485BPOS

As Filed with the Securities and Exchange Commission on April 12, 2006

1933 Act File No. 002-21600

1940 Act File No. 811-01209

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933		[	X	]
Pre-Effective Amendment No.		[		]
Post-Effective Amendment No.	55	[	X	]

            and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940		[	X	]
Amendment No.	41	[	X	]

(Check appropriate box or boxes.)

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 Office) (Zip Code)

(402) 397-4700

Registrant’s Telephone Number, including Area Code

Edson L. Bridges III

256 Durham Plaza, 8401 West Dodge Road

Omaha, Nebraska 68114

(Name and Address of Agent for Service)

Copy to:

Dennis Fogland, Esq.

Baird Holm LLP

1500 Woodmen Tower

Omaha, Nebraska 68102

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

[		]	immediately upon filing pursuant to paragraph (b)
[	X	]	on April 30, 2006 pursuant to paragraph (b)
[		]	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.

[BRIDGES INVESTMENT FUND, INC. LOGO]

8401 West Dodge Road

256 Durham Plaza

Omaha, Nebraska 68114

(402) 397-4700

(866) 934-4700

PROSPECTUS

April 30, 2006

Capital Stock

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

As with all mutual funds, 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.

TABLE OF CONTENTS

OVERVIEW	3
ABOUT THE FUND	3
Fund Objective	3
Principal Investment Strategies	3
PRINCIPAL RISKS OF INVESTING IN THE FUND	5
PAST PERFORMANCE OF FUND	6
FEES AND EXPENSES OF THE FUND	7
MANAGEMENT OF THE FUND	8
Investment Adviser	8
Portfolio Managers	9
FUND SHAREHOLDER INFORMATION	9
Capital Structure of Fund	9
Valuing Fund Shares	9
Fair Value Pricing	10
INVESTING IN THE FUND	10
Account Options	10
Minimum Investment	10
Purchasing Shares	11
Automatic Investment Plan	13
Additional Account Policies	14
SELLING SHARES OF THE FUND	14
Signature Guarantees	15
Sale Proceeds	15
Redemptions Through a Broker	16
Additional Redemption Policies	16
FREQUENT TRADING OR MARKET TIMING	16
PORTFOLIO HOLDINGS INFORMATION	17
DISTRIBUTIONS AND TAXES	17
Distributions	17
Distributions Options	17
Tax Consequences	18
INQUIRIES	19
FINANCIAL HIGHLIGHTS	20
PRIVACY POLICY NOTICE (Not a part of the Prospectus)	PPN-1

In deciding whether to invest in the Bridges Investment Fund, Inc., you should rely on information in this Prospectus and the Statement of Additional Information (the “SAI”) relating to the Fund. The Fund has not authorized others to provide additional information. The Fund does not authorize the use of this Prospectus in any state or jurisdiction in which such offering may not be legally made.

Bridges Investment Fund, Inc. is an open-end diversified investment company, which has operated since July 1, 1963.

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OVERVIEW

This Prospectus describes the Bridges Investment Fund, Inc. (the “Fund”).

Bridges Investment Management, Inc. (“BIM” or the “Adviser”) serves as the Fund’s investment adviser.

The Fund’s primary investment objective is long-term capital appreciation, with a secondary objective of generation of a modest amount of current income.

The Fund seeks to achieve its investment objectives by investing primarily in a diversified portfolio of common stocks and convertible securities, which the Adviser 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. 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.

There is no assurance that the Fund will achieve its objective.

ABOUT THE FUND

Fund Objective

The Fund’s primary investment objective is long-term capital appreciation, with a secondary objective of generation of a modest amount of current income.

The Fund’s investment objective is not a fundamental policy and may be changed by the Fund’s Board of Directors without a shareholder vote upon prior written notice to Fund shareholders. However, the Fund’s objective has remained consistent since commencement of the Fund in 1963.

Principal Investment Strategies

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 offer the potential for increased earnings and dividends over time. Normally, such equity securities will represent 60% or more of the Fund’s assets. During the past three years, the total invested by the Fund in equity securities has ranged from 85.00% to 94.02%.

The Adviser’s equity investment approach emphasizes owning companies in the Fund which it believes offer the best potential for above-average, long-term capital appreciation. The Adviser’s equity investment process focuses on identifying companies which have superior revenue, earnings, dividend, free cash flow growth and above-average margins, profitability, and balance sheet quality. Market capitalization or company size is a result of this investment approach rather than an active investment consideration. Historically, the Fund has primarily owned larger companies, although at any time, the Fund may own small, medium, or large size companies. The Fund considers small companies to be those with market capitalizations under $1 billion, medium size companies to be those with market capitalizations of $1 billion to $5 billion, and large companies to be those with market capitalizations in excess of $5 billion. The Fund may also invest in common stocks which may be cyclically depressed or undervalued, and therefore, may offer potential for capital appreciation.

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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. Investment grade corporate bonds and preferred stocks must carry, at the time of purchase, a minimum rating of Baa from Moody’s Investors Service^®, Inc. (“Moody’s”) or BBB from Standard & Poor’s^® (“S&P^®”). During the past three years, the total invested by the Fund in debt and preferred stocks has ranged from 5.86% to 14.30%.

The Adviser’s maturity strategy with respect to fixed income securities is driven by two considerations. First, the Adviser will generally manage the weighted average life of the Fund’s fixed income portfolio given its perception of where value lies at any point in time on the yield curve. Second, the Adviser will manage the weighted average life of the Fund’s fixed income portfolio based on its intermediate to longer-term outlook for interest rates at any point in time. Over time, the Fund’s weighted average maturity will usually range between 5 and 12 years, with a shorter average maturity reflecting a more conservative posture (i.e., interest rates are near trend low points and expected to rise) or, alternatively, a longer weighted average maturity reflecting a more constructive posture (i.e., interest rates are near trend high points and may be expected to decline). These fixed income policy decisions are made in response to assessments as to the future direction of interest rates.

Convertible debentures and convertible preferred stocks usually carry a rating that is below investment grade 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 because they may be converted into common stock at the election of the holder. Accordingly, these assets do not fall within the Fund restrictions described in this section limiting the investment of Fund assets to normally no more than 40% in fixed income securities.

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 Adviser’s judgments about 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.

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 (generally U.S. Treasury securities) for as long as such unusual market conditions exist, and the normal limitation that not more than 40% of the Fund’s assets be invested in fixed income securities will not apply. If the Fund takes a temporary defensive position, it may not be able to meet the stated investment objectives.

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Except for temporary defensive positions, each investment the Fund makes will be made with the expectation that the security will be held for the long-term. The Adviser will not purchase securities with a view toward rapid turnover for capital gains. However, the Adviser may sell securities for short-term or long-term capital gains or losses if new information becomes available or changes in market conditions indicate that selling a security is advisable.

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 SAI.

PRINCIPAL RISKS OF INVESTING IN THE FUND

There are risks associated with an investment in the Fund. There is no assurance the Fund will achieve its investment objectives, and the Fund could lose money. It is important that investors closely review and understand these risks before investing in the Fund. These and other risks are described below.

MarketRisk

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.

Interest Rate Risk

Fixed income securities are sensitive to changes in interest rates. Generally, the prices of fixed income securities will fall when interest rates rise and rise when interest rates fall. Longer maturity issues can be more sensitive to interest rate changes, meaning the longer the maturity of the issue, the greater the impact a change in interest rates could have on the issue’s price. In addition, short-term and long-term rates do not necessarily move in the same amount or in the same direction. Short-term issues tend to react to changes in short-term interest rates, and long-term issues tend to react to changes in long-term rates.

Credit Risk

The Fund could lose money if the issuer of a bond or other debt security held by the Fund is unable to meet its financial obligations or goes bankrupt. Credit risk applies to most debt issues but generally is not a factor for U.S. government securities. Adverse changes in the financial condition of an issuer could lower the credit quality of the security, leading to greater volatility in the price of that security.

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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Small and Medium Capitalization Risk

Compared to large capitalization companies, small and medium capitalization companies are more likely to have more limited product lines, fewer capital resources, and more limited management depth. In addition, securities of small and medium capitalization companies are more likely to experience greater price volatility and sharper swings in market values, have limited market trading liquidity, which at times may make it more difficult to sell these securities, especially at prices the Adviser believes appropriate, and offer greater potential for losses.

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 10 calendar years and by showing how the average annual total returns of the Fund’s shares for 1, 5, and 10 years 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.

Total Return for the Calendar Years Ended December 31

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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 quarter ended December 31, 1999, and -18.35% for the quarter ended September 30, 2001.

Average Annual Total Returns

(for the periods ended December 31, 2005)

	Past One Year	Past Five Years	Past Ten Years
Return Before Taxes	5.99%	(1.08)%	7.39%
Return After Taxes on Distributions(1)	5.68%	(1.41)%	6.65%
Return After Taxes on Distributions and Sale of Fund Shares(1)(2)	4.00%	(1.02)%	5.90%
Russell 1000® Growth Index(3)	5.26%	(3.58)%	6.73%
S&P 500®(4)	4.91%	9.07%	9.07%
Salomon Brothers 7-10 Year Corporate Index(5)	2.26%	7.72%	6.73%

⁽¹⁾ 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 (“IRAs”).

⁽²⁾ The “Return After Taxes on Distributions and Sales of Fund Shares” may be higher than other return figures because when a capital loss occurs upon redemption of Fund shares, a tax deduction is provided that benefits the shareholder.

⁽³⁾ The Russell 1000^® Growth Indexis an unmanaged composite of stocks that measures the performance of the stocks of companies with higher price-to-book ratios and higher forecasted growth values from a universe of the 1,000 largest U.S. companies based on total market capitalization. The performance of the index does not reflect deductions for fees, expenses or taxes.

⁽⁴⁾ The S&P 500^® Index is a broadly based unmanaged composite of 500 stocks which is widely recognized as representative of price changes for the equity market in general. The performance of the index does not reflect deductions for fees, expenses or taxes.

⁽⁵⁾ The Salomon Brothers 7-10 Year Corporate Index is an unmanaged composite of investment grade corporate bonds with maturities of between seven and ten years. The performance of the index does not reflect deductions for fees, expenses or taxes.

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. The expenses below are based on actual expenses incurred for the year ended December 31, 2005.

Shareholder Fees⁽¹⁾

(fees paid directly from your investment)

Maximum Sales Charge (Load) Imposed on Purchases	None
Maximum Deferred Sales Charge (Load)	None
Redemption Fee	None

⁽¹⁾ Although no sales charge or transaction fees are charged, you will be assessed fees for outgoing wire transfers, returned checks, stop payments orders and overnight or priority mail at prevailing rates charged by U.S. Bancorp Fund Services, LLC, the Fund’s transfer agent. If a shareholder requests that a redemption be made by wire transfer, currently a $15.00 fee is charged. This amount does not include any wire fee that may be charged by the receiving bank.

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Annual Fund Operating Expenses

(expenses that are deducted from Fund assets)

Management Fees	0.50%
Distribution (12b-1) Fees	0.00%
Other Expenses	0.35%
Total Annual Fund Operating Expenses	0.85%

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
$ 87	$ 271	$ 471	$ 1,049

MANAGEMENT OF THE FUND

Investment Adviser

BIM provides investment services to the Fund and attempts to manage the investments of the Fund’s assets in a manner that is consistent with its investment objectives, policies, and restrictions. 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. BIM is located at 8401 West Dodge Road, 256 Durham Plaza, Omaha, Nebraska 68114.

BIM has served as the Fund’s investment adviser since April 2004 when it replaced an affiliated entity, Bridges Investment Counsel, Inc. (“BIC”), which managed the Fund since its inception in 1963. Edson L. Bridges III, who has been responsible for the day-to-day management of the Fund’s portfolio since April 11, 1997, is President of BIM and will continue such responsibility.

Under an Investment Advisory Agreement (“Advisory Agreement”) between the Fund and BIM, the Fund pays BIM fees at an annualized rate of 0.50% of the Fund’s average net assets. In addition, the Fund pays BIM an annual fee not to exceed $42,000 for providing administrative services to the Fund. This is the only compensation received by BIM from the Fund. Under its Advisory Agreement with the Fund, BIM pays the costs of maintaining the registration of shares of the Fund under federal and applicable state securities laws.

A discussion regarding the basis for the Board of Director’s approval of the Bridges Investment Fund, Inc. Advisory Agreement is available in the Fund’s Annual Report to shareholders for the year ended December 31, 2005.

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Portfolio Managers

Mr. Edson L. Bridges III, CFA, President, Chief Executive Officer and Chief Investment Officer of the Fund and President and Chief Executive Officer of BIM, is responsible for the day-to-day operation of the Fund’s portfolio. Mr. Bridges III dedicates his professional efforts toward security research and portfolio management for BIM and BIC. Mr. Bridges III has been employed in these areas of responsibility for all clients, including Bridges Investment Fund, Inc., for more than 22 years.

Mr. Brian M. Kirkpatrick, CFA, Vice President of the Fund and Vice President of BIM, is capable of assuming the role of sub-portfolio manager of the Fund in instances where his decisions would be needed. Mr. Kirkpatrick has served as the Vice President of the Fund for the past 7 years and has a more than 13-year career with BIC.

Investment selections made by BIM 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.

The Fund’s SAI provides additional information about the aforementioned Portfolio Managers’ compensation, other accounts managed by the Portfolio Managers and the Portfolio Managers’ ownership of securities in the Fund.

FUND SHAREHOLDER INFORMATION

Capital Structure of Fund

The Fund’s capital structure consists of 100 million authorized shares (par value of $0.00001 per share). Of the 100 million shares authorized, 50 million shares are specifically designated as common shares for the Fund, and 50 million shares are reserved for issuance as additional series. The 50 million shares designated as Fund shares have equal rights as to voting, redemption, dividends, and liquidation, with cumulative voting for the election of directors. The Fund shares are redeemable on written demand of the holder and are transferable and have no preemptive or conversion rights and are not subject to assessment. Fractional shares have the same rights proportionately as full shares. The Fund is not authorized to issue any preferred stock or other senior securities.

Valuing Fund Shares

Shares of the Fund are purchased and redeemed at the net asset value (“NAV”) per share next determined following acceptance of your order by the Fund or its authorized agent. The Fund calculates its NAV at the close of daily trading on the New York Stock Exchange (“NYSE”), normally 4:00 p.m. Eastern time (3:00 p.m. Central time), each day the NYSE is open for trading. The NAV of the Fund is obtained by dividing the value of the Fund’s net assets by the total number of shares outstanding.

The calculation of the Fund’s net assets is based on the current market value for its portfolio securities. The Fund normally obtains market values for its securities from Interactive Data Corporation (“IDC”) which uses reported last sales prices, current market quotations or valuations from computerized “matrix” systems that derive values based on comparable securities. Securities for which IDC does not provide a market value, IDC provides a market value that in the judgment of the Adviser does not represent fair value, or the Adviser believes is stale, will be valued at fair value under procedures adopted by the Fund’s Board of Directors. Securities with less than 60 days to maturity are valued using the amortized cost method.

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Fair Value Pricing

The Fund will fair value a security pursuant to procedures developed by the Board of Directors when reliable market quotations are not readily available, the Fund’s pricing service does not provide a valuation or provides a valuation that in the judgment of the Adviser does not represent fair value or if a security’s value has been materially affected by events occurring after the close of the exchange or market on which the security is principally traded. The Fund may also fair value a security if the Fund or the Adviser believes that the market price is stale.

There can be no assurance that the Fund could purchase or sell a portfolio security at the price used to calculate the Fund’s NAV. In the case of fair valued portfolio securities, lack of information and uncertainty as to the significance of information may lead to a conclusion that a prior valuation is the best indication of a portfolio security’s present value. Fair valuations generally remain unchanged until new information becomes available. Consequently, changes in the fair valuation of portfolio securities may be less frequent and of greater magnitude than changes in the price of portfolio securities valued by an independent pricing service or based on market quotations.

INVESTING IN THE FUND

Account Options

The Fund has several account options available including:

·   Uniform Transfers (Gifts) to Minor accounts;

·   Accounts for individuals, corporations or partnerships;

·   Prototype Retirement Plans for small businesses, including sole proprietors, partnerships and corporations;

·   Traditional IRAs;

·   Roth IRAs;

·   Coverdell Educational Savings Accounts; and

·   Simplified Employee Pension (“SEPs”).

Persons who have access to the Fund’s office in Omaha, Nebraska, may obtain the appropriate disclosure document, applicable forms or receive additional assistance regarding account options at that location, or you may contact the Fund at 1-866-934-4700.

Minimum Investment

The Board of Directors of the Fund has established a minimum of $1,000 for an initial investment and $250 for any subsequent investment in the Fund. The Fund, at its discretion, may waive these minimums.

Once the minimum initial investment of $1,000 has been made, you may choose to use the Fund’s Automatic Investment Plan (described below) for subsequent investments. The minimum monthly investment is $100. At its discretion, the Fund may also waive this minimum.

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Purchasing Shares

Shares of the Fund are purchased at the NAV per share next determined following the receipt of your order in proper form by the Fund or its authorized agent. Proper form means that your purchase is complete and contains all necessary information including supporting documentation (such as Account Applications, trust documents, beneficiary designations, proper signatures and signature guarantees where applicable, etc.) and is accompanied by sufficient funds to pay for your investment. Persons who have access to the Fund’s office in Omaha, Nebraska, may seek and receive assistance regarding whether your purchase is in proper form at the location indicated below, or you may contact the Fund at 1-866-934-4700.

Nancy K. Dodge, Treasurer

8401 West Dodge Road

256 Durham Plaza

Omaha, Nebraska 68114

402-397-4700

E-mail to: fund@bridgesinv.com

By Mail:

Initial Purchases

To purchase Fund shares you must complete and sign the Account Application, which is sent with this Prospectus, or may be obtained from the offices of the Fund, or from the Fund’s transfer agent, U.S. Bancorp Fund Services, LLC (the “Transfer Agent”). Please review the Account Application for detailed information for executing and completing a purchase of shares of the Fund. The completed Account Application and a check made payable to Bridges Investment Fund, Inc. or other means of payment to the Fund should be sent to the Transfer Agent as indicated below:

By Mail	By Overnight Or Express Mail
Bridges Investment Fund, Inc. c/o U.S. Bancorp Fund Services, LLC P.O. Box 701 Milwaukee, WI 53201-0701	Bridges Investment Fund, Inc. c/o U.S. Bancorp Fund Services, LLC 615 East Michigan Street, 3rd floor Milwaukee, WI 53202

The Fund does not consider the U.S. Postal Service or other independent delivery services to be its agents.

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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, cashier’s checks in amounts less than $10,000, money orders, U.S. Treasury checks, traveler’s checks, credit card checks or starter checks to purchase Fund shares; and

(4)   If your purchase transaction is cancelled due to nonpayment, or your check does not clear, you will be held responsible for any loss the Fund or the Adviser incur and you will be subject to a returned check fee of $25. This $25 returned check fee will be redeemed from your account.

Subsequent Purchases

Subsequent investments may be made in the same manner as an initial purchase, but you need not include supporting documentation. When making a subsequent investment, use the return remittance portion of your statement, or indicate on the face of your check the name of the Fund, the exact title of the account, your address, and your Fund account number.

By Bank Wire Transfer:

To avoid a delay in the purchase of Fund shares by check, you should consider buying shares by bank wire transfer. Wired funds must be received prior to 4:00 p.m. Eastern time (3:00 p.m. Central time) to receive that day’s NAV. The Fund and U.S. Bank, N.A. are not responsible for the consequences of delays resulting from the banking or Federal Reserve wire system, or from incomplete wiring instructions.

Initial Investment

To make an initial purchase by wire:

·   Call Bridges Investment Fund, Inc. at 1-866-934-4700 to make arrangements with a telephone service representative to submit your completed Account Application via mail, overnight delivery or facsimile.

·   Upon receipt of your Account Application, your account will be established and a service representative will contact you within 24 hours to provide an account number and wiring instructions.

·   You may then contact your bank to initiate the wire using the instructions you were given.

Subsequent Investments

Before sending your wire, please contact the Fund at 1-866-934-4700 to advise them of your intent to wire. This will ensure prompt and accurate credit upon receipt of your wire.

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·   Contact your bank to initiate the wire using the following instructions:

U.S. Bank, N.A.

777 East Wisconsin Avenue

Milwaukee, WI 53202

ABA No. 075000022

For credit to U.S. Bancorp Fund Services, LLC

Account Number. 112-952-137

For further credit to the Bridges Investment Fund, Inc.

(Your name)

(Your account number)

·   Your bank may charge a fee for such service.

Purchase Through a Broker

You can purchase shares at NAV through a broker that has a relationship with the Distributor. Quasar Distributors, LLC (“Quasar” or “Distributor”) will serve as the distributor of the Fund’s shares. The Distributor is located at 615 East Michigan Street, Milwaukee, WI 53202.

If you buy shares through a broker, the broker is responsible for forwarding your order to the Transfer Agent in a timely manner. If you place an order with a broker that has a relationship with the Distributor and/or the Fund by 3:00 p.m. (Central time) on a day when the NYSE is open for regular trading, you will receive that day’s price and be invested in the Fund that day. You may add to an account established through any broker either by contacting your broker or the Transfer Agent by using one of the methods above. Your broker may charge a fee for processing purchases of the Fund’s shares.

Automatic Investment Plan

The Fund’s Automatic Investment Plan is available to existing shareholders of the Fund or new shareholders that satisfy the Fund’s minimum initial investment of $1,000.

New shareholders electing to participate in the Fund’s Automatic Investment Plan should complete the Automatic Investment Plan section on the Account Application. Existing shareholders should contact the Fund to obtain instructions for adding this option to a previously established account. All participants will be required to provide a voided check to initiate an Automatic Investment Plan.

A minimum monthly transfer of $100 is required to participate in the Automatic Investment Plan and your bank must be a member of the Automated Clearing House (“ACH”) network. 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 instruction to the Fund. The request must be received at least five days prior to the effective date of the next withdrawal. In addition, if you redeem your account in full, any Automatic Investment Plan currently in effect for the account will be terminated.

Persons who are accessible to the Fund’s office in Omaha, Nebraska, may seek and receive assistance in setting up an Automatic Investment Plan at that location, or you may contact the Fund at 1-866-934-4700.

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Additional Account Policies

To help government agencies fight the funding of terrorism and money laundering activities, federal law requires all financial institutions, including the Fund, to obtain, verify, and record information that identifies each person who opens an account. As requested on your Account Application, you must supply your name, date of birth, social security number, permanent street address and other information that will allow identification of persons opening an account. Mailing addresses containing only a P.O. Box will not be accepted. Federal law prohibits the Fund and other financial institutions from opening accounts unless the minimum identifying information described above is received, and the Fund can verify the identity of the new account owner. The Fund may be required to delay the opening of a new account, not open a new account, close an existing account or take other steps deemed reasonable if the Fund is unable to verify the identity of a person opening an account with the Fund. Please contact the Transfer Agent at 1-866-934-4700 if you need additional assistance when completing your application.

Keep in mind that if we do not verify the identity of a customer through reasonable means, the account will be rejected or the customer will not be allowed to perform a transaction in the account until such information is received. The Fund may also reserve the right to close the account within five business days if clarifying information/documentation is not received.

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.

Shares of the Fund have not been registered for sale outside of the United States. The Fund generally does not sell shares to investors residing outside of the United States, even if they are United States citizens or lawful permanent residents, except to investors with United States military APO or FPO addresses.

SELLING SHARES OF THE FUND

You may redeem your shares of the Fund directly at any time by sending a letter of instruction signed by all account holders to:

Bridges Investment Fund, Inc.

c/o U.S. Bancorp Fund Services, LLC

615 East Michigan Street, 3^rd Floor

Milwaukee, Wisconsin 53202.

Shares of the Fund will be redeemed at the NAV per share next determined following the receipt of your letter of instruction in proper form by the Fund or its authorized agent. Proper form means that your letter of instruction is complete, contains all necessary information including supporting documentation (additional documentation is required for the redemption of shares by corporations, financial intermediaries, fiduciaries, surviving joint owners, and shares held in retirement plan accounts) and has been signed by all account holders. Persons who are accessible to the Fund’s office in Omaha, Nebraska, may seek and receive assistance at that location to complete redemption transactions or you may contact the Fund at 1-866-934-4700.

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Signature Guarantees

Signature guarantees are required for all requests to redeem shares with a value of more than $10,000 or if the redemption proceeds are to be mailed to an address other than that shown in your account registration. A signature guarantee will also be required for the following:
 

·     If ownership is changed on your account;

·     When adding or changing automated bank instructions on an account;

·     If the proceeds are to be made payable to someone other than the account’s owner(s);

·     Any redemption transmitted by federal wire transfer to a bank other than the bank of record; and/or

·     If a change of address request has been received by the Transfer Agent within the last 30 days.

The Fund and/or the transfer agent may require a signature guarantee in other instances based on the circumstances relative to the particular situation.

Signatures guarantees will generally be accepted from domestic banks, brokers, dealers, credit unions, national securities exchanges, registered securities associations, clearing agencies and savings associations, as well as participants in the New York Stock Exchange Medallion Signature Program and the Securities Transfer Agents Medallion Program (“STAMP”). The signature(s) should be in the name(s) of the stockholder as shown on the stock transfer records maintained by U.S. Bancorp Fund Services, LLC for the Fund. NOTARIZED SIGNATURES ARE NOT GUARANTEED SIGNATURES AND WILL NOT BE ACCEPTED BY THE FUND.

Sale Proceeds

In most instances, payment for shares redeemed will be made within one or two days, but not later than seven days from the time the Fund receives your written request in proper form. For investments that have been made by check, payment for redemptions may be delayed until the Fund is reasonably satisfied that the purchase payment has been collected, which may take up to 15 calendar days.

The Fund sends checks for redemption proceeds via regular mail. The Fund will send redemption checks by overnight or priority mail upon request and at investor’s expense. The Fund will also wire redemption proceeds to your bank upon request for a $15 wire fee. The Fund will normally wire redemption proceeds to your bank the next business day after receiving the redemption request in proper form, which may include a signature guarantee. You are also responsible for any fee that your bank may charge for receiving wires.

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Redemptions Through a Broker

You may redeem shares at NAV through a broker that has a relationship with the Distributor. If you sell shares through a broker, the broker is responsible for forwarding your order to the Transfer Agent in a timely manner. If you place an order with a broker that has a relationship with the Distributor and/or the Fund by 3:00 p.m. (Central time) on a day when the NYSE is open for regular trading, you will receive that day’s price. Generally, payment is directed to your brokerage account normally within three business days after a broker places your redemption order. Your broker may charge a fee for processing redemption requests.

Additional Redemption Policies

Redemption privileges and payments may be suspended during periods when the NYSE 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 (“SEC”) may by order permit for the protection of the shareholders of the Fund. The SEC shall determine when trading on the NYSE is restricted and when an emergency exists.

In addition, shareholders who have an IRA or other retirement plan must indicate on their redemption request whether to withhold federal income tax. Redemption requests failing to indicate an election not to have tax withheld will generally be subject to 10% withholding.

FREQUENT TRADING OR MARKET TIMING

The Fund has a long-term investment outlook and generally undertakes a “buy and hold” strategy in order to reduce turnover and maximize after-tax returns. The Fund generally defines frequent trading or market timing as engaging in more than four transactions out of the Fund within a rolling 12 month period, excluding redemptions made pursuant to a systematic withdrawal plan or to satisfy required minimum distributions on retirement accounts. Frequent trading or market timing can disrupt the Fund’s investment program and create additional transaction costs that are borne by all shareholders, which will negatively impact the Fund’s performance. Therefore, the Fund does not believe it is in the interests of its shareholders to accommodate market timing and has adopted policies and procedures designed to combat these practices.

To discourage market timing activity, the Fund will restrict or refuse purchases or exchanges by market timers. The Fund reserves the right to reject any purchase or exchange request that the Fund regards as disruptive to efficient portfolio management.

The Fund uses a variety of techniques to monitor for and detect abusive trading practices. These techniques may change from time to time as determined by the Fund in its sole discretion. Investors who engage in abusive trading practices will be notified of the Fund’s adverse view of market timing, and the Fund will restrict or refuse future purchases or exchanges by market timers. In making such judgments, the Fund will seek to act in a manner that it believes is consistent with the best interests of shareholders. Although these efforts are designed to discourage abusive trading practices, these tools cannot eliminate the possibility that such activity will occur.

16

Furthermore, due to the complexity involved in identifying abusive trading activity and the volume of shareholder transactions the Fund handles, there can be no assurance that the Fund’s efforts will identify all trades or trading practices that may be considered abusive. In addition, the Fund’s ability to monitor trades that are placed by individual shareholders within group, or omnibus, accounts maintained by financial intermediaries is severely limited because the Fund does not have access to the underlying shareholder account information. However, the Fund and financial intermediaries attempt to monitor aggregate trades placed in omnibus accounts and seek to work with financial intermediaries to discourage shareholders from engaging in abusive trading practices and to impose restrictions on excessive trades. There may be limitations on the ability of financial intermediaries to impose restrictions on the trading practices of their clients. As a result, the Fund’s ability to monitor and discourage abusive trading practices in omnibus accounts may be limited.

PORTFOLIO HOLDINGS INFORMATION

The Fund discloses its complete portfolio holdings within 60 days of the most recent quarter end in its Annual Report and Semi-Annual Report to Fund shareholders and in the quarterly holdings report filed with the Securities and Exchange Commission (“SEC”) on Form N-Q. The Annual and Semi-Annual Reports are available by contacting the Fund c/o U.S. Bancorp Fund Services, LLC, 615 East Michigan, Milwaukee, Wisconsin, 53202. In addition, the Fund discloses its quarter end holdings on its website at www.bridgesfund.com within 4 business days after the quarter end. The quarter end holdings for the Fund will remain posted on the Fund’s website until updated with the next quarter end’s holdings. Portfolio holdings information posted on the Fund’s website may be separately provided to any person commencing the day after it is first published on the website. A further description of the Fund’s policies and procedures with respect to the disclosure of the Fund’s portfolio securities is available in the Fund’s SAI.

DISTRIBUTIONS AND TAXES

Distributions

The Fund will distribute to shareholders substantially all of the net income and net capital gains (collectively “distributions”), if any, realized from the sale of securities. Dividends will be paid on or about the last business day of March, June, September and December. 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 31 to meet a special requirement of the Tax Reform Act of 1986 (“1986 Act”). 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 amount of any distributions will depend upon and vary with changes in interest rates, dividend yields, investment selections of the Fund and many other unpredictable factors.

Distributions Options

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

(1) Reinvestment Option: You may elect to have all dividends and capital gains distributions automatically reinvested at NAV 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 Transfer Agent. 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 NAV in effect for the purchases.

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(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 your previously selected distribution option from time to time by written instruction to the Fund indicating your new distribution option. If you elect to receive distributions and/or capital gains paid in cash and the U.S. Postal Service cannot deliver the check or if a check remains outstanding for six months, the Fund reserves the right to reinvest the distribution check in your account at the Fund’s current NAV, and to reinvest all subsequent distributions.

Tax Consequences

The following discussion of taxes is for general information only. You should consult with your own tax adviser 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. Other capital gain distributions will be taxable to you at different maximum rates, depending upon their source and other factors. Dividends are taxable either as ordinary income, or, if so designated by the Fund, and provided that certain holding period and other requirements are met by both the Fund and the shareholder, taxable as “qualified dividend income” to individual shareholders at a maximum 15% U.S. federal income tax rate. Dividends and distributions are generally taxable regardless of whether you take payment in cash or reinvest them to buy additional Fund shares.

As with all mutual funds, the Fund will be required to withhold 28% of taxable distributions payable to you for payment of federal income taxes, unless the Fund receives from you a Form W-9 election indicating you are not subject to back-up withholding. The Form W-9 will be supplied to new shareholders by U.S. Bancorp Fund Services, LLC 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 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 adviser about investment through a tax-deferred account.

The Fund, through quarterly shareholder reports, will inform you of the amount and generic nature of such income and capital gains. U.S. Bancorp Fund Services, LLC, 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.

INQUIRIES

Shareholder inquiries for information or assistance in handling administrative matters should be directed to either:

Bridges Investment Fund, Inc. c/o U.S. Bancorp Fund Services, LLC 615 East Michigan Street Milwaukee, Wisconsin 53202 1-866-934-4700     OR Bridges Investment Fund, Inc. Nancy K. Dodge, Treasurer 8401 West Dodge Road 256 Durham Plaza Omaha, Nebraska 68114 402-397-4700   E-mail to: fund@bridgesinv.com

19

FINANCIAL HIGHLIGHTS

The financial highlights table is intended to help you understand the Fund’s financial performance for the past five 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 information for the years ended December 31, 2002 through December 31, 2005 has been audited by Deloitte & Touche LLP, whose report, along with the Fund’s financial statements, is included in the Annual Report, which is available upon request. The information for the year ended December 31, 2001 was audited by a different firm.

	Years Ended December 31,
	2005	2004	2003	2002	2001
Net Asset Value, Beginning of Year	$33.31	$31.04	$23.05	$31.05	$38.59
Operations
Net Investment Income(1)	0.28	0.31	0.24	0.20	0.26
Net Realized and Unrealized Gain (Loss) on Investment Securities	1.70	2.27	7.99	(8.00)	(7.54)
Total From Operations	$1.98	$2.58	$8.23	$(7.80)	$(7.28)
Less Distributions
From Net Investment Income	$(0.28)	$(0.31)	$(0.24)	$(0.20)	$(0.26)
From Net Realized Gains	-	-	-	-	-
Total Distributions	$(0.28)	$(0.31)	$(0.24)	$(0.20)	$(0.26)
Net Asset Value, End of Year	$35.01	$33.31	$31.04	$23.05	$31.05
Total Return	5.99%	8.36%	35.83%	(25.13)%	(18.89)%
Ratios/Supplemental Data
Net Assets, End of Year (000s omitted)	$80,715	$74,282	$62,586	$45,855	$60,245
Ratio of Expenses to Average Net Assets	0.85%	0.85%	0.89%	0.85%	0.79%
Ratio of Net Income to Average Net Assets	0.84%	0.98%	0.91%	0.79%	0.79%
Portfolio Turnover Rate	24%	17%	26%	23%	14%

⁽¹⁾Net investment income per share is calculated using the ending balances prior to consideration or adjustment for permanent book-to-tax differences.

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PRIVACY POLICY NOTICE

Protecting your privacy is important to Bridges Investment Fund, Inc. We want you to understand what information we collect and how we use it. In order to provide our shareholders with a broad range of financial products and services as effectively and conveniently as possible, we use technology to manage and maintain shareholder information. The following policy serves as a standard for Bridges Investment Fund, Inc. regarding the collection, use, retention, and security of nonpublic personal information.

What Information We Collect

In order to serve you better, we may collect nonpublic personal information about you from the following sources:

Ÿ   Information we receive from you in connection with opening an account or establishing and maintaining a shareholder relationship with us, whether in writing or oral;

Ÿ   Information about your transactions with us or our affiliates; and

Ÿ   Information we receive from third parties such as your accountants, attorneys, life insurance agents, family members, financial institutions, custodians, trustees and credit bureaus.

“Nonpublic personal information” is nonpublic information about you that we obtain in connection with providing a financial product or service to you. For example, nonpublic personal information includes the contents of your application, account balance, transaction history and the existence of a relationship with us.

What Information We Disclose

We do not disclose any nonpublic personal information about you to anyone, except as permitted by law. We are permitted to disclose nonpublic personal information about you to other third parties in certain circumstances. For example, we may disclose nonpublic personal information about you to third parties to assist us in servicing your account with us.

If you decide to close your account(s) or become an inactive shareholder, we will adhere to the privacy policies and practices as described in this notice.

Our Security Procedures

We also take steps to safeguard shareholder information. We restrict access to your personal and account information to those who need to know that information to provide products and services to you. Violators of these standards will be subject to disciplinary measures. We maintain physical, electronic, and procedural safeguards that comply with federal standards to guard your nonpublic personal information.

Not a part of the Prospectus.

PPN-1

BRIDGES INVESTMENT FUND, INC.

8401 West Dodge Road

256 Durham Plaza

Omaha, Nebraska 68114

(402) 397-4700

PROSPECTUS

April 30, 2006

Capital Stock

Additional information about the Fund and its investment policies is contained in the Fund’s Statement of Additional Information (“SAI”). The SAI is incorporated in this Prospectus by reference (meaning it is legally a part of this Prospectus). A current SAI is on file with the Securities and Exchange Commission (“SEC”).

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.

You can get free copies of the SAI, the Annual and Semi-Annual Reports, request other information about the Fund, and receive answers to your questions about the Fund by accessing the Fund’s website at www.bridgesfund.com or contacting:

Bridges Investment Fund, Inc. c/o U.S. Bancorp Fund Services, LLC 615 East Michigan Street Milwaukee, Wisconsin 53202 1-866-934-4700     OR Bridges Investment Fund, Inc. Nancy K. Dodge, Treasurer 8401 West Dodge Road 256 Durham Plaza Omaha, Nebraska 68114 402-397-4700   E-mail to: fund@bridgesinv.com

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 1-202-551-8090 for information about the operations of the public reference room. Reports and other information about the Fund are also available on the EDGAR database on the SEC’s Website (http://www.sec.gov ) or copies can be obtained, upon payment of a duplicating fee, by writing the SEC’s Public Reference Section, Washington, D.C. 20549-0102, or by sending an e-mail to publicinfo@sec.gov.

SEC File No. 811-1209

BRIDGES INVESTMENT FUND, INC.

8401 West Dodge Road

256 Durham Plaza

Omaha, Nebraska 68114

(402) 397-4700

(866) 934-4700

April 30, 2006

STATEMENT OF ADDITIONAL INFORMATION

Capital Stock

This Statement of Additional Information (“SAI”) dated April 30, 2006 is not a Prospectus. It should be read in conjunction with the Prospectus of the Bridges Investment Fund, Inc. (the “Fund”) dated April 30, 2006. This SAI is incorporated by reference into the Fund’s Prospectus. In other words, it is legally part of the Fund’s Prospectus. The financial statements for the Fund for the year ended December 31, 2005, are herein incorporated by reference to the Fund’s Annual Report to shareholders dated December 31, 2005. To receive a copy of the Prospectus or Annual or Semi-Annual Reports to shareholders, without charge, write or call the Fund at the address or telephone number written above.

TABLE OF CONTENTS

	Page No.
FUND HISTORY AND CLASSIFICATION	3
INVESTMENT POLICIES, STRATEGIES AND RISKS	3
Equities	3
Fixed-Income Securities	4
Foreign Securities	7
Covered Call Options	7
Investments in Other Investment Companies	8
Other Investment Policies, Strategies, and Risks	9
INVESTMENT LIMITATIONS	9
DISCLOSURE OF PORTFOLIO HOLDINGS	11
MANAGEMENT OF THE FUND	12
Directors and Officers	12
Director Share Ownership	18
Director Interest in Adviser or Affiliates	18
Director Interest in Any Material Transactions with Adviser or Affiliates	19
Director and Officer Compensation	19
Other Management Disclosures	19
Principal Shareholders, Control Persons and Management Ownership	20
Investment Adviser and Administrator	20
Portfolio Manager	22
Code of Ethics	24
Proxy Voting Policy and Procedures	24
Fund Accountant, Fund Administrator, Transfer Agent and Custodian	24
Distributor	25
Independent Registered Public Accounting Firm	26
BROKERAGE ALLOCATIONS AND OTHER PRACTICES	26
CAPITAL STOCK AND OTHER SECURITIES	27
Cumulative Voting	27
PURCHASE, REDEMPTION, AND PRICING OF SHARES OFFERED	28
Determining Net Asset Value	28
Anti-Money Laundering	29
TAX STATUS	29
FINANCIAL STATEMENTS	31

2

FUND HISTORY AND CLASSIFICATION

The Fund is a Nebraska corporation organized on March 20, 1963 and is registered with the Securities and Exchange Commission (“SEC”) as an open-end, diversified investment management company under the Investment Company Act of 1940, as amended (the “1940 Act”). 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 that year.

INVESTMENT POLICIES, STRATEGIES AND RISKS

The sections below describe, in greater detail than in the Fund’s Prospectus, some of the different types of investments which may be made by the Fund and the different investment practices in which the Fund may engage.

Equities

Common Stocks

The Fund may invest in common stocks. Common stocks represent the residual ownership interest in the issuer and are entitled to the income and increase in the value of the assets and business of the entity after all of its obligations and preferred stock are satisfied. Common stocks generally have voting rights. Common stocks fluctuate in price in response to many factors including historical and prospective earnings of the issuer, the value of its assets, general economic conditions, interest rates, investor perceptions and market liquidity.

Convertible Securities

The Fund may invest in convertible securities. Convertible securities include corporate bonds, notes and preferred stock that can be converted into or exchanged for a prescribed amount of common stock of the same or a different issue within a particular period of time at a specified price or formula. A convertible security entitles the holder to receive interest paid or accrued on debt or dividends paid on preferred stock until the convertible security matures or is redeemed, converted or exchanged. While no securities investment is without some risk, investments in convertible securities generally entail less risk than the issuer’s common stock, although the extent to which such risk is reduced depends in large measure upon the degree to which the convertible security sells above its value as a fixed income security. The market value of convertible securities tends to decline as interest rates increase and, conversely, to increase as interest rates decline. While convertible securities generally offer lower interest or dividend yields than nonconvertible debt securities of similar quality, they do enable the investor to benefit from increases in the market price of the underlying common stock. Convertible securities are accorded the status of equities by the Fund because they may be converted into common stock at the election of the holder.

3

Fixed-Income Securities

The Fund may invest in a wide range of fixed-income securities.

The Fund may invest in investment grade corporate bonds, debentures, U.S. Treasury bonds and notes, and preferred stocks. Investment grade securities are those rated BBB or better by Standard & Poor’s^® (“S&P^®”), or Baa or better by Moody’s Investors Service^®, Inc. (“Moody’s”). Subject to the limitation below, the Fund may also invest in lower-rated or high yield debt securities (commonly known as “junk bonds”), and 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.

Corporate Debt Securities

Corporate debt securities are fixed-income securities issued by businesses to finance their operations, although corporate debt instruments may also include bank loans to companies. Notes, bonds, debentures and commercial paper are the most common types of corporate debt securities, with the primary difference being their maturities and secured or unsecured status. Commercial paper has the shortest term and is usually unsecured. The broad category of corporate debt securities includes debt issued by domestic companies of all kinds, including those with small-, mid- and large-capitalizations. Corporate debt may be rated investment grade or below investment grade and may carry variable or floating rates of interest.

Because of the wide range of types and maturities of corporate debt securities, as well as the range of creditworthiness of its issuers, corporate debt securities have widely varying potentials for return and risk profiles. For example, commercial paper issued by a large established domestic corporation that is rated investment grade may have a modest return on principal, but carries relatively limited risk. On the other hand, a long-term corporate note issued by a small foreign corporation from an emerging market country that has not been rated may have the potential for relatively large returns on principal, but carries a relatively high degree of risk.

Corporate debt securities carry both credit risk and interest rate risk. Credit risk is the risk that the Fund could lose money if the issuer of a corporate debt security is unable to pay interest or repay principal when it is due. Some corporate debt securities that are rated below investment grade are generally considered speculative because they present a greater risk of loss, including default, than higher quality debt securities. The credit risk of a particular issuer’s debt security may vary based on its priority for repayment. For example, higher-ranking (senior) debt securities have a higher priority than lower ranking (subordinated) securities. This means that the issuer might not make payments on subordinated securities while continuing to make payments on senior securities. In addition, in the event of bankruptcy, holders of higher-ranking senior securities may receive amounts otherwise payable to the holders of more junior securities. Interest rate risk is the risk that the value of certain corporate debt securities will tend to fall when interest rates rise. In general, corporate debt securities with longer terms tend to fall more in value when interest rates rise than corporate debt securities with shorter terms.

4

Junk Bonds

“Junk Bonds” generally offer a higher current yield than that available for higher-grade issues. However, lower-rated securities involve higher risks, in that they are especially subject to adverse changes in general economic conditions and in the industries in which the issuers are engaged, to changes in the financial condition of the issuers and to price fluctuations in response to changes in interest rates. During periods of economic downturn or rising interest rates, highly leveraged issuers may experience financial stress that could adversely affect their ability to make payments of interest and principal and increase the possibility of default. In addition, the market for lower-rated debt securities has expanded rapidly in recent years, and its growth paralleled a long economic expansion. At times in recent years, the prices of many lower-rated debt securities declined substantially, reflecting an expectation that many issuers of such securities might experience financial difficulties. As a result, the yields on lower-rated debt securities rose dramatically, but such higher yields did not reflect the value of the income stream that holders of such securities expected, but rather, the risk that holders of such securities could lose a substantial portion of their value as a result of the issuers’ financial restructuring or default. There can be no assurance that such declines will not recur. The market for lower-rated debt issues generally is thinner and less active than that for higher quality securities, which may limit the Fund’s ability to sell such securities at fair value in response to changes in the economy or financial markets. Adverse publicity and investor perceptions may also decrease the values and liquidity of lower-rated securities, especially in a thinly traded market. Changes by recognized rating services in their rating of a fixed-income security may affect the value of these investments. The Fund will not necessarily dispose of a security when its rating is reduced below the rating it carried at the time of purchase.

The Fund will not purchase junk bonds that have a credit quality rating lower than CC/Ca2 by either S&P^® or Moody’s, respectively, at the time of their acquisition for the Fund’s portfolio. The Fund will limit its investments in junk bonds to no more than 5% of its assets, determined at the time of purchase.

The purchase of junk bonds is not a principal strategy of the Fund.

Payment-In-Kind Securities and Strips

Payment-in-kind securities allow the issuer, at its option, to make current interest payments on the bonds either in cash or in bonds. Both zero-coupon securities and payment-in-kind securities allow an issuer to avoid the need to generate cash to meet current interest payments. Even though such securities do not pay current interest in cash, the Fund nonetheless is required to accrue interest income on these investments and to distribute the interest income at least annually to shareholders. Thus, the Fund could be required at times to liquidate other investments to satisfy distribution requirements. The Fund may also invest in strips, which are debt securities whose interest coupons are taken out and traded separately after the securities are issued but otherwise are comparable to zero-coupon securities. Like zero-coupon securities and payment-in-kind securities, strips are generally more sensitive to interest rate fluctuations than interest paying securities of comparable term and quality.

5

Preferred Stock

The Fund may invest in preferred stock. A preferred stock blends the characteristics of a bond and common stock. It can offer the higher yield of a bond and has priority over common stock in equity ownership but does not have the seniority of a bond, and its participation in the issuer’s growth may be limited. Preferred stock has preference over common stock in the receipt of dividends and in any residual assets after payment to creditors if the issuer is dissolved. Although the dividend is set at a fixed annual rate, in some circumstances it can be changed or omitted by the issuer.

U.S. Government Securities

U.S. government securities are high-quality instruments issued or guaranteed as to principal or interest by the U.S. Treasury or by an agency or instrumentality of the U.S. government. Not all U.S. government securities are backed by the full faith and credit of the United States. Some are backed by the right of the issuer to borrow from the U.S. Treasury; others are backed by discretionary authority of the U.S. government to purchase the agencies’ obligations; while others are supported only by the credit of the instrumentality. In the case of securities not backed by the full faith and credit of the United States, the investor must look principally to the agency issuing or guaranteeing the obligation for ultimate repayment.

U.S. government securities include Treasury Bills (which mature within one year of the date they are issued), Treasury Notes (which have maturities of one to ten years), Treasury Bonds (which generally have maturities of more than 10 years) and U.S. agency securities (which have a variety of maturities). All U.S. Treasury securities are backed by the full faith and credit of the United States, whereas U.S. agency securities are not always supported by the full faith and credit of the United States. While the Fund may invest in U.S. government securities of any type, the Fund primarily invests in Treasury securities.

Yields on short-, intermediate- and long-term U.S. government securities are dependent on a variety of factors, including the general conditions of the money and bond markets, the size of a particular offering and the maturity of the obligation. Debt securities with longer maturities tend to produce higher capital appreciation and depreciation than obligations with shorter maturities and lower yields. The market value of U.S. government securities generally varies inversely with changes in the market interest rates. An increase in interest rates, therefore, generally would reduce the market value of the Fund’s portfolio investments in U.S. government securities, while a decline in interest rates generally would increase the market value of the Fund’s portfolio investments in these securities.

Zero-Coupon Securities

Zero-coupon securities make no periodic interest payments, but are sold at a deep discount from their face value. The buyer recognizes a rate of return determined by the gradual appreciation of the security, which is redeemed at face value on a specified maturity date. The discount varies depending on the time remaining until maturity, as well as market interest rates, liquidity of the security, and the issuer’s perceived credit quality. If the issuer defaults, the Fund may not receive any return on its investment. Because zero-coupon securities bear no interest and compound semiannually at the rate fixed at the time of issuance, their value generally is more volatile than the value of other fixed-income securities. Since zero-coupon bondholders do not receive interest payments, when interest rates rise, zero-coupon securities fall more dramatically in value than bonds paying interest on a current basis. When interest rates fall, zero-coupon securities rise more rapidly in value because the bonds reflect a fixed rate of return. An investment in zero-coupon and delayed interest securities may cause the Fund to recognize income and make distributions to shareholders before it receives any cash payments on its investment.

6

Foreign Securities

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 (“ADRs”). ADRs are U.S. dollar denominated receipts typically issued by U.S. banks and trust companies that evidence ownership of underlying securities issued by a foreign corporation. ADRs include ordinary shares and New York shares (shares issued by non-U.S. companies that are listed on a U.S. securities exchange). ADRs are not necessarily denominated in the same currency as the underlying securities to which they may be connected.

Investing in foreign securities carries political and economic risks distinct from those associated with investing in the United States. Foreign investments may be affected by actions of foreign governments adverse to the interests of U.S. investors, including the possibility of expropriation or nationalization of assets, confiscatory taxation, restrictions on U.S. investment or on the ability to repatriate assets or to convert currency into U.S. dollars. There may be a greater possibility of default by foreign governments or foreign-government sponsored enterprises. Investments in foreign countries also involve a risk of local political, economic or social instability, military action or unrest or adverse diplomatic developments.

The purchase of foreign securities is not a principal strategy of the Fund.

Covered Call Options

The Fund may write (sell) covered call options on equity securities. Covered call options written by the Fund give the holder the right to buy the underlying securities from the Fund at a stated exercise price. A call option written by the Fund is “covered” if the Fund owns the underlying security that is subject to the call or has an absolute and immediate right to acquire that security without additional cash consideration (or for additional cash consideration held in a segregated account by its custodian bank) upon conversion or exchange of other securities held in its portfolio.

As a writer of a call option, the Fund receives a premium less a commission and in exchange foregoes the opportunity to profit from any increase in the market value of the security exceeding the call option price. The premium serves to mitigate the effect of any depreciation in the market value of the security. The premium paid by the buyer of an option will reflect, among other things, the relationship of the exercise price to the market price, the volatility of the underlying security, the remaining term of the option, the existing supply and demand, and the interest rates.

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The Fund, as a writer of a call option, may have no control over when the underlying securities must be sold because it may be assigned an exercise notice at any time prior to the termination of the obligation. Exercise of a call option by the purchaser will cause the Fund to forego future appreciation of the securities covered by the option. Whether an option expires unexercised, the Fund retains the amount of the premium. This amount may, in the case of a covered call option, be offset by a decline in the market value of the underlying security during the option period. If a call option is exercised, the Fund experiences a profit or loss from the sale of the underlying security. Thus, during the option period, the Fund gives up the opportunity for appreciation in the market value of the underlying security or currency above the exercise price. It retains the risk of the loss should the price of the underlying security decline.

The Fund may write exchange-traded call options against shares held in its securities portfolio, 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.

The writing of covered call options is not a principal strategy of the Fund.

Investments in Other Investment Companies

The Fund may invest in the securities of other investment companies. Investments in the securities of other investment companies may involve duplication of advisory fees and certain other expenses. By investing in another investment company, the Fund becomes a shareholder of that investment company. As a result, Fund shareholders indirectly will bear the Fund’s proportionate share of the fees and expenses paid by shareholders of the other investment company, in addition to the fees and expenses Fund shareholders directly bear in connection with the Fund’s own operations.

The Fund intends to limit its investments in securities issued by other investment companies in accordance with the 1940 Act. Section 12(d)(1) of the 1940 Act precludes a Fund from acquiring (i) more than 3% of the total outstanding shares of another investment company; (ii) shares of another investment company having an aggregate value in excess of 5% of the value of the total assets of the Fund; or (iii) shares of another registered investment company and all other investment companies having an aggregate value in excess of 10% of the value of the total assets of the Fund. However, Section 12(d)(1)(F) of the 1940 Act provides that the provisions of paragraph 12(d) shall not apply to securities purchased or otherwise acquired by the Fund if (i) immediately after such purchase or acquisition not more than 3% of the total outstanding shares of such investment company is owned by the Fund and all affiliated persons of the Fund; and (ii) the Fund has not offered or sold, and is not proposing to offer or sell its shares through a principal underwriter or otherwise at a public or offering price that includes a sales load of more than 1 1/2%.

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If the Fund invests in investment companies pursuant to Section 12(d)(1)(F), it must comply with the following voting restrictions: when the Fund exercises voting rights, by proxy or otherwise, with respect to investment companies owned by the Fund, the Fund will either seek instruction from the Fund’s shareholders with regard to the voting of all proxies and vote in accordance with such instructions, or vote the shares held by the Fund proportionate to the vote of all other holders of such security. In addition, an investment company purchased by the Fund pursuant to Section 12(d)(1)(F) shall not be required to redeem its shares in an amount exceeding 1% of such investment company’s total outstanding shares in any period of less than thirty days.

The investment in other investment companies is not a principal strategy of the Fund.

Other Investment Policies, Strategies, and Risks

Temporary Defensive Positions

During periods of 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, generally U.S. Treasury securities.

Turnover

Turnover measures the percentage of a fund’s total portfolio market value that was purchased or sold during the period. A fund’s turnover rate provides an indication of how transaction costs (which are not included in a fund’s expenses), may affect a fund’s performance. Also, funds with a high turnover may be more likely to distribute capital gains that may be taxable to shareholders.

The Fund makes each investment 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. Therefore, the Fund does not expect there to be material changes in its turnover rate. In the 10 years ending December 31, 2005, the portfolio turnover rate for the Fund ranged from a high of 26% in 2003 to a low of 8% in 1996. The median portfolio turnover for the past 10 years was 18% and the average portfolio turnover for such period was 18%. The Fund’s portfolio turnover rate for 2004 and 2005 was 17% and 24%, respectively. However, portfolio turnover rates could increase significantly in order to respond to turbulent conditions in the securities market.

INVESTMENT LIMITATIONS

In addition to the investment policies and limitations described above and in the Prospectus, the Fund has adopted the following investment limitations, which are fundamental policies and cannot be changed without the approval of a majority of the outstanding voting securities of the Fund. Under the 1940 Act, the approval of a majority of the outstanding voting securities of the Fund requires the affirmative vote of the lesser of (1) more than 50% of the outstanding shares of the Fund; or (2) 67% or more of the shares of the Fund present at a shareholders’ meeting if more than 50% of the outstanding shares are represented at the meeting in person or by proxy.

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    The Fund shall not:

1.            Concentrate its investments in a particular industry or group of related industries by committing more than 25% of total assets to securities in any one industry or group of
related industries.

2.Make investments which will cause more than 5% of the Fund’s total assets (at the time of purchase) to be invested in the securities of any one issuer, except for investments in U.S. government securities.

3.Acquire more than 10% of the voting stock of any one issuer and 10% of any one class of the outstanding securities of any one issuer through initial or subsequent investments. 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.

4.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 of operation.

5. Issue any preferred stock or other senior securities.

6.Invest in companies for the purpose of exercising control or management.

7.Invest outside of the area of securities or purchase or sell real estate, commodities or commodity contracts.

8.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.)

9.Borrow money, 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.

10.Purchase securities on margin or make short sales.

11.Engage in the underwriting of the securities of other issuers.

12.Purchase restricted or non-registered securities.

13.Purchase or sell put or call options, except the Fund may write or sell covered call options as described above.

14.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 a customary broker’s commission, or where the acquisition is part of a plan or merger or consolidation.

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DISCLOSURE OF PORTFOLIO HOLDINGS

The Board of Directors of the Fund has adopted portfolio disclosure policies (“Policies”) that govern the timing and circumstances of the disclosure of the Fund’s portfolio holdings to any person to ensure that such disclosure is in the best interests of the Fund’s shareholders. Bridges Investment Management, Inc., the Fund’s investment adviser (“Adviser”), has also adopted the Fund’s Policies with respect to the disclosure of the Fund’s portfolio holdings. In creating the Policies, the Adviser and the Fund’s Board of Directors considered actual and potential material conflicts that could arise between the interests of Fund shareholders, the Adviser, distributor, or any other affiliated person of the Fund. The Policies authorize the Fund’s President or Chief Compliance Officer (“CCO”) to consider and approve the dissemination of the Fund’s non-public portfolio holdings to persons with a legitimate business purpose for the information after considering the best interests of the Fund’s shareholders and potential conflicts in making such disclosures. All non-public disclosures of the Fund’s portfolio holdings to third parties made pursuant to these Policies are to be reported to the Fund’s CCO to facilitate periodic reporting to the Board of Directors.

Disclosure of the Fund’s complete holdings is required to be made quarterly within 60 days of each quarter-end in the Annual Report and Semi-Annual Report to Fund shareholders and in the quarterly holdings reports filed with the SEC on Form N-Q. These reports are available, free of charge, on the EDGAR database on the SEC’s website at www.sec.gov. The Fund also discloses its quarterly holdings on the Fund’s website at www.bridgesfund.com. The quarterly holdings are normally updated within 1 to 4 business days after the end of the most recent quarter.

The Fund’s portfolio holdings may be disclosed between and among the following persons (collectively “Internal Parties”) for legitimate business purposes within the scope of their official duties and responsibilities, subject to the continuing legal duties of confidentiality and not to trade on the basis of any material nonpublic information imposed under any applicable contracts, codes of ethics, laws, rules and regulations:

·    The Fund’s Board of Directors;

·    The Adviser;

·    The distributor, fund accountant, sub-administrator, transfer agent, or custodian to the Fund; and

·    An accounting firm or legal counsel hired by the Fund, the Adviser, or the Board of Directors.

The Internal Parties may receive the Fund’s portfolio holdings as frequently as daily, with no lag. The Board of Directors believes that its policy regarding disclosure to Internal Parties is sufficient to provide the Fund and its shareholders with adequate protection.

In addition to the Fund’s public disclosure on its website, the Fund’s portfolio holdings may also be disclosed in response to a regulatory request, court order or other legal proceeding, or when necessary and appropriate with a legitimate business purpose to statistical or consulting agencies, pricing services, financial printers, proxy voting service providers and other third parties (collectively “Third Parties”) that provide services to the Fund and/or Internal Parties. All Third Parties that receive the Fund’s portfolio holdings are subject to the continuing legal duties of confidentiality and not to trade on the basis of any material nonpublic information imposed under any applicable contracts, codes of ethics, laws, rules and regulations. The frequency and lag with which the Fund’s portfolio holdings may be disclosed to Third Parties is determined based on the facts and circumstances of the business purpose for the disclosure.

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No person is authorized to pay or receive any compensation or other consideration, including any agreement to maintain assets in the Fund or other accounts managed by the Adviser or by any affiliated person of the Adviser, for the purpose of obtaining information concerning the Fund’s portfolio holdings.

Any suspected breach of the Fund’s Policies is to be reported immediately to the Fund’s CCO or in the CCO’s absence, to the Fund’s President. The Board exercises oversight of the Policies through a compliance report prepared by the Fund’s CCO regarding the operation of the Policies in accordance with the Fund’s Compliance Program Policies and Procedures (of which the Policies and the Codes of Ethics are a part). The compliance report contains all disclosures of the Fund’s portfolio holdings to Third Parties made pursuant to the Policies and any suspected breach of the Policies. The compliance report is provided to the Board annually or more frequently at the option of the Board or the Fund’s CCO.

There is no assurance that the Fund’s Policies will protect the Fund from the potential misuse of holdings information by individuals or firms in possession of such holdings information. The Board of Directors reserves the right to amend the Policies at any time, without prior notice, in their sole discretion.

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 Fund’s officers, who are chosen by and accountable to the Board of Directors, handle the day-to-day operation of the Fund.

The following table is a list of the Directors and officers of the Fund, their age, business address and principal occupation during the past five years, any affiliation with the Fund’s Adviser, the length of service to the Fund, the names of any entities other than the Fund where they hold a position on the board of directors. Unless otherwise noted, an individual’s business address is 256 Durham Plaza, 8401 West Dodge Road, Omaha, Nebraska, 68114.

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Non-Interested/Independent Directors
Name, Address (if applicable) and Age	Position(s) Held with Fund	Term of Office and Length of Time Served	Principal Occupation(s) During Past Five Years	Other Trusteeships/ Directorships Held by Director
N. Phillips Dodge, Jr. Age: 69	Director	One Year; Since 1983	President, N. P. Dodge Company, 1978-present	American States Water Company*; Omaha Public Power District
John W. Estabrook Age: 78	Director	One Year; Since 1979	Retired since 1992; previously was President and Chief Administrative Officer of Nebraska Methodist Hospital from 1959-1987 and President of Nebraska Methodist Health System from 1987-1992	Provident Trust Company; Nebraska Methodist Hospital Foundation; Jennie Edmundsen Hospital
Jon D. Hoffmaster Age: 57	Director	One Year; Since 1993	President, W.F. Enterprises, LLC, 2003-present; President and Chief Operating Officer, Chief Financial Officer, Executive Vice President of InfoUSA from 1987-1998 and President and Chief Executive Officer of First National Bank of Bellevue, Nebraska from 1980-1987	None
John J. Koraleski(1) Age: 55	Chairman Director	One Year; Since 2005 One Year; Since 1995	Executive Vice President-Marketing & Sales, Union Pacific Railroad Company, 1999-present; has been serving Union Pacific Railroad Company in various capacities since 1972	Union Pacific Foundation
Gary L. Petersen Age: 62	Director	One Year; Since 1987	Retired since 1986; previously was President of Petersen Manufacturing Co. Inc. from 1979-1986, prior to becoming President, served Petersen Manufacturing in various capacities beginning in 1966	None

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Name, Address (if applicable)
and Age   Position(s)
Held with
Fund   Term of Office and Length of Time Served   Principal Occupation(s)
During Past Five Years   Other Trusteeships/
Directorships Held by
Director

Roy A. Smith Age: 71	Director	One Year; Since 1976	President, Old Mill Toyota, 1978-present; President, H.P. Smith Motors , Inc., 1964-1997	Mid City Bank of Omaha
L.B. Thomas Age: 70	Director	One Year; Since 1992	Retired since 1996; previously was Senior Vice President, Risk Officer and Corporate Secretary of ConAgra, Inc. and held various other executive level positions at ConAgra from 1960-1996	Lozier Corp.; Exchange Bank of Mound City; Nebraska Methodist Health Systems
John K. Wilson Age: 52	Director	One Year; Since 1999	President, Durham Resources, LLC, 1994-present; has been serving Durham Resources in various capacities since 1983	MDU Resources Group, Inc.*

* Indicates publicly traded company or investment company.

⁽¹⁾ Mr. Koraleski serves as the Lead Independent Director.

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Interested Directors
Name, Address (if applicable) and Age	Position(s) Held with Fund	Term of Office and Length of Time Served	Principal Occupation(s) During Past Five Years	Other Trusteeships/ Directorships Held by Director
Edson L. Bridges II(1) Age: 73	Chairman Emeritus Vice Chairman Chairman President Chief Executive Officer Director	One Year; Since 2006 One Year; From 2005-2006 One Year; From 1997-2005 One Year; From 1970-1997 One Year; From 1997-2004 One Year; Since 1963	President, Bridges Investment Counsel, Inc., 1970-present; President, Bridges Investor Services, Inc., 1987-present; President, Provident Trust Company, 1992-present; Executive Administrator, Bridges Investment Management, Inc., 2000-present	Bridges Investment Management, Inc.; Bridges Investment Counsel, Inc.; Bridges Investor Services, Inc.; N.P. Dodge Company; Airlite Plastics Company; Provident Trust Company; Store Kraft Manufacturing Company; West Omaha Land & Cattle Company
Edson L. Bridges III(2) Age: 47	President Chief Executive Officer Chief Investment Officer Director	One Year; Since 1997 One Year; Since 2004 One Year; Since 2004 One Year; Since 1991	President, Bridges Investment Management, Inc., 1994-present; Executive Vice President, Bridges Investment Counsel, Inc., 1993-present; held various other professional level positions at Bridges Investment Counsel from 1983-1993; Vice President, Provident Trust Company, 1992-present; held various positions at Bridges Investor Services Inc., 1987-present, most recently Chairman	Bridges Investment Management, Inc.; Bridges Investment Counsel, Inc.; Bridges Investor Services, Inc.; Provident Trust Company; Stratus Fund, Inc.*

* Indicates publicly traded company or investment company.

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

⁽²⁾ Edson L. Bridges III is the son of Edson L. Bridges II. Mr. Bridges III is an interested person because he is an officer of the Fund and a director and officer of the Fund’s investment adviser, Bridges Investment Management, Inc.

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Officers
Name, Address (if applicable) and Age	Position(s) Held with Fund	Term of Office and Length of Time Served	Principal Occupation(s) During Past Five Years	Other Trusteeships/ Directorships Held by Officer
Nancy K. Dodge Age: 44	Treasurer	One Year; Since 1986	Vice President, Bridges Investment Management, Inc., 2000-present; held various other positions at Bridges Investment Management, Inc. and Bridges Investment Counsel, Inc., 1980-present; Trust Administrator, Provident Trust Company, 1992-present; held various positions at Bridges Investor Services, Inc., 1987-present, most recently Vice President	Bridges Investor Services, Inc.
Starr Frohlich 615 East Michigan Milwaukee, WI 53202 Age: 33	Assistant Secretary	One Year; Since 2004	Assistant Vice President and Compliance Administrator, U.S. Bancorp Fund Services, LLC, 1997-present	None
Randall D. Greer Age: 54	Executive Vice President Vice President Chief Compliance Officer	One Year; Since 2005 One Year; From 2003-2005 One Year; Since 2004	Vice President, Bridges Investment Management, Inc., 2002-present; Senior Vice President, Bridges Investment Counsel, Inc., 2002-present; Vice President, Provident Trust Company, 2002-present; Vice President, Bridges Investor Services, Inc., 2003-present; Chief Investment Officer of Westchester Capital Management, Inc., 2000-2002; held various management positions with Kirkpatrick, Pettis, Smith, Polian Inc. (investment banking firm and broker-dealer), 1975-2000	None
Jason Hadler 615 East Michigan Milwaukee, WI 53202 Age: 30	Assistant Treasurer	One Year; Since 2004	Compliance Administrator, U.S. Bancorp Fund Services, LLC, 2003-present; Senior Financial Analyst, UMB Fund Services, 2000-2003; Financial Analyst, UMB Fund Services, 1998-2000	None

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Name, Address (if applicable)
and Age   Position(s)
Held with
Fund   Term of
Office and
Length of
Time
Served   Principal Occupation(s)
During Past Five Years   Other Trusteeships/
Directorships Held by
Officer

Brian Kirkpatrick Age: 34	Vice President	One Year; Since 2000	Vice President of Bridges Investment Management, Inc., 1994 -present; held various positions with Bridges Investment Counsel, Inc., 1992-present, most recently Vice President; Trust Assistant, Provident Trust Company, 1995-present	None
Mary Ann Mason Age: 54	Secretary	One Year; Since 1987	Corporate Secretary and Treasurer, Bridges Investment Counsel, Inc., 1981-present; Secretary/Treasurer, Bridges Investment Management, Inc., 1994-present; Secretary and Treasurer, Bridges Investor Services, Inc., 1987-present; Secretary, Treasurer, and Trust Administrator, Provident Trust Company, 1992-present	Bridges Investor Services, Inc.
Linda Morris Age: 39	Assistant Treasurer	One Year; Since 2000	Held various positions with Bridges Investment Counsel, Inc., 1992-present, most recently as Associate Director of Accounting; Trust Assistant, Provident Trust Company, 1995-present	None
Trinh Wu Age: 48	Controller	One Year; Since 2001	Lead Accountant, Bridges Investment Counsel, Inc., 1997-present;	None

* Indicates publicly traded company or investment company.

Committees

The Fund has an Audit Committee, consisting of Messrs. Estabrook, Hoffmaster (Chair), Thomas and Wilson. Messrs. Hoffmaster and Wilson have also been deemed to be Audit Committee Financial Experts within the meaning of the Sarbanes Oxley Act and the regulations thereunder. The members of the Audit Committee are not “interested” persons of the Fund (as defined in the 1940 Act). The primary responsibilities of the Fund’s Audit Committee are to establish the scope of review for the annual audit by the Fund’s independent registered public accounting firm, and to work with representatives of the Fund’s independent registered public accounting firm to establish such guidelines and tests for the audit which are deemed appropriate and necessary. The Audit Committee met three times during the Fund’s most recent fiscal year.

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The Fund also has an Administrative and Nominating Committee, consisting of Messrs. Dodge Jr., Petersen (Chair), and Smith, each of whom is a disinterested member of the Board. The primary responsibilities of the Administrative and Nominating Committee are to periodically review the composition of the Board of Directors to determine whether it may be appropriate to add individuals with different backgrounds or skill sets from those already on the Board, evaluate candidates’ qualifications for Board membership, including such candidates’ independence from the Fund’s investment manager, and make nominations for independent director membership on the Board. The Administration and Nominating Committee will consider nominees recommended by Fund shareholders. Such recommendations should be in writing and addressed to the Fund, Attention: Administration and Nominating Committee, with the name, address, biographical information and telephone number of the person recommended and of the recommending person. In addition, the Administration and Nominating Committee periodically reviews and makes recommendations with respect to Board governance procedures, compensation, and the Fund’s investment advisory agreement. In the absence of the Board Chairman, the Chairman of the Administration and Nominating Committee presides over the Board of Directors. The Administrative and Nominating Committee met three times during the Fund’s most recent fiscal year.

Director Share Ownership

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

Name of Director or Nominee	Dollar Range of Equity Securities in the Fund
	None	$1 - $10,000	$10,001 - $50,000	$50,001 - $100,000	Over $100,000
Edson L. Bridges II					X
Edson L. Bridges III					X
N. Phillips Dodge, Jr.					X
John W. Estabrook					X
Jon D. Hoffmaster			X
John J. Koraleski				X
Gary L. Petersen					X
John T. Reed(1)		X
Roy A. Smith					X
Janice D. Stoney(1)				X
L.B. Thomas			X
John K. Wilson				X

⁽¹⁾Mr. Reed and Ms. Stoney elected not to stand for re-election as Board members after the 2006 Annual Meeting of Shareholders held on March 22, 2006.

Director Interest in Adviser or Affiliates

As of December 31, 2005, neither the Directors who are “not interested” persons of the Fund, as that term is defined in the 1940 Act, nor members of their immediate family, own securities beneficially or of record in the Adviser or any affiliate of the Adviser. Accordingly, as of December 31, 2005, neither the Directors who are “not interested” persons of the Fund, as that term is defined in the 1940 Act, nor members of their immediate family, have direct or indirect interest, the value of which exceeds $60,000, in the Adviser or any of their affiliates.

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Director Interest in Any Material Transactions with Adviser or Affiliates

During the two most recently completed calendar years, neither the Directors who are “not interested” persons of the Fund, as that term is defined in the 1940 Act, nor members of their immediate family, have conducted any transactions (or series of transactions) in which the amount involved exceeds $60,000 and to which the Adviser or any affiliate of the Adviser were a party.

Director and Officer Compensation

No officer, director or employee of Bridges Investment Management, Inc. receives any compensation from the Fund for acting as a Director or officer of the Fund. The following table shows the compensation earned by each Director of the Fund for the year ended December 31, 2005.

Name of Person	Aggregate Compensation From Fund	Pension or Retirement Benefits Accrued As Part of Fund’s Expenses	Estimated Annual Benefits Upon Retirement	Aggregate Compensation From Fund Paid to Directors
Interested Directors
Edson L. Bridges II	$0	$0	$0	$0
Edson L. Bridges III	$0	$0	$0	$0
Disinterested Directors
N. P. Dodge, Jr.	$1,300	$0	$0	$1,300
John W. Estabrook	$1,900	$0	$0	$1,900
Jon D. Hoffmaster	$1,750	$0	$0	$1,750
John J. Koraleski	$2,050	$0	$0	$2,050
Gary L. Petersen	$1,900	$0	$0	$1,900
John T. Reed(1)	$2,050	$0	$0	$2,050
Roy A. Smith	$1,900	$0	$0	$1,900
Janice D. Stoney(1)	$1,900	$0	$0	$1,900
L.B. Thomas	$2,050	$0	$0	$2,050
John K. Wilson	$1,600	$0	$0	$1,600

⁽¹⁾Mr. Reed and Ms. Stoney elected not to stand for re-election as Board members after the 2006 Annual Meeting of Shareholders held on March 22, 2006.

Other Management Disclosures

Edson L. Bridges II is an officer of Bridges Investment Management, Inc., the Fund’s investment adviser. Mr. Bridges II serves on the board of directors of N.P. Dodge Company (the “Company”), a commercial and residential real estate brokerage company in Omaha, Nebraska. N.P. Dodge, Jr. has served as the Company’s chief executive officer since 1978. Mr. Dodge also serves as an independent or disinterested director of the Fund.

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Principal Shareholders, Control Persons and Management Ownership

A control person is a shareholder that owns beneficially, directly or through controlled companies, more than 25% of the voting securities of a company or acknowledges the existence of control. Beneficial ownership is determined by the right to vote or direct the disposition of voting securities. Shareholders owning voting securities in excess of 25% may determine the outcome of any matter affecting and voted on by shareholders of the Fund. The Fund has no control persons as of March 31, 2006.

A principal shareholder is any person who owns of record or beneficially, 5% or more of the outstanding shares of the Fund. As of March 31, 2006, the following shareholders were considered to be a principal shareholder of the Fund, through record or beneficial ownership as set forth below:

Principal Holders of the Fund

Name and Address	% Ownership	Nature of Ownership
SEI Private Trust Company c/o Great Western One Freedom Valley Drive Oaks, PA 19456	7.33%	Holder of record
Provident Trust Company (1) 8401 W. Dodge Road, Suite 256 Omaha, NE 68114 -3493	8.11% 41.94%	Beneficial ownership Holder of record, which also includes beneficial ownership

⁽¹⁾ Provident Trust Company (“PTC”) is managed by personnel of Bridges Investment Counsel, Inc. (“BIC”) under a management agreement. PTC holds shares of the fund for its customers and does not own any shares of the Fund as principal. Fund shares held by PTC as custodian or agent are voted and controlled by the PTC customer. PTC acts as trustee or co-trustee for certain accounts and may vote Fund shares in that capacity. PTC’s practice is to deliver proxies to the beneficial owners or other representatives for the customer accounts in all situations where such practice is administratively feasible and legally possible. When PTC does vote Fund shares, an officer of PTC who is not an employee of BIC, Bridges Investment Management, Inc. (“BIM”), or the Fund, may vote proxies for customers where an independent point of view and the avoidance of a conflict of interest are important considerations. Fund Directors John W. Estabrook, Edson L. Bridges II and Edson L. Bridges III are also directors of PTC.

In addition, as of March 31, 2006, the Directors and officers as a group beneficially owned 11.41% of the outstanding shares of the Fund.

Investment Adviser and Administrator

BIM, 8401 West Dodge Road, Omaha, Nebraska, 68114, provides investment advice to the Fund and serves as the Fund’s Administrator. BIM was organized as a Nebraska corporation in 1994 and registered with the SEC as an investment adviser in December 1999. Edson L. Bridges III owns the majority of BIM stock and Edson L. Bridges II and Edson L. Bridges III control BIM through a voting trust agreement.

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Under an Investment Advisory Agreement (“Current Advisory Agreement”) between the Fund and BIM, BIM provides continuous investment supervision for the Fund in accordance with the Fund’s investment objectives, policies, strategies and limitations and oversees the day-to-day operations of the Fund, subject to the supervision of the Board of Directors. BIM pays all costs related to the registration of the Fund with the SEC under the 1940 Act and all expenses of qualifying and maintaining the qualification of Fund shares under the securities laws of such states as the Fund may designate from time to time. In addition, BIM has agreed to waive its fee and/or reimburse operating expenses to the extent that total Fund expenses (exclusive of stamp and other taxes but including fees paid to BIM) exceed 1.50% of average net assets each year.

As the Fund’s Administrator, BIM prepares and coordinates reports and other materials supplied to the Directors; prepares and/or supervises the preparation and filing of all securities filings, periodic financial reports, prospectuses, statements of additional information, proxies, marketing materials, tax returns, shareholder reports and other regulatory reports or filings required of the Fund; prepares all required notice filings necessary to maintain the Fund’s ability to sell shares in all states where the Fund currently does, or intends to do business; coordinates the preparation, printing and mailing of all materials (e.g., annual and quarterly reports, proxy materials) required to be sent to shareholders; coordinates the annual proxy solicitation and shareholders’ meeting; coordinates the preparation and payment of Fund related expenses; monitors and oversees the activities of the Fund’s servicing agents (i.e., Transfer Agent, Custodian, Fund Accountant, Sub-Administrator, etc.); reviews and adjusts as necessary the Fund’s daily expense accruals; and performs such additional services as may be agreed upon by the BIM.

For these services, the Fund pays BIM a quarterly fee of one-eighth (⅛) of one percent (1%) of the average net asset value of the Fund, as determined at the close of each month in the quarterly period. In addition, the Fund pays BIM an annual fee not to exceed $42,000 for providing administrative services to the Fund.

From the commencement of the Fund in April 1963 until April 2004, BIC, 8401 West Dodge Road, Omaha, Nebraska, 68114, served as the Fund’s investment adviser. The terms of the Current Advisory Agreement with BIM are substantially similar to the prior investment advisory agreement (“Prior Advisory Agreement”) with BIC and are identical with respect to compensation to be paid by the Fund for advisory services. The Fund paid BIC a quarterly fee of one-eighth (⅛) of one percent (1%) of the average net asset value of the Fund, as determined at the close of each month in the quarterly period. In addition, the Fund paid BIC an annual fee not to exceed $20,000 for providing administrative services to the Fund.

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The table below shows the amount of advisory and administrative services fees paid by the Fund for the period January 1, 2003 through December 31, 2005.

	Advisory Fees		Administrative Services Fees
	BIC	BIM	BIC	BIM
2003	$266,705	N/A	$20,000	N/A
2004	$96,989	$239,022	$15,000	$10,500
2005	N/A	$379,884	N/A	$42,000

The Current Advisory Agreement with BIM will continue in effect only so long as such continuance is specifically approved at least annually by the Board of Fund Directors or by vote of a majority of the outstanding voting securities of the Fund.

Portfolio Manager

Mr. Edson L. Bridges III is the primary portfolio manager for the Fund. Mr. Brian M. Kirkpatrick serves as sub-portfolio manager for the Fund. The following provides information regarding other accounts that are managed by the primary and sub-portfolio managers as of December 31, 2005:

Name of Person - Other Accounts-	Total Number of Accounts	Total Assets (in millions)	Total Number of Accounts with Performance Based Fees	Total Assets of Accounts with Performance Based Fees
Edson L. Bridges III
Registered Investment Company	1	$82.0	0	$0
Other Pooled Investment Vehicles	0	$0	0	$0
Other Accounts	385	$889.0	0	$0
Brian M. Kirkpatrick
Registered Investment Company	1	$82.0	0	$0
Other Pooled Investment Vehicles	0	$0	0	$0
Other Accounts	167	$100.0	0	$0

Mr. Bridges III and the sub-portfolio manager manage other accounts, which may share the Fund’s primary investment objective of long-term capital appreciation, with a secondary objective of generation of a modest amount of current income. Because of the similarities in the investment objectives and strategies of the Fund and the other accounts, conflicts of interest may arise. As a result, BIM has adopted trade allocation procedures that, among other things, insure that trades are allocated fairly and equitably to the other accounts and the Fund consistent with BIM’s fiduciary duty to each client. In determining a fair allocation, BIM takes into account a number of factors, including among other things, BIM’s fiduciary duty to each client, any potential conflicts of interest, the size of the transaction, the relative size of a client’s portfolio, cash available for investment and suitability.

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BIM has not identified any other material conflicts between the Fund and other accounts managed by Mr. Bridges III and the sub-portfolio manager. However, actual or apparent conflicts of interest may arise in connection with the day-to-day management of the Fund and other accounts. The management of the Fund and other accounts may result in unequal time and attention being devoted to the Fund and other accounts. BIM’s management fees for the services it provides to other accounts vary and may be higher or lower than the advisory fees it receives from the Fund. This could create potential conflicts of interest in which the portfolio manager may appear to favor one investment vehicle over another resulting in an account paying higher fees or one investment vehicle out performing another.

As of December 31, 2005, the compensation Mr. Bridges III and the sub-portfolio manager receive is paid indirectly by BIM through its outsourcing agreement with BIC and is not paid by the Fund. Their compensation primarily consists of a base salary and a bonus. The portfolio managers’ base salaries are generally reviewed annually and any increases are based on consideration of various factors, including, but not limited to, merit, cost of living increases, and employment market competition. Bonuses are primarily determined based on individual merit, which includes the performance of the Fund and other accounts, and BIM’s profitability. Along with all other employees of BIM, Mr. Bridges III and the sub-portfolio manager may also participate in any of three retirement plans; a 401(k) plan, a profit sharing plan, and a money purchase pension plan. The 401(k) plan offers a salary deferral option without a company match. The profit sharing plan is irregularly funded based upon annual profitability, whereas the money purchase pension plan is funded annually based on actuarial assumptions. Other than the performance of the Fund being one factor in determining the portfolio managers’ annual bonus, the portfolio managers’ salary, bonus or retirement plan benefits are not based on the performance of the Fund or the value of the Fund’s assets.

Set forth below are the dollar ranges of securities of the Fund beneficially owned by Mr. Bridges III and the sub-portfolio manager as of December 31, 2005.

Key
A.	None
B.	$1 - $10,000
C.	$10,001-$50,000
D.	$50,001 - $100,000
E.	$100,001 - $500,000
F.	$500,001 - $1,000,000
G.	Over $1,000,000

Name of Portfolio Manager	Dollar Range of Equity Securities in the Fund
Edson L. Bridges III	G
Brian M. Kirkpatrick	E

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Code of Ethics

The Fund, BIM, and the distributor have adopted codes of ethics (“Codes”) pursuant to Rule 17j-1 under the 1940 Act, which governs personal securities trading by the Directors and officers of the Fund and personnel of the Investment Adviser and the distributor. These Codes permit such individuals to purchase and sell securities, including securities which are purchased, sold or held by the Fund, but only subject to certain conditions designed to ensure that purchases and sales by such individuals do not adversely affect the Fund’s investment activities.

Proxy Voting Policy and Procedures

The Fund’s Board of Directors has adopted proxy voting policy and procedures that it believes are reasonably designed to ensure that proxies are voted in the best interest of Fund shareholders. The Fund authorizes BIM, as the Fund’s investment adviser, to exercise its proxy voting responsibilities with a goal of maximizing the long-term value of Fund investments. BIM officers and employees are to use the Fund’s proxy voting policy as a guideline, but each voting decision involves a unique set of facts that needs to be considered in determining whether the vote is in the best interests of the Fund and its shareholders.

In situations where BIM or its affiliated parties have a material conflict of interest, the company will provide the Fund with full disclosure of the material conflict of interest and forward the proxy to a proxy subcommittee appointed by the Fund’s Administrative and Nominating Committee, which is comprised solely of independent directors, for voting in accordance with the Fund’s proxy voting policy.

BIM has established an Investment Committee, which is responsible for determining the Fund’s votes based on the Fund’s proxy voting policy. In most instances, the BIM Investment Committee will delegate the proxy vote determination to individual committee members who are responsible for security analysis of the same securities. All questions concerning interpretation of the Fund’s proxy policy are decided by a majority vote of the BIM Investment Committee. The BIM Investment Committee will maintain a list of securities in which there may be a conflict of interest under the Fund’s proxy voting policy.

The actual voting records relating to portfolio securities during the most recent 12-month period ended June 30 are available without charge by calling toll-free (866) 934-4700, locally (402) 397-4700, by sending a written request to Bridges Investment Management, Inc., Attention: Mary Ann Mason, 8401 West Dodge Road, Suite 256, Omaha, Nebraska 68114, by accessing the Fund’s website at www.bridgesfund.com, or by accessing the SEC’s website at www.sec.gov.

Fund Accountant, Fund Administrator, Transfer Agent and Custodian

BIM has entered into a separate Fund Accounting Servicing Agreement and Fund Sub-Administration Servicing Agreement with U.S. Bancorp Fund Services, LLC (“USBFS”), 615 East Michigan Street, Milwaukee, Wisconsin 53202. Under the Fund Accounting Servicing Agreement, USBFS’s duties include: (i) portfolio accounting services; (ii) expense accrual and payment services; (iii) fund valuation and financial reporting services; (iv) tax accounting services; (v) compliance control services; and (vi) daily accounting functions. For these services, the Fund pays USBFS a monthly fee based on the total annual rate of $26,000 for the first $25 million of Fund assets, .03% of the next $25 million of Fund assets, .02% of the next $50 million of Fund assets, and .01% of assets exceeding $100 million, in addition to reimbursement of certain out of pocket expenses, including pricing expenses.

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

USBFS, is the Dividend Disbursing and Transfer Agent for the Fund under a Transfer Agent Servicing Agreement. As transfer and dividend disbursing agent, USBFS’s duties include: (i) issuance and redemption of Fund shares; (ii) making dividend and other distributions to shareholders of the Fund; (iii) responding to correspondence by Fund shareholders and others relating to its duties; (iv) maintaining shareholder accounts; and (v) issuing Form 1099 or Form 5498 information to Fund shareholders each year.

U.S. Bank National Association (“Custodian”), an affiliate of USBFS, 425 Walnut Street, M.L. CN-OH-W6TC, Cincinnati, Ohio 45202, serves as custodian of the Fund’s assets pursuant to a Custody Agreement. Under the Custody Agreement, the Custodian’s duties include: (i) holding securities of the Fund in a separate account in the name of the Fund; (ii) making receipts and disbursements of money on behalf of the Fund; (iii) collecting and receiving all income and other payments and distributions on account of the Fund’s portfolio investments; (iv) maintaining books and records in accordance with applicable laws; and (v) making periodic reports to the Fund concerning the Fund’s operations. The Custodian does not exercise any supervisory function in management matters such as the purchase and sale of portfolio securities.

Distributor

Quasar Distributors, LLC (the “Distributor”), an affiliate of USBFS, serves as the Fund’s distributor in connection with the continuous offering of the Fund’s shares on a no-load basis. The principal executive offices of the Distributor are located at 615 East Michigan Street, Milwaukee, Wisconsin 53202. The Distributor is registered with the SEC as a broker-dealer under the Securities Exchange Act of 1934 and is a member of the NASD.

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

A Service Organization may charge a Customer one or more of the following types of fees, as agreed upon by the Service Organization and the Customer, with respect to the cash management or other services provided by the Service Organization: (1) account fees (a fixed amount per month or per year); (2) transaction fees (a fixed amount per transaction processed); (3) compensating balance requirements (a minimum dollar amount a Customer must maintain in order to obtain the services offered); or (4) account maintenance fees (a periodic charge based upon the percentage of assets in the account or of the dividend paid on those assets). A Customer of a Service Organization should read the Prospectus and SAI in conjunction with the service agreement and other literature describing the services and related fees that will be provided by the Service Organization to its Customers prior to any purchase of shares. No preference will be shown in the selection of Fund portfolio investments for the instruments of Service Organizations.  

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Independent Registered Public Accounting Firm

Deloitte & Touche LLP, First National Tower, 1601 Dodge Street, Suite 3100, Omaha, Nebraska 68102, is the independent registered public accounting firm for the Fund and conducts the annual audit of the Fund’s financial statements.

BROKERAGE ALLOCATIONS AND OTHER PRACTICES

Subject to the general supervision of the Board, BIM executes transactions in the Fund’s portfolio of securities 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 Fund has no plans to concentrate securities transaction orders with any single broker or group of brokers.

The total brokerage fees paid on securities transactions for the Fund for the last three fiscal years were: $50,581 in 2003, $45,748 in 2004 and $54,342 in 2005. The Fund’s management has no plans to vary the brokerage commission activity from the pattern shown during the last three fiscal years. There were no brokerage concerns or individuals acting as brokers who were affiliated with the Fund or Adviser.

The disinterested Directors of the Fund have agreed that the Adviser 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 the Adviser determines in good faith that such commission was reasonable in relation to the value of the brokerage and research services (“third-party research”) 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 review by the disinterested Directors of the actions of the Adviser in directing the brokerage business of the Fund. Because of the practice of using securities transactions to purchase third-party research, the Fund may not receive the lowest possible aggregate execution cost with respect to any given brokerage transaction.

During 2005, the Fund paid $26,825 for brokerage commissions to providers of third-party research services on transactions valued at $22,592,240. The third-party research services the Fund received include the provision of fundamental, technical and market data on equities and fixed-income securities.

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The third-party research received by the Adviser from Exchange members, brokers or dealers may be of benefit in the management of accounts of other clients and may not in all cases benefit the Fund directly. Most brokerage firms do not price their research services; therefore, it is not possible to place a monetary value on such services.

As of December 31, 2005, the Fund owned shares of Citigroup Global Markets, Inc. valued at $970,600. During 2005, the Fund utilized these companies to execute brokerage transactions on behalf of the Fund.

In addition, at each Board of Directors meeting, the Board reviews the brokerage commissions and fees paid with respect to securities transactions undertaken for the Fund’s portfolio during the prior three-month period for the cost efficiency of the services provided by the brokerage firms involved, all of which brokerage firms are non-affiliated with the Fund and the Adviser.

CAPITAL STOCK AND OTHER SECURITIES

The Fund’s capital structure consists of 100 million authorized shares of capital stock (par value of $0.00001 per share) with 4,029,850 shares issued as of December 31, 2005. Of the 100 million shares authorized, 50 million shares are specifically designated as common shares for the Fund, and 50 million shares are reserved for issuance as additional series. The 50 million shares designated as Fund shares have equal rights as to voting, redemption, dividends, and liquidation, with cumulative voting for the election of directors. The Fund shares are redeemable on written demand of the holder and are transferable and have no preemptive or conversion rights and are not subject to assessment. Fractional shares have the same rights proportionately as full shares.

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, 2005, 1,724,085 shares of the Fund have been redeemed since inception of the Fund in 1963. The Fund’s net shares of capital stock outstanding were 2,305,765 as of December 31, 2005.

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.

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PURCHASE, REDEMPTION, AND PRICING OF SHARES OFFERED

Determining Net Asset Value

The net asset value (“NAV”) of the Fund’s shares will fluctuate and is determined as of the close of trading on the New York Stock Exchange (“NYSE”), normally 4:00 p.m. Eastern time (3:00 Central time), each day the NYSE is open for trading. However, the NAV of the Fund’s shares may be determined on days the NYSE is closed or at times other than 4:00 p.m. if the Board of Directors decides it is necessary.

The NYSE annually announces the days on which it will not be open for trading. The most recent announcement indicates that it will not be open for the following holidays: New Year’s Day, Martin Luther King, Jr. Day, Presidents’ Day, Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day. However, the NYSE may close on days not included in that announcement.

The NAV per share is computed by dividing the value of the securities held by the Fund plus any cash or other assets (including interest and dividends accrued but not yet received) minus all liabilities (including accrued expenses) by the total number of shares in the Fund outstanding at such time, rounded to the nearest cent. An example of how the Fund calculated its net asset value per share as of December 31, 2005 is as follows:

Net Assets	=	Net Asset Value Per Share $35.01
Shares Outstanding
$80,609,661	=
2,302,742

The Fund’s securities, including ADRs, which are traded on securities exchanges are valued at the last sale price on the exchange on which such securities are traded, as of the close of trading on the day the securities are being valued or, lacking any reported sales, at the last available bid price. Securities that are traded on more than one exchange are valued on the exchange determined by the Adviser to be the primary market. Securities primarily traded on the NASDAQ National Market^® for which market quotations are readily available shall be valued using the NASDAQ^® Official Closing Price (“NOCP”). If the NOCP is not available, such securities shall be valued at the last sale price on the day of valuation, or if there has been no sale on such day, at the last available bid price. Over-the-counter (“OTC”) securities which are not traded in the NASDAQ National Market^® shall be valued at the at the last sale price at the close of trading, or at the last available bid price if there has been no sale on such day. Securities and assets for which market quotations are not readily available are valued at fair value as determined under procedures adopted by the Fund’s Board of Directors.

Short-term securities with 60 days or less remaining to maturity are, unless conditions indicate otherwise, amortized to maturity based on their cost to the Fund if acquired within 60 days of maturity or, if already held by the Fund on the 60th day, based on the value determined on the 61st day.

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Corporate debt securities are priced by Interactive Data Corporation (“IDC”), the Fund’s independent pricing service. In determining the price, IDC will use information with respect to transactions in the securities being valued, quotations from dealers, market transactions in comparable securities, analyses and evaluations of various relationships between securities and yield to maturity information. If a price is not available from IDC, the security is priced at the bid. U.S. government and agency securities are valued at most recent bid prices. Corporate debt and U.S. government and agency securities for which prices are not readily available are valued at fair value as determined under procedures adopted by the Fund’s Board of Directors.

All other assets of the Fund are valued in such manner as the Board in good faith deems appropriate to reflect their fair value.

Anti-Money Laundering

The Fund is required to comply with various federal anti-money laundering laws and regulations. Consequently, the Fund may be required to “freeze” the account of a shareholder if the shareholder appears to be involved in suspicious activity or if certain account information matches information on government lists of known terrorists or other suspicious persons, or the Fund may be required to transfer the account or proceeds of the account to a government agency. In addition, pursuant to the Fund’s Customer Identification Program, the Fund’s Transfer Agent will complete a thorough review of all new opening account applications and will not transact business with any person or entity whose identity cannot be adequately verified.

TAX STATUS

The Fund qualifies or intends to qualify as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code (the “Code”), provided that it complies with all applicable requirements regarding the source of its income, diversification of its assets and timing of distributions. It is the Fund’s policy to distribute to its shareholders all of its investment company taxable income and any net realized capital gains for each fiscal year in a manner that complies with the distribution requirements of the Code, so that the Fund will not be subject to any federal income tax or excise taxes based on net income.

Although the Fund intends to satisfy the foregoing requirements, there is no assurance that it will be able to do so. If the Fund failed to qualify for treatment as a RIC for any taxable year, (1) its taxable income, including net capital gain, would be taxed at corporate income tax rates (up to 35%) and it would not receive a deduction for distributions to its shareholders; and (2) the shareholders would treat all those distributions, including distributions of net capital gain, as dividends (that is, ordinary income, except for the part of those dividends that is “qualified dividend income” (described below) (“QDI”), which is subject to a maximum federal income tax rate of 15%) to the extent of the Fund’s earnings and profits. In addition, the Fund would be required to recognize unrealized gains, pay substantial taxes and interest and make substantial distributions before requalifying for RIC treatment.

Distributions of net investment income and net short-term capital gains are generally taxable to shareholders as ordinary income. A portion of the distributions may consist of qualified dividend income and as such, may be taxable as long-term capital gains. QDI consists of dividends the Fund receives from most U.S. corporations and “qualified foreign corporations,” provided that the Fund satisfies certain holding period, debt-financing and other requirements regarding the stock on which the dividends were paid. The Fund’s dividends attributable to its “QDI” are subject to the long-term capital gains rate, a maximum federal rate of 15% for shareholders who are individuals and satisfy those restrictions regarding their Fund shares. These special rules generally apply to taxable years beginning before January 1, 2009.

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Any long-term capital gain distributions are taxable to shareholders as long-term capital gains regardless of the length of time they have held their shares. Distributions of any ordinary income and net realized capital gains will be taxable as described above, whether received in shares or in cash. Shareholders who choose to receive distributions in the form of additional shares will have a cost basis for federal income tax purposes in each share so received equal to the net asset value of a share on the reinvestment date. Distributions are generally taxable when received. However, distributions declared in October, November or December to shareholders of record on a date in such a month and paid the following January are taxable as if received on December 31. Distributions are includable in alternative minimum taxable income in computing a shareholder’s liability for the alternative minimum tax.

Under the Code, the Fund will be required to report to the Internal Revenue Service (“IRS”) all distributions of ordinary income and capital gains as well as gross proceeds from the redemption of Fund shares, except in the case of exempt shareholders, which includes most corporations. Pursuant to the backup withholding provisions of the Code, distributions of any taxable income and capital gains and proceeds from the redemption of Fund shares may be subject to withholding of federal income tax in the case of non-exempt shareholders who fail to furnish the Fund with their taxpayer identification numbers and with required certifications regarding their status under the federal income tax law. If the backup withholding provisions are applicable, any such distributions and proceeds, whether taken in cash or reinvested in additional shares, will be reduced by the amounts required to be withheld. Corporate and other exempt shareholders should provide the Fund with their taxpayer identification numbers or certify their exempt status in order to avoid possible erroneous application of backup withholding. The Fund reserves the right to refuse to open an account for any person failing to certify the person’s taxpayer identification number.

The foregoing is only a general summary of some of the important federal income tax considerations generally affecting the Fund. No attempt is made to present a complete explanation of the federal tax treatment of the Fund’s and its shareholders’ activities, and this discussion is not intended as a substitute for careful tax planning. Accordingly, potential investors are urged to consult their own tax advisers for more detailed information and for information regarding any state, local or foreign taxes applicable to the Fund and to distributions therefrom.

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FINANCIAL STATEMENTS

The audited financial statements for the year ended December 31, 2005, including the report of independent registered public accounting firm thereon are herein incorporated by reference to the Fund’s Annual Report to shareholders dated December 31, 2005. To receive a copy of the Prospectus or Annual or Semi-Annual Reports to shareholders, without charge, write to or call the Fund at the address or telephone number listed above.

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BRIDGES INVESTMENT FUND, INC.

PART C

OTHER INFORMATION

Item23.                                Exhibits.

(a)		Fund’s Amended and Restated Articles of Incorporation - filed herewith.
(b)		Fund’s By-Laws - filed herewith.
(c)		Instruments Defining Rights of Securities Holders is incorporated by reference to Fund’s Amended and Restated Articles of Incorporation and Bylaws.
(d)		Form of Investment Advisory Agreement with Bridges Investment Management, Inc. was previously filed with the Registration Statement on Form N-1A (File No. 002-21600) on April 26, 2005, and incorporated herein by reference.
(e)		Form of Distribution Agreement between Bridges Investment Fund, Inc., Bridges Investment Management, Inc. and Quasar Distributors, LLC was previously filed with the Registration Statement of Form N-1A (File No. 002-21600) on July 30, 2004, and incorporated herein by reference.
(f)		Bonus or Profit Sharing Contracts - None.
(g)		Form of Custody Agreement between Bridges Investment Fund, Inc. and U.S. Bank National Association was previously filed with the Registration Statement of Form N-1A (File No. 002-21600) on July 30, 2004, and incorporated herein by reference.
(h)	(i)	Agreement dated April 21, 2005 to establish jointly insured status under ICI Mutual Insurance Company fidelity blanket bond among Bridges Investment Fund, Inc.; Bridges Investor Services, Inc.; Bridges Investment Counsel, Inc.; Bridges Investment Management, Inc. and Bridges Investment Advisers, a proprietorship was previously filed with the Registration Statement on Form N-1A (File No. 002-21600) on April 26, 2005, and incorporated herein by reference.
	(ii)	Form of Transfer Agent Servicing Agreement between Bridges Investment Fund, Inc. and U.S. Bancorp Fund Services, LLC, was previously filed with the Registration Statement on Form N-1A (File No. 002-21600) on July 30, 2004, and incorporated herein by reference.
	(iii)	Form of Fund Sub-Administrative Servicing Agreement between Bridges Investment Management, Inc. and U.S. Bancorp Fund Services, LLC was previously filed with the Registration Statement on Form N-1A (File No. 002-21600) on April 26, 2005, and incorporated herein by reference.
	(iv)	Form of Fund Accounting Servicing Agreement between Bridges Investment Fund, Inc. and U.S. Bancorp Fund Services, LLC was previously filed with the Registration Statement on Form N-1A (File No. 002-21600) on April 26, 2005, and incorporated herein by reference.
(i)		Opinion and Consent of Counsel as to the Legality of Securities Issued - filed herewith.

(j)	Consent of Independent Registered Public Accounting Firm - filed herewith.
(k)	Omitted Financial Statements - None.
(l)	Initial Capital Agreements - None.
(m)	Rule 12b-1 Plan - None.
(n)	Rule 18f-3 Plan - None.
(o)	Reserved.
(p)	Code of Ethics of Bridges Investment Fund, Inc. and Bridges Investment Management, Inc. - filed herewith.

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

              None.

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 attorneys’ fees, incurred in connection with such proceeding. Under the Nebraska Corporation Act, 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.

Article XIV of the Fund’s Amended and Restated Articles of Incorporation adopted March 22, 2006 and filed with the Nebraska Secretary of State on April 12, 2006, requires that the Fund indemnify, to the fullest extent required or permitted by Nebraska law and the Investment Company Act, (i) its currently acting and former directors and officers, whether serving the Fund or at its request any other entity, including the advancement of expenses, and (ii) other employees and agents to such extent as shall be authorized by the Board of Directors or the By-Laws. Nothing contained in Article XIV shall be construed to protect any director or officer of the Fund against any liability to the Fund or its shareholders to which he or she would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties involved in the conduct of his or her office. The foregoing rights of indemnification shall not be exclusive of any other rights to which those seeking indemnification may be entitled.

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

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

Mr. Edson L. Bridges III is President and Chief Executive Officer of Bridges Investment Management, Inc. and a Director of that company. Mr. Bridges III is President and Chief Executive and Investment Officer and Director of Bridges Investment Fund, Inc. and Chairman 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 Counsel, Inc. 8401 West Dodge Road Omaha, Nebraska 68114	Executive Vice President, Director
Provident Trust Company 256 Durham Plaza 8401 West Dodge Road Omaha, Nebraska 68114	Vice President and Director
Stratus Fund, Inc. 6811 So. 27th St. Lincoln, Nebraska 68512	Director, Chairman of Audit Committee

Edson L. Bridges II is the Executive Administrator and a Director of Bridges Investment Management, Inc., as well as being Chairman Emeritus 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 Counsel, Inc. 8401 West Dodge Road Omaha, Nebraska 68114	President, Chief Executive Officer, Director

Name and Principal Business Address Position with Business or Activity  

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
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	Partner

In addition, the following officers and directors are or have been engaged during the last two fiscal years for their own accounts or in the capacity of director, officer, employee, partner or trustee in the following businesses or activities:

Deborah Lee Grant has served as Senior Vice President for Bridges Investment Counsel, Inc., Assistant Vice President and Director for Bridges Investor Services, Inc., Vice President, Chief Operating Officer and Director for Bridges Investment Management, Inc., and Trust Administrator for Provident Trust Company.

Mary Ann Mason has served as Corporate Secretary and Treasurer for Bridges Investment Counsel, Inc., Secretary of Bridges Investment Fund, Inc., Secretary, Treasurer, and Director for Bridges Investor Services, Inc., Secretary and Treasurer for Bridges Investment Management, Inc., and Secretary, Treasurer, and Trust Administrator for Provident Trust Company.

Nancy K. Dodge has served as Vice President for Bridges Investment Counsel, Inc., Vice President and Director for Bridges Investor Services, Inc., Treasurer for Bridges Investment Fund, Inc., Vice President for Bridges Investment Management, Inc., and Trust Administrator for Provident Trust Company.

Brian M. Kirkpatrick has served as Vice President for Bridges Investment Counsel, Inc., Vice President for Bridges Investment Fund, Inc., Vice President for Bridges Investment Management, Inc., and Trust Assistant for Provident Trust Company.

Douglas Richard Plahn has served as Vice President for Bridges Investment Counsel, Inc., Vice President for Bridges Investment Management, Inc., and Trust Assistant for Provident Trust Company.

Patricia Sarah Rohloff has served as an employee for Bridges Investment Counsel, Inc., Vice President for Bridges Investment Management, Inc., and Trust Assistant for Provident Trust Company.

Randall D. Greer has served as Senior Vice President for Bridges Investment Counsel, Inc., Vice President for Bridges Investor Services, Inc., Executive Vice President and Chief Compliance Officer for Bridges Investment Fund, Inc., Vice President for Bridges Investment Management, Inc., and Vice President for Provident Trust Company.

Item 27. Principal Underwriter

(a) Quasar Distributors, LLC, the Fund’s principal underwriter, acts as principal underwriter for the following investment companies:

Advisors Series Trust	Julius Baer Investment Funds
AIP Alternative Strategies Funds	The Kensington Funds
Allied Asset Advisors Funds	Kiewit Investment Fund L.P.
Alpine Equity Trust	Kirr, Marbach Partners Funds, Inc.
Alpine Income Trust	LKCM Funds
Alpine Series Trust	Masters’ Select Funds
Brandes Investment Trust	Matrix Advisors Value Fund, Inc.
Brandywine Blue Fund, Inc.	MDT Funds
Brazos Mutual Funds	Monetta Fund, Inc.
Bridges Investment Fund, Inc.	Monetta Trust
Buffalo Funds	The MP 63 Fund, Inc.
Buffalo Balanced Fund, Inc.	MUTUALS.com
Buffalo High Yield Fund, Inc.	Nicholas Equity Income Fund, Inc.
Buffalo Large Cap Fund, Inc.	Nicholas Family of Funds, Inc.
Buffalo Small Cap Fund, Inc.	Nicholas Fund, Inc.
Buffalo USA Global Fund, Inc.	Nicholas High Income Fund, Inc.
Country Mutual Funds Trust	Nicholas II, Inc.
Cullen Funds Trust	Nicholas Limited Edition, Inc.
Everest Funds	Nicholas Money Market Fund, Inc.
FFTW Funds, Inc.	NorCap Funds
First American Funds, Inc.	Permanent Portfolio Funds
First American Investment Funds, Inc.	Perritt Funds, Inc.
First American Strategy Funds, Inc.	Perritt MicroCap Opportunities Fund, Inc.
Fort Pitt Capital Funds	PRIMECAP Odyssey Funds
The Glenmede Fund, Inc.	Professionally Managed Portfolios
The Glenmede Portfolios	Prudent Bear Funds, Inc.
Greenspring Fund	The Purisima Funds
Guinness Atkinson Funds	Rainier Investment Management Mutual Funds
Harding, Loevner Funds, Inc.	Rockland Trust
The Hennessy Funds, Inc.	Summit Mutual Funds, Inc.
Hennessy Mutual Funds, Inc.	Thompson Plumb Funds, Inc.
Hotchkis and Wiley Funds	TIFF Investment Program, Inc.
Intrepid Capital Management Funds Trust	Trust For Professional Managers
Jacob Internet Fund Inc.	Wexford Trust
The Jensen Portfolio, Inc.

(b) To the best of the Fund’s knowledge, the directors and executive officers of Quasar Distributors, LLC are as follows:

Name and Principal Business Address	Position and Offices with Quasar Distributors, LLC	Positions and Offices with Fund
James R. Schoenike	President, Board Member	None
Donna J. Berth	Treasurer	None
Joe Redwine	Board Member	None
Bob Kern	Board Member	None
Eric W. Falkeis	Board Member	None
Teresa Cowan	Assistant Secretary	None
The address of each of the foregoing is 615 East Michigan Street, Milwaukee, Wisconsin, 53202.

(c) The following table sets forth the commissions and other compensation received, directly or indirectly, from the Fund during the last fiscal year by the principal underwriter who is not an affiliated person of the Fund or any affiliated person of an affiliated person.

(1) Name of Principal Underwriter	(2) Net Underwriting Discounts and Commission	(3) Compensation on Redemption and Repurchases	(4) Brokerage Commissions	(5) Other Compensation
Quasar Distributors, LLC	None	None	None	None

Item 28. Location of Accounts and Records

The following are the names and addresses of persons maintaining physical possession of accounts, books or other documents required to be maintained by Section 31(a) of the Investment Company Act of 1940 and the rules adopted thereunder:

(1) Bridges Investment Fund, Inc. 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.

(2) Bridges Investment Management, Inc., Suite 256, Durham Plaza, 8401 West Dodge Road, Omaha, Nebraska 68114.

(3) U.S. Bank National Association, 425 Walnut Street, M.L. CN-OH-W6TC, Cincinnati, Ohio 45202 (records relating to its functions as custodian).

(4) U.S. Bancorp Fund Services, LLC, 615 East Michigan Street, 3rd floor, Milwaukee, Wisconsin 53202 (records relating to its functions as transfer agent).

(5) Quasar Distributors, LLC, 615 East Michigan Street, 3rd floor, Milwaukee, Wisconsin 53202 (records relating to its functions as distributor).

(6) Iron Mountain, 10909 E Street, Omaha, Nebraska 68137.

Item 29. Management Services

Not applicable.

Item 30. Undertakings

Not applicable.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, and the Investment Company Act of 1940, as amended, the Registrant certifies that this Post-Effective Amendment No. 55 to its Registration Statement meets all the requirements for effectiveness pursuant to Rule 485(b) of the Securities Act of 1933, as amended, and the Registrant has duly caused this Post-Effective Amendment No. 55 to its Registration Statement on Form N1-A to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Omaha, and State of Nebraska, on the 12^th day of April, 2006.

BRIDGES INVESTMENT FUND, INC.

By:  /s/ Edson L. Bridges III                

              Edson L. Bridges III

              President and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 55 to its Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Edson L. Bridges II	Chairman Emeritus; Director	April 12, 2006
Edson L. Bridges II
/s/ Edson L. Bridges III	President; Director	April 12, 2006
Edson L. Bridges III
/s/ Nancy K. Dodge	Treasurer	April 12, 2006
Nancy K. Dodge
/s/ N. P. Dodge, Jr.	Director	April 12, 2006
N. P. Dodge, Jr.
/s/ John W. Estabrook	Director	April 12, 2006
John W. Estabrook
/s/ Jon D. Hoffmaster	Director	April 12, 2006
Jon D. Hoffmaster
/s/ John J. Koraleski	Chairman; Director	April 12, 2006
John J. Koraleski
/s/ Gary L. Petersen	Director	April 12, 2006
Gary L. Petersen
/s/ Roy A. Smith	Director	April 12, 2006
Roy A. Smith
/s/ L.B. Thomas	Director	April 12, 2006
L.B. Thomas
/s/ John K. Wilson	Director	April 12, 2006
John K. Wilson

INDEX TO EXHIBITS

Exhibit Number	Description
(a)	Fund Amended and Restated Articles of Incorporation
(b)	Fund’s By-Laws
(i)	Opinion and Consent of Counsel as to the Legality of Securities Issued
(j)	Consent of Independent Registered Public Accounting Firm
(p)	Code of Ethics of Bridges Investment Fund, Inc. and Bridges Investment Management, Inc.

EX-99.A

AMENDED AND RESTATED

ARTICLES OF INCORPORATION

OF

BRIDGES INVESTMENT FUND, INC.

ARTICLE I

NAME

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

ARTICLE II

PLACE OF BUSINESS/REGISTERED AGENT

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

ARTICLE III

DIRECTORS

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

ARTICLE IV

EXISTENCE

The Corporation shall have perpetual existence.

ARTICLE V

PROPERTY OF SHAREHOLDERS

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

ARTICLE VI

PURPOSES

The purposes for which the Corporation is formed are to:

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

1

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

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

ARTICLE VII

CAPITALIZATION

(a) The total number of shares of stock of all classes and series that the Corporation has authority to issue is one hundred million (100,000,000) shares of common stock (par value of One Thousandth of One Cent, ($0.00001) per share), amounting in aggregate par value of Ten Thousand Dollars ($10,000). Of said common shares, 50,000,000 shares may be issued in the series of common shares hereby designated Bridges Investment Fund shares.

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

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

2

ARTICLE VIII

NO PREEMPTIVE RIGHTS

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

ARTICLE IX

RIGHTS AND PREFERENCES OF SHAREHOLDERS

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

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

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

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

3

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

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

(e) The Board may, to the extent permitted by the Nebraska Business Corporation Act and the Investment Company Act and in the manner provided herein, declare and pay dividends or distributions in shares or cash on any or all series of common shares, the amount of such dividends and the payment thereof being wholly in the discretion of the Board of Directors. Dividends or distributions on shares of any series of common shares shall be paid only out of the earnings, surplus, or other lawfully available assets belonging to such series (including, for this purpose, any General Assets allocated to such series).

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

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

4

ARTICLE X

DESIGNATION AND REGULATION OF POWERS

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

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

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

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

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

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

5

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

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

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

6

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

ARTICLE XI

INVESTMENT ADVISORY AGREEMENT

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

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

ARTICLE XII

AMENDMENTS TO ARTICLES

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

7

ARTICLE XIII

AMENDMENTS TO BY-LAWS

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

ARTICLE XIV

INDEMNIFICATION

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

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

ARTICLE XV

LIMITATION OF LIABILITY

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

8

No amendment to or repeal of this Article XV shall apply to or have any effect on the liability or alleged liability of any director of the Corporation for or with respect to any acts or omissions of such director occurring prior to such amendment or repeal. If the Nebraska Business Corporation Act is hereafter amended to authorize the further elimination or limitation of liability of directors, then the liability of directors shall be eliminated or limited to the full extent authorized by the Nebraska Business Corporation Act as so amended.

ARTICLE XVI

ANNUAL MEETING

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

*****

These Amended and Restated Articles of Incorporation of the Corporation have been unanimously approved by the Board of Directors of the Corporation at a meeting of the Board of Directors held on November 15, 2005, and approved by the shareholders of the Corporation at its annual meeting held on March 22, 2006.

DOCS/725379.1

9 

EX-99.B

BRIDGES INVESTMENT FUND, INC.

AMENDMENT NO. 2

TO

BY-LAWS

1. ARTICLE II, MEETINGS OF SHAREHOLDERS, Sections 1 and Section 2

Article II, Section 1 shall be amended by adding the following language to the end of the first sentence of Section 1:

All meetings of stockholders shall be held at the office of the Corporation in the City of Omaha, State of Nebraska or at such other place, either within or without the State of Nebraska, as shall be determined by the Board of Directors and stated in the notice of the meeting provided to the stockholders.

Article II, Section 2 shall be amended to read in its entirety as follows:

Notwithstanding the provisions of Article XVI of the Corporation's Amended and Restated Articles of Incorporation, the Corporation shall hold an annual meeting of stockholders, which shall be held at such date and time as the Board of Directors shall determine; provided, such date is no longer than six months following the end of the Corporation's fiscal year, or fifteen months after the Corporation's last annual meeting. At such annual meeting, the stockholders shall elect a Board of Directors and may transact such other business as may properly be brought before the meeting. Any business of the Corporation may be transacted at the annual meeting without being specially designated in the notice, except such business as is specifically required by the statute to be stated in the notice.

2. ARTICLE III, DIRECTORS, Section 1 and Section 5.

Article III, Section 1 shall be amended to read in its entirety as follows:

The number of directors of the Corporation shall be fixed by resolution of the Board of Directors from time to time and shall be not fewer than three (3) nor more than fifteen (15). By vote of a majority of entire Board of Directors or the stockholders, the number of directors fixed by the charter or by these By-Laws may be increased or decreased from time to time, but the tenure of office of a director shall not be affected by any decrease in the number of directors so made by the board. At the first annual meeting of stockholders and at each annual meeting thereafter, the stockholder shall elect directors to hold office until the next annual meeting or until their successors are elected and qualified.

Article III, Section 5 shall be amended to read in its entirety as follows:

Section 5. The first meeting of each newly elected Board of Directors shall be held at such place, date and time as the Board of Directors shall determine in its discretion, and as set forth in the notice of such meeting provided to the Board of Directors.

3. ARTICLE V, OFFICERS, Section 1, Section 6, Section 7, and new Section 14.

The office of "chief compliance officer" shall be added to the first sentence in Article V, Section 1 as follows: "The officers of the Corporation shall be elected by the Board of Directors and shall be a president, a vice president, a chief compliance officer, a secretary and a treasurer."

The following shall be added to Article V, Section 6:

The Chairman of the Board also shall be responsible for determining the agenda for all meetings of the Board, and shall otherwise have and exercise all responsibilities of the Chairman of the Board. In the absence of the Chairman of the Board from any Board meeting, the Chairman of the Administration and Nominating Committee shall act in such role. The Chairman of the Board shall be a disinterested or independent director.

The following sentence shall be deleted from Article V, Section 7: "The president shall perform the duties of the Chairman of the Board, if the chairman is absent or if the chairman’s office is vacant."

The following Article V, Section 14 shall be added:

Section 14. The chief compliance officer shall be responsible for administering the Corporation's policies and procedures approved by the Board of Directors under Rule 38-1 of the Investment Company Act of 1940. Notwithstanding any other provision of these By-Laws, the designation, removal and compensation of the chief compliance officer are subject to Rule 38a-1 under the Investment Company Act of 1940.

4. ARTICLE VI, CERTIFICATE OF STOCK

Article VI shall be deleted and replaced with the following:

Section 1. Stockholders are not entitled to receive certificates evidencing their share ownership unless the Board of Directors shall by resolution otherwise determine.

Section 2. Shares of the Corporation shall be transferable on the register of the Corporation by the holder thereof in person or by his agent duly authorized in writing, upon delivery to the Board of Directors or the transfer agent of a duly executed instrument of transfer, together with such evidence of the genuineness of each such execution and authorization of such other matters as the Corporation or its agents may reasonably require.

5. ARTICLE VII, GENERAL PROVISIONS, Section 11 and Section 12.

The following sentence shall be added to Article VII, Section 11: "Notwithstanding anything to the contrary herein, a corporate seal shall not be requisite to the validity of any instrument executed by or on behalf of the Corporation."

Article VII, Section 12 shall be deleted and replaced with the following:

Section 12. A register of the Corporation containing the names and addresses of the stockholders and the number of shares held by them respectively and a record of all transfers thereof, shall be kept at the principal offices of the Corporation or, if the Corporation employs a transfer agent, at the offices of the transfer agent of the Corporation.

*****

This Amendment No. 2 to the By-Laws of the Corporation has been unanimously approved by the Board of Directors of the Corporation at a meeting of the Board of Directors held on January 17, 2006.

DOCS/711674.4

EX-99.I

Dennis J. Fogland

1500 Woodmen Tower

Omaha, Nebraska 68102-2068

Tel: 402.344.0500

Fax: 402.231.8556

Direct: 402.636.8264

dfogland@bairdholm.com

www.bairdholm.com

April 12, 2006

Bridges Investment Fund, Inc.

8401 West Dodge Road

256 Durham Plaza

Omaha, NE 68114

Ladies and Gentlemen:

We have acted as counsel for Bridges Investment Fund, Inc., a Nebraska corporation (the "Fund"), in connection with the registration under the Securities Act of 1933 of shares of common stock of the Fund.

As counsel for the Fund, we have participated in the preparation of Post-Effective Amendment No. 55 under the Securities Act of 1933 and Post-Effective Amendment No. 41 under the Investment Company Act of 1940 to the registration statement of the Fund on Form N-1A relating to such shares and have examined and relied upon the records of the Fund and such other documents that we have deemed to be necessary to render the opinion expressed herein. Based on such examination, we are of the opinion that:

(i) The Fund is authorized to issue 100 Million shares of common stock, par value of $0.00001 per share;

(ii) Of the 100 million shares authorized, 50 million shares are specifically designated as common shares for the Fund, and 50 million shares are reserved for issuance as additional series; and

(iii) Assuming that the Fund or its agent receives consideration for such shares in accordance with the terms of the prospectus forming a part of the Fund's Post-Effective Amendment No. 55 to its registration statement and the provisions of the Fund's Articles of Incorporation, as amended, the shares will be legally and validly issued and will be fully paid and non-assessable by the Fund.

Bridges Investment Fund, Inc.

April 12, 2006

Page 2

We hereby consent to the use of this opinion as an exhibit to the Fund's Post-Effective Amendment No. 55 to its Registration Statement on Form N-1A, and any subsequent amendments thereto, filed with the Securities and Exchange Commission (File No. 811-01209). In giving such consent, we do not hereby admit that we are within the category of persons whose consent is required by Section 7 of the Securities Act of 1933, as amended, and the rule and regulations thereunder.

Very truly yours,

/s/ Baird Holm

Baird Holm LLP

DOCS/727733.1 

EX-99.J

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Post-Effective Amendment No. 55 to Registration Statement No. 2-21600 of Bridges Investment Fund, Inc. on Form N-1A of our report dated February 3, 2006 appearing in the Annual Report of Bridges Investment Fund, Inc. for the year ended December 31, 2005, and to the reference to us under the heading “Independent Registered Public Accounting Firm” in the Statement of Additional Information, which is part of this Registration Statement. 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

April 10, 2006

EX-99.P

RESTATED CODE OF ETHICS

OF

BRIDGES INVESTMENT FUND, INC. &

BRIDGES INVESTMENT MANAGEMENT, INC.

Preamble

This Restated Code of Ethics is jointly adopted by Bridges Investment Fund, Inc. ("Fund") and Bridges Investment Management, Inc. ("BIM"), as the new investment adviser to the Fund and represents a replacement to the Code of Ethics originally adopted by Bridges Investment Fund, Inc. and Bridges Investment Counsel, Inc. on January 12, 1982 and subsequently amended on December 6, 1994 and October 12, 1999. The restatement of the Code of Ethics is in response to an amendment to Rule 17j-1 of the General Rules and Regulations under the Investment Company Act of 1940, as amended. The effective date of this Code with respect to the Fund is retroactive to May 1, 1981.

On August 16, 2005, the Fund reaffirmed the Restated Code of Ethics and adopted an Addendum thereto (such Restated Code of Ethics and Addendum are jointly referred to herein as the Fund "Code of Ethics"). The Fund adopted the Addendum in accordance with SEC Rule 17j-1, and such Addendum was intended to supplement the Code of Ethics, and where expressly noted to amend the Code of Ethics. BIM adopted a similar Addendum in accordance with SEC Rule 204A-1 under the Investment Advisers Act of 1940, as amended. The amendments set forth in the Addendum have been incorporated herein.

The Fund and BIM intend that the provisions of the Code of Ethics be interpreted in a manner consistent with the requirements of SEC Rule 17j-1 and SEC Rule 204A-1, and in the event any provisions of the Code of Ethics are inconsistent with the provisions of SEC Rule 204A-1 or SEC Rule 17j-1, that the provisions of Rule 204A-1 and Rule 17j-1 shall control.

Section 1 - Definitions

The following definitions establish the applicability of this Code of Ethics to various persons and situations:

(a) “Advisor” means Bridges Investment Management, Inc. and any other investment advisor for the Fund.

(b) “Fund” means Bridges Investment Fund, Inc.

(c) “Investment Company” means a company registered as such under the Investment Company Act of 1940 and for which the Advisor is the investment advisor.

(d) “Access Person” means:

(i) any director, officer, general partner or Advisory Person of the Fund or the Advisor;

(ii) any director, officer or general partner of the principal underwriter, if any, who, in the ordinary course of business, makes, participates in or obtains information regarding, the purchase or sale of Covered Securities by the Fund for which the principal underwriter acts, or whose functions or duties on the ordinary course of business relate to the making of any recommendation to the Fund regarding the purchase or sale of Covered Securities; and

(iii) any Supervised Person of the Advisor:

(A) Who has access to nonpublic information regarding any clients' purchase or sale of securities, or nonpublic information regarding the portfolio holdings of any reportable fund, or

(B)Who is involved in making securities recommendations to clients, or who has access to such recommendations that are nonpublic.

(e) “Advisory Person” of the Fund or of the Advisor means:

(i) any director, officer or employee of the Fund or the Advisor, or of any company in a control relationship to the Fund or Advisor, who, in connection with his or her regular functions or duties, makes, participates in, or obtains information regarding the purchase or sale of Covered Securities by the Fund, or whose functions relate to the making of any recommendations with respect to such purchases or sales; and

(ii) any natural person in a control relationship to the Fund or Advisor who obtains information concerning recommendations made to the Fund with regard to the purchase or sale of Covered Securities by the Fund.

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A person does not become an “Advisory Person” by virtue of the following conditions:

(1) normally assisting in the preparation of public reports, or receiving public reports, but not receiving information about current recommendations or trading; or

(2) a single instance of obtaining knowledge of current recommendations or trading activity, or infrequently and inadvertently obtaining such knowledge.

The phrase “ . . . makes the purchase or sale . . .” is intended to mean someone who places orders or otherwise arranges transactions for the Fund.

(f) “Affiliated Person” as defined in Section 2(a)(3) of the Investment Company Act of 1940 means:

(i) a person directly or indirectly owning, controlling, or holding the power to vote, 5 percent or more of the outstanding voting securities of such other person;

(ii) any person 5 percent or more of whose outstanding voting securities are directly or indirectly owned custodially or held with the power of vote by such other person;

(iii) any person directly or indirectly controlling, controlled by, or under common control with such other person;

(iv) any officer, director, partner, co-partner or employee of such other person;

(v) if such other person is an investment company, any investment advisor thereof or any member of an advisory board thereof; and

(vi) if such other person is an unincorporated investment company not having a board of directors, the depositor thereof.

(g) “Beneficial Ownership” shall be interpreted in the same manner as it would be in determining whether a person is the beneficial owner of a security for purposes of section 16 of the Securities Exchange Act of 1934 and the rules and regulations thereunder.

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(h) “Control” shall have the same meaning as that set forth in Section 2(a)(9) of the Investment Company Act.

(i) “Disinterested Director” means a director of the Fund who is not an "interested person" of the Fund within the meaning of section 2(a)(19) of the Investment Company Act.

(j) “Purchase or sale of a Covered Security” includes, inter alia, the writing of an option to purchase or sell a Covered Security.

(k) “Covered Security” means a security as defined in section 2(a)(36) of the Investment Company Act, except that it does not include:

(i) Direct obligations of the Government of the United States;

(ii) Bankers’ acceptances, bank certificates of deposit, commercial paper, and high quality short-term debt instruments, including repurchase agreements;

(iii) Shares issued by open-end investment companies other than any fund for which the Advisor serves as investment adviser (i.e., Bridges Investment Fund, Inc.);

(iv) Shares issued by money market funds; and

(v) Shares issued by unit investment trusts that are invested exclusively in one or more open-end funds, none of which are funds for which the Advisor serves as investment adviser.

(l)“Limited Offering” means an offering that is exempt from registration under the Securities Act of 1933 pursuant to section 4(2) or section 4(6) or pursuant to rule 504, rule 505 or rule 506 under the Securities Act of 1933.

(m) “Security Held or to be Acquired” means:

(i) Any Covered Security which, within the most recent 15 days:

(A) is or has been held by the Fund; or

(B) is being or has been considered by the Fund or Advisor for purchase by the Fund; and

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(ii) Any option to purchase or sell, and any security convertible into or exchangeable for, a Covered Security described in Section 1(m)(i).

(n) "Supervised Persons" means:

(i) All directors and officers of the Advisor;

(ii) All employees of the Advisor; and

(iii) Any other person who provides advice on behalf of the Advisor and is subject to the Advisor's supervision and control, including such persons who may be designated from time to time by the Advisor's Chief Compliance Officer.

Section 2 - Exempted Transactions

The prohibitions of Section 3A of this Code of Ethics shall not apply to:

(a) Purchases or sales effected in any account over which an Access Person has no direct or indirect influence or control.

(b) Purchases or sales of securities which are not eligible for purchase or sale by the Fund or clients of the Advisor.

(c) Purchases or sales which are non-volitional on the part of either the Access Person or the Fund.

(d) Purchases which are part of an automatic investment plan, as defined in SEC Rule 204A-1 and SEC Rule 17j-1.

(e) Purchases effected upon the exercise of rights issued by an issuer pro rata to all holders of a class of its securities, to the extent such rights were acquired from such issuer, and sales of such rights so acquired.

(f) Acquisition of securities through stock dividends, dividend reinvestments, stock splits, mergers, spin-offs and other similar corporate reorganizations or distributions generally applicable to all holders of the same class of securities.

Section 3 - Prohibitions

In determining the form and content of a prohibition, persons should bear in mind that Rule 17j-1 is not the exclusive source of restrictions on insider activities. Other provisions of the federal securities laws must also be considered. Employees of investment advisors, in particular, should be mindful of the anti-fraud and reporting provisions of the Investment Advisors Act of 1940, especially Section 204 and the rules thereunder.

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A. No Access Person shall purchase or sell, directly or indirectly, any Covered 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 clients of the Advisor; or (b) is being purchased or sold by the Fund or clients of the Advisor; or (c) has been purchased or sold by the Fund or clients of the Advisor within the past twenty-four hours.

B. It is unlawful for any Affiliated Person of or principal underwriter for a Fund, or any Affiliated Person of the Advisor or principal underwriter for a Fund, in connection with the purchase or sale, directly or indirectly, by the person of a Security Held or to be Acquired by the Fund:

(1) To employ any device, scheme or artifice to defraud the Fund;

(2) To make any untrue statement of a material fact to the Fund or omit to state a material fact necessary in order to make the statements made to the Fund, in light of the circumstances under which they are made, not misleading;

(3) To engage in any act, practice or course of business that operates or would operate as a fraud or deceit on the Fund; or

(4) To engage in any manipulative practice with respect to the Fund.

Section 4 - Reporting Requirements of Access Persons

4A. Reports Required. Unless excepted by paragraph 4B of this Section, every Access Person of the Fund and every Access Person of the Advisor or principal underwriter for the Fund, will report to the Fund, Advisor or principal underwriter:

(a) Initial Holdings Reports.

(i) As required by Section 10(5), not later than 10 days after the person becomes an Access Person, the Access Person shall complete either the Confidential Disclosure of Personal Holdings and Liabilities Form, attached hereto as Exhibit 1, or the Initial Holdings Report, attached hereto as Exhibit 1-A, which shall contain at a minimum the following information (which information shall be current as of a date no more than 45 days prior to the date the report is submitted):

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(1) The title, number of shares, principal amount, and exchange ticker symbol or CUSIP number of each Covered Security in which the Access Person had any direct or indirect beneficial ownership when the person became an Access Person;

(2) The name of any broker, dealer or bank with whom the Access Person maintained an account in which any securities were held for the direct or indirect benefit of the Access Person as of the date the person became an Access Person; and

(3) The date that the report is submitted by the Access Person.

(ii) Exception:

(1) A Disinterested Director of the Fund who would be required to make a report solely by reason of being the Fund director need not make an initial report.

(b) Quarterly Transaction Reports.

(i) As required by Section 10(5), not later than 30 days after the end of the calendar quarter, the Access Person shall complete the Quarterly Transactions Report, attached hereto as Exhibit 2, which shall contain at a minimum the following information:

(1) With respect to any transaction during the quarter in a Covered Security in which the Access Person had any direct or indirect beneficial ownership:

(A) The date of the transaction, the title, the interest rate and maturity date (if applicable), the number of shares, principal amount, and exchange ticker symbol or CUSIP number of each Covered Security involved;

(B) The nature of the transaction (i.e., purchase, sale or any other type of acquisition or disposition);

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(C) The price of the Covered Security at which the transaction was effected;

(D) The name of the broker, dealer or bank with or through which the transaction was effected; and

(E) The date that the report is submitted by the Access Person.

(2) With respect to any account established by the Access Person in which any securities were held during the quarter for the direct or indirect benefit of the Access Person:

(A) The name of the broker, dealer or bank with whom the Access Person established the account;

(B) The date the account was established; and

(C) The date that the report is submitted by the Access Person.

(ii) Exceptions:

(1) A Disinterested Director of the Fund who would be required to make a report solely by reason of being the Fund director, need only make a quarterly transaction report if the director knew or, in the ordinary course of fulfilling his or her official duties as the Fund director, should have known that during the 15-day period immediately before or after the director's transaction in a Covered Security, the Fund purchased or sold the Covered Security, or the Fund or the Advisor considered purchasing or selling the Covered Security.

(2) An Access Person to the Advisor need not make a quarterly transaction report to the Advisor if all the information in the report would duplicate information required to be recorded pursuant to Rules 204-2(a)(12) or 204-2(a)(13) of the Investment Company Act of 1940.

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(3) An Access Person need not make a quarterly transaction report if the report would duplicate information contained in broker trade confirmations or account statements received by the Fund, Advisor or principal underwriter with respect to the Access Person in the time period required.

(c) Annual Holdings Reports.

(i) As required by Section 10(5), annually, the Access Person shall complete either the Confidential Disclosure of Personal Holdings and Liabilities Form, attached hereto as Exhibit 1, or the Annual Holdings Report, attached hereto as Exhibit 3, which shall contain at a minimum the following information (which information will be current as of a date no more than 45 days before the report is submitted):

(1) The title, number of shares, principal amount, and exchange ticker symbol or CUSIP number of each Covered Security in which the Access Person had any direct or indirect beneficial ownership;

(2) The name of any broker, dealer or bank with whom the Access Person maintains an account in which any securities are held for the direct or indirect benefit of the Access Person; and

(3) The date that the report is submitted by the Access Person.

(ii) Exception:

(1) A Disinterested Director of the Fund who would be required to make a report solely by reason of being the Fund director need not make an annual report.

4B. Exceptions from All Reporting Requirements.

(a) An Access Person shall not be required to make any reports under this Section with respect to transactions effected for, and Covered Securities held in, any account over which such person does not have any direct or indirect influence or control.

9

(b) An Access Person to a Fund's principal underwriter need not make a report to the principal underwriter under this Section 4 if:

(i) The principal underwriter is not an affiliated person of the Fund (unless the Fund is a unit investment trust) or the Advisor of the Fund; and

(ii) The principal underwriter has no officer, director or general partner who serves as an officer, director or general partner of the Fund or of the Advisor of the Fund.

4C. Review of Reports. Each Fund, Advisor and principal underwriter to which reports are required to be made by this Section 4 will submit these reports to the Chief Compliance Officer of the Fund for review.

4D. Notification of Reporting Obligation. Each Fund, Advisor and principal underwriter to which reports are required to be made by this Section 4 will identify all Access Persons who are required to make these reports and will inform those Access Persons of their reporting obligation.

4E. Any report required by this Section may contain a statement that the report shall not be construed as an admission that the person making the report that he or she has any direct or indirect beneficial ownership in the Covered Security to which the report relates.

4F. Recordkeeping. The Fund and Advisor will maintain the following at its principal place of business:

(a) A copy of each report made by an Access Person as required by this Section, including any information provided in lieu of the reports, will be maintained for at least five years after the end of the fiscal year in which the report is made or the information is provided, the first two years in an easily accessible place; and

(b) A record of all persons, currently or within the past five years, who are or were required to make reports under Section 4, or who are or were responsible for reviewing these reports, will be maintained in an easily accessible place.

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Section 5 - Sanctions

Upon discovering a violation of this Code of Ethics, the board of directors of the Fund may impose such sanctions as it deems appropriate, including, inter alia, a letter of censure or suspension or termination of the employment of the violator. All material violations of this Code of Ethics and any sanctions imposed with respect thereto shall be reported periodically to the Board of Directors of the Fund.

Section 6 - 17 C.F.R. 270.17j-1

The full text of Investment Company Act Rule 17j-1 in effect on October 29, 1999 is attached as Appendix I for ease of reference to the regulatory standard to which the parties and persons affected by the Code of Ethics must adhere.

Section 7 - General Fiduciary Principles

The general fiduciary principles that govern person investment activities of our covered individuals under this Code of Ethics are: (1) the duty at all times to place the interest of Fund shareholders and Advisor clients first; (2) the requirement that all personal securities transactions be conducted consistent with this Code of Ethics and in such a manner as to avoid any actual or potential conflict of interest or any absence of an individual’s position of trust and responsibility; and (3) the fundamental standard that the Fund and Advisor personnel should not take inappropriate advantage of their positions.

Section 8 - Applicability of Restrictions and Procedure

This Code of Ethics should apply to certain sets or categories of personnel and under different circumstances as set forth in this section.

1. Different Categories of Personnel

Portfolio Managers - The first set includes portfolio managers - those employees entrusted with direct responsibility and authority to make investment decisions affecting the Fund, and who, therefore, are the persons best informed about the Fund's investment plans and interests.

Investment Personnel - Any employee of the Fund or Advisor (or of any company in a control relationship to the Fund or Advisor) who, in connection with his or her regular functions or duties, makes or participates in making recommendations regarding the purchase or sale of securities by the Fund and any natural person who controls the Fund or Advisor and who obtains information concerning recommendations made to the Fund regarding the purchase or sale of securities by the Fund. This includes portfolio managers as well as other investment personnel, such as the security analysts and traders who provide information and advise to a portfolio manager or who help execute the portfolio analysis decisions.

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Access Persons - The third and largest set of employees includes all Access Persons, as this term is used in Rule 17j-1 and has been applied in the securities industry. In addition to all portfolio managers and other investment personnel, Access Persons include all individuals who, in the course of their normal work force duties, obtain information about an investment company’s, investment advisory client’s, or a principal underwriter’s purchase or sale of securities. In keeping with the spirit of Rule 17j-1, the category of Access Persons will be construed broadly to include all employees of the companies bound by this Code of Ethics and members of their families with respect to the trading prohibitions of Section 3.

2. Consideration of Different Circumstances

This Code of Ethics will not apply to personal transactions involving certain types of securities that do not implicate the policies of the Rule. Personal transactions involving small amounts of securities that have very high market capitalization and high average daily trading volume may have an exception from this Code of Ethics, although the general rule will be broad applicability for all transactions.

An Access Person who is also an investment advisory client of the companies bound by this Code of Ethics may be exempt from this Code of Ethics when a security transaction is undertaken as part of the conduct of the portfolio in the ordinary course of business for that account and for advisory clients with similar investment objectives and assets allocation policies.

Section 9 - Substantive Restrictions on Personal Investing Activities

1. Initial Public Offerings

This Code of Ethics prohibits investment personnel from acquiring any securities in an initial public offering in order to preclude any possibility of their profiting improperly from their positions on behalf of an investment company.

2. Limited Offering

This Code of Ethics requires express prior approval from the Fund or Advisor of any direct or indirect acquisition of beneficial ownership of any securities by investment personnel in a Limited Offering. This prior approval should take into account, among other factors, whether the investment opportunity should be reserved for the Fund and its shareholders or an investment advisory client, and whether the opportunity is being offered to an individual by virtue of his or her position with those companies. Investment personnel who have been authorized to acquire securities in a Limited Offering should be required to disclose that investment when they play a part in the Fund’s or investment advisory client’s subsequent consideration of an investment in the issuer. In such circumstances, the Fund's decision to purchase securities of the issuer should be subject to an independent review by investment personnel with no personal interest in the issuer.

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3. Blackout Periods

This Code of Ethics prohibits any Access Person from executing a securities transaction on a day during which any investment company in his or her complex has a pending “buy” or “sell” order in that same security until that order is executed or withdrawn. In addition, this Code of Ethics prohibits any portfolio manager from buying or selling a security within the past twenty-four hours before or after an investment company that he or she manages, or clients of the Advisor, trades in that security. Any profits realized on trades within the proscribed periods should be required to be disgorged.

4. Ban on Short-Term Trading Profits

This Code of Ethics prohibits all investment personnel from profiting on the purchase and sale, or sale and purchase, of the same or equivalent securities within 60 calendar days. Any profits realized on such short-term trades will be required to be disgorged.

5. Gifts

This Code of Ethics prohibits investment personnel from receiving any gifts of anything of more than de minims value from any person or entity that does business with or on behalf of the Fund or Advisor.

6. Service as a Director

This Code of Ethics prohibits investment personnel from serving on the boards of directors of publicly traded companies, absent prior authorization based upon a determination that the board service would be consistent with the interests of the Fund and its shareholders and the Advisor. In the relatively small number of instances in which board service is authorized, investment personnel serving as directors normally should be isolated from those making investment decisions through “Chinese Wall” or other procedures.

13

Section 10 - Compliance Procedures

1. Preclearance

This Code of Ethics requires all Access Persons to “preclear” personal securities investments in Covered Securities before such transactions are initiated.

2. Records of Securities Transactions

This Code of Ethics requires all Access Persons to direct their brokers, or other financial intermediaries that may pay for, hold, or receive securities, to supply to a designated compliance official for the Fund and/or Advisor, on a timely basis, duplicate copies of confirmations of all personal securities transactions and copies of periodic statements for all securities accounts.

3. NASD Rulemaking - Opening of Accounts

Upon adoption by the NASD of the appropriate Rule, this Code of Ethics requires all Advisor Supervised Persons to notify NASD broker-dealers that they are an employee of Advisor, a registered investment advisor, when opening a brokerage account with such broker-dealer. Employees are hereby required to notify their employer that they have initiated an account opening at a broker, bank or other financial intermediary, and each employee will acknowledge that written instructions have been given to the broker or financial intermediary to send regular or normal transaction confirmations and statements of account to the employer.

4. Post-trade Monitoring

The Fund and Advisor will implement appropriate procedures to monitor investment activity by Access Persons after preclearance has been granted. The system of procedures will seek to identify patterns of personal securities trading occurring before Fund or advisory clients trade. The system of procedures may involve sampling and comparison of trading activities of various accounts and individuals within our office environment.

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5. Disclosure of Personal Holdings and Liabilities

Under Section 4, this Code of Ethics requires that all employees of the Fund, the Advisor, and the principal underwriter, if any, disclose all personal securities holdings and personal financial liabilities upon commencement of employment and thereafter on an annual basis. Section 4 also requires quarterly transaction reports and updates for such individuals.

6. Certification of Compliance With Code of Ethics

This Code of Ethics requires all Access Persons and Advisor Supervised Persons be required to certify annually that they have read and understand this Code and that they recognize that they are subject thereto. Further, Access Persons and Advisor Supervised Persons should be required to certify annually that they have complied with all of the requirements of this Code of Ethics and they have disclosed or reported all personal securities transactions required to be disclosed or reported pursuant to the requirements of this Code.

This Code of Ethics also requires the Fund, Advisor and principal underwriter, if any, to certify, when adopting or making any material changes to its code, that it has adopted procedures reasonably necessary to prevent Access Persons from violating this Code.

7. Review by the Board of Directors

The management of the Fund, the Advisor and principal underwriter, if any, will prepare a written annual report to the Board of Directors of the Fund that, at a minimum -

(a) summarizes existing procedures concerning personal investing and any changes in the procedures made during the past year;

(b) identifies any violations requiring significant remedial action during the past year and the sanctions imposed in response to the violations;

(c) identifies any recommended changes in existing restrictions or procedures based upon the Fund’s, Advisor’s or principal underwriter’s experience under the code of ethics, evolving industry practices, or developments in applicable laws or regulations; and

15

(d) certifies that the Fund, Advisor or principal underwriter, if any, has adopted procedures reasonably necessary to prevent Access Persons from violating its code of ethics.

The Fund and Advisor will maintain a copy of each report at its principal place of business for at least five years after the end of the fiscal year in which it was made, the first two years in an easily accessible place.

8. Additional Disclosure

The Fund will disclose in its Prospectus whether or not Access Persons are permitted to engage in personal securities transactions, and, if so, subject to what general restrictions and procedures. The Fund will also provide in its Prospectus whether it, the Advisor and principal underwriter, if any, has adopted codes of ethics and will file such codes as exhibits to its registration statement.

Section 11 - Transitional Period

The management and employees of the Fund, the Advisor will be allowed a period from the date of adoption of this Restated Code of Ethics until March 1, 2000 to comply with Sections 4A(a), 4C, 4D and 4F(b), Section 9(2) and Section 10(8). The management and employees of the Fund and Advisor will be allowed a period from the date of adoption of this Restated Code of Ethics until April 10, 2000 to supply the new information required under Section 4A(b) and until September 1, 2000 to comply with Section 4A(c), Section 10(7) and Section 16.

Section 12 - Authorizers for Preclearance

The President of the Fund and Advisor is the primary authorizing person for preclearance of personal securities transactions. In the absence or non-availability of the President, two officers elected at the last Annual Meeting of the Board of Directors for the respective companies may sign the authorization for a preclearance of a personal security transaction.

Section 13 - Filing of Reports by Portfolio Managers, Investment Personnel, Access Persons and Other Persons and Entities

Reports required to be filed under this Code of Ethics should be directed to the President of the Fund and the Advisor. The President may delegate review functions of these materials to officers or agents elected or appointed by the Board of Directors of the respective companies.

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Section 14 - Discipline

Employees and other persons who willfully violate this Code of Ethics may expect disciplinary action appropriate to the situation involved. Penalties applied by other investment advisors and investment companies are published in industry association communications and SEC releases. These disciplinary actions should be described as harsh in the context of our subject companies; nonetheless, they could form the basis of actions and fine assessments taken by the management and directors of the entities bound by this Code of Ethics.

Section 15 - Confidentiality

Reports that are filed by persons or entities under this Code of Ethics will be handled in a confidential manner. The information will be reviewed only by senior corporate officers on a need to know basis or by a certified public accountant or attorney if the entities adopting this Code of Ethics desire to retain outside reviewers to prepare summary reports.

Section 16 - Adoption and Approval of Code of Ethics

1. This Code will be approved by the Board of Directors of the Fund, including a majority of directors who are not interested persons. The Board of Directors of the Fund will also approve any material changes to this Code no later than six months after the adoption of the material change.

2. The code of ethics of an Advisor or principal underwriter, if any, will be approved by the Board of Directors of the Fund before initially retaining the services of the Advisor or principal underwriter. The Board of Directors of the Fund will approve any material changes to these codes of ethics no later than six months after the adoption of the material change.

3. Before approving the codes or any material changes to the codes, the Board of Directors of the Fund will receive a certification from the Fund, Advisor or principal underwriter in accordance with the requirements of Section 10(6).

4. The Fund, Advisor and principal underwriter will maintain a copy of its current code of ethics and any code of ethics that was in effect within the past five years in an easily accessible place at its principal place of business.

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Section 17 - Standards of Conduct for Fund and Advisor Supervised Persons

1. Fund and Advisor supervised personnel are expected to adhere to the highest level of ethical standards in the conduct of their business, consistent with the long-standing history of high ethical conduct by the Bridges entities and their outstanding reputation for honesty, integrity and professionalism in treatment of clients. Fund and Advisor supervised persons are required to comply with all applicable state and federal laws and regulations, including federal securities laws, and general fiduciary principles as set forth in Section 7 of the Code of Ethics.

2. The applicable federal securities laws which Fund and Advisor supervised persons are required to comply with include the Securities Act of 1933, the Securities Exchange Act of 1934, the Investment Company Act of 1940, the Investment Advisers Act of 1940, Title V of the Gramm-Leach-Bliley Act, the Bank Secrecy Act, and all regulations adopted by the SEC or other federal regulatory agency pursuant thereto.

Section 18 - Reporting Violations under the Code of Ethics

1. Reporting Violations to Chief Compliance Officer - In accordance with the Fund Compliance Program, violations, or suspected violations, of the Code of Ethics shall be reported to the Fund Chief Compliance Officer for remedial action; provided, however, that if the suspected violation of the Code of Ethics is by the Chief Compliance Officer, or if the Chief Compliance Officer is unavailable within a reasonable period of time, the violation shall be reported to the Fund Chairman, Fund President or one or more members of the Fund Board of Directors.

2. Confidentiality - Reports of possible violations of the Code of Ethics will be treated confidentially to the extent permitted by law and investigated promptly and appropriately. Reports of possible violations may be submitted to the Chief Compliance Officer anonymously.

3. Retaliation is Prohibited - Retaliation against an individual who has reported a violation or suspected violation of the Code of Ethics is prohibited, and shall constitute a further violation of the Code of Ethics.

Jointly adopted by the Bridges Investment Fund, Inc. and Bridges Investment Management, Inc. Boards of Directors on July 21, 2004; Addendum adopted by the Bridges Investment Fund, Inc. Board of Directors on August 16, 2005.

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APPENDIX I

FULL TEXT OF RULE 17j-1

INVESTMENT COMPANY ACT

17 C.F.R. 270.17j-1

(effective October 29, 1999, as amended July 9, 2004)

Rule 17j-1 -- Personal investment activities of investment company personnel.

(a) Definitions. For purposes of this section:

(1) Access Person means:

(i) Any Advisory Person of a Fund or of a Fund's investment adviser. If an investment adviser's primary business is advising Funds or other advisory clients, all of the investment adviser's directors, officers, and general partners are presumed to be Access Persons of any Fund advised by the investment adviser. All of a Fund's directors, officers, and general partners are presumed to be Access Persons of the Fund.

(A) If an investment adviser is primarily engaged in a business or businesses other than advising Funds or other advisory clients, the term Access Person means any director, officer, general partner or Advisory Person of the investment adviser who, with respect to any Fund, makes any recommendation, participates in the determination of which recommendation will be made, or whose principal function or duties relate to the determination of which recommendation will be made, or who, in connection with his or her duties, obtains any information concerning recommendations on Covered Securities being made by the investment adviser to any Fund.

(B) An investment adviser is "primarily engaged in a business or businesses other than advising Funds or other advisory clients" if, for each of its most recent three fiscal years or for the period of time since its organization, whichever is less, the investment adviser derived, on an unconsolidated basis, more than 50 percent of its total sales and revenues and more than 50 percent of its income (or loss), before income taxes and extraordinary items, from the other business or businesses.

(ii) Any director, officer or general partner of a principal underwriter who, in the ordinary course of business, makes, participates in or obtains information regarding, the purchase or sale of Covered Securities by the Fund for which the principal underwriter acts, or whose functions or duties in the ordinary course of business relate to the making of any recommendation to the Fund regarding the purchase or sale of Covered Securities.

(2) Advisory Person of a Fund or of a Fund's investment adviser means:

(i) Any director, officer, general partner or employee of the Fund or investment advisor (or of any company in a control relationship to the Fund or investment advisor) who, in connection with his or her regular functions or duties, makes, participates, in or obtains information regarding, the purchase or sale of Covered Securities by a Fund, or whose functions relate to the making of any recommendations with respect to such purchases or sales; and

(ii) Any natural person in a control relationship to the Fund or investment adviser who obtains information concerning recommendations made to the Fund with regard to the purchase or sale of Covered Securities by the Fund.

(3) Control has the same meaning as in section 2(a)(9) of the Act.

(4) Covered Security means a security as defined in section 2(a)(36) of the Act, except that it does not include:

(i) Direct obligations of the Government of the United States;

(ii) Bankers' acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments, including repurchase agreements; and

(iii) Shares issued by open-end Funds.

(5) Fund means an investment company registered under the Investment Company Act.

(6) An Initial Public Offering means an offering of securities registered under the Securities Act of 1933, the issuer of which, immediately before the registration, was not subject to the reporting requirements of sections 13 or 15(d) of the Securities Exchange Act of 1934.

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(7) Investment Personnel of a Fund or of a Fund's investment adviser means:

(i) Any employee of the Fund or investment adviser (or of any company in a control relationship to the Fund or investment adviser) who, in connection with his or her regular functions or duties, makes or participates in making recommendations regarding the purchase or sale of securities by the Fund.

(ii) Any natural person who controls the Fund or investment adviser and who obtains information concerning recommendations made to the Fund regarding the purchase or sale of securities by the Fund.

(8) A Limited Offering means an offering that is exempt from registration under the Securities Act of 1933 pursuant to section 4(2) or section 4(6) or pursuant to rule 504, rule 505, or rule 506 under the Securities Act of 1933.

(9) Purchase or sale of a Covered Security includes, among other things, the writing of an option to purchase or sell a Covered Security.

(10) Security Held or to be Acquired by a Fund means:

(i) Any Covered Security which, within the most recent 15 days:

(A) Is or has been held by the Fund; or

(B) Is being or has been considered by the Fund or its investment adviser for purchase by the Fund; and

(ii) Any option to purchase or sell, and any security convertible into or exchangeable for, a Covered Security described in paragraph (a)(10)(i) of this section.

(11) Automatic Investment Plan means a program in which regular periodic purchases (or withdrawals) are made automatically in (or from) investment accounts in accordance with a predetermined schedule and allocation. An Automatic Investment Plan includes a dividend reinvestment plan.

(b) Unlawful Actions. It is unlawful for any affiliated person of or principal underwriter for a Fund, or any affiliated person of an investment adviser of or principal underwriter for a Fund, in connection with the purchase or sale, directly or indirectly, by the person of a Security Held or to be Acquired by the Fund:

(1) To employ any device, scheme or artifice to defraud the Fund;

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(2) To make any untrue statement of a material fact to the Fund or omit to state a material fact necessary in order to make the statements made to the Fund, in light of the circumstances under which they are made, not misleading;

(3) To engage in any act, practice or course of business that operates or would operate as a fraud or deceit on the Fund; or

(4) To engage in any manipulative practice with respect to the Fund.

(c) Code of Ethics.

(1) Adoption and Approval of Code of Ethics.

(i) Every Fund (other than a money market fund or a Fund that does not invest in Covered Securities) and each investment adviser of and principal underwriter for the Fund, must adopt a written code of ethics containing provisions reasonably necessary to prevent its Access Persons from engaging in any conduct prohibited by paragraph (b) of this section.

(ii) The board of directors of a Fund, including a majority of directors who are not interested persons, must approve the code of ethics of the Fund, the code of ethics of each investment adviser and principal underwriter of the Fund, and any material changes to these codes. The board must base its approval of a code and any material changes to the code on a determination that the code contains provisions reasonably necessary to prevent Access Persons from engaging in any conduct prohibited by paragraph (b) of this section. Before approving a code of a Fund, investment adviser or principal underwriter or any amendment to the code, the board of directors must receive a certification from the Fund, investment adviser or principal underwriter that it has adopted procedures reasonably necessary to prevent Access Persons from violating the Funds, investment adviser's, or principal underwriter's code of ethics. The Fund's board must approve the code of an investment adviser or principal underwriter before initially retaining the services of the investment adviser or principal underwriter. The Fund's board must approve a material change to a code no later than six months after adoption of the material change.

(iii) If a Fund is a unit investment trust, the Fund's principal underwriter or depositor must approve the Fund's code of ethics, as required by paragraph (c)(1)(ii) of this section. If the Fund has more than one principal underwriter or depositor, the principal underwriters and depositors may designate, in writing, which principal underwriter or depositor must conduct the approval required by paragraph (c)(1)(ii) of this section, if they obtain written consent from the designated principal underwriter or depositor.

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(2) Administration of Code of Ethics.

(i) The Fund, investment adviser and principal underwriter must use reasonable diligence and institute procedures reasonably necessary to prevent violations of its code of ethics.

(ii) No less frequently than annually, every Fund (other than a unit investment trust) and its investment advisers and principal underwriters must furnish to the Fund's board of directors, and the board of directors must consider, a written report that:

(A) Describes any issues arising under the code of ethics or procedures since the last report to the board of directors, including, but not limited to, information about material violations of the code or procedures and sanctions imposed in response to the material violations; and

(B) Certifies that the Fund, investment adviser or principal underwriter, as applicable, has adopted procedures reasonably necessary to prevent Access Persons from violating the code.

(3) Exception for Principal Underwriters. The requirements of paragraphs (c)(1) and (c)(2) of this section do not apply to any principal underwriter unless:

(i) The principal underwriter is an affiliated person of the Fund or of the Fund's investment adviser; or

(ii) An officer, director or general partner of the principal underwriter serves as an officer, director or general partner of the Fund or of the Fund's investment adviser.

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(d) Reporting Requirements of Access Persons.

(1) Reports Required. Unless excepted by paragraph (d)(2) of this section, every Access Person of a Fund (other than a money market fund or a Fund that does not invest in Covered Securities) and every Access Person of an investment adviser of or principal underwriter for the Fund, must report to that Fund, investment adviser or principal underwriter:

(i) Initial Holdings Reports. No later than 10 days after the person becomes an Access Person (which information must be current as of a date no more than 45 days prior to the date the person becomes and Access Person):

(A) The title, number of shares and principal amount of each Covered Security in which the Access Person had any direct or indirect beneficial ownership when the person became an Access Person;

(B) The name of any broker, dealer or bank with whom the Access Person maintained an account in which any securities were held for the direct or indirect benefit of the Access Person as of the date the person became an Access Person; and

(C) The date that the report is submitted by the Access Person.

(ii) Quarterly Transaction Reports. No later than 30 days after the end of a calendar quarter, the following information:

(A) With respect to any transaction during the quarter in a Covered Security in which the Access Person had any direct or indirect beneficial ownership:

(1) The date of the transaction, the title, the interest rate and maturity date (if applicable), the number of shares and the principal amount of each Covered Security involved;

(2) The nature of the transaction (i.e., purchase, sale or any other type of acquisition or disposition);

(3) The price of the Covered Security at which the transaction was effected;

(4) The name of the broker, dealer or bank with or through which the transaction was effected; and

(5) The date that the report is submitted by the Access Person.

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(B) With respect to any account established by the Access Person in which any securities were held during the quarter for the direct or indirect benefit of the Access Person:

(1) The name of the broker, dealer or bank with whom the Access Person established the account;

(2) The date the account was established; and

(3) The date that the report is submitted by the Access Person.

(iii) Annual Holdings Reports. Annually, the following information (which information must be current as of a date no more than 45 days before the report is submitted):

(A) The title, number of shares and principal amount of each Covered Security in which the Access Person had any direct or indirect beneficial ownership;

(B) The name of any broker, dealer or bank with whom the Access Person maintains an account in which any securities are held for the direct or indirect benefit of the Access Person; and

(C) The date that the report is submitted by the Access Person.

(2) Exceptions from Reporting Requirements.

(i) A person need not make a report under paragraph (d)(1) of this section with respect to transactions effected for, and Covered Securities held in, any account over which the person has no direct or indirect influence or control.

(ii) A director of a Fund who is not an "interested person" of the Fund within the meaning of section 2(a)(19) of the Act, and who would be required to make a report solely by reason of being a Fund director, need not make:

(A) An initial holdings report under paragraph (d)(1)(i) of this section and an annual holdings report under paragraph (d)(1)(iii) of this section; and

(B) A quarterly transaction report under paragraph (d)(1)(ii) of this section, unless the director knew or, in the ordinary course of fulfilling his or her official duties as a Fund director, should have known that during the 15-day period immediately before or after the director's transaction in a Covered Security, the Fund purchased or sold the Covered Security, or the Fund or its investment adviser considered purchasing or selling the Covered Security.

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(iii) An Access Person to a Fund's principal underwriter need not make a report to the principal underwriter under paragraph (d)(1) of this section if:

(A) The principal underwriter is not an affiliated person of the Fund (unless the Fund is a unit investment trust) or any investment adviser of the Fund; and

(B) The principal underwriter has no officer, director or general partner who serves as an officer, director or general partner of the Fund or of any investment adviser of the Fund.

(iv) An Access Person to an investment adviser need not make a separate report to the investment adviser under paragraph (d)(1) of this section to the extent the information in the report would duplicate information required to be recorded under Rule 275.204-2(a)(13) of this chapter.

(v) An Access Person need not make a quarterly transaction report under paragraph (d)(1)(ii) of this section if the report would duplicate information contained in broker trade confirmations or account statements received by the Fund, investment adviser or principal underwriter with respect to the Access Person in the time period required by paragraph (d)(1)(ii), if all of the information required by that paragraph is contained in the broker trade confirmations or account statements, or in the records of the Fund, investment adviser or principal underwriter.

(vi) An Access Person need not make a quarterly transaction report under paragraph (d)(1)(ii) of this section with respect to transactions effected pursuant to an Automatic Investment Plan.

(3) Review of Reports. Each Fund, investment adviser and principal underwriter to which reports are required to be made by paragraph (d)(1) of this section must institute procedures by which appropriate management or compliance personnel review these reports.

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(4) Notification of Reporting Obligation. Each Fund, investment adviser and principal underwriter to which reports are required to be made by paragraph (d)(1) of this section must identify all Access Persons who are required to make these reports and must inform those Access Persons of their reporting obligation.

(5) Beneficial Ownership. For purposes of this section, beneficial ownership is interpreted in the same manner as it would be under Rule 16a-1(a)(2) of this chapter in determining whether a person is the beneficial owner of a security for purposes of section 16 of the Securities Exchange Act of 1934 and the rules and regulations thereunder. Any report required by paragraph (d) of this section may contain a statement that the report will not be construed as an admission that the person making the report has any direct or indirect beneficial ownership in the Covered Security to which the report relates.

(e) Pre-approval of Investments in IPOs and Limited Offerings. Investment Personnel of a Fund or its investment adviser must obtain approval from the Fund or the Fund's investment adviser before directly or indirectly acquiring beneficial ownership in any securities in an Initial Public Offering or in a Limited Offering.

(f) Recordkeeping Requirements.

(1) Each Fund, investment adviser and principal underwriter that is required to adopt a code of ethics or to which reports are required to be made by Access Persons must, at its principal place of business, maintain records in the manner and to the extent set out in this paragraph (f), and must make these records available to the Commission or any representative of the Commission at any time and from time to time for reasonable periodic, special or other examination:

(A) A copy of each code of ethics for the organization that is in effect, or at any time within the past five years was in effect, must be maintained in an easily accessible place;

(B) A record of any violation of the code of ethics, and of any action taken as a result of the violation, must be maintained in an easily accessible place for at least five years after the end of the fiscal year in which the violation occurs;

(C) A copy of each report made by an Access Person as required by this section, including any information provided in lieu of the reports under paragraph (d)(2)(v) of this section, must be maintained for at least five years after the end of the fiscal year in which the report is made or the information is provided, the first two years in an easily accessible place;

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(D) A record of all persons, currently or within the past five years, who are or were required to make reports under paragraph (d) of this section, or who are or were responsible for reviewing these reports, must be maintained in an easily accessible place; and

(E) A copy of each report required by paragraph (c)(2)(ii) of this section must be maintained for at least five years after the end of the fiscal year in which it is made, the first two years in an easily accessible place.

(2) A Fund or investment adviser must maintain a record of any decision, and the reasons supporting the decision, to approve the acquisition by investment personnel of securities under paragraph (e), for at least five years after the end of the fiscal year in which the approval is granted.

DOCS/618867.2

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