(a)
|
|
Page 1
|
Shareholder Letter
|
Exhibit 1
|
Portfolio Transactions During the
|
Page 7
|
Period from July 1, 2022 through
|
December 31, 2022
|
|
Exhibit 2
|
Selected Historical Financial Information
|
Pages 9-10
|
|
Pages 11-12
|
Expense Example
|
Page 13
|
Allocation of Portfolio Holdings
|
Pages 14-28
|
Financial Statements and Report of
|
Independent Registered Public
|
|
Accounting Firm
|
|
Page 29
|
Privacy Policy
|
Pages 30-31
|
Additional Disclosures
|
MD&A 1–13
|
Management Discussion and Analysis
|
Shareholder Letter
|
January 9, 2023
|
Shareholder Letter
|
January 9, 2023
|
Apple
|
10.4
|
|||
Alphabet
|
8.1
|
|||
MasterCard
|
8.1
|
|||
Microsoft
|
7.1
|
|||
Amazon
|
4.8
|
|||
Visa
|
4.0
|
|||
United Health
|
3.9
|
|||
Old Dominion
|
3.5
|
|||
Berkshire Hathaway
|
3.3
|
|||
Thermo Fisher Scientific
|
2.5
|
NEW BUYS:
|
ADDS:
|
TRIMS:
|
SELLS:
|
Aptar Group
|
Cable One
|
Adobe
|
Autodesk, Inc.
|
BWX Technologies
|
Chemed Corporation
|
Alphabet
|
Salesforce, Inc.
|
EOG Resources
|
Edwards Lifesciences
|
Apple
|
Starbucks
|
Intuitive Surgical
|
Sherwin-Williams
|
Berkshire Hathaway
|
Corporation
|
ServiceNow, Inc.
|
Company
|
Home Depot
|
Terminix Global
|
TransUnion
|
IAA, Inc.
|
Holdings, Inc.
|
|
Ulta Beauty
|
Intercontinental
|
Wells Fargo
|
|
Exchange, Inc.
|
|||
MasterCard
|
|||
Meta Platforms
|
|||
NVIDIA
|
|||
Old Dominion
|
|||
Freight Line
|
|||
Palo Alto Networks
|
|||
S&P Global
|
|||
SVB Financial Group
|
|||
Union Pacific
|
|||
Visa
|
Shareholder Letter
|
January 9, 2023
|
Shareholder Letter
|
January 9, 2023
|
Shareholder Letter
|
January 9, 2023
|
Sincerely,
|
|
![]() |
|
Edson L. Bridges III, CFA
|
|
President and Chief Executive Officer
|
Bought or
|
Held After
|
|||||||
Securities
|
Received
|
Transactions
|
||||||
Common Stock Unless
|
$1,000 Par
|
$1,000 Par
|
||||||
Described Otherwise
|
Value (M)
|
Value (M)
|
||||||
or Shares
|
or Shares
|
|||||||
American Tower Corp.
|
15
|
5,500
|
||||||
AptarGroup, Inc.
|
12,000
|
19,000
|
||||||
BWX Technologies, Inc.
|
4,000
|
4,000
|
||||||
Cable One, Inc.
|
2,600
|
3,900
|
||||||
Chemed Corp.
|
200
|
4,000
|
||||||
Edwards Lifesciences Corp.
|
2,000
|
28,000
|
||||||
EOG Resources, Inc.
|
14,000
|
14,000
|
||||||
Generac Holdings, Inc.
|
6,020
|
18,000
|
||||||
IAA, Inc.
|
49,000
|
117,000
|
||||||
Intercontinental Exchange, Inc.
|
4,000
|
35,000
|
||||||
Intuitive Surgical, Inc.
|
4,500
|
4,500
|
||||||
Meta Platforms, Inc.
|
5,000
|
38,000
|
||||||
ServiceNow, Inc.
|
9,000
|
11,000
|
||||||
Sherwin Williams Co.
|
1,000
|
4,000
|
||||||
SVB Financial Group
|
2,500
|
14,500
|
||||||
Transunion
|
54,000
|
99,500
|
||||||
Ulta Beauty, Inc.
|
500
|
3,500
|
||||||
Sold or
|
Held After
|
|||||||
Securities
|
Exchanged
|
Transactions
|
||||||
Common Stock Unless
|
$1,000 Par
|
$1,000 Par
|
||||||
Described Otherwise
|
Value (M)
|
Value (M)
|
||||||
or Shares
|
or Shares
|
|||||||
Adobe Systems, Inc.
|
500
|
11,500
|
||||||
Alphabet, Inc.(1)
|
200
|
160,000
|
||||||
Apple, Inc.
|
24,261
|
139,739
|
||||||
AptarGroup, Inc.
|
7,000
|
12,000
|
||||||
Autodesk, Inc.
|
10,000
|
—
|
||||||
Berkshire Hathaway, Inc.
|
1,000
|
19,000
|
||||||
BlackRock, Inc.
|
800
|
4,200
|
||||||
Cable One, Inc.
|
2,100
|
1,800
|
||||||
Generac Holdings, Inc.
|
18,000
|
—
|
Sold or
|
Held After
|
|||||||
Securities
|
Exchanged
|
Transactions
|
||||||
Common Stock Unless
|
$1,000 Par
|
$1,000 Par
|
||||||
Described Otherwise
|
Value (M)
|
Value (M)
|
||||||
or Shares
|
or Shares
|
|||||||
Home Depot, Inc.
|
2,000
|
11,000
|
||||||
IAA, Inc.
|
68,000
|
49,000
|
||||||
Intercontinental Exchange, Inc.
|
15,000
|
20,000
|
||||||
Mastercard, Inc.
|
7,400
|
40,600
|
||||||
Meta Platforms, Inc.
|
12,000
|
26,000
|
||||||
NVIDIA Corp.
|
9,000
|
28,000
|
||||||
Old Dominion Freight Line, Inc.
|
1,500
|
21,500
|
||||||
Palo Alto Networks, Inc.(2)
|
3,000
|
30,000
|
||||||
S&P Global, Inc.
|
1,000
|
12,000
|
||||||
Salesforce, Inc.
|
15,000
|
—
|
||||||
ServiceNow, Inc.
|
4,000
|
7,000
|
||||||
SVB Financial Group
|
3,500
|
11,000
|
||||||
Transunion
|
55,500
|
44,000
|
||||||
Union Pacific Corp.
|
2,950
|
20,050
|
||||||
Visa, Inc.
|
4,000
|
34,000
|
||||||
Wells Fargo Co.
|
75,000
|
—
|
(1)
|
Received 152,190 shares in a 20 for 1 Stock Split on 7/18/2022.
|
(2)
|
Received 22,000 shares in a 3 for 1 Stock Split on 9/14/2022.
|
Valuation
|
Net
|
Shares
|
Net Asset
|
Dividend/
|
Capital
|
|||||||||||||||||
Date
|
Assets
|
Outstanding
|
Value/Share
|
Share
|
Gains/Share
|
|||||||||||||||||
07-01-63
|
$
|
109,000
|
10,900
|
$
|
10.00
|
$
|
—
|
$
|
—
|
|||||||||||||
12-31-63
|
159,187
|
15,710
|
10.13
|
.07
|
—
|
|||||||||||||||||
12-31-64
|
369,149
|
33,643
|
10.97
|
.28
|
—
|
|||||||||||||||||
12-31-65
|
621,241
|
51,607
|
12.04
|
.285
|
.028
|
|||||||||||||||||
12-31-66
|
651,282
|
59,365
|
10.97
|
.295
|
—
|
|||||||||||||||||
12-31-67
|
850,119
|
64,427
|
13.20
|
.295
|
—
|
|||||||||||||||||
12-31-68
|
1,103,734
|
74,502
|
14.81
|
.315
|
—
|
|||||||||||||||||
12-31-69
|
1,085,186
|
84,807
|
12.80
|
.36
|
—
|
|||||||||||||||||
12-31-70
|
1,054,162
|
90,941
|
11.59
|
.37
|
—
|
|||||||||||||||||
12-31-71
|
1,236,601
|
93,285
|
13.26
|
.37
|
—
|
|||||||||||||||||
12-31-72
|
1,272,570
|
93,673
|
13.59
|
.35
|
.08
|
|||||||||||||||||
12-31-73
|
1,025,521
|
100,282
|
10.23
|
.34
|
.07
|
|||||||||||||||||
12-31-74
|
757,545
|
106,909
|
7.09
|
.35
|
—
|
|||||||||||||||||
12-31-75
|
1,056,439
|
111,619
|
9.46
|
.35
|
—
|
|||||||||||||||||
12-31-76
|
1,402,661
|
124,264
|
11.29
|
.38
|
—
|
|||||||||||||||||
12-31-77
|
1,505,147
|
145,252
|
10.36
|
.428
|
.862
|
|||||||||||||||||
12-31-78
|
1,574,097
|
153,728
|
10.24
|
.481
|
.049
|
|||||||||||||||||
12-31-79
|
1,872,059
|
165,806
|
11.29
|
.474
|
.051
|
|||||||||||||||||
12-31-80
|
2,416,997
|
177,025
|
13.65
|
.55
|
.0525
|
|||||||||||||||||
12-31-81
|
2,315,441
|
185,009
|
12.52
|
.63
|
.0868
|
|||||||||||||||||
12-31-82
|
2,593,411
|
195,469
|
13.27
|
.78
|
.19123
|
|||||||||||||||||
12-31-83
|
3,345,988
|
229,238
|
14.60
|
.85
|
.25
|
|||||||||||||||||
12-31-84
|
3,727,899
|
278,241
|
13.40
|
.80
|
.50
|
|||||||||||||||||
12-31-85
|
4,962,325
|
318,589
|
15.58
|
.70
|
.68
|
|||||||||||||||||
12-31-86
|
6,701,786
|
407,265
|
16.46
|
.688
|
.86227
|
|||||||||||||||||
12-31-87
|
7,876,275
|
525,238
|
15.00
|
.656
|
1.03960
|
|||||||||||||||||
12-31-88
|
8,592,807
|
610,504
|
14.07
|
.85
|
1.10967
|
|||||||||||||||||
12-31-89
|
10,895,182
|
682,321
|
15.97
|
.67
|
.53769
|
|||||||||||||||||
12-31-90
|
11,283,448
|
744,734
|
15.15
|
.67
|
.40297
|
|||||||||||||||||
12-31-91
|
14,374,679
|
831,027
|
17.30
|
.66
|
.29292
|
|||||||||||||||||
12-31-92
|
17,006,789
|
971,502
|
17.51
|
.635
|
.15944
|
|||||||||||||||||
12-31-93
|
17,990,556
|
1,010,692
|
17.80
|
.6225
|
.17075
|
|||||||||||||||||
12-31-94
|
18,096,297
|
1,058,427
|
17.10
|
.59
|
.17874
|
|||||||||||||||||
12-31-95
|
24,052,746
|
1,116,620
|
21.54
|
.575
|
.19289
|
|||||||||||||||||
12-31-96
|
29,249,488
|
1,190,831
|
24.56
|
.55
|
.25730
|
|||||||||||||||||
12-31-97
|
36,647,535
|
1,262,818
|
29.02
|
.5075
|
.30571
|
|||||||||||||||||
12-31-98
|
48,433,113
|
1,413,731
|
34.26
|
.44
|
2.11648
|
|||||||||||||||||
Valuation
|
Net
|
Shares
|
Net Asset
|
Dividend/
|
Capital
|
|||||||||||||||||
Date
|
Assets
|
Outstanding
|
Value/Share
|
Share
|
Gains/Share
|
|||||||||||||||||
12-31-99
|
$
|
69,735,684
|
1,508,154
|
$
|
46.24
|
$
|
.30
|
$
|
.91088
|
|||||||||||||
12-31-00
|
71,411,520
|
1,850,301
|
38.59
|
.40
|
.80880716
|
|||||||||||||||||
12-31-01
|
60,244,912
|
1,940,494
|
31.05
|
.26
|
—
|
|||||||||||||||||
12-31-02
|
45,854,541
|
1,989,769
|
23.05
|
.20
|
—
|
|||||||||||||||||
12-31-03
|
62,586,435
|
2,016,560
|
31.04
|
.24
|
—
|
|||||||||||||||||
12-31-04
|
74,281,648
|
2,230,038
|
33.31
|
.305
|
—
|
|||||||||||||||||
12-31-05
|
80,715,484
|
2,305,765
|
35.01
|
.2798
|
—
|
|||||||||||||||||
12-31-06
|
82,754,479
|
2,336,366
|
35.42
|
.2695
|
—
|
|||||||||||||||||
12-31-07
|
77,416,617
|
2,258,380
|
34.28
|
.2364
|
2.5735
|
|||||||||||||||||
12-31-08
|
49,448,417
|
2,257,410
|
21.91
|
.2603
|
—
|
|||||||||||||||||
12-31-09
|
67,435,343
|
2,303,377
|
29.28
|
.17
|
—
|
|||||||||||||||||
12-31-10
|
75,014,486
|
2,307,301
|
32.51
|
.126
|
—
|
|||||||||||||||||
12-31-11
|
73,779,028
|
2,266,478
|
32.55
|
.1586
|
—
|
|||||||||||||||||
12-31-12
|
83,361,384
|
2,256,216
|
36.95
|
.207
|
—
|
|||||||||||||||||
12-31-13
|
110,155,511
|
2,335,264
|
47.17
|
.2408
|
1.62945
|
|||||||||||||||||
12-31-14
|
122,102,388
|
2,463,893
|
49.56
|
.265
|
1.71490
|
|||||||||||||||||
12-31-15
|
116,368,311
|
2,378,851
|
48.92
|
.2725
|
.5244
|
|||||||||||||||||
12-31-16
|
122,877,447
|
2,381,534
|
51.60
|
.2929
|
.47505
|
|||||||||||||||||
12-31-17
|
144,610,324
|
2,387,530
|
60.57
|
.2033
|
2.11478
|
|||||||||||||||||
12-31-18
|
151,571,438
|
2,640,626
|
57.40
|
.2798
|
.6652
|
|||||||||||||||||
12-31-19
|
195,797,767
|
2,681,440
|
73.02
|
.2876943
|
2.43694
|
|||||||||||||||||
12-31-20
|
238,235,025
|
2,684,955
|
88.73
|
.08
|
3.38466
|
|||||||||||||||||
12-31-21
|
270,123,997
|
2,589,329
|
104.32
|
.00
|
7.10484
|
|||||||||||||||||
12-31-22
|
175,051,899
|
2,513,560
|
69.64
|
.00
|
5.01057
|
Expenses Paid
|
|||
Beginning
|
Ending
|
During Period*
|
|
Account Value
|
Account Value
|
July 1, 2022 –
|
|
July 1, 2022
|
December 31, 2022
|
December 31, 2022
|
|
Actual
|
$1,000.00
|
$ 966.00
|
$3.87
|
Hypothetical
|
|||
(5% annualized return
|
|||
before expenses)
|
$1,000.00
|
$1,021.27
|
$3.97
|
*
|
Expenses are equal to the Fund’s annualized expense ratio of 0.78%, multiplied by the average account value over the period, multiplied by 184/365 to reflect the one-half year period.
|
Common Stocks
|
$
|
173,403,126
|
|||
Short-Term Investments
|
1,922,146
|
||||
Total
|
$
|
175,325,272
|
Title of Security
|
Shares
|
Cost
|
Value
|
|||||||||
COMMON STOCKS - 99.06%
|
||||||||||||
Administrative and Support Services - 14.95%
|
||||||||||||
MasterCard, Inc. - Class A
|
40,600
|
$
|
671,436
|
$
|
14,117,838
|
|||||||
PayPal Holdings, Inc. (a)
|
35,000
|
871,561
|
2,492,700
|
|||||||||
TransUnion
|
44,000
|
2,714,756
|
2,497,000
|
|||||||||
Visa, Inc. - Class A
|
34,000
|
734,530
|
7,063,840
|
|||||||||
$
|
4,992,283
|
$
|
26,171,378
|
|||||||||
Ambulatory Health Care Services - 1.39%
|
||||||||||||
Alcon, Inc. - ADR
|
35,500
|
$
|
2,087,585
|
$
|
2,433,525
|
|||||||
Broadcasting (except Internet) - 0.73%
|
||||||||||||
Cable One, Inc.
|
1,800
|
$
|
1,375,436
|
$
|
1,281,348
|
|||||||
|
||||||||||||
Building Material and Garden |
||||||||||||
Equipment and Supplies Dealers - 3.81%
|
||||||||||||
Home Depot, Inc.
|
11,000
|
$
|
1,466,587
|
$
|
3,474,460
|
|||||||
Lowe’s Companies, Inc.
|
16,000
|
1,631,716
|
3,187,840
|
|||||||||
$
|
3,098,303
|
$
|
6,662,300
|
|||||||||
Chemical Manufacturing - 0.54%
|
||||||||||||
The Sherwin-Williams Co.
|
4,000
|
$
|
952,009
|
$
|
949,320
|
|||||||
|
||||||||||||
Computer and Electronic |
||||||||||||
Product Manufacturing - 23.32%
|
||||||||||||
Alphabet, Inc. - Class A (a)
|
80,000
|
$
|
847,060
|
$
|
7,058,400
|
|||||||
Alphabet, Inc. - Class C (a)
|
80,000
|
841,328
|
7,098,400
|
|||||||||
Apple, Inc.
|
139,739
|
517,146
|
18,156,287
|
|||||||||
NVIDIA Corp.
|
28,000
|
1,472,836
|
4,091,920
|
|||||||||
Thermo Fisher Scientific, Inc.
|
8,000
|
1,773,523
|
4,405,520
|
|||||||||
$
|
5,451,893
|
$
|
40,810,527
|
|||||||||
Credit Intermediation and
|
||||||||||||
Related Activities - 3.74%
|
||||||||||||
JPMorgan Chase & Co.
|
30,000
|
$
|
1,721,192
|
$
|
4,023,000
|
|||||||
SVB Financial Group (a)
|
11,000
|
2,118,905
|
2,531,540
|
|||||||||
$
|
3,840,097
|
$
|
6,554,540
|
ADR
|
American Depositary Receipt
|
Percentages are stated as a percent of net assets.
|
|
(a)
|
Non-Income Producing.
|
Title of Security
|
Shares
|
Cost
|
Value
|
|||||||||
COMMON STOCKS (Continued)
|
||||||||||||
Fabricated Metal Product
|
||||||||||||
Manufacturing - 0.13%
|
||||||||||||
BWX Technologies, Inc.
|
4,000
|
$
|
224,335
|
$
|
232,320
|
|||||||
Food Services and Drinking Places - 0.77%
|
||||||||||||
Casey’s General Stores, Inc.
|
6,000
|
$
|
989,889
|
$
|
1,346,100
|
|||||||
Health and Personal Care Stores - 0.94%
|
||||||||||||
Ulta Beauty, Inc. (a)
|
3,500
|
$
|
1,335,330
|
$
|
1,641,745
|
|||||||
|
||||||||||||
Insurance Carriers and |
||||||||||||
Related Activities - 9.51%
|
||||||||||||
Berkshire Hathaway, Inc. - Class B (a)
|
19,000
|
$
|
602,613
|
$
|
5,869,100
|
|||||||
The Progressive Corp.
|
30,000
|
2,368,209
|
3,891,300
|
|||||||||
UnitedHealth Group, Inc.
|
13,000
|
3,145,098
|
6,892,340
|
|||||||||
$
|
6,115,920
|
$
|
16,652,740
|
|||||||||
Merchant Wholesalers,
|
||||||||||||
Durable Goods - 1.12%
|
||||||||||||
IAA, Inc. (a)
|
49,000
|
$
|
1,786,179
|
$
|
1,960,000
|
|||||||
Miscellaneous Manufacturing - 1.88%
|
||||||||||||
Edwards Lifesciences Corp. (a)
|
28,000
|
$
|
2,018,376
|
$
|
2,089,080
|
|||||||
Intuitive Surgical, Inc. (a)
|
4,500
|
1,067,051
|
1,194,075
|
|||||||||
$
|
3,085,427
|
$
|
3,283,155
|
|||||||||
Nonstore Retailers - 4.80%
|
||||||||||||
Amazon.com, Inc. (a)
|
100,000
|
$
|
1,231,664
|
$
|
8,400,000
|
|||||||
Oil and Gas Extraction - 1.04%
|
||||||||||||
EOG Resources, Inc.
|
14,000
|
$
|
1,529,436
|
$
|
1,813,280
|
|||||||
Other Information Services - 1.79%
|
||||||||||||
Meta Platforms, Inc. - Class A (a)
|
26,000
|
$
|
2,539,072
|
$
|
3,128,840
|
|||||||
|
||||||||||||
Plastics and Rubber |
||||||||||||
Products Manufacturing - 0.75%
|
||||||||||||
AptarGroup, Inc.
|
12,000
|
$
|
1,272,085
|
$
|
1,319,760
|
(a)
|
Non-Income Producing.
|
Title of Security
|
Shares
|
Cost
|
Value
|
|||||||||
COMMON STOCKS (Continued)
|
||||||||||||
Professional, Scientific &
|
||||||||||||
Technical Services - 4.32%
|
||||||||||||
IQVIA Holdings, Inc. (a)
|
3,250
|
$
|
616,405
|
$
|
665,893
|
|||||||
Palo Alto Networks, Inc. (a)
|
30,000
|
2,137,697
|
4,186,200
|
|||||||||
ServiceNow, Inc. (a)
|
7,000
|
2,589,856
|
2,717,890
|
|||||||||
$
|
5,343,958
|
$
|
7,569,983
|
|||||||||
Publishing Industries
|
||||||||||||
(except Internet) - 9.33%
|
||||||||||||
Adobe, Inc. (a)
|
11,500
|
$
|
3,284,902
|
$
|
3,870,095
|
|||||||
Microsoft Corp.
|
52,000
|
6,470,468
|
12,470,640
|
|||||||||
$
|
9,755,370
|
$
|
16,340,735
|
|||||||||
Rail Transportation - 2.37%
|
||||||||||||
Union Pacific Corp.
|
20,050
|
$
|
606,981
|
$
|
4,151,754
|
|||||||
Real Estate - 0.67%
|
||||||||||||
American Tower Corp.
|
5,500
|
$
|
1,235,930
|
$
|
1,165,230
|
|||||||
Securities, Commodity Contracts,
|
||||||||||||
and Other Financial Investments
|
||||||||||||
and Related Activities - 7.67%
|
||||||||||||
BlackRock, Inc.
|
4,200
|
$
|
1,150,060
|
$
|
2,976,246
|
|||||||
Chemed Corp.
|
4,000
|
1,880,022
|
2,041,720
|
|||||||||
Intercontinental Exchange, Inc.
|
20,000
|
1,921,792
|
2,051,800
|
|||||||||
S&P Global, Inc.
|
12,000
|
2,150,382
|
4,019,280
|
|||||||||
Texas Pacific Land Corp.
|
1,000
|
810,904
|
2,344,230
|
|||||||||
$
|
7,913,160
|
$
|
13,433,276
|
|||||||||
Truck Transportation - 3.49%
|
||||||||||||
Old Dominion Freight Line, Inc.
|
21,500
|
$
|
1,965,465
|
$
|
6,101,270
|
|||||||
TOTAL COMMON STOCKS
|
$
|
68,727,808
|
$
|
173,403,126
|
(a)
|
Non-Income Producing.
|
Title of Security
|
Shares
|
Cost
|
Value
|
|||||||||
SHORT-TERM INVESTMENTS - 1.10%
|
||||||||||||
Mutual Funds - 1.10%
|
||||||||||||
First American Treasury Obligations
|
||||||||||||
Fund - Class X 4.19% (b)
|
1,922,146
|
$
|
1,922,146
|
$
|
1,922,146
|
|||||||
TOTAL SHORT-TERM INVESTMENTS
|
$
|
1,922,146
|
1,922,146
|
|||||||||
TOTAL INVESTMENTS - 100.16%
|
$
|
70,649,954
|
$
|
175,325,272
|
||||||||
LIABILITIES IN EXCESS
|
||||||||||||
OF OTHER ASSETS - (0.16)%
|
(273,373
|
)
|
||||||||||
TOTAL NET ASSETS - 100.00%
|
$
|
175,051,899
|
(b)
|
The rate shown is the annualized seven day yield as of December 31, 2022.
|
ASSETS:
|
||||
Investments in securities, at fair value (cost: $70,649,954)
|
$
|
175,325,272
|
||
Receivables
|
||||
Fund shares issued
|
18,120
|
|||
Dividends and interest
|
26,441
|
|||
Prepaid expenses
|
15,953
|
|||
TOTAL ASSETS:
|
$
|
175,385,786
|
||
LIABILITIES:
|
||||
Payables
|
||||
Payable for capital shares redeemed
|
$
|
1,000
|
||
Payable to Adviser
|
246,891
|
|||
Accrued expenses
|
52,491
|
|||
Administration expense
|
33,505
|
|||
TOTAL LIABILITIES:
|
$
|
333,887
|
||
TOTAL NET ASSETS
|
$
|
175,051,899
|
||
NET ASSETS CONSIST OF:
|
||||
Capital Stock
|
$
|
68,977,595
|
||
Total distributable earnings
|
106,074,304
|
|||
TOTAL NET ASSETS
|
$
|
175,051,899
|
||
SHARES OUTSTANDING
|
||||
($0.0001 par value; 100,000,000 shares authorized)
|
2,513,560
|
|||
NET ASSET VALUE, OFFERING AND REDEMPTION PRICE PER SHARE
|
$
|
69.64
|
INVESTMENT INCOME:
|
||||
Dividend income(1)
|
$
|
1,395,528
|
||
Interest income
|
25,652
|
|||
Total investment income
|
$
|
1,421,180
|
||
EXPENSES:
|
||||
Advisory fees
|
$
|
1,049,092
|
||
Administration fees
|
194,973
|
|||
Dividend disbursing and transfer agent fees
|
80,718
|
|||
Fund accounting fees
|
66,135
|
|||
Independent director’s expenses and fees
|
72,500
|
|||
Other
|
59,818
|
|||
Professional services
|
48,619
|
|||
Printing and supplies
|
27,755
|
|||
Custody fees
|
26,584
|
|||
Total expenses
|
$
|
1,626,194
|
||
NET INVESTMENT LOSS:
|
$
|
(205,014
|
)
|
|
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
|
||||
Net realized gain on investments
|
$
|
10,585,699
|
||
Net change in unrealized appreciation of investments
|
(86,564,264
|
)
|
||
NET REALIZED AND UNREALIZED (LOSS) ON INVESTMENTS:
|
$
|
(75,978,565
|
)
|
|
NET (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS
|
$
|
(76,183,579
|
)
|
(1)
|
Net of withholding taxes of $1,030.
|
Year Ended
|
Year Ended
|
|||||||
December 31,
|
December 31,
|
|||||||
2022
|
2021
|
|||||||
OPERATIONS:
|
||||||||
Net investment loss
|
$
|
(205,014
|
)
|
$
|
(321,972
|
)
|
||
Net realized gain on investments
|
10,585,699
|
25,853,948
|
||||||
Net change in unrealized
|
||||||||
appreciation of investments
|
(86,564,264
|
)
|
34,464,914
|
|||||
Net increase (decrease) in net assets
|
||||||||
resulting from operations
|
$
|
(76,183,579
|
)
|
$
|
59,996,890
|
|||
Distributions to shareholders:
|
||||||||
Distributions to shareholders
|
(12,288,326
|
)
|
(18,022,549
|
)
|
||||
Capital Share Transactions:
|
||||||||
Net increase (decrease) in net assets
|
||||||||
from capital share transactions
|
(6,600,193
|
)
|
(10,085,369
|
)
|
||||
Total Increase (Decrease) in net assets
|
$
|
(95,072,098
|
)
|
$
|
31,888,972
|
|||
NET ASSETS:
|
||||||||
Beginning of the Year
|
$
|
270,123,997
|
$
|
238,235,025
|
||||
End of the Year
|
$
|
175,051,899
|
$
|
270,123,997
|
Years Ended December 31,
|
||||||||||||||||||||
2022
|
2021
|
2020
|
2019
|
2018
|
||||||||||||||||
Net asset value,
|
||||||||||||||||||||
beginning of year
|
$
|
104.32
|
$
|
88.73
|
$
|
73.02
|
$
|
57.40
|
$
|
60.57
|
||||||||||
Income from investment operations:
|
||||||||||||||||||||
Net investment income/(loss)(1)
|
(0.08
|
)
|
(0.12
|
)
|
0.03
|
0.28
|
0.29
|
|||||||||||||
Net realized and unrealized
|
||||||||||||||||||||
gain/(loss) on investments
|
(29.59
|
)
|
22.81
|
19.14
|
18.06
|
(2.51
|
)
|
|||||||||||||
Total from
|
||||||||||||||||||||
investment operations
|
(29.67
|
)
|
22.69
|
19.17
|
18.34
|
(2.22
|
)
|
|||||||||||||
Less dividends and distributions:
|
||||||||||||||||||||
Dividends from net
|
||||||||||||||||||||
investment income
|
—
|
—
|
(0.08
|
)
|
(0.29
|
)
|
(0.28
|
)
|
||||||||||||
Dividends from net
|
||||||||||||||||||||
realized (loss)
|
(5.01
|
)
|
(7.10
|
)
|
(3.38
|
)
|
(2.43
|
)
|
(0.67
|
)
|
||||||||||
Total distributions
|
(5.01
|
)
|
(7.10
|
)
|
(3.46
|
)
|
(2.72
|
)
|
(0.95
|
)
|
||||||||||
Net asset value, end of year
|
$
|
69.64
|
$
|
104.32
|
$
|
88.73
|
$
|
73.02
|
$
|
57.40
|
||||||||||
Total return
|
(28.75
|
)%
|
25.93
|
%
|
26.44
|
%
|
32.13
|
%
|
(3.76
|
)%
|
||||||||||
Supplemental data and ratios:
|
||||||||||||||||||||
Net assets, end of period
|
||||||||||||||||||||
(in thousands)
|
$
|
175,052
|
$
|
270,124
|
$
|
238,235
|
$
|
195,798
|
$
|
151,571
|
||||||||||
Ratio of net expenses to
|
||||||||||||||||||||
average net assets:
|
0.77
|
%
|
0.72
|
%
|
0.77
|
%
|
0.79
|
%
|
0.77
|
%
|
||||||||||
Ratio of net investment
|
||||||||||||||||||||
income/(loss) to
|
||||||||||||||||||||
average net assets:
|
(0.10
|
)%
|
(0.12
|
)%
|
0.05
|
%
|
0.42
|
%
|
0.40
|
%
|
||||||||||
Portfolio turnover rate
|
10.9
|
%(2)
|
9.2
|
%
|
8.9
|
%
|
16.9
|
%
|
2.8
|
%
|
(1)
|
Net investment income per share is calculated using the ending balances prior to consideration of adjustment for permanent book-to-tax differences.
|
(2)
|
Portfolio turnover rate excludes in-kind transactions.
|
(1)
|
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
|
Bridges Investment Fund, Inc. (the “Fund”) is registered under the Investment Company Act of 1940 as a diversified, open-end management investment company. The primary
investment objective of the Fund is long-term capital appreciation. In pursuit of that objective, the Fund invests primarily in common stocks. The following is a summary of significant accounting policies consistently followed by the Fund
in the preparation of its financial statements. The policies are in conformity with accounting principles generally accepted in the United States of America (“GAAP”). The Fund is an investment company and accordingly follows the investment
company accounting and reporting guidance of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Topic 946 Financial Services – Investment Companies.
|
||
A.
|
Investments –
|
Security transactions are recorded on trade date. Dividend income is recognized on the ex-dividend date, and interest income is recognized on an accrual basis.
Discount and premium on fixed income securities is accreted or amortized into interest income using the effective interest method. Withholding taxes on foreign dividends, if any, have been provided for in accordance with the Fund’s
understanding of the applicable country’s tax rules and rates.
|
||
The net realized gain (loss) from the sales of securities is determined for income tax and accounting purposes on the basis of the cost of specific securities.
|
||
Securities owned are reflected in the accompanying Statement of Assets and Liabilities and the Schedule of Investments at fair value based on quoted market prices.
Bonds and other fixed-income securities (other than repurchase agreements and demand notes) are valued using market quotations or a matrix method provided by an independent pricing service. Other securities traded on a national securities
exchange are valued at the last reported sale price at the close of regular trading on each day the exchange is open for trading. Securities listed on the NASDAQ National Market System for which market quotations are readily available are
valued using the NASDAQ Official Closing Price (“NOCP”). If no sales were reported on that day, quoted market price represents the closing bid price.
|
||
Investments in registered open-end management investment companies will be valued based upon the Net Asset Value (“NAV”) of such investments and are categorized as
Level 1 of the fair value hierarchy.
|
Securities for which prices are not readily available are valued by the Fund’s valuation committee (the “Valuation Committee”) at a fair value determined in good faith
under procedures established by and under the general supervision of the Fund’s Board of Directors (the “Board”).
|
||
Effective September 8, 2022 and pursuant to the requirements of Rule 2a-5, the Board designated the Adviser as its valuation designee to perform fair value
determinations and approved new valuation procedures for the Fund. Any securities or other assets for which market quotations are not readily available are valued at fair value as determined in good faith by the valuation designee pursuant to
procedures established under the general supervision and responsibility of the Funds’ Board of Trustees and will be classified as Level 3 assets.
|
||
B.
|
Federal Income Taxes –
|
|
It is the Fund’s policy to continue to comply with the requirements of the Internal Revenue Code applicable to Regulated Investment Companies (“RICs”) to distribute all
of its taxable income to shareholders. Therefore, no Federal income tax provision for the Fund is required. Under applicable foreign tax law, a withholding tax may be imposed on interest, dividends, and capital gains earned on foreign
securities.
|
||
The Fund recognizes the tax benefits of uncertain tax positions only when the position is more likely than not to be sustained. Management has analyzed each Fund’s
uncertain tax positions and concluded that no liability for unrecognized tax benefits should be recorded related to uncertain tax positions. Management is not aware of any tax positions for which it is reasonably possible that the total
amounts of unrecognized tax benefits will change materially in the next 12 months. Income and capital gain distributions are determined in accordance with federal income tax regulations, which may differ from U.S. GAAP. These timing
differences are primarily due to differing book and tax treatments for losses deferred due to wash sales, and passive foreign investment company adjustments, if any.
|
||
The character of distributions made during the year from net investment income or net realized gains may differ from its ultimate characterization for federal income
tax purposes. In addition, due to the timing of dividend distributions, the fiscal year in which amounts are distributed may differ from the year that the income or realized gains or losses were recorded by the Fund. The Fund has
reclassified the components of its capital accounts for the year ended December 31, 2022, by decreasing total distributable earnings by $4,528,820 and increasing capital stock by $4,528,820. These reclassifications have no effect on net
assets or NAV per share and are primarily due to differing book to tax treatments for in-kind transactions and net operating losses.
|
||
The Fund has not recorded any liability for material unrecognized tax benefits as of December 31, 2022. It is the Fund’s policy to recognize accrued interest and
penalties related to uncertain benefits in income tax expense as appropriate on the Statement of Operations.
|
C.
|
Distribution To Shareholders –
|
|
The Fund records and distributes net investment income, if any, to shareholders on a quarterly basis on the ex-dividend date. Distribution of net realized gains, if
any, are recorded and made on an annual basis to shareholders on the ex-dividend date.
|
||
D.
|
Use of Estimates –
|
|
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of increases and decreases in Net Assets from operations during the reporting period. Actual results could
differ from those estimates.
|
||
E.
|
Fair Value Measurements –
|
|
GAAP defines fair value as the price that a Fund would receive upon selling an investment in a timely transaction to an independent buyer in the principal or most
advantageous market of the investment. A three-tier hierarchy is used to maximize the use of observable market data “inputs” and minimize the use of unobservable “inputs” and to establish classification of fair value measurements for
disclosure purposes. Inputs refer broadly to the assumptions that market participants would use in pricing the asset or liability, including assumptions about risk. Inputs may be observable or unobservable. Observable inputs are inputs
that reflect the assumptions market participants would use in pricing the asset or liability developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs are inputs that reflect the reporting
entity’s own assumptions about the assumptions market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The three-tier hierarchy of inputs is summarized in the
three broad Levels listed below:
|
Level 1 –
|
Unadjusted quoted prices in active markets for identical investments.
|
|||
Level 2 –
|
Observable inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. These inputs may include quoted prices for the identical instrument on an inactive market,
prices for similar instruments, interest rates, prepayment speeds, credit risk, yield curves, default rates and similar data.
|
|||
Level 3 –
|
Unobservable inputs for the asset or liability, to the extent relevant observable inputs are not available; representing the Fund’s own assumptions about the assumptions a market participant would use in valuing the asset or liability, and
would be based on the best information available.
|
The valuation techniques used by the Fund to measure fair value for the year ended December 31, 2022, maximized the use of observable inputs and minimized the use of
unobservable inputs. During the year ended December 31, 2022, no securities held by the Fund were deemed Level 3.
|
The following is a summary of the inputs used as of December 31, 2022, in valuing the Fund’s investments carried at fair value:
|
Level 1
|
Level 2
|
Level 3
|
Total
|
|||||||||||||||
Investments
|
||||||||||||||||||
Common Stocks
|
$
|
173,403,126
|
$
|
—
|
$
|
—
|
$
|
173,403,126
|
||||||||||
Short-Term Investments
|
1,922,146
|
—
|
—
|
1,922,146
|
||||||||||||||
Total Investments
|
||||||||||||||||||
in Securities
|
$
|
175,325,272
|
$
|
—
|
$
|
—
|
$
|
175,325,272
|
Refer to the Schedule of Investments for further information on the classification of investments.
|
|
(2)
|
INVESTMENT ADVISORY CONTRACT AND OTHER TRANSACTIONS WITH AFFILIATES
|
Under an Investment Advisory Contract, Bridges Investment Management, Inc. (the “Investment Adviser”) furnishes investment advisory services for the Fund. In return,
the Fund has agreed to pay the Investment Adviser a management fee computed on a quarterly basis at the rate of 1/8 of 1% of the average month-end NAV of the Fund during the quarter, equivalent to 1/2 of 1% per annum. Certain officers and
directors of the Fund are also officers and directors of the Investment Adviser. These officers do not receive any compensation from the Fund other than that which is received indirectly through the Investment Adviser. For the year ended
December 31, 2022, the Fund incurred $1,049,092 in advisory fees.
|
|
The contract between the Fund and the Investment Adviser provides that total expenses of the Fund in any year, exclusive of taxes, but including fees paid to the
Investment Adviser, shall not exceed, in total, a maximum of 1 and 1/2% of the average month end NAV of the Fund for the year. Amounts, if any, expended in excess of this limitation are reimbursed by the Investment Adviser as specifically
identified in the Investment Advisory Contract. There were no amounts reimbursed during the year ended December 31, 2022.
|
|
The Fund has entered into a Board-approved contract with the Investment Adviser in which the Investment Adviser acts as primary administrator to the Fund at an annual
rate of $42,000, through quarterly payments of $10,500. U.S. Bancorp Fund Services, LLC, doing business as U.S. Bank Global Fund Services, acts as sub-administrator to the Fund. These administrative expenses are combined as Administration
fees on the Statement of Operations. As of December 31, 2022, $10,500 was due to the Investment Adviser for its services as primary administrator, which is included in the Accrued expenses on the Statement of Assets and Liabilities.
|
|
(3)
|
SECURITY TRANSACTIONS
|
The cost of long-term investment purchases during the year ended December 31, 2022 was:
|
2022
|
||||
Non U.S. government securities
|
$
|
23,082,683
|
Net proceeds from sales of long-term investments during the year ended December 31, 2022 was:
|
2022
|
|||||
Non U.S. government securities
|
$
|
37,376,183
|
There were no long-term U.S. government transactions for the year ended December 31, 2022.
|
|
The value of in-kind security transactions during the year ended December 31, 2022 was:
|
Subscriptions
|
$
|
—
|
|||
Redemptions
|
$
|
4,963,487
|
The realized gains and losses of the in-kind security transactions was $4,733,858.
|
|
(4)
|
NET ASSET VALUE
|
The NAV per share is calculated daily by dividing the total value of the Fund's assets, less liabilities, by the number of shares outstanding, and represents the
effective price for all subscriptions and redemptions.
|
|
(5)
|
CAPITAL STOCK
|
Shares of capital stock issued and redeemed during the years ended December 31, 2022 and 2021, were as follows:
|
2022
|
2021
|
||||||||
Shares sold
|
83,296
|
51,580
|
|||||||
Shares issued to shareholders in
|
|||||||||
reinvestment of net investment income
|
76,390
|
81,887
|
|||||||
159,686
|
133,467
|
||||||||
Shares redeemed
|
(235,455
|
)
|
(229,093
|
)
|
|||||
Net decrease
|
(75,769
|
)
|
(95,626
|
)
|
Value of capital stock issued and redeemed during the years ended December 31, 2022 and 2021, were as follows:
|
2022
|
2021
|
||||||||
Net proceeds from shares sold
|
$
|
6,567,356
|
$
|
4,953,713
|
|||||
Reinvestment of distributions
|
5,680,347
|
8,179,725
|
|||||||
12,247,703
|
13,133,438
|
||||||||
Cost of shares redeemed
|
(18,847,896
|
)
|
(23,218,807
|
)
|
|||||
Net increase/decrease
|
$
|
(6,600,193
|
)
|
$
|
(10,085,369
|
)
|
(6)
|
DISTRIBUTIONS TO SHAREHOLDERS
|
On December 2, 2022 the Fund declared and paid a long-term capital gain distribution of $5.01057 per share to shareholders of record on December 1, 2022.
|
(7)
|
FEDERAL INCOME TAX INFORMATION
|
The tax character of distributions during the years ended December 31, 2022 and 2021 were as follows:
|
Ordinary
|
Long-Term
|
||||||||
Income
|
Capital Gain
|
||||||||
12/31/22
|
$
|
—
|
$
|
12,288,327
|
|||||
12/31/21
|
$
|
—
|
$
|
18,022,549
|
As of December 31, 2022, the components of the tax basis cost of investments and net unrealized appreciation were as follows:
|
Federal tax cost of investments
|
$
|
71,415,711
|
|||
Unrealized appreciation
|
$
|
105,060,551
|
|||
Unrealized depreciation
|
(1,150,990
|
)
|
|||
Net unrealized appreciation
|
$
|
103,909,561
|
The differences between book and tax-basis unrealized appreciation (depreciation) are attributable to the tax deferral of losses on wash sales.
|
|
As of December 31, 2022, the components of distributable earnings on a tax basis were as follows:
|
Net unrealized appreciation
|
$
|
103,909,561
|
|||
Undistributed ordinary income
|
—
|
||||
Undistributed long term gains
|
2,164,743
|
||||
Other accumulated gain/(loss)
|
—
|
||||
Total distributable earnings
|
$
|
106,074,304
|
As of December 31, 2022, the Fund did not have any capital loss carryovers.
|
|
(8)
|
SUBSEQUENT EVENTS
|
In preparing these financial statements, the Fund has evaluated events and transactions for potential recognition or disclosure through the date the financial
statements were issued. Based on this evaluation, the below disclosures were required for these financial statements.
|
|
1.) On December 7,2022, the Fund held a special meeting of shareholders and at such meeting, Fund shareholders approved the Agreement and Plan of Reorganization whereby
the Fund would reorganize from a standalone structure (organized as a Nebraska corporation) (the “Reorganization”) and move into a newly-created series of Professionally Managed Portfolios – to be referred to as the Bridges Investment Fund®. The Reorganization is structured as a tax-free reorganization for federal tax purposes. The Reorganization was effective January 3, 2023. See Management
Discussion And Analysis for details.
|
|
2.) In addition, effective January 3, 2023, the Adviser has contractually agreed to waive a portion or all of its management fees and pay Fund expenses (excluding any
front-end or contingent deferred loads, taxes, interest expenses, brokerage commissions, acquired fund fees and expenses (“AFFE”), expenses incurred in connection with any merger or reorganization and extra ordinary expenses such as
litigation) in order to limit Net Annual Fund Operating Expenses to 1.05% of average daily net assets of the Fund (the “expense Cap”). The Adviser will incur all costs of the Reorganization.
|
•
|
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;
|
|
•
|
Information about your transactions with us or our affiliates; and
|
|
•
|
Information we receive from third parties such as your accountants, attorneys, life insurance agents, family members, financial institutions, custodians, trustees and credit bureaus.
|
•
|
The nature, extent, and quality of the services to be provided by the investment adviser;
|
|
•
|
The comparative investment performance of the Fund and the investment adviser;
|
|
•
|
The costs of the services to be provided and profits to be realized by the investment adviser and its affiliates from the relationship with the Fund;
|
|
•
|
The extent to which economies of scale would be realized as the Fund grows;
|
|
•
|
Whether the fee levels reflect these economies of scale for the benefit of Fund investors; and
|
|
•
|
Whether the Board relied upon comparisons of the services to be rendered and the amounts to be paid under the Investment Advisory Contact with those under other similar investment advisory contracts.
|
1 Year
|
3 Years
|
5 Years
|
|
Average Growth Fund
|
5.75
|
18.74
|
17.65
|
S&P 500
|
15.65
|
18.92
|
16.25
|
Bridges Investment Fund
|
12.26
|
19.37
|
15.99
|
Name, Age,
|
|
Position with
|
|
Fund and Term
|
|
of Office(1)
|
Principal Occupation(s) and Directorships*
|
Daniel J. Brabec
|
Mr. Brabec was a Director of Spectrum Financial Services, Inc.
|
Age: 64
|
in Omaha, Nebraska from 1999 to 2020 and currently serves as
|
Senior Vice President of Spectrum. He has directly managed
|
|
Director
|
real estate and commercial credit assets for a number of
|
(2015 – 2023)
|
affiliates of Spectrum Financial Services, Inc. since January
|
2009. Prior to that, he served as a Director of Great Western
|
|
Bank, Omaha, Nebraska and was its Chief Executive Officer and
|
|
President from 2001 until its sale in 2008, and served as
|
|
Controller for Great Western Bancorporation in an interim role
|
|
from 1999 to 2001. He began his career in banking in 1985
|
|
joining Pioneer Bank, St Louis, Missouri after three years with
|
|
Control Data Corporation and served as Executive Vice
|
|
President, Security Officer and Director of Rushmore Bank and
|
|
Trust, Rapid City, South Dakota from 1993 to 1999. Mr. Brabec
|
|
has been determined to be an “audit committee financial
|
|
expert” within the meaning of the Sarbanes Oxley Act of 2002
|
|
and the regulations related thereto by the Fund’s Board
|
|
of Directors.
|
|
Nathan Phillips
|
Mr. Dodge was elected Vice Chairperson of the Fund in
|
Dodge III
|
November 2021. Mr. Dodge also is the CEO and Chairman of NP
|
Age: 59
|
Dodge Company, and prior to that position, served as
|
President. He has worked at NP Dodge Company since October,
|
|
Vice Chairperson
|
1993. Mr. Dodge is also a principal officer and director of a
|
(2021 – 2023)
|
number of subsidiary and affiliated companies in Lauritzen
|
Corp. since 2008 and of First State Bank of Loomis since 2003.
|
|
Director
|
|
(2010 – 2023)
|
|
Greg Harris
|
Mr. Harris was elected February 15, 2022, to serve as a director
|
Age: 47
|
of the Fund. Mr. Harris is the President and CEO of Quantum
|
Workplace, Inc., a Software-as-a-Service provider located in
|
|
Director
|
Omaha, Nebraska. Quantum Workplace partners with
|
(2022 - 2023)
|
organizations to measure the strength of their leaders, people
|
and culture. Mr. Harris has been with Quantum since 2003.
|
|
Prior to joining Quantum Workplace, Harris founded a research
|
|
firm specializing in the measurement of employee and client
|
|
loyalty among financial companies.
|
Name, Age,
|
|
Position with
|
|
Fund and Term
|
|
of Office(1)
|
Principal Occupation(s) and Directorships*
|
Jeffrey C. Royal
|
Mr. Royal is the President and CEO of Dundee Bank, a
|
Age: 46
|
community bank located in Omaha , Nebraska. He has served
|
in that position since January 2006. Prior to joining Dundee
|
|
Director
|
Bank, he was Second Vice President of First National Bank of
|
(2018 – 2023)
|
Omaha. Mr. Royal became a Director of Nicholas Financial, Inc.
|
in 2017, a publicly traded company, a Director of Boston
|
|
Omaha Corporation in 2019, a publicly traded company, and
|
|
also serves as the Chairperson and a director of Mackey Banco,
|
|
Inc. (the holding company for Dundee Bank) and as a director
|
|
of Brunswick State Bank. He also served as a director of both
|
|
Tri-Valley Bank and Eagle State Bank since 2009 and 2013,
|
|
respectively. Those banks merged in January 2021, and Mr.
|
|
Royal now serves as the non-executive Chairman of the
|
|
combined entities, operating as Riverstone Bank. Mr. Royal has
|
|
been determined to be an “audit committee financial expert”
|
|
within the meaning of the Sarbanes Oxley Act of 2002 and the
|
|
regulations related thereto by the Fund’s Board of Directors.
|
|
Kelly A. Walters
|
Kelly A. Walters is currently a partner with Aspect Venture
|
Age: 62
|
Partners, an affiliate of Kuehl Capital Holdings. He also
|
operates a business named Outdoor Lifestyle Suppliers, Inc.
|
|
Director
|
where he is the owner and CEO. Prior to those positions,
|
(2013 – 2023)
|
Mr. Walters was the President and Chief Executive Officer of
|
Condor Hospitality Trust, Inc. (formerly, Supertel Hospitality,
|
|
Inc.), a NASDAQ listed hospitality real estate investment trust
|
|
based in Norfolk, Nebraska (Condor), from April 2009 through
|
|
February 2015. Prior to joining Condor, Mr. Walters was the
|
|
Senior Vice President of Capital Markets at Investors Real
|
|
Estate Trust from October 2006 to March 2009. Prior to IRET,
|
|
Mr. Walters was a Senior Vice President and Chief Investment
|
|
Officer of Magnum Resources, Inc., a privately held real estate
|
|
investment and operating company, from 1996 to 2006. Prior to
|
|
Magnum, Mr. Walters was a Deputy Manager of Brown Brothers
|
|
Harriman from 1993 to 1996, an Investment Manager at Peter
|
|
Kiewit Sons, Inc. from 1985 to 1993, and a stockbroker at Piper,
|
|
Jaffray and Hopwood from 1983 to 1985. Mr. Walters has been
|
|
determined to be an “audit committee financial expert” within
|
|
the meaning of the Sarbanes Oxley Act of 2002 and the
|
|
regulations related thereto by the Fund’s Board of Directors.
|
Name, Age,
|
|
Position with
|
|
Fund and Term
|
|
of Office(1)
|
Principal Occupation(s) and Directorships*
|
Lyn Wallin
|
Ms. Wallin Ziegenbein was elected Chairperson of the Board
|
Ziegenbein
|
and Lead Independent Director in November 2021. She is also
|
Age: 70
|
an attorney and currently serves as the Executive Director
|
Emerita of the Peter Kiewit Foundation, a private foundation
|
|
Director
|
awarding charitable grants throughout Nebraska and portions
|
(2013 – 2023)
|
of Iowa and Wyoming, since January 2014, and served as the
|
Executive Director of the Peter Kiewit Foundation from March
|
|
Chairperson
|
1984 to December 2013. Commencing in 2017, Ms. Wallin
|
(2021 – 2023)
|
Ziegenbein also serves the Manager of Future Forward, LLC, an
|
Omaha based investor group, and New North Makerhood, Inc.,
|
|
Vice Chairperson
|
a nonprofit organization, together these entities are
|
(2018 – 2021)
|
developing property in downtown Omaha, Nebraska for the
|
purpose of creating an “arts and trades” district. Since 2015,
|
|
she has been a private philanthropy consultant. Ms. Wallin
|
|
Ziegenbein has served on the Board of Directors of Assurity Life
|
|
Insurance Company since 1984 and served on the Board of
|
|
Lamp Rynearson Engineering until December 31, 2017.
|
|
Previously, Ms. Wallin Ziegenbein served on the Federal Reserve
|
|
Bank of Kansas City’s Omaha Branch Board of Directors from
|
|
2006 to 2011. Ms. Wallin Ziegenbein’s prior experience also
|
|
includes serving as a director of Norwest Bank Nebraska and
|
|
Lincoln Telephone and Telegraph. Ms. Wallin Ziegenbein also
|
|
served as an Assistant United States Attorney for Nebraska from
|
|
1978 to 1982. Ms. Wallin Ziegenbein has been designated as the
|
|
Lead Independent Director of the Fund.
|
*
|
Except as otherwise indicated, each individual has held the position shown or other positions in the same company for the last five years.
|
(1)
|
As previously disclosed, the Fund reorganized after the close of business on December 30, 2022, and in connection with the Reorganization, the Fund intends to dissolve and wind-up its operations in February 2023. The Fund Officers and
Directors will no longer serve in such roles after the date of dissolution.
|
Name, Age,
|
|
Position with
|
|
Fund and Term
|
|
of Office(1)
|
Principal Occupation(s) and Directorships*
|
Edson L.
|
Since December 2000, Mr. Bridges had been President, Chief
|
Bridges III, CFA
|
Executive Officer, and Director of Bridges Investment
|
Age: 64
|
Management, Inc. He remains CEO and Director of Bridges
|
Investment Management but in 2022 relinquished his duties as
|
|
President
|
President. From August of 1983 to December of 2022, Mr.
|
(1997 – 2023)
|
Bridges was a full-time member of the professional staff of
|
Bridges Investment Counsel, Inc. where he served as
|
|
Chief Executive
|
Executive Vice President since 1993. Mr. Bridges has been
|
Officer
|
responsible for securities research and the investment
|
(2004 – 2023)
|
management for an expanding base of discretionary
|
management accounts, including the Fund, for more than 38 years.
|
|
Director
|
Mr. Bridges was elected President of Bridges Investment Fund,
|
(1991 – 2023)
|
Inc. on April 11, 1997, and he assumed the position of Portfolio
|
Manager at the close of business on that date. Mr. Bridges
|
|
became Chief Executive and Investment Officer of the Fund on
|
|
April 13, 2004. Mr. Bridges is the President and CEO of Bridges
|
|
Trust Company and Bridges Trust Company South Dakota, and
|
|
since 2017, a Director of Bridges Holding Company. Mr. Bridges
|
|
served as a Director of Stratus Fund, Inc., an open-end,
|
|
regulated investment company located in Lincoln, Nebraska
|
|
from 1990 to 2016, and was previously Chairperson of the Audit
|
|
Committee of the Stratus Fund.
|
|
Robert W.
|
Mr. Bridges is a Senior Managing Director, Chief Investment
|
Bridges, CFA
|
Officer and Head of Equity at Sterling Capital Management
|
Age: 56
|
LLC. Sterling Capital Management LLC, located in Charlotte,
|
North Carolina, is an investment management company
|
|
Director
|
founded in 1970. Mr. Bridges began his service with Sterling
|
(2007 – 2023)
|
Capital Management, LLC in 1996 and served in various roles
|
including client service, systems integration, and compliance
|
|
before joining the equity research team in 2000 and from 2000-
|
|
2014 served as Director and Senior Equity Analyst. Mr. Bridges
|
|
also served various Bridges entities in the following positions: a
|
|
Director of Bridges Investment Counsel, Inc. since December
|
|
2006, a Director of Bridges Trust Company since 2007, and a
|
|
Director of Bridges Holding Company since 2017. Prior to
|
|
joining Sterling, Mr. Bridges served in accounting, research
|
|
analysis and several other roles for Bridges Investment
|
|
Counsel, Inc. for six years and was elected President in 2021.
|
|
Mr. Bridges earned his B.S. in Business from Wake Forest
|
|
University, and became a CFA charter holder in 2003.
|
Name, Age,
|
|
Position with
|
|
Fund and Term
|
|
of Office(1)
|
Principal Occupation(s) and Directorships*
|
Nancy K. Dodge
|
Ms. Dodge has been an employee of Bridges Investment
|
Age: 61
|
Management, Inc. since 1994, where she serves as a Vice
|
President. After joining Bridges Investment Counsel, Inc. in
|
|
Treasurer
|
January of 1980, her career progressed through the accounting
|
(1986 – 2023)
|
department of that Firm, to her present position as Vice
|
President. Ms. Dodge is the person primarily responsible for
|
|
Chief Compliance
|
overseeing day to day operations for the Fund, and she is also
|
Officer
|
the key person for handling relations with shareholders, the
|
(2006 – 2023)
|
custodian bank, transfer agent, and the independent
|
registered public accounting firm. She was appointed Chief
|
|
Secretary
|
Compliance Officer of the Fund, as of November 21, 2006, and
|
(2017 – 2023)
|
Secretary of the Fund as of October 1, 2017. Ms. Dodge is a
|
Vice President for Bridges Trust Company, and Bridges Trust
|
|
Company South Dakota.
|
|
Name, Age,
|
|
Position with
|
|
Fund and Term
|
|
of Office
|
Principal Occupation(s) and Directorships*
|
Brian
|
Mr. Kirkpatrick has been an employee of Bridges Investment
|
Kirkpatrick, CFA
|
Management since 1994 and has been a full-time member of
|
Age: 51
|
the professional staff of Bridges Investment Management, Inc.,
|
r
|
esponsible for securities research, and the investment
|
Executive
|
management for an expanding base of discretionary
|
Vice President
|
management accounts, including the Fund, for more than
|
(2006 – 2023)
|
20 years. Mr. Kirkpatrick serves as a Senior Vice President and
|
Director of Bridges Investment Management and Senior Vice
|
|
Vice President
|
President for Bridges Trust Company and Bridges Trust Company
|
(2000 – 2006)
|
South Dakota. Having joined Bridges Investment Counsel, Inc.
|
on August 24, 1992, he served as a Senior Vice President until
|
|
2017. Mr. Kirkpatrick was appointed Sub Portfolio Manager of
|
|
the Fund on April 12, 2005.
|
(1)
|
As previously disclosed, the Fund reorganized after the close of business on December 30, 2022, and in connection with the Reorganization, the Fund intends to dissolve and wind-up its operations in February 2023. The Fund Officers and
Directors will no longer serve in such roles after the date of dissolution.
|
1 YEAR
|
5 YEAR
|
10 YEAR
|
||
(28.75)%
|
7.61%
|
10.65%
|
1.
|
The initial investment was made at the public offering price last calculated on the business day before the first day of the first fiscal year.
|
|
2.
|
The subsequent account values are based on the net asset values of the Fund last calculated on the last business day of the first and each subsequent fiscal year.
|
|
3.
|
The calculation for the final account value assumes the account was closed and the redemption was at the price last calculated on the last business day of the most recent fiscal year.
|
|
4.
|
All dividends and capital gains distributions by the Fund were reinvested at the price on the reinvestment dates. The dividend for the Standard & Poor’s 500 Composite Index for the previous quarter was invested at the month-end price
closest to the reinvestment date for the Fund.
|
Respectfully Submitted,
|
|
![]() |
|
Edson L. Bridges III
|
|
President and Chief Executive and Investment Officer
|
Daniel J. Brabec
|
Jeffrey C. Royal
|
Edson L. Bridges III
|
Greg Harris
|
Robert W. Bridges
|
Kelly A. Walters
|
Nathan Phillips Dodge III
|
Lyn Wallin Ziegenbein
|
Lyn Wallin Ziegenbein
|
Chairperson and Lead Independent Director
|
Edson L. Bridges III
|
President and Chief Executive and
|
|
Investment Officer
|
Nathan Phillips Dodge III
|
Vice Chairperson
|
Brian M. Kirkpatrick
|
Executive Vice President
|
Nancy K. Dodge
|
Secretary, Treasurer and Chief Compliance
|
Officer
|
Corporate Counsel
|
Counsel to Independent Directors
|
|
|
Baird Holm LLP
|
Husch Blackwell LLP
|
Attorneys at Law
|
13330 California Street
|
1700 Farnam Street
|
Suite 200
|
Suite 1500
|
Omaha, Nebraska 68154
|
Omaha, Nebraska 68102
|
|
|
|
Distributor
|
|
|
|
Quasar Distributors, LLC
|
|
111 East Kilbourn Avenue
|
|
Suite 2200
|
|
Milwaukee, Wisconsin 53202
|
|
(b)
|
Notice pursuant to Rule 30e-3
|
FYE 12/31/2022
|
FYE 12/31/2021
|
|
( a ) Audit Fees
|
$14,500
|
$14,000
|
( b ) Audit-Related Fees
|
$ -
|
$ -
|
( c ) Tax Fees
|
$3,500
|
$3,500
|
( d ) All Other Fees
|
$800.00
|
$ -
|
FYE 12/31/2022
|
FYE 12/31/2021
|
|
Audit-Related Fees
|
0%
|
0%
|
Tax Fees
|
0%
|
0%
|
All Other Fees
|
0%
|
0%
|
Non-Audit Related Fees
|
FYE 12/31/2022
|
FYE 12/31/2021
|
Registrant
|
$ -
|
$ -
|
Registrant’s Investment Adviser
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$ -
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$ -
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(a)
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Schedule of Investments is included as part of the report to shareholders filed under Item 1 of this Form.
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(b)
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Not applicable.
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(c)
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The registrant’s president, executive vice president, and treasurer/principal financial officer have reviewed the registrant's disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940
(the “Act”)) as of a date within 90 days of the filing of this report, as required by Rule 30a-3(b) under the Act and Rules 13a-15(b) or 15d‑15(b) under the Securities Exchange Act of 1934. Based on their review, such officers have
concluded that the disclosure controls and procedures are effective in ensuring that information required to be disclosed in this report is appropriately recorded, processed, summarized and reported and made known to them by others within
the registrant and by the registrant’s service provider.
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(d)
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There were no changes in the Registrant's internal control over financial reporting (as defined in Rule 30a-3(d) under the Act) that occurred during the period covered by this report that have materially affected, or are reasonably
likely to materially affect, the Registrant's internal control over financial reporting.
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(4)
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Change in the registrant’s independent public accountant. There was no change in the registrant’s independent public accountant for the period covered by this report.
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(a)
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"Advisor" means Bridges Investment Management, Inc. and any other investment advisor for the Fund.
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(b)
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"Fund" means Bridges Investment Fund, Inc.
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(c)
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"Investment Company" means a company registered as such under the Investment Company Act of 1940 and for which the Advisor is the investment advisor.
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(d)
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"Access Person" shall have the meeting set forth in Rule 204A-1 and Rule 17j-1 and shall include the persons set forth on Attachment I hereto, which attachment shall be updated from time to time by the
Chief Compliance Officers.
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(e)
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"Advisory Person" shall have the meeting set forth in Rule 17j-1 and shall include the persons set forth on Attachment I hereto, which attachment shall be updated from time to time by the Chief Compliance
Officers.
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(f)
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"Affiliated Person" means: (i) a person directly or indirectly owning, controlling, or holding the power to vote, 5% or more of the outstanding voting securities of such other person; (ii) any person 5% or more of
whose outstanding voting securities are directly or indirectly owned controlled 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.
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(g)
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"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. This means that an Access Person should generally consider himself or
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(h)
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"Control" shall have the same meaning as that set forth in Section 2(a)(9) of the Investment Company Act.
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(i)
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"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 and a director of BHC who is deemed
independent by the BIM Board of Directors and who at no time is an Access Person or Advisory Person (as such terms are defined in the Code of Ethics).
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(j)
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"Purchase or sale of a Covered Security" includes, inter alia, the writing of an option to purchase or sell a Covered Security.
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(k)
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"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.
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(l)
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"Limited Offering" means an offering that is exempt from registration under the Securities Act of 1933 pursuant to Section 4(a)(2) or Section 4(a)(5) or pursuant to rule 504 or rule 506 under the Securities Act of
1933.
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(m)
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"Security Held or to be Acquired" means:
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(i)
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Any Covered Security which, within the most recent 15 days:
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(A)
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is or has been held by the Fund; or
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(B)
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is being or has been considered by the Fund or Advisor for purchase by the Fund; and
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(ii)
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Any option to purchase or sell, and any security convertible into or exchangeable for, a Covered Security described in Section 1(m)(i).
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(n)
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"BHC" means Bridges Holding Company, Inc.
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(a)
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Purchases or sales effected in any account over which an Access Person has no direct or indirect influence or control.
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(b)
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Purchases or sales of securities which are not eligible for purchase or sale by the Fund or clients of the Advisor.
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(c)
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Purchases or sales which are non-volitional on the part of either the Access Person or the Fund.
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(d)
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Purchases which are part of an automatic investment plan, as defined in SEC Rule 204A-1 and SEC Rule 17j-1 or purchases which are part of an employer's 401(k) plan.
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(e)
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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.
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(f)
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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.
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(g)
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Purchases or sales permitted by Section 10(1) of this Code.
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3A. |
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; provided, however, that this Section 3A shall not apply to the purchase or sale of shares of the Fund by
Access Persons, and that for purposes of this section, the term "Covered Security" shall not include shares of the Fund. Notwithstanding such proviso, shares of the Fund shall be considered Covered Securities for all other purposes of the
Code of Ethics unless otherwise expressly excluded.
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3B. |
It is unlawful for any Access Person or any other 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:
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(1)
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To employ any device, scheme or artifice to defraud the Fund;
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(2)
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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;
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(3)
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To engage in any act, practice or course of business that operates or would operate as a fraud or deceit on the Fund; or
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(4)
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To engage in any manipulative practice with respect to the Fund.
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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:
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(a)
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Initial Holdings Reports. Not later than 10 days after the person becomes an Access Person, the Access Person shall complete the Initial Holdings Report, attached hereto
as Exhibit 1 or the Holdings Report utilized within the electronic reporting system employed by BIM (e.g. MyRIACompliance) to the Chief Compliance Officer, which information shall be current as of a date no more than 45 days prior
to the date the report is submitted. This report shall include all Covered Securities beneficially owned by the Access Person. A Disinterested Director of the Fund or BHC who would be required to make a report solely by reason of being a
director of the Fund or BHC need not make an initial report.
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(b)
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Quarterly Transaction Reports.
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(i)
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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 or the Transaction Report utilized within the
electronic reporting system employed by BIM (e.g. MyRIACompliance) to the Chief Compliance Officer, which shall include all Covered Securities beneficially owned by such Access Person.
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(ii)
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Exceptions:
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(1)
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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.
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(2)
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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 other applicable
rules and regulations or if the report would duplicate information contained
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(3)
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A Disinterested Director of BHC who would be required to make a report solely by reason of being a BHC 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 a director, should have known that during the 15-day period immediately before or after the director's transaction in a Covered Security, the Advisor purchased or sold the Covered Security, or the
Advisor considered purchasing or selling the Covered Security.
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(c)
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Annual Holdings Reports. Each year, the Access Person shall complete the Annual Holdings Report, attached hereto as Exhibit 3 or the Holdings Report within the
electronic reporting system employed by BIM (e.g. MyRIACompliance) to the Chief Compliance Officer, which information will be current as of a date no more than 45 days before the report is submitted and include all Covered Securities
beneficially owned by the Access Person. A Disinterested Director of the Fund or BHC who would be required to make a report solely by reason of being a director of the Fund or BHC need not make an annual report.
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(a)
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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.
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(b)
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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.
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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.
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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
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4E. |
Disclaimer of Beneficial Ownership. 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.
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4F. |
Recordkeeping. The Fund and Advisor will maintain the following at its principal place of business:
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(a)
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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
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(b)
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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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(a)
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summarizes existing procedures concerning personal investing and any changes in the procedures made during the past year;
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(b)
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identifies any violations requiring significant remedial action during the past year and the sanctions imposed in response to the violations;
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(c)
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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
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(d)
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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.
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1.
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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.
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2.
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The code of ethics of an investment 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.
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3.
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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(5).
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4.
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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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1.
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Fund and Access Persons 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 Access 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.
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2.
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The applicable federal securities laws which Fund and Access 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.
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1.
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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.
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2.
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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.
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3.
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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.
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1.
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I have reviewed this report on Form N-CSR of Bridges Investment Fund, Inc.;
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2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if
the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over
financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:
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(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and
the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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(c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the
filing date of this report based on such evaluation; and
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(d)
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Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely
to materially affect, the registrant’s internal control over financial reporting; and
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5.
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The registrant’s other certifying officer(s) and I have disclosed to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and
report financial information; and
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(b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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Date: March 7, 2023
|
/s/Brian M. Kirkpatrick
Brian M. Kirkpatrick Executive Vice President |
1.
|
I have reviewed this report on Form N-CSR of Bridges Investment Fund, Inc.;
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2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if
the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over
financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and
the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the
filing date of this report based on such evaluation; and
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(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely
to materially affect, the registrant’s internal control over financial reporting; and
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5.
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The registrant’s other certifying officer(s) and I have disclosed to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and
report financial information; and
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(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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Date: March 7, 2023
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/s/Edson L. Bridges III
Edson L. Bridges III President, Chief Executive Officer, Chief Investment Officer |
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if
the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over
financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and
the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the
filing date of this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely
to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and
report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date: March 7, 2023
|
/s/Nancy K. Dodge
Nancy K. Dodge Secretary, Treasurer, CCO, Principal Financial Officer |
/s/Edson L. Bridges III
Edson L. Bridges III
President, CEO, CIO,
Bridges Investment Fund, Inc.
|
/s/Brian M. Kirkpatrick
Brian M. Kirkpatrick
Executive Vice President,
Bridges Investment Fund, Inc.
|
Dated: March 7, 2023
|
Dated: March 7, 2023
|
/s/Nancy K. Dodge
Nancy K. Dodge
Secretary, Treasurer, CCO, Principal Financial Officer,
Bridges Investment Fund, Inc.
|
Dated: March 7, 2023
|
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