Bridges Investment Management, Inc. (“BIM”) is a full-service investment management firm incorporated in 1994. BIM traces its roots to 1945 when Marvin W. Bridges, Sr. became the first investment adviser in Nebraska and the 208th in the country to register under the Investment Advisers Act of 1940. On July 31, 2017, BIM closed on an Agreement and Plan of Merger pursuant to which all of its outstanding shares were acquired by Bridges Holding Company, a newly formed entity principally owned by MGI Holdings, Inc., a subsidiary of McCarthy Group, LLC, an Omaha based investment company, as well as by Ted Bridges, Bob Bridges, and certain management officers of BIM. BIM provides investment management services to a wide range of clients, typically following the process outlined below.
• We will have an initial meeting with you to determine your investment goals and objectives as well as your level of risk tolerance, time horizon, tax situation and special circumstances.
• We will then draft an investment policy statement that outlines what we have learned from our meeting which, once it meets with your approval, will provide us with the framework that will inform the management of your portfolio. The investment policy statement will articulate your primary investment goals and objectives, tolerance for risk, and other unique circumstances. It will also establish asset allocation ranges and targets and will describe other parameters that will guide the management of your assets.
• We will then implement the investment policy statement by purchasing, selling, managing, or directing to be managed, portfolio assets in order to fulfill your investment objectives consistent with your tolerance for risk, time horizon, and tax situation.
• After the initial investments are made, we will continually monitor them, making tactical adjustments to investment selections as needed.
• We will meet with you periodically to review the investment policy statement and make changes as your investment objectives and tolerance for risk change over time. We will also review our progress toward your investment objectives, and we will discuss your portfolio construction in view of relevant economic and capital markets considerations.
• We also rely on timely updates from you regarding changes to your financial situation, risk tolerance, investment objectives and whether you wish to impose or modify existing investment restrictions, thereby enabling us to make revisions as your circumstances change. Please note that exceptions to the typical process referenced above will occur according to client specific needs and BIM continues to work with certain legacy clients to implement formalized investment policy statements. Retirement Plan Rollover Recommendations - When we provide investment advice about your retirement plan account or individual retirement account (“IRA”) including whether to maintain investments and/or proceeds in the retirement plan account, roll over such investment/proceeds from the retirement plan account to an IRA or make a distribution from the retirement plan account, we acknowledge that BIM is a “fiduciary” within the meaning of Title I of the Employee Retirement Income Security Act (“ERISA”) and/or the Internal Revenue Code (“IRC”) as applicable, which are laws governing retirement accounts. The way we make money when recommending a rollover creates conflicts with your interests, so BIM operates under a special Department of Labor rule that requires us to act in your best interest and not put our interest ahead of yours. We also have internal policies and procedures to mitigate these conflicts. Under this special rule’s provisions, we must as a fiduciary to a retirement plan account or IRA under ERISA/IRC:
• Meet a professional standard of care when making investment recommendations (give prudent advice).
• Never put our financial interests ahead of yours when making recommendations (give loyal advice).
• Avoid misleading statements about conflicts of interest, fees, and investments.
• Follow policies and procedures designed to ensure that we give advice that is in your best interest.
• Charge no more than is reasonable for our services; and
• Give you basic information about conflicts of interest. To the extent we recommend you roll over your account from a current retirement plan account to an individual retirement account managed by BIM. BIM and our investment adviser representatives have a conflict of interest. More specifically, we can earn increased investment advisory fees by recommending that you roll over your account at the retirement plan to an IRA managed by BIM and will earn fewer investment advisory fees if you do not roll over the retirement plan funds to an IRA managed by BIM. Thus, our investment Adviser Representatives have an economic incentive to recommend a rollover of funds from a retirement plan to an IRA which is a conflict of interest because our recommendation that you open an IRA account to be managed by our firm can be based on our economic incentive and not based exclusively on whether or not moving the IRA to our management program is in your overall best interest. We have taken steps to manage this conflict of interest by adopting an impartial conduct standard whereby our Investment Adviser Representatives will (i) provide investment advice to a retirement plan participant regarding a rollover of funds from the retirement plan in accordance with the fiduciary duties described below, (ii) not recommend investments which result in BIM receiving unreasonable compensation related to the rollover of funds from the retirement plan to an IRA, and (iii) fully disclose compensation received by BIM and our supervised persons as well as any material conflicts of interest related to recommending the rollover of funds from the retirement plan to an IRA, and refrain from making any materially misleading statements regarding such rollover. When providing advice to you regarding a retirement plan account or IRA, our Investment Adviser Representatives will act with the care, skill, prudence, and diligence under the circumstances then prevailing that a prudent person acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims, based on the investment objectives, risk tolerance, financial circumstances, and a client’s needs, without regard to the financial or other interests of BIM or our affiliated personnel. Cash Balances and the Cash Sweep Feature - Your Account will have a cash allocation based on the strategy selected, the asset allocation, or in consideration of current market conditions. In certain circumstances, including periods of volatile or uncertain market conditions, any such cash allocation may comprise a substantial portion of your account assets invested in a particular strategy based on, for example, concerns about the market, a decision to pursue a defensive investment strategy, as part of a deployment strategy or for cash management purposes. Some portion of

your account will typically be held in cash for operational considerations, including transaction processing and fee collection. Cash balances will automatically be “swept” in accordance with the cash sweep vehicle designated by you or your agent unless directed otherwise. Under the Cash Sweep Program applicable to your account, cash balances will be swept to (1) a bank deposit account, (2) a money market fund, or (3) cash sweep alternatives available from time to time. Clients who custody their assets with non-affiliates will have cash balances swept in accordance with the cash sweep vehicle designated by you or your agent. Unless agreed to otherwise, cash balances within your account will be included in assets in which Investment Advisory Fees are charged. Clients who custody their assets with our Affiliates will be provided a default cash sweep utilizing a bank deposit account through the Demand Deposit Marketplace® Program offering FDIC Insurance on deposits at unaffiliated FDIC member banks subject to program limitations. Clients or their agent can opt out of the default cash sweep and select other available cash sweep alternatives. Our Affiliates will receive compensation from the Demand Deposit Marketplace Program for certain cash balances within the Program. Unless agreed to otherwise, cash balances within your account will be included in assets in which Investment Advisory Fees are charged and the compensation our Affiliates receive from the Demand Deposit Marketplace Program will be in addition to, and will not reduce, your Investment Advisory Fee, except as required by law. Our Affiliates determine the interest rate paid on taxable account cash balances swept into the Program thereby creating a conflict of interest. Specifically, the greater amount of taxable account cash balances in the Demand Deposit Marketplace Program, the more BIM and our Affiliates will benefit. We address this conflict of interest in a variety of ways, including through disclosure in this Brochure. We also calculate asset-based compensation paid to Advisors and other associates, as applicable, on the same basis for assets without regard to the amount of cash balances custodied at our Affiliates. Our various policies and procedures are reasonably designed to prevent the cash sweep arrangement compensation and other business arrangements from adversely affecting the nature of the advice we and our associates provide, although such policies and procedures do not completely eliminate such conflicts of interest. ELOC Accounts – One or more of our Affiliates may recommend clients utilize the services of Bell Bank for the purpose of obtaining an executive line of credit (“ELOC”). Our Affiliates have executed a referral agreement with Bell Bank pursuant to which Bell Bank will pay a fee to our Affiliates for the referrals. Specifically, the greater the amount of the principal balances in the ELOC, the more our Affiliates will benefit. The proposed arrangement will not result in increased fees or charges on behalf of BIM or our Affiliates. Bell Bank is an unaffiliated third party. However, because our Affiliates may financially benefit from the relationship with Bell Bank, a potential conflict of interest exists as this relationship provides an incentive to recommend Bell Bank based on Affiliates’ interest in receiving payments for client referrals. We address this conflict of interest in a variety of ways, including through disclosure in this Brochure and to the clients, and by recommending the product in accordance with applicable fiduciary duties. Private Fund Management Services – BIM provides investment advisory, management and other services to certain privately offered investment funds (also referred to as “Private Funds”) intended for investment by certain financially experienced and sophisticated investors who are (i) “accredited investors” under Rule 501(a) of Regulation D of the Securities Act of 1933, as amended (the “Securities Act”), (ii) “qualified clients” under Rule 205-3 of the Investment Advisers Act of 1940, as amended (the “Advisers Act”), and (iii) “qualified purchasers” waived at the discretion of the General Partner, as that term is defined under the Investment Company Act of 1940, as amended (the “Investment Company Act”). If a client is qualified to invest in a Private Fund, potential investors will be provided with a copy of the applicable confidential private placement memorandum and or subscription documents. If such an investment is appropriate for their situation and a decision is made to subscribe, they will be required to execute agreements confirming their eligibility and authorizing completion of agreements necessary to facilitate the investment. To the extent an eligible client cannot meet applicable minimum investment requirements, or it would not be prudent for the client to meet the minimum investment from an overall suitability perspective, we will generally not indicate interest in a private fund offering for the client. BIM provides Private Fund Management Services to the Bridges Private Equity Fund I, LP as further described below and in other referenced sections of this document.
• Bridges Private Equity Fund I, LP (“BPEF”), a Delaware registered limited partnership, is organized as a private fund that invests its assets among other private funds, commonly referenced as a “fund of funds.” BPEF is a private fund exempt from registration under the Investment Company Act. The offer and sale of interests in BPEF are also exempt from registration under the Securities Act and similar state laws. BIM serves as the management company responsible for managing and making investment decisions for BPEF. As investment manager, BIM has responsibility for managing BPEF’s investment portfolio pursuant to BPEF’s investment objectives and policies.
• BIM will recommend BPEF as an investment opportunity to certain clients, thereby representing a conflict of interest and consequently, the investment advice provided by BIM about the merits of investing in BPEF is biased. Specifically, the greater the amount of investment in BPEF, the more BIM and its Affiliates will benefit. This benefit provides BIM incentive to recommend investments in BPEF, representing a conflict of interest. We address this conflict in a variety of ways by: (i) providing disclosures within this Brochure, (ii) recommending the product in accordance with applicable fiduciary duties, (iii) providing the applicable Confidential Private Placement Memorandum and other offering materials, (iv) recommending that only a portion of a qualified investor’s overall portfolio be invested in BPEF, and by (v) detailing compensation and risks inherent to investments in BPEF. Please refer to Items 5, 8, 10, 11, and 15 for further information about BPEF including but not limited to conflicts of interest, compensation, custody, reports, and risk considerations. Assets Under Management by Bridges Investment Management - As of December 31, 2022, we manage assets of $7,549,835,558. More specifically, we manage assets of $7,275,453,655 for 2,218 accounts on a discretionary basis and assets of $274,381,903 for 59 accounts on a non-discretionary basis.