EXHIBIT (g)(4)
FIRST AMERICAN INVESTMENT FUNDS, INC.
COMPENSATION AGREEMENT DATED AS OF [_____________] 2001
PURSUANT TO CUSTODIAN AGREEMENT
[FAIF]
WHEREAS, FIRST AMERICAN INVESTMENT FUNDS, INC., A MARYLAND CORPORATION
(HEREINAFTER CALLED THE "FUND"), AND FIRST TRUST NATIONAL ASSOCIATION, A
NATIONAL BANKING ASSOCIATION ORGANIZED AND EXISTING UNDER THE LAWS OF THE UNITED
STATES OF AMERICA WITH ITS PRINCIPAL PLACE OF BUSINESS AT ST. XXXX, MINNESOTA,
PREVIOUSLY ENTERED INTO A CUSTODIAN AGREEMENT DATED SEPTEMBER 20, 1993 (THE
"CUSTODIAN AGREEMENT"), AND ENTERED INTO A COMPENSATION AGREEMENT PURSUANT TO
SUCH CUSTODIAN AGREEMENT (THE "COMPENSATION AGREEMENT"); AND
WHEREAS, First Trust National Association, with the consent of the
Fund, assigned its rights and obligations under the Custodian Agreement and the
Securities Lending Agreement to U.S. Bank National Association, a national
banking association organized and existing under the laws of the United States
of America (the "Custodian") by an Assignment and Assumption Agreement dated as
of May 1, 1998; and
WHEREAS, U.S. Bank National Association and the Fund previously amended
the Compensation Agreement; and
WHEREAS, THE FUND AND THE CUSTODIAN DESIRE TO AMEND PARAGRAPH 1 OF THE
COMPENSATION AGREEMENT TO INCLUDE NEW SERIES TO BE ADDED TO THE FUND IN ADDITION
TO THE EXISTING SERIES AS PREVIOUSLY IDENTIFIED IN THE COMPENSATION AGREEMENT.
NOW, THEREFORE, THE FUND AND THE CUSTODIAN AGREES AS FOLLOWS:
1. EFFECTIVE _______________, 2001, PARAGRAPH 1 OF THE COMPENSATION
AGREEMENT IS AMENDED TO READ IN ITS ENTIRETY AS FOLLOWS:
"The compensation payable to the Custodian pursuant to the
Custodian Agreement with respect to the respective series of
the Fund shall be payable monthly at the following annual
rates as percentages of the respective series' average daily
net assets: Large Cap Value Fund, Equity Index Fund, Balanced
Fund, Mid Cap Value Fund, Limited Term Income Fund,
Intermediate Term Income Fund, Fixed Income Fund, Health
Sciences Fund, Real Estate Securities Fund, Equity Income
Fund, Large Cap Growth Fund, Small Cap Growth Fund, Technology
Fund, Intermediate Tax Free Fund, Minnesota Intermediate Tax
Free Fund, Colorado Intermediate Tax Free Fund, Oregon
Intermediate Tax Free Fund, California Intermediate Tax Free
Fund, Small Cap Value Fund, Tax Free Fund, Minnesota Tax Free
Fund, Mid Cap Growth Fund, Strategic Income Fund, California
Tax Free Fund Arizona Tax Free Fund, Colorado Tax Free Fund,
Corporate Bond Fund, Nebraska Tax Free Fund, High Yield Bond
Fund, International Fund, Emerging Markets Fund, Capital
Growth Fund, Relative Value Fund, Large Cap Core Fund, Growth
& Income Fund, Mid Cap Core Fund, Micro Cap Fund, Small Cap
Core Fund, Science & Technology Fund, Mid Cap Index Fund,
Small Cap Index Fund, Bond IMMDEX Fund, U.S. Government
Securities Fund and Missouri Tax Free Fund, of 0.01%. The
Custodian shall pay sub-custodian fees with respect to those
funds which are authorized to utilize foreign sub-custodians
out of the compensation payable to the Custodian with respect
to such funds as set forth above. The Fund shall reimburse the
Custodian for all other out-of-pocket expenses incurred by the
Custodian in connection with the performance of the
Custodian's services under the Custodian Agreement.
2. Confirmation of Agreement. The Compensation Agreement, as amended
herein, is hereby ratified and confirmed.
IN WITNESS WHEREOF, THE FUND AND THE CUSTODIAN HAVE CAUSED THIS
INSTRUMENT TO BE EXECUTED IN DUPLICATE AS OF THE DATE FIRST ABOVE WRITTEN BY
THEIR DULY AUTHORIZED OFFICERS.
Dated: FIRST AMERICAN INVESTMENT
-------------------------- FUNDS, INC.
By
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Its
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U.S. BANK NATIONAL ASSOCIATION
By
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Its
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