Exhibit (5)(d)
AMENDMENT NO. 1
TO
SUB-ADVISORY AGREEMENT
WHEREAS, U.S. Bank National Association (formerly known as First Bank
National Association), a national banking association organized and existing
under the laws of the United States of America (the "Adviser"), and Xxxxxx &
Xxxxxx Associates, Inc., a Delaware corporation (the "Sub-Adviser"), previously
entered into that Sub-Advisory Agreement dated as of March 28, 1994 (the
"Sub-Advisory Agreement"), pursuant to which the Sub-Adviser acts as sub-adviser
to International Fund, a separately managed series of First American Investment
Funds, Inc., a Maryland corporation.
WHEREAS, the Adviser and the Sub-Adviser wish to amend certain terms of the
Sub-Advisory Agreement.
NOW, THEREFORE, the Adviser and the Sub-Adviser agree as follows:
1. Effective January 31, 1998, the first sentence of Paragraph 5 of the
Sub-Advisory Agreement is amended to read in its entirely as follows:
For the services provided and the expenses assumed by the Sub-Adviser
pursuant to this Agreement, the Adviser will pay to the Sub-Adviser as full
compensation therefor a fee based on an annual rate of 0.75% of the first
$100 million of International Fund's average daily net assets; 0.50% of
International Fund's average daily assets in excess of $100 million up to
$300 million; 0.45% of International Fund's average daily net assets in
excess of $300 million up to $500 million; and 0.40% of International
Fund's average daily assets in excess of $500 million.
2. The Sub-Advisory Agreement, as so amended, is hereby confirmed as
continuing in full force and effect.
IN WITNESS WEHREOF, the Adviser and the Sub-Adviser have caused this
Amendment No. 1 to be executed by their duly authorized officers as of December
31, 1997.
U.S. BANK NATIONAL ASSOCIATION
By /s/ Xxxx Xxxxxx
Its XX
XXXXXX & XXXXXX ASSOCIATES, INC.
By /s/ Xxxxx X. Xxxxxx
Its Chairman
