AGREEMENT

                                                                    Exhibit 9(d)

                                    AGREEMENT

         This Agreement is made as of July 1, 1997, between SEI Investments
Management Corporation (the "Administrator") and First Bank National Association
(the "Adviser").

                                   WITNESSETH

         Whereas, the Administrator has been engaged by First American
Strategy Funds, Inc., a registered open-end investment company (the "Fund'), to
provide administrative services to the Fund in exchange for a fee based on the
value of the Fund's net assets;

         WHEREAS, the Adviser has been engaged by the Fund to provide investment
management services to the Fund in exchange for a fee based on the value of the
Fund's net assets;

         WHEREAS, the Administrator and the Adviser may from time to time in
accordance with applicable state and federal laws invest their own resources in
their own discretion in the promotion of the Fund and/or their services and
activities which are related to the Fund in an effort to increase the aggregate
amount of the Fund's net assets to which they are providing administrative and
investment management services, respectively, and, consequently, to increase the
amount of fees they are entitled to receive from the Fund;

         WHEREAS, the Administrator recognizes that the Adviser's efforts in
promoting its own activities and services which are related to the Fund may have
the effect of promoting the Fund itself; and

         WHEREAS, the Administrator desires to use its resources in its
discretion to compensate the Adviser for such efforts.

         NOW THEREFORE, in consideration of the foregoing, and intending to be
legally bound hereby, the Administrator and the Adviser hereby agree as follows:

         1. The Administrator may from time to time in its sole discretion use
its resources to reimburse the Adviser for expenses incurred by the Adviser in
promoting its own services and activities which are related to the Fund.

         2. The Adviser shall:

                  a. Only seek reimbursement from the Administrator for such
         services and activities that the Adviser may lawfully perform; and

                  b. Disclose to the Board of Directors of the Fund (the
         "Board") not less often than each meeting of the Board at which the
         Adviser's Investment Advisory Agreement is scheduled for renewal the
         amount of any payments received by the 





         Adviser under this Agreement since the Investment Advisory Agreement
         was last approved or renewed by the Board.

         3. All requests by the Adviser for reimbursement under this Agreement
shall be in writing. Within thirty (30) days of receiving any such written
request for reimbursement from the Adviser, the Administrator shall either pay
all or part of such reimbursement to the Adviser, and shall notify the Adviser
in writing if any or all of the requested reimbursement will not be paid.

         4. The Adviser acknowledges that the Administrator's decision with
respect to a particular request by the Adviser for reimbursement shall be in the
Administrator's sole discretion, and that an increase or expected increase in
the amount of the Fund's net assets will not be considered by the Administrator
in making its decision.

         5. This Agreement shall immediately terminate upon (a) the termination
or expiration of the Administrator's Administration Agreement with the Fund (the
"Administration Agreement"); (b) thirty (30) days written notice by either party
to the other.

         6. This Agreement shall not be assignable by either party.

         7. This Agreement is made pursuant to, and shall be construed and
enforced in accordance with, the internal laws of the State of Minnesota,
without giving effect to otherwise applicable principles of conflicts of law.

         8. This Agreement constitutes the entire agreement between the parties
hereto with respect to the matters contemplated herein and supersedes all prior
agreements and understandings with respect thereto. Any amendment or
modification of this Agreement shall not be effective unless in writing.





         IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.

                                   SEI INVESTMENTS MANAGEMENT CORPORATION

                                   By: /s/ Xxxxx X. Xxxxxx

                                   Name:  Xxxxx X. Xxxxxx
                                   Title: Senior Vice President

                                   FIRST BANK NATIONAL ASSOCIATION

                                   By: /s/ Xxxx Xxxxxx

                                   Name:  Xxxx Xxxxxx
                                   Title: VP