AMENDMENT TO INVESTMENT SUB-ADVISORY AGREEMENT
DATED AS OF NOVEMBER 3, 2008
WHEREAS, FAF Advisors, Inc. (the "Advisor") acts as the Investment
Advisor for International Fund (the "Fund"), a series of First American
Investment Funds, Inc. ("FAIF"), pursuant to an investment advisory agreement
between the Advisor and FAIF; and
WHEREAS, the Advisor is responsible for the day-to-day management of
the Fund and for the coordination of the investment of the Fund's assets in
portfolio securities; and
WHEREAS, specific portfolio purchases and sales for all or a portion
of the Fund's assets may be made by one or more sub-advisors selected and
appointed by the Advisor, subject to the pre-approval of the Board of Directors
of FAIF (the "Board") and, to the extent required under Section 15(a) of the
Investment Company Act of 1940 (the "1940 Act") and any rules thereunder, the
approval of the Fund's shareholders; and
WHEREAS, Xxxxxxxxxx Global Investors, LLC (the "Sub-Advisor")
currently acts as a sub-advisor for International Select Fund, a series of FAIF,
pursuant to an Investment Sub-Advisory Agreement dated February 22, 2007 between
the Advisor and the Sub-Advisor (the "Sub-Advisory Agreement"); and
WHEREAS, the Sub-Advisor provides to International Select Fund the
services described in Section 2 of the Sub-Advisory Agreement and the Board has
determined that it would be in the best interests of the Fund and its
shareholders to have the Sub-Advisor provide such services to the Fund; and
WHEREAS, the Fund's shareholders have approved the Sub-Advisor's
provision of such services to the Fund; and
WHEREAS, the Sub-Advisor is willing to provide such services upon the
terms and conditions set forth herein.
NOW, THEREFORE, the Advisor and Sub-Advisor, intending to be legally
bound, agree as follows:
1. The Sub-Advisory Agreement is hereby amended to appoint the Sub-Advisor
as investment sub-advisor for that portion of the assets of the Fund that the
Advisor determines to allocate to the Sub-Advisor from time to time.
2. All references to "Fund" in the Sub-Advisory Agreement shall be deemed
to apply to International Fund and International Select Fund, either
individually or collectively, as the context requires.
3. All references to "Sub-Advisory Portfolio" in the Sub-Advisory Agreement
shall be deemed to refer to that portion of International Fund's assets managed
by the Sub-Advisor and that portion of International Select Fund's assets
managed by the Sub-Advisor, either individually or collectively, as the context
requires.
4. The conditions described under paragraph (a) of Section 11 of the
Sub-Advisory Agreement having been previously satisfied, the term of the
Sub-Advisory Agreement shall be governed exclusively by the provisions of
paragraph (b) of Section 11, as amended May 3, 2007.
5. Schedule A to the Sub-Advisory Agreement is replaced in its entirety
with the following:
SCHEDULE A
Pursuant to Section 7, the Advisor shall pay the Sub-Advisor
compensation for services rendered to the Funds, calculated daily
and paid monthly, at the annual rates set forth in the
following table. Such rates are based on the aggregate average
daily net assets of the Sub-Advisory Portfolios.
AGGREGATE ASSETS OF
SUB-ADVISORY PORTFOLIOS FEE PER ANNUM
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First $425 million 0.40%
Over $425 million 0.30%
6. All other terms and conditions of the Sub-Advisory Agreement shall
continue in full force and effect.
IN WITNESS WHEREOF, the Advisor and Sub-Advisor have caused this
instrument to be executed as of the date first above written by their duly
authorized officers.
FAF ADVISORS, INC. XXXXXXXXXX GLOBAL INVESTORS, INC.
By: /s/ Xxxxxx X. Xxxxx, III By: /s/ Xxxxxx X. Xxxx
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Name: Xxxxxx X. Xxxxx, III Name: Xxxxxx X. Xxxx
Title: Chief Financial Officer Title: President
