EXHIBIT 5(d)
FIRST AMERICAN INVESTMENT FUNDS, INC.
SUPPLEMENT DATED AS OF JULY 23, 1998 TO
INVESTMENT ADVISORY AGREEMENT
(Emerging Markets Fund)
WHEREAS, First American Investment Funds, Inc., a Maryland
corporation (the "Fund"), and U.S. Bank National Association, a national banking
association organized and existing under the laws of the United States of
America (the "Adviser"), previously entered into that Investment Advisory
Agreement dated April 2, 1991 (the "Advisory Agreement"); and
WHEREAS, the Fund is creating a new Portfolio (as such term is
defined in the Advisory Agreement) known as Emerging Markets Fund; and
WHEREAS, the Fund and the Adviser contemplate that the Adviser will
retain a sub-adviser with respect to Emerging Markets Fund and wish to make
provision therefor.
NOW, THEREFORE, the Fund and the Adviser agree as follows:
1. In performing its services under the Advisory Agreement, the
Adviser may at its option and expense, with respect to Emerging Markets Fund
only, appoint a sub-adviser, which shall assume such responsibilities and
obligations of the Adviser pursuant to the Advisory Agreement as shall be
delegated to the sub-adviser; provided, however, that any discretionary
investment decisions made by the sub-adviser on behalf of Emerging Markets Fund
shall be subject to approval or ratification by the Adviser. Any appointment of
a sub-adviser and assumption of responsibilities and obligations of the Adviser
by such sub-adviser shall be subject to approval by the Board of Directors of
the Fund and, to the extent (if any) required by law, by the shareholders of
Emerging Markets Fund. Any appointment of a sub-adviser for Emerging Markets
Fund pursuant hereto shall in no way limit or diminish the Adviser's obligations
and responsibilities under the Advisory Agreement.
2. The Advisory Agreement, as supplemented hereby, is hereby
ratified and confirmed in all respects.
IN WITNESS WHEREOF, the Fund and the Adviser have caused this
Supplement to be executed by their duly authorized officers as of the day and
year first above written.
FIRST AMERICAN INVESTMENT
FUNDS, INC.
By /s/ Xxxxxxx X. Xxxxxxx
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Its Vice President
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U.S. BANK NATIONAL ASSOCIATION
By /s/ Xxxxxxx X. Xxxxxx
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Its Vice President
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