United States
Securities and Exchange Commission
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. ____)

Filed by Registrant [X]

Filed by a Party other than the Registrant [ ]

Check the appropriate box:

[ ] Preliminary Proxy Statement

[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))

[x] Definitive Proxy Statement

[ ] Definitive Additional Materials

[ ] Soliciting Material Pursuant to Section 240.14a-12

FIRST AMERICAN INVESTMENT FUNDS, INC.
______________________________________________________________________________
(Name of Registrant as Specified in its Charter)

______________________________________________________________________________
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[X] No fee required.

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

(1) Title of each class of securities to which transaction applies:

___________________________________________________________________________

(2) Aggregate number of securities to which transaction applies:

___________________________________________________________________________

(3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
calculated and state how it is determined):

___________________________________________________________________________

(4) Proposed maximum aggregate value of transaction:

___________________________________________________________________________

(5) Total fee paid:

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[ ] Fee paid previously with preliminary materials.

[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:

___________________________________________________________________________

(2) Form, Schedule or Registration Statement No.:

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(3) Filing Party:

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(4) Date Filed:

___________________________________________________________________________

FIRST AMERICAN INTERNATIONAL SELECT FUND

April 16, 2007

Dear First American Fund Shareholder:

You are cordially invited to attend a Special Meeting of shareholders
of First American International Select Fund (the "Fund"), a series of First
American Investment Funds, Inc. ("FAIF"), which will be held on Thursday, May
17, 2007 at 10:00 a.m., Central time, at the offices of FAF Advisors, Inc. (the
"Advisor"), 800 Nicollet Mall, Minneapolis, Minnesota 55402.

The purpose of the Special Meeting is to ask you to approve (1) a
proposed new investment sub-advisory agreement between the Advisor, the Fund's
investment advisor, and Hansberger Global Investors, Inc. ("HGI" or the
"Sub-Advisor"), a wholly-owned subsidiary of Hansberger Group, Inc.
("Hansberger") and a current sub-advisor to the Fund, and (2) a
"manager-of-managers" structure for the Fund whereby the Advisor, under certain
circumstances, will be able to hire and replace sub-advisors to the Fund without
obtaining shareholder approval.

On March 9, 2007, a change of control occurred in Hansberger,
resulting from the transfer of ownership of a controlling interest in Hansberger
to IXIS Asset Management US Group, L.P. ("IAMG") (the "Transaction").

Prior to the Transaction, HGI served as sub-advisor to a portion of
the Fund's assets (the "Sub-Advisory Portfolio") pursuant to an investment
sub-advisory agreement with the Advisor (the "Prior Agreement"). HGI has
continued to provide investment sub-advisory services to the Sub-Advisory
Portfolio since the completion of the Transaction. The Transaction resulted in
an assignment and automatic termination of the Prior Agreement. As a result, the
Advisor proposed, and the Fund's Board of Directors (the "Board") approved, an
interim sub-advisory agreement (the "Proposed Agreement") with HGI having terms
substantially similar to the Prior Agreement with HGI. HGI currently provides
investment sub-advisory services to the Fund pursuant to this Proposed
Agreement. The Advisor has further proposed, and the Board recommends, that you
approve the Proposed Agreement in its current form. The Proposed Agreement will
not change the Fund's investment objective and strategies currently in place.
The sub-advisory fee rate payable by the Advisor to HGI under the Proposed
Agreement will remain the same as under the Prior Agreement with HGI. In
addition, THE OVERALL FEES THE FUND CURRENTLY PAYS FOR MANAGEMENT AND INVESTMENT
ADVISORY SERVICES WILL STAY THE SAME.

Manager-of-managers authority would allow the Advisor, with the
Board's approval, to make changes to Fund sub-advisors and change the terms of
sub-advisory agreements without holding a shareholder meeting. This would give
the Board increased flexibility and eliminate the Fund's expense of holding
shareholder meetings whenever the Board and the Advisor seek to hire or replace
a sub-advisor. The manager-of-managers structure would not be implemented until
either (i) the Securities and Exchange Commission ("SEC") adopts a proposed rule
allowing funds to operate with this structure or (ii) the SEC grants an
exemptive order, as requested by FAIF and the Advisor, that would allow the Fund
to operate under a manager-of-managers structure.

The Board of Directors has approved the Proposed Agreement and the
proposed manager-of-managers structure, and recommends that you approve both
proposals.

The proxy statement that accompanies this letter contains detailed
information on these proposals. I encourage you to read it carefully. You will
also find information in a "Question and Answer" format designed to provide
answers to some of the questions we anticipate you will have. After you have
read the accompanying materials, please complete, sign and date the enclosed
proxy card and return it in the enclosed postage-paid return envelope. This will
ensure that your vote is counted, even if you cannot attend the Special Meeting
in person. You may also vote in person at the meeting, or you may vote by
telephone or by internet, by following the instructions that appear on the proxy
card.

YOUR VOTE IS IMPORTANT. If we do not hear from you after a reasonable
amount of time, you may receive a telephone call reminding you to vote your
shares.

We thank you for your continued support of the Fund and urge you to
cast your vote as soon as possible.

Sincerely,

/s/ Thomas S. Schreier, Jr.
----------------------------------------
Thomas S. Schreier, Jr.
President

FIRST AMERICAN INTERNATIONAL SELECT FUND SHAREHOLDERS

IMPORTANT INFORMATION

While we encourage you to read the full text of the enclosed Proxy
Statement, we are also providing you with a brief overview of the subject of the
shareholder vote to help you understand and vote on the proposals. Your vote is
important.

QUESTIONS & ANSWERS

Q: WHAT AM I BEING ASKED TO VOTE "FOR" ON THIS PROXY?

A: You are being asked to vote on the following two proposals:

- A proposal to approve a new investment sub-advisory agreement for your
Fund between FAF Advisors, Inc. (the "Advisor"), the Fund's investment
advisor, and Hansberger Global Investors, Inc. ("HGI") (the "Proposed
Agreement"). HGI has served as a sub-advisor to the Fund since its
inception. HGI initially served pursuant to a sub-advisory agreement
which terminated upon the completion of the Transaction described
below (the "Prior Agreement"). Since that termination, HGI has served
as sub-advisor under the Proposed Agreement. The terms of the Proposed
Agreement are substantially similar to the terms of the Prior
Agreement. NO CHANGE IN ADVISORY FEE RATES OR SCOPE OF SERVICES IS
BEING PROPOSED.

- A proposal to approve a "manager-of-managers" structure for the Fund.
This structure would allow the Advisor, with the Board's approval, to
hire and replace sub-advisors to the Fund without obtaining
shareholder approval. If you approve the structure, the Fund would be
able to implement a manager-of-managers structure in the event that
either (i) the Securities and Exchange Commission ("SEC") adopts a
proposed rule allowing funds to operate with this structure or (ii)
the SEC grants an exemptive order, as requested by FAIF and the
Advisor, that would allow the Fund to operate under a
manager-of-managers structure.

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" BOTH PROPOSALS.

Q: WHY ARE WE BEING ASKED TO VOTE ON A NEW SUB-ADVISORY AGREEMENT?

A: Because the Prior Agreement terminated upon a change in the control of HGI's
parent, Hansberger Group, Inc. ("Hansberger"), it was necessary to enter into a
sub-advisory agreement with HGI which must be approved by shareholders to stay
in effect. The change of control resulted from the transfer of ownership of a
controlling interest in Hansberger to IXIS Asset Management US Group, L.P.
("IAMG") on March 9, 2007 (the "Transaction"). Hansberger was (and remains) the
parent company of HGI. The Investment Company Act of 1940, as amended ("1940
Act"), states that an advisory agreement of a mutual fund, including a
sub-advisory agreement, must provide for its automatic termination in the event
of its "assignment" (as that term is defined in the 1940 Act), such as when a
controlling block of the fund's sub-advisor's securities is transferred
resulting in a change in management or control of the sub-advisor. Knowing that
the Transaction would result in an assignment and automatic termination of the
Prior Agreement, and to prevent any potential disruption in services resulting
from the completion of the Transaction, the Advisor proposed, and the Board
approved, the Proposed Agreement with HGI on substantially similar terms as the
Prior Agreement. The Proposed Agreement with HGI became effective as of the
completion of the Transaction and will remain in effect until the Proposed
Agreement is approved by Fund shareholders, but in no case for a period longer
than 150 days; therefore, shareholder approval is sought for the Proposed
Agreement. The sub-advisory fee rate payable by the Advisor to HGI will remain
the same under the Proposed Agreement as under the Prior Agreement.

Q: HOW IS THE PROPOSED AGREEMENT DIFFERENT FROM THE PRIOR AGREEMENT?

A: The terms of the Proposed Agreement are substantially similar to those of the
Prior Agreement. The agreements differ only in their effective and termination
dates and in certain termination provisions specific to interim sub-advisory
agreements, as required by rule under the 1940 Act. See the Proxy Statement for
more information about the Proposed Agreement and the Prior Agreement.

Q: WILL THERE BE A CHANGE IN THE MANAGEMENT AND ADVISORY FEES PAID BY MY FUND?

A: No. The advisory and sub-advisory fees will stay the same.

Q: WAS THERE ANY CHANGE IN THE FUND'S PORTFOLIO MANAGERS FOLLOWING THE
TRANSACTION?

A: No, the Transaction did not result in any change in the Fund's HGI portfolio
managers, and no change is currently anticipated.

Q: WHAT IS A "MANAGER-OF-MANAGERS" STRUCTURE?

A: The Advisor has hired three investment sub-advisors to manage the assets of
the Fund. Under the Fund's current structure, if the Advisor ever believed that
a sub-advisor should be changed, the Advisor would make a recommendation to the
Board, and the Board would be required to convene a shareholder meeting seeking
approval of the sub-advisor. Manager-of-managers authority would allow the
Advisor, with the Board's approval, to make changes to Fund sub-advisors and
change the terms of sub-advisory agreements without holding a shareholder
meeting. This would give the Board increased flexibility and eliminate the
Fund's expense of holding shareholder meetings whenever the Board and the
Advisor seek to hire or replace a sub-advisor. The Board has concluded that the
manager-of-managers structure is in the best interest of the shareholders of the
Fund.

Q: HOW DO THE PROPOSALS AFFECT THE OTHER EXISTING SUB-ADVISORS TO THE FUND?

A: In addition to HGI, Altrinsic Global Advisors, LLC ("Altrinsic") and Lazard
Asset Management LLC ("Lazard") also provide investment sub-advisory services to
the Fund. The investment sub-advisory agreements between the Advisor and,
individually, Altrinsic and Lazard, both dated November 27, 2006, remain in
effect and are not subject to shareholder approval at this special meeting. If
you approve the manager-of-managers structure for the Fund, and the SEC either
adopts the proposed rule or grants the exemptive order described above, the
Advisor would be allowed, with the Board's approval, to hire and replace any
sub-advisor to the Fund without obtaining shareholder approval.

Q: HOW DOES THE BOARD OF DIRECTORS RECOMMEND THAT I VOTE ON THESE PROPOSALS?

A: The Board of Directors believes that each proposal is in the best interests
of the Fund and its shareholders. After careful consideration, the Board of
Directors recommends that you vote "FOR" both Proposals.

Q: WHEN IS MY PROXY DUE?

A: We would like to receive your vote as soon as possible, preferably before the
date of the special shareholders meeting on May 17, 2007.

Q: HOW CAN I VOTE MY PROXY?

A: By phone - please see the voting instructions on your proxy card. Call the
toll-free number listed and follow the recorded instructions.

By Internet - please see the voting instructions on your proxy card
for the applicable internet address. Once there, enter the control number
located on your proxy card.

By mail - proxy cards must be marked with your vote and returned in
the business reply envelope included in this package. If you have misplaced your
envelope, please mail your proxy to:

Proxy Tabulator
P.O. Box 9112
Farmingdale, NY 11735

In person - you may submit your proxy in person at the special
shareholders meeting to be held on Thursday, May 17, 2007 at 10:00 a.m., Central
time, at the offices of the Advisor, located at 800 Nicollet Mall, Minneapolis,
Minnesota 55402.

Q: WILL THE FUND PAY FOR THIS PROXY SOLICITATION?

A: No. FAF Advisors has agreed to pay the costs of this proxy solicitation,
as well as the other costs of the special meeting of Fund shareholders.

Q: WHO SHOULD I CALL FOR ADDITIONAL INFORMATION ABOUT THIS PROXY STATEMENT?

A: Please call First American Investor Services at (800) 677-FUND.

IT IS IMPORTANT THAT YOU VOTE YOUR PROXY PROMPTLY. PLEASE HELP KEEP THE COSTS OF
THIS PROXY SOLICITATION REASONABLE BY VOTING TODAY.

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS OF

FIRST AMERICAN INVESTMENT FUNDS, INC.

TO BE HELD ON MAY 17, 2007

FIRST AMERICAN INTERNATIONAL SELECT FUND

A Special Meeting of shareholders of First American International
Select Fund (the "Fund"), a series of the First American Investment Funds, Inc.
(the "FAIF"), will be held at the offices of FAF Advisors, Inc., 3rd Floor -
Training Room A, located at 800 Nicollet Mall, Minneapolis, Minnesota, at 10:00
a.m., Central time, on May 17, 2007. At the Special Meeting, shareholders will
be asked to vote on the following proposals:

1. To approve a new investment sub-advisory agreement between FAF
Advisors, Inc. (the "Advisor") and Hansberger Global Investors, Inc.

2. To authorize a "manager-of-managers" structure for the Fund whereby
the Advisor, under certain circumstances, will be able to hire and replace
sub-advisors to the Fund without obtaining shareholder approval.

3. To transact any other business that properly comes before the
Special Meeting.

Please read the enclosed Proxy Statement carefully for information
concerning the proposals to be placed before the Special Meeting or any
adjournments or postponements thereof.

THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" EACH
PROPOSAL.

Only shareholders of record as of the close of business on April 4,
2007 may vote at the meeting or any adjournment(s) of the meeting.

You can vote easily and quickly by toll-free telephone call, by
internet, or by mail. Just follow the instructions that appear on your enclosed
proxy card. Whether or not you expect to be present at the meeting, please help
avoid the cost of a follow-up mailing by voting as soon as possible.

By order of the Board of Directors,

/s/ Kathleen L. Prudhomme
----------------------------------------
Kathleen L. Prudhomme
Secretary

April 16, 2007
Minneapolis, Minnesota

FIRST AMERICAN INVESTMENT FUNDS, INC.

800 NICOLLET MALL

MINNEAPOLIS, MINNESOTA 55402

(800) 677-3863

PROXY STATEMENT

APRIL 16, 2007

SPECIAL MEETING OF SHAREHOLDERS

TO BE HELD ON MAY 17, 2007

The Board of Directors (the "Board") of First American Investment
Funds, Inc. ("FAIF") is soliciting the enclosed proxy in connection with a
special meeting of shareholders of International Select Fund (the "Fund"), a
separate mutual fund series issued by FAIF, to be held on May 17, 2007 at 10:00
a.m., and any adjournment of the meeting.

The special meeting is being held to consider the approval of a new
investment sub-advisory agreement for the Fund, between FAF Advisors, Inc. ("FAF
Advisors" or the "Advisor"), the Fund's investment advisor, and Hansberger
Global Investors, Inc. ("HGI") (the "Proposed Agreement"). In addition, you are
being asked to approve a "manager-of-managers" structure for the Fund. This
structure would allow the Advisor, with the Board's approval, to hire and
replace sub-advisors to the Fund without obtaining shareholder approval. If you
approve the structure, the Fund would be able to implement a manager-of-managers
structure in the event that either (i) the Securities and Exchange Commission
(the "SEC") adopts a proposed rule allowing funds to operate with this structure
or (ii) the SEC grants an exemptive order, as requested by FAIF and the Advisor,
that would allow the Fund to operate under a manager-of-managers structure.

In addition to serving as the Fund's investment advisor, the Advisor
also serves as the administrator for the Fund and the Advisor's affiliate, U.S.
Bancorp Fund Services, LLC ("USBFS"), serves as the Fund's sub-administrator and
transfer agent. Quasar Distributors, LLC ("Quasar"), also an affiliate of the
Advisor, is the distributor (principal underwriter) of the Fund's shares. The
Advisor is located at 800 Nicollet Mall, Minneapolis, Minnesota 55402. Quasar
and USBFS are located at 615 E. Michigan Street, Milwaukee, Wisconsin 53202.

In order for the shareholder meeting to go forward, there must be a
quorum. This means that at least 10% of the Fund's shares must be represented at
the meeting--either in person or by proxy. All returned proxies count toward a
quorum, regardless of how they are voted.

If a quorum is not obtained or if sufficient votes to approve the
proposals are not received, the persons named as proxies may propose one or more
adjournments of the meeting to permit further solicitation of proxies. In
determining whether to adjourn the meeting, the following factors may be
considered: the nature of the proposals; the percentage of votes actually cast;
the percentage of negative votes actually cast; the nature of any further

solicitation; and the information to be provided to shareholders with respect to
the reasons for the solicitation. Any adjournment will require a vote in favor
of the adjournment by the holders of a majority of the shares present in person
or by proxy at the meeting (or any adjournment of the meeting).

Any abstentions and broker non-votes will be counted as shares present
for purposes of determining whether a quorum is present, but will not be voted
for or against any adjournment or proposal. (Broker non-votes are shares for
which (i) the underlying owner has not voted and (ii) the broker holding the
shares does not have discretionary authority to vote on the particular matter.)
This means that abstentions and broker non-votes effectively will be a vote
against adjournment or against any proposal where the required vote is a
percentage of the shares present.

You may revoke your proxy at any time up until voting results are
announced at the shareholder meeting. You can do this by writing to the Fund's
secretary, or by voting in person at the meeting and notifying the election
judge that you are revoking your proxy. In addition, you can revoke a prior
proxy simply by voting again--using your original proxy card or by internet or
toll-free telephone call. If you return an executed proxy card without
instructions, your shares will be voted "FOR" the proposals.

The Advisor will pay all costs of solicitation, including the cost of
preparing and mailing the notice of special shareholders meeting and this proxy
statement. Representatives of the Advisor, without cost to the Fund, may solicit
proxies by means of mail, telephone, or personal calls.

Only shareholders of record on April 4, 2007 (the "record date"), may
vote at the meeting or any adjournment of the meeting. On that date the Fund had
13,713,752 shares issued and outstanding. Each shareholder is entitled to one
vote for each share owned on the record date. The number of shares that you may
vote is the total number shown on the proxy card accompanying this proxy
statement. The proposals to be presented at the meeting will not entitle any
shareholder to cumulative voting or appraisal rights. AS OF THE RECORD DATE,
AFFILIATED FUNDS-OF-FUNDS OWN A MAJORITY OF THE FUND'S OUTSTANDING SHARES AND
ARE REQUIRED TO VOTE THEIR SHARES IN PROPORTION TO THE VOTES CAST BY THE FUND'S
OTHER OUTSTANDING SHARES. AN AFFILIATE OF THE ADVISOR HAS VOTING AUTHORITY WITH
RESPECT TO A MAJORITY OF THESE OTHER OUTSTANDING SHARES, AND THEREFORE
EFFECTIVELY CONTROLS THE VOTE ON EACH PROPOSAL. THIS AFFILIATE INTENDS TO VOTE
"FOR" EACH PROPOSAL. See "Additional Information about the Fund" below for more
information on share ownership of the Fund.

At this point, we know of no other business to be brought before the
shareholder meeting. However, if any other matters do come up, the persons named
as proxies will vote upon these matters according to their best judgment.

Please be sure to read the entire proxy statement before casting your
vote. If you need help voting your proxy, you may call First American Investor
Services at (800) 677-FUND.

This proxy statement and proxy card were first mailed to shareholders
on or about April 16, 2007.

PROPOSAL 1: TO APPROVE A NEW INVESTMENT SUB-ADVISORY AGREEMENT WITH
HGI

BACKGROUND

HGI has served as a sub-advisor to the Fund since the Fund's
inception. HGI initially served as the Fund's sub-advisor pursuant to a
sub-advisory agreement between the Advisor and HGI dated November 27, 2006 (the
"Prior Agreement"). The Prior Agreement terminated, however, when a change of
control occurred in Hansberger Group, Inc. ("Hansberger"), HGI's parent company,
resulting from the transfer of ownership of a controlling interest in HGI to
IXIS Asset Management US Group, L.P. ("IAMG") (the "Transaction"). This change
of control resulted in an assignment of the Prior Agreement under the Investment
Company Act of 1940, as amended (the "1940 Act"), and the agreement's automatic
termination. Consequently, the Advisor was required to enter into a new
sub-advisory agreement with HGI. As a general rule, the 1940 Act requires that
any investment advisory or sub-advisory agreement be approved by fund
shareholders before the agreement may take effect. Rule 15a-4 of the 1940 Act,

however, provides a temporary exemption to that rule in certain circumstances,
including the circumstance in which a new advisory or sub-advisory agreement
must be entered into because of the assignment and automatic termination of an
existing agreement. In that case, an interim advisory or sub-advisory agreement
may take effect, and remain in effect for up to 150 days, without receiving
shareholder approval, as long as the fees payable under the interim agreement do
not exceed the fees payable under the predecessor agreement and certain other
contractual provisions are included in the interim agreement. In reliance on
this rule, and to prevent any potential disruption in sub-advisory services to
the Fund resulting from the completion of the Transaction, the Board approved
the Proposed Agreement. The Proposed Agreement went into effect on March 9,
2007, the date of the closing of the Transaction, and will terminate 150 days
after its effective date unless it is approved by Fund shareholders. The
Proposed Agreement, which is substantially similar to the Prior Agreement, is
attached to this proxy statement as Exhibit A.

HGI, located at 401 East Las Olas Boulevard, Suite 1700, Fort
Lauderdale, Florida 33301, is a Delaware corporation. HGI is wholly owned by
Hansberger, also a Delaware corporation. As of December 31, 2006, Hansberger had
approximately $9 billion in assets under management. Prior to the close of the
Transaction, IAMG owned approximately 28% of the outstanding common stock and
retained 24.9% of the voting interest of Hansberger. Mr. Thomas L. Hansberger,
Chairman and, prior to the close of the Transaction, Chief Executive Officer of
HGI and Hansberger, directly and through a family limited partnership that he
controls, owned approximately 49% of the outstanding common stock of Hansberger.
The principal business address of Mr. Hansberger is 401 East Las Olas Boulevard,
Fort Lauderdale, Florida 33301. Prior to the close of the Transaction, certain
of Mr. Hansberger's shares were encumbered by option or deferred share unit
agreements with employees of HGI or Hansberger. Employees of Hansberger (other
than Mr. Hansberger) and third-party investors held, respectively, approximately
2% and 20% of Hansberger's outstanding common stock (before giving effect to the
issuance of shares of common stock in connection with the exercise of stock
options or the vesting of deferred share unit agreements).

Pursuant to a Stock Purchase Agreement dated as of November 15, 2006,
IAMG agreed to purchase all of the shares of common stock of Hansberger owned or
controlled by Mr. Hansberger and non-employee, third party investors
(collectively, the "Sellers"). As a result of the consummation of the
Transaction on March 9, 2007, IAMG purchased (i) all of the shares of common
stock of HGI ("HGI Shares") owned or controlled by Mr. Thomas L. Hansberger and
non-employee, third party investors; and (ii) an additional number of HGI Shares
held by employees of HGI or Hansberger. Upon consummation of the Transactions,
IAMG's ownership interest in HGI Shares (on a fully diluted basis) was 83.4%,
and the remaining 16.6% interest was held by employees of Hansberger. IAMG is
located at 399 Boylston Street, Boston, Massachusetts 02116. Mr. Hansberger
continues to serve as Chairman of HGI and Ronald W. Holt, Jr. now serves as
President and Chief Executive Officer of HGI. Otherwise, the Transaction has not
resulted in a change in the personnel or operations of HGI or in any changes in
the investment approach of HGI with respect to the Fund.

COMPARISON OF PRIOR AND PROPOSED AGREEMENTS

The Proposed Agreement (apart from the provisions relating to Rule
15a-4) is substantially similar to the Prior Agreement for the Fund, except
where noted below. The next several paragraphs briefly summarize some important
provisions of the Proposed Agreement and the Prior Agreement, but for a complete
understanding of the Proposed Agreement, you should read Exhibit A.

TERM

The Proposed Agreement took effect upon completion of the Transaction,
has an initial two-year term and continues automatically for successive one-year
terms thereafter so long as its continuance is approved annually by the Board or
by a majority of the Fund's outstanding voting securities, provided in either
case that the continuance is also approved by the majority of the Board who are
not interested persons. The Proposed Agreement can be terminated, without
penalty, on 60 days written notice by the Advisor, by the Board on behalf of the
Fund, by vote of a majority of the Fund's outstanding voting securities, or by
HGI. The date of termination may be less than 60 days after the written notice
of termination so long as the duration of the notice period is agreed upon by
the Advisor and HGI. The Agreement also terminates automatically if assigned by
any party. The terms of the Prior Agreement

were identical to the foregoing terms of the Proposed Agreement, except that the
Prior Agreement required a 90 day written notice of termination.

In addition to the above termination provision, the Proposed Agreement
also provides that, unless the Proposed Agreement is approved by a majority of
the outstanding shares of the Fund, the Proposed Agreement will terminate 150
days after the completion of the Transaction. During the period prior to either
shareholder approval of the Proposed Agreement or the end of the 150 day period,
the Proposed Agreement can be terminated (i) at any time without penalty on 10
days notice by the Advisor, HGI, or the Board, or (ii) the lesser of the vote of
(a) 67% of the shares of the Fund present at a meeting where more than 50% of
the outstanding shares of the Fund are present in person or by proxy, or (b)
more than 50% of the outstanding shares of the Fund.

DUTIES

Under both the Prior Agreement and the Proposed Agreement, HGI is
appointed to act as the investment sub-advisor for that portion of the Fund's
assets that the Advisor allocates to HGI from time to time (the "Sub-Advisory
Portfolio"). HGI is required, subject to the supervision of the Advisor and the
Board, to manage the assets within the Sub-Advisory Portfolio in accordance with
the Fund's investment objective, policies and restrictions, to place purchase
and sales orders for transactions in the Sub-Advisory Portfolio, and to employ
professional portfolio managers and securities analysts to provide research
services relating to the Sub-Advisory Portfolio.

BROKERAGE

The Prior Agreement and the Proposed Agreement contain identical
provisions regarding brokerage. In selecting brokers or dealers to execute
transactions on behalf of the Fund, HGI seeks the best overall terms available.
In doing so, HGI considers factors it deems relevant, including, without
limitation, the breadth of the market in the security, the price of the
security, the financial condition and execution capability of the broker or
dealer and the reasonableness of the commission, if any, for the specific
transaction and on a continuing basis. HGI is also authorized to consider the
brokerage and research services provided to the Fund and/or other accounts over
which HGI or its affiliates exercise investment discretion.

STANDARD OF CARE

Under the Prior Agreement and the Proposed Agreement, HGI is required
to exercise its best judgment in rendering the services under the Agreement. HGI
will not be liable for any error of judgment or mistake of law or for any loss
suffered by the Fund or the Advisor in connection with the Agreement, except a
loss resulting from "willful misfeasance, bad faith or gross negligence" on its
part in the performance of its duties or from "reckless disregard" by it of its
obligations and duties under the Agreement.

INDEMNIFICATION

Both Agreements provide that both HGI and the Advisor will indemnify
and hold harmless the other from and against any and all claims, losses,
liabilities or damages (including reasonable attorney's fees and other related
expenses) resulting from a material breach of the Agreement or as a result of
HGI's or the Advisor's willful misfeasance, bad faith, gross negligence or
reckless disregard of its obligations and duties under the Agreement or
violation of applicable law, subject to certain exceptions.

COMPENSATION

The Fund pays the Advisor a fee accruing daily at an annual rate of
1.00% of the Fund's average daily net assets. Under both the Prior Agreement and
the Proposed Agreement, the Advisor pays HGI a sub-advisory fee at the annual
rate of 0.45% of net assets up to $100 million; 0.40% of net assets over $100
million and up to $425 million; 0.35% of net assets over $425 million and up to
$537.5 million; and 0.30% of net assets over $537.5 million of the Fund's
average daily net assets managed by HGI. The Proposed Agreement requires all
advisory fees earned by HGI to be escrowed pending approval of the Proposed
Agreement by Fund shareholders. If the Proposed

Agreement is not approved, HGI will be entitled to receive from escrow the
lesser of (i) any costs incurred in performing the Proposed Agreement (plus
interest earned on the amount while in escrow) or (ii) the total amount in the
escrow account (plus interest earned).

EVALUATION BY THE BOARD

CONSIDERATION OF PRIOR AGREEMENT

At an in-person meeting of the Board held on December 5, 2006, the
Board reviewed the Advisor's recommendation to hire HGI as one of three
sub-advisors to the Fund pursuant to the Prior Agreement. The Board met with the
Advisor, which provided an in-depth overview of the screening process by which
the Advisor developed its recommendation, including a review of HGI's
organization, portfolio management team, investment strategy and process,
performance of other portfolios managed by HGI, its systems, trading practices,
client communications, and legal and compliance history and policies, including
HGI's Code of Ethics.

The Board unanimously approved the Prior Agreement and concluded that
the terms of the Prior Agreement were fair and reasonable and in the best
interests of shareholders of the Fund. In making this determination, the Board,
advised by independent legal counsel, reviewed and considered the factors it
deemed relevant, including the factors described below:

NATURE, QUALITY AND EXTENT OF SERVICES

The Board examined the nature, quality and extent of the services that
would be provided by HGI to the Fund. The Board reviewed HGI's key personnel who
would provide investment management services to the Fund, noting the depth of
experience of these personnel. The Board also considered that, under the Prior
Agreement, HGI would have the authority and responsibility to make and execute
investment decisions for the Sub-Advisory Portfolio within the framework of the
Fund's investment policies and restrictions, subject to review by the Advisor
and the Board, and that HGI's duties also would include placing purchase and
sales orders for transactions in the Sub-Advisory Portfolio, and employing
professional portfolio managers and securities analysts to provide research
services relating to the Sub-Advisory Portfolio. Finally, the Board considered
FAF Advisors' representation that the services provided by HGI under the Prior
Agreement are the types of services customarily provided by investment
sub-advisors in the Fund industry.

The Board also considered a report from the Funds' Chief Compliance
Officer regarding HGI.

Based on the foregoing, the Board concluded that the Fund was likely
to benefit from the nature, extent, and quality of the services provided by HGI
under the Prior Agreement.

INVESTMENT PERFORMANCE

In considering the Prior Agreement, the Board could not evaluate the
performance of HGI's Sub-Advisory Portfolio since the Prior Agreement related to
the initial engagement of HGI. The Board did examine, however, the performance
of HGI with respect to assets managed by HGI using similar investment
strategies, which demonstrated historically strong and consistent performance
over a three- and five-year period relative to the Morgan Stanley Capital
International Europe, Australia, Far East Index and Morgan Stanley Capital
International Growth Index.

COST OF SERVICES

The Board considered the structure and rate of the fees to be charged
by HGI under the Prior Agreement. The Board also noted that sub-advisory fees
were to be paid to HGI by the Advisor out of its advisory fee, which the Board
had determined was reasonable. If the Board had been reapproving the Prior
Agreement, it would have also considered the profitability of the sub-advisory
relationship to HGI. Since HGI had not yet commenced sub-advising the Fund,
however, the Board could not consider this.

OTHER BENEFITS TO HGI

The Board also considered that, under the Prior Agreement, HGI was
authorized to use the Fund's portfolio brokerage transactions to obtain
research.

CONSIDERATION OF PROPOSED AGREEMENT

At an in-person meeting held on February 22, 2007, the Board voted to
approve the Proposed Agreement and to recommend that shareholders of the Fund
vote to approve such agreement. The Board considered that it had very recently
approved the Prior Agreement at its December 5, 2006 meeting and that the terms
of the Prior Agreement were substantially similar to the Proposed Agreement.
During the meeting, the Board met with representatives of the Advisor who
explained the Transaction and the effect of the Transaction on the Fund. As part
of their review, the Board considered: (i) the strategic reasons for the
Transaction, as presented by the Advisor to the Board; (ii) that the portfolio
management team to the Sub-Advisory Portfolio managed by HGI would remain in
place after the Transaction; (iii) that HGI advised the Advisor that it did not
anticipate any employee positions being affected by the Transaction, and that
senior management and all investment staff would remain in place; (iv) that the
Fund's total sub-advisory fees would not increase by virtue of the Proposed
Agreement, but rather would remain the same, and that the Advisor would continue
to bear all sub-advisory fees; and (v) that the terms and conditions of the
Proposed Agreement and the Prior Agreement are substantially similar.

Based on the foregoing information, and the Board's conclusion that
the factors it considered in approving the Prior Agreement had not changed, the
Board, including a majority of the directors who are not "interested" persons,
as defined in the 1940 Act, determined that the scope and quality of services to
be provided to the Fund under the Proposed Agreement would be at least
equivalent to the scope and quality of services provided under the Prior
Agreement, and they approved, and recommended that shareholders approve, the
Proposed Agreement.

The Board was advised and assisted by counsel to the independent
directors and fund counsel. No single factor, or group of factors, was deemed to
be determinative by the Board in approving the Proposed Agreement. Instead, the
Board based its decision on the totality of the information which it requested
and reviewed.

In the event that the shareholders do not approve the Proposed
Agreement, the Board will consider what alternatives may then be available.

BOARD RECOMMENDATION

THE BOARD RECOMMENDS THAT SHAREHOLDERS OF THE FUND VOTE "FOR" APPROVAL
OF THE PROPOSED AGREEMENT.

PROPOSAL 2: TO APPROVE THE MANAGER-OF-MANAGERS STRUCTURE

BACKGROUND

The Fund employs a "multi-style, multi-manager" approach whereby the
Advisor allocates portions of the Fund's assets to different sub-advisors who
employ distinct investment styles. The Advisor currently has agreements in place
with three sub-advisors, including HGI, who each manage a portion of the Fund's
assets.

Where the Advisor delegates portfolio management duties to a
sub-advisor, the 1940 Act requires that the sub-advisory agreement between the
Advisor and the sub-advisor be approved by Fund shareholders. Specifically,
Section 15 of the 1940 Act makes it unlawful for any person to act as an
investment advisor (including as a sub-advisor) to a mutual fund, except
pursuant to a written contract that has been approved by shareholders.
Therefore, to comply with Section 15 of the 1940 Act, the Fund must obtain
shareholder approval in order to employ a new sub-advisor, replace an existing
sub-advisor with a new sub-advisor, materially change the terms of a
sub-advisory agreement, or continue the employment of an existing sub-advisor
when that sub-advisory agreement terminates because of an assignment (as such
term is defined under the 1940 Act) of the agreement.

Because of the expense and delays associated with obtaining
shareholder approval of sub-advisors and related sub-advisory agreements, many
mutual fund investment advisors have requested and obtained orders from the SEC
exempting them and the mutual funds they manage from certain requirements of
Section 15 of the 1940 Act and the rules thereunder ("Orders"). Subject to the
conditions delineated therein, the Orders permit mutual funds and their
respective advisors to employ a manager-of-managers arrangement with respect to
the funds, whereby the advisors may retain unaffiliated sub-advisors for the
funds and change the terms of a sub-advisory agreement without first obtaining
shareholder approval.

In addition, on October 23, 2003, the SEC proposed Rule 15a-5 under
the 1940 Act (the "Rule"). If adopted as proposed, the Rule would permit the
Board and the Advisor to employ a manager-of-managers arrangement with respect
to the Fund without obtaining an Order, provided that shareholders of the Fund
approve the manager-of-managers arrangement prior to implementation. In
addition, to rely upon Rule 15a-5, as proposed, would require that:

- a new or modified sub-advisory contract not directly or indirectly
increase the management and advisory fees charged to the fund or its
shareholders;

- the sub-advisor(s) retained to manage a fund be unaffiliated with the
investment advisor, directors, trustees and officers of the investment
advisor and the fund;

- the investment advisor supervise and oversee the activities of the
sub-advisor on behalf of the fund;

- within 90 days of entering into a new sub-advisory contract, the fund
to furnish its shareholders with an information statement that
contains information about the sub-advisor and sub-advisory contract
that would otherwise be contained in a proxy statement, except as
modified to permit aggregate fee disclosure about the sub-advisory
fee; and

- a majority of the board not be interested persons, that those
directors select and nominate any other disinterested directors, and
that counsel to such board members be independent legal counsel (as
defined in the rules under the 1940 Act).

The Rule would also permit the Fund to disclose in its Statement of
Additional Information ("SAI") the aggregate compensation paid to sub-advisors,
without disclosing separately the specific fees paid to each sub-advisor.
Currently, specific fee information is required to be included both in proxy
statements relating to approval of a new sub-advisory agreement and in a fund's
SAI. Many sub-advisors charge for advisory services according to a predetermined
fee schedule. While sub-advisors may be willing to negotiate fees lower than the
predetermined fees, particularly with large institutional clients, they are
reluctant to do so where the fees are disclosed to other prospective and
existing customers. The ability to disclose the aggregate amount of sub-advisory
fees paid to all sub-advisors, rather than to each sub-advisor, would encourage
sub-advisors to negotiate lower sub-advisory fees with the Advisor.

FAIF and the Advisor currently have pending with the SEC an
application for an Order, the requirements of which are substantially similar to
the requirements of the Rule. Employment of the manager-of-managers arrangement
by the Advisor and the Fund is contingent upon (i) either receipt of an Order
from the SEC or the adoption of the Rule by the SEC, and (ii) approval by the
Fund's shareholders. Neither the Advisor, nor the Fund, can assure that the SEC
will either grant an Order or adopt Rule 15a-5 as currently proposed. However,
because the Board was calling the special shareholder meeting to seek
shareholder approval of Proposal 1, the Board determined to seek shareholder
approval of a manager-of-managers arrangement at the meeting to potentially
avoid additional meetings and proxy solicitation costs in the future.

Even if shareholders of the Fund approve this proposal, the manager-of
managers structure would not become effective until the Fund obtains an Order
from the SEC, or the SEC adopts proposed Rule 15a-5.

APPLICATION OF THE PROPOSED MANAGER-OF-MANAGERS ARRANGEMENT BY THE FUND

The Advisor intends to continue managing the Fund using the
"multi-style, multi-manager" approach, discussed above, and currently must
receive the approval of Fund shareholders to employ a new sub-advisor, replace
an existing sub-advisor with a new sub-advisor, materially change the terms of a
sub-advisory agreement, or continue the employment of an existing sub-advisor
when that sub-advisory agreement terminates because of an assignment of the
agreement. The proposed manager-of-managers arrangement would permit the
Advisor, as the Fund's investment manager, to appoint and replace unaffiliated
sub-advisors, and enter into and amend sub-advisory agreements with unaffiliated
sub-advisors on behalf of the Fund without shareholder approval. The
manager-of-managers arrangement is intended to enable the Fund to operate with
greater efficiency and help the Fund enhance performance by allowing the Advisor
to employ sub-advisors best suited to the needs of the Fund without incurring
the expense and delays associated with obtaining shareholder approval of
sub-advisors and related sub-advisory agreements. The Board has concluded that
it is in the best interests of the Fund and its shareholders to adopt a
"manager-of-managers" arrangement. A discussion of the factors considered by the
Board is set forth in the section below entitled "Board Approval of
Manager-of-Managers Arrangement."

The process of seeking shareholder approval is administratively
expensive, and may cause delays in executing changes that the Board and the
Advisor have determined are necessary or desirable. Some of the costs may be
borne by the Fund (and therefore indirectly by the Fund's shareholders). If
shareholders approve the policy authorizing a manager-of-managers arrangement
for the Fund, the Board would be able to act more quickly and with less expense
to appoint an unaffiliated sub-advisor, in instances in which the Board and the
Advisor believe that the appointment would be in the best interests of the Fund
and its shareholders.

If Proposal 2 is approved by shareholders of the Fund and the Fund
obtains an Order from the SEC, or the SEC adopts the Rule, shareholders will no
longer be asked to approve new sub-advisory agreements and amendments to
existing sub-advisory agreements. However, the Board will continue to oversee
the sub-advisor selection process to help ensure that the interests of
shareholders are protected whenever the Advisor would seek to select a
sub-advisor or modify a sub-advisory agreement. Specifically, the Board will
evaluate and approve all sub-advisory agreements as well as any modification to
an existing sub-advisory agreement. In reviewing new sub-advisory agreements or
modifications to existing sub-advisory agreements, the Board will analyze all
factors that it considers to be relevant to its determination, including the
sub-advisory fees, the nature, quality and scope of services to be provided by
the sub-advisor, the investment performance of the assets managed by the
sub-advisor in the particular style for which a sub-advisor is sought, as well
as the sub-advisor's compliance with federal securities laws and regulations.

Furthermore, operation of the Fund under the proposed
manager-of-managers arrangement would not: (i) permit investment management fees
paid by a Fund to the Advisor to be increased without shareholder approval, or
(ii) diminish the Advisor's responsibilities to the Fund, including the
Advisor's overall responsibility for the portfolio management services furnished
by a sub-advisor. Until receipt of an Order from the SEC and/or the adoption of
the Rule, the Advisor will only enter into new or amended sub-advisory
agreements with shareholder approval, to the extent required by applicable law.

Under the manager-of-managers arrangement, shareholders would receive
notice of, and information pertaining to, any new sub-advisory agreement or any
material change to a sub-advisory agreement. In particular, shareholders would
receive the same information about a new sub-advisory agreement and a new
sub-advisor that they would receive in a proxy statement related to their
approval of a new sub-advisory agreement in the absence of a manager-of-managers
arrangement, except that the Fund would not be required to provide specific
disclosure concerning the sub-advisory fees which are paid to individual
sub-advisors which are not affiliated with the Advisor. In each case,
shareholders would receive such notice and information within the timeframe
required by the Order or Rule, as applicable.

Consistent with the conditions contained in Orders granted by the SEC
and the proposed Rule, the Fund's Advisory Agreement explicitly provides that
the Advisor is required to supervise and oversee the activities of a sub-advisor
on behalf of the Fund.

If Proposal 2 is not approved by the shareholders of the Fund,
shareholder approval would continue to be required for the Advisor to enter into
new or materially amended sub-advisory agreements with respect to the Fund.

BOARD APPROVAL OF MANAGER-OF-MANAGERS ARRANGEMENT

At a meeting held February 22, 2006, the Board, including the
independent directors, unanimously approved the filing by FAIF and the Advisor
of the Order described above, which would permit the Fund, contingent upon
shareholder approval, to use a manager-of-managers structure. The Board
determined that (i) it would be in the best interest of Fund shareholders for
the Board to have the ability, without seeking shareholder approval, to approve
the Advisor's entering into and materially amending sub-advisory agreements,
inasmuch as this would avoid the expense and delay otherwise associated with
adding or changing sub-advisors and with changing contractual arrangements with
sub-advisors, and (ii) it would be in the best interest of Fund shareholders for
the Fund not to provide specific disclosure to shareholders and prospective
shareholders concerning the sub-advisory fees which are paid to individual
sub-advisors which are not affiliated with the Advisor, inasmuch as this might
enable the Advisor to negotiate discounts from such sub-advisors' "posted" fee
rates which would not be available if such disclosure were required. By written
action dated March 27, 2007, the Board recommended that shareholders approve the
use of a manager-of-managers structure, contingent upon either receipt of the
Order described above or the adoption of Rule 15a-5 by the SEC, and called a
meeting for the purposes of voting on that proposal.

BOARD RECOMMENDATION

THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS OF THE FUND VOTE
"FOR" APPROVAL OF THE MANAGER-OF-MANAGERS STRUCTURE.

VOTE REQUIRED FOR EACH PROPOSAL

Approval of each proposal requires the favorable vote of a majority of
the outstanding shares of the Fund, as defined in the 1940 Act, which means the
lesser of the vote of (i) 67% of the shares of the Fund present at a meeting
where more than 50% of the outstanding shares of the Fund are present in person
or by proxy, or (ii) more than 50% of the outstanding shares of the Fund.

ADDITIONAL INFORMATION ABOUT THE FUND

As of April 4, 2007, all directors and officers as a group owned less
than 1% of the outstanding shares of the Fund. As of that date, the following
persons were known to Fund management to be the beneficial owners of 5% or more
of the Fund.

Name and Address Number of
of Beneficial Owner Class Shares Owned Percent of Class
- ------------------- ----- ------------- ----------------

U.S. Bank, Trustee FBO Various Trust Clients(1) A 13,080.175 20.90%
Po Box 1787
Milwaukee, WI 53201-1787

Dean G Hlushko A 4,793.864 7.66%
1647 Chatham Ave
Arden Hills, MN 55112-3225

US Bancorp Investments Inc A 4,680.152 7.48%
60 Livingston Ave
Saint Paul, MN 55107-2292

US Bancorp Investments Inc A 3,977.973 6.35%
60 Livingston Ave
Saint Paul, MN 55107-2292

US Bancorp Investments Inc A 3,863.388 6.17%
60 Livingston Ave
Saint Paul, MN 55107-2292

Name and Address Number of
of Beneficial Owner Class Shares Owned Percent of Class
- ------------------- ----- ------------- ----------------

First Clearing LLC
James H U'Ren & Brenda E U'Ren JT TEN B 1,445.087 19.59%
8773 Knob Oak Cv
Germantown, TN 38139-4481

First Clearing LLN B 1,400.000 18.98%
Katrina Greganti
8877 Valley Mill Dr
Arlington, TN 38002-4643

FAF Advisors B 1,000.448 13.56%
Attn Lisa Isaacson
800 Nicollet Mall
Minneapolis, MN 55402-7000

First Clearing LLC B 799.615 10.84%
Morris H Stockdale Roth IRA
FCC as Cust
12186 N Shady Tree LN
Arlington, TN 38002-8733

LPL Financial Services B 586.510 7.95%
9785 Towne Centre Dr
San Diego, CA 92121-1968

US Bancorp Investments Inc B 576.924 7.82%
60 Livingston Ave
Saint Paul, MN 55107-2292

First Clearing LLC B 489.716 6.64%
Brenda E U'Ren IRA
FCC as Custodian
8773 Knob Oak Cv
Germantown, TN 38139-4481

First Clearing LLC B 489.716 6.64%
James H U'Ren IRA
FCC as Custodian
8773 Knob Oak Cv
Germantown, TN 38139-4481

First Clearing LLC B 479.386 6.50%
Justin S Davis
410 N Maple St
Covington, TN 38019-2116

Pershing LLC C 1,241.643 25.19%
Po Box 2052
Jersey City, NJ 07303-2052

Jeremy Seier & Heather Seier JTWROS C 1,146.132 23.25%
406 E Fox Run Ct
Mulvane, KS 67110-1131

FAF Advisors C 1,000.448 20.30%
Attn Lisa Isaacson
800 Nicollet Mall
Minneapolis, MN 55402-7000

US Bank NA Cust C 740.649 15.03%
Leonard J Manson SEP IRA
Leonard J Manson SEP Plan
5865 Woodland Rd
Winneconne, WI 54986-9756

Name and Address Number of
of Beneficial Owner Class Shares Owned Percent of Class
- ------------------- ----- ------------- ----------------

US Bank NA Cust C 421.897 8.56%
Michael J Henjy IRA
29722 Russell Rd
Pine City, MN 55063-5279

FAF Advisors R 1,000.538 100.00%
Attn Lisa Isaacson
800 Nicollet Mall
Minneapolis, MN 55402-7000

First American Strategy Funds, Inc.(2) Y 6,935,335.666 50.85%
800 Nicollet Mall
Minneapolis, MN 55402

U.S. Bank, Trustee FBO Various Trust Clients(1) Y 6,230,765.288 45.69%
Po Box 1787
Milwaukee, WI 53201-1787

(1) U.S. Bank National Association, the parent of the Advisor, serves as
trustee for the accounts of various trust clients. As trustee, U.S. Bank
has voting authority with respect to the Fund's outstanding shares
beneficially owned by these accounts and intends to vote "FOR" each
proposal.

(2) As affiliates of the Fund, the series of First American Strategy Funds,
Inc. are required to vote their shares in proportion to the votes cast by
the Fund's other outstanding shares.

ADDITIONAL INFORMATION ABOUT THE ADVISOR

The Advisor provides investment management services to individuals and
institutions, including corporations, foundations, pensions, and retirement
plans. As of December 31, 2006, the Advisor and its affiliates had more than
$100 billion in assets under management, including investment company assets of
more than $74 billion. The Advisor is a wholly owned subsidiary of U.S. Bank
National Association ("U.S. Bank"), 800 Nicollet Mall, Minneapolis, Minnesota
55402, a national banking association that has professionally managed accounts
for individuals, insurance companies, foundations, commingled accounts, trust
funds, and others for over 75 years. U.S. Bank is a subsidiary of U.S. Bancorp,
800 Nicollet Mall, Minneapolis, Minnesota 55402, which is a regional multi-state
bank holding company headquartered in Minneapolis, Minnesota that primarily
serves the Midwestern, Rocky Mountain and Northwestern states. U.S. Bancorp also
has various other subsidiaries engaged in financial services. At December 31,
2006, U.S. Bancorp and its consolidated subsidiaries had consolidated assets of
more than $219 billion, consolidated deposits of more than $124 billion and
shareholders' equity of $21.2 billion.

ADDITIONAL INFORMATION ABOUT HGI

The name and principal occupation of the principal executive officer
and each director of HGI are set forth below. The address of each such
individual is that of HGI. None of the officers or directors of the Fund are
officers, directors, or employees of HGI or any of its affiliates.

Name Principal Occupation
- ---- --------------------

Thomas L. Hansberger Chairman and Director of HGI; Chairman of Hansberger;
Director of HGI (HK) Ltd.; General Partner of SLW Family
LP

Ronald W. Holt, Jr. President and Chief Executive Officer of HGI

Wesley E. Freeman Director/Managing Director of Institutional Marketing of
HGI

The table below sets forth information regarding funds for which HGI
acts as investment advisor or sub-advisor that have an investment objective
similar to the investment objective of the Fund.

Contractual Annual Rates of
Compensation to Hansberger
Net Assets of the Fund (based on each Fund's Advisor or
Fund as of December 31, 2006 average daily net assets) Sub-Advisor
- ---- ----------------------- ---------------------------------------- -----------

Hansberger Institutional $309.3 million 1.00% on all assets(1) Advisor
Series - Emerging Markets
Fund

Hansberger Institutional $60.9 million 0.75% on all assets(1) Advisor
Series - International
Core Fund

Hansberger Institutional $569.2 million 0.75% on all assets(1)(2) Advisor
Series - International
Growth Fund

Hansberger Institutional $289.9 million 0.75% on all assets(1) Advisor
Series - International
Value Fund

Hansberger International $169.7 million 0.45% of the first $200 million Sub-Advisor
Fund 0.40% of amounts over $200 million

IXIS Equity Diversified $5.0 million (3) 0.45% of the first $250 million Sub-Advisor
Portfolio 0.40% of amounts over $250 million

IXIS Moderate Diversified $12.9 million (3) 0.45% of the first $250 million Sub-Advisor
Portfolio 0.40% of amounts over $250 million

ING International Capital $57.9 million 0.45% of the first $500 million(2) Sub-Advisor
Appreciation Fund 0.40% of the next $500 million
0.35% of assets in excess of $1 billion
Pacific Capital $219.7 million 0.60% of the first $75 million Sub-Advisor
International Stock Fund 0.35% of assets in excess of $75 million

MTB International Equity $57.4 million 0.60% on all assets Sub-Advisor
Fund

Vanguard International $3.0 billion (3) 0.475% of the first $50 million Sub-Advisor
Value Fund 0.15% of the next $450 million
0.12% of the next $500 million
0.11% of assets over $1 billion
The above "basic" fee is adjusted up
or down depending on the cumulative
investment performance of the fund
relative to its benchmark

IXIS Hansberger Global $45.4 million 0.70% on all assets Sub-Advisor
Emerging Markets Fund

IXIS Hansberger Emerging $29.4 million 0.70% on all assets Sub-Advisor
Latin American Fund

- ----------
(1) HGI has provided a letter agreement to the International Value Fund,
Emerging Markets Fund, International Growth Fund and International Core
Fund whereby Hansberger will waive a portion of its management fee (and, to
the extent necessary, bear other expenses) if total expenses, not including
brokerage, interest, taxes, deferred organizational and extraordinary
expenses, exceed 1.00% and 1.15% (1.25% and 1.40% for the Emerging Markets
Fund) for the Institutional and Advisor Class shares of each Fund,
respectively.

(2) HGI has voluntarily agreed to provide a breakpoint in the advisory fee of
the International Growth Fund such that Hansberger will reduce its
management fee from 0.75% to 0.70% on the combined assets of the
International Growth Fund and the ING International Capital Appreciation
Fund (a registered fund that is sub-advised by Hansberger). This breakpoint
may be discontinued at any time.

(3) HGI only manages a portion of this Fund's assets and other sub-advisors
manage the remaining portions of the Funds' assets. This amount reflects
the net assets of the portfolio that are managed by HGI.

HGI's investment process begins with a series of quantitative
screens that identify those companies with superior growth characteristics,
including superior profitability, secular growth, sustainable competitive
advantage, and strong capital structure. These screens are intended to identify
those companies that have consistently been industry and market leaders. The
result is HGI's "Star List" of companies. The Star List companies are then rated
based on their relative valuation and relative price momentum. Securities are
then selected from the Star List on the basis of fundamental company-by-company
analysis conducted on the top 100 to 125 stocks in the Star List. This
fundamental analysis is meant to identify factors overlooked in the quantitative
process, including the company's product line, management, market share, product
distribution and other elements that are prerequisites to the company's success
and staying power within its market. HGI generally sells a security if HGI's
price target is met, the company's fundamentals change, or if the portfolio is
fully invested and a better investment opportunity arises.

The following individuals have been primarily responsible, since the
Fund's inception in December 2006, for the day-to-day management of the
Sub-Advisory Portfolio managed by HGI: Thomas R. H. Tibbles, CFA, Barry A.
Lockhart, CFA, Trevor Graham, CFA, and Patrick Tan.

- Mr. Tibbles joined HGI in 1999 as Managing Director of Canada. Prior
to joining HGI, he was head of the Global Equity Team at Indago
Capital Management in Toronto, which was an affiliate of Canada Life.
He began his career in the investment industry in 1986.

- Mr. Lockhart joined HGI in 1999 and serves as Senior Vice President.
Prior to joining HGI, he was a portfolio manager of foreign equity
securities for Indago Capital Management. He began his career in the
investment industry in 1989.

- Mr. Graham joined HGI in 2004 and serves as Vice President, Research.
Prior to joining HGI, he maintained several different positions,
including portfolio management and fundamental analyst for Phillips,
Hager & North Investment Management Ltd., where he was employed from
1996 to 2004.

- Mr. Tan, Research Analyst, joined HGI in 1999. Prior to joining HGI,
he was an Analyst at Indago Capital Management from July 1997 to March
1999. He has more than five years of investment-related experience.

Mr. Tibbles, as team leader, has ultimate authority and veto power over all buy
and sell decisions. All team members are responsible for research coverage which
is assigned by global industry sectors, recommending stocks and recommending
subsequent buy and sell decisions.

SHAREHOLDER PROPOSALS

The Fund is not required to hold annual shareholder meetings. Since
the Fund does not hold regular meetings of shareholders, the anticipated date of
the next shareholder meeting cannot be provided. To be considered for inclusion
in the proxy statement for any subsequent meeting of shareholders, a shareholder
proposal must be submitted a reasonable time before the proxy statement for the
meeting is mailed. Whether a proposal is included in the proxy statement will be
determined in accordance with applicable federal and state laws. The timely
submission of a proposal does not guarantee its inclusion.

By order of the Board of Directors,

/s/ Kathleen L. Prudhomme
----------------------------------------
Kathleen L. Prudhomme
Secretary

April 16, 2007

EXHIBIT A

INVESTMENT SUB-ADVISORY AGREEMENT

FIRST AMERICAN INVESTMENT FUNDS, INC.
INTERNATIONAL SELECT FUND

THIS AGREEMENT is made as of the 22nd day of February, 2007, between
FAF Advisors, Inc., a Delaware corporation (the "Advisor") and Hansberger Global
Investors, Inc., a Delaware corporation (the "Sub-Advisor").

WHEREAS, the Advisor acts as the investment advisor for International
Select Fund (the "Fund"), a series of First American Investment Funds, Inc.
("FAIF"), pursuant to an investment advisory agreement between the Advisor and
FAIF (the "Advisory Agreement");

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;

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");

WHEREAS, the Advisor and the Sub-Advisor entered into an Investment
Sub-Advisory Agreement, dated as of November 27, 2006, (the "Prior Agreement"),
whereby the Advisor retained the Sub-Advisor to act as investment sub-advisor
for that portion of the Fund's assets that the Advisor has determined to
allocate to the Sub-Advisor, and the Sub-Advisor has been rendering such
services to the Fund pursuant to the terms and conditions set forth in the Prior
Agreement;

WHEREAS, Hansberger Group, Inc. ("Hansberger"), the parent company of
the Sub-Advisor, is a party to a certain Stock Purchase Agreement, dated as of
November 15, 2006 (the "Stock Purchase Agreement"), by and between Hansberger,
certain stockholders of Hansberger and IXIS Asset Management US Group, L.P
("IXIS");

WHEREAS, pursuant to the Stock Purchase Agreement, IXIS, currently a
minority stockholder of Hansberger, will acquire a majority of the issued and
outstanding capital stock of Hansberger;

WHEREAS, the closing of the proposed transactions contemplated by the
Stock Purchase Agreement will result in an assignment of the Prior Agreement for
purposes of the Investment Company Act of 1940, as amended (the "1940 Act");

WHEREAS, pursuant to the terms of the Prior Agreement, the Prior
Agreement will terminate upon an assignment of the Prior Agreement for purposes
of the 1940 Act;

WHEREAS, effective upon the closing of the transactions contemplated
by the Stock Purchase Agreement (the "Effective Date"), the Prior Agreement will
terminate and be of no further force and effect and this Agreement will become
effective;

WHEREAS, in the event that this Agreement has not been approved by a
majority of the outstanding voting securities of the Fund (as defined in the
1940 Act) before the assignment, Rule 15a-4 permits the Sub-Advisor to continue
to provide services to the Fund for a period of 150 days after the Effective
Date, subject to certain conditions; and

WHEREAS, the Board of Directors of FAIF has approved this Agreement
and the Sub-Advisor is willing to furnish such services upon the terms and
conditions herein set forth.

A-1

NOW, THEREFORE, in consideration of the foregoing and of the mutual
covenants contained herein, the parties agree as follows:

1. Appointment of Sub-Advisor. The Advisor desires to engage and
hereby appoints the Sub-Advisor to act 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 (referred to herein as the "Sub-Advisory
Portfolio"). The Sub-Advisor accepts the appointment and agrees to furnish the
services described herein for the compensation set forth below.

2. Duties of Sub-Advisor.

The Sub-Advisor is hereby employed and authorized to conduct a
continual program of investment, evaluation and, if appropriate, sale and
reinvestment of the assets in the Sub-Advisory Portfolio. In connection
therewith, the Sub-Advisor will (a) make investment decisions for the
Sub-Advisory Portfolio; (b) place purchase and sale orders for portfolio
transactions in the Sub-Advisory Portfolio; and (c) employ professional
portfolio managers and securities analysts to provide research services relating
to the Sub-Advisory Portfolio. Subject to the supervision of the Board and the
Advisor, the Sub-Advisor will manage the assets in the Sub-Advisory Portfolio in
accordance with (a) the Fund's investment objective(s), policies and
restrictions stated in the Prospectus, the SAI and the Charter Documents (as
such terms are defined below), (b) the Guidelines (as such term is defined
below), and (c) applicable laws and regulations. In managing the Sub-Advisory
Portfolio, the Sub-Advisor will not consider any other securities, cash or other
investment the Fund owns. The duties of the Sub-Advisor with respect to the
Sub-Advisory Portfolio shall be confined to those set forth herein.

The Advisor has furnished to the Sub-Advisor the Fund's compliance
procedures pursuant to Rules 10f-3, 17a-7, and 17e-1 under the 1940 Act)
(collectively, the "Compliance Procedures"), the Articles of Incorporation and
Bylaws of FAIF, each as amended to date (the "Charter Documents"), the currently
effective prospectus (the "Prospectus") and statement of additional information
(the "SAI") of the Fund, the resolution of the Board approving the form of this
Agreement, the resolution of the Board selecting the Advisor as investment
advisor to the Fund and approving the form of the Advisory Agreement, the
resolution adopted by the initial shareholder of the Fund approving the form of
Advisory Agreement, and the Advisory Agreement. The Advisor agrees, on an
ongoing basis, to provide to the Sub-Advisor, as promptly as practicable, copies
of all amendments and supplements to the Compliance Procedures, the Prospectus
and the SAI and amendments to the Charter Documents. The Advisor has furnished
to the Sub-Advisor all written guidelines (the "Guidelines") setting forth
additional operating policies and procedures, including any limitations on the
types of securities and other investment products in which the Fund is permitted
to invest or on investment activities in which the Fund is permitted to engage.
The Advisor retains the right, on prior written notice to the Sub-Advisor, to
modify the Guidelines at any time and in any manner. The Sub-Advisor shall
either comply with the amended Guidelines in accordance with a reasonable
timeline agreed upon by the Advisor and Sub-Advisor or terminate this Agreement
in accordance with Section 11 below.

3. Brokerage. In selecting brokers or dealers to execute transactions
on behalf of the Fund, the Sub-Advisor will seek the best overall terms
available. In assessing the best overall terms available for any transaction,
the Sub-Advisor will consider factors it deems relevant, including, without
limitation, the breadth of the market in the security, the price of the
security, the financial condition and execution capability of the broker or
dealer and the reasonableness of the commission, if any, for the specific
transaction and on a continuing basis. In selecting brokers or dealers to
execute a particular transaction, and in evaluating the best overall terms
available, the Sub-Advisor is authorized to consider brokerage and research
services (within the meaning of Section 28(e) of the Securities Exchange Act of
1934, as amended). The Sub-Advisor will not execute any portfolio transactions
with a broker or dealer which is an "affiliated person" (as defined in the 1940
Act) of the Sub-Advisor or the Advisor, except pursuant to the Board's approved
17e-1 Policies and Procedures for affiliated brokerage transactions. The Advisor
will provide the Sub-Advisor with a list of brokers and dealers that are
"affiliated persons" of the Advisor.

4. Proxy Voting. The Sub-Advisor shall vote all proxies with respect
to securities held in the Sub-Advisory Portfolio in accordance with the
Sub-Advisor's proxy voting guidelines and procedures in effect from time to
time. In the event material changes are made to such proxy voting guidelines,
the Sub-Advisor agrees to provide the Advisor with a copy of the revised proxy
voting guidelines. The Advisor agrees to instruct the Fund's custodian to
forward all proxy materials and related shareholder communications to the
Sub-Advisor promptly upon receipt. The Sub-Advisor agrees to promptly inform the
Advisor and the Fund of any conflict of interest of which the Sub-

A-2

Advisor is aware that the Sub-Advisor has in voting proxies with respect to
securities held in the Sub-Advisory Portfolio. The Sub-Advisor shall not be
liable with regard to voting of proxies or other corporate actions if the proxy
materials and related communications are not received in a timely manner.

5. Information Provided to the Advisor.

(a) The Sub-Advisor will keep the Advisor informed of developments
materially affecting the Fund and will, on its own initiative, furnish the
Advisor from time to time with whatever information the Sub-Advisor believes is
appropriate for this purpose.

(b) The Sub-Advisor will confer with the Advisor as the Advisor may
reasonably request regarding the investment and management of the Sub-Advisory
Portfolio. The Sub-Advisor will not advise the Advisor or act for the Advisor or
the Fund in any legal proceedings, including bankruptcies or class actions,
involving securities in the Sub-Advisory Portfolio or the issuers of the
securities.

(c) The Sub-Advisor agrees to comply with all reporting requirements
that the Board or the Advisor reasonably adopt and communicate to the
Sub-Advisor in writing, including reporting requirements related to performance
of the Sub-Advisory Portfolio, brokerage practices, and proxy voting.

(d) The Sub-Advisor agrees to furnish the information requested of the
Sub-Advisor, as set forth in the Fund's Valuation Policies and Procedures, as
currently existing or hereafter modified, including, without limitation,
advising the Advisor as soon as practicable of any "significant event" (as
defined in the Valuation Policies and Procedures) relating to, or affecting the
value of, any security or other asset held in the Sub-Advisory Portfolio. A copy
of the current Valuation Policies and Procedures is attached as Exhibit A. The
Advisor agrees to notify the Sub-Advisor of any modification to the Valuation
Policies and Procedures applicable to the Sub-Advisor in a timely manner.

(e) The Sub-Advisor has provided the Advisor with a true and complete
copy of its compliance policies and procedures that are reasonably designed to
prevent violations of the "federal securities laws" (as such term is defined in
Rule 38a-1 under the 1940 Act) and Rule 206(4)-7 under the Investment Advisers
Act of 1940, as amended (the "Advisers Act") (the "Sub-Advisor Compliance
Policies"). The Sub-Advisor's chief compliance officer (the "Sub-Advisor CCO")
shall provide to FAIF's Chief Compliance Officer (the "FAIF CCO") or his or her
delegate, promptly (and in no event more than 10 business days) after the
occurrence of the triggering event, the following:

(i) a report of any material changes to the Sub-Advisor Compliance
Policies;

(ii) a report of any "material compliance matters," as defined by Rule
38a-1 under the 1940 Act, that have occurred in connection with the
Sub-Advisor Compliance Policies;

(iii) a copy of a summary of the Sub-Advisor CCO's report with respect
to the annual review of the Sub-Advisor Compliance Policies pursuant
to Rule 206(4)-7 under the Advisers Act; and

(iv) an annual (or more frequently as the FAIF CCO may request)
certification regarding the Sub-Advisor's compliance with Rule
206(4)-7 under the Advisers Act and Section 38a-1 under the 1940 Act
as well as the foregoing sub-paragraphs (i) - (iii).

(f) The Sub-Advisor will timely notify the Advisor of any material
violations by the Sub-Advisor of the Fund's investment policies or restrictions,
the Guidelines, or any applicable law or regulation.

6. Standard of Care. The Sub-Advisor shall exercise its best judgment
in rendering the services described in paragraphs 2, 3 and 4 above. The
Sub-Advisor shall not be liable for any error of judgment or mistake of law or
for any loss suffered by the Fund or the Advisor in connection with the matters
to which this Agreement relates, except a loss resulting from willful
misfeasance, bad faith or gross negligence on the Sub-Advisor's part in the
performance of its duties or from reckless disregard by the Sub-Advisor of its
obligations and duties under this

A-3

Agreement (each such act or omission shall be referred to as "Disqualifying
Conduct"). Neither the Sub-Advisor nor its members, partners, officers,
employees and agents shall be liable to the Advisor, the Fund, its shareholders
or any other person (a) for the acts, omissions, errors of judgment or mistakes
of law of any other fiduciary or other person with respect to the Fund or (b)
for any failure or delay in performance of the Sub-Advisor's obligations under
this Agreement arising out of or caused, directly or indirectly, by
circumstances beyond its reasonable control, including, without limitation, acts
of civil or military authority, national emergencies, labor difficulties, fire,
mechanical breakdowns, flood or catastrophe, acts of God, insurrection, war,
riots or failure of the mails, transportation, communication or power supply.

The Sub-Advisor does not guarantee the future performance of the
Sub-Advisory Portfolio or any specific level of performance, the success of any
investment decision or strategy that the Sub-Advisor may use, or the success of
the Sub-Advisor's overall management of the Sub-Advisory Portfolio. The Advisor
understands that investment decisions made for the Fund by the Sub-Advisor are
subject to various market, currency, economic, political and business risks, and
that those investment decisions will not always be profitable.

7. Compensation.

(a) In consideration of the services rendered pursuant to this
Agreement, the Advisor will pay the Sub-Advisor on the fifth business day of
each month a fee for the previous month according to the attached Schedule A;
provided that, until this Agreement has been approved in accordance with Section
11(a) hereof, such compensation shall be payable to an interest bearing escrow
account with the Fund's custodian bank. The fee for the period from the date of
this Agreement to the end of the calendar month shall be prorated according to
the proportion that such period bears to the full monthly period. Upon any
termination of this Agreement before the end of a month, the fee for such part
of that month shall be prorated according to the proportion that such period
bears to the full monthly period and shall be payable upon the date of
termination of this Agreement. For the purpose of determining fees payable to
the Sub-Advisor, the value of the net assets of the Sub-Advisory Portfolio shall
be computed at the times and in the manner specified in the Prospectus and/or
the SAI.

(b) With respect to compensation paid to the escrow account described
in Section 7(a) hereof, if this Agreement is approved in accordance with Section
11(a) hereof, the amount in such escrow account with respect to the Fund shall
be paid to the Sub-Advisor on the date of such approval. If this Agreement is
not approved in accordance with Section 11(a) hereof, the Sub-Advisor shall be
paid, out of such escrow account, the lesser of (i) any costs reasonably
incurred by the Sub-Advisor in performing this Agreement, as approved by the
Board of Directors of FAIF (the "Board"), plus interest earned on that amount
while in escrow, or (ii) the total amount in such escrow account (plus interest
accrued thereon).

8. Expenses. The Sub-Advisor will bear all of its expenses in
connection with the performance of its services under this Agreement. All other
expenses to be incurred in the operation of the Fund will be borne by the Fund,
except to the extent specifically assumed by the Sub-Advisor. The expenses to be
borne by the Fund include, without limitation, the following: organizational
costs, taxes, interest, brokerage fees and commissions, directors' fees,
Securities and Exchange Commission fees and state Blue Sky qualification fees,
advisory fees, charges of custodians, transfer and dividend disbursing agents'
fees, certain insurance premiums, outside auditing and legal expenses, costs of
independent pricing services, costs of maintaining existence, costs attributable
to investor services (including, without limitation, telephone and personnel
expenses), costs of preparing and printing prospectuses and SAIs for regulatory
purposes and for distribution to existing stockholders, costs of stockholders'
reports and meetings, and any extraordinary expenses.

9. Services to Other Companies or Accounts. The Advisor understands
that the Sub-Advisor now acts, will continue to act and may act in the future as
investment advisor to fiduciary and other managed accounts and as investment
advisor to other investment companies, and the Advisor has no objection to the
Sub-Advisor so acting, provided that whenever the Sub-Advisory Portfolio and one
or more other accounts or investment companies advised by the Sub-Advisor have
available funds for investment, investments suitable and appropriate for each
will be allocated in accordance with a methodology believed to be equitable to
each entity. The Sub-Advisor agrees to similarly allocate opportunities to sell
securities. The Advisor recognizes that, in some cases, this procedure may limit
the size of the position that may be acquired or sold for the Fund. In addition,
the Advisor understands that the persons employed by the Sub-Advisor to assist
in the performance of the Sub-Advisor's duties hereunder will not

A-4

devote their full time to such service and nothing contained herein shall be
deemed to limit or restrict the right of the Sub-Advisor or any affiliate of the
Sub-Advisor to engage in and devote time and attention to other business or to
render services of whatever kind or nature.

10. Books and Records. In compliance with the requirements of Rule
31a-3 under the 1940 Act, the Sub-Advisor hereby agrees that all records which
it specifically maintains for the Fund are the property of the Fund and further
agrees to surrender promptly to the Fund copies of any of such records upon the
Fund's or the Advisor's request. The Sub-Advisor further agrees to preserve for
the periods prescribed by Rule 31a-2 under the 1940 Act the records relating to
its activities hereunder required to be maintained by Rule 31a-1 under the 1940
Act and to preserve the records relating to its activities hereunder required by
Rule 204-2 under the Advisors Act for the period specified in said Rule.

11. Term of Agreement.

(a) This Agreement shall take effect on the Effective Date. In the
event that the Effective Date has not occurred on or before June 1, 2007, this
Agreement shall be void ab initio and neither the Sub-Advisor nor the Advisor
shall have any rights, duties or obligations hereunder. Unless this Agreement
has been approved by a majority of the outstanding voting securities of the Fund
(as defined in the 1940 Act), this Agreement shall terminate one hundred fifty
(150) days after the Effective Date. During this period, this Agreement is
terminable (i) at any time without penalty on 10 days' notice by the Advisor, by
the Sub-Advisor or the Board or (ii) by vote of the lesser of (A) 67% of the
shares of the Fund represented at a meeting if holders of more than 50% of the
outstanding shares are present in person or by proxy, or (B) more than 50% of
the outstanding shares of the Fund.

(b) If this Agreement is approved in accordance with Section 11(a)
hereof, then unless sooner terminated, this Agreement shall continue in effect
for a period of two years from the Effective Date. Thereafter, this Agreement
shall continue automatically for successive annual periods, provided such
continuance is specifically approved at least annually by the Board in the
manner required by the 1940 Act. This Agreement is terminable, without penalty,
on 60 days' written notice (the date of termination may be less than 60 days
after the written notice of termination so long as the duration of the notice
period is agreed upon by the Advisor and Sub-Advisor) by the Advisor, by FAIF's
Board, by vote of a majority of the Fund's outstanding voting securities, or by
the Sub-Advisor, and will immediately terminate upon termination of the Advisory
Agreement. This Agreement also will terminate automatically in the event of its
assignment (as defined in the 1940 Act).

12. Trade Settlement at Termination. Termination will be without
prejudice to the completion of any transaction already initiated. On, or after,
the effective date of termination, the Sub-Advisor shall be entitled, without
prior notice to the Advisor or the Fund, to direct the Fund's custodian to
retain and/or realize any assets of the Fund as may be required to settle
transactions already initiated. Following the date of effective termination, any
new transactions will only be executed by mutual agreement between the Advisor
and the Sub-Advisor.

13. Indemnification.

(a) The Advisor agrees to indemnify and hold harmless the Sub-Advisor
and its members, partners, officers, employees, agents, successors and assigns
(each a "Sub-Advisor Indemnified Person") from and against any and all claims,
losses, liabilities or damages (including reasonable attorneys' fees and other
related expenses) to which any Sub-Advisor Indemnified Person may become subject
as a result of the Advisor's material breach of this Agreement or as a result of
the Advisor's willful misfeasance, bad faith, gross negligence or reckless
disregard of its obligations and duties hereunder or violation of applicable
law; provided, however, that no Sub-Advisor Indemnified Person shall be
indemnified for any claim, loss, liability or damage that may be sustained as a
result of the Sub-Advisor's Disqualifying Conduct.

(b) The Sub-Advisor agrees to indemnify and hold harmless the Advisor
and the Fund and their respective shareholders, members, partners, directors,
officers, employees, agents, successors and assigns (each an "Advisor
Indemnified Person") from and against any and all claims, losses, liabilities or
damages (including reasonable attorney's fees and other related expenses) to
which any Advisor Indemnified Person may become subject as a result of the
Sub-Advisor's material breach of this Agreement or as a result of the
Sub-Advisor's willful misfeasance, bad faith, gross negligence or reckless
disregard of its obligations and duties hereunder or violation of

A-5

applicable law; provided, however, that no Advisor Indemnified Person shall be
indemnified for any claim, loss, liability or damage that may be sustained as a
result of the Advisor's Disqualifying Conduct.

14. Delegation to Third Parties. Except where prohibited by applicable
law or regulation, the Sub-Advisor may delegate or may employ a third party to
perform any accounting, administrative, reporting and ancillary services
required to enable the Sub-Advisor to perform its functions under this
Agreement. Notwithstanding any other provision of the Agreement, the Sub-Advisor
may provide information about the Advisor and the Fund to any such third party
for the purposes of this paragraph, provided that the third party is subject to
a confidentiality agreement that specifically prevents the misuse of any such
information, including portfolio holdings. The Sub-Advisor will act in good
faith and with due diligence in the selection, use and monitoring of third
parties and shall be solely responsible for any loss, mistake, gross negligence
or misconduct caused by such third party.

15. Disclosure.

(a) Neither the Advisor, on its own behalf or on behalf of the Fund,
or the Sub-Advisor shall disclose information of a confidential nature acquired
in consequence of this Agreement, except for information that they may be
entitled or bound to disclose by law, regulation or that is disclosed to their
advisors where reasonably necessary for the performance of their professional
services or, in the case of the Sub-Advisor, as permitted in accordance with
Section 14 of this Agreement.

(b) Notwithstanding the provisions of Subsection 15(a), to the extent
that any market counterparty with whom the Sub-Advisor deals requires
information relating to the Fund (including, but not limited to, the identity of
the Advisor or the Fund and market value of the Fund), the Sub-Advisor shall be
permitted to disclose such information to the extent necessary to effect
transactions on behalf of the Fund in accordance with the terms of this
Agreement.

(c) Notwithstanding the provisions of Subsections 15(a) and 15(b), the
Sub-Advisor acknowledges that the Advisor and the Fund intend to rely on Rule
17a-7, Rule 17a-10, Rule 10f-3, Rule 12d3-1 and Rule 17e-1 under the 1940 Act,
and the Sub-Advisor hereby agrees that it (i) shall not consult with any other
Sub-Advisor to the Fund with respect to transactions in securities for the
Sub-Advisory Portfolio or any other transactions of Fund assets and (ii) will
provide advice and otherwise perform services hereunder exclusively with respect
to the Sub-Advisory Portfolio of the Fund.

16. Instruction to Custodian. The Sub-Advisor shall not have control
of the investments or cash, including the investment of such cash, in the Fund
but shall have authority to issue to the Fund's custodian such instructions as
it may consider appropriate in connection with the settlement of any transaction
relating to the Sub-Advisory Portfolio that it has initiated. In addition, the
Fund's custodian shall be responsible for executing all foreign exchange
transactions made or required to be made in conjunction with settling the
purchase and sale of securities in the Sub-Advisory Portfolio. The Advisor shall
ensure that the Fund's custodian is obliged to comply with any instructions of
the Sub-Advisor given in accordance with this Agreement. The Sub-Advisor will
not be responsible for supervising the Fund's custodian.

17. Anti-Money Laundering. The Advisor, on its own behalf and on
behalf of the Fund, confirms that where it is acting as principal or where it is
acting on behalf of another person (notwithstanding that it enters into this
Agreement and any transactions as principal), it is in compliance with the
anti-money laundering regulations that apply to it. The Advisor shall provide
any document or information to the Sub-Advisor that the Sub-Advisor may request
for complying with its own anti-money laundering regulations.

18. Representations and Warranties.

(a) The Advisor represents and warrants to the Sub-Advisor that the
Advisor:

(i) has full power and authority to appoint the Sub-Advisor to
manage the Fund in accordance with the terms of this Agreement;
and

A-6

(ii) this Agreement is valid and has been duly authorized by
appropriate action of the Advisor, the Board and the Fund's
shareholders, does not violate any obligation by which the
Advisor is bound, and when so executed and delivered, will be
binding upon the Advisor in accordance with its terms subject to
applicable bankruptcy, insolvency, reorganization or similar laws
affecting creditors' rights generally and general principles of
equity.

(b) The Sub-Advisor represents and warrants to the Advisor that the
Sub-Advisor:

(i) is registered as an "investment adviser" under the Advisers
Act;

(ii) is not currently the subject of, and has not been the
subject of during the last three (3) years, any enforcement
action by a regulator; and

(iii) maintains insurance coverage in an appropriate amount and
shall upon request provide to the Advisor any information it may
reasonably require concerning the amount of or scope of such
insurance.

19. Miscellaneous.

(a) Notices. All notices provided for by this Agreement shall be in
writing and shall be deemed given when received, against appropriate receipt, by
the President with a copy to the General Counsel in the case of the Sub-Advisor
and the Advisor's General Counsel in the case of the Advisor, or such other
person as a party shall designate by notice to the other parties.

(b) Amendment. This Agreement may be amended at any time, but only by
written agreement between the Advisor and the Sub-Advisor, which amendment must
be approved by the Board in the manner required by the 1940 Act.

(c) Entire Agreement. This Agreement constitutes the entire agreement
among the parties hereto and supersedes any prior agreement among the parties
relating to the subject matter hereof.

(d) Severability. If any provision of this Agreement will be held or
made invalid by a court decision, statute, rule or otherwise, the remainder of
this Agreement will not be affected thereby.

(e) Headings. The paragraph headings of this Agreement are for
convenience of reference and do not constitute a part hereof.

(f) Governing Law. This Agreement shall be governed in accordance with
the internal laws of the State of Delaware, without giving effect to principles
of conflict of laws.

(g) Use of Sub-Advisor's Name. The Fund and the Advisor agree to
submit any proposed sales literature that mentions the Sub-Advisor (other than
identifying the Sub-Advisor as Sub-Advisor to the Fund) to the Sub-Advisor for
review prior to use and the Sub-Advisor agrees to promptly review such materials
by a reasonable and appropriate deadline. The Advisor agrees to cause the
Advisor and the Fund's distributor to promptly review all such sales literature
for compliance with relevant requirements, to promptly advise the Sub-Advisor of
any deficiencies contained in such sales literature, and to promptly file
complying sales literature with the relevant regulatory authorities. Neither the
Advisor, nor the Fund nor any affiliate of the foregoing will use the registered
trademarks, service marks, logos, names or any other proprietary designations of
Sub-Advisor, its subsidiaries and/or affiliates (collectively, "Sub-Advisor
Marks") in any advertising or promotional materials without Sub-Advisor's prior
written approval, which will not be unreasonably withheld. Advisor and
Sub-Advisor will work together to develop mutually agreeable standards and
procedures for the review of materials bearing Sub-Advisor Marks to facilitate
the efficient creation and use of such advertising or promotional materials.

A-7

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed by their respective duly authorized representatives as of the date
first written above.

FAF Advisors, Inc.

By: /s/ Joseph M. Ulrey, III
------------------------------------
Name: Joseph M. Ulrey, III
Title: Chief Financial Officer

Hansberger Global Investors, Inc.

By: /s/ Ronald W. Holt, Jr.
------------------------------------
Name: Ronald W. Holt, Jr.
Title: President

A-8

SCHEDULE A

Pursuant to Section 7, the Advisor shall pay the Sub-Advisor
compensation for services rendered to the Fund, calculated daily and paid
monthly, at the annual rates set forth in the following table. Such rates are
based on the average daily net assets of the Sub-Advisory Portfolio.

SUB-ADVISORY PORTFOLIO ASSETS FEE PER ANNUM
- ----------------------------- -------------

First $100 million 0.45%
Next $325 million 0.40%
Next $112.5 million 0.35%
Over $537.5 million 0.30%

A-9

FIRST AMERICAN INVESTMENT FUNDS, INC.
800 Nicollet Mall
Minneapolis, Minnesota 55402

THIS PROXY IS SOLICITED ON
BEHALF OF THE BOARD OF DIRECTORS

The undersigned appoints Charles D. Gariboldi, Kathleen L. Prudhomme, Jeffery M.
Wilson and Richard J. Ertel, or any one of them, as proxies of the undersigned,
with full power of substitution, to vote all shares of International Select Fund
(the "Fund") held by the undersigned on April 4, 2007, at a special shareholders
meeting of the Fund, to be held at the offices of FAF Advisors, Inc., located at
800 Nicollet Mall, Minneapolis, Minnesota 55402, on May 17, 2007, at 10:00 a.m.,
Central time, and at any adjournment thereof, with all powers the undersigned
would possess if present in person. All previous proxies given with respect to
the meeting are revoked. Receipt of the notice of special meeting and the
accompanying proxy statement is hereby acknowledged.

This proxy will be voted as instructed on the matters set forth below. It is
understood that if no choice is specified, this proxy will be voted "FOR" such
item. Upon all other matters the proxies shall vote as they deem in the best
interests of the Fund.

1. To approve an investment sub-advisory agreement between FAF Advisors,
Inc. and Hansberger Global Investors, Inc. with respect to the Fund.

_____ FOR _____ AGAINST _____ ABSTAIN

2. To authorize a "manager-of-managers" structure for the Fund whereby
FAF Advisors, Inc., under certain circumstances, will be able to hire
and replace sub-advisors to the Fund without obtaining shareholder
approval.

_____ FOR _____ AGAINST _____ ABSTAIN

Please sign, date and return promptly in the enclosed envelope.

Note: Please sign exactly as your name appears on this proxy. When signing in a
fiduciary capacity, such as executor, administrator, trustee, attorney,
guardian, etc., please so indicate. Corporate and partnership proxies should be
signed by an authorized person indicating the person's title.

Dated: _____________, 2007

- ----------------------------------------
Signature(s) (Title(s), if applicable)

You may also vote by touch tone phone or the Internet. Call toll free
1-888-221-0697 or access www.proxyweb.com. See the enclosed insert for further
instructions on voting by phone or Internet.

YOUR VOTE IS IMPORTANT!

PLEASE VOTE YOUR PROXY TODAY!

You have four easy ways to vote - please read the accompanying proxy statement
and choose the method that's most convenient for you.

- VOTE BY TELEPHONE. Call our toll-free dedicated voting number
1-888-221-0697. The voting site is open 24 hours a day, 7 days a week.
For each proxy card received, enter the CONTROL NUMBER printed on the
card and follow the recorded instructions. Your vote will be confirmed
at the end of the call.

- VOTE ON THE INTERNET. Log on to our Internet voting web site -
WWW.PROXYWEB.COM and enter your CONTROL NUMBER. Follow the on-screen
instructions. Vote each proxy card received separately. You may
request an e-mail confirmation of your vote.

- VOTE BY MAIL. Simply vote and sign the enclosed proxy card(s) and
return it in the enclosed postage-paid reply envelope. NOTE: PLEASE DO
NOT RETURN YOUR PROXY CARD(S) IF YOU VOTE BY PHONE, INTERNET OR FAX.

- VOTE IN PERSON. You may vote in person at the special shareholders
meeting to be held on Thursday, May 17, 2007, at the offices of the
fund's investment advisor, located at 800 Nicollet Mall, Minneapolis,
Minnesota 55402.

Please accept our thanks for your cooperation and prompt attention to this
matter. YOUR VOTE IS VERY IMPORTANT AND WILL HELP SAVE THE EXPENSE OF A
FOLLOW-UP REQUEST.