AMENDMENT TO SUBADVISORY AGREEMENT WESTERN ASSET MANAGEMENT COMPANY

SUB-ITEM 77Q1: Exhibit D

AMENDMENT TO SUBADVISORY AGREEMENT

WESTERN ASSET MANAGEMENT COMPANY

     AMENDMENT made as of this 26^th day of December, 2007 to the Subadvisory Agreement dated October 17, 2005 as amended (the “Agreement”), between Xxxx Xxxxxxx Investment Management Services, LLC, a Delaware limited liability company (the “Adviser”), and Western Asset Management Company, a Delaware corporation (the “Subadviser”). In consideration of the mutual covenants contained herein, the parties agree as follows:

1.	CHANGE IN APPENDIX A
	Appendix A of the Agreement relating to compensation of the Subadviser is amended to add the Floating Rate Income Fund.
2.	EFFECTIVE DATE

     This Amendment shall become effective with respect to the Floating Rate Income Fund on the later to occur of: (i) approval of the Amendment by the Board of Trustees of Xxxx Xxxxxxx Funds II , (ii) execution of the Amendment, or (iii) immediately after the effective time of the resignation of the existing subadviser to the Floating Rate Income Fund.

(THE REMAINDER OF THIS SPACE HAS BEEN INTENTIONALLY LEFT BLANK)

     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed under seal by their duly authorized officers as of the date first mentioned above.

XXXX XXXXXXX INVESTMENT MANAGEMENT
SERVICES, LLC
By:		/s/Xxxxx X. Xxxxx
		Xxxxx X. Xxxxx
		Executive Vice President
WESTERN ASSET MANAGEMENT COMPANY
By:		/s/Xxxxx X. Xxxxx
		Name:		Xxxxx X. Xxxxx
		Title:		Director of Global Client
				Services & Marketing

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APPENDIX A

     The Subadviser shall serve as investment subadviser for the following portfolio (the “Portfolio”) of Xxxx Xxxxxxx Funds II (the “Trust”). The Adviser will pay the Subadviser, as full compensation for all services provided under this Agreement, the fee computed separately for the Portfolio at an annual rate as follows (the "Subadviser Percentage Fee"):

Portfolio		All Asset Levels
Floating Rate Income Fund

     The Subadviser Percentage Fee for the Portfolio shall be accrued for each calendar day and the sum of the daily fee accruals shall be paid monthly to the Subadviser. The daily fee accruals will be computed by multiplying the fraction of one over the number of calendar days in the year by the applicable annual rate described in the preceding paragraph, and multiplying this product by the net assets of the Portfolio as determined in accordance with the Trust's prospectus and statement of additional information as of the close of business on the previous business day on which the Trust was open for business.

     If this Agreement becomes effective or terminates before the end of any month, the fee (if any) for the period from the effective date to the end of such month or from the beginning of such month to the date of termination, as the case may be, shall be prorated according to the proportion which such period bears to the full month in which such effectiveness or termination occurs.

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