AMENDMENT TO SUBADVISORY AGREEMENT T. Rowe Price Associates, Inc.

SUB-ITEM 77Q1: Exhibit F

AMENDMENT TO SUBADVISORY AGREEMENT X. Xxxx Price Associates, Inc.

     AMENDMENT made as of this 14th 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 X. Xxxx Price Associates, Inc., a Maryland 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, “Compensation of Subadviser,” is hereby amended to add the following portfolio:

U.S. Global Leaders Growth Fund

2. SUBADVISORY AGREEMENT

     In all other respects, the Agreement is confirmed and remains in full force and effect.

3. EFECTIVE DATE

     This Amendment shall become effective on the later to occur of (i) approval of this amendment by the Trustees of the Xxxx Xxxxxxx Fund II, (ii) the date of its execution and (iii) immediately after the effective time of the resignation of the existing subadviser to the U.S. Global Leaders Growth Fund.

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     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 Xxxxxx

      Xxxxx Xxxxxx

      Executive Vice President

X. Xxxx Price Associates, Inc.

By: /s/Xxxxxxx X. Xxxxxx

      Xxxxxxx X. Xxxxxx

      Vice President

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