AMENDMENT TO SUBADVISORY AGREEMENT T. Rowe Price Associates, Inc.
| SUB-ITEM 77Q1: Exhibit F |
AMENDMENT TO SUBADVISORY AGREEMENT ▇. ▇▇▇▇ 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 ▇▇▇▇ ▇▇▇▇▇▇▇ Investment Management Services, LLC, a Delaware limited liability company (the “Adviser”), and ▇. ▇▇▇▇ 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 ▇▇▇▇ ▇▇▇▇▇▇▇ 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.
▇▇▇▇ ▇▇▇▇▇▇▇ Investment Management Services, LLC
| By: /s/▇▇▇▇▇ ▇▇▇▇▇▇ |
| ▇▇▇▇▇ ▇▇▇▇▇▇ |
| Executive Vice President |
| ▇. ▇▇▇▇ Price Associates, Inc. |
| By: /s/▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ |
| ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ |
| Vice President |
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