Sub-Advisory Agreements ▼

                                     FORM OF
                              HIGHMARK GROWTH FUND
                             SUB-ADVISORY AGREEMENT



This AGREEMENT is executed as of _________________, 2001 and made effective as
of ___________________, 2001, by and between HIGHMARK CAPITAL MANAGEMENT, INC.
(the "Adviser") and WADDELL & REED INVESTMENT MANAGEMENT COMPANY, a Kansas
corporation, which is an investment adviser registered under the laws of the
United States as an investment adviser under the Investment Advisers Act of 1940
("Sub-Adviser").

WHEREAS, the Adviser is the investment  . . .

                                     FORM OF
                          HIGHMARK SMALL CAP VALUE FUND
                             SUB-ADVISORY AGREEMENT



This AGREEMENT is executed as of _________________, 2001 and made effective as
of ___________________, 2001, by and between HIGHMARK CAPITAL MANAGEMENT, INC.
(the "Adviser") and LSV ASSET MANAGEMENT, a Delaware general partnership, which
is an investment adviser registered under the laws of the United States as an
investment adviser under the Investment Advisers Act of 1940 ("Sub-Adviser").

WHEREAS, the Adviser is the investment adviser for  . . .

                                     FORM OF
                       HIGHMARK INTERNATIONAL EQUITY FUND
                             SUB-ADVISORY AGREEMENT


This AGREEMENT is executed as of _________________, 200_ and made effective as
of __________________, 200_, by and between HIGHMARK CAPITAL MANAGEMENT, INC.
(the "Adviser") and DEUTSCHE ASSET MANAGEMENT INVESTMENT SERVICES, LTD., a
______________________, which is an investment adviser registered under the laws
of the United States as an investment adviser under the Investment Advisers Act
of 1940 ("Sub-Adviser").

WHEREAS, the Adviser is the investment adviser for  . . .

                         HIGHMARK SMALL CAP GROWTH FUND
                             SUB-ADVISORY AGREEMENT

This AGREEMENT is executed as of , 200__ and made effective as of
________________________, 2001 and made effective as of _________________, 2001,
by and between HIGHMARK CAPITAL MANAGEMENT, INC. (the "Adviser") and
NICHOLAS-APPLEGATE CAPITAL MANAGEMENT, a California limited partnership, which
is an investment adviser registered under the laws of the United States as an
investment adviser under the Investment Advisers Act of 1940 ("Sub-Adviser").

WHEREAS, the Adviser is the investment adviser for  . . .

                           PRUDENTIAL WORLD FUND, INC.

                          PRUDENTIAL GLOBAL GROWTH FUND

                              SUBADVISORY AGREEMENT

       Agreement made as of this 28th day of March, 2001 between Prudential
Investments Fund Management LLC ("PIFM" or the "Manager") and Jennison
Associates LLC (the "Subadviser").

       WHEREAS, the Manager has entered into a Management Agreement, dated March
28, 2001 (the "Management Agreement"), with Prudential World Fund, Inc. -
Prudential Global Growth Fund (the " . . .

                           SUBADVISORY AGREEMENT WITH
                 BANK OF IRELAND ASSET MANAGEMENT (U.S.) LIMITED

                           PRUDENTIAL WORLD FUND, INC.
                       PRUDENTIAL INTERNATIONAL VALUE FUND

                              SUBADVISORY AGREEMENT

       Agreement made as of this 9th day of April, 2001 between Prudential
Investments Fund Management LLC ("PIFM" or the "Manager") and Bank of Ireland
Asset Management (U.S.) Limited (the "Subadviser").

       WHEREAS, the Manager has entered into a Management  . . .

                             SUB-ADVISORY AGREEMENT

PADCO Advisors, Inc.
d/b/a Rydex Global Advisors
9601 Blackwell Road, Suite 500
Rockville, MD 20850

Ladies and Gentlemen:

     Wells Family of Real Estate Funds (the "Trust"), an Ohio business trust, is
a  diversified  open-end  management  investment  company  registered  under the
Investment  Company Act of 1940,  as amended (the "Act"),  and is subject to the
rules and  regulations  promulgated  thereunder.  The Trust  currently  offers a
series of shares to investors known as the Wells S&P REIT  . . .

                             SUB-ADVISORY AGREEMENT

PADCO Advisors, Inc.
d/b/a Rydex Global Advisors
9601 Blackwell Road, Suite 500
Rockville, MD 20850

Ladies and Gentlemen:

     Wells Family of Real Estate Funds (the "Trust"), an Ohio business trust, is
a  diversified  open-end  management  investment  company  registered  under the
Investment  Company Act of 1940,  as amended (the "Act"),  and is subject to the
rules and regulations  promulgated  thereunder.  The Trust currently  offers one
series of shares to investors,  the Wells S&P REIT Index Fund ( . . .

                             SUB-ADVISORY AGREEMENT

PADCO Advisors, Inc.
d/b/a Rydex Global Advisors
9601 Blackwell Road, Suite 500
Rockville, MD 20850

Ladies and Gentlemen:

     Wells Family of Real Estate Funds (the "Trust"), an Ohio business trust, is
a  diversified  open-end  management  investment  company  registered  under the
Investment  Company Act of 1940,  as amended (the "Act"),  and is subject to the
rules and regulations  promulgated  thereunder.  The Trust currently  offers one
series of shares to investors,  the Wells S&P REIT Index Fund ( . . .

                             SUB-ADVISORY AGREEMENT

                        NEUBERGER BERMAN MANAGEMENT INC.
                                605 Third Avenue
                          New York, New York 10158-0006

February 9, 2001

Neuberger Berman, LLC
605 Third Avenue

New York, New York 10158-3698


Dear Sirs:

      We have entered into a Management Agreement with Neuberger Berman  . . .

                     PRINCIPAL VARIABLE CONTRACTS FUND, INC.
                             SUB-ADVISORY AGREEMENT
                         LARGECAP GROWTH EQUITY ACCOUNT


AGREEMENT executed as of the 24th day of August,  2000, by and between PRINCIPAL
MANAGEMENT CORPORATION,  an Iowa corporation (hereinafter called "the Manager"),
and DUNCAN-HURST CAPITAL MANAGEMENT INC., a California corporation  (hereinafter
called "the Sub-Advisor ").

                              W I T N E S S E T H:

WHEREAS,  the Manager is the manager and  investment  adviser to each  . . .

                              SUBADVISORY AGREEMENT

         Agreement made as of the 1st day of October, 2001, by and between
American Express Financial Corporation, a Delaware corporation ("AEFC" or
Adviser), and Royce & Associates, Inc., a New York corporation ("Subadvisor").

                                    RECITALS

1.   The  Fund  listed  in  Exhibit  A is a  series  of  an  investment  company
     registered under the Investment  Company Act of 1940, as amended (the "1940
     Act").

2.   AEFC has entered into an Investment Management  . . .

                              SUBADVISORY AGREEMENT

         Agreement made as of the 2nd day of August, 2001, by and between
American Express Financial Corporation, a Delaware corporation ("AEFC"), and
EQSF Advisers, Inc., a corporation ("Subadvisor").

                                    RECITALS

1.   The  Fund  listed  in  Exhibit  A is a  series  of  an  investment  company
     registered under the Investment  Company Act of 1940, as amended (the "1940
     Act").

2.   AEFC has entered into an Investment Management Services Agreement dated  . . .

                              SUBADVISORY AGREEMENT


         Agreement made as of the 2nd day of August, 2001, by and between
American Express Financial Corporation, a Delaware corporation ("AEFC" or
Adviser), and Royce & Associates, Inc., a New York corporation ("Subadvisor").


                                     RECITALS

1.   The  Fund  listed  in  Exhibit  A is a  series  of  an  investment  company
     registered under the Investment  Company Act of 1940, as amended (the "1940
     Act").


2.   AEFC has entered into an Investment  . . .

                              SUBADVISORY AGREEMENT

      Agreement  made as of the ____ day of  ____________,  2001, by and between
American Express Financial  Corporation,  a Delaware corporation  ("AEFC"),  and
________________, a __________ ("Subadvisor").

                                    RECITALS

1.    The  Fund  listed  in  Exhibit  A is a  series  of an  investment  company
      registered under the Investment Company Act of 1940, as amended (the "1940
      Act").

2.    AEFC has entered into an Investment  Management  Services  Agreement dated
      ______ __, 2001 (the "Advisory  . . .

                              SUBADVISORY AGREEMENT

      Agreement  made as of the ____ day of  ____________,  2001, by and between
American Express Financial  Corporation,  a Delaware corporation  ("AEFC"),  and
________________, a __________ ("Subadvisor").

                                    RECITALS

1.    The  Fund  listed  in  Exhibit  A is a  series  of an  investment  company
      registered under the Investment Company Act of 1940, as amended (the "1940
      Act").

2.    AEFC has entered into an Investment  Management  Services  Agreement dated
      ______ __, 2001 (the "Advisory  . . .

                           STRATEGIC PARTNERS SERIES
                     STRATEGIC PARTNERS FOCUSED VALUE FUND
                         (Davis Selected Advisers, LP)



                             Subadvisory Agreement
                             ---------------------

     Agreement made as of this 13th day of February 2001, between Prudential
Investments Fund Management LLC, a New York limited liability company (PIFM or
the Manager), and Davis Selected Advisers, LP, a Colorado limited partnership
(the Subadviser).

     WHEREAS, the Manager has entered into a Management  . . .