DIVERSIFIED INVESTORS PORTFOLIOS
DEFS14A, 2000-06-22
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                            SCHEDULE 14A INFORMATION

          Proxy Statement Pursuant to Section 14(a) of the Securities
                              Exchange Act of 1934

Filed by Registrant [ X ]           Filed by a Party other than Registrant [  ]

Check the appropriate box:
[ ]  Preliminary Proxy Statement
[X]  Definitive Proxy Statement
[ ]  Definitive Additional Materials
[ ]  Soliciting Material Pursuant to 240.14a-11(c) or 240.14a-12
[ ]  Confidential, for Use of the Commission Only
          (as permitted by Rule 14a-6(e)(2))

          Diversified Investors Portfolios - Value & Income Portfolio
                (Name of Registrant as Specified In Its Charter)

Payment of Filing Fee (Check the appropriate box):
[X]  No Fee required
[ ]  Fee computed on table below per Exchange Act Rules 14a-6(i)(1) 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 was determined):

4)   Proposed maximum aggregate value of transaction:

5)   Total fee paid:

[ ]  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 the filing.

1)   Amount Previously Paid:

2)   Form, Schedule or Registration Statement No.:

3)   Filing Party:

4)   Date Filed:  June 22, 2000

<PAGE>

                       AUSA LIFE INSURANCE COMPANY, INC.
                             4 Manhattanville Road
                           Purchase, New York 10577

July 10, 2000

Dear Contract Holder:

On August 15, 2000 at 10:00 a.m. (Eastern time), Value & Income Portfolio
(formerly Equity Income Portfolio) will hold a special meeting of its investors
(the "Meeting") to vote on important proposals relating to the Portfolio. Value
& Income Portfolio is a series of Diversified Investors Portfolios, which is a
registered investment company. We are sending this notice of the Meeting to
contract holders of Group Variable Annuity Contracts issued by AUSA Life
Insurance Company, Inc. ("AUSA") with unit interests in the Diversified
Investors Variable Funds Value & Income Subaccount (formerly Diversified
Investors Variable Funds Equity Income Subaccount) of The Diversified Investors
Variable Funds. All of the investable assets of the Subaccount are invested in
Value & Income Portfolio. The Meeting will be held at the offices of
Diversified Investment Advisors, Inc., 4 Manhattanville Road, Purchase, New
York 10577.

While AUSA is the legal owner of the Subaccount's assets, Contract Holders have
the right to instruct AUSA as to how to vote that portion of the Subaccount's
interest in the Portfolio that corresponds to their unit interests in the
Subaccount. AUSA will vote, in accordance with your instructions, that portion
of the Subaccount's interest in the Portfolio that corresponds to your unit
interests in the Subaccount as of June 16, 2000. By separate mailing you will
obtain instructions from affected contract participants on how to instruct AUSA
to vote the interest corresponding to your units.

VOTING ONLY TAKES A FEW MINUTES - PLEASE RESPOND PROMPTLY.

Please take a few moments to read the enclosed materials and then cast your
vote on the enclosed instruction card in accordance with instructions received
from your contract participant. Items 1 and 2 have been carefully considered by
the Board of Trustees of the Diversified Investors Portfolios, which is
responsible for protecting the interests of the Portfolio's investors. The
Board of Trustees believes that the proposals are fair and reasonable and
recommends that investors vote in favor of the proposals.

You are entitled to provide AUSA with voting instructions for the following
proposals to be voted upon:

     ITEM 1. (a) To instruct AUSA to vote to approve a new Investment
                 Subadvisory Agreement between Diversified Investment Advisors,

<PAGE>

                 Inc. and Asset Management Group, a division of 1740 Advisors,
                 Inc.

             (b) To instruct AUSA to vote to approve a new Investment
                 Subadvisory Agreement between Diversified Investment Advisors,
                 Inc. and Sanford C. Bernstein & Co., Inc.

     ITEM 2.     To instruct AUSA to authorize the Board of Trustees of
                 Diversified Investors Portfolios to select and change
                 investment subadvisers and enter into investment subadvisory
                 agreements without obtaining the approval of investors.

     ITEM 3.     To transact such other business as may properly come before
                 the Special Meeting of Investors and any adjournments thereof.

The proposals to be considered at the Meeting are discussed in the enclosed
Proxy Statement. You are urged to read the enclosed Proxy Statement prior to
completing your instruction card instructing AUSA how to vote.

AUSA WILL VOTE THAT PORTION OF THE SUBACCOUNT'S INTEREST IN THE PORTFOLIO
CORRESPONDING TO UNIT INTERESTS IN THE SUBACCOUNT FOR WHICH AUSA RECEIVES NO
VOTING INSTRUCTIONS IN THE SAME PROPORTION AS THAT PORTION OF THE SUBACCOUNT'S
INTEREST IN THE PORTFOLIO FOR WHICH IT DOES, IN FACT, RECEIVE VOTING
INSTRUCTIONS.

AUSA is not aware of any matters, other than the specified proposals, to be
acted upon at the Meeting. If any other matters come before the Meeting, AUSA
will vote upon such matters in its discretion. AUSA reserves the right to vote
for the adjournment of the Meeting for the purpose of further solicitation of
voting instructions.

Sincerely,

/s/ Robert F. Colby
Robert F. Colby
Vice President and Assistant Secretary

<PAGE>


                       AUSA LIFE INSURANCE COMPANY, INC.
                             4 Manhattanville Road
                            Purchase, New York 10577

July 10, 2000

Dear Participant:

Certain contributions made on your behalf to AUSA Life Insurance Company, Inc.
("AUSA") with respect to the Group Variable Annuity Contract (the "Contract")
issued by AUSA to the holder of the Contract (the "Contract Holder") have been
allocated at your direction to the Diversified Investors Variable Funds Value &
Income Subaccount (formerly Diversified Investors Variable Funds Equity Income
Subaccount) (the "Subaccount"), a subaccount of The Diversified Investors
Variable Funds, a separate account of AUSA. All of the investable assets of the
Subaccount are invested in Value & Income Portfolio (formerly Equity Income
Portfolio) (the "Portfolio"), a series of Diversified Investors Portfolios (the
"Trust"), which is a registered investment company.

The Portfolio has called a meeting of its investors, including the Subaccount,
to vote on certain matters. AUSA, as the legal owner of all of the assets of
the Subaccount, will vote on such matters in accordance with the instructions
received from contract owners of the Group Variable Annuity Contracts with unit
interests in the Subaccount, including the Contract Holder.

As a participant of record at the close of business on June 16, 2000 (the
"Record Date"), you are entitled to instruct the Contract Holder as to how it
should instruct AUSA to vote on certain proposals to be considered at a Special
Meeting of Investors described in the enclosed Notice of Special Meeting and at
any adjournments thereof (the "Meeting"). The enclosed Proxy Statement and
Notice of Special Meeting are being mailed to you and other participants on or
about July 10, 2000.

The Meeting will be held at the offices of Diversified Investment Advisors,
Inc., 4 Manhattanville Road, Purchase, New York 10577, on August 15, 2000 at
10:00 a.m., Eastern time. You are entitled to provide the Contract Holder (who
in turn will instruct AUSA) with voting instructions for the following
proposals to be voted upon:

     ITEM 1. (a) To instruct AUSA to vote to approve a new Investment
                 Subadvisory Agreement between Diversified Investment Advisors,
                 Inc. and Asset Management Group, a division of 1740 Advisors,
                 Inc.

             (b) To instruct AUSA to vote to approve a new Investment
                 Subadvisory Agreement between Diversified Investment Advisors,

<PAGE>

                 Inc. and Sanford C. Bernstein & Co., Inc.

     ITEM 2.     To instruct AUSA to authorize the Board of Trustees of
                 Diversified Investors Portfolios to select and change
                 investment subadvisers and enter into investment subadvisory
                 agreements without obtaining the approval of investors.

     ITEM 3.     To transact such other business as may properly come before
                 the Special Meeting of Investors and any adjournments thereof.

The proposals to be considered at the Meeting are discussed in the enclosed
Proxy Statement. You are urged to read the enclosed Proxy Statement prior to
completing your ballot instructing the Contract Holder how to instruct AUSA to
vote.

To instruct the Contract Holder as to how to instruct AUSA to vote, you are
asked to promptly mark your voting instructions on the enclosed ballot, then
sign, date and mail it.

IF A BALLOT IS NOT MARKED TO INDICATE VOTING INSTRUCTIONS BUT IS SIGNED, DATED
AND RETURNED, IT WILL BE TREATED AS AN INSTRUCTION TO VOTE FOR THE PROPOSALS.

AUSA WILL VOTE THAT PORTION OF THE SUBACCOUNT'S INTEREST IN THE PORTFOLIO
CORRESPONDING TO UNIT INTERESTS IN THE SUBACCOUNT FOR WHICH AUSA RECEIVES NO
VOTING INSTRUCTIONS IN THE SAME PROPORTION AS THAT PORTION OF THE SUBACCOUNT'S
INTEREST IN THE PORTFOLIO FOR WHICH IT DOES, IN FACT, RECEIVE VOTING
INSTRUCTIONS.

AUSA is not aware of any matters, other than the specified proposals, to be
acted upon at the Meeting. If any other matters come before the Meeting, AUSA
will vote upon such matters in its discretion. AUSA reserves the right to vote
for the adjournment of the Meeting for the purpose of further solicitation of
voting instructions.

At any time prior to the vote by AUSA of the Subaccount's interest in the
Portfolio, you may revoke your voting instructions by written notice to the
Assistant Secretary of AUSA at 4 Manhattanville Road, Purchase, New York,
10577.


<PAGE>


In addition to solicitation by mail, ballots may be solicited by the Board of
Directors, officers and employees of the Contract Holder without compensation
therefor.

Very truly yours,

AUSA LIFE INSURANCE COMPANY, INC.

/s/ Robert F. Colby
By:     Robert F. Colby
Title:  Vice President and Assistant Secretary


YOUR VOTE IS IMPORTANT. WE WOULD APPRECIATE YOUR PROMPTLY VOTING, SIGNING AND
RETURNING THE ENCLOSED BALLOT, WHICH WILL HELP AVOID THE ADDITIONAL EXPENSES OF
A SECOND SOLICITATION.

<PAGE>

                          MONY LIFE INSURANCE COMPANY
                             4 Manhattanville Road
                            Purchase, New York 10577

July 10, 2000

Dear Contract Holder:

On August 15, 2000 at 10:00 a.m., (Eastern time) Value & Income Portfolio
(formerly Equity Income Portfolio) will hold a special meeting of its investors
(the "Meeting") to vote on important proposals relating to the Portfolio. Value
& Income Portfolio is a series of Diversified Investors Portfolios, which is a
registered investment company. We are sending this notice of Meeting to
contract holders of Group Variable Annuity Contracts issued by MONY Life
Insurance Company ("MONY") with unit interests in the Keynote Value & Income
Subaccount (formerly Keynote Equity Income Subaccount) (the "Subaccount") of
the Keynote Series Account. All of the investable assets of the Subaccount are
invested in Value & Income Portfolio. The Meeting will be held at the offices
of Diversified Investment Advisors, Inc., 4 Manhattanville Road, Purchase, New
York 10577.

While MONY is the legal owner of the Subaccount's assets, Contract Holders have
the right to instruct MONY as to how to vote that portion of the Subaccount's
interest in the Portfolio that corresponds to their unit interests in the
Subaccount. MONY will vote, in accordance with your instructions, that portion
of the Subaccount's interest in the Portfolio that corresponds to your unit
interests in the Subaccount as of June 16, 2000. By separate mailing you will
obtain instructions from affected contract participants on how to instruct MONY
to vote the interests corresponding to your units.

VOTING ONLY TAKES A FEW MINUTES - PLEASE RESPOND PROMPTLY.

Please take a few moments to read the enclosed materials and then cast your
vote on the enclosed instruction card in accordance with instructions received
from your contract participant. Items 1 and 2 have been carefully considered by
the Board of Trustees of Diversified Investors Portfolios which is responsible
for protecting the interests of the Portfolio's investors. The Board of
Trustees believes that the proposals are fair and reasonable and recommends
that investors vote in favor of the proposals.

You are entitled to provide MONY with voting instructions for the following
proposals to be voted upon:

     ITEM 1. (a) To instruct MONY to vote to approve a new Investment
                 Subadvisory Agreement between Diversified Investment Advisors,

<PAGE>

                 Inc. and Asset Management Group, a division of 1740 Advisors,
                 Inc.

             (b) To instruct MONY to vote to approve a new Investment
                 Subadvisory Agreement between Diversified Investment Advisors,
                 Inc. and Sanford C. Bernstein & Co., Inc.

     ITEM 2.     To instruct MONY to authorize the Board of Trustees of
                 Diversified Investors Portfolios to select and change
                 investment subadvisers and enter into investment subadvisory
                 agreements without obtaining the approval of investors.

     ITEM 3.     To transact such other business as may properly come before
                 the Special Meeting of Investors and any adjournments thereof.

The proposals to be considered at the Meeting are discussed in the enclosed
Proxy Statement. You are urged to read the enclosed Proxy Statement prior to
completing your instruction card instructing MONY how to vote.

MONY WILL VOTE THAT PORTION OF THE SUBACCOUNT'S INTEREST IN THE PORTFOLIO
CORRESPONDING TO UNIT INTERESTS IN THE SUBACCOUNT FOR WHICH MONY RECEIVES NO
VOTING INSTRUCTIONS IN THE SAME PROPORTION AS THAT PORTION OF THE SUBACCOUNT'S
INTEREST IN THE PORTFOLIO FOR WHICH IT DOES, IN FACT, RECEIVE VOTING
INSTRUCTIONS.

MONY is not aware of any matters, other than the specified proposals, to be
acted upon at the Meeting. If any other matters come before the Meeting, MONY
will vote upon such matters in its discretion. MONY reserves the right to vote
for the adjournment of the Meeting for the purpose of further solicitation of
voting instructions.

Sincerely,

/s/  Fred Tedeschi
Fred Tedeschi
Vice President

<PAGE>


                          MONY LIFE INSURANCE COMPANY
                             4 Manhattanville Road
                            Purchase, New York 10577



July 10, 2000

Dear Participant:

Certain contributions made on your behalf to MONY Life Insurance Company
("MONY") with respect to the Group Variable Annuity Contract (the "Contract")
issued by MONY to the holder of the Contract (the "Contract Holder") have been
allocated at your direction to the Keynote Value & Income Subaccount (formerly
Keynote Equity Income Subaccount) (the "Subaccount"), a subaccount of the
Keynote Series Account, a separate account of MONY. All of the investable
assets of the Subaccount are invested in Value & Income Portfolio (formerly
Equity Income Portfolio) (the "Portfolio"), a series of Diversified Investors
Portfolios (the "Trust"), which is a registered investment company.

The Portfolio has called a meeting of its investors, including the Subaccount,
to vote on certain matters. MONY, as the legal owner of all of the assets of
the Subaccount, will vote on such matters in accordance with the instructions
received from contract owners of the Group Variable Annuity Contracts with unit
interests in the Subaccount, including the Contract Holder.

As a participant of record at the close of business on June 16, 2000 (the
"Record Date"), you are entitled to instruct the Contract Holder as to how it
should instruct MONY to vote on certain proposals to be considered at a Special
Meeting of Investors described in the enclosed Notice of Special Meeting and at
any adjournments thereof (the "Meeting"). The enclosed Proxy Statement and
Notice of Special Meeting are being mailed to you and other participants on or
about July 10, 2000.

The Meeting will be held at the offices of Diversified Investment Advisors,
Inc., 4 Manhattanville Road, Purchase, New York 10577, on August 15, 2000 at
10:00 a.m., Eastern time. You are entitled to provide the Contract Holder (who
in turn will instruct MONY) with voting instructions for the following
proposals to be voted upon:

     ITEM 1. (a) To instruct MONY to vote to approve a new Investment
                 Subadvisory Agreement between Diversified Investment Advisors,
                 Inc. and Asset Management Group, a division of 1740 Advisors,
                 Inc.
<PAGE>

             (b) To instruct MONY to vote to approve a new Investment
                 Subadvisory Agreement between Diversified Investment Advisors,
                 Inc. and Sanford C. Bernstein & Co., Inc.

     ITEM 2.     To instruct MONY to authorize the Board of Trustees of
                 Diversified Investors Portfolios to select and change
                 investment subadvisers and enter into investment subadvisory
                 agreements without obtaining the approval of investors.

     ITEM 3.     To transact such other business as may properly come before
                 the Special Meeting of Investors and any adjournments thereof.

The proposals to be considered at the Meeting are discussed in the enclosed
Proxy Statement. You are urged to read the enclosed Proxy Statement prior to
completing your ballot instructing the Contract Holder how to instruct MONY to
vote.

To instruct the Contract Holder as to how to instruct MONY to vote, you are
asked to promptly mark your voting instructions on the enclosed ballot, then
sign, date and mail it.

IF A BALLOT IS NOT MARKED TO INDICATE VOTING INSTRUCTIONS BUT IS SIGNED, DATED
AND RETURNED, IT WILL BE TREATED AS AN INSTRUCTION TO VOTE FOR THE PROPOSALS.

MONY WILL VOTE THAT PORTION OF THE SUBACCOUNT'S INTERESTS IN THE PORTFOLIO
CORRESPONDING TO UNIT INTERESTS IN THE SUBACCOUNT FOR WHICH MONY RECEIVES NO
VOTING INSTRUCTIONS IN THE SAME PROPORTION AS THAT PORTION OF THE SUBACCOUNT'S
INTEREST IN THE PORTFOLIO FOR WHICH IT DOES, IN FACT, RECEIVE VOTING
INSTRUCTIONS.

MONY is not aware of any matters, other than the specified proposals, to be
acted upon at the Meeting. If any other matters come before the Meeting, MONY
will vote upon such matters in its discretion. MONY reserves the right to vote
for the adjournment of the Meeting for the purpose of further solicitation of
voting instructions.

At any time prior to the vote by MONY of the Subaccount's interest in the
Portfolio, you may revoke your voting instructions by written notice to the
Assistant Secretary of MONY at 4 Manhattanville Road, Purchase, New York,
10577.

<PAGE>

In addition to solicitation by mail, ballots may be solicited by the Board of
Directors, officers and employees of the Contract Holder without compensation
therefor.

Very truly yours,

MONY LIFE INSURANCE COMPANY

By:     Fred Tedeschi
Title:  Vice President


YOUR VOTE IS IMPORTANT. WE WOULD APPRECIATE YOUR PROMPTLY VOTING, SIGNING AND
RETURNING THE ENCLOSED BALLOT, WHICH WILL HELP AVOID THE ADDITIONAL EXPENSES OF
A SECOND SOLICITATION.


<PAGE>

                        DIVERSIFIED INVESTORS PORTFOLIOS
                             4 Manhattanville Road
                            Purchase, New York 10577

July 10, 2000

Dear Investor:

On August 15, 2000 at 10:00 a.m., (Eastern time) we will hold a special meeting
of investors in Value & Income Portfolio (formerly Equity Income Portfolio) to
vote on important proposals relating to the Portfolio. Value & Income Portfolio
is a series of Diversified Investors Portfolios.

VOTING ONLY TAKES A FEW MINUTES - PLEASE RESPOND PROMPTLY.

Please take a few moments to read the enclosed materials and then cast your
vote on the enclosed proxy card. Items 1 and 2 have been carefully considered
by the Board of Trustees of Diversified Investors Portfolios, which is
responsible for protecting your interests as an investor. The Board of Trustees
of Diversified Investors Portfolios believes that the proposals are fair and
reasonable and recommends that you vote in favor of the proposals.

The proposals you will vote on for the Portfolio are summarized below. Complete
information is contained in the enclosed Proxy Statement.

     ITEM 1. (a) To approve a new Investment Subadvisory Agreement
                 between Diversified Investment Advisors, Inc. and Asset
                 Management Group, a division of 1740 Advisors, Inc.

             (b) To approve a new Investment Subadvisory Agreement between
                 Diversified Investment Advisors, Inc. and Sanford C. Bernstein
                 & Co., Inc.

     ITEM 2.     To authorize the Board of Trustees of Diversified Investors
                 Portfolios to select and change investment subadvisers and
                 enter into investment subadvisory agreements without obtaining
                 the approval of investors.

     ITEM 3.     To transact such other business as may properly come before
                 the Special Meeting of Investors and any adjournments thereof.

After you have voted on Items 1 and 2, please be sure to return your signed
proxy card.


<PAGE>


This is your opportunity to voice your opinion on matters affecting the
Portfolio. Your participation is extremely important, no matter how large or
small the beneficial interest you own.

We appreciate your prompt response.  Thank you.

Sincerely,

/s/ Robert F. Colby
Robert F. Colby
Secretary


<PAGE>


                            VALUE & INCOME PORTFOLIO
                  a series of Diversified Investors Portfolios
                             4 Manhattanville Road
                            Purchase, New York 10577
                           Telephone: (914) 697-8000

                     NOTICE OF SPECIAL MEETING OF INVESTORS

                           To be held August 15, 2000


A Special Meeting of Investors of Value & Income Portfolio (formerly Equity
Income Portfolio), a series of Diversified Investors Portfolios, will be held
at the offices of Diversified Investment Advisors, Inc., 4 Manhattanville Road,
Purchase, New York 10577, on August 15, 2000 at 10:00 a.m., Eastern time, for
the following purposes:

     ITEM 1. (a) To approve a new Investment Subadvisory Agreement
                 between Diversified Investment Advisors, Inc. and Asset
                 Management Group, a division of 1740 Advisors, Inc.

             (b) To approve a new Investment Subadvisory Agreement between
                 Diversified Investment Advisors, Inc. and Sanford C. Bernstein
                 & Co., Inc.

     ITEM 2.     To authorize the Board of Trustees of Diversified Investors
                 Portfolios to select and change investment subadvisers and
                 enter into investment subadvisory agreements without obtaining
                 the approval of investors.

     ITEM 3.     To transact such other business as may properly come before
                 the Special Meeting of Investors and any adjournments thereof.

THE BOARD OF TRUSTEES OF DIVERSIFIED INVESTORS PORTFOLIOS RECOMMENDS THAT YOU
VOTE IN FAVOR OF ITEMS 1 AND 2.

Only investors of record on June 16, 2000 will be entitled to vote at the
Special Meeting of Investors and at any adjournments thereof.

                                                   Robert F. Colby, Secretary

July 10, 2000

<PAGE>

YOUR VOTE IS IMPORTANT. WE WOULD APPRECIATE YOU PROMPTLY VOTING, SIGNING AND
RETURNING THE ENCLOSED PROXY, WHICH WILL HELP AVOID THE ADDITIONAL EXPENSES OF
A SECOND SOLICITATION.

<PAGE>


                            VALUE & INCOME PORTFOLIO
                  a series of Diversified Investors Portfolios
                             4 Manhattanville Road
                            Purchase, New York 10577
                           Telephone: (914) 697-8000

                                PROXY STATEMENT

This Proxy Statement and Notice of Special Meeting with accompanying form of
proxy are being furnished in connection with the solicitation of proxies by the
Board of Trustees of Diversified Investors Portfolios (the "Trust") for use at
a special meeting of investors in Value & Income Portfolio (formerly Equity
Income Portfolio) (the "Portfolio"), a series of the Trust, or any adjournment
thereof, to be held at the offices of Diversified Investment Advisors, Inc., 4
Manhattanville Road, Purchase, New York 10577, on August 15, 2000, at 10:00
a.m., Eastern time (the "Meeting"). The Meeting is being held for the purposes
set forth in the accompanying Notice of Special Meeting. These materials are
being mailed by the Board of Trustees of the Trust on or about July 10, 2000.

The Portfolio is one of fourteen series of the Trust, which is a registered
investment company organized as a New York trust under a Declaration of Trust
dated as of September 1, 1993. The Portfolio was designated as a separate
series of the Trust on September 1, 1993. The mailing address of the Trust is 4
Manhattanville Road, Purchase, New York 10577.

The Portfolio commenced operations on January 3, 1994. The annual report for
the Portfolio for the period ended December 31, 1999, including audited
financial statements, has previously been sent to investors and is available
upon request without charge by contacting Catherine A. Mohr, Diversified
Investors Portfolios, 4 Manhattanville Road, Purchase, New York 10577 or by
calling the Trust toll-free at (800) 926-0044.

MANNER OF VOTING PROXIES AND VOTE REQUIRED

If the accompanying form of proxy is executed properly and returned, the
beneficial interest represented by it will be voted at the Meeting in
accordance with the instructions on the proxy. If no instructions are
specified, the beneficial interest will be voted for proposed Items 1 and 2. If
the enclosed form of proxy is executed and returned, it may nevertheless be
revoked prior to its exercise by a signed writing delivered at the Meeting or
filed with the Secretary of the Trust.

If sufficient votes to approve the proposed Items 1 and 2 are not received, the
persons named as proxies may propose one or more adjournments of the Meeting to
permit further solicitation of proxies. Any adjournment will require the

<PAGE>

affirmative vote of a majority of those beneficial interests voted at the
Meeting. When voting on a proposed adjournment, the persons named as proxies
will vote all beneficial interests that they are entitled to vote with respect
to Item 1 for the proposed adjournment, unless directed to disapprove Item 1,
in which case such beneficial interests will be voted against the proposed
adjournment. Similarly, the persons named as proxies will vote all beneficial
interests that they are entitled to vote with respect to Item 2 for the
proposed adjournment, unless directed to disapprove Item 2, in which case such
beneficial interests will be voted against the proposed adjournment.

The presence in person or by proxy of the holders of a majority of the
outstanding beneficial interests of the Portfolio entitled to vote is required
to constitute a quorum at the Meeting. For purposes of determining the presence
of a quorum for transacting business at the Meeting, abstentions will be
treated as beneficial interests that are present but which have not been voted.
For this reason, abstentions will have the effect of a "no" vote for purposes
of obtaining the requisite approval of the proposals.

The cost of soliciting proxies in the accompanying form, including the fees of
any proxy soliciting agent, will be borne by the Portfolio. In addition to
solicitation by mail, proxies may be solicited by the Board of Trustees of the
Trust, officers, and regular employees and agents of the Trust without
compensation therefor. Diversified Investment Advisors, Inc. may reimburse
brokerage firms and others for their expenses in forwarding proxy materials to
the beneficial owners and soliciting them to execute the proxies.


The close of business on June 16, 2000 has been fixed as the Record Date for
the determination of investors entitled to notice of and to vote at the
Meeting. $1,777,574,997 in beneficial interests were outstanding as of the
close of business on the Record Date. Investors of record at the close of
business on the Record Date will be entitled to vote in the proportion that
their beneficial interests bear to the total beneficial interests in the
Portfolio.


Background

The Portfolio is a master fund within a two-tier, master/feeder mutual fund
structure. Interests in the Portfolio are sold to accredited investors in
private placement transactions which do not involve a public offering under the
Securities Act of 1933, as amended.

Diversified Investment Advisors, Inc., a Delaware corporation (the "Adviser"),
4 Manhattanville Road, Purchase, New York 10577, manages the assets of the
Portfolio pursuant to an Investment Advisory Agreement dated as of January 3,
1994 (the "Advisory Agreement"). The Advisory Agreement was most recently
approved by the Board of Trustees of the Trust, including a majority of the
Trustees who are not "interested persons," as defined in the Investment Company

<PAGE>

Act of 1940, as amended (the "1940 Act"), of any party to such agreement (the
"Independent Trustees") on November 16, 1999. The Advisory Agreement was most
recently submitted to a vote of investors in the Portfolio on January 3, 1994
in connection with its initial approval. Subject to the terms of the Advisory
Agreement, the Adviser is responsible for the management of the Portfolio,
selects and employs, subject to the review and approval of the Board of
Trustees of the Trust, one or more subadvisers to make the day-to-day
investment selections for the Portfolio consistent with the guidelines and
directions set by the Adviser and the Board of Trustees, and reviews the
subadvisers' continued performance.
The Adviser may terminate the services of any subadviser at any time.

Asset Management Group, a division of 1740 Advisors, Inc. ("Asset Management
Group"), having its principal offices at 1740 Broadway, New York, New York
10019, served as the investment subadviser of the Portfolio commencing on July
1, 1994 pursuant to an investment subadvisory agreement between Asset
Management Group and the Adviser. As subadviser, Asset Management Group was
responsible for investing the Portfolio's assets in a manner consistent with
the terms of the subadvisory agreement and the investment objectives of the
Portfolio. The Asset Management Group subadvisory agreement was most recently
approved by the Board of Trustees of Diversified Investors Portfolios,
including a majority of the Independent Trustees, on November 16, 1999. The
Asset Management Group subadvisory agreement was most recently submitted to a
vote of investors in the Portfolio on January 3, 1994 in connection with its
initial approval.

At a special meeting of the Board of Trustees of Diversified Investors
Portfolios held on April 5, 2000, the Board considered the Adviser's
recommendation that an additional subadviser be hired to manage a portion of
the Portfolio's assets. The Board reviewed Asset Management Group's investment
performance as subadviser. The Board also reviewed the Adviser's procedures for
selecting a new subadviser, and considered materials describing how the two
subadvisers would manage the Portfolio's assets. The Board also considered the
changes to the existing subadvisory agreement with Asset Management Group that
would be necessary in order to provide for more than one subadviser to the
Portfolio. As discussed in Item 1 below under the heading "Evaluation by the
Board of Trustees," the Board voted to terminate the existing subadvisory
agreement with Asset Management Group and approved a replacement subadvisory
agreement with Asset Management Group and a new subadvisory agreement with
Sanford C. Bernstein & Co., Inc. ("Sanford Bernstein"). Accordingly, on April
20, 2000, the subadvisory agreement with Asset Management Group was terminated,
and the Adviser entered into a replacement subadvisory agreement with Asset
Management Group and a new subadvisory agreement with Sanford Bernstein.


<PAGE>

In accordance with the requirements of the 1940 Act, the Asset Management Group
and Sanford Bernstein subadvisory agreements must be approved by the holders of
beneficial interests in the Portfolio. Currently, both Asset Management Group
and Sanford Bernstein are serving as subadvisers to the Portfolio pursuant to a
rule under the 1940 Act that permits the subadvisory agreements with those
subadvisers to remain in effect for an interim period while that approval is
sought provided that certain conditions are met. Each subadvisory agreement
will terminate if it is not approved by the requisite holders of beneficial
interests in the Portfolio by September 17, 2000.

     ITEM 1. (a) To approve a new Investment Subadvisory Agreement
                 between Diversified Investment Advisors, Inc. and Asset
                 management Group, a division of 1740 Advisors, Inc.

             (b) To approve a new Investment Subadvisory Agreement between
                 Diversified Investment Advisors, Inc. and Sanford C. Bernstein
                 & Co., Inc.

COMPARISON OF THE SUBADVISORY AGREEMENTS


The terms of the former and replacement subadvisory agreements with Asset
Management Group are similar except for the effective date, the termination
date and the fee schedule, and except for certain provisions that clarify that
Asset Management Group will serve as subadviser only with respect to that
portion of the assets of the Portfolio allocated to it by the Adviser. The
terms of the new subadvisory agreement with Sanford Bernstein are substantially
similar to the terms of the replacement subadvisory agreement with Asset
Management Group except as noted below.


        The identity of the service provider, the effective date and the
termination date of the Sanford Bernstein subadvisory agreement are each
different from the terms of the replacement subadvisory agreement with Asset
Management Group. In addition, while under the terms of the replacement
subadvisory agreement Asset Management Group makes recommendations to the
Adviser regarding how voting rights pertaining to securities in the portion of
the Portfolio managed by it are exercised, Sanford Bernstein will be
responsible for voting all proxies in relation to the securities held in the
portion of the Portfolio it manages. Sanford Bernstein will provide the
Portfolio with quarterly reports of all proxies it voted during the previous
quarter.

        The new subadvisory agreement with Sanford Bernstein states that
Sanford Bernstein may place orders with brokers or dealers who sell shares of
the Portfolio or who sell shares of any other fund for which Sanford Bernstein
provides investment advisory services. The new subadvisory agreement also

<PAGE>

provides that Sanford Bernstein may place orders with brokers or dealers who
sell shares of the funds of which Sanford Bernstein is investment adviser to
the extent that the placing of such orders is in compliance with the rules of
the Securities and Exchange Commission and the National Association of
Securities Dealers, Inc. The replacement subadvisory agreement with Asset
Management Group does not contain a similar provision.

        The new subadvisory agreement with Sanford Bernstein further provides
that Sanford Bernstein may, with the consent of the Portfolio's Board of
Trustees and the Adviser, subject to its duty to seek the best available price
and execution, act as a broker for the Portfolio from time to time at rates not
exceeding the usual and customary broker's commission. In the agreement,
Sanford Bernstein represents, warrants and covenants that these transactions
will be effected by it in accordance with the Investment Advisers Act of 1940,
as amended and the rules promulgated thereunder. The Portfolio's Board of
Trustees or the Adviser may revoke consent for these types of transactions by
written notice to Sanford Bernstein at any time. The replacement subadvisory
agreement with Asset Management Group does not contain a similar provision.

        Finally, the new subadvisory agreement with Sanford Bernstein provides
that during the term of the agreement, Sanford Bernstein will not manage any
portfolio of substantially similar size and managed in accordance with the same
investment strategy and substantially similar investment guidelines as the
Portfolio, for any collective trust, openend investment company registered
under the 1940 Act, variable insurance contract registered under the 1940 Act,
or insurance company separate account that engages Sanford Bernstein's services
on or after the date of the new subadvisory agreement which are offered to
certain specified types of employee benefit plans and sponsored by competitors
of the Adviser without providing the Adviser with 60 days prior written notice.
The replacement subadvisory agreement with Asset Management Group provides that
Asset Management Group may not manage any commingled funds of a company
operating in a master-feeder structure in a specified target market for three
years from the date of the replacement subadvisory agreement. Following the end
of the three year term, the restriction will continue from year to year if the
Portfolio assets under management by Asset Management Group exceed a certain
dollar amount.

A description of the investment advisory fees to be paid by the Adviser to
Asset Management Group and to Sanford Bernstein is set forth below under the
caption "Investment Advisory Fees."

Each of the Asset Management Group and Sanford Bernstein subadvisory agreements
became effective on April 20, 2000 and, if approved by the vote of the holders
of a "majority of the outstanding voting securities" (as such term is defined
below) of the Portfolio, will continue in effect through April 20, 2002 and
thereafter from year to year, subject to approval annually in accordance with

<PAGE>

the 1940 Act. Each subadvisory agreement may be terminated at any time without
the payment of any penalty by the Board of Trustees of Diversified Investors
Portfolios or by the vote of a "majority of the outstanding voting securities"
of the Portfolio or by the Adviser. Each subadvisory agreement may also be
terminated by the applicable subadviser party thereto upon 90 days' advance
written notice to the Adviser. Each subadvisory agreement will terminate
automatically in the event of its "assignment" (as defined in the 1940 Act).

Under each of the Asset Management Group and Sanford Bernstein subadvisory
agreements, the applicable subadviser will furnish continuing portfolio
management services to that portion of the Portfolio's assets allocated to it,
subject always to the provisions of the 1940 Act and to the investment
objectives, policies, procedures and restrictions imposed by the Portfolio's
then current Registration Statement under the 1940 Act. Similarly, investment
management decisions of Asset Management Group will continue to be made by
committee, rather than portfolio managers individually. Investment management
decisions of Sanford Bernstein will be made by committee and not by managers
individually. Each subadviser will also provide the Adviser with such
investment advice and reports and data as are requested by the Adviser.

Each of the Asset Management Group and Sanford Bernstein subadvisory agreements
provides that the subadviser shall be responsible only for managing the assets
of the Portfolio allocated to it in good faith and in accordance with
investment guidelines, and shall have no responsibility whatsoever for, and
shall incur no liability on account of, (i) selection of such investment
guidelines, (ii) advice on, or management of, any other assets for the Adviser,
(iii) filing of any tax or information returns or forms, withholding or paying
any taxes, or seeking any exemption or refund, (iv) registration of the
Portfolio with any government or agency, or (v) administration of the plans and
trusts investing through the Portfolio, and shall be indemnified by the Adviser
for any loss in carrying out the terms and provisions of the agreement,
including reasonable attorney's fees, indemnification to broker-dealers and
futures commission merchants, fines, taxes, penalties and interest. The
subadviser, however, shall be liable for any liability, damages, or expenses of
the Adviser arising out of the negligence, malfeasance or violation of
applicable law by it or any of its employees in providing management under the
applicable subadvisory agreement; and, in such cases, the indemnification by
the Adviser referred to above shall be inapplicable.

As noted above in "Background," each subadviser is currently serving as a
subadviser to the Portfolio pursuant to Rule 15a-4 under the 1940 Act. That
rule permits the subadvisory agreements with the subadvisers to remain in
effect for a limited period of time while investor approval of the agreement
are sought provided that certain conditions are met. These conditions include
that (i) the agreement terminates in 150 days if the requisite investor
approval of the agreement is not obtained, and (ii) the aggregate fees paid

<PAGE>

under the agreements pending investor approval not exceed the fees payable to
Asset Management Group under its former subadvisory agreement. Each subadvisory
agreement contains provisions complying with the necessary conditions.

Investors should refer to Exhibits A-1 and A-2 attached hereto for the complete
terms of the Asset Management Group and Sanford Bernstein subadvisory
agreements. The description of the subadvisory agreements set forth herein is
qualified in its entirety by the provisions of the subadvisory agreements as
set forth in such Exhibits.

INVESTMENT ADVISORY FEES

The Adviser (not the Portfolio) pays all subadviser fees.

Under the replacement Asset Management Group subadvisory agreement, Asset
Management Group is entitled to be paid for its services on the basis of the
following annual fee schedule:

                Replacement Asset Management Group Fee Schedule

                  .27% of the first $300 million of net assets
                      allocated to Asset Management Group
                .16% of net assets allocated to Asset Management
                 Group in excess of $300 million but less than
                             or equal to $1 billion
                .13% of net assets allocated to Asset Management
                         Group in excess of $1 billion

Under the former Asset Management Group subadvisory agreement, Asset Management
Group was entitled to be paid for its services on the basis of the following
annual fee schedule:

                   Former Asset Management Group Fee Schedule

                  .25% on the first $100 million of net assets
                  .20% on net assets in excess of $100 million

Under both agreements, net assets are equal to the market value of the
Portfolio. Fees are calculated monthly by multiplying the arithmetic average of
the beginning and ending monthly net assets of the Portfolio by the fee
schedule and dividing by twelve, and paid by the Adviser quarterly.

Under the Sanford Bernstein subadvisory agreement, Sanford Bernstein is
entitled to be paid for its services based on the same fee schedule as is set
forth above for Asset Management Group under the replacement Asset Management
Group subadvisory agreement.

<PAGE>

Approval of both subadvisory agreements, or either one by itself, would have no
effect upon the amount of advisory fees paid by the Portfolio to the Adviser.


Fees payable to Asset Management Group for services provided pursuant to the
former Asset Management Group subadvisory agreement for the period from January
1, 1999 to December 31, 1999 were $2,920,595. As of December 31, 1999 the
Portfolio had net assets of $1,414,634,230. Neither Asset Management Group nor
any affiliated person of Asset Management Group, nor any affiliated person of
any such affiliated person, received any other fees from the Adviser or from
the Portfolio for services provided to the Portfolio during the fiscal year of
the Portfolio ended December 31, 1999. There were no other material payments by
the Adviser or the Portfolio to Asset Management Group, any affiliated person
of Asset Management Group or any affiliated person of any such affiliated
person, during the fiscal year of the Portfolio ended December 31, 1999.


Fees that would have been payable to Asset Management Group for services
provided pursuant to the replacement Asset Management Group subadvisory
agreement for the period from January 1, 1999 to December 31, 1999, had the
replacement Asset Management Group subadvisory agreement been in effect for
such period and assuming that Asset Management Group managed 60% of the
Portfolio's assets at all times during that period, are $1,497,540. Fees that
would have been payable to Sanford Bernstein for services provided pursuant to
the Sanford Bernstein subadvisory agreement for the period from January 1, 1999
to December 31, 1999, had the Sanford Bernstein subadvisory agreement been in
effect for such period and assuming that Sanford Bernstein managed 40% of the
Portfolio's assets at all times during that period, are $998,360. The aggregate
of these fees represents a 14.54% decrease from the amount of fees that would
have been payable to Asset Management Group for such period under the former
Asset Management Group subadvisory agreement.

For the Portfolio's fiscal year ended December 31, 1999, no commissions were
paid to any broker (i) that is an affiliated person of the Portfolio, (ii) that
is an affiliated person of any affiliated person of the Portfolio, or (iii) an
affiliated person of which is an affiliated person of the Portfolio, the
Adviser, Asset Management Group, Sanford Bernstein or the distributor of the
Portfolio.

INFORMATION REGARDING THE SUBADVISERS

     ASSET MANAGEMENT GROUP

Asset Management Group is a division of 1740 Advisors, Inc., a wholly owned
indirect subsidiary of The MONY Group, Inc. Asset Management Group and its
ultimate parent are located at 1740 Broadway, New York, New York 10019. The
MONY Group, Inc. is a publicly traded company.

<PAGE>

Management and Governance. Listed below are the names, positions and principal
occupations of the members of the Board of Directors and the principal
executive officer of Asset Management Group, as of March 31, 2000. The
principal business address of each member of the Board of Directors and
principal executive officer, as it relates to his or her duties at Asset
Management Group, is the same as that of Asset Management Group.


Name                     Principal Occupation

Kenneth M. Levine        Executive Vice President and Chief
                         Investment Officer, The MONY Group, Inc., MONY Life
                         Insurance Company and MONY Life Insurance Company of
                         America; Director of 1740 Advisors, Inc.

John V. Rock             President of 1740 Advisors, Inc. and Senior
                         Vice President of MONY Life Insurance Company;
                         Director of 1740 Advisors, Inc.

Michael I. Roth          Chairman and Chief Executive Officer of The
                         MONY Group, Inc., MONY Life Insurance Company and MONY
                         Life Insurance Company of America; Director of 1740
                         Advisors, Inc.

Richard Daddario         Executive Vice President, Executive Vice
                         President of The MONY Group, Inc., MONY Life Insurance
                         Company and MONY Life Insurance Company of America

No officer or director of the Fund currently is an officer or employee of Asset
Management Group or a member of Asset Management Group's Board of Directors. No
officer or Trustee of Diversified Investors Portfolios has any other material
direct or indirect interest in Asset Management Group or any other person
controlling, controlled by or under common control with Asset Management Group.
Since January 1, 1999, none of the Trustees of the Diversified Investors
Portfolios has had any material interest, direct or indirect, in any material
transactions, or in any material proposed transactions, to which Asset
Management Group was or is to be a party.


Management Activities. Asset Management Group's total assets under management
as of March 31, 2000 totaled approximately $1.3 billion. Information about the
other registered investment companies having investment objectives similar to
the Fund's for which Asset Management Group serves as investment adviser or
subadviser, including fees payable to Asset Management Group by such investment
companies, appears in Exhibit B attached hereto.


<PAGE>


     SANFORD BERNSTEIN

Sanford Bernstein is a New York corporation having an office at 767 Fifth
Avenue, New York, New York 10153-0185. Sanford C. Bernstein Inc., a closely
held Delaware holding company also located at 767 Fifth Avenue, New York, New
York is the parent of Sanford Bernstein.


On June 21, 2000, Alliance Capital Management L.P. ("Alliance") announced that
it has agreed to purchase Sanford Bernstein. If this transaction were to take
place, it would likely result in an assignment of the Sanford Bernstein
subadvisory agreement proposed for approval under this Item. Such an assignment
would result in the automatic termination of the Sanford Bernstein subadvisory
agreement as required by applicable law. If proposed Item 2 of this Proxy
Statement is approved, the Trustees of the Trust would be able to enter into a
replacement subadvisory agreement with Sanford Bernstein, without further
investor or Fund shareholder approval.

MANAGEMENT AND GOVERNANCE. Listed below are the names, positions and principal
occupations of the members of the Board of Directors and the principal
executive officer of Sanford Bernstein, as of April 20, 2000. The principal
business address of each member of the Board of Directors and principal
executive officer, as it relates to his or her duties at Sanford Bernstein, is
the same as that of Sanford Bernstein. Investors should note that the
information listed below could change upon any consummation of the transaction
with Alliance described in the immediately preceding paragraph.


Name                     Principal Occupation

Andrew S. Adelson        Director, Senior Vice President, Chief
                         Investment Officer of International Investment
                         Management Services and Chairman of Global, Global
                         Balanced and International Equity Investment Policy
                         Groups, Sanford Bernstein; Director, Sanford
                         Bernstein, Inc.

Kevin R. Brine           Director and Senior Vice President - Global
                         Asset Management Services, Sanford Bernstein;
                         Director, Sanford Bernstein, Inc.

Charles C. Cahn, Jr.     Director, Senior Vice President and
                         Director of Global Fixed Income, Sanford Bernstein;
                         Director, Sanford Bernstein, Inc.

Marilyn Goldstein Fedak  Director, Chief Investment Officer US
                         Equities and Chairman of US Equity Investment Policy
                         Group, Sanford Bernstein; Director, Sanford Bernstein,
                         Inc.

Arthur W. Fried          Director, Sanford Bernstein; Director,
                         Sanford Bernstein, Inc.; Managing Director, Yad
                         Hanadiv, a philanthropic company (principal
                         occupation)

Michael L. Goldstein     Director, Senior Vice President and Chief
                         Investment Strategist - Institutional Services,
                         Sanford Bernstein; Director, Sanford Bernstein, Inc.

Roger Hertog             Director, President and Chief Operating
                         Officer, Sanford Bernstein; Director, Sanford
                         Bernstein, Inc.

<PAGE>

Thomas S. Hexner         Director and Senior Vice President - Private
                         Client Services, Sanford Bernstein; Director, Sanford
                         Bernstein, Inc.

Gerald M. Lieberman      Director, Senior Vice President of
                         Finance and Administration and Chief Financial
                         Officer, Sanford Bernstein; Director Sanford
                         Bernstein, Inc.

Marc O. Mayer            Director, Senior Vice President and Senior
                         Managing Director of Institutional Research Services,
                         Sanford Bernstein; Director, Sanford Bernstein, Inc.

Jean Margo Reid          Director, Senior Vice President, General
                         Counsel and Secretary, Sanford Bernstein; Director,
                         Sanford Bernstein, Inc.

Lewis A. Sanders         Chairman of the Board of Directors and
                         Chief Executive Officer, Sanford Bernstein; Director,
                         Sanford Bernstein, Inc.

Francis H. Trainer, Jr.  Director, Senior Vice President, Chief
                         Investment Officer for Global Fixed Income and
                         Chairman of US Taxable Fixed-Income Investment Policy
                         Group, Sanford Bernstein; Director, Sanford Bernstein,
                         Inc.

Michael T. Borgia        Senior Vice President Operations, Sanford
                         Bernstein

No officer or director of the Fund currently is an officer or employee of
Sanford Bernstein or a member of Sanford Bernstein's Board of Directors. No
officer or Trustee of Diversified Investors Portfolios has any other material
direct or indirect interest in Sanford Bernstein or any other person
controlling, controlled by or under common control with Sanford Bernstein.
Since January 1, 1999, none of the Trustees of the Diversified Investors
Portfolios has had any material interest, direct or indirect, in any material
transactions, or in any material proposed transactions, to which Sanford
Bernstein was or is to be a party.

MANAGEMENT ACTIVITIES. Sanford Bernstein's total assets under management as of
March 31, 2000 totaled approximately $83.3 billion. Sanford Bernstein does not
serve as the investment adviser to any other registered investment companies
having investment objectives similar to the Fund's.

THE EVALUATION BY THE BOARD OF TRUSTEES

The Board of Trustees of the Trust voted to terminate the prior Asset
Management Group subadvisory agreement and approved the replacement Asset

<PAGE>

Management Group subadvisory agreement and the new Sanford Bernstein
subadvisory agreement at a meeting held on April 5, 2000.

At the meeting, the Board considered a presentation from Sanford Bernstein,
noting the company's experience advising registered investment companies and
the company's performance track record as compared to various benchmarks. The
Board reviewed and discussed the information presented regarding Sanford
Bernstein's proposed fees and expense ratio, and the information as to the
company's business organization, financial resources and other matters. The
Board also reviewed and discussed information about the investment experience
of the personnel who would be serving as portfolio managers and how the
Portfolio's assets allocated to Sanford Bernstein would be managed.

The Board also considered a presentation from the Adviser on the topic of
having more than one subadviser for the Portfolio, noting that a combination of
subadvisers can reduce volatility.

The Board considered the nature and quality of services expected to be provided
by Asset Management Group and reviewed and discussed information regarding
Asset Management Group's fees, expense ratio and performance. The Board
considered information as to the subadviser's business organization, financial
resources, personnel and other matters. The Board compared the investment
performance of the Portfolio as managed by Asset Management Group to the
investment performance of certain accounts managed by Sanford Bernstein.

Based upon its review, the Board of Trustees concluded that (a) each of Asset
Management Group and Sanford Bernstein had adequate resources and expertise to
provide advisory services to the Portfolio, (b) the terms of each subadvisory
agreement were reasonable, fair and in the best interests of the Portfolio and
its holders of beneficial interests, and (c) the fees provided in each
subadvisory agreement were fair and reasonable in light of the usual and
customary charges made for services of the same nature and quality.
Accordingly, after consideration of the above factors, and such other factors
and information as it deemed relevant, the Board of Trustees, including all of
the Independent Trustees, voted to terminate the existing Asset Management
Group subadvisory agreement, approved the replacement Asset Management Group
subadvisory agreement and the new Sanford Bernstein subadvisory agreement and
voted to recommend the approval of both subadvisory agreements by the holders
of beneficial interests in the Portfolio.

Required Vote

Approval of each subadvisory agreement will require the approval of "a majority
of the outstanding voting securities" (as defined below) of the Portfolio
present in person or represented by proxy at a meeting of the holders of the
beneficial interests in the Portfolio. Under the 1940 Act, a "majority of the

<PAGE>

outstanding voting securities" of an issuer means the affirmative vote by the
lesser of (a) 67% or more of the issuer's voting securities present at a
meeting if the holders of more than 50% of the issuer's outstanding voting
securities are present in person or represented by proxy or (b) more than 50%
of the issuer's outstanding voting securities (a "1940 Act Majority").

In the event that either or both of the subadvisory agreements do not receive
the requisite investor approval, the Adviser would negotiate one or more new
investment subadvisory agreements with different advisory organizations or make
other appropriate arrangements, in either event subject to approval in
accordance with the 1940 Act.

THE BOARD OF TRUSTEES OF THE TRUST RECOMMENDS THAT INVESTORS IN THE PORTFOLIO
VOTE FOR APPROVAL OF THE ASSET MANAGEMENT GROUP SUBADVISORY AGREEMENT AND THE
SANFORD BERNSTEIN SUBADVISORY AGREEMENT.

     ITEM 2.     To authorize the Board of Trustees of Diversified Investors
                 Portfolios to select and change investment subadvisers and
                 enter into investment subadvisory agreements without obtaining
                 the approval of investors.

As discussed above, the Adviser selects and employs one or more subadvisers to
make the day-to-day investment selections for the Portfolio, and reviews the
subadvisers' continued performance. See "Background." The Adviser may terminate
the services of any subadviser at any time; however, retaining the services of
a new subadviser, as in the situation involving Sanford Bernstein, or approving
a replacement subadvisory agreement, as in the situation involving Asset
Management Group, currently require Portfolio investor approval.

The 1940 Act requires that all contracts pursuant to which persons serve as
investment advisers to investment companies be approved by investors. This
requirement currently applies to the appointment of any new or replacement
subadviser to the Portfolio. However, the Trust has received exemptive relief
from the Securities and Exchange Commission from these investor vote
requirements. If this proposed Item 2 is approved by the Portfolio's investors,
the Board of Trustees of the Trust would be able, without further investor
approval, to appoint additional or replacement subadvisers so long as certain
requirements are complied with. The Trustees would not, however, be able to
replace the Adviser as investment adviser without complying with the 1940 Act
and applicable regulations governing investor approval of advisory contracts.

This Item 2 is intended to facilitate the efficient supervision and management
of the subadvisers by the Adviser and the Trustees of the Trust. The Adviser
continuously monitors the performance of the subadvisers and may from time to

<PAGE>

time recommend that the Board of Trustees of the Trust replace a subadviser or
appoint additional subadvisers, depending on the Adviser's assessment of which
subadviser or combination of subadvisers it believes will optimize the
Portfolio's chances of achieving its investment objective. If the Portfolio's
investors approve this proposed Item 2, the Portfolio would no longer be
required to call an investor meeting each time a new or replacement subadviser
is appointed, and investors would not be asked to vote thereon.


For, example, as discussed above in "Information Regarding the Subadvisers -
Sanford Bernstein," if Sanford Bernstein were to be acquired by Alliance and if
this proposed Item is approved, the Trustees of the Trust would be able to
enter into a subadvisory agreement to replace the Sanford Bernstein subadvisory
agreement proposed for approval under Item I, without further investor
approval.


Investor meetings entail substantial costs which could diminish the benefits of
the current subadvisory arrangements. These costs must be weighed against the
benefits of investor scrutiny of proposed contracts with additional or
replacement subadvisers. However, even in the absence of investor approval, any
proposal to add or replace subadvisers would receive careful review. First, the
Adviser would assess the Portfolio's needs and, if it believed additional or
replacement subadvisers could benefit the Portfolio, would search for available
investment subadvisers. Second, any recommendations made by the Adviser would
have to be approved by a majority of the Trustees of the Trust, including a
majority of the Independent Trustees. In selecting any new or replacement
subadvisers, the Trustees are required to determine that an investment
management agreement with the subadviser is reasonable, fair and in the best
interests of a fund and its investors, and that the fees provided in the
agreement are fair and reasonable in light of the usual and customary charges
made by others for services of the same nature and quality. Finally, any
further appointments of additional or replacement subadvisers would have to
comply with the conditions contained in the Securities and Exchange Commission
exemptive order, which include that the Portfolio furnish to its investors
(including the Fund) certain information about the additional or replacement
subadvisers.

The Trustees of the Trust believe that the proposed authority for the Board of
Trustees to select and change investment subadvisers and enter into investment
subadvisory agreements without obtaining the approval of Portfolio investors is
in the best interests of the investors in the Portfolio.

REQUIRED VOTE

Authorizing the Board of Trustees of the Trust to select and change investment
subadvisers and enter into investment subadvisory agreements without obtaining
the approval of Portfolio investors will require the approval of a 1940 Act
majority of the outstanding voting securities of the Portfolio, present in
person or represented by proxy at a meeting of investors in the Portfolio.

THE BOARD OF TRUSTEES OF THE TRUST RECOMMENDS THAT THE INVESTORS IN THE
PORTFOLIO VOTE FOR AUTHORIZING THE TRUSTEES OF THE TRUST TO SELECT AND CHANGE
INVESTMENT SUBADVISERS AND ENTER INTO INVESTMENT SUBADVISORY AGREEMENTS WITHOUT
OBTAINING THE APPROVAL OF INVESTORS.

<PAGE>

     ITEM 3.     To transact such other business as may properly come before
                 the Special Meeting of Investors and any adjournments thereof.

Management of the Trust knows of no other business to be presented at the
Meeting. If any additional matters should be properly presented, it is intended
that the enclosed proxy (if not limited to the contrary) will be voted in
accordance with the judgment of the persons named in such proxy.

                             ADDITIONAL INFORMATION

The Portfolio's exclusive placement agent is Diversified Investors Securities
Corp., 4 Manhattanville Road, Purchase, New York 10577. The Portfolio's
Administrator and Transfer Agent is Diversified Investment Advisors, Inc., 4
Manhattanville Road, Purchase, New York 10577.

As of the Record Date, no Trustees or officers of the Trust owned beneficially
or had the right to vote any outstanding interests in the Portfolio.

As of the Record Date, the following persons owned of record or had the right
to vote 5% or more of the outstanding beneficial interests in the Portfolio:

<TABLE>
<CAPTION>

<S>                                              <C>                           <C>
Name and Address of                              Amount and Nature of              Percent of
   Record Owner                                   Record Ownership             Beneficial Interest

AUSA Life Insurance                                $697,785,387                      59.27%
  Company, Inc.
4 Manhattanville Road
Purchase, NY  10577

Diversified Investment Advisors                    $136,917,354                      11.63%
  Collective Trust
4 Manhattanville Road
Purchase, NY  10577

Diversified Investors                              $272,122,912                      23.12%
  Funds Group
4 Manhattanville Road
Purchase, NY  10577

MONY Life Insurance Company                         $70,430,897                       5.98%
1740 Broadway
New York, NY  10019
</TABLE>

<PAGE>

The Trust is a New York trust and as such is not required to hold annual
meetings of investors, although special meetings may be called for the
Portfolio, or for the Trust as a whole, for purposes such as electing Trustees
or removing Trustees, changing fundamental policies, or approving an advisory
contract. Investor proposals to be presented at any subsequent meeting of
investors must be received by the Trust at the Trust's office within a
reasonable time before the proxy solicitation is made.

YOU ARE URGED TO FILL IN, DATE, SIGN AND RETURN THE ENCLOSED PROXY PROMPTLY.

                                    By Order of the Board of Trustees,

                                    /s/ Robert F. Colby
                                    Robert F. Colby, Secretary

July 10, 2000


<PAGE>


INSTRUCTION CARD                                               INSTRUCTION CARD

                            VALUE & INCOME PORTFOLIO
                  a series of Diversified Investors Portfolios

                       Instructions for a Special Meeting
                    of Investors to be held August 15, 2000

     The undersigned owner of a Group Variable Annuity Contract (the
"Contract") issued by AUSA Life Insurance Company, Inc. ("AUSA") with unit
interests in The Diversified Investors Variable Funds Value & Income Subaccount
(the "Subaccount"), a subaccount of The Diversified Investors Variable Funds
(the "Diversified Account"), revoking all Proxies heretofore given, hereby
instructs AUSA to vote on behalf of the undersigned that portion of the
Subaccount's interest in the Value & Income Portfolio corresponding to the
undersigned's unit interests in the Subaccount at the Special Meeting of
Investors of Value & Income Portfolio to be held at the offices of Diversified
Investment Advisors, Inc., 4 Manhattanville Road, Purchase, New York 10577 on
August 15, 2000, at 10:00 a.m., Eastern time, and at any adjournment thereof,
as follows:

INSTRUCTIONS SOLICITED ON BEHALF OF THE SUBACCOUNT.

THE BOARD OF Trustees OF Diversified Investors Portfolios RECOMMENDS A VOTE FOR
THE FOLLOWING PROPOSALS.

1.    (a) To instruct AUSA to vote to approve a new Investment Subadvisory
          Agreement between Diversified Investment Advisors, Inc. and Asset
          Management Group, a division of 1740 Advisors, Inc.

      ----FOR                 ----AGAINST                ----ABSTAIN

      (b) To instruct AUSA to vote to approve a new Investment Subadvisory
          Agreement between Diversified Investment Advisors, Inc. and Sanford
          C. Bernstein & Co., Inc.

      ----FOR                 ----AGAINST                ----ABSTAIN

2.    To instruct AUSA to authorize the Board of Trustees of Diversified
      Investors Portfolios to select and change investment subadvisers and
      enter into investment subadvisory agreements without obtaining the
      approval of investors.

      ----FOR                 ----AGAINST                ----ABSTAIN

<PAGE>

THE UNIT INTERESTS REPRESENTED HEREBY WILL BE VOTED AS INDICATED OR VOTED TO
INSTRUCT AUSA TO VOTE FOR ANY PROPOSAL FOR WHICH NO CHOICE IS INDICATED.


THE PROXIES ARE AUTHORIZED IN THEIR DISCRETION TO VOTE UPON SUCH OTHER MATTERS
AS MAY COME BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF.

Date:_______________
                                    -----------------------------------
                                    Signature of Contract Holder


NOTE:  PLEASE SIGN EXACTLY AS YOUR NAME APPEARS ON THIS CARD

When signing as attorney, executor, administrator, trustee, guardian or as
custodian for a minor, please sign your name and give your full title as such.
If signing on behalf of a corporation, please sign the full corporate name and
your name and indicate your title. If you are a partner signing for a
partnership, please sign the partnership name and your name. Joint owners
should each sign this instruction card.


<PAGE>

BALLOT                                                                    BALLOT

                            VALUE & INCOME PORTFOLIO
                  a series of Diversified Investors Portfolios

                       Instructions for a Special Meeting
                    of Investors to be held August 15, 2000

        The undersigned, a participant in a Group Variable Annuity Contract
(the "Contract") issued by AUSA Life Insurance Company, Inc. ("AUSA"), hereby
instructs the holder of the Contract (the "Contract Holder") to instruct AUSA
to vote on behalf of the undersigned that portion of the unit interests in The
Diversified Investors Variable Funds Value & Income Subaccount (the
"Subaccount"), a subaccount of the Diversified Investors Variable Funds (the
"Diversified Account"), that are attributable to the undersigned's
participation in the Contract and that the Contract Holder is entitled to
instruct AUSA to vote at the Special Meeting of Investors of Value & Income
Portfolio to be held at 4 Manhattanville Road, Purchase, New York 10577 on
August 15, 2000, at 10:00 a.m., Eastern time, and at any adjournment thereof,
as follows:

INSTRUCTIONS SOLICITED ON BEHALF OF THE CONTRACT HOLDER.

THE BOARD OF TRUSTEES OF DIVERSIFIED INVESTORS PORTFOLIOS RECOMMENDS A VOTE FOR
THE FOLLOWING PROPOSALS.

1.    (a) To instruct AUSA to vote to approve a new Investment Subadvisory
          Agreement between Diversified Investment Advisors, Inc. and Asset
          Management Group, a division of 1740 Advisors, Inc.

       ----FOR                 ----AGAINST                ----ABSTAIN

      (b) To instruct AUSA to vote to approve a new Investment Subadvisory
          Agreement between Diversified Investment Advisors, Inc. and Sanford
          C. Bernstein & Co., Inc.

       ----FOR                 ----AGAINST                ----ABSTAIN

2.    To instruct AUSA to authorize the Board of Trustees of Diversified
      Investors Portfolios to select and change investment subadvisers and
      enter into investment subadvisory agreements without obtaining the
      approval of investors.

      ----FOR                 ----AGAINST                ----ABSTAIN

<PAGE>

THE UNIT INTERESTS ATTRIBUTABLE TO THE UNDERSIGNED'S PARTICIPATION IN THE
CONTRACT WILL BE VOTED AS INDICATED OR VOTED TO INSTRUCT AUSA TO VOTE FOR ANY
PROPOSALS FOR WHICH NO CHOICE IS INDICATED.

THE CONTRACT HOLDER IS INSTRUCTED IN ITS DISCRETION TO VOTE UPON SUCH OTHER
MATTERS AS MAY COME BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF.

Date:_______________
                                    -----------------------------------
                                    Signature

                                    -----------------------------------
                                    Signature of joint owner, if any

NOTE:  PLEASE SIGN EXACTLY AS YOUR NAME(S) APPEAR ON THIS CARD

When signing as attorney, executor, administrator, trustee, guardian or as
custodian for a minor, please sign your name and give your full title as such.
If signing on behalf of a corporation, please sign the full corporate name and
your name and indicate your title. If you are a partner signing for a
partnership, please sign the partnership name and your name. Joint owners
should each sign this ballot.

<PAGE>


INSTRUCTION CARD                                                INSTRUCTION CARD

                            VALUE & INCOME PORTFOLIO
                  a series of Diversified Investors Portfolios

                       Instructions for a Special Meeting
                    of Investors to be held August 15, 2000

        The undersigned owner of a Group Variable Annuity Contract (the
"Contract") issued by MONY Life Insurance Company ("MONY") with unit interests
in the Keynote Value & Income Subaccount (the "Subaccount"), a subaccount of
the Keynote Series Account ("Keynote"), revoking all Proxies heretofore given,
hereby instructs MONY to vote on behalf of the undersigned that portion of the
Subaccount's interest in the Value & Income Portfolio corresponding to the
undersigned's unit interests in the Subaccount at the Special Meeting of
Investors of Value & Income Portfolio to be held at the offices of Diversified
Investment Advisors, Inc., 4 Manhattanville Road, Purchase, New York 10577 on
August 15, 2000 at 10:00 a.m., Eastern time, and at any adjournment thereof, as
follows:

INSTRUCTIONS SOLICITED ON BEHALF OF THE SUBACCOUNT.

THE BOARD OF TRUSTEES OF DIVERSIFIED INVESTORS PORTFOLIOS RECOMMENDS A VOTE FOR
THE FOLLOWING PROPOSALS.

1.      (a) To instruct MONY to vote to approve a new Investment Subadvisory
        Agreement between Diversified Investment Advisors, Inc. and Asset
        Management Group, a division of 1740 Advisors, Inc.

        ----FOR                 ----AGAINST                ----ABSTAIN

        (b) To instruct MONY to vote to approve a new Investment Subadvisory
        Agreement between Diversified Investment Advisors, Inc. and Sanford C.
        Bernstein & Co., Inc.

        ----FOR                 ----AGAINST                ----ABSTAIN

2.      To instruct MONY to authorize the Board of Trustees of Diversified
        Investors Portfolios to select and change investment subadvisers and
        enter into investment subadvisory agreements without obtaining the
        approval of investors.

        ----FOR                 ----AGAINST                ----ABSTAIN

<PAGE>


THE UNIT INTERESTS REPRESENTED HEREBY WILL BE VOTED AS INDICATED OR VOTED TO
INSTRUCT MONY TO VOTE FOR ANY PROPOSAL FOR WHICH NO CHOICE IS INDICATED.


THE PROXIES ARE AUTHORIZED IN THEIR DISCRETION TO VOTE UPON SUCH OTHER MATTERS
AS MAY COME BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF.

Date:_______________
                                    -----------------------------------
                                    Signature of Contract Holder


NOTE:  PLEASE SIGN EXACTLY AS YOUR NAME APPEAR ON THIS CARD

When signing as attorney, executor, administrator, trustee, guardian or as
custodian for a minor, please sign your name and give your full title as such.
If signing on behalf of a corporation, please sign the full corporate name and
your name and indicate your title. If you are a partner signing for a
partnership, please sign the partnership name and your name. Joint owners
should each sign this instruction card.

<PAGE>


BALLOT                                                                    BALLOT

                            VALUE & INCOME PORTFOLIO
                 as series of Diversified Investors Portfolios

                       Instructions for a Special Meeting
                    of Investors to be held August 15, 2000

        The undersigned, a participant in a Group Variable Annuity Contract
(the "Contract") issued by MONY Life Insurance Company ("MONY"), hereby
instructs the holder of the Contract (the "Contract Holder") to instruct MONY
to vote on behalf of the undersigned that portion of the unit interests in the
Keynote Value & Income Subaccount (the "Subaccount"), a subaccount of the
Keynote Series Account ("Keynote"), that are attributable to the undersigned's
participation in the Contract and that the Contract Holder is entitled to
instruct MONY to vote at the Special Meeting of Investors of Value & Income
Portfolio to be held at 4 Manhattanville Road, Purchase, New York 10577 on
August 15, 2000, at 10:00 a.m., Eastern time, and at any adjournment thereof,
as follows:

INSTRUCTIONS SOLICITED ON BEHALF OF THE CONTRACT HOLDER.

THE BOARD OF TRUSTEES OF DIVERSIFIED INVESTORS PORTFOLIOS RECOMMENDS A VOTE FOR
THE FOLLOWING PROPOSALS.

1.      (a) To instruct MONY to vote to approve a new Investment Subadvisory
        Agreement between Diversified Investment Advisors, Inc. and Asset
        Management Group, a division of 1740 Advisors, Inc.

        ----FOR                 ----AGAINST                ----ABSTAIN

        (b) To instruct MONY to vote to approve a new Investment Subadvisory
        Agreement between Diversified Investment Advisors, Inc. and Sanford C.
        Bernstein & Co., Inc.

        ----FOR                 ----AGAINST                ----ABSTAIN

2.      To instruct MONY to authorize the Board of Trustees of Diversified
        Investors Portfolios to select and change investment subadvisers and
        enter into investment subadvisory agreements without obtaining the
        approval of investors.

        ----FOR                 ----AGAINST                ----ABSTAIN

<PAGE>

THE UNIT INTERESTS ATTRIBUTABLE TO THE UNDERSIGNED'S PARTICIPATION IN THE
CONTRACT WILL BE VOTED AS INDICATED OR VOTED TO INSTRUCT MONY TO VOTE FOR ANY
PROPOSALS FOR WHICH NO CHOICE IS INDICATED.

THE CONTRACT HOLDER IS INSTRUCTED IN ITS DISCRETION TO VOTE UPON SUCH OTHER
MATTERS AS MAY COME BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF.

Date:_______________
                                    -----------------------------------
                                    Signature

                                    -----------------------------------
                                    Signature of joint owner, if any

NOTE:  PLEASE SIGN EXACTLY AS YOUR NAME(S) APPEAR ON THIS CARD

When signing as attorney, executor, administrator, trustee, guardian or as
custodian for a minor, please sign your name and give your full title as such.
If signing on behalf of a corporation, please sign the full corporate name and
your name and indicate your title. If you are a partner signing for a
partnership, please sign the partnership name and your name. Joint owners
should each sign this ballot.

<PAGE>





PROXY CARD                                                            PROXY CARD

                            VALUE & INCOME PORTFOLIO
                  a series of Diversified Investors Portfolios

                         A Proxy for a Special Meeting
                    of Investors to be held August 15, 2000

        The undersigned, revoking all Proxies heretofore given, hereby appoints
each of Tom A. Schlossberg, Robert F. Colby and Gerald L. Katz, or any of them,
as Proxies of the undersigned with full power of substitution, to vote on
behalf of all of the undersigned's beneficial interests in Value & Income
Portfolio (the "Portfolio"), a series of Diversified Investors Portfolios,
which the undersigned is entitled to vote at the Special Meeting of Investors
of the Portfolio to be held at the offices of Diversified Investment Advisors,
Inc., 4 Manhattanville Road, Purchase, New York 10577 on August 15, 2000, at
10:00 a.m., Eastern time, and at any adjournment thereof, as fully as the
undersigned would be entitled to vote if personally present, as follows:

PROXY SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF THE TRUST.

THE BOARD OF TRUSTEES RECOMMENDS A VOTE FOR THE FOLLOWING PROPOSALS.

1.      (a) To approve a new Investment Subadvisory Agreement between
        Diversified Investment Advisors, Inc.
        and Asset Management Group, a division of 1740 Advisors, Inc.

        ----FOR                 ----AGAINST                ----ABSTAIN

        (b) To approve a new Investment Subadvisory Agreement between
        Diversified Investment Advisors, Inc. and Sanford C. Bernstein & Co.,
        Inc.

        ----FOR                 ----AGAINST                ----ABSTAIN

2.      To authorize the Board of Trustees of Diversified Investors Portfolios
        to select and change investment subadvisers and enter into investment
        subadvisory agreements without obtaining the approval of investors.

        ----FOR                 ----AGAINST                ----ABSTAIN

THE BENEFICIAL INTERESTS REPRESENTED HEREBY WILL BE VOTED AS INDICATED OR FOR
ANY PROPOSALS FOR WHICH NO CHOICE IS INDICATED.

<PAGE>

THE PROXIES ARE AUTHORIZED IN THEIR DISCRETION TO VOTE UPON SUCH OTHER MATTERS
AS MAY COME BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF.

Date:_______________
                                    -----------------------------------
                                    Signature

                                    -----------------------------------
                                    Signature of joint owner, if any

NOTE:  PLEASE SIGN EXACTLY AS YOUR NAME(S) APPEAR ON THIS CARD

When signing as attorney, executor, administrator, trustee, guardian or as
custodian for a minor, please sign your name and give your full title as such.
If signing on behalf of a corporation, please sign the full corporate name and
your name and indicate your title. If you are a partner signing for a
partnership, please sign the partnership name and your name. Joint owners
should each sign this proxy.


<PAGE>
                                                                    EXHIBIT A-1

                        INVESTMENT SUBADVISORY AGREEMENT


     INVESTMENT SUBADVISORY AGREEMENT, dated as of April 20, 2000, by and
between Diversified Investment Advisors, Inc., a Delaware corporation
("Diversified") and 1740 Advisors, Inc., ("Subadvisor").

                                  WITNESSETH:

     WHEREAS, Diversified is an investment advisor registered under the
Investment Advisers Act of 1940 and has been retained to provide investment
advisory services to the Value & Income Portfolio ("Portfolio"), a series of
Diversified Investors Portfolios, a diversified open-end management investment
company registered under the Investment Company Act of 1940 ("1940 Act");

     WHEREAS, Diversified desires to retain the Subadvisor to furnish it with
portfolio investment advisory services in connection with Diversified's
investment advisory activities on behalf of the Portfolio, and the Subadvisor
is willing to furnish such services to Diversified;

     NOW, THEREFORE, in consideration of the mutual covenants and agreements of
the parties hereto as herein set forth, the parties covenant and agree as
follows:

     1. Duties of the Subadvisor. In accordance with and subject to the
Investment Advisory Agreement between the Portfolio and Diversified, attached
hereto as Schedule A (the "Advisory Agreement"), Diversified hereby appoints
the Subadvisor to perform the portfolio investment advisory services described
herein for the investment and reinvestment of such amount of the Portfolio's
assets as is determined from time to time by Diversified, subject to the
control and direction of Diversified and the Diversified Investors Portfolios'
Board of Trustees, for the period and on the terms hereinafter set forth.

     The Subadvisor shall provide Diversified with such investment advice and
supervision as the latter may from time to time consider necessary for the
proper supervision of the Portfolio's assets. The Subadvisor shall furnish
continuously an investment program and shall determine from time to time what
securities shall be purchased, sold or exchanged and what portion of the assets
of the Portfolio shall be held uninvested, subject always to the provisions of
<PAGE>
the 1940 Act and to the Portfolio's then-current Prospectus and Statement of
Additional Information ("SAI").

     In particular, the Subadvisor shall, without limiting the foregoing: (i)
continuously review, supervise and implement the investment program of the
Portfolio; (ii) monitor regularly the relevant securities for the Portfolio to
determine if adjustments are warranted and, if so, to make such adjustments;
(iii) determine, in the Subadvisor's discretion, the securities to be purchased
or sold or exchanged in order to keep the Portfolio in balance with its
designated investment strategy; (iv) determine, in the Subadvisor's discretion,
whether to exercise warrants or other rights with respect to the Portfolio's
securities; (v) determine, in the Subadvisor's discretion, whether the merit of
an investment has been substantially impaired by extraordinary events or
financial conditions, thereby warranting the removal of such securities from
the Portfolio; (vi) as promptly as practicable after the end of each calendar
month, furnish a report showing: (a) all transactions during such month, (b)
all assets of the Portfolio on the last day of such month, rates of return, and
(c) such other information relating to the Portfolio as Diversified may
reasonably request; (vii) meet at least four times per year with Diversified
and with such other persons as may be designated on reasonable notice and at
reasonable locations, at the request of Diversified, to discuss general
economic conditions, performance, investment strategy, and other matters
relating to the Portfolio; (viii) provide the Portfolio with records concerning
the Subadvisor's activities which the Portfolio is required to by law maintain;
and (ix) render regular reports to the Portfolio's officers and Directors
concerning the Subadvisor's discharge of the foregoing responsibilities.

     The Subadvisor shall also make recommendations to Diversified as to the
manner in which voting rights, rights to consent to corporate action and any
other rights pertaining to the Portfolio's securities shall be exercised.
Should the Board of Trustees at any time make any definite determination as to
investment policy with respect to the Portfolio and notify the Subadvisor
thereof in writing, the Subadvisor shall be bound by such determination for the
period, if any, specified in such notice or until similarly notified that such
policy has been revoked.

     The Subadvisor shall take, on behalf of the Portfolio, all actions which
it deems necessary to implement the investment policies determined as provided
above, and in particular to place all orders for the purchase or sale of
Portfolio securities for the Portfolio's account with brokers or dealers
selected by it, and to that end the Subadvisor is authorized as the agent of
the Portfolio to give instructions to the custodian of the Portfolio as to
deliveries of securities and payments of cash for the account of the Portfolio.
<PAGE>
In connection with the selection of such brokers or dealers and the placing of
such orders, the Subadvisor is directed to seek for the Portfolio, in its best
judgment, prompt execution in an effective manner at the most favorable price.
Subject to this requirement of seeking the most favorable price, securities may
be bought from or sold to broker-dealers who have furnished statistical,
research and other information or services to the Subadvisor or the Portfolio,
subject to any applicable laws, rules and regulations.

     2. Allocation of Charges and Expenses. The Subadvisor shall furnish at its
own expense all necessary services, facilities and personnel in connection with
its responsibilities under Section 1 above. It is understood that the Portfolio
will pay all of its own expenses and liabilities including, without limitation,
compensation and out-of-pocket expenses of Trustees not affiliated with the
Subadvisor or Diversified; governmental fees; interest charges; taxes;
membership dues; fees and expenses of independent auditors, of legal counsel
and of any transfer agent, administrator, distributor, shareholder servicing
agents, registrar or dividend disbursing agent of the Portfolio; expenses of
distributing and redeeming shares and servicing shareholder accounts; expenses
of preparing, printing and mailing prospectuses, shareholder reports, notices,
proxy statements and reports to governmental officers and commissions and to
shareholders of the Portfolio; expenses connected with the execution, recording
and settlement of Portfolio security transactions; insurance premiums; fees and
expenses of the custodian for all services to the Portfolio, including
safekeeping of funds and securities and maintaining required books and
accounts; expenses of calculating the net asset value of shares of the
Portfolio; expenses of shareholder meetings; expenses of litigation and other
extraordinary or non-recurring events and expenses relating to the issuance,
registration and qualification of shares of the Portfolio.

     3. Compensation of the Subadvisor. For the services to be rendered,
Diversified shall pay to the Subadvisor an investment advisory fee computed in
accordance with the terms of Schedule B herewith attached. If the Subadvisor
serves for less than the whole of any period specified, its compensation shall
be prorated.

     4. Covenants and Representations of the Subadvisor. The Subadvisor agrees
that it will not deal with itself, or with the Trustees of the Portfolio or
with Diversified, or the principal underwriter or distributor as principals in
making purchases or sales of securities or other property for the account of
the Portfolio, except as permitted by the 1940 Act, will not take a long or
short position in the shares of the Portfolio except as permitted by the
Articles, and will comply with all other provisions of the Articles and By-Laws
<PAGE>
and any current Prospectus of the Portfolio relative to the Subadvisor, Advisor
and its Trustees and officers.

     The Subadvisor represents and warrants that it is an investment manager
within the meaning of Section 3(38) of the Employee Retirement Income Security
Act of 1974 ("ERISA"). The Subadvisor acknowledges that it will be acting as a
fiduciary with respect to the assets, and that it will exercise its investment
authority hereunder in accordance with the fiduciary standards set forth in
ERISA.

     The Subadvisor shall not engage in any "Prohibited Transaction" within the
meaning of Section 406 of ERISA or Section 4975 of the Internal Revenue Code of
1986, as amended.

     5. Limits on Duties. The Subadvisor is a fiduciary under ERISA with
respect to the assets, but shall not be responsible for diversification as
required by ERISA. The Subadvisor shall be responsible only for managing the
assets in good faith and in accordance with the investment guidelines, and
shall have no responsibility whatsoever for, and shall incur no liability on
account of, (i) diversification or selection of such investment guidelines,
(ii) advice on, or management of any other assets for Diversified, (iii) filing
of any tax or information returns or forms, withholding or paying any taxes, or
seeking any exemption or refund, (iv) registration with any government or
agency, or (v) administration of the plans and trusts investing through this
Agreement, and shall be indemnified by Diversified for any loss in carrying out
the terms and provisions of this Agreement, including reasonable attorney's
fees, indemnification to brokers and commission merchants, fines, taxes,
penalties and interest. Subadvisor, however, shall be liable for any liability,
damages, or expenses of Diversified arising out of the negligence, malfeasance,
or violation of applicable law by any of its employees in providing management
under this Agreement; and, in such cases, the indemnification by Diversified,
referred to above shall be inapplicable.

     The Subadvisor may apply to Diversified at any time for instructions and
may consult counsel for Diversified or its own counsel with respect to any
matter arising in connection with the duties of the Subadvisor. Also, the
Subadvisor shall be protected in acting upon advice of Diversified and/or
Diversified's counsel and upon any document which Subadvisor reasonably
believes to be genuine and to have been signed by the proper person or persons.

     6. Exclusivity. Subadvisor represents to Diversified that during the first
three years of this Agreement Subadvisor will not manage any equity value funds
for any other company operating under a hub-and-spoke structure in
<PAGE>
Diversified's target market. (See Schedule C.) At the end of three years, this
exclusive management provision will continue in effect from year to year if the
assets under management exceed $100 million dollars.

     If, at the end of three years or any year thereafter, the Portfolio's
assets are less than $100 million dollars, then this exclusivity provision will
become inapplicable.

     This exclusivity provision also ends if either party to the Agreement
terminates the Agreement.

     7. Duration, Termination and Amendments of this Agreement. This Agreement
shall become effective as of the day and year first above written and shall
govern the relations between the parties hereto thereafter, and, unless
terminated earlier as provided below, shall remain in force for two years, on
which date it will terminate unless its continuance thereafter is specifically
approved at least annually (a) by the vote of a majority of the Trustees of the
Portfolio who are not "interested persons" to this Agreement or of the
Subadvisor or Diversified at an in person meeting specifically called for the
purpose of voting on such approval, and (b) by the Board of Trustees of the
Portfolio or by vote of a majority of the outstanding voting securities of the
Portfolio. However, if the shareholders of the Portfolio fail to approve the
Agreement as provided herein, the Subadvisor may continue to serve hereunder in
the manner and to the extent permitted by the Investment Company Act of 1940
and Rules thereunder.

     This Agreement may be terminated at any time upon Diversified's giving of
60 days notice to the Subadvisor without the payment of any penalty by the
Trustees or by the vote of a majority of the outstanding voting securities of
the Portfolio, or by Diversified. It is expressly agreed between Diversified
and the Subadvisor that although this Agreement will not formally terminate
until the 60 day notice period has expired that Diversified may, at its option,
immediately take over the management of the Portfolio on the day such notice is
given. The Subadvisor may terminate the Agreement only upon giving 90 days'
advance written notice to Diversified. This Agreement shall automatically
terminate in the event of its assignment.

     Except as otherwise provided by applicable law, this Agreement may be
amended only if such amendment is approved by the vote of a majority of the
outstanding voting securities of the Portfolio and by vote of a majority of the
Board of Trustees of the Fund who are not parties to this Agreement or
interested persons of any such party, cast in person at a meeting called for
the purpose of voting on such approval.
<PAGE>
     The terms "specifically approved at least annually", "vote of a majority
of the outstanding voting securities", "assignment", "affiliated person", and
"interested persons", when used in this Agreement, shall have the respective
meanings specified in, and shall be construed in a manner consistent with, the
1940 Act, subject, however, to such exemptions as may be granted by the
Securities and Exchange Commission under said Act.

     8. Certain Records. Any records to be maintained and preserved pursuant to
the provisions of Rule 31a-1 and Rule 31a-2 adopted under the 1940 Act which
are prepared or maintained by the Subadvisor on behalf of the Portfolio are the
property of the Portfolio and will be surrendered promptly to the Portfolio on
request.

     9. Survival of Compensation Rates. All rights to compensation under this
Agreement shall survive the termination of this Agreement.

     10. Entire Agreement. This Agreement states the entire agreement of the
parties with respect to investment advisory services to be provided to the
Portfolio by the Subadvisor and may not be amended except in a writing signed
by the parties hereto and approved in accordance with Section 7 hereof.

     11. Applicable Law. This Agreement shall be governed by, and construed in
accordance with, the laws of the State of New York.

     12. Change of Management and Pending Litigation. Subadvisor represents to
Diversified that it will disclose to Diversified promptly after it has
knowledge of any significant change or variation in is management structure or
personnel or any significant change or variation in its management style or
investment philosophy. In addition, Subadvisor represents to Diversified that
it will similarly disclose to Diversified, promptly after it has knowledge, the
existence of any pending legal action being brought against it whether in the
form of a lawsuit or a non-routine investigation by any federal or state
governmental agency.

     Diversified represents to Subadvisor that any information received by
Diversified pursuant to this section will be kept strictly confidential and
will not be disclosed any third party.

     13. Use of Name. Subadvisor hereby agrees that Diversified may use the
Subadvisor's name in its marketing or advertising materials. Diversified agrees
to allow the Subadvisor to examine and approve any such materials prior to use.
<PAGE>
        14. Override Provisions. Notwithstanding any other provision of this
Agreement, (i) prior to this Agreement being approved by a vote of a majority
of the Portfolio's outstanding voting securities in accordance with the 1940
Act, in no event shall compensation paid to the Subadvisor hereunder exceed the
amount permitted by Rule 15a-4 under the 1940 Act, and (ii) if this Agreement
is not approved by a vote of a majority of the Portfolio's outstanding voting
securities in accordance with the 1940 Act no later than 150 days after the
date of this Agreement, this Agreement shall immediately terminate.

     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed and delivered in their names and on their behalf by the undersigned,
thereunto duty authorized, all as of the day and year first above written.

                                      Diversified Investment Advisors, Inc.


                                      By:___________________________________



                                      1740 Advisors, Inc.


                                      By:___________________________________
<PAGE>
                                   SCHEDULE A



                         INVESTMENT ADVISORY AGREEMENT

     AGREEMENT made as of January 3, 1994 by and between the Equity Income
Portfolio, a series of Diversified Investors Portfolios (herein called the
"Portfolio"), and Diversified Investment Advisors, Inc. a Delaware corporation
(herein called "Diversified").

     WHEREAS, the Portfolio is registered as a diversified, open-end,
management investment company under the Investment Company Act of 1940 (the
"1940 Act"); and

        WHEREAS, Diversified has been organized to operate as an investment
     advisor registered under the Investment Advisers Act of 1940; and

     WHEREAS, the Portfolio desires to retain Diversified to render investment
advisory services, and Diversified is willing to so render such services on the
terms hereinafter set forth;

     NOW, THEREFORE, this Agreement

                                  WITNESSETH:

     In consideration of the promises and mutual covenants herein contained, it
is agreed between the parties hereto as follows:

     1. The Portfolio hereby appoints Diversified to act as investment advisor
to the Portfolio for the period and on the terms set forth in this Agreement.
Diversified accepts such appointment and agrees to render the services herein
set forth for the compensation herein provided.

     2. (a) Diversified shall, at its expense, (i) employ sub-advisors or
associate with itself such entities as it believes appropriate to assist it in
performing its obligations under this Agreement and (ii) provide all services,
equipment and facilities necessary to perform its obligations under this
Agreement.

     (b) The Portfolio shall be responsible for all of its expenses and
liabilities, including, but not limited to: compensation and out-of-pocket
expenses of Trustees not affiliated with any subadvisor or Diversified;
<PAGE>
governmental fees; interest charges; taxes; membership dues; fees and expenses
of independent auditors, of legal counsel and of any transfer agent,
administrator, distributor, shareholder servicing agents, registrar or dividend
disbursing agent of the Portfolio; expenses of distributing and redeeming
shares and servicing shareholder accounts; expenses of preparing, printing and
mailing prospectuses, shareholder reports, notices, proxy statements and
reports to governmental officers and commissions and to shareholders of the
Portfolio; expenses connected with the execution, recording and settlement of
Portfolio security transactions; insurance premiums; fees and expenses of the
custodian for all services to the Portfolio, including safekeeping of funds and
securities and maintaining required books and accounts; expenses of calculating
the net asset value of shares of the Portfolio; expenses of shareholder
meetings; expenses of litigation and other extraordinary or non-recurring
events and expenses relating to the issuance, registration and qualification of
shares of the Portfolio.

     3. (a) Subject to the general supervision of the Board of Trustees of the
Portfolio, Diversified shall formulate and provide an appropriate investment
program on a continuous basis in connection with the management of the
Portfolio, including research, analysis, advice, statistical and economic data
and information and judgments of both a macroeconomic and microeconomic
character.

     Diversified will determine the securities to be purchased, sold, lent,
exchanged or otherwise disposed of or acquired by the Portfolio in accordance
with predetermined guidelines as set forth from time to time in the Portfolio's
then-current prospectus and Statement of Additional Information ("SAI") and
will place orders pursuant to its determinations either directly with the
issuer or with any broker or dealer who deals in such securities. In placing
orders with brokers and dealers, Diversified will use its reasonable best
efforts to obtain the best net price and the most favorable execution of its
orders, after taking into account all factors it deems relevant, including 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, both for the specific transaction and
on a continuing basis. Consistent with this obligation, Diversified may, to the
extent permitted by law, purchase and sell Portfolio securities to and from
brokers and dealers who provide brokerage and research services (within the
meaning of Section 28(e) of the Securities Exchange Act of 1934) to or for the
benefit of the Portfolio and/or other accounts over which Diversified or any of
its affiliates exercises investment discretion.

     Subject to the review of the Portfolio's Board of Trustees from time to
time with respect to the extent and continuation of the policy, Diversified is
<PAGE>
authorized to pay to a broker or dealer who provides such brokerage and
research services a commission for effecting a securities transaction for the
Portfolio which is in excess of the amount of commission another broker or
dealer would have charged for effecting that transaction if Diversified
determines in good faith that such commission was reasonable in relation to the
value of the brokerage and research services provided by such broker or dealer,
viewed in terms of either that particular transaction or the overall
responsibilities of Diversified with respect to the accounts as to which it
exercises investment discretion.

     In placing orders with brokers and/or dealers, Diversified intends to seek
best price and execution for purchases and sales and may effect transactions
through itself and its affiliates on a securities exchange provided that the
commissions paid by the Portfolio are "reasonable and fair" compared to
commissions received by other broker-dealers having comparable execution
capability in connection with comparable transactions involving similar
securities and provided that the transactions in connection with which such
commissions are paid are effected pursuant to procedures established by the
Board of the Trustees of the Portfolio. All transactions are effected pursuant
to written authorizations from the Portfolio conforming to the requirements of
Section 11(a) of the Securities Exchange Act of 1934 and Rule 11a2-2(T)
thereunder. Pursuant to such authorizations, an affiliated broker-dealer may
transmit, clear and settle transactions for the Portfolio that are executed on
a securities exchange provided that it arranges for unaffiliated brokers to
execute such transactions.

     Diversified shall determine from time to time the manner in which voting
rights, rights to consent to corporate action and any other rights pertaining
to the Portfolio's securities shall be exercised, provided, however, that
should the Board of Trustees at any time make any definite determination as to
investment policy and notify Diversified thereof in writing, Diversified shall
be bound by such determination for the period, if any, specified in such notice
or until similarly notified that such determination has been revoked.
Diversified will determine what portion of securities owned by the Portfolio
shall be invested in securities described by the policies of the Portfolio and
what portion, if any, should be held uninvested. Diversified will determine
whether and to what extent to employ various investment techniques available to
the Portfolio. In effecting transactions with respect to securities or other
property for the account of the Portfolio, Diversified may deal with itself and
its affiliates, with the Trustees of the Portfolio or with other entities to
the extent such actions are permitted by the 1940 Act.
<PAGE>
     (b) Diversified also shall provide to the Portfolio administrative
assistance in connection with the operation of the Portfolio, which shall
include compliance with all reasonable requests of the Portfolio for
information, including information required in connection with the Portfolio's
filings with the Securities and Exchange Commission and state securities
commissions.

     (c) As manager of the assets of the Portfolio, Diversified shall make
investments for the account of the Portfolio in accordance with Diversified's
best judgment and within the Portfolio's investment objectives, guidelines, and
restrictions, the 1940 Act and the provisions of the Internal Revenue Code of
1986 relating to regulated investment companies subject to policy decisions
adopted by the Board of Trustees.

     (d) Diversified shall furnish to the Board of Trustees periodic reports on
the investment performance of the Portfolio and on the performance of its
obligations under this Agreement and shall supply such additional reports and
information as the Portfolio's officers or Board of Trustees shall reasonably
request.

     (e) On occasions when Diversified deems the purchase or sale of a security
to be in the best interest of the Portfolio as well as other customers,
Diversified, to the extent permitted by applicable law, may aggregate the
securities to be so sold or purchased in order to obtain the best execution or
lower brokerage commissions, if any. Diversified may also on occasion purchase
or sell a particular security for one or more customers in different amounts.
On either occasion, and to the extent permitted by applicable law and
regulations, allocation of the securities so purchased or sold, as well as the
expenses incurred in the transaction, will be made by Diversified in the manner
it considers to be the most equitable and consistent with its fiduciary
obligations to the Portfolio and to such other customers.

     (f) Diversified shall also provide the Portfolio with the following
services as may be required:

     (i)   providing office space, equipment and clerical personnel necessary
           for maintaining the organization of the Portfolio and for performing
           administrative and management functions;

     (ii)  supervising the overall administration of the Portfolio, including
           negotiation of contracts and fees with and the monitoring of
           performance and billings of the Portfolio's transfer agent,
           custodian and other independent contractors or agents;
<PAGE>
     (iii) preparing and, if applicable, filing all documents required for
           compliance by the Portfolio with applicable laws and regulations,
           including registration statements, registration fee filings,
           semi-annual and annual reports to investors, proxy statements and
           tax returns;

     (iv)  preparation of agendas and supporting documents for and minutes of
           meeting of Trustees, committees of Trustees and investors; and

     (v)   maintaining books and records of the Portfolio.

     4. Diversified shall give the Portfolio the benefit of Diversified's best
judgment and efforts in rendering services under this Agreement. As an
inducement to Diversified's undertaking to render these services, the Portfolio
agrees that Diversified shall not be liable under this Agreement for any
mistake in judgment or in any other event whatsoever provided that nothing in
this Agreement shall be deemed to protect or purport to protect Diversified
against any liability to the Portfolio or its investors to which Diversified
would otherwise be subject by reason of willful misfeasance, bad faith or gross
negligence in the performance of the Adviser's duties under this Agreement or
by reason of the Adviser's reckless disregard of its obligations and duties
hereunder.

     5. In consideration of the services to be rendered by Diversified under
this Agreement, the Portfolio shall pay Diversified a fee accrued daily and
paid monthly at an annual rate equal to .45% of the Portfolio's average daily
net assets. If the fees payable to Diversified pursuant to this paragraph 5
begin to accrue before the end of any month or if this Agreement terminates
before the end of any month, the fees for the period from that date to the end
of that month or from the beginning of that month to the date of termination,
as the case may be, shall be prorated according to the proportion which the
period bears to the full month in which the effectiveness or termination
occurs. For purposes of calculating the monthly fees, the value of the net
assets of the Portfolio shall be computed in the manner specified in its
Regulation Statement on Form N-1A for the computation of net asset value. For
purposes of this Agreement, a "business day" is any day the New York Stock
Exchange is open for trading.

     In compliance with the requirements of Rule 31a-3 under the 1940 Act,
Diversified hereby agrees that all records which it maintains for the Portfolio
are property of the Portfolio and further agrees to surrender promptly to the
Portfolio any such records upon the Portfolio's request. Diversified further
<PAGE>
agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act
any such records required to be maintained by Rule 31a-1 under the 1940 Act.

     6. This Agreement shall be effective as to the Portfolio as of the date
the Portfolio commences investment operations after this Agreement shall have
been approved by the Board of Trustees of the Portfolio and the investor(s) in
the Portfolio in the manner contemplated by Section 15 of the 1940 Act and,
unless sooner terminated as provided herein, shall continue until the second
anniversary of the date hereof. Thereafter, if not terminated, this Agreement
shall continue in effect as to the Portfolio for successive periods of 12
months each, provided such continuance is specifically approved at least
annually by the vote of a majority of those members of the Board of Trustees of
the Portfolio who are not parties to this Agreement or interested persons of
any such party, cast in person at a meeting called for the purpose of voting on
such approval; and either (a) by the vote of a majority of the full Board of
Trustees or (b) by vote of a majority of the outstanding voting securities of
the Portfolio; provided, however, that this Agreement may be terminated by the
Portfolio at any time, without the payment of any penalty, by the Board of
Trustees of the Portfolio or by vote of a majority of the outstanding voting
securities of the Portfolio on 60 days' written notice to Diversified, or by
Diversified as to the Portfolio at any time, without payment of any penalty, on
90 days' written notice to the Portfolio. This Agreement will immediately
terminate in the event of its assignment. (As used in this Agreement, the terms
"majority of the outstanding voting securities", "interested person" and
"assignment" shall have the same meanings as such terms have in the 1940 Act
and the rule and regulatory constructions thereunder.)

     7. Except to the extent necessary to perform Diversified's obligations
under this Agreement, nothing herein shall be deemed to limit or restrict the
right of Diversified, or any affiliate of Diversified, or any employee of
Diversified, to engage in any other business or devote time and attention to
the management or other aspects of any other business, whether of a similar or
dissimilar nature, or to render services of any kind to any other trust,
corporation, firm, individual or association.

     8. The investment management services of Diversified to the Portfolio
under this Agreement are not to be deemed exclusive as to Diversified and
Diversified will be free to render similar services to others.

     Each party agrees to perform such further acts and execute such further
documents as are necessary to effectuate the purposes hereof.
<PAGE>
     No provision of this Agreement may be changed, waived, discharged or
terminated orally, but only by an instrument in writing signed by the party
against which enforcement of the change, waiver, discharge, or termination is
sought and no material amendment of this Agreement shall be effective until
approved by vote of the holders of a majority of the outstanding voting
securities of the Portfolio.

     This Agreement embodies the entire agreement and understanding between the
parties hereto and supersedes all prior agreements and understandings relating
to the subject matter hereof. The captions in this Agreement are included for
convenience of reference only and in no way define or delimit any of the
provisions hereof or otherwise affect their construction or effect. Should any
part of this Agreement be held or made invalid by a court decision, statute,
rule or otherwise, the remainder of this Agreement shall not be affected
thereby. This Agreement shall be binding and shall inure to the benefit of the
parties hereto and their respective successors, to the extent permitted by law.

     9. This Agreement shall be construed in accordance with the laws of the
State of New York provided that nothing herein shall be construed in a manner
inconsistent with the requirements of 1940 Act.

     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their officers designated below as of the day and year first above
written.

Attest:                               Diversified Investors Portfolios


                                      By:___________________________________
                                           Tom Schlossberg
                                           Chairman and President



Attest:                               Diversified Investment Advisors, Inc.


                                      By:___________________________________
                                           Gerald L. Katz
                                           Vice President and CFO
<PAGE>
                                                                     SCHEDULE B


The Subadvisor shall be compensated for its services under this Agreement on
the basis of the below-described annual fee schedule. The fee schedule shall
only be amended by agreement between the parties.

                                  FEE SCHEDULE

              .27% OF THE FIRST $300M NET ASSETS
              .16% OF NET ASSETS IN EXCESS OF $300M AND UP TO $1B
              .13% OF NET ASSETS IN EXCESS OF $1B

Net assets are equal to the market value of the Portfolio. Fees will be
calculated by multiplying the arithmetic average of the beginning and ending
monthly net assets by the fee schedule and dividing by twelve.
The fee will accrue monthly and will be paid quarterly.
<PAGE>
                                   SCHEDULE C


Target market for 401 (a) plans is those plans with assets between $1 and $50
million.

For 403(b) plans, the target market is those plans that have an employee base
of between 300 - 2000 lives and with assets between $1 million and $15 million
dollars.

<PAGE>

                                                                    Exhibit A-2


                        INVESTMENT SUBADVISORY AGREEMENT

        INVESTMENT SUBADVISORY AGREEMENT, dated as of April 20, 2000 by and
between Diversified Investment Advisors, Inc., a Delaware corporation
("Diversified") and Sanford C. Bernstein & Co., Inc. a New York corporation
("Subadvisor").

                                  WITNESSETH:

        WHEREAS, Diversified is an investment advisor registered under the
Investment Advisers Act of 1940 and has been retained to provide investment
advisory services to the Value & Income Portfolio ("Portfolio"), a series of
Diversified Investors Portfolios, a diversified openend management investment
company registered under the Investment Company Act of 1940 (" 1940 Act");

        WHEREAS, Diversified desires to retain the Subadvisor to furnish it
with portfolio investment advisory services in connection with Diversified's
investment advisory activities on behalf of the Portfolio, and the Subadvisor
is willing to furnish such services to Diversified;

        NOW, THEREFORE, in consideration of the mutual covenants and agreements
of the parties hereto as herein set forth, the parties covenant and agree as
follows:

        1. Duties of the Subadvisor. In accordance with and subject to the
Investment Advisory Agreement between the Portfolio and Diversified, attached
hereto as Schedule A (the "Advisory Agreement"), Diversified hereby appoints
the Subadvisor to perform the portfolio investment advisory services described
herein for the investment and reinvestment of such amount of the Portfolio's
assets as is determined from time to time by Diversified, subject to the
control and direction of Diversified and the Diversified Investors Portfolios'
Board of Trustees, for the period and on the terms hereinafter set forth.

        The Subadvisor shall provide Diversified with such investment advice
and supervision as the latter may from time to time consider necessary for the
proper supervision of the Portfolio's assets. The Subadvisor shall furnish
continuously an investment program and shall determine from time to time what
securities shall be purchased, sold or exchanged and what portion of the assets
of the Portfolio shall be held uninvested, subject always to the provisions of

<PAGE>

the 1940 Act and to the Portfolio's thencurrent Registration Statement on Form
N-1A.

        In particular, the Subadvisor shall, without limiting the foregoing:
(i) continuously review, supervise and implement the investment program of the
Portfolio; (ii) monitor regularly the relevant securities for the Portfolio to
determine if adjustments are warranted and, if so, to make such adjustments;
(iii) determine, in the Subadvisor's discretion, the securities to be purchased
or sold or exchanged in order to keep the Portfolio in balance with its
designated investment strategy; (iv) determine, in the Subadvisor's discretion,
whether to exercise warrants or other rights with respect to the Portfolio's
securities; (v) determine, in the Subadvisor's discretion, whether the merit of
an investment has been substantially impaired by extraordinary events or
financial conditions, thereby warranting the removal of such securities from
the Portfolio; (vi) as promptly as practicable after the end of each calendar
month, furnish a report showing: (a) all transactions during such month, (b)
all assets of the Portfolio on the last day of such month, rates of return, and
(c) such other information relating to the Portfolio as Diversified may
reasonably request; (vii) meet at least four times per year with Diversified
and with such other persons as may be designated on reasonable notice and at
reasonable locations, at the request of Diversified, to discuss general
economic conditions, performance, investment strategy, and other matters
relating to the Portfolio; (viii) provide the Portfolio with records concerning
the Subadvisor's activities which the Portfolio is required by law to maintain;
and (ix) render regular reports to the Portfolio's officers and Directors
concerning the Subadvisor's discharge of the foregoing responsibilities.

        The Subadvisor shall review all proxy solicitation materials and be
responsible for voting all proxies in relation to the securities held in the
Portfolio. Diversified shall direct the Portfolio's custodian to forward all
proxies and similar materials relating to the Portfolio's securities upon
receipt to the Subadvisor c/o The Proxy Department at Sanford C. Bernstein &
Co., Inc., Gateway Building, One North Lexington Avenue, White Plains, New York
10601, affording the Subadvisor reasonable time in which to determine how to
vote such proxies. The Subadvisor shall provide the Portfolio with Quarterly
reports of all proxies voted by the Subadvisor.

        Should the Board of Trustees at any time make any definite
determination as to investment policy with respect to the Portfolio and notify
the Subadvisor thereof in writing, the Subadvisor shall be bound by such
determination for the period, if any, specified in such notice or until
similarly notified that such policy has been revoked. The initial Statement of
Investment Policy and Guidelines is attached hereto as Appendix I.


<PAGE>

        The Subadvisor shall take, on behalf of the Portfolio, all actions
which it deems necessary to implement the investment policies determined as
provided above, and in particular to place all orders for the purchase or sale
of Portfolio securities for the Portfolio's account with brokers or dealers
selected by it, and to that end the Subadvisor is authorized as the agent of
the Portfolio to give instructions to the custodian of the Portfolio as to
deliveries of securities and payments of cash for the account of the Portfolio.
Subject to the primary objective of obtaining the best available prices and
execution, the Subadvisor may place orders for the purchase and sale of
portfolio securities with such broker/dealers who provide statistical, factual
and financial information and services to the Portfolio, to the Subadvisor, or
to any other fund or account for which the Subadvisor provides investment
advisory services and may place such orders with broker/dealers who sell shares
of the Portfolio or who sell shares of any other fund for which the Subadvisor
provides investment advisory services. Broker/dealers who sell shares of the
funds of which Sanford C. Bernstein & Co., Inc. is investment advisor shall
only receive orders for the purchase or sale of portfolio securities to the
extent that the placing of such orders is in compliance with the Rules of the
Securities and Exchange Commission and the National Association of Securities
Dealers, Inc.

        Notwithstanding the provisions of the previous paragraph and subject to
such policies and procedures as may be adopted by the Board of Trustees and
officers of the Portfolio, the Subadvisor may pay a member of an exchange,
broker or dealer an amount of commission for effecting a securities transaction
in excess of the amount of commission another member of an exchange, broker or
dealer would have charged for effecting that transaction, in such instances
where the Subadvisor has determined in good faith that such amount of
commission was reasonable in relation to the value of the brokerage and
research services provided by such member, broker or dealer, viewed in terms of
either that particular transaction or the Subadvisor's overall responsibilities
with respect to the Portfolio and to other funds and separate accounts for
which the Subadvisor exercises investment discretion.

        In addition to selecting brokers or dealers to execute transactions for
the Portfolio, the Subadvisor may, subject to its duty to seek the best
available price and execution, also act as a broker for the Portfolio from time
to time at rates not exceeding the usual and customary broker's commission.
Under Federal law, the Subadvisor must obtain the Board of Trustees' and
Diversified's consent to effect agency cross transactions for the Portfolio,
which consent is hereby granted. The Subadvisor represents, warrants and
covenants that all agency cross transactions for the Portfolio will be effected
by the Subadvisor strictly in accordance with Rule 206(3)2 under the Investment

<PAGE>

Advisers Act of 1940, as amended. An agency cross transaction is where the
Subadvisor purchases or sells securities from or to a nonmanaged account on
behalf of a client's managed account. Pursuant to this consent, the Subadvisor
will only effect an agency cross transaction for the Portfolio with a
nonmanaged account. In an agency cross transaction, the Subadvisor receives
commissions from both sides of the trade and there is a potentially conflicting
division of loyalties and responsibilities. However, as both sides to the trade
want to execute the transaction at the best price without moving the market
price in either direction, the Subadvisor believes that an agency cross
transaction will aid both sides to the trade in obtaining the best price for
the trade. The Board of Trustees or Diversified may revoke this consent by
written notice to the Subadvisor at any time.

        2. Allocation of Charges and Expenses. The Subadvisor shall furnish at
its own expense all necessary services, facilities and personnel in connection
with its responsibilities under Section 1 above. It is understood that the
Portfolio will pay all of its own expenses and liabilities including, without
limitation, compensation and outofpocket expenses of Trustees not affiliated
with the Subadvisor or Diversified; governmental fees; interest charges; taxes;
membership dues; fees and expenses of independent auditors, of legal counsel
and of any transfer agent, administrator, distributor, shareholder servicing
agents, registrar or dividend disbursing agent of the Portfolio; expenses of
distributing and redeeming shares and servicing shareholder accounts; expenses
of preparing, printing and mailing prospectuses, shareholder reports, notices,
proxy statements and reports to governmental officers and commissions and to
shareholders of the Portfolio; expenses connected with the execution, recording
and settlement of Portfolio security transactions; insurance premiums; fees and
expenses of the custodian for all services to the Portfolio, including
safekeeping of funds and securities and maintaining required books and
accounts; expenses of calculating the net asset value of shares of the
Portfolio; expenses of shareholder meetings; expenses of litigation and other
extraordinary or nonrecurring events and expenses relating to the issuance,
registration and qualification of shares of the Portfolio.

        3. Compensation of the Subadvisor. For the services to be rendered,
Diversified shall pay to the Subadvisor an investment advisory fee computed in
accordance with the terms of Schedule B herewith attached. If the Subadvisor
serves for less than the whole of any period specified, its compensation shall
be prorated.

        4. Covenants and Representations of the Subadvisor. The Subadvisor
agrees that it will not deal with itself, or with the Trustees of the Portfolio
or with Diversified, or the principal underwriter or distributor as principals

<PAGE>

in making purchases or sales of securities or other property for the account of
the Portfolio, except as permitted by the 1940 Act, and will comply with all
other provisions of the Declaration of Trust and any current Registration
Statement on Form N1 A of the Portfolio relative to the Subadvisor, Advisor and
its Trustees and officers.

        5. Limits on Duties. The Subadvisor shall be responsible only for
managing the assets in good faith and in accordance with the investment
objectives, fundamental policies and restrictions, and shall have no
responsibility whatsoever for, and shall incur no liability on account of (i)
diversification, selection or establishment of such investment objectives,
fundamental policies and restrictions (ii) advice on, or management of, any
other assets for Diversified or the Portfolio, (iii) filing of any tax or
information returns or forms, withholding or paying any taxes, or seeking any
exemption or refund, (iv) registration with any government or agency, or (v)
administration of the plans and trusts investing through the Portfolio, or (vi)
overall Portfolio compliance with the requirements of the 1940 Act, which
requirements are outside of the Subadvisor's control, and Subchapter M of the
Internal Revenue Code of 1986, as amended, and shall be indemnified and held
harmless by Diversified for any loss in carrying out the terms and provisions
of this Agreement, including reasonable attorney's fees, indemnification to the
Portfolio, or any shareholder thereof and, brokers and commission merchants,
fines, taxes, penalties and interest. Subadvisor, however, shall be liable for
any liability, damages, or expenses of Diversified arising out of the
negligence, malfeasance or violation of applicable law by any of its employees
in providing management under this Agreement; and, in such cases, the
indemnification by Diversified, referred to above, shall be inapplicable.

        The Subadvisor may apply to Diversified at any time for instructions
and may consult counsel for Diversified or its own counsel with respect to any
matter arising in connection with the duties of the Subadvisor. Also, the
Subadvisor shall be protected in acting upon advice of Diversified and/or
Diversified's counsel and upon any document which Subadvisor reasonably
believes to be genuine and to have been signed by the proper person or persons.

        6. Exclusivity. Subadvisor represents to Diversified that during the
term of this Agreement, Subadvisor will not manage any portfolio, of
substantially similar size and managed in accordance with the same investment
strategy and substantially similar investment guidelines as the Portfolio, for
any collective trust, openend investment company registered under the
Investment Company Act of 1940, Variable Insurance Contract registered under
the Investment Company Act of 1940, or insurance company separate account that

<PAGE>

engages Subadvisor's services on or after the date of this Agreement and are
offered to the types of employee benefit plans referred to in Schedule C and
sponsored by competitors of Diversified which have been identified to
Subadvisor in writing by Diversified, in providing services to such types of
employee benefit plans without providing Diversified with 60 days prior written
notice or, if 60 days' prior notice is not possible due to circumstances beyond
the control of Subadvisor, the best possible prior notice which may reasonably
be provided by Subadvisor under the circumstances resulting in the engagement
of Subadvisor's services for which notice is required under this Section 6.

        7. Duration, Termination and Amendments of this Agreement. This
Agreement shall become effective as of the day and year first above written and
shall govern the relations between the parties hereto thereafter, and, unless
terminated earlier as provided below, shall remain in force for two years, on
which date it will terminate unless its continuance thereafter is specifically
approved at least annually (a) by the vote of a majority of the Trustees of the
Portfolio who are not "interested persons" to this Agreement or of the
Subadvisor or Diversified at an in person meeting specifically called for the
purpose of voting on such approval, and (b) by the Board of Trustees of the
Portfolio or by vote of a majority of the outstanding voting securities of the
Portfolio. However, if the shareholders of the Portfolio fail to approve the
Agreement as provided herein, the Subadvisor may continue to serve hereunder in
the manner and to the extent permitted by the Investment Company Act of 1940
and Rules thereunder.

        This Agreement may be terminated at any time without the payment of any
penalty by the Trustees, or by the vote of a majority of the outstanding voting
securities of the Portfolio, or by Diversified. The Subadvisor may terminate
the Agreement only upon giving 90 days' advance written notice to Diversified.
This Agreement shall automatically terminate in the event of its assignment.

        Except as otherwise provided by applicable law, this Agreement may be
amended only if such amendment is approved by the vote of a majority of the
outstanding voting securities of the Portfolio and by vote of a majority of the
Board of Trustees of the Portfolio who are not parties to this Agreement or
interested persons of any such party, cast in person at a meeting called for
the purpose of voting on such approval.

        The terms "specifically approved at least annually", "vote of a
majority of the outstanding voting securities", "assignment", "affiliated
person", and "interested persons", when used in this Agreement, shall have the
respective meanings specified in, and shall be construed in a manner consistent

<PAGE>

with, the 1940 Act, subject, however, to such exemptions as may be granted by
the Securities and Exchange Commission under said Act.

        8. Certain Records. Any records to be maintained and preserved pursuant
to the provisions of Rule 31a-1 and Rule 31a-2 adopted under the 1940 Act which
are prepared or maintained by the Subadvisor on behalf of the Portfolio are the
property of the Portfolio and will be surrendered promptly to the Portfolio on
request.

        9. Survival of Compensation Rates. All rights to compensation under
this Agreement shall survive the termination of this Agreement.

        10. Entire Agreement. This Agreement states the entire agreement of the
parties with respect to investment advisory services to be provided to the
Portfolio by the Subadvisor and may not be amended except in a writing signed
by the parties hereto and approved in accordance with Section 7 hereof.

        11. Applicable Law. This Agreement shall be governed by, and construed
in accordance with, the laws of the State of New York.

        12. Change of Management and Pending Litigation. Subadvisor represents
to Diversified that it will disclose to Diversified promptly after it has
knowledge of any significant change or variation in its management structure or
personnel or any significant change or variation in its management style or
investment philosophy. In addition, Subadvisor represents to Diversified that
it will similarly disclose to Diversified, promptly after it has knowledge, the
existence of any pending material legal action being brought against it whether
in the form of a lawsuit or a nonroutine investigation by any federal or state
governmental agency.

        Diversified represents to Subadvisor that any information received by
Diversified pursuant to this section will be kept strictly confidential and
will not be disclosed any third party.

        13. Use of Name. Subadvisor hereby agrees that Diversified may use the
Subadvisor's name in its marketing or advertising materials. Diversified agrees
to allow the Subadvisor to examine and approve any such materials prior to use.

        14. Override Provisions. Notwithstanding any other provision of this
Agreement, (i) prior to this Agreement being approved by a vote of a majority
of the Portfolio's outstanding voting securities in accordance with the 1940
Act, in no event shall compensation paid to the Subadvisor hereunder exceed the

<PAGE>

amount permitted by Rule 15a-4 under the 1940 Act, and (ii) if this Agreement
is not approved by a vote of a majority of the Portfolio's outstanding voting
securities in accordance with the 1940 Act no later than 150 days after the
date of this Agreement, this Agreement shall immediately terminate.

        IN WITNESS WHEREOF, the parties thereto have caused this Agreement to
be executed and delivered in their names and on their behalf by the
undersigned, thereunto duly authorized, all as of the day and year first above
written.

                                       Diversified Investment Advisors, Inc.


                                       By:_______________________________


                                       Sanford C. Bernstein & Co., Inc.


                                       By:_______________________________



<PAGE>




                                   APPENDIX I








                                                                    March, 2000


                 STATEMENT OF INVESTMENT POLICY AND GUIDELINES

                                      FOR

                          THE VALUE & INCOME PORTFOLIO

                                   MANAGED BY

                        SANFORD C. BERNSTEIN & CO., INC.


<PAGE>





                 STATEMENT OF INVESTMENT POLICY AND GUIDELINES
                                      FOR
                          THE VALUE & INCOME PORTFOLIO

                                   MANAGED BY

                        SANFORD C. BERNSTEIN & CO., INC.





                               TABLE OF CONTENTS

I.      PURPOSE
II.     OBJECTIVES
III.    INVESTMENT GUIDELINES
IV.     PERFORMANCE EVALUATION
V.      COMMUNICATION
VI.     OTHER




<PAGE>





                 STATEMENT OF INVESTMENT POLICY AND GUIDELINES
                                      FOR
                          THE VALUE & INCOME PORTFOLIO
                                   MANAGED BY
                        SANFORD C. BERNSTEIN & CO., INC.

I.      PURPOSE

        The purpose of this Statement of Investment Policy and Guidelines is to
communicate the Value & Income Portfolio investment objectives, guidelines and
performance evaluation standards adopted by Diversified Investment Advisors and
its subadvisor Sanford C. Bernstein.

This statement is intended to (1) help the subadvisor understand Diversified's
investment goals (2) identify portfolio management activities to be employed by
the subadviser to achieve those goals, and (3) supply Diversified with a tool
to monitor and evaluate the operations and performance of the fund.

II.     OBJECTIVES AND CONSTRAINTS

The primary objectives of the fund are:

o       To provide capital appreciation.
o       To outperform the Russell 1000 Value Index over full market cycles.
o       To achieve midsecond quartile or better performance among a group of
        peer funds as defined by recognized reporting services and consulting
        organizations (e.g., Lipper, Frank Russell, Callan).

The secondary objective of the fund is to provide dividend income. Under normal
conditions, the portfolio will invest at least 15% of its assets in
dividendpaying equity securities

The primary constraint of the fund is:

o       To manage the portfolio without excessive risk relative to the Russell
        1000 Value Index, or peer funds, as measured by annualized standard
        deviation over 3-5 year periods.



<PAGE>

III.    INVESTMENT GUIDELINES

A)      Permissible securities:

In addition to legal requirements specified in the Diversified prospectus to
conform to SEC requirements:

o       Money market instruments, including U.S. Treasury bills, Federal funds,
        repurchase agreements, commercial paper, bankers' acceptances,
        certificates of deposit.
o       At least 75 % of the fund should be invested in common stocks of large
        size U.S. companies, defined as those with market caps at least 300% of
        the average cap of the S&P MidCap 400 Index (Lipper definition).
o       Any security residing in the Russell 1000 Value Index. Conflicts with
        Lipper and Russell positions will be resolved using Russell standards.
o       Preferred stocks of large size U.S. companies.
o       Convertible bonds and convertible preferred stocks.
o       ADR's up to 10% of portfolio holdings.


B)      Prohibited Securities, and Limitations and Restrictions on Permissible
Investments:

For typical market conditions the following restrictions apply:

o       No more than 8% of the assets of the portfolio (at market) may be
        invested in the securities of any one issuer (other than U.S.
        government securities).
o       No more than 25% of the assets of the portfolio (at market) may be
        invested in securities of issuers in any one industry.
o       No more than 5% of the voting securities of any one issuer may be
        acquired.
o       Non-public illiquid securities may not exceed 15% of the portfolio
        under normal market conditions.
o       The portfolio may not borrow funds except for temporary or emergency
        purposes.
o       The portfolio may not purchase or sell real estate.

C)      Leverage:

o       The portfolio may not be leveraged beyond shortterm (e.g., one to two
        weeks) marginal cash overdraft borrowing (e.g., 1-5% of the portfolio)
        resulting from temporary cash management.


<PAGE>

D)      Derivatives

o       Derivatives may not be used for speculative purposes.
o       Exchange traded stock index futures can be used for hedging purposes
        either to securitize cash inflows or to immunize securities for
        redemption requests.
o       Exchange traded covered call options may be utilized up to the extent
        of the individual security holding as part of the sales strategy, but
        should not exceed 20% of the portfolio
o       No uncovered call writing is permitted

E)      Capitalization Guidelines

o       Portfolio weighed average market capitalization should not deviate by
        more than 40% from the Russell 1000 Value weighted average market cap.
o       See permissible securities section A above

F)      Sector Weights

o       Sector weights should remain within +/- 15% of the Russell 1000 Value
        sector weight.

G)      Dividend Yield

o       Portfolio yield should be at least equal to 85% of the Russell 1000
        Value Index

H)      Risk Controls

o       Tracking error versus the Russell 1000 Value Index should average
        approximately 4% over 3-5 year periods.
o       Individual stock positions +/- 200 basis points relative to the stock's
        weight in the Russell 1000 Value Index

I)      Cash Management

o       Typical cash balances will be maintained in a range of 0-5% under
        normal circumstances.
o       Cash balances will not be less than zero except during temporary
        overdraft positions to efficiently manage shortterm cash requirements
        during periods of unusual market conditions (e.g., one to seven
        business days)


<PAGE>

IV.     PERFORMANCE EVALUATION

o       The performance benchmark for the fund will be the Russell 1000 Value
        Index. It is expected that the fund will outperform the benchmark by
        approximately 180 basis points on average over 35 year periods, gross
        of fees.
o       Additionally, it is expected that the fund will be in the midsecond
        quartile of peer universes (specify-Lipper, Russell, Callan or
        Morningstar), or better, over full market cycles.
o       The foregoing performance objectives are to be accomplished without
        taking excessive risk. Specifically, the tracking error versus the
        Russell 1000 Value Index is expected to average approximately 4% on an
        annualized basis over 3-5 year periods.

V.      COMMUNICATION

In addition to monthly and periodic communications to meet legal and regulatory
compliance requirements:

o       Monthly-conference calls to explain to designated Diversified analysts:
        the current portfolio position, recent trades and their rationale,
        market outlook for the fund, and expected portfolio actions
o       Quarterly-portfolio manager writeups covering material similar to
        monthly conference calls, but also including material specified by
        Diversified's communications department.
o       Annually-meetings between interested parties to reaffirm or change the
        Investment Policy Statement. Biannual visits by Diversified personnel
        at the subadvisor site to update due diligence.
o       As needed on an ad hoc basis to explain major market moves between
        other communications.
o       Immediate notification regarding subadvisor change in ownership, change
        in personnel involved in management of the account, conflicts of
        interest, pending lawsuits or government investigations, change in
        investment philosophy or discipline, or large absolute changes in
        assets under management.

VI.     OTHER

o       Explanation of best execution trading practices, including soft dollar
        arrangements
o       Evidence of disaster recovery plan, including Y2K, and EURO conversion
        plans

<PAGE>

o       Cooperation with audits (Diversified's internal or outside auditors,
        Diversified client auditors; or regulators).


Signed: _________________________________            Date:____________
        (Sanford C. Bernstein & Co., Inc.)


Signed: _________________________________            Date:____________
        (Diversified Investment Advisors)



<PAGE>



                                   SCHEDULE A

                         INVESTMENT ADVISORY AGREEMENT

        AGREEMENT made as of January 3, 1994 by and between the Equity Income
Portfolio, a series of Diversified Investors Portfolios (herein called the
"Portfolio"), and Diversified Investment Advisors, Inc. a Delaware corporation
(herein called "Diversified").

        WHEREAS, the Portfolio is registered as a diversified, openend,
management investment company under the Investment Company Act of 1940 (the
"1940 Act"); and

        WHEREAS, Diversified has been organized to operate as an investment
advisor registered under the Investment Advisers Act of 1940; and

        WHEREAS, the Portfolio desires to retain Diversified to render
investment advisory services, and Diversified is willing to so render such
services on the terms hereinafter set forth;

        NOW, THEREFORE, this Agreement

                                  WITNESSETH:

        In consideration of the promises and mutual covenants herein contained,
it is agreed between the parties hereto as follows:

        1. The Portfolio hereby appoints Diversified to act as investment
advisor to the Portfolio for the period and on the terms set forth in this
Agreement. Diversified accepts such appointment and agrees to render the
services herein set forth for the compensation herein provided.

        2. (a) Diversified shall, at its expense, (i) employ subadvisors or
associate with itself such . entities as it believes appropriate to assist it
in performing its obligations under this Agreement and (ii) provide all
services, equipment and facilities necessary to perform its obligations under
this Agreement.

        (b) The Portfolio shall be responsible for all of its expenses and
liabilities, including, but not limited to: compensation and outofpocket
expenses of Trustees not affiliated with any subadvisor or Diversified;
governmental fees; interest charges; taxes; membership dues; fees and expenses
of independent auditors, of legal counsel and of any transfer agent,

<PAGE>

administrator, distributor, shareholder servicing agents, registrar or dividend
disbursing agent of the Portfolio; expenses of distributing and redeeming
shares and servicing shareholder accounts; expenses of preparing, printing and
mailing prospectuses, shareholder reports, notices, proxy statements and
reports to governmental officers and commissions and to shareholders of the
Portfolio; expenses connected with the execution, recording and settlement of
Portfolio security transactions; insurance premiums; fees and expenses of the
custodian for all services to the Portfolio, including safekeeping of funds and
securities and maintaining required books and accounts; expenses of calculating
the net asset value of shares of the Portfolio; expenses of shareholder
meetings; expenses of litigation and other extraordinary or nonrecurring events
and expenses relating to the issuance, registration and qualification of shares
of the Portfolio.

        3. (a) Subject to the general supervision of the Board of Trustees of
the Portfolio, Diversified shall formulate and provide an appropriate
investment program on a continuous basis in connection with the management of
the Portfolio, including research, analysis, advice, statistical and economic
data and information and judgments of both a macroeconomic and microeconomic
character.

        Diversified will determine the securities to be purchased, sold, lent,
exchanged or otherwise disposed of or acquired by the Portfolio in accordance
with predetermined guidelines as set forth from time to time in the Portfolio's
thencurrent prospectus and Statement of Additional Information ("SAI") and will
place orders pursuant to its determinations either directly with the issuer or
with any broker or dealer who deals in such securities. In placing orders with
brokers and dealers, Diversified will use its reasonable best efforts to obtain
the best net price and the most favorable execution of its orders, after taking
into account all factors it deems relevant, including 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, both for the specific transaction and on a continuing
basis. Consistent with this obligation, Diversified may, to the extent
permitted by law, purchase and sell Portfolio securities to and from brokers
and dealers who provide brokerage and research services (within the meaning of
Section 28(e) of the Securities Exchange Act of 1934) to or for the benefit of
the Portfolio and/or other accounts over which Diversified or any of its
affiliates exercises investment discretion.

        Subject to the review of the Portfolio's Board of Trustees from time to
time with respect to the extent and continuation of the policy, Diversified is
authorized to pay to a broker or dealer who provides such brokerage and
research services a commission for effecting a securities transaction for the

<PAGE>

Portfolio which is in excess of the amount of commission another broker or
dealer would have charged for effecting that transaction if Diversified
determines in good faith that such commission was reasonable in relation to the
value of the brokerage and research services provided by such broker or'dealer,
viewed in terms of either that particular transaction or the overall
responsibilities of Diversified with respect to the accounts as to which it
exercises investment discretion.

        In placing orders with brokers and/or dealers, Diversified intends to
seek best price and execution for purchases and sales and may effect
transactions through itself and its affiliates on a securities exchange
provided that the commissions paid by the Portfolio are "reasonable and fair"
compared to commissions received by other brokerdealers having comparable
execution capability in connection with comparable transactions involving
similar securities and provided that the transactions in connection with which
such commissions are paid are effected pursuant to procedures established by
the Board of the Trustees of the Portfolio. All transactions are effected
pursuant to written authorizations from the Portfolio conforming to the
requirements of Section 11(a) of the Securities Exchange Act of 1934 and Rule
11a2-2(T) thereunder. Pursuant to such authorizations, an affiliated
brokerdealer may transmit, clear and settle transactions for the Portfolio that
are executed on a securities exchange provided that it arranges for
unaffiliated brokers to execute such transactions.

        Diversified shall determine from time to time the manner in which
voting rights, rights to consent to corporate action and any other rights
pertaining to the Portfolio's securities shall be exercised, provided, however,
that should the Board of Trustees at any time make any definite determination
as to investment policy and notify Diversified thereof in writing, Diversified
shall be bound by such determination for the period, if any, specified in such
notice or until similarly notified that such determination has been revoked.
Diversified will determine what portion of securities owned by the Portfolio
shall be invested in securities described by the policies of the Portfolio and
what portion, if any, should be held uninvested. Diversified will determine
whether and to what extent to employ various investment techniques available to
the Portfolio. In effecting transactions with respect to securities or other
property for the account of the Portfolio, Diversified may deal with itself and
its affiliates, with the Trustees of the Portfolio or with other entities to
the extent such actions are permitted by the 1940 Act.

        (b) Diversified also shall provide to the Portfolio administrative
assistance in connection with the operation of the Portfolio, which shall
include compliance with all reasonable requests of the Portfolio for

<PAGE>

information, including information required in connection with the Portfolio's
filings with the Securities and Exchange Commission and state securities
commissions.

        (c) As manager of the assets of the Portfolio, Diversified shall make
investments for the account of the Portfolio in accordance with Diversified's
best judgment and within the Portfolio's investment objectives, guidelines, and
restrictions, the 1940 Act and the provisions of the Internal Revenue Code of
1986 relating to regulated investment companies subject to policy decisions
adopted by the Board of Trustees.

        (d) Diversified shall furnish to the Board of Trustees periodic reports
on the investment performance of the Portfolio and on the performance of its
obligations under this Agreement and shall supply such additional reports and
information as the Portfolio's officers or Board of Trustees shall reasonably
request.

        (e) On occasions when Diversified deems the purchase or sale of a
security to be in the best interest of the Portfolio as well as other
customers, Diversified, to the extent permitted by applicable law, may
aggregate the securities to be so sold or purchased in order to obtain the best
execution or lower brokerage commissions, if any. Diversified may also on
occasion purchase or sell a particular security for one or more customers in
different amounts. On either occasion, and to the extent permitted by
applicable law and regulations, allocation of the securities so purchased or
sold, as well as the expenses incurred in the transaction, will be made by
Diversified in the manner it considers to be the most equitable and consistent
with its fiduciary obligations to the Portfolio and to such other customers.

        (f) Diversified shall also provide the Portfolio with the following
services as may be required:

        (i)    providing office space, equipment and clerical personnel
               necessary for maintaining the organization of the Portfolio and
               for performing administrative and management functions;

        (ii)   supervising the overall administration of the Portfolio,
               including negotiation of contracts and fees with and the
               monitoring of performance and billings of the Portfolio's
               transfer agent, custodian and other independent contractors or
               agents;

        (iii)  preparing and, if applicable, filing all documents required for
               compliance by the Portfolio with applicable laws and

<PAGE>

               regulations, including registration statements, registration fee
               filings, semiannual and annual reports to investors, proxy
               statements and tax returns;

        (iv)   preparation of agendas and supporting documents for and minutes
               of meeting of Trustees, committees of Trustees and investors;
               and

        (v)    maintaining books and records of the Portfolio.

        4. Diversified shall give the Portfolio the benefit of Diversified's
best judgment and efforts in rendering services under this Agreement. As an
inducement to Diversified's undertaking to render these services, the Portfolio
agrees that Diversified shall not be liable under this Agreement for any
mistake in judgment or in any other event whatsoever provided that nothing in
this Agreement shall be deemed to protect or purport to protect Diversified
against any liability to the Portfolio or its investors to which Diversified
would otherwise be subject by reason of willful misfeasance, bad faith or gross
negligence in the performance of the Adviser's duties under this Agreement or
by reason of the Adviser's reckless disregard of its obligations and duties
hereunder.

        5. In consideration of the services to be rendered by Diversified under
this Agreement, the Portfolio shall pay Diversified a fee accrued daily and
paid monthly at an annual rate equal to .45% of the Portfolio's average daily
net assets. If the fees payable to Diversified pursuant to this paragraph 5
begin to accrue before the end of any month or if this Agreement terminates
before the end of any month, the fees for the period from that date to the end
of that month or from the beginning of that month to the date of termination,
as the case may be, shall be prorated according to the proportion which the
period bears to the full month in which the effectiveness or termination
occurs. For purposes of calculating the monthly fees, the value of the net
assets of the Portfolio shall be computed in the manner specified in its
Regulation Statement on Form N-1A for the computation of net asset value. For
purposes of this Agreement, a "business day" is any day the New York Stock
Exchange is open for trading.

        In compliance with the requirements of Rule 31a-3 under the 1940 Act,
Diversified hereby agrees that all records which it maintains for the Portfolio
are property of the Portfolio. and further agrees to surrender promptly to the
Portfolio any such records upon the Portfolio's request. Diversified further
agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act
any such records required to be maintained by Rule 31a-1 under the 1940 Act.


<PAGE>

        6. This Agreement shall be effective as to the Portfolio as of the date
the Portfolio commences investment operations after this Agreement shall have
been approved by the Board of Trustees of the Portfolio and the investor(s) in
the Portfolio in the manner contemplated by Section 15 of the 1940 Act and,
unless sooner terminated as provided herein, shall continue until the second
anniversary of the date hereof. Thereafter, if not terminated, this Agreement
shall continue in effect as to the Portfolio for successive periods of 12
months each, provided such continuance is specifically approved at least
annually by the vote of a majority of those members of the Board of Trustees of
the Portfolio who are not parties to this Agreement or interested persons of
any such party, cast in person at a meeting called for the purpose of voting on
such approval; and either (a) by the vote of a majority of the full Board of
Trustees or (b) by vote of a majority of the outstanding voting securities of
the Portfolio; provided, however, that this Agreement may be terminated by the
Portfolio at any time, without the payment of any penalty, by the Board of
Trustees of the Portfolio or by vote of a majority of the outstanding voting
securities of the Portfolio on 60 days' written notice to Diversified, or by
Diversified as to the Portfolio at any time, without payment of any penalty, on
90 days' written notice to the Portfolio. This Agreement will immediately
terminate in the event of its assignment. (As used in this Agreement, the terms
"majority of the outstanding voting securities", "interested person" and
"assignment" shall have the same meanings as such terms have in the 1940 Act
and the rule and regulatory constructions thereunder.)

        7. Except to the extent necessary to perform Diversified's obligations
under this Agreement, nothing herein shall be deemed to limit or restrict the
right of Diversified, or any affiliate of Diversified, or any employee of
Diversified, to engage in any other business or devote time and attention to
the management or other aspects of any other business, whether of a similar or
dissimilar nature, or to render services of any kind to any other trust,
corporation, firm, individual or association.

        8. The investment management services of Diversified to the Portfolio
under this Agreement are not to be deemed exclusive as to Diversified and
Diversified will be free to render similar services to others.

        Each party agrees to perform such further acts and execute such further
documents as are necessary to effectuate the purposes hereof.

        No provision of this Agreement may be changed, waived, discharged or
terminated orally, but only by an instrument in writing signed by the party
against which enforcement of the change, waiver, discharge, or termination is

<PAGE>

sought and no material amendment of this Agreement shall be effective until
approved by vote of the holders of a majority of the outstanding voting
securities of the Portfolio.

        This Agreement embodies the entire agreement and understanding between
the parties hereto and supersedes all prior agreements and understandings
relating to the subject matter hereof. The captions in this Agreement are
included for convenience of reference only and in no way define or delimit any
of the provisions hereof or otherwise affect their construction or effect.
Should any part of this Agreement be held or made invalid by a court decision,
statute, rule or otherwise, the remainder of this Agreement shall not be
affected thereby. This Agreement shall be binding and shall inure to the
benefit of the parties hereto and their respective successors, to the extent
permitted by law.

        9. This Agreement shall be construed in accordance with the laws of the
State of New York provided that nothing herein shall be construed in a manner
inconsistent with the requirements of 1940 Act.

        IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their officers designated below as of the day and year first above
written.

Attest:                             Diversified Investors Portfolios



_______________________________     By:______________________________
                                         Tom Schlossberg
                                         Chairman and President


Attest:                             Diversified Investment Advisors, Inc.



_______________________________     By:______________________________
                                         Gerald L Katz
                                         Vice President and CFO


<PAGE>





                                   SCHEDULE B

The Subadvisor shall be compensated for its services under this Agreement on
the basis of the belowdescribed annual fee schedule. The fee schedule shall
only be amended by agreement between the parties.

                                  FEE SCHEDULE

                     .27% of the first $300M net assets
                     .16% of net assets in excess of $300M and up to $1B
                     .13% of net assets in excess of $1B

Net assets are equal to the market value of the Portfolio. Fees will be
calculated by multiplying the arithmetic average of the beginning and ending
monthly net assets by the fee schedule and dividing by twelve.
The fee will accrue monthly and will be paid quarterly.




<PAGE>





                                   SCHEDULE C

Target market for 401(a), 403(b) and 457 plans is those plans between $1 and
$250 million.


<PAGE>


<TABLE>
<CAPTION>
                                                                                                        EXHIBIT B


INVESTMENT COMPANIES FOR WHICH ASSET MANAGEMENT GROUP SERVES AS INVESTMENT
ADVISER:

<S>                        <C>                  <C>                                        <C>
--------------------------------------------------------------------------------------------------------------------
FUND NAME                  NET ASSETS           ANNUAL RATE OF COMPENSATION                FEE WAIVERS OR REDUCTIONS

--------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------
Enterprise Accumulation    $28,000,000*         .30% of the first $100M of net assets        None
Trust Equity Income                             .25% of the next $100M of net assets
Portfolio                                       .20% of assets in excess of $200M
--------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------
Enterprise Group Equity    $166,000,000*        .30% of the first $100M of net assets        None
Income Portfolio                                .25% of the next $100M of net assets
                                                .20% of assets in excess of $200M
--------------------------------------------------------------------------------------------------------------------
</TABLE>

* As of December 31, 1999.



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