0000950123-08-002268 Sample Contracts

INVESTMENT ADVISORY AGREEMENT Transamerica Fund Advisors, Inc.
Investment Advisory Agreement • February 28th, 2008 • Diversified Investors Funds Group Ii • Florida

This Agreement, entered into as of November 1, 2007 between The Diversified Investors Funds Group II, a Massachusetts business trust (referred to herein as the “Trust”), and Transamerica Fund Advisors, Inc., a Florida corporation (referred to herein as “TFAI”), to provide certain management and advisory services to each series of the Trust listed on Schedule A hereto (each, a “Fund”).

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TRANSFER AGENCY AGREEMENT
Transfer Agency Agreement • February 28th, 2008 • Diversified Investors Funds Group Ii • Florida

This Transfer Agency Agreement (the “AGREEMENT”) made this 1st day of November, 2007, between The Diversified Investors Funds Group II (“DIFG II”), a Massachusetts business trust having its principal place of business at 570 Carillon Parkway, St. Petersburg, Florida 33716, and Transamerica Fund Services, Inc. (“TFS”), a Florida corporation having its principal place of business at 570 Carillon Parkway, St. Petersburg, Florida 33716.

UNDERWRITING AGREEMENT The Diversified Investors Funds Group II and Transamerica Capital, Inc.
Underwriting Agreement • February 28th, 2008 • Diversified Investors Funds Group Ii • Florida

This Agreement, made this 1st day of November, 2007 by and between The Diversified Investors Funds Group II, a Massachusetts Business Trust (referred to herein as the “Trust”), and Transamerica Capital, Inc. (referred to herein as the “Distributor”).

THE DIVERSIFIED INVESTORS FUNDS GROUP II ADMINISTRATIVE SERVICES AGREEMENT
Administrative Services Agreement • February 28th, 2008 • Diversified Investors Funds Group Ii

This Agreement is entered into as of November 1, 2007 by The Diversified Investors Funds Group II (the “Fund”), a Massachusetts business trust, and Transamerica Fund Services, Inc. (“TFS”), a Florida corporation.

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