Diamond Hill Funds Sample Contracts

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AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST OF THE BSG FUNDS
Agreement • October 31st, 1997 • BSG Funds
AMENDMENT NO. 1
BSG Funds • January 12th, 2001
DIAMOND HILL FUNDS THIRD AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST February 28, 2021
Agreement and Declaration of Trust • February 26th, 2021 • Diamond Hill Funds • Ohio
BHIL Distributors, LLC DEALER AGREEMENT
Dealer Agreement • September 6th, 2016 • Diamond Hill Funds • Delaware

As the distributor of the shares (“Shares”) of each investment company portfolio (“Fund”), of the investment company or companies referenced above and set forth on Appendix A (collectively, “Company”) which may be amended by us from time to time, BHIL Distributors, LLC (“Distributor”) hereby invites you to participate in the selling group on the following terms and conditions. In this letter, the terms “we,” “us,” and similar words refer to the Distributor, and the terms “you,” “your,” and similar words and “Dealer” refer to the dealer executing this agreement, including its associated persons.

MASTER CUSTODIAN AGREEMENT
Master Custodian Agreement • February 27th, 2014 • Diamond Hill Funds • Massachusetts

This Agreement is made as of March 1, 2014 by and between each management investment company identified on Appendix A hereto (each such investment company and each management investment company made subject to this Agreement in accordance with Section 20.5 below, shall hereinafter be referred to as a “Fund”), and STATE STREET BANK AND TRUST COMPANY, a Massachusetts trust company (the “Custodian”).

FORM OF OPINION RE: TAX MATTERS
Diamond Hill Funds • July 23rd, 2020

Re: AGREEMENT AND PLAN OF REORGANIZATION, DATED AS OF JULY 21, 2020 (THE "AGREEMENT"), BY AND BETWEEN DIAMOND HILL FUNDS ("DIAMOND HILL") ON BEHALF OF ITS SERIES, DIAMOND HILL RESEARCH OPPORTUNITIES FUND (THE "TRANSFERRING FUND") AND ITS SERIES, DIAMOND HILL LONG-SHORT FUND (THE "ACQUIRING FUND") AND, SOLELY FOR PURPOSES OF PARAGRAPH 5 THEREOF, DIAMOND HILL CAPITAL MANAGEMENT, INC. ("DHCM")

Legg Mason Partners Equity Trust 620 Eighth Avenue New York, New York 10018 Diamond Hill Funds 325 John H. McConnell Blvd., Suite 200 Columbus, Ohio 43215
Legg Mason Partners Equity Trust • March 10th, 2021

This opinion is furnished to you pursuant to paragraph 8.5 of the Agreement and Plan of Reorganization (the “Agreement”), dated as of [ ], 2021, by and among Legg Mason Partners Equity Trust (the “Acquiring Trust”), a Maryland statutory trust, on behalf of its series BrandywineGLOBAL – [____] Fund (the “Acquiring Fund”), and Diamond Hill Funds (the “Target Trust”), an Ohio business trust, on behalf of its series Diamond Hill [____] Fund (the “Target Fund”). All capitalized terms not otherwise defined herein have the meanings ascribed to them in the Agreement. The Agreement contemplates (i) the sale, assignment, conveyance, transfer and delivery of the Assets of the Target Fund to the Acquiring Fund in exchange for (A) the Acquiring Fund Shares, and (B) the assumption by the Acquiring Fund of the Liabilities of the Target Fund; and (ii) the distribution, in accordance with paragraph 1.5 of the Agreement, of the Acquiring Fund Shares to the Target Fund Shareholders in exchange for their

FUND COMPANY] Dealer’s Agreement
Dealer’s Agreement • February 27th, 2014 • Diamond Hill Funds • Ohio

BHIL Distributors, Inc. (“we,” “us,” or “BHIL”) is the distributor of the shares of beneficial interest (the “Shares”) of (the “Trust”), a management investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”). We invite you, as a selected dealer (“you” or “Dealer”), to participate in the distribution of the Shares of each series of the Trust (referred to herein as a “Fund” or the “Funds”) that is listed in Schedule A, which is attached hereto and made a part hereof. We agree to sell to you, subject to any limitations imposed by the Trust, Shares issued by the Trust and to promptly confirm each sale to you. All sales will be made according to the following terms:

NINTH AMENDED AND RESTATED ADMINISTRATIVE AND TRANSFER AGENCY SERVICES AGREEMENT
Administrative and Transfer Agency Services Agreement • October 11th, 2011 • Diamond Hill Funds • Ohio

EIGHTH AMENDED AND RESTATED ADMINISTRATIVE AND TRANSFER AGENCY SERVICES AGREEMENT dated as of May 31, 2002, as amended August 8, 2002, January 31, 2005, April 30, 2005, April 30, 2006, April 30, 2007, April 30, 2008, April 30, 2009, April 30, 2010 and February 2, 2011 between Diamond Hill Funds (the “Trust”), an Ohio business trust, and Diamond Hill Capital Management, Inc. (“DHCM”), an Ohio corporation.

SECURITIES LENDING AGREEMENT: Customer Agreement (Fund/Indemnified)
Securities Lending Agreement • April 30th, 2007 • Diamond Hill Funds • Minnesota

This Securities Lending Agreement, made as of this 1st day of May, 2007 including all exhibits attached hereto, all of the terms of which are incorporated herein by reference, in each case, as amended and/or supplemented from time to time in accordance with the terms hereof (this “Agreement”), by and between U.S. Bank National Association (the “Bank”) and Diamond Hill Funds, an Ohio Business Trust, on behalf of each respective series identified in Exhibit A attached hereto (each such series hereinafter referred to as a separate “Customer”).

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DIAMOND HILL FUNDS Dealer’s Agreement
Diamond Hill Funds • October 6th, 2015 • Diamond Hill Funds • Ohio

BHIL Distributors, Inc. (“we,” “us,” or “BHIL”) is the distributor of the shares of beneficial interest (the “Shares”) of the Diamond Hill Funds (the “Trust”), a management investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”). We invite you, as a selected dealer (“you” or “Dealer”), to participate in the distribution of the Shares of each series of the Trust (referred to herein as a “Fund” or the “Funds”) that is listed in Schedule A, which is attached hereto and made a part hereof. We agree to sell to you, subject to any limitations imposed by the Trust, Shares issued by the Trust and to promptly confirm each sale to you. All sales will be made according to the following terms:

AGREEMENT AND PLAN OF REORGANIZATION
Agreement and Plan of Reorganization • July 23rd, 2020 • Diamond Hill Funds • Ohio

THIS AGREEMENT AND PLAN OF REORGANIZATION (the “Agreement”) is made as of this twenty-first day of July, 2020 by and between Diamond Hill Funds, an Ohio business trust (the “Trust”), on behalf of Diamond Hill Research Opportunities Fund, a series of the Trust (the “Target Fund”), and Diamond Hill Long-Short Fund, a series of the Trust (the “Acquiring Fund”). Diamond Hill Capital Management, Inc. (“DHCM”) joins this agreement solely for the purpose of agreeing to be bound by Paragraph 5.

AMENDED AND RESTATED ADMINISTRATIVE AND TRANSFER AGENCY SERVICES AGREEMENT
Administrative and Transfer Agency Services Agreement • December 19th, 2013 • Diamond Hill Funds • Ohio

AMENDED AND RESTATED ADMINISTRATIVE AND TRANSFER AGENCY SERVICES AGREEMENT dated as of May 31, 2002, as amended November 17, 2011 and May 23, 2013, between Diamond Hill Funds (the “Trust”), an Ohio business trust, and Diamond Hill Capital Management, Inc. (“DHCM”), an Ohio corporation.

SPECIAL CUSTODY ACCOUNT AGREEMENT
Special Custody Account Agreement • February 29th, 2012 • Diamond Hill Funds • New York

AGREEMENT (this “Agreement”), dated as of November 17, 2011, by and among CITIBANK, N.A., (New York Offices) in its capacity as Custodian hereunder (“Custodian”), Diamond Hill Funds, on behalf of its Diamond Hill Research Opportunities Fund (“Customer”) and J.P. MORGAN CLEARING CORP. (“Broker”).

FIFTH AMENDED AND RESTATED ADMINISTRATIVE, FUND ACCOUNTING AND TRANSFER AGENCY SERVICES AGREEMENT
And Transfer Agency Services Agreement • April 30th, 2007 • Diamond Hill Funds • Ohio

FIFTH AMENDED AND RESTATED ADMINISTRATIVE, FUND ACCOUNTING AND TRANSFER AGENCY SERVICES AGREEMENT dated as of May 31, 2002, as amended August 8, 2002, January 31, 2005, April 30, 2005, April 30, 2006 and April 30, 2007 between Diamond Hill Funds (the “Trust”), an Ohio business trust, and Diamond Hill Capital Management, Inc. (“DHCM”), an Ohio corporation.

SECURITIES LENDING AUTHORIZATION AGREEMENT Between DIAMOND HILL FUNDS ON BEHALF OF EACH OF ITS SERIES AS LISTED ON SCHEDULE B And STATE STREET BANK AND TRUST COMPANY
Lending Authorization Agreement • February 27th, 2014 • Diamond Hill Funds • Massachusetts

This Agreement shall be deemed for all purposes to constitute a separate and discrete agreement between State Street and each of the series of shares of the Trust as listed on Schedule B to this Agreement (the Trust acting on behalf of each such series, a “Fund” and collectively, the “Funds”) as it may be amended by the parties, and no series of shares of the Trust shall be responsible or liable for any of the obligations of any other series of the Trust under this Agreement or otherwise, notwithstanding anything to the contrary contained herein.

Amended and Restated By-Laws of
Diamond Hill Funds • January 4th, 2019
SERVICES AGREEMENT DIAMOND HILL FUNDS and CITI FUND SERVICES OHIO, INC.
Services Agreement • September 29th, 2011 • Diamond Hill Funds • Ohio

THIS SERVICES AGREEMENT is made on Aug. 22, 2011, by and between Diamond Hill Funds, an open-end investment management company registered under the Investment Company Act of 1940, as amended (“1940 Act”) organized under the laws of Ohio , (the “Client”) and Citi Fund Services Ohio, Inc., an Ohio corporation with its primary place of business at 3435 Stelzer Road, Columbus, Ohio 43219 (the “Service Provider” and, with the Client, the “Parties”).

SECOND AMENDMENT TO SECURITIES LENDING AUTHORIZATION AGREEMENT BETWEEN DIAMOND HILL FUNDS, ON BEHALF OF ITS SERIES AS LISTED ON SCHEDULE B, AND STATE STREET BANK AND TRUST COMPANY
Securities Lending Authorization Agreement • February 26th, 2016 • Diamond Hill Funds • Massachusetts

This Second Amendment (this “Amendment”) dated February 10, 2016 is between Diamond Hill Funds, on behalf of its series as listed on Schedule B, severally and not jointly (each, a “Fund” and collectively, the “Funds”), and State Street Bank and Trust Company, acting either directly or through any affiliates or subsidiaries (collectively, “State Street”).

AMENDMENT TO GLOBAL SECURITIES LENDING AGENCY AGREEMENT
Global Securities Lending Agency Agreement • February 27th, 2014 • Diamond Hill Funds

CITIBANK, N.A., a national banking organization (the “Agent”) and DIAMOND HILL FUNDS (the “Lender”) hereby amend the Global Securities Lending Agency Agreement between the Lender and the Agent dated July 28, 201 1, (the “Original Agreement”) as follows:

FIFTH AMENDMENT TO SECURITIES LENDING AUTHORIZATION AGREEMENT BETWEEN DIAMOND HILL FUNDS, ON BEHALF OF ITS SERIES AS LISTED ON SCHEDULE B, AND STATE STREET BANK AND TRUST COMPANY
Securities Lending Authorization Agreement • September 6th, 2016 • Diamond Hill Funds • Massachusetts

This Fourth Amendment (this “Amendment”) dated as of July 26, 2016 is between Diamond Hill Funds, on behalf of its series as listed on Schedule B, severally and not jointly (each, a “Fund” and collectively, the “Funds”), and State Street Bank and Trust Company, acting either directly or through any affiliates or subsidiaries (collectively, “State Street”).

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