AMENDMENT TO GLOBAL SECURITIES
LENDING AGENCY AGREEMENT
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:
1. Schedule I of the Original Agreement is hereby deleted and revised to read in its entirety:
SECURITIES LENDING BORROWERS
LENDER: DIAMOND HILL FUNDS
US
Borrower List
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1 |
ABN AMRO Securities (USA) LLC (f/k/a MeesPierson Securities LLC) |
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2 |
Banca IMI Securities Corp |
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3 |
Bank of Montreal, (US Branch) |
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4 |
Bank of Nova Scotia, New York Agency |
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6 |
BMO Capital Markets Corp (f/k/a Xxxxxx Xxxxxxx Corp. BMO Xxxxxxx Xxxxx Corp. Xxxxxxx Xxxxx Securities Inc ) |
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7 |
BNP Paribas Prime Brokerage Inc |
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8 |
BNP Paribas Securities Corp |
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9 |
CIBC World Markets Corp. (f/k/a CIBC Xxxxxxxxxxx Corp.) |
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10 |
Cantor Xxxxxxxxxx & Co. |
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11 |
Citadel Securities LLC (f/k/a Citadel Trading Group L.L.C. and Citadel Derivatives Group LLC) |
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12 |
Citigroup Global Markets Inc |
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13 |
Commerz Markets LLC (f/k/a Dresdner Kleinwort Securities LLC, Dresdner Kleinwort Xxxxxxxxxxx LLC, Dresdner Kleinwort Xxxxxx North America LLC) |
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14 |
Credit Agricole Securities (USA), Inc. (f/k/a Calyon Securities (USA), Inc |
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15 |
Credit Suisse Securities (USA) LLC (f/k/a Credit Suisse First Boston LLC, Credit Suisse First Boston Corporation) |
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16 |
Daiwa Capital Markets America Inc. (f/k/a Daiwa Securities America, Inc.) |
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17 |
Deutsche Bank Securities Inc (f/k/a Deutsche Banc Xxxx Xxxxx Inc.) |
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18 |
First Clearing LLC (wholly owned limited liability company of Xxxxx Fargo Advisors LLC |
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20 |
Guggenheim Securities LLC (f/k/a Guggenheim Liquidity Services, LLC, LBBW Securities, LLC) |
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21 |
HBK Global Securities LP |
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22 |
HSBC Securities (USA) Inc |
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23 |
ING Financial Markets LLC (f/k/a ING Barings Corp.) |
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24 |
Industrial and Commercial Bank of China Financial Services, LLC |
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25 |
Itau BBA USA Securities, Inc |
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26 |
X X Xxxxxx Clearing Corp (f/k/a Bear Xxxxxxx Securities Corp.) |
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27 |
X X Xxxxxx Securities LLC (f/k/a X X Xxxxxx Securities, Inc , Merged with Chase Securities Inc.) |
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29 |
KDC Securities, LP (f/k/a KDC Merger Arbitrage, LP) |
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30 |
Knight Execution & Clearing Services LLC (f/k/a Knight Clearing Services LLC) |
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00 |
Xxxxxxxxx Xxxxxxx (XXX) Inc |
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32 |
Maple Securities USA Inc |
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33 |
Xxxxxxx Lynch, Pierce, Xxxxxx and Xxxxx, Inc (Part of Bank of America Corporation, merged with Banc of America Securities LLC) |
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34 |
Mizuho Securities USA Inc (f/k/a Fuji Securities, Inc ) |
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35 |
Xxxxxx Xxxxxxx & Co LLC |
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36 |
National Financial Services LLC (f/k/a National Financial Services Corp ) |
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37 |
Newedge USA, LLC (f/k/a Fimat USA Inc.) |
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38 |
Nomura Securities International, Inc. |
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40 |
Xxxxxxx Xxxxx & Associates, Inc |
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41 |
RBC Capital Markets, LLC (f/k/a RBC Capital Markets Corporation, RBC Dominion Securities Corp.) |
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42 |
RBS Securities Inc (f/k/a Greenwich Capital Markets, Inc. and ABN AMRO Inc.) |
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44 |
Xxxxxxx X. Xxxxxxxxx & Xx., X X X |
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00 |
Xxxxxx Capital (USA) Inc |
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46. |
SG Americas Securities, LLC (MSLA assigned by XX Xxxxx Securities Corp). |
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47 |
Societe Generale, New York Branch |
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48 |
TD Ameritrade Clearing Inc. |
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51 |
Unicredit Capital Markets LLC |
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52 |
Xxxxx Fargo Bank, N A., (f/k/a Wachovia Bank, N.A. , First Union National Bank) |
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53 |
Xxxxx Fargo Securities, LLC (f/k/a Wachovia Capital Markets, LLC) |
UK Borrower List
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1 |
Abbey National Treasury Services PLC (f/k/a Xxxxx Xxxxx Intl. Limited) |
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2 |
ABN AMRO Bank N.V. (Combined entity of Fortis Bank (Nederland) N.V. and ABN AMRO Bank N.V.) |
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3 |
Banc of America Securities Limited |
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4 |
Bank of Nova Scotia, London Branch*** |
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8 |
Barclays Capital Securities Limited |
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9 |
BMO Capital Markets Corp (f/k/a Paloma Securities LLC) |
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10 |
BMO Capital Markets Limited (f/k/a Paloma Securities London Limited) |
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11 |
BNP Paribas, London Branch |
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12 |
BNP Paribas, Paris Branch |
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13 |
BNP Paribas Arbitrage SNC |
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14. |
Canadian Imperial Bank of Commerce, London |
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16 |
Citibank N.A., London Branch |
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17 |
Citigroup Global Markets Limited |
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18. |
Citigroup Global Markets U K Equity Limited |
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20 |
Credit Suisse Securities (Europe) Limited |
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21 |
Daiwa Capital Markets Europe Limited (f/k/a Daiwa Securities markets Europe Limited) |
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00 |
Xxxxxxxx Xxxx XX, Xxxxxxxxx |
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00 |
Deutsche Bank AG, London |
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24 |
Xxxxxxx Xxxxx International |
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28 |
X.X. Xxxxxx Securities Limited |
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29 |
Jefferies Intl Limited |
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30. |
Macquarie Bank Limited |
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31 |
Xxxxxxx Xxxxx International |
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32 |
Mitsubishi UFJ Securities International Plc |
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33 |
Mizuho International Plc |
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34 |
Xxxxxx Xxxxxxx & Co International Plc |
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35. |
Xxxxxx Xxxxxxx Securities Limited |
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36 |
National Australia Bank Ltd London |
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38 |
Nomura International Plc |
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40 |
Royal Bank of Canada Europe Limited |
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41 |
Royal Bank of Scotland N.V. |
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42 |
Royal Bank of Scotland Plc |
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00 |
Xxxxxxxxxxxxx Xxxxxxxx Xxxxxx XX (xxxx) |
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46 |
Standard Chartered Bank |
Canadian Borrower List
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3 |
HSBC Securities Canada Inc |
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4 |
Xxxxxxx Xxxxx Canada Inc |
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6 |
RBC Dominion Securities Inc |
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(1) |
By choosing Citigroup Global Markets Inc. (“CGMI”) or Citigroup Global Markets Limited (“CGML”) as an approved borrowers, you acknowledge that such entity is an affiliate of Citibank,
N.A. (“Citibank”). |
With respect to loans made pursuant to (1) above, Citibank acknowledges and agrees
that such loans:
| |
(a) |
shall be made pursuant to terms and conditions substantively equivalent to the terms and conditions of loans with other Borrowers under the Lending Agreement; and |
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(b) |
shall be made at rates and pricing equal to or better than rates or pricing negotiated with other borrowers for a similarly structured loan. |
(2) In connection with loans of Securities and reverse repurchase transactions (if previously approved as investment vehicle for Securities
lending cash collateral) within the terms of the securities lending program, we authorize the use of the following entities as third party custodians of (a) collateral for securities lend under the securities lending program, and
(b) Securities purchased under repurchase transactions (if previously approved) and cash collateral remitted for such purchases: The Bank of New York and XX Xxxxxx Chase Bank. We further authorize Citibank, N.A., as our agent to enter into the
necessary agreements to effectuate the foregoing.
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2. |
Schedule V of the Original Agreement is hereby deleted and revised to read in its entirety: |
CUTOFF TIMES FOR SALES NOTIFICATION
Daily deadlines for the Lender’s requests to terminate a loan under Section 9.b. of the Agency Agreement are as follows:
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• |
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For Canadian Equities — Trade Date |
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• |
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For Canadian Fixed Income Trade Date |
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• |
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For FRB Eiligible Securities — Settlement Date by 9AM EST |
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• |
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For U.S. Equities and U.S. Corporate bonds via DTC-Trade Date |
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• |
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For International Equities — Trade Date — except in the jurisdictions listed below Hong Kong, Singapore, South Korea — Trade Date by 12 noon Hong Kong time Spain — Trade Date by 12 noon Spain time
*Taiwan — Trade Date minus two days by 9AM Hong Kong Time |
| * |
Note: Lender shall be required to agree to the additional documentation as provided by the agent prior to entering into loans in this market. |
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3. |
Schedule VI of the Original Agreement is hereby deleted and revised to read in its entirety: |
APPROVED LENDING AGREEMENTS
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APPLICABLE LENDING AGREEMENT* |
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Global Master Securities Lending Agreement (January 2010) |
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Master Securities Lending Agreement (1984)
Master Securities Loan Agreement (2000) |
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| * |
Note: Agent shall provide Lender with a copy of the applicable Lending Agreement upon request. |
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4. |
Exhibit A of the Original Agreement is hereby revised to read in its entirety as follows: |
LIST OF DESIGNATED ACCOUNTS
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| Fund/Account Name |
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Account
Number |
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| Diamond Hills Small Cap Fund |
|
|
207009 |
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| Diamond Hill Small-Mid Cap Fund |
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|
207010 |
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| Diamond Hill Large Cap Fund |
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|
207011 |
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| Diamond Hill Select Fund |
|
|
207012 |
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| Diamond Long-Short Fund |
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|
207007 |
|
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| DIAMOND HILL LONG-SHORT FUND F/B/O UBS Securities LLC |
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|
207084 |
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| DIAMOND HILL LONG-SHORT FUND F/B/O X.X. Xxxxxx Clearing Corp |
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|
207085 |
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| Diamond Hill Financial Long-Short Fund |
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|
207008 |
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| DIAMOND HILL FINANCIAL LONG-SHORT FUND F/B/O X.X. Xxxxxx Clearing Corp. |
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|
207119 |
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| Diamond Hill Strategic Income Fund |
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|
207013 |
|
| Diamond Hill Research Opportunities Fund |
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|
207962/613457052 |
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| DIAMOND HILL RESEARCH OPPORTUNITIES FUND F/B/O X.X. Xxxxxx Clearing Corp. |
|
|
208055 |
|
In the event of any inconsistency between this Amendment and the Original Agreement this Amendment shall
prevail.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective duly authorized
officers effective as of August 22, 2013.
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| CITIBANK, N.A., Agent |
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DIAMOND HILL FUNDS, Lender |
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| By: |
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/s/ Xxxxx Xxxxxx |
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By: |
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/s/ Xxxxx X. Xxxxx |
| Name: |
|
Xxxxx Xxxxxx |
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Name: |
|
Xxxxx X. Xxxxx |
| Title: |
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Managing Director |
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Title: |
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President |
