0001193125-15-338122 Sample Contracts

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:

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SUB-TRANSFER AGENCY SERVICES AGREEMENT DIAMOND HILL CAPITAL MANAGEMENT, INC. and CITI FUND SERVICES OHIO, INC.
Sub-Transfer Agency Services Agreement • October 6th, 2015 • Diamond Hill Funds • Ohio

THIS SUB-TRANSFER AGENCY SERVICES AGREEMENT is made on March 31, 2015, by and between Diamond Hill Capital Management, Inc. an Ohio corporation , (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”).

Amendment No. 2 to the Second Amended and Restated Agreement and Declaration of Trust of Diamond Hill Funds
Diamond Hill Funds • October 6th, 2015

The undersigned officer of the Diamond Hill Funds, an Ohio business trust (the “Trust”), acting pursuant to Article VII, Section 7.3 of the Second Amended and Restated Agreement and Declaration of Trust of the Trust, certifies hereby that the following resolutions were duly adopted by a majority of the Board of Trustees of the Trust on August 20, 2015, and are in full force and effect as of the date hereof:

EXCLUSIVE LENDING AGREEMENT
Exclusive Lending Agreement • October 6th, 2015 • Diamond Hill Funds • Massachusetts

This Agreement dated as of May 26, 2015 (this “Agreement”) is among Diamond Hill Funds, on behalf of each of its series defined hereinafter, acting severally and not jointly (each, a “Lender”) and State Street Bank and Trust Company, acting as agent for Lender (“Agent”), and State Street Bank and Trust Company, acting as principal borrower (“Borrower”).

AMENDMENT TO DIAMOND HILL CAPITAL MANAGEMENT, INC. SERVICES AGREEMENT
Services Agreement • October 6th, 2015 • Diamond Hill Funds

AMENDMENT made as of March 31, 2015, between Diamond Hill Capital Management, Inc. (the “Client”) and Citi Fund Services Ohio, Inc. (“Service Provider”), to that certain Services Agreement, dated August 22, 2011, between the Client and Service Provider (as amended and in effect on the date hereof, the “Agreement”). All capitalized terms used but not defined herein shall have the meanings given to them in the Agreement.

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