M&A - DIAMOND HILL FUNDS

Form Type: 497

Filing Date: 2025-06-26

Corporate Action: Merger

Type: New

Accession Number: 000103242325000071

Filing Summary: On June 26, 2025, Diamond Hill Funds announced the reorganization of the Diamond Hill Large Cap Concentrated Fund into an exchange-traded fund (ETF), named the Diamond Hill Large Cap Concentrated ETF. This reorganization, referred to as the Reorganization, is set to take place on or about September 26, 2025, with the intention of providing shareholders with the same investment objective and a similar strategy in a more efficient structure. Importantly, shareholders will not need to approve this change, nor will they be asked to vote. They will be informed through a Combined Prospectus/Information Statement detailing the terms and conditions of the Reorganization, which is considered a tax-free exchange under Section 368(a) of the Internal Revenue Code. Following the Reorganization, shares of the Survivor Fund will be distributed to existing Target Fund shareholders at an aggregate net asset value equal to their previous investments, and the Target Fund will cease operations. As part of this transition, Class I and Investor Class shares will convert to Class Y shares by September 5, 2025, without incurring any additional fees. Overall, this move aims to enhance shareholder value through improved flexibility and potential tax efficiencies in the new ETF format.

Form Type: N-14

Filing Date: 2025-06-26

Corporate Action: Merger

Type: New

Accession Number: 000103242325000069

Filing Summary: On June 26, 2025, Diamond Hill Funds filed a registration statement on Form N-14 concerning the reorganization of the Diamond Hill Large Cap Concentrated Fund into the Diamond Hill Large Cap Concentrated ETF. This conversion is part of a strategic move to enhance operational efficiencies and tax benefits for shareholders. The Board of Trustees determined that the conversion is in the best interest of shareholders, with both funds maintaining identical investment objectives and substantially similar strategies. The reorganization does not require shareholder approval and aims to allow for intraday trading and greater transparency typical of ETFs. The merger is set to take effect on or around September 26, 2025, with shareholders of the Target Fund receiving Survivor Fund shares equivalent to the value of their holdings. The costs of the reorganization will be covered by the Adviser, and it is not expected to trigger tax liabilities for shareholders. Additionally, a Share Class Consolidation will occur prior to the merger, transitioning existing classes to align with the single class offered by the Survivor Fund. Shareholders will not incur any sales loads or fees related to the reorganization and may redeem their shares before the effective date if necessary.