Allocations — Investment income earned, realized capital gains and losses, and unrealized appreciation and depreciation for the Funds are allocated daily to each class of shares based upon its proportionate share of total net assets of the Fund. Class specific expenses are charged directly to the class incurring the expense. Common expenses, which are not attributable to a specific class, are allocated daily to each class of shares based upon its proportionate share of total net assets of the Fund. Expenses not directly billed to a Fund are allocated proportionally among all Funds daily in relation to net assets of each Fund or another reasonable measure.
Investment Transactions
For the six months ended June 30, 2007, the purchases and sales (including maturities) of investment securities (excluding short-term securities and U.S. government obligations) were as follows
| | | Pruchases | | | Sales | |
Small Cap Fund | | $ | 131,152,960 | | $ | 207,849,761 | |
Small-Mid Cap Fund | | $ | 19,394,360 | | $ | 5,803,083 | |
Large Cap Fund | | $ | 204,300,676 | | $ | 99,062,886 | |
Select Fund | | $ | 5,620,549 | | $ | 10,708,153 | |
Long-Short Fund | | $ | 395,017,001 | | $ | 110,326,260 | |
Financial Long-Short Fund | | $ | 15,213,923 | | $ | 5,065,076 | |
Strategic Income Fund | | $ | 104,287,077 | | $ | 47,551,978 | |
The Funds pay commissions on the purchase and sale of investment securities. The commissions paid are included as part of the cost of purchases or net proceeds on the sale of investment securities and are not included in the presentation of Fund expenses on the Statements of Operations. The Funds paid the following commissions during the six months ended June 30, 2007:
| | Total Commissions | | Commissions as a % of Average Net Assets | |
Small Cap Fund | | $ | 71,441 | | | 0.02 | % |
Small-Mid Cap Fund | | $ | 5,396 | | | 0.02 | % |
Large Cap Fund | | $ | 74,749 | | | 0.02 | % |
Select Fund | | $ | 2,646 | | | 0.01 | % |
Long-Short Fund | | $ | 658,204 | | | 0.04 | % |
Financial Long-Short Fund | | $ | 12,113 | | | 0.03 | % |
Strategic Income Fund | | $ | 16,428 | | | 0.01 | % |
Investment Advisory Fees and Other Transactions with Affiliates
The Small Cap Fund, Small-Mid Cap Fund, Large Cap Fund, Select Fund, Long-Short Fund, Financial Long-Short Fund, and Strategic Income Fund each receive investment management and advisory services from Diamond Hill Capital Management, Inc. (“DHCM”) under management agreements that provide for fees to be paid at an annual rate of 0.80%, 0.75%, 0.60%, 0.70%, 0.90%, 1.00%, and 0.50% of the Funds’ average daily net assets, respectively. The advisory agreements are subject to annual approval by the Board of Trustees. In addition, each Fund has entered into an administrative services agreement whereby DHCM (“Administrator”) is paid a fee at an annual rate of 0.32% for Class A and Class C and 0.18% for Class I shares of each Funds’ average daily net assets. Prior to April 30, 2007, the fees paid by Class A and Class C were paid at an annual rate of 0.36% of each Funds’ average daily net assets. These administrative fees are used to pay most of the Funds’ operating expenses except advisory, distribution, custody, brokerage, taxes, interest, dividend expense on securities sold short, and extraordinary expenses.
Pursuant to rule 12b-1 of the 1940 Act, each Fund has adopted a distribution plan (together, the “Plans”). Under the Plans, Class A shares pay a distribution fee at an annual rate of 0.25% of Class A average daily net assets. Class C shares pay a distribution and shareholder-servicing fee at an annual rate of 0.75% and 0.25%, respectively, of Class C average daily net assets. Class I shares are not subject to any distribution or shareholder-servicing fees. The Trust entered into a Distribution Agreement on behalf of the Funds with IFS Fund Distributors, Inc. (“Distributor”). Pursuant to the Distribution Agreement, the Distributor acts as principal underwriter of each Fund’s shares.
For the six months ended June 30, 2007, the Distributor received $381, $1,732, $11,874, $125,886, $8,716, and $17,076, in sales commissions from the sales of Class A shares of the Small Cap Fund, Small-Mid Cap Fund, Large Cap Fund, Long-Short Fund, Financial Long-Short Fund, and Strategic Income Fund, respectively. The Distributor also received $384, $254, $3,654, $208, $48,602, $2,183, and $1,213 of contingent deferred sales charges relating to redemptions of Class C shares of the Small Cap Fund, Small-Mid Cap Fund, Large Cap Fund, Select Fund, Long-Short Fund, Financial Long-Short Fund, and Strategic Income Fund, respectively.
DHCM has an agreement with JPMorgan Chase Bank, N.A. (formerly Integrated Investment Services, Inc.) to provide sub-transfer agent, sub-fund accounting, and sub-administrative services for the Funds.The services to be provided under the agreements include day-to-day administration of matters related to the corporate existence of the Trust and its Funds (other than rendering investment advice), maintenance of books and records, preparation of reports, supervision of the Trust’s arrangement with the custodian and assistance in the preparation of the Trust’s registration statement under federal and state laws. JPMorgan is paid directly by DHCM under terms of these service agreements.
Certain officers of the Trust were affiliated with DHCM, JPMorgan or the Distributor during the six months, ended June 30, 2007. Such officers receive no compensation from the Funds for serving in their respective roles.
Commitments and Contingencies
The Funds indemnify the Trust’s officers and Trustees for certain liabilities that might arise from their performance of their duties to the Funds. Additionally, in the normal course of business, the Funds enter into contracts that contain a variety of representations and warranties and which provide general indemnifications. The Funds’ maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Funds that have not yet occurred. However, based on experience, the Funds expect the risk of loss to be remote.
Federal Tax Information
The amount and character of income and capital gain distributions paid by the Funds are determined in accordance with Federal income tax regulations which may differ from GAAP. The tax character of distributions paid differs from the character of distributions shown on the Statements of Changes in Net Assets due primarily to short-term capital gains being treated as ordinary income for tax purposes and the use of equalization.