EX-99.28 2 fp0092770-1_ex9928g9.htm

EIGHTH AMENDMENT TO THE
HORIZON FUNDS CUSTODY AGREEMENT

 

THIS AMENDMENT, dated as of February 1, 2025 (the "Effective Date"), to the Custody Agreement, dated as of February 8, 2016, as amended (the "Agreement"), is entered into by and between HORIZON FUNDS, a Delaware trust (the "Trust") and U.S. BANK NATIONAL ASSOCIATION, a national banking association (the "Custodian").

 

RECITALS

 

WHEREAS, the parties have entered into Agreement; and

 

WHEREAS, the parties desire to amend Exhibit B to take into account present circumstances; and

 

WHEREAS, the parties desire to amend Exhibit C to update the fees; and

 

WHEREAS, Article XV, Section 15.02 of the Agreement allows for its amendment by a written instrument executed by both parties.

 

NOW, THEREFORE, the parties agree as follows:

 

1.As of the Effective Date, Exhibit B is hereby superseded and replaced in its entirety with the Exhibit B attached hereto.

 

2.As of the Effective Date, Exhibit C is hereby superseded and replaced in its entirety with the Exhibit C attached hereto.

 

3.Notwithstanding the foregoing, all other terms and conditions of the Agreement shall remain in full force and effect.

 

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by a duly authorized officer on one or more counterparts as of the date and year last written below.

 

HORIZON FUNDS   U.S. BANK NATIONAL ASSOCIATION
     
By: /s/ Stephen Terry   By: /s/ Greg Farley
Name:   Stephen Terry   Name:   Greg Farley
Title: Chief Financial Officer   Title: Sr. Vice President
Date: 1/31/2025 2:51:42 PM CST   Date: 2/3/24

 

 

Exhibit B to the Custody Agreement - Horizon Funds

Fund Names

 

Separate Series of Horizon Funds

 

Name of Series

 

Horizon Active Asset Allocation Fund

Horizon Active Income Fund

Horizon Active Risk Assist® Fund

Horizon Defensive Core Fund

Horizon Defined Risk Fund

Horizon Equity Premium Income Fund

Horizon Multi-Factor Small/Mid Cap Fund

Horizon Multi-Factor U.S. Equity Fund

Horizon Tactical Fixed Income Fund

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Exhibit C to the Custody Agreement - Horizon Funds

Effective from 2/1/2025 to 1/31/2028

 

Custody Services Fee Schedule

 

Based upon an annual rate of average daily market value of all long securities and cash held in the portfolio*:

[…] basis points on average daily market value on first $[…] billion

[…] basis points on the next $[…] billion

[…] basis points on the balance > $[…] billion Minimum annual fee per fund - $[…] Plus portfolio transaction fees

 

Portfolio Transaction Fees

$[…] - Book entry DTC transaction, Federal Reserve transaction, principal paydown
$[…] - Repurchase agreement, reverse repurchase agreement, time deposit/CD or other non-depository transaction
$[…] - Option/SWAPS/future contract written, exercised or expired
$[…] - Mutual fund trade, Margin Variation Wire and outbound Fed wire
$[…] - Physical security transaction
$[…] - Check disbursement (waived if U.S. Bank is Administrator)
$[…] Manual instructions fee. (Additional Per Securities and Cash Transactions)
$[…] Cancellation/Repair fee. (Additional Per Securities and Cash Transactions)
$[…] Per Non-USD wire.
$[…] Per 3rd party FX at U.S. Bank
$[…] Monthly charge on zero valued securities (Per ISIN)
$[…] Per Proxy Vote cast.
$[…] Dormant account fee (one year no activity)

 

A transaction is a purchase/sale of a security, free receipt/free delivery, maturity, tender or exchange.

 

Miscellaneous Expenses

All other miscellaneous fees and expenses, including but not limited to the following, will be separately billed as incurred: expenses incurred in the safekeeping, delivery and receipt of securities, shipping, transfer fees, deposit withdrawals at custodian (DWAC) fees, SWIFT charges, negative interest charges and extraordinary expenses based upon complexity.

 

Additional Services

See Additional Services fee schedule for global servicing.
$[…] per custody sub - account per year (e.g., per sub -adviser, segregated account, etc.)
Class Action Services - 6% of gross proceeds, $[…] minimum recovery.
No charge for the initial conversion free receipt.
Overdrafts - charged to the account at prime interest rate plus 2% unless a line of credit is in place.
Third Party lending - Additional fees will apply.

 

Additional services not included above shall be mutually agreed upon at the time of the service being added. In addition to the fees described above, additional fees may be charged to the extent that changes to applicable laws, rules or regulations require additional work or expenses related to services provided (e.g., margin management services, securities lending services, compliance with new SEC rules and reporting requirements).

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Chief Compliance Officer Support Fee

$[…] per year per fund complex per service line

 

Miscellaneous Expenses

All other miscellaneous fees and expenses, including but not limited to the following, will be separately billed as incurred: expenses incurred in the safekeeping, delivery and receipt of securities, shipping, transfer fees, deposit withdrawals at custodian (DWAC) fees, SWIFT charges, negative interest charges and extraordinary expenses based upon complexity.

 

*Subject to annual CPI increase - All Urban Consumers - U.S. City Average" index, provided that the CPI adjustment will not decrease the base fees (even if the cumulative CPI rate at any point in time is negative).

 

Fees are calculated pro rata and billed monthly.

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Additional Services Fee Schedule

 

Third-Party Agent Domestic Securities Lending Support*+ 

$[…] implementation fee per Trust per Third-Party Agent Lender
Annual Base Fee $[…] per Trust per Third-Party Agent Lender
Plus Transaction fees

 

Third-Party Agent Portfolio Transaction Fees+

$[…] - transaction fee will be assessed for each loan, return, and reallocation transactions (loan/return)

 

+Each Third-Party Agent Lender will be invoiced directly

 

*Subject to annual CPI increase - All Urban Consumers - U.S. City Average" index, provided that the CPI adjustment will not decrease the base fees (even if the cumulative CPI rate at any point in time is negative).

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Additional Global Sub-Custodial Services Annual Fee Schedule

 

Country Safekeeping
(BPS)

Transaction

fee

Country Safekeeping
(BPS)

Transaction

fee

Country Safekeeping
(BPS)
Transaction
fee
Argentina 18.00 $[...] Hong Kong 1.75 $[...] Poland 8.00 $[...]
Australia 1.50 $[...] Hungary 18.00 $[...] Portugal 3.00 $[...]
Austria 1.70 $[...] Iceland 15.00 $[...] Qatar 38.00 $[...]
Bahrain 42.00 $[...] India 7.00 $[...] Romania 30.00 $[...]
Bangladesh 18.00 $[...] Indonesia 6.00 $[...] Russia 12.00 $[...]
Belgium 1.00 $[...] Ireland 1.00 $[...] Saudi Arabia 30.00 $[...]
Bermuda 15.00 $[...] Israel 10.00 $[...] Serbia 60.00 $[...]
Botswana 24.00 $[...] Italy 1.00 $[...] Singapore 1.35 $[...]
Brazil 7.00 $[...] Japan 1.00 $[...] Slovakia 20.00 $[...]
Bulgaria 24.00   Jordan 40.00 $[...] Slovenia 20.00 $[...]
Canada 1.20 $[...] Kenya 28.00 $[...] South Africa 1.75 $[...]
Chile 13.00 $[...] Kuwait 38.00 $[...] South Korea 3.00 $[...]
China Connect 18.00 $[...] Latvia 15.00 $[...] Spain 1.00 $[...]
China (B Shares) 10.00 $[...] Lithuania 15.00 $[...] Sri Lanka 11.00 $[...]
Colombia 30.00 $[...] Luxembourg 1.25 $[...] Sweden 1.25 $[...]
Costa Rica 15.00 $[...] Malaysia 3.00 $[...] Switzerland 1.25 $[...]
Croatia 18.00 $[...] Malta 20.00 $[...] Taiwan 8.00 $[...]
Cyprus 4.00 $[...] Mauritius 28.00 $[...] Tanzania 45.00 $[...]
Czech Republic 12.00 $[...] Mexico 2.50 $[...] Thailand 3.00 $[...]
Denmark 1.25 $[...] Morocco 28.00 $[...] Tunisia 38.00 $[...]
Egypt 18.00 $[...] Namibia 30.00 $[...] Turkey 9.00 $[...]
Estonia 6.00 $[...] Netherlands 1.25 $[...] UAE 35.00 $[...]
Euroclear (Eurobonds) 1.00 $[...] New Zealand 1.50 $[...] Uganda 40.00 $[...]
Euroclear (Non-Eurobonds) Rates are available upon request Rates are available upon request Nigeria 28.00 $[...] Ukraine 30.00 $[...]
Finland 1.50 $[...] Norway 1.25 $[...] United Kingdom 1.00 $[...]
France 1.00 $[...] Oman 42.00 $[...] Uruguay 45.00 $[...]
Germany 1.00 $[...] Pakistan 24.00 $[...] Vietnam 20.00 $[...]
Ghana 25.00 $[...] Panama 65.00 $[...] West African Economic Monetary Union (WAEMU)** 38.00 $[...]
Greece 4.00 $[...] Peru 30.00 $[...] Zambia 28.00 $[...]
      Philippines 3.50 $[...] Zimbabwe 28.00 $[...]

 

*Transaction Fee includes: Receive Versus Payment (RVP), Delivery Versus Payment (DVP), FREE REC, and FREE DEL activity related to securities settlement within U.S. Bank sub-custodian network.

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Global Custody Base Fee 

A monthly base fee of $[] per fund will apply. If no global assets are held within a given month, the monthly base charge will not apply for that month. Safekeeping and transaction fees are assessed on security and currency transactions.

 

Global Custody Tax Services:

Global Filing: $[…] per annum
U.S. Domestic Filing: $[…] per annum (Only ADRs)
3rd Party Tax Service Provider: $[…] per annum (does not include out of pocket expenses incurred in the fulfillment of requests from the 3rd party)
Any client who does not elect for U.S. Bank Global Custody/3rd Party Tax Services, but elects to pursue relief themselves, would be charged for out of pocket expenses incurred in the fulfillment of the requests

 

Miscellaneous Expenses

Charges incurred by U.S. Bank, N.A. directly or through sub-custodians for account opening fees, local taxes, stamp duties or other local duties and assessments, stock exchange fees, foreign exchange transactions, postage and insurance for shipping, facsimile reporting, extraordinary telecommunications fees, proxy services and other shareholder communications, recurring administration fees, negative interest charges, overdraft charges or other expenses which are unique to a country in which the client or its clients is investing will be passed along as incurred.
A surcharge may be added to certain miscellaneous expenses listed herein to cover handling, servicing and other administrative costs associated with the activities giving rise to such expenses. Also, certain expenses are charged at a predetermined flat rate.
SWIFT reporting and message fees.

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Non Eurobonds rate sheet - below rate is applied on ISINs held at Euroclear plus (in addition to standard 1 basis point charge.) Non Eurobond rate is calculated on any ISIN code listed below held at Euroclear at month end.

 

Market Non Eurobond ISIN code Non Eurobond Rate ISINs held at EOC*
ARGENTINA AR […]
AUSTRALIA AU […]
BELGIUM BE […]
CANADA CA […]
CHILE CL […]
CZECH REPUBLIC CZ […]
DENMARK DK […]
FINLAND FI […]
FRANCE FR […]
GERMANY DE […]
GREECE GG […]
HOLLAND NL […]
HONGKONG HK […]
HUNGARY HU […]
ISRAEL IL […]
ITALY IT […]
JAPAN JP […]
LUXEMBOURG LU […]
MEXICO MX […]
NEWZEALAND NZ […]
NORWAY NO […]
PERU PE […]
POLAND PL […]
PORTUGAL PT […]
ROMANIA RO […]
RUSSIA RU […]
SINGAPORE SG […]
SLOVAK REPUBLIC SK […]
SLOVENIA SI […]
SPAIN ES […]
SOUTH-AFRICA ZA […]
SWEDEN SE […]
SWITZERLAND CH […]
THAILAND TH […]
UNITED KINGDOM GB […]
UNITED STATES us […]

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