HORIZON
KINETICS ETFs
NOTES
TO FINANCIAL STATEMENTS
June 30, 2025 (Unaudited)(Continued)
annual
income and quarterly asset diversification requirements and must distribute
annually at least 90% of the sum of (i) its investment company taxable income
(which includes dividends, interest and net short-term capital gains) and
(ii) certain net tax-exempt income, if any. If so qualified, each Fund will
not be subject to Federal income tax.
Distributions
to shareholders are recorded on the ex-dividend date. The Funds generally pay
out dividends from net investment income, if any, at least annually, and
distribute their net capital gains, if any, to shareholders at least annually.
The Funds may also pay a special distribution at the end of the calendar year to
comply with Federal tax requirements. The amount of dividends and distributions
from net investment income and net realized capital gains are determined in
accordance with Federal income tax regulations, which may differ from U.S. GAAP.
These “book/tax” differences are either considered temporary or permanent in
nature. To the extent these differences are permanent in nature, such amounts
are reclassified within the components of net assets based on their Federal tax
basis treatment; temporary differences do not require reclassification.
Management
evaluates the Funds’ tax positions to determine if the tax positions taken meet
the minimum recognition threshold in connection with accounting for
uncertainties in income tax positions taken or expected to be taken for the
purposes of measuring and recognizing tax liabilities in the financial
statements. Recognition of tax benefits of an uncertain tax position is required
only when the position is “more likely than not” to be sustained assuming
examination by taxing authorities. Interest and penalties related to income
taxes would be recorded as income tax expense. The Funds’ Federal income tax
returns are subject to examination by the Internal Revenue Service (the “IRS”)
for a period of three fiscal years after they are filed. State and local tax
returns may be subject to examination for an additional fiscal year depending on
the jurisdiction. As of December 31, 2024, the Funds’ most fiscal year end, the
Funds had no examination in progress and management is not aware of any tax
positions for which it is reasonably possible that the amounts of unrecognized
tax benefits will significantly change in the next twelve months.
The
Funds recognize interest and penalties, if any, related to unrecognized tax
benefits as income tax expense in the Statements of Operations. The Funds,
except for JAPN, recognized no interest or penalties related to uncertain tax
benefits in the 2024 fiscal year. At December 31, 2024, the Funds’ most fiscal
year end, the tax periods from previous three fiscal years (or commencement of
operations, if shorter) remained open to examination in the Funds’ major tax
jurisdictions.
JAPN
commenced operations after the December 31, 2024, fiscal period end; therefore,
there was no tax information as of June 30, 2025.
Indemnification
− In the normal course of business, the Funds
expects to enter into contracts that contain a variety of representations and
warranties and which provide general indemnifications. The Funds’ maximum
exposure under these anticipated 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.
3.
INVESTMENT ADVISORY AND OTHER AGREEMENTS
Investment
Advisory Agreement − The Trust has entered
into an Investment Advisory Agreement (the “Advisory Agreement”) with the
Adviser. Under the Advisory Agreement, the Adviser provides a continuous
investment program for the Funds’ assets in accordance with its investment
objectives, policies and limitations, and oversees the day-to-day operations of
the Funds subject to the supervision of the Board, including the Trustees who
are not “interested persons” of the Trust as defined in the 1940 Act (the
“Independent Trustees”).
Pursuant
to the Advisory Agreement between the Trust, on behalf of the Funds, and Horizon
Kinetics, each Fund pays a unified management fee to the Adviser, which is
calculated daily and paid monthly, at an annual rate of 0.85% of the Fund’s
average daily net assets. Horizon Kinetics has agreed to pay all expenses of the
Funds except the fee paid to Horizon Kinetics under the Advisory Agreement,
interest charges on any borrowings, dividends and other expenses on securities
sold short, taxes, brokerage commissions and other expenses incurred in placing
orders for the purchase and sale of securities and other investment instruments,
acquired fund fees and expenses, accrued deferred tax liability, extraordinary
expenses, and distribution (12b-1) fees and expenses (if any).
The
Adviser previously agreed to waive management fees and reimburse Predecessor
Medical Fund (Successor is MEDX) expenses so that Total Annual Fund Operating
Expenses after Fee Waiver and/or Expense Reimbursements do not exceed 1.39%,
excluding acquired fund fees and expenses (“AFFE”). The Adviser previously
agreed to waive