Hilton Capital Management LLC

Item 5. Fees and Compensation
Hilton Capital Management generally offers its investment management services in exchange for
management fees that are based upon the applicable client’s assets under management.

Management Fee

Hilton Capital Management may provide investment management services to separately managed accounts
for a management fee based upon a percentage of the market value of the assets being managed by Hilton
Capital Management with respect to such separately managed accounts. The annual fee rate varies
(between 0.12% and 1.25%), depending upon the market value of the assets under management and the
type of investment management services to be rendered. Hilton Capital Management’s annual fee is
exclusive of, and in addition to, brokerage commissions, transaction fees, and other related costs and
expenses which are incurred by the client. Hilton Capital Management does not, however, receive any
portion of these commissions, fees and costs. Hilton Capital Management’s management fee is charged
quarterly, in arrears, based upon the market value of the assets being managed by Hilton Capital
Management with respect to a separately managed account as of the last day of the previous quarter. If an
account is terminated, Hilton Capital Management’s management fees are prorated through the date of
termination and any remaining balance is charged or refunded to the client, as appropriate.

Certain clients pay management fees to the third-party platform providers or other sponsors affiliated with
their account in accordance with such parties’ fee schedules, a portion of which is remitted to Hilton Capital
Management.

The management fees charged by the Tactical Income Fund, SMCO, and HBDC, as well as all other relevant
expenses, are described in each of their respective offering documents.

The compensation described above represents our typical rates. However, management fee rates may be
negotiable.

The compensation payable by our clients is generally deducted from the assets of the clients’ accounts and
paid to us in accordance with the procedures described in Item 15.

Additional Expenses

Clients may incur certain charges imposed by the broker-dealers, custodians and other third parties
maintaining and providing services to their accounts, such as custodial fees and brokerage commissions.
In addition, to the extent a client’s account is invested in underlying collective investment vehicles (such as
ETFs and mutual funds), such vehicles may also impose fees and charges, which are disclosed in such
vehicles’ offering documents. For example, such vehicles may charge management fees. performance fees
and other fund expenses. Likewise, such vehicles may charge deferred sales charges, odd-lot differentials,
transfer taxes, wire transfer and electronic fund fees, and other fees and taxes on brokerage accounts and
securities transactions.

Item 6. Side-By-Side Management
Because Hilton Capital Management has multiple clients, at times it may need to allocate investment
opportunities of limited availability across its clients’ accounts. In such situations, some accounts may offer
higher management fee potential than others.

To ensure equitable treatment of all clients irrespective of such fee considerations, Hilton Capital
Management has adopted an allocation policy that sets out the criteria for determining allocations, the most
important of which are investment objective and strategy, existing portfolio composition and available

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liquidity. For a copy of Hilton Capital Management’s allocation policy, please contact the firm’s Chief
Compliance Officer at the number or address listed on the cover of this brochure.

Item 7. Types of Clients
Hilton Capital Management provides its investment management services to individuals, taxable and tax-
exempt entities, state and municipal funds, third-party investment platforms and wrap fee accounts. Any
qualified investors may invest in the Tactical Income Fund, SMCO, or HBDC, in each case, sub-advised by
the firm.

Minimum Account Size

Hilton Capital Management generally imposes a minimum separately managed account size of $250,000.
Hilton Capital Management, in its sole discretion, may accept clients with smaller portfolios. The minimum
account size for the Tactical Income Fund, SMCO, and HBDC are described in their respective offering
documents.