Structure; History and Ownership Hilton Capital Management, LLC (“Hilton Capital Management,” the “firm,” or “we”) has been doing business as an SEC-registered investment adviser since January 2002. Hilton Capital Management seeks to preserve its clients’ capital and build sustainable wealth. The firm is organized as a New York limited liability company, with its principal place of business in Garden City, New York. The principal owner of the firm is Rafferty Holdings, LLC. Rafferty Holdings, LLC is owned by Michael Rafferty and Kathleen Rafferty Hay. Hilton Capital Management has $1,185,953,696 of discretionary regulatory assets under management and $1,225,756,685 of non-discretionary regulatory assets under management, in each case, as of December 31, 2023. This brochure describes the business of Hilton Capital Management and certain of its affiliates. Certain sections will also describe the activities of “Supervised Persons”. “Supervised Persons” are any of Hilton Capital Management’s officers, partners, directors (or other persons occupying a similar status or performing similar functions), employees or any other person who provides investment advice on Hilton Capital Management’s behalf and is subject to Hilton Capital Management’s supervision or control. Investment Management Services Hilton Capital Management provides the majority of investment management services to its clients through separately managed accounts (each, a “client”). The majority of the firm’s clients are high net worth individuals. However, the firm’s investment management services generally fall within four categories. First, Hilton Capital Management provides direct investment management services to clients with whom the firm directly enters into investment advisory agreements. Second, Hilton Capital Management provides sub- advisory services to clients who are introduced to the firm by third-party platform providers. Third, Hilton Capital Management provides sub-investment advisory services to the Hilton Tactical Income Fund (“Tactical Income Fund”), which is a registered investment company pursuant to the Investment Company Act of 1940, and Hilton Small-MidCap Opportunity ETF (“SMCO”), which is a registered exchange traded fund listed on The Nasdaq Stock Market, LLC. Finally, Hilton Capital Management provides model investment portfolios to third-party platform providers and independent investment managers for use with their underlying investors. Prior to engaging Hilton Capital Management to provide any of the foregoing investment management services, the client and/or the third-party platform provider is required to enter into one or more written agreements with Hilton Capital Management setting forth the terms and conditions under which Hilton Capital Management renders its investment advisory or sub-advisory services. Clients can engage Hilton Capital Management to manage all or a portion of their assets on a discretionary basis. Hilton Capital Management primarily allocates clients’ investment management assets among master limited partnerships (“MLPs”), real estate investment trusts (“REITs”), individual debt and equity securities, collective investment vehicles (such as ETFs and mutual funds) and options in accordance with the investment objectives of the client. However, Hilton Capital Management also may provide advice about any type of investment held in clients' portfolios. In regards to those clients with whom the firm establishes a direct relationship, Hilton Capital Management tailors its advisory services to the individual needs of such clients. Hilton Capital Management consults with these clients initially and on an ongoing basis to determine risk tolerance, time horizon and other factors that may impact the

clients’ investment needs. In regards to those clients with whom the firm establishes an indirect relationship through a third-party platform provider, Hilton Capital Management offers its Hilton Tactical Income Strategy. With respect to Hilton Capital Management’s model portfolios, the relevant third- party platform or independent investment manager utilizes such model portfolios for its investment accounts but maintains complete discretion over such accounts from an investment and trading perspective. In such circumstances, Hilton Capital Management maintains an agreement with the relevant third-party platform provider or independent investment manager, but not with the underlying investors. See Sub-Advisory Services and Methods of Analysis, Investment Strategies and Risk of Loss – Investment Strategies under Item 8. Clients with whom the firm has a direct relationship are advised to promptly notify Hilton Capital Management if there are changes in their financial situation or investment objectives or if they wish to impose any reasonable restrictions upon Hilton Capital Management’s management services. Clients may impose reasonable restrictions or mandates on the management of their account (e.g., require that a portion of their assets be invested in socially responsible funds) if, in Hilton Capital Management’s sole discretion, the conditions will not materially impact the performance of a portfolio strategy or prove overly burdensome to its management efforts. Sub-Advisory Services Hilton Capital Management offers its Hilton Tactical Income Strategy (see Methods of Analysis, Investment Strategies and Risk of Loss – Investment Strategies under Item 8) to clients of platform providers with whom the firm has established an investment advisory relationship, including sub-advisory services to wrap fee platforms sponsored by independent third parties. Management of Investment Vehicles Hilton Capital Management is the sub-advisor to the Tactical Income Fund and SMCO. Rafferty Asset Management, LLC, an affiliate of Hilton Capital Management, is the investment manager of the Tactical Income Fund. Tidal Investments LLC is the investment manager to SMCO and is not affiliated with Hilton Capital Management. The investment objectives, risk factors and all other relevant terms and information with respect to the Tactical Income Fund and SMCO are described in their respective offering documents. Hilton Capital Management will devote its best efforts with respect to its management of its clients’ assets. Hilton Capital Management may give advice or take action with respect to one of its clients that differs from its advice and actions with respect to another client. Unlike the firm’s separately managed accounts, we do not tailor the investment strategies of the Tactical Income Fund or SMCO, respectively, to the needs of individual investors. To the extent that a particular investment is suitable for more than one client, and subject to the investment limitations applicable to such clients, investments will be allocated among the firm’s client accounts in accordance with Hilton Capital Management’s written policies and procedures and in a manner which Hilton Capital Management determines is fair and equitable under the circumstances to such clients taking into consideration the client-directed and contractually obligated custodians that are traded through on behalf of numerous clients. For further information about the firm’s trade aggregation policies see Item 12 under the heading Brokerage Practices – Aggregation. The investment strategies we employ on behalf of our clients, including the Tactical Income Fund and SMCO, are described in greater detail below at Item 8.