EXHIBIT H5 FIRST AMENDMENT TO FEE WAIVER AGREEMENT

EXHIBIT H5

FIRST AMENDMENT TO FEE WAIVER AGREEMENT

THIS FIRST AMENDMENT TO FEE WAIVER AGREEMENT (this “Amendment”) is made and entered into effective as of April 30, 2013 between Ancora Advisors, Inc. (the “Advisor”) and Ancora Trust (the “Trust”), on behalf of certain series of the Trust set forth in Schedule A attached hereto (each a “Fund,” and collectively, the “Funds”).

RECITALS

WHEREAS, the Trust is an Ohio business trust organized under a Declaration of Trust (“Declaration of Trust”), and is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end management company of the series type, and each Fund is a series of the Trust; and

WHEREAS, the Trust and the Advisor have entered into a Management Agreement dated November 1, 2006, as amended (the “Management Agreement”), pursuant to which the Advisor provides investment advisory and other management services to each series of the Trust for compensation based on the value of the average daily net assets of each series; and

WHEREAS, the Trust and the Advisor have entered into a Fee Waiver Agreement (the “Agreement”) in order to limit Fund Operating Expenses; and

WHEREAS, the Trust and the Advisor now desire to amend the Agreement in order to extend the term of the Agreement to April 30, 2014.

AGREEMENT

NOW THEREFORE, in consideration of the mutual covenants and agreements herein contained, Trust and Advisor hereby agree to amend the Agreement as follows:

·

Capitalized terms not otherwise defined in this Amendment shall have the meanings ascribed to them in the Agreement.

·

Except as specifically provided for herein, the terms of the Agreement shall continue in full force and effect.

·

Section 2 of the Agreement is hereby amended by replacing “December 31, 2013” with “April 30, 2014”.

 [Signature Page Follows]

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IN WITNESS WHEREOF, the parties have caused this Amendment to be signed by their respective officers thereunto duly, as of the day and year first above written.

	ANCORA TRUST
	By:	/s/Xxxxxxx X. Xxxxxx
	Name:	Xxxxxxx X. Xxxxxx
	Its:	Chairman
	ANCORA ADVISORS, INC.
	By:	/s/Xxxxxxxxx XxXxxxx
	Name:	Xxxxxxxxx XxXxxxx
	Its:	Chief Executive Officer

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Schedule A

Fund		Limit on Total Operating Expenses
Ancora Income Fund Class C Class I		2.00 1.285	% %
Ancora/Xxxxxx Small-Mid Cap Fund Class I		1.39	%
Ancora Micro Cap Fund Class I		1.60	%

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