EXHIBIT h-5 FIRST AMENDMENT TO 2021 FEE WAIVER AGREEMENT

EXHIBIT h-5

FIRST AMENDMENT TO 2021 FEE WAIVER AGREEMENT

THIS FIRST AMENDMENT TO 2021 FEE WAIVER AGREEMENT (this “Amendment”) is made and entered into effective as of April 30, 2023 between Ancora Advisors LLC (the “Advisor”) and Ancora Trust (the “Trust”), on behalf of certain series of the Trust set forth in Schedule A attached hereto, and such other investment funds as the Trust may from time to time create (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 2021 Investment Advisory Agreement dated October 1, 2021 (the “Advisory 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 2021 Fee Waiver Agreement dated as of October 1, 2021 (the “Agreement”), in order to limit Fund Operating Expenses;

WHEREAS, the current Agreement expires on October 1, 2023; and

WHEREAS, the Trust and the Advisor now desire to amend the Agreement in order to extend the term of the Agreement to October 1, 2024.

AGREEMENT

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

1.

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

2.

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

3.

Section 2 of the Agreement is hereby amended to read as follows:  This Agreement shall terminate on October 1, 2024, unless extended thereafter.

[Signature Page Follows]

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:

Name:

Xxxxxxx Xxxxxx

Its:

President, Treasurer and Secretary

ANCORA ADVISORS, LLC

By:

Name:

Its:

Schedule A

Fund		Limit on Total Operating  Expenses
Ancora Income Fund Class I Class S		1.285% 1.00%
Ancora/Xxxxxx Small-Mid Cap Fund Class I Class S		1.39% 1.00%
Ancora Micro Cap Fund Class I Class S		1.60% 1.00%
Ancora Dividend Value Equity Fund Class I Class S		1.00% 0.75%