EXHIBIT h5 THIRD AMENDMENT TO FEE WAIVER AGREEMENT
EXHIBIT h5
THIRD AMENDMENT TO FEE WAIVER AGREEMENT
THIS THIRD AMENDMENT TO FEE WAIVER AGREEMENT (this “Amendment”) is made and entered into effective as of August 1 2014 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 (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 by a First Amended Management Agreement dated April 29, 2014 (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, as amended by the First Amendment to Fee Waiver Agreement dated April 30, 2013, and the Second Amendment to Fee Waiver Agreement dated April 30, 2014 (the “Agreement”), in order to limit Fund Operating Expenses; and
WHEREAS, the Agreement incorrectly describes the Advisor as “Ancora Advisors, Inc.”; and
WHEREAS, the Trust and the Advisor now desire to further amend the Agreement in order to limit Fund Operating Expenses for new Class S Shares of each Fund, correct the name of Advisor and extend the term of the Agreement to August 1, 2015.
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.
“Schedule A” of the Agreement is hereby deleted in its entirety and replaced with the new Schedule A attached hereto.
4.
Each reference to “Ancora Advisors, Inc.” is hereby deleted and replaced with “Ancora Advisors LLC”.
5.
Section 2 of the Agreement is hereby amended by replacing “April 30, 2015” with “August 1, 2015”.
[Signature Page Follows]
{4866779:3}
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.
By:
Name:
Xxxxxxx X. Xxxxxx
Its:
Chairman
ANCORA ADVISORS, LLC
By:
Name:
Its:
Schedule A
Fund |
| Limit on |
Ancora Income Fund Class C Class I Class S |
| 2.00% 1.258% 0.99% |
Ancora Equity Fund Class S |
| 0.99% |
Ancora/Xxxxxx Small-Mid Cap Fund Class I Class S |
| 1.39% 0.99% |
Ancora Micro Cap Fund Class I Class S |
| 1.60% 0.99% |
Ancora Special Opportunity Fund Class S |
| 0.99% |
