Ancora Alternatives LLC: investment adviser

We also have business arrangements with other Focus Partnership firms, who are indirect, wholly-owned subsidiaries of Focus LLC, under which certain clients of these Focus Partnership firms have the option of investing in certain private investment vehicles that we manage. Ancora Alternatives LLC is an affiliate of these firms by virtue of being under common control with them. Clients of Focus Partnership firms indirectly provide compensation to Ancora Alternatives LLC through the fund-level management fees and performance fees that they pay as investors in Ancora Alternatives LLC’s private investment vehicles. As a result, the allocation of the Focus Partnership firms’ clients’ assets to Ancora Alternatives LLC’s pooled investment vehicles, rather than to an unaffiliated investment manager, increases Ancora Alternatives LLC’s, and indirectly, Focus LLC’s, compensation and revenue. As a consequence, Focus LLC has a financial incentive to cause Focus Partnership firms to recommend that their clients invest in Ancora Alternatives LLC’s pooled investment vehicles, which creates a conflict of interest with those Focus Partnership clients who invest in Ancora Alternatives LLC’s pooled investment vehicles. More information about Focus LLC can be found at www.focusfinancialpartners.com. We believe this conflict is mitigated because of the following factors: (1) Ancora Alternatives LLC and its pooled investment vehicles have met the due diligence and performance standards applied by the Focus Partnership firms; (2) subject to redemption restrictions, the Focus Partnership firms are willing and able to reallocate their clients’ assets to other, unaffiliated investment vehicles, in part or in whole, if Ancora Alternatives LLC’s services become unsatisfactory in the judgment of, and at the sole discretion of, each of the Focus Partnership firms; and (3) we have fully and fairly disclosed the material facts regarding this relationship in this Brochure. UPTIQ Credit and Cash Management Solutions We offer clients the option of obtaining certain financial solutions from unaffiliated third-party financial institutions through UPTIQ Treasury & Credit Solutions, LLC (together with UPTIQ, Inc. and its affiliates, “UPTIQ”). These third-party financial institutions are banks and non-banks that offer credit and cash management solutions to our clients, as well as certain other unaffiliated third parties that provide administrative and settlement services to facilitate UPTIQ’s cash management solutions. UPTIQ acts as an intermediary to facilitate our clients’ access to these credit and cash management solutions. We are a wholly owned subsidiary of Focus Financial Partners, LLC (“Focus”). Focus is a minority investor in UPTIQ, Inc. UPTIQ is compensated by sharing in the revenue earned by such third-party financial institutions for serving our clients. The revenue paid to UPTIQ also benefits UPTIQ Inc.’s investors, including Focus. When legally permissible, UPTIQ also shares a portion of this earned revenue with our affiliate, Focus Solutions Holdings, LLC (“FSH”). For securities-backed lines of credit (“SBLOCs”) made to our clients, UPTIQ will share with FSH up to 75% of all revenue it receives from such third-party financial institutions. For other loans (except residential mortgage loans) made to our clients, UPTIQ will share with FSH up to 25% of all revenue it receives from such third-party financial institutions. For cash management products and services provided to our clients, UPTIQ will share with FSH up to 33% of all revenue it receives from the third-party financial institutions and other intermediaries that provide administrative and settlement services in connection with this program. Although the amount of these revenue-sharing payments to FSH is not charged directly in the calculation of the interest rate paid by clients on credit solutions facilitated by UPTIQ or the yield earned by clients on cash management solutions facilitated by UPTIQ, the compensation earned by UPTIQ is an expense of the third-party financial institutions that informs the interest rate paid by clients on credit solutions and the yield earned by clients on cash management solutions. FSH distributes this revenue to us when we are licensed to receive such revenue (or when no such license is required) and

the distribution is not otherwise legally prohibited. This revenue is also revenue for FSH’s and our common parent company, Focus. Additionally, the volume generated by our clients’ transactions allows Focus to negotiate better terms with UPTIQ, which benefits Focus and us. Accordingly, we have a conflict of interest when recommending UPTIQ’s services to clients because of the compensation to us and to our affiliates, FSH and Focus, and the transaction volume to UPTIQ. We mitigate this conflict by: (1) fully and fairly disclosing the material facts concerning the above arrangements to our clients, including in this Brochure; and (2) offering UPTIQ’s solutions to clients on a strictly nondiscretionary and fully disclosed basis, and not as part of any discretionary investment services. Additionally, we note that clients who use UPTIQ’s services will receive product-specific disclosure from the third-party financial institutions and other unaffiliated third-party intermediaries that provide services to our clients. We have an additional conflict of interest when we recommend credit solutions to our clients because our interest in continuing to receive investment advisory fees from client accounts gives us a financial incentive to recommend that clients borrow money rather than liquidate some or all of the assets we manage. Credit Solutions Clients retain the right to pledge assets in accounts generally, subject to any restrictions imposed by clients’ custodians. While credit solution programs that we offer facilitate secured loans through third-party financial institutions, clients are free instead to work directly with institutions outside such programs. Because of the limited number of participating third-party financial institutions, clients may be limited in their ability to obtain as favorable loan terms as if the client were to work directly with other banks to negotiate loan terms or obtain other financial arrangements. Clients should also understand that pledging assets in an account to secure a loan involves additional risk and restrictions. A third-party financial institution has the authority to liquidate all or part of the pledged securities at any time, without prior notice to clients and without their consent, to maintain required collateral levels. The third-party financial institution also has the right to call client loans and require repayment within a short period of time; if the client cannot repay the loan within the specified time period, the third-party financial institution will have the right to force the sale of pledged assets to repay those loans. Selling assets to maintain collateral levels or calling loans may result in asset sales and realized losses in a declining market, leading to the permanent loss of capital. These sales also may have adverse tax consequences. Interest payments and any other loan-related fees are borne by clients and are in addition to the advisory fees that clients pay us for managing assets, including assets that are pledged as collateral. The returns on pledged assets may be less than the account fees and interest paid by the account. Clients should consider carefully and skeptically any recommendation to pursue a more aggressive investment strategy in order to support the cost of borrowing, particularly the risks and costs of any such strategy. More generally, before borrowing funds, a client should carefully review the loan agreement, loan application, and other forms and determine that the loan is consistent with the client’s long-term financial goals and presents risks consistent with the client’s financial circumstances and risk tolerance. We use UPTIQ to facilitate credit solutions for our clients. Cash Management Solutions For cash management programs, certain third-party intermediaries provide administrative and settlement services to our clients. Engaging the third-party financial institutions and other intermediaries to provide cash management solutions does not alter the manner in which we treat cash for billing purposes. Clients

should understand that in rare circumstances, depending on interest rates and other economic and market factors, the yields on cash management solutions could be lower than the aggregate fees and expenses charged by the third-party financial institutions, the intermediaries referenced above, and us. Consequently, in these rare circumstances, a client could experience a negative overall investment return with respect to those cash investments. Nonetheless, it might still be reasonable for a client to participate in a cash management program if the client prefers to hold cash at the third-party financial institutions rather than at other financial institutions (e.g., to take advantage of FDIC insurance). We use UPTIQ to facilitate cash management solutions for our clients. Focus Risk Solutions We help clients obtain certain insurance solutions by introducing clients to our affiliate, Focus Risk Solutions, LLC (“FRS”), a wholly owned subsidiary of our parent company, Focus Financial Partners, LLC (“Focus”). FRS assists our clients with regulated insurance sales activity by advising our clients on insurance matters and placing insurance products for them and/or referring our clients to certain third-party insurance brokers (the “Brokers”) with whom FRS has agreements, which either separately or together with FRS place insurance products for them. If FRS places an insurance product or refers one of our clients to a Broker and there is a subsequent purchase of insurance through the Broker, then FRS will receive a portion of the upfront and/or ongoing commissions associated with the sale by the insurance carrier with which the policy was placed. The amount of revenue earned by FRS for the sale of these insurance products will vary over time in response to market conditions. and will also differ based on the type of insurance product sold and which Broker placed the policy. The amount of insurance commission revenue earned by FRS is considered for purposes of determining the amount of additional compensation that certain of our financial professionals are entitled to receive. This revenue is also revenue for our and FRS’s common parent company, Focus. Additionally, in exchange for allowing certain of the Brokers to participate in the FRS platform and, thereby, to offer their services to our clients and certain of our affiliates’ clients, FRS receives periodic fees (the “Platform Fees”) from such Brokers. The Platform Fees are expected to change over time. Such Platform Fees are revenue for FRS and, ultimately, for our common parent company, Focus, but we do not share in such revenue. FRS also indirectly benefits from our clients’ use of the services insofar as such use incentivizes the Brokers to maintain their relationship with FRS and to continue paying Platform Fees to FRS, which could also support increases in the overall amount of the Platform Fee rates in the future. Accordingly, we have a conflict of interest when recommending FRS’s services to clients because of the compensation to certain of our financial professionals and to our affiliates, FRS, and Focus. We address this conflict by: (1) fully and fairly disclosing the material facts concerning the above arrangements to our clients, including in this Brochure; and (2) offering FRS solutions to clients on a strictly nondiscretionary and fully disclosed basis, and not as part of any discretionary investment services. Additionally, we note that clients who use FRS’s services will receive product-specific disclosure from the Brokers and insurance carriers and other unaffiliated third-party intermediaries that provide services to our clients. The insurance premium is ultimately dictated by the insurance carrier, although in some circumstances the Brokers or FRS may have the ability to influence an insurance carrier to lower the premium of the policy. The final rate may be higher or lower than the prevailing market rate, and may be higher than if the policy was purchased directly through the Broker without the assistance of FRS. We can offer no assurances that the rates offered to you by the insurance carrier are the lowest possible rates available in the marketplace.

Code of Ethics, Participation or Interest in Client Transactions and Personal Trading Code of Ethics Ancora has adopted a formal Code of Ethics. This Code of Ethics includes requirements to make sure that we meet our fiduciary responsibilities which include the following subjects:

The adviser’s fiduciary duty to its clients; Compliance with all applicable Federal Securities Laws; Reporting and review of personal securities transactions and holdings; Reporting of violations of the code; and The provision of the code to all supervised persons.

Ancora will provide a copy of our Code of Ethics to clients and prospective clients upon request. To obtain a copy contact Jason Geers at (216) 825-4000 or by e-mail at JGeers@ancora.net. All Ancora employees are required to affirm our Code of Ethics at least annually.

Recommend Securities with Material Financial Interest Frederick DiSanto was elected to the Board of Directors of The Eastern Company symbol “EML”, AmpcoPittsburgh Corp “AP” and Regional Brands Inc. symbol “RGBD“. A conflict of interest may exist because; 1) Mr. DiSanto in his capacity as a Chief Executive Officer for Ancora has a fiduciary obligation to advisory clients and 2) as a Director for this company, Mr. DiSanto has an obligation to take action in the best interest of the company and their shareholders. In addition, there may be instances where Mr. DiSanto in his position as a Director could become knowledgeable of material non-public information. If this situation occurs, Ancora would be unable to purchase or sell securities related to these Corporations until that information would become public information (information that is available to the general public). These self-imposed black-out periods could cause Ancora to miss market opportunities in these Companies, perceived to be available to investors of the general public. Ancora has policies and procedures which address the handing of material non-public information (MNPI) and the various ways it may be encountered. The chief components of each policy that addresses MNPI are that the CCO will be notified immediately following or, where applicable, prior to any exposure to MNPI, and that no employee will act on MNPI in contravention of regulatory rules or guidance or the firms’ policies and procedures. Ancora will limit access to confidential and MNPI data to the groups that need to possess the data to perform their duties and restrict access by all other groups or affiliates. Ancora employees receive training on the handling of MNPI at least annually and are monitored for compliance with the company’s policies.

Invest in Same Securities Recommended to Clients On occasion, Ancora employees may decide to transact in securities that are also transacted in client accounts or may transacted in securities in which a related person may have some financial interest. This practice could create a conflict of interest if the transactions are structured to impact the market after the employee has transacted in the security. Our Code of Ethics and Personal Securities Trading Policy stipulates that our employees, with limited exceptions, may not transact in securities one day prior to or after the firm transacting in such securities for its clients. Additionally, personal securities transactions for common stocks, ETFs, preferred stocks, ADRs, closed-end funds, options, IPOs, private placements, and mutual funds for which an affiliate serves as the investment adviser or sub-adviser must be preapproved. Employee transactions are reviewed daily for compliance with firm policy. The CCO can approve or deny any employee trade, at their discretion.

Personal Trading Policies Ancora has a formal Personal Securities Trading Policy. As part of this policy Ancora requires that our employees and affiliated persons submit all personal trading requests through our compliance software for approval prior to placing their personal transactions. Further, employees must also submit a Personal Securities Transaction Report quarterly and an Annual Holdings Report to the compliance department to affirm that no reportable trades were done outside of the firm’s supervision. Other blackout period restrictions on securities due to client trades and MNPI may be in place and are monitored by compliance. The CCO will review any exception requests and make a determination if one will be granted on a case by case basis and will hold ultimate authority on all exception requests.

Cross Trading Policies A cross trade is a pre-arranged transaction between two or more accounts, each of which managed by the same adviser. In some situations, the adviser may need to buy and sell the same security at substantially similar times and the adviser may determine that crossing the transaction is beneficial to both clients as opposed to exposing each individual trade to the current market. Ancora must always act in the best interests of both the buyer and seller in any such transaction. Mutual funds advised and sub-advised by Ancora do not participate in cross trades. Each portfolio manager must notify Compliance prior to arranging a cross trade. Compliance will ensure that the cross trade and the manner of execution are appropriate under applicable law. No cross trades will be permitted without Compliance approval. Ancora may use an unaffiliated broker-dealer or custodian to cross investments and/or cash between Client accounts when such a transaction is advantageous for each participant. However, no accounts subject to ERISA may participate in such transactions without receiving CCO approval and following compliance with an applicable regulatory exemption. Ancora may also use an affiliated broker-dealer to cross investments and/or cash between Client accounts when such a transaction is advantageous for each participant. No accounts subject to ERISA may be included in any cross trade, without receiving CCO approval and following compliance with an applicable regulatory exemption.

In addition to the procedures described above, Ancora will follow additional procedures required by Rule 206(3)-2 under the Advisers Act when using an affiliated broker-dealer to cross assets and/or cash between Client Accounts. Agency cross trade procedures include:

Ancora will provide any Client that may participate in agency cross trades with full written disclosure that Ancora or an affiliate will act as broker for, receive commissions from, and have a potentially conflicting division of loyalties and responsibilities regarding, both parties to such transactions; Any Clients that may participate in agency cross trades, after receiving full written disclosure, with execute written consent prospectively authorizing such transactions; Ancora or its affiliate will send a written confirmation to any Client participating in an agency cross transaction that includes: I. II. III. IV.

A statement of the nature of the transaction; The date the transaction took place; An offer to furnish, upon request, the time when the transaction took place, and; An offer to furnish, upon request, the source and amount of any other remuneration received or to be received by Ancora and its affiliates in connection with the transaction Ancora or its affiliate(s) send to each Client, at least annually and as part of any written account statement or summary, a written disclosure statement identifying the total number of agency cross transactions since the date of the last such statement, as well as the total amount of all commissions or other remuneration received or to be received by Ancora and its affiliates in connection with such transactions. Each written disclosure statement and confirmation sent in connection with agency cross trades must include a conspicuous statement that the Client’s consent to such transactions may be revoked at any time by written notice to Ancora or its affiliates.

Brokerage Practices Selecting Brokerage Firms You are free to select any custodian / broker dealer for custody of your account. Ancora has established relationships with Charles Schwab and Fidelity, among others. Should you choose to place your assets at one of these brokerage firms, we will continue to be your primary source of contact for all account related needs. If you choose a brokerage firm that we do not have a relationship with, Ancora will have limited capacity to service the account. Many services will have to be performed at the custodian directly. Please refer back to the “Additional Compensation” section of this document for any potential conflicts when selecting your brokerage firm.

Trading Trading instructions are given by a Portfolio Manager to a Trader verbally, in writing via email or hardcopy trade ticket, and/or through the Company’s order management system. Verbally placed and emailed orders will be reduced to a formal trade ticket by a Trader and will be confirmed with the Portfolio Manager prior to executing the trade. The Brokerage Committee is responsible for reviewing and approving broker-dealers

to be utilized as execution counterparties. The Committee’s level of review of counterparties will be based, in part, on the amount of counterparty risk the Company expects to incur with the broker-dealer. The Trader decides upon the appropriate means of executing the trade. When determining which trading venue(s) to use, the Trader may consider, among other things:

Listed bids and asks; The opportunity for price improvement; Transaction costs; Anonymity; Liquidity; Speed of execution; Quality of research; Expertise with difficult securities; and Trading style and strategy.

The Company will ensure that the execution and services of broker-dealers are fair and reasonable. The Trader must ensure that Ancora creates and maintains a trade ticket, either electronically or in hard copy, for each trade. Pursuant to Rule 204-2(a)(3) under the Advisers Act, the trade ticket must show:

The terms and conditions of the order, instruction, modification, or cancellation; The person at Ancora who recommended the trade; The person at Ancora who placed the trade; The Client account(s) for which the trade was entered; If applicable, how the trade will be allocated among Clients; The date the trade was entered; The broker-dealer or bank with which the trade was placed; and Whether the order was placed pursuant to Ancora’s discretionary authority.

All trade tickets will be time stamped for the time of entry by a Trader, and orders placed for the Mutual Funds will also record the time such transaction was executed. All paper trade tickets will be retained by the Company. Trades are communicated to broker-dealers by telephone, approved instance messaging systems, and the order management system. Ancora uses Omgeo’s Affirm/Confirm solution to ensure that executing broker-dealer trade details match the Company’s records and are promptly affirmed. Following affirmation, Ancora maintains contact with both the custodian and executing broker-dealer to ensure settlement takes place as expected. A fixed income Portfolio Manager will ensure that all trades are confirmed in writing by the executing broker-dealer upon completion of the trade. Confirmations are delivered by mail or electronic means. Each confirmation must include:

The security traded; Whether the trade was a buy or a sell; The price; The quantity traded; The trade date; The settlement date; and All commissions, taxes, and other settlement charges.

Special requirements may arise for certain types of transactions such as swaps or options. Ancora typically receives a daily feed from custodians into the Advent APX portfolio accounting system where the Company can reconcile securities positions against the files provided by the custodians. Portfolio Managers periodically review custodial records to identify any deviations from intended Client holdings. The CCO will

receive a daily electronic report with the previous day’s trading activity and review the report for any trading abnormalities.

Research and Other Services Ancora may direct brokerage for research in a “soft dollar” manner for any account in which brokerage was not directed by the client. However, most research is done internally and most non-directed trades are placed on the basis of execution quality and liquidity. Ancora will only use soft dollars to obtain products and services that fall within the safe harbor provided by Section 28(e) of the Exchange Act. Any new arrangements with broker-dealers regarding soft dollars must be approved in advance by the CCO. The terms of any such arrangement must be documented in a written agreement that is executed by Ancora and the broker-dealer. Employees must then obtain approval from the CIO before using soft dollars to obtain any new product or service. The CIO will consider:

Whether the product or service is eligible under the Section 28(e) safe harbor; Whether the product or service should be paid for in whole or in part with hard dollars; and Whether the use of soft dollars to obtain the product or service requires additional disclosures to Clients or Investors.

Ancora will allocate the cost of any mixed use products or services between hard dollars and soft dollars in good faith. For each mixed use product or service, the CCO will:

Determine an appropriate allocation methodology, Determine an appropriate allocation; Maintain documentation necessary to demonstrate that Ancora made the mixed use allocation in good faith; and Ensure that Ancora discloses that it pays for part of the product or service with soft dollars and that Ancora faces a conflict of interest when allocating costs between hard dollars and soft dollars.

Ancora does not currently receive any other material benefits for directing brokerage.

Brokerage for Client Referrals Ancora may engage in the practice of directing brokerage trades to outside broker dealers for capital introduction to our private funds. Ancora generally does not engage in the practice of directing brokerage trades to outside broker dealers for separately managed account clients.

Best Execution As part of its fiduciary duty to Clients, Ancora has an obligation to seek the best price and execution of Client transactions when Ancora is in a position to direct brokerage transactions. While not defined by statute or regulation, “best execution” generally means the execution of Client trades at the best net price considering all relevant circumstances. Ancora will seek best execution with respect to all types of Client transactions, including equities, fixed income, options, futures, foreign currency exchange, and any other types of transactions that may be made on behalf of Clients. Ancora will conduct the following types of reviews to evaluate the qualitative and quantitative factors that influence execution quality:

Initial and periodic reviews of individual broker-dealers;

Contemporaneous reviews by Ancora’s Traders; Quarterly meetings of the Brokerage Committee; and Third-party analyses.

Directed Brokerage Ancora may trade based on the client’s direction. In those instances, clients request that trades are placed directly with the client’s custodian. In some cases, the client may direct us to trade the security with a certain brokerage firm and settle it with the client’s custodian as part of a COD transaction. Ancora aims to place all non-directed trades for the same side in the same security with the same broker to aggregate orders and give all clients their pro-rata allocation of the trade at the same price. Ancora aims for a similar process for directed brokerage. All orders for the same side in the same security with the same directed broker will be aggregated and allocated pro-rata at the same price whenever possible. Ancora will place non-directed trades before directed trades. Directed trades are grouped together and traded on a rotational basis based on custodian. When placing Client transactions through multiple broker-dealers, a rotation schedule is used to be fair to all Clients over time. It is important to note that if you do not give Ancora discretion to direct trades, you may limit our ability to negotiate favorable commissions and seek best execution for trades in your account. You may also be excluded from block trades and average price transactions.

Order Aggregation and Allocation As part of Ancora’s fiduciary duty to its clients, Ancora has an obligation to seek best price and execution for all trades, to trade assets in a manner that is fair to all clients, and to exercise diligence and care throughout the trading process. Ancora will aggregate trades whenever it has the ability to do so. Typically, directed brokerage and nondirected brokerage orders cannot be combined. The Portfolio Manager will prepare a written preallocation that identifies each participating account and each such account’s expected participation, measured in shares, principal value, as a percentage of the block, or as a percentage of the account’s value. In determining the written preallocation, the Portfolio Manager will consider each participating account’s size, diversification, cash availability, investment objectives, and any other relevant factors. The Portfolio Manager will generally deliver the written preallocation to the Trader before the Trader starts executing the block. If the trade is fully filled by the end of the day, the Trader will give the executing broker-dealer allocation instructions that match the written preallocation. If the trade is partially filled at the end of the day, the Trader will instruct the broker-dealer to allocate the trade pro-rata based on the written preallocation. De minimis deviations from the preallocation are permitted in the interest of placing round lots in Client accounts or to meet certain minimum ticket charges. If a Trader receives a new trade order for an investment where a block trade is already pending, the Trader will form a new block that includes the new participants’ order, as well as the original participants’ order. If a Portfolio Manager is unable to complete a written preallocation because an investment opportunity is available for a limited time, then the Portfolio Manager will set the order size based on an estimate of the appropriate level of participation for all Clients. The Portfolio Manager will provide a written allocation for the trade to the Trader no later than the close of business on the trade date.

The Trader will place non-directed trades before directed trades. Directed trades are grouped together and traded on a rotational basis based on custodian. When placing Client transactions through multiple brokerdealers, the Traders will use a rotation schedule designed to be fair to all Clients over time. The Head Trader is responsible for developing, and maintaining a record of, the rotation schedule. The CCO periodically reviews pro rata allocations and rotational patterns for the directed account group. Where applicable, Ancora may seek to step-out transactions amongst broker-dealers to include directed traded with non-directed trades in an aggregated order. In all cases, the Trader will instruct executing broker-dealers to allocate trades to specific Client accounts before the close of business on the trade date, notwithstanding extenuating circumstances.

Review of Accounts Periodic Reviews Portfolio Managers review each portfolio at least annually. The frequency and level of review is determined by the complexity of your portfolio, changes in economic or market conditions, tax law and your individual situation. Portfolios are reviewed informally more frequently. It is recommended that Investment Advisors meet with clients at least twice a year to review and go over their account(s) with them in person. If it is discovered that a change in the client’s situation has materially affected the way we are currently managing their portfolio(s), we will update our records and management process to correspond to the changes. We will base our management process on the original management agreement unless we are notified in writing of changes.

Review Triggers Portfolio managers informally review portfolios at least monthly. When any security held by clients should be sold, accounts are reviewed immediately; either just prior to or after the security is sold. When any security is bought for clients, accounts are reviewed immediately; either prior to or just after the security is purchased.

Regular Reports The broker dealer handling your account or custodian typically sends you monthly, but at least quarterly account statements. These Account statements show money balances, securities held in the account, investment values and transactions made. Ancora also sends out quarterly reports that include the same information noted above and other information such as performance of your investments. We encourage you to review and compare the brokerage account statements with your Ancora quarterly reports. If you see a discrepancy, please contact your investment representative, and bring it to their attention.

Client Referrals and Other Compensation Economic Benefits Ancora may receive an economic benefit or compensation for referring business in addition to what is described in the “Additional Compensation” section of this document. The economic benefit may include fees on the performance of investments which we have recommended but are not managing or the introduction of a third-party manager who offers a product that we do not offer but may benefit our clients. In the event that Ancora’s actions constitute a solicitation we will follow the third-party solicitors’ processes that are described below for those who solicit for Ancora.

Third Party Solicitors We may pay individuals or other organizations (solicitors or promoters) for client referrals and to introduce potential clients to Ancora. Ancora has arrangements in place with certain third parties, called promoters, under which such promoters refer clients to us in exchange for a percentage of the advisory fees we collect from such referred clients. Such compensation creates an incentive for the promoters to refer clients to us, which is a conflict of interest for the promoters. Rule 206(4)-1 under the Advisers Act addresses this conflict of interest by, among other things, requiring disclosure of whether the promoter is a client or a non-client and a description of the material conflicts of interest and material terms of the compensation arrangement with the promoter. Accordingly, we require promoters to disclose to referred clients, in writing: whether the promoter is a client or a non-client; that the promoter will be compensated for the referral; the material conflicts of interest arising from the relationship and/or compensation arrangement; and the material terms of the compensation arrangement, including a description of the compensation to be provided for the referral. Clients obtained through this referral process do not pay higher fees than clients not obtained through referrals. This means that no additional fees or charges will be charged to the client because of the solicitor relationship. Ancora Alternatives, LLC’s parent company is Focus Financial Partners, LLC (“Focus”). From time to time, Focus holds partnership meetings and other industry and best-practices conferences, which typically include Ancora Alternatives, LLC, other Focus firms and external attendees. These meetings are first and foremost intended to provide training or education to personnel of Focus firms, including Ancora Alternatives, LLC. However, the meetings do provide sponsorship opportunities for asset managers, asset custodians, vendors and other third-party service providers. Sponsorship fees allow these companies to advertise their products and services to Focus firms, including Ancora Alternatives, LLC. Although the participation of Focus firm personnel in these meetings is not preconditioned on the achievement of a sales target for any conference sponsor, this practice could nonetheless be deemed a conflict as the marketing and education activities conducted, and the access granted, at such meetings and conferences could cause Ancora Alternatives, LLC to focus on those conference sponsors in the course of its duties. Focus attempts to mitigate any such conflict by allocating the sponsorship fees only to defraying the cost of the meeting or future meetings and not as revenue for itself or any affiliate, including Ancora Alternatives, LLC. Conference sponsorship fees are not dependent on assets placed with any specific provider or revenue generated by such asset placement. A list of entities that have provided conference sponsorship to Focus can be

accessed on Focus’ website through the following link: https://focusfinancialpartners.com/conferencesponsors/

Custody Asset Custody Under SEC Rule 206(4)-2, Ancora may be viewed for regulatory purposes as having custody of certain client assets due to Ancora’s ability to deduct fees directly from certain client accounts, and/or Ancora’s role as both investment advisor and general partner to certain investment vehicles.

Account Statements The broker dealer handling your account or custodian typically sends you monthly, but at least quarterly account statements. These account statements show money balances, securities held in the account, investment values and transactions made. Ancora also sends out quarterly reports that include the same information noted above and other information such as performance of your investments. We encourage you to review and compare the brokerage account statements with your Ancora quarterly reports. If you see a discrepancy, please contact your investment representative and bring it to their attention.

Investment Discretion Discretionary Authority for Trading Most clients give Ancora discretion over the selection, amount and timing of securities to be bought and sold. This means that the portfolio manager or advisor representative may purchase or sell securities consistent with your investment objectives without contacting you prior to entering the transaction. We also provide consulting services on a non-discretionary basis. Typically, these clients are institutions that have an internal management team, but may require help developing strategies and specialized reporting that we can provide to supplement their efforts.

Limited Power of Attorney Investment management agreements often include limited power of attorney to permit Ancora to make securities trades and other transactions on our clients’ behalf. However, the authority granted in those agreements does not provide Ancora with the ability to transfer funds out of the client’s account to a third party without the client’s prior permission. Investment authority may be subject to specific investment objectives and guidelines and/or conditions imposed by you. For example, you may specify that the investment in any particular stock or industry should not exceed specified percentages of the value of your portfolio or you may have restriction or prohibitions of transactions in the securities of a specific company

industry such as no tobacco stocks. Please detail any such specifications or exception in writing prior to engaging our services.

Voting Client Securities Proxy Voting As a general rule, most clients will enter into an agreement with or take actions to direct proxies to Ancora to be voted. We have adopted a proxy voting policy which is reasonably designed to ensure that proxies are voted in the best interests of our clients, consistent with stated investment objectives, in accordance with our fiduciary duties and in accordance with SEC Rule 206(4)-6 of the Investment Advisors Act of 1940. Clients are also free to vote their own proxies as they see fit. Proxies are an asset of our client’s accounts and Ancora takes voting very seriously. Ancora will vote each proxy in accordance with its fiduciary duty to its Clients. Ancora will generally seek to vote proxies in a way that maximizes the value of Clients’ assets. However, Ancora will document and abide by any specific proxy voting instructions conveyed by a Client with respect to that Client’s securities. The proxy voting policy is premised on the following principles:

maximization of each investment's return is the primary component of the client's best interests; good corporate governance will help maximize investment returns; increasing shareholder involvement in corporate governance will help maximize investment returns; antitakeover defenses inhibit maximization of investment returns; and self-dealing by or conflicts of interest of company insiders are not in the client's best interests. unless the client provides specific written instructions to Ancora, the advisor will vote proxies according to its policy under the authority granted by the client.

A copy of the firm's proxy voting procedures is available upon request. Clients may obtain information on how their proxies were voted and/or proxy voting procedures by writing the firm or contacting Jason Geers at (216) 825-4000 or by e-mail at JGeers@ancora.net to request this information.

Financial Information Prepayment of Fees Fees for your investment advisor services are generally charged quarterly in advance based upon the value of assets managed, with valuations done by the client's custodian or other pricing services at the end of each calendar quarter. We do not require more than one quarter of pre-paid fees.

Financial Condition Ancora has no financial commitment that impairs its ability to meet contractual and fiduciary commitments to clients.

Bankruptcy Ancora has not been subject to a bankruptcy proceeding.

Requirements for State-Registered Advisers This item does not apply to Ancora.