Ancora Advisors LLC

Ancora Advisors, LLC 6060 Parkland Boulevard, Suite 200 Cleveland, OH 44124 Phone: (216) 825-4000 Fax: (216) 825-4001 Website: www.Ancora.net This brochure provides information about the qualification and business practices of Ancora Advisors, LLC. If you have any questions about the contents of this brochure, please contact us at 216-825-4000, or by email at JGeers@ancora.net. The information in this brochure has not been approved or verified by the United States Securities and Exchange Commission, or by any state securities authority. Additional information about Ancora Advisors, LLC is available on the SEC’s website at www.adviserinfo.sec.gov. Ancora Advisors LLC is a registered investment advisor. Registration of an investment advisor does not imply a certain level of skill or training. December 31, 2025  Material Changes Material Changes Since the Last Update Since the last update to this brochure, no material changes have been made: This Brochure, dated December 31, 2025 replaces our Form ADV Part 2A dated December 31, 2024. Full Brochure Availability The Firm Brochure for Ancora Advisors, LLC is available by contacting Jason Geers at (216) 825-4000 or by e-mail at JGeers@ancora.net or by visiting our web site at www.ancora.net 2  Table of Contents Material Changes ....................................................................................................................................... 2 Material Changes Since the Last Update ........................................................................................... 2 Full Brochure Availability ....................................................................................................................... 2 Advisory Business ...................................................................................................................................... 6 Firm Description ..................................................................................................................................... 6 Principal Owners .................................................................................................................................... 6 Types of Advisory Services .................................................................................................................. 6 Tailored Relationships ........................................................................................................................... 7 Other Services ........................................................................................................................................ 7 Client Assets ........................................................................................................................................... 7 Fees and Compensation ........................................................................................................................... 7 Portfolio Management ........................................................................................................................... 8 Other Services ........................................................................................................................................ 9 Fee Billing and Fees Paid in Advance .............................................................................................. 10 Other Fees and Charges ..................................................................................................................... 10 Terminating Advisory Services ........................................................................................................... 10 Additional Compensation .................................................................................................................... 11 Performance-Based Fees & Side-by-Side Management ................................................................... 11 Sharing of Capital Gains or Capital Appreciation ............................................................................ 11 Types of Clients ........................................................................................................................................ 11 Description ............................................................................................................................................ 11 Account Minimums ............................................................................................................................... 12 Methods of Analysis, Investment Strategies and Risk of Loss ......................................................... 12 Methods of Analysis ............................................................................................................................. 12 Investment Strategies .......................................................................................................................... 13 Risk of Loss ........................................................................................................................................... 15 Cybersecurity ........................................................................................................................................ 16 Disciplinary Information ........................................................................................................................... 16 Legal and Disciplinary ......................................................................................................................... 16 3  Other Financial Industry Activities and Affiliations .............................................................................. 16 Broker-dealer or Registered Representative ................................................................................... 16 Material Relationships or Arrangements within Financial Industry ............................................... 17 Recommend or Select Other Investment Advisers ......................................................................... 17 Other Services ...................................................................................................................................... 17 Code of Ethics, Participation or Interest in Client Transactions and Personal Trading ................ 20 Code of Ethics....................................................................................................................................... 20 Recommend Securities with Material Financial Interest ................................................................ 20 Invest in Same Securities Recommended to Clients ...................................................................... 20 Personal Trading Policies ................................................................................................................... 21 Cross Trading Policies ......................................................................................................................... 21 Brokerage Practices ................................................................................................................................ 22 Selecting Brokerage Firms ................................................................................................................. 22 Trading ................................................................................................................................................... 22 Research and Other Services ............................................................................................................ 24 Brokerage for Client Referrals ............................................................................................................ 24 Best Execution ...................................................................................................................................... 24 Directed Brokerage .............................................................................................................................. 25 Order Aggregation and Allocation...................................................................................................... 25 Review of Accounts ................................................................................................................................. 26 Periodic Reviews .................................................................................................................................. 26 Review Triggers .................................................................................................................................... 26 Regular Reports ................................................................................................................................... 26 Client Referrals and Other Compensation ........................................................................................... 27 Economic Benefits ............................................................................................................................... 27 Third Party Solicitors ............................................................................................................................ 27 Custody ...................................................................................................................................................... 28 Asset Custody ....................................................................................................................................... 28 Account Statements ............................................................................................................................. 28 Investment Discretion .............................................................................................................................. 28 Discretionary Authority for Trading .................................................................................................... 28 4  Limited Power of Attorney ................................................................................................................... 28 Voting Client Securities ........................................................................................................................... 29 Proxy Voting .......................................................................................................................................... 29 Financial Information ............................................................................................................................... 29 Prepayment of Fees ............................................................................................................................. 29 Financial Condition............................................................................................................................... 29 Bankruptcy ............................................................................................................................................ 30 Requirements for State-Registered Advisers ...................................................................................... 30 5  Advisory Business Firm Description Ancora Advisors, LLC is an investment advisor registered with the SEC whose parent company is Ancora Holdings Group LLC (“Ancora”). We specialize in customized portfolio management for individual investors, high net worth investors, investment companies (mutual funds), and institutions such as pension/profit sharing plans, corporations, charitable & “Not-for Profit” organizations, unions, and other investment advisers. Principal Owners FOCUS FINANCIAL PARTNERS Ancora Advisors, LLC is part of the Focus Financial Partners, LLC (“Focus LLC”) partnership. Specifically, Ancora Advisors, LLC is a wholly-owned indirect subsidiary of Focus LLC. Focus Financial Partners Inc. is the sole managing member of Focus LLC. Ultimate governance of Focus LLC is conducted through the board of directors at Ferdinand FFP Ultimate Holdings, LP. Focus LLC is majority-owned, indirectly and collectively, by investment vehicles affiliated with Clayton, Dubilier & Rice, LLC (“CD&R”). Investment vehicles affiliated with Stone Point Capital LLC (“Stone Point”) are indirect owners of Focus LLC. Because Ancora Advisors, LLC is an indirect, wholly-owned subsidiary of Focus LLC, CD&R and Stone Point investment vehicles are indirect owners of Ancora Advisors, LLC. Focus LLC also owns other registered investment advisers, broker-dealers, pension consultants, insurance firms, business managers and other firms (the “Focus Partners”), most of which provide wealth management, benefit consulting and investment consulting services to individuals, families, employers, and institutions. Some Focus Partners also manage or advise limited partnerships, private funds, or investment companies as disclosed on their respective Form ADVs. Ancora Advisors, LLC is managed by (“Ancora Principals”), pursuant to a management agreement between Terza Partners, LLC and Ancora. The Ancora Principals serve as officers and leaders of Ancora Advisors, LLC and, in that capacity, are responsible for the management, supervision and oversight of Ancora Advisors, LLC. Types of Advisory Services At Ancora our objective is to develop customized portfolios that meet the goals and objectives of our clients. We provide customized portfolio recommendations based on your investment parameters, time horizon, risk tolerance, and return objectives, as well as offering proprietary mutual funds and their related individual accounts by Ancora Advisors, LLC and other affiliated companies services. We offer personal consultations where you may want advice on a particular issue in the area of finance and investments. We are available to consult on other matters, such as mergers acquisitions and other types of corporate finance. Our services may include both separately managed accounts (SMA) and selective allocations to our affiliated privately managed funds for qualified investors. Clients may impose reasonable restrictions on their SMAs. Clients may also ask for additional services, fee changes or other terms in their agreements. If one or more of your accounts is a plan subject to ERISA, we ask that you appoint Ancora Advisors, LLC as investment advisor for the purpose of ERISA. We will need to have copies of the trust agreement and any amendments governing the operation and administration of plan assets. We do not provide advice for 6  assets outside the plan and will not vote proxies for securities held outside Ancora’s portion of the plan. We ask that you take steps to name Ancora Advisors, LLC as a fiduciary in the plan’s ERISA fidelity bond covering the account. Ancora may also participate in class action suits on our client’s behalf. Ancora Advisors, LLC is a fiduciary under the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) with respect to investment management services and investment advice provided to ERISA plan clients, including ERISA plan participants. Ancora Advisors, LLC is also a fiduciary under the Internal Revenue Code (the “IRC”) with respect to investment management services and investment advice provided to ERISA plans, ERISA plan participants, IRAs and IRA owners (collectively, “Retirement Account Clients”). As such, Ancora Advisors, LLC is subject to specific duties and obligations under ERISA and the IRC that include, among other things, prohibited transaction rules which are intended to prohibit fiduciaries from acting on conflicts of interest. When a fiduciary gives advice in which it has a conflict of interest, the fiduciary must either avoid or eliminate the conflict or rely upon a prohibited transaction exemption (a “PTE”). As a fiduciary, we have duties of care and of loyalty to you and are subject to obligations imposed on us by the federal and state securities laws. As a result, you have certain rights that you cannot waive or limit by contract. Nothing in our agreement with you should be interpreted as a limitation of our obligations under the federal and state securities laws or as a waiver of any unwaivable rights you possess. This document will outline a typical client offering and interaction but it is important to understand each client situation is different and that you should read and understand all documents that Ancora provides. Tailored Relationships Ancora can work with clients to make customized portfolios, primarily by using our proprietary investment strategies and in house portfolio managers who can also provide advice for special situations and needs Other Services 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”). Please see Items 5 and 10 for a fuller discussion of these services and other important information. We help our 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. Please see Items 5 and 10 for a fuller discussion of these services and other important information. Client Assets Ancora Advisors manages accounts primarily on a discretionary basis, but will advise clients on a non- discretionary basis under certain arrangements. As of December, 31, 2025, we managed approximately $ 2,662,561,093 in client assets on a discretionary basis and $ 1,952,254,478 on a non-discretionary basis. Fees and Compensation 7  Management fees are based on the value of assets managed and fees are calculated as a percentage of assets under management. Ancora reserves the right to waive fees and minimums in certain instances. Ancora may receive performance-based fees for certain specialized accounts. Please see the “Sharing of Capital Gains or Capital Appreciation” section of this document for more details. Portfolio Management Fees are based upon the client's total relationship with Ancora. Holdings of mutual funds and investment partnerships where Ancora acts as the investment manager, to the fund itself, are generally excluded from client’s separately managed account’s quarterly billing values. Advisory fees are negotiable in certain instances. Some clients may pay higher or lower fees than shown below. Equity Managed Strategies Assets Under Management Annual Advisory Fee Small-Mid Cap Core (SMID) Under 10 million 1.00% Small Cap Core 10 million to 20 million 0.90% Mid Cap Core 20 million to 50 million 0.80% Dividend Value Equity Over $50 million 0.70% Assets Under Management Annual Advisory Fee Fixed Income Managed Strategies Short Aggregate (Taxable) On the first 1 million 0.75% On the next 2 million 0.50% Intermediate Aggregate (Taxable) On the next 2 million 0.40% Aggregate (Taxable) On the next 5 million 0.30% Muni (Tax Exempt) On the next 10 million 0.20% Cash Management Over $20 million Negotiable Managed Allocation Strategies Assets Under Management Annual Advisory Fee Managed Allocation - Aggressive On the first 1 million 1.00% On the next 2 million 0.70% Managed Allocation - Moderate On the next 2 million 0.60% Managed Allocation - Conservative On the next 5 million 0.50% On the next 10 million 0.40% Over $20 million Negotiable 8  Ancora may reduce or waive its fees for organizations qualifying under 501C(3) of the IRS Code. The above fees are progressive and are for the management of a client’s portfolio. For one example, if your account has selected the Managed Allocation Strategies and is $3 million in value, the quarterly fee is calculated by multiplying $1 million by .0100 plus multiplying $2 million by .0070 then take the total sum and divide by 4 to arrive at the total due. Other Services 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”). Focus Financial Partners, LLC (“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, our parent company. 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. Further information on this conflict of interest is available in Item 10 of this Brochure. We help our 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. 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. 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 9  increases in the overall amount of the Platform Fee rates in the future. Further information on this conflict of interest is available in Item 10 of this Brochure. Fee Billing and Fees Paid in Advance Fees are charged quarterly (1/4 of annual fee) in advance based upon the value of assets managed based valuations done by the client's custodian or other pricing services at the end of each calendar quarter, unless the client has negotiated alternative terms. When you sign your management agreement you may authorize Ancora Advisors to invoice your custodian or broker dealer to deduct your management fees. By signing a “Letter of Authorization” or similar document, you authorize your custodian to automatically deduct the management fees from your account and send them to Ancora Advisors. If your account does not have sufficient cash to or money market funds balance to cover the fees, you may deposit additional funds (subject to certain restrictions for IRA account and qualified retirement plan accounts) or make payment in an alternative method acceptable to Ancora Advisors. If you do not deposit additional funds into your account or make the payment in another manner, securities in your account will be sold in an amount sufficient to cover the fees due. Your account custodian or broker dealer statement will reflect the date and the amount deducted from your account. If you elect to pay Ancora Advisors from an account outside of our management services, you will receive a quarterly invoice with instructions on where to mail your payment. Clients that open accounts after the beginning of a quarter will be charged in arrears at the end of the quarter. This means you will receive two bills at the next quarter end. One bill for the portion of the quarter your money has been invested and a second bill for the quarter for their quarterly management fee consistent with all other customers. Ancora Advisors does reserve the right to charge prorated fees for funds that are deposited to an existing account during the quarter. Ancora Advisors does not typically charge on investments that the client holds in their account and in which Ancora does not provide advice. These assets are unsupervised and under the sole discretion of the client. Advisors will return excess fees upon closure of a client account. Other Fees and Charges Our management fees are separate from charges assessed by third parties such as broker dealers, custodians, and mutual fund companies. Brokerage and other transaction costs charged by broker dealers executing transactions and custodians maintaining your assets are in addition to the management fees and are not negotiable. Mutual funds, variable annuities, insurance products and or other platforms will assess other fees and expenses such as 12b-1 fees or commissions in connection with the placement of your funds. Additional information and considerations that clients should review before making decisions can be found on form CRS. Terminating Advisory Services Clients may terminate their advisory contract with Ancora Advisors in writing at any time. We recommend you use a mail service where a signed receipt is required. Fees will be refunded from the date written notice has been received through the end of the calendar quarter. Ancora Advisors or the Client may be terminated by either party at any time by written notice. Ancora will refund client fees through the end of the calendar quarter. Your death will not terminate the Investment Management Agreement or authority granted to 10  Ancora Advisors until we have received actual written notification of your death nor will a transfer in ownership in Ancora (e.g. Ancora Advisors is sold). Additional Compensation Ancora Advisors does not receive any additional direct compensation from managed account clients other than the management fee. The firm may, however, receive indirect compensation or benefits from parties such as executing brokers and custodians for aggregating business with their firm. These benefits may include, but are not limited to, access to research, technology, and invitations to special events including conferences. Some employees of Ancora are also Registered Representatives of Inverness Securities LLC, member FINRA/SIPC. Inverness Securities LLC is an affiliate of our firm. Our supervised persons do accept compensation for the sale of securities or other investment products, including distribution or 12b-1 fees from the sale of mutual funds. Our firm’s affiliation with Inverness Securities LLC presents a conflict of interest and may give our firm and/or our supervised persons an incentive to recommend investment products based on the compensation received. We mitigate this conflict by not allowing advisors or the firm to receive both, securities-based commissions, and advisory fees on the same investment. Employees of Ancora that are registered with the Ohio Department of Insurance through an affiliated entity, may earn additional compensation for sales and referrals of insurance products. Performance-Based Fees & Side-by- Side Management Sharing of Capital Gains or Capital Appreciation Typically, Ancora does not receive performance-based fees; that is fees based on a share of the capital gains or appreciation of the assets of the client. An exception for Ancora would occur when a specifically designated account which typically hold a single security or concentrated positions and earns a fee based on a share of the capital gains or appreciation of the assets of the client. These investments may be similar to those made in other strategies or customized managed portfolios, all of which may have separately negotiated fees. Types of Clients Description Ancora Advisors, LLC provides investment advisor services for individual investors, high net worth investors, investment companies (mutual funds), pooled investments (investment partnerships/investment 11  limited partnerships), and institutions such as pension/profit sharing plans, corporations, charitable & “Not- for Profit” organizations, unions, and other investment advisers. Account Minimums Generally, a client account must be a minimum of $1 million unless related to other accounts which together total $1 million. Our firm may charge a minimum annual fee for our services dependent on the scope of the relationship. The minimum may be waived or reduced at the Firm’s discretion. Methods of Analysis, Investment Strategies and Risk of Loss Methods of Analysis Equity Methods of Analysis Ancora’s valuation screening focuses on two situations: First, companies trading at a significant discount to their liquidation or going-concern value. Certain issues may trade below tangible book value. This can occur in times of broad market pessimism or Wall Street concentration with a company’s near-term outlook. Other companies have hidden assets that are not reflected in the company’s financial statements, such as investments in private companies or understated real estate values, which, if properly valued on the balance sheet, would result in the company trading at a discount to tangible book value. Ancora works to understand catalysts that will unlock the value of the target company’s assets, although Ancora will also buy based on a company being too cheap to ignore. Secondly, companies trading sufficiently below the calculation of intrinsic value based on Ancora’s “Normalized Return” analysis to provide potential total return of 50% or more over a three-year time horizon. Sell decisions are based on valuation, risk and portfolio guidelines. As individual stocks approach their intrinsic value and decline in their relative attractiveness, they become candidates for sale. Other sell decisions may occur because of deterioration in the fundamentals that supported the initial investment. Automatic sales are initiated as position exposures approach diversification guidelines. Proceeds from sales are reinvested in companies that are more attractively valued based on the purchase disciplines. Fixed Income Methods of Analysis Our Fixed Income strategy employs a top down approach with emphasis on sector allocation as our primary value added tool. We are primarily an up in quality manager emphasizing higher rated corporate issues and higher classes of structured products. We attempt to add value in security selection by emphasizing either smaller issues or less liquid issues which tend to not trade as efficiently as do benchmarked/index eligible holdings. Our research efforts in these names are internally generated and rely on various research sources including street generated research and other sources. 12  Our taxable fixed income approach utilizes all the investment grade debt market sectors. We do not utilize non-investment grade securities in any of our managed accounts. In addition, because of the risk adverse nature of our firm and the majority of the clients we represent, we restrict our fixed income buying to bonds rated A- or higher by one or more of the major rating agencies. By not buying BBB rated bonds we believe we have a “buffer zone” for potential downgrades of an issue before we would face a non-investment grade issue in our portfolios. If a bond is ultimately downgraded to non-investment grade (i.e. BB+/Ba1) a sale is not required. However, we do tend to error on the conservative side and will often sell while BBB if possible. Ancora typically holds 30 to 80 positions and limits individual corporate issuers to no more than 3% of the portfolio and our typical duration profile is no more than or less than 20% above or below the duration of the applicable index. Managed Allocation Methods of Analysis Ancora Advisors, LLC has several models within its Managed Allocation strategy. The strategies make use of ETFs with low index tracking error, mutual funds (including the Ancora Family of mutual funds), bond and common stock to achieve true asset diversification across multiple asset classes including; Cash, Fixed Income, U.S. Equities, Non U.S. Equities, Real Assets and Liquid Alternatives. The various models are allocated a percentage to each asset class based on the client’s need of Capital Preservation, Income or Capital Appreciation or the need to balance between these objectives. As Ancora clients, you will have full transparency to see how we carefully select and monitor securities for your portfolio. We adjust client portfolios relative to the original models based on market conditions but work to ensure that the portfolio remains consistent with client goals, objectives and investment policy statements. Investment Strategies Ancora Advisors manages portfolios for clients in the following separate categories: Small-Mid Cap Core (SMID) - The strategy will typically invest at least 80% of its net assets in the equity securities of small to mid‐cap companies. These securities fall within the capitalization range of the Russell 2500 Index. The portfolio manager seeks out stocks that fall into one of three specific categories: underfollowed stocks, franchise stocks whose valuation has fallen for a non‐fundamental reason and stocks whose company is undergoing a change to the capital structure of the business (spin‐offs, bankruptcies, restructuring, etc.). The strategy will stay broadly diversified across all major market sectors and focus on stock selection (not sector bets) to drive alpha. Stocks will be sold if they fail to achieve our performance expectations or if other more suitable investments are found to replace them. A related focused strategy is also offered that follows the same structure, but with fewer holdings. This creates additional upside and downside risk because of the consolidated nature of the strategy. Risks include investment in smaller companies which are subject to larger price fluctuations and are typically less liquid. Small Cap Core - The strategy will typically invest at least 80% of its net assets in the equity securities of small-cap companies. These securities fall within the capitalization range of the Russell 2000 Index. The portfolio manager seeks out stocks that fall into one of three specific categories: underfollowed stocks, franchise stocks whose valuation has fallen for a non‐fundamental reason and stocks whose 13  company is undergoing a change to the capital structure of the business (spin‐offs, bankruptcies, restructuring, etc.). The strategy will stay broadly diversified across all major market sectors and focus on stock selection (not sector bets) to drive alpha. Stocks will be sold if they fail to achieve our performance expectations or if other more suitable investments are found to replace them. Risks include investment in smaller companies which are subject to larger price fluctuations and are typically less liquid. Mid Cap Core - The strategy will typically invest at least 80% of its net assets in the equity securities of small-cap companies. These securities fall within the capitalization range of the Russell Midcap Index. The portfolio manager seeks out stocks that fall into one of three specific categories: underfollowed stocks, franchise stocks whose valuation has fallen for a non‐fundamental reason and stocks whose company is undergoing a change to the capital structure of the business (spin‐offs, bankruptcies, restructuring, etc.). The strategy will stay broadly diversified across all major market sectors and focus on stock selection (not sector bets) to drive alpha. Stocks will be sold if they fail to achieve our performance expectations or if other more suitable investments are found to replace them. Risks include investment in smaller companies which are subject to larger price fluctuations and are typically less liquid. Dividend Value Equity – The strategy is to invest in a diversified portfolio of large cap companies that pay rising dividends to achieve a yield greater than that of the S&P 500. We screen for high quality companies with good brand recognition and strong competitive positions in their key markets. Furthermore, they have solid balance sheets, consistent cash flow and generally healthy dividend growth. The strategy’s focus is on companies that are trading at a higher dividend yield relative to the S&P 500 at attractive valuation levels and with a discount to their intrinsic value. An emphasis is put on dividend payment history, return on invested capital and cash flow sustainability. The strategy allows for the inclusion of companies that will be initiating a dividend if we feel that they qualify under our other parameters. Potential Risks include large companies with mature markets in very competitive industries and slow to adapt to competitive changes caused by technology and consumer preference Fixed Income Short Aggregate (Taxable) – The Short Aggregate strategy emphasizes an overweight on investment grade credits, both financials and non-financials. In addition, there is some relative value in discount agency issues and some, although minimal, additional value in the MBS sector as well. We continue to keep our duration modestly shorter than the duration of the underlying benchmark index. Currently we also have a modest exposure to high yield through an index fund. Potential risks include declining prices due to rising interest rates and default by issuers Fixed Income Intermediate Aggregate (Taxable) – The Intermediate Aggregate strategy maintains a slightly shorter duration than the benchmark and is overweight in corporate credits and MBS. The strategy is underweight in U.S. Treasuries and government agency bonds Securities held in this strategy generally have an average credit quality rating of at least “A”. The duration of these accounts are generally in line with the duration of the Barclay’s Intermediate Bond Index. Potential risks include declining prices due to rising interest rates and default by issuers Fixed Income Aggregate (Taxable) – The Aggregate strategy seeks to provide a real return over a long period of time to commensurate with the risk profile of the portfolio, and with a duration profile more in line with the Barclay’s Aggregate Bond Index. The Aggregate strategy pursues these objectives by investing primarily in income-producing securities of primarily investment grade rated credits with an average credit quality rating of at least “A”. Potential risks include declining prices due to rising interest rates and default by issuers 14  Muni (Tax Exempt) – The Tax Exempt strategy emphasizes on investment grade only credits with a credit rating of “A” or better with an average credit quality rating of mid AA and a duration close to the duration of the benchmark. Portfolio construction include both single state and nationally diversified portfolios depending on the tax status of the client. Potential risks include declining prices due to rising interest rates and default by issuers Fixed Income Cash Management – The strategy is used for clients who wish to have an alternative to money market funds and seek active cash management without the need for daily liquidity. Potential risks include decreasing interest rates Managed Allocation – This strategy is targeted toward helping high net-worth individuals preserve, protect and grow their assets by utilizing traditional assets classes (large cap equities, small cap equities, bonds) while also incorporating additional asset classes such as real assets (commodities, REITs and infrastructure assets such as oil and gas pipeline operators) and alternative investments (lower correlation, non-long only/hedged strategies) into client portfolios when appropriate. The purpose of including these additional asset classes is to generate a potentially more diversified pool of return streams through the use of active (individual stocks and mutual funds) and passive (ETFs) management. The strategy can further be divided into Aggressive, Moderate and Conservative allocations to cater to client’s specific risk tolerances. Potential Risks include a portfolio that may not keep pace with rising stock market indexes due to its vast diversification and ETFs may not keep pace with the index they are tracking due to fees within the fund and advisory fees. Investors should carefully consider the investment objectives, risks, charges and expenses of the funds carefully before investing. Depending upon market conditions and the availability of attractive investment opportunities, Ancora may hold cash or money market funds in lieu of, or as part of each category. Risk of Loss Investing in securities involves risk of loss that you should be prepared to bear. Investment values will fluctuate both up and down, are subject to market volatility, and may be worth more or less than the original cost. All securities risk the loss of principal. In addition, while we believe our methodology and strategies will be profitable, there is no assurance this will always be the case. Loses caused by fraudulent requests due to a client’s identity thief or other client security breaches, and that originated from the client, is the liability of the client. While your brokerage account may allow margin transactions, we generally do not recommend the use of margin. We want you to understand the risks of margin transactions and recommend that you read your broker dealer’s written disclosure document describing margin trading and its related risks. Some of our strategies may include option transactions. You should understand the risks involved when trading options therefore Ancora recommends that you read the “Characteristics and Risks of Standardized Options” published by the Options Clearing Corporation. Private investments generally involve risk factors including, but not limited to, the potential for complete loss of principals, liquidation constraints, and lack of transparency. Unlike other traditional liquid investments that a client may maintain, private placement investments do not provide daily liquidity or pricing. 15  Cybersecurity The computer systems, networks and devices used by Ancora and service providers to us and our clients to carry out routine business operations employ a variety of protections designed to prevent damage or interruption from computer viruses, network failures, computer and telecommunication failures, infiltration by unauthorized persons and security breaches. Despite the various protections utilized, systems, networks, or devices potentially can be breached. A client could be negatively impacted as a result of a cybersecurity breach. Cybersecurity breaches can include unauthorized access to systems, networks, or devices; infection from computer viruses or other malicious software code; and attacks that shut down, disable, slow, or otherwise disrupt operations, business processes, or website access or functionality. Cybersecurity breaches may cause disruptions and impact business operations, potentially resulting in financial losses to a client; impediments to trading; the inability by us and other service providers to transact business; violations of applicable privacy and other laws; regulatory fines, penalties, reputational damage, reimbursement or other compensation costs, or additional compliance costs; as well as the inadvertent release of confidential information. Similar adverse consequences could result from cybersecurity breaches affecting issuers of securities in which a client invests; governmental and other regulatory authorities; exchange and other financial market operators, banks, brokers, dealers, and other financial institutions; and other parties. In addition, substantial costs may be incurred by these entities in order to prevent any cybersecurity breaches in the future. Disciplinary Information Legal and Disciplinary In 2018 Ancora Advisors discovered, through a routine SEC review, that two employees made contributions over the $350 allowable limit and not in compliance with rule 206(4)-5. The SEC administered a fine and required that Ancora Advisors comply with the rule going forward. Additional compliance training and proactive reviews have been implemented to prevent future issues. Other Financial Industry Activities and Affiliations Broker-dealer or Registered Representative Ancora Advisors LLC, is affiliated with Inverness Securities, LLC, a FINRA member broker dealer through common ownership. Ancora Advisors does not manage any accounts or direct any trades for managed accounts to Inverness Securities. Some employees may be registered representatives of Inverness 16  Securities, LLC. and may earn fees as described in the “Additional Compensation” section of this Brochure. No non-directed orders are placed through Inverness Securities, LLC. Inverness Securities may act as a solicitor on behalf of affiliated or non-affiliated investment products. Material Relationships or Arrangements within Financial Industry Ancora Advisors serves as investment manager for the Ancora Trust (also known as the Ancora Family of Mutual Funds). Ancora Advisors’ investment managers serve as portfolio managers for the Ancora Income Fund, Ancora/Thelen Small-Mid Cap Fund, Ancora MicroCap Fund (closed as of 02/27/2026) and the Ancora Dividend Value Equity Fund. In addition, Ancora Advisors’ staff members serve as officers and/or provide services to the Ancora Trust. Ancora Alternatives LLC serves as the General Partner and investment manager to Ancora’s Private Funds and is registered with the Commodity Futures Trading Commission as part of the services it performs for Ancora’s Commodity Fund. The private fund entities are investment partnerships. Ancora Advisors is the majority owner of Ancora Retirement Plan Advisors, LLC. a registered investment Advisors. Ancora Advisors is the majority owner of Source Insurance. Ancora Advisors, LLC is affiliated by common ownership to Ancora Private Wealth Advisors, LLC and Ancora Alternatives LLC, registered investment advisors. Insurance services are offered through affiliate Ancora Insurance Solutions. As noted above in response to Item 4, certain investment vehicles affiliated with CD&R collectively are indirect majority owners of Focus LLC, and certain investment vehicles affiliated with Stone Point are indirect owners of Focus LLC. Because Ancora Advisors, LLC is an indirect, wholly-owned subsidiary of Focus Inc., CD&R and Stone Point investment vehicles are indirect owners of Ancora Advisors, LLC. Ancora Advisors acts as a sub-adviser for non-affiliated 40 act Funds. Recommend or Select Other Investment Advisers Ancora Advisors may use subadvisors, asset allocators or consultants. Other Services 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 17  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. 18  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 19  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 Advisors LLC 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 Advisors 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”, 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. 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 20  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 Advisors 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. 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; 21  • 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 Advisors 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 Advisors 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: 22  • 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: If applicable, how the trade will be allocated among Clients; • 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; • • 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. 23  Research and Other Services Ancora Advisors 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 Advisors does not currently receive any other material benefits for directing brokerage. Brokerage for Client Referrals Ancora Advisors may engage in the practice of directing brokerage trades to outside broker dealers for capital introduction to our private funds. Ancora Advisors 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. 24  Directed Brokerage Ancora Advisors 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 Advisors 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. Additionally, Ancora may offer Model delivery of our proprietary products to clients. Delivery conditions, specifically the frequency and method of model delivery, are typically directed by the client. When two or more of the same model is being delivered at the same time, those communications are placed in an alphanumeric rotation so not to disadvantage or advantage one client over the other through the course of time. It is important to note that if you do not give Ancora Advisors 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 Advisors will aggregate trades whenever it has the ability to do so. Typically, directed brokerage and non-directed 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 25  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 broker- dealers, 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 obtain a “Style Change Form” immediately and 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 Advisors quarterly reports. If you see a discrepancy, please contact your investment representative and bring it to their attention. 26  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 Advisors, 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 Advisors, 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 Advisors, 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 Advisors, 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 Advisors, 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 Advisors, 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 27  accessed on Focus’ website through the following link: https://focusfinancialpartners.com/conference- sponsors/ 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 Advisors’ ability to deduct fees directly from certain client accounts. 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 Advisors LLC 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. 28  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 Advisors 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. Ancora will document and abide by any specific proxy voting instructions conveyed by a Client with respect to that Client’s securities. Ancora also offers clients the ability to vote in accordance with Taft-Hartley Guidelines. Clients may also retain the authority to vote proxies. 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 Advisors, 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 are 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 29  Ancora Advisors LLC has no financial commitment that impairs its ability to meet contractual and fiduciary commitments to clients. Bankruptcy Ancora Advisors LLC has not been subject to a bankruptcy proceeding. Requirements for State-Registered Advisers This item does not apply to Ancora Advisors LLC. 30