Ajax Capital LLC

Item 5: Fees and Compensation

A. Fee Schedule

Portfolio Management Fees

        Total Assets Under Management           Annual Fees
        On the first $1,000,000                 1.00%

        On the next $1,500,000                  0.80%

        Amounts above $2,500,000                0.70%

AJAX uses the value of the account as of the last business day of the billing period, after
taking into account deposits and withdrawals, for purposes of determining the market
value of the assets upon which the advisory fee is based.

These fees are generally negotiable and the final fee schedule will be memorialized in the
client’s advisory contract. Clients may terminate the contract without penalty for a full
refund of AJAX's fees within five business days of signing the Investment Advisory
Contract. Thereafter, clients may terminate the Investment Advisory Contract
immediately upon written notice.

Pension Consulting Services Fees

Asset-Based Fees for Pension Consulting

        Total Assets Under Management           Annual Fee
        On the first $1,000,000                 1.00%

        On the next $1,500,000                  0.80%

        Amounts above $2,500,000                0.70%

AJAX uses the value of the account as of the last business day of the billing period, after
taking into account deposits and withdrawals, for purposes of determining the market
value of the assets upon which the advisory fee is based.

These fees are generally negotiable and the final fee schedule will be memorialized in the
client’s advisory contract. Clients may terminate the contract without penalty for a full
refund of AJAX's fees within five business days of signing the Investment Advisory
Contract. Thereafter, clients may terminate the pension consulting agreement
immediately upon written notice.

B. Payment of Fees

Payment of Portfolio Management Fees

Asset-based portfolio management fees are withdrawn directly from the client's accounts
with client's written authorization on a quarterly basis or may be invoiced and billed
directly to the client on a quarterly basis. Clients may select the method in which they are
billed. Fees are paid in arrears.

Payment of Pension Consulting Fees

Asset-based pension consulting fees are withdrawn directly from the client's accounts
with client's written authorization on a quarterly basis or may be invoiced and billed
directly to the client on a quarterly basis. Clients may select the method in which they are
billed. Fees are paid in arrears.

C. Client Responsibility For Third Party Fees

Clients are responsible for the payment of all third-party fees (i.e. custodian fees,
brokerage fees, mutual fund fees, transaction fees, etc.). Those fees are separate and
distinct from the fees and expenses charged by AJAX. Please see Item 12 of this brochure
regarding broker-dealer/custodian.

D. Prepayment of Fees

AJAX collects its fees in arrears. It does not collect fees in advance.

E. Outside Compensation For the Sale of Securities to Clients

Neither AJAX nor its supervised persons accept any compensation for the sale of
investment products, including asset-based sales charges or service fees from the sale of
mutual funds.

Item 7: Types of Clients

AJAX generally provides advisory services to the following types of clients:

       ❖       Individuals
       ❖       High-Net-Worth Individuals
       ❖       Pension and Profit Sharing Plans
       ❖       Foundations and Charities
       ❖       Institutional Clients

There is no account minimum for any of AJAX’s services.