Militia Capital Management LLC

Item 5: Fees and Compensation
A. Compensation and Fee Schedule
Militia is compensated by the Fund through a combination of management fees and performance-
based compensation.
The Firm receives an annual management fee of 0.5%, charged quarterly in arrears, based on the
Fund’s net asset value. In addition, the Firm receives a performance allocation equal to 25% of the
Fund’s net profits, but only to the extent those profits exceed the performance of the 3-Month
Treasury Bill Index’s over the same period. This incentive fee is subject to a high-water mark and
calculated annually. This means the Firm only earns a performance fee if the Fund’s returns have
surpassed both the 3M Treasury bill’s performance for the period and the Fund’s previous high
point – any prior losses must be recovered (high-water mark) before we can earn an incentive fee.

All investors in the Fund are required to meet the definition of “Qualified Clients” under Rule 205-
3 of the Investment Advisers Act of 1940, to be charged performance-based fees.

As an SEC registered investment adviser, the Firm is subject to restrictions on performance-based
compensation. Investors who were admitted to the Fund prior to the Firm’s SEC registration and
who were not Qualified Clients at that time may remain invested under the grandfathering
provision of Rule 205-3(c)(1), provided they do not increase their capital commitments.
All new investors and all additional capital contributions by existing investors must satisfy the
Qualified Client standard at the time of investment.
The performance-based fee structure may create an incentive for the Firm to take on higher levels
of risk to generate larger performance allocations. While the Firm does not manage other accounts
with different fee arrangements (and therefore does not face side-by-side management conflicts),
it remains subject to this potential incentive and addresses it through adherence to its fiduciary
duties, risk controls, and disclosure protocol.
All fees are described in detail in the Fund’s governing documents, which are provided to each
investor prior to subscription. Fees may be negotiable in certain circumstances, including for
strategic investors or seed capital arrangements, but generally apply uniformly within each class of
Fund interests.
B. Fee Payment Method
The Firm’s fees are deducted directly from the Fund’s assets by the Fund administrator in
accordance with the Fund’s offering documents. Investors are not billed separately.
C. Other Fees and Expenses
In addition to management and performance fees, the Fund pays other operating expenses, which
may include brokerage and transaction costs, custody fees, fund administration fees, audit and tax
preparation costs, legal and compliance expenses and organizational and offering expenses.
These expenses are paid directly from the Fund and reduce overall investor returns. For more
information on brokerage expenses, see Item 12: Brokerage Practices.

D. Prepaid Fees
The Firm does not charge or accept advisory fees in advance. All management fees are calculated
and paid quarterly in arrears. Performance fees are calculated annually.
E. Compensation for Sale of Securities or Investment Products
Neither the Firm nor any of its supervised persons accepts compensation for the sale of securities
or other investment products. The Firm does not receive commissions, 12b-1 fees, or other sales-
related compensation from third parties.

Item 7: Types of Clients
Militia provides investment advisory services exclusively to the Fund which is organized as a
Delaware limited partnership.

The Fund is offered to a limited number of investors under exemptions from registration pursuant
to Section 3(c)(1) of the Investment Company Act of 1940, as amended. Investors in the Fund
generally include accredited investors that meet the applicable regulatory and suitability
requirements. Non-US investors or other types of investors are accepted only if they meet similar
standards.
The Firm does not provide investment advisory services to retail clients, separately managed
accounts, family offices, or institutional accounts.
The Fund generally requires a minimum initial investment of $50,000, although this minimum may
be waived or reduced at the discretion of the Firm.