Intrepid Investment Management LLC

Item 5 – Fees and Compensation

Intrepid provides advisory services to the Funds pursuant to investment advisory agreements (each
as amended or restated from time to time, the “Advisory Agreements”). The Advisory Agreements
for the Funds, along with the limited partnership agreements and/or other organizational and
offering documents of the Funds (each as amended or restated from time to time, and together with
the Advisory Agreements, the “Governing Documents”) set forth in detail the fee structure relevant
to the Funds. Investors should refer to the Governing Documents for more detailed information
regarding how Intrepid is compensated for its advisory services. The information contained herein
is a summary only and is qualified in its entirety by the Governing Documents.
Management Fee
Pursuant to the Advisory Agreements, Intrepid receives a management fee (the “Management
Fee”) for services rendered to the Funds. In general, the Management Fee payable with respect to
each investor will be paid quarterly in advance at a rate of up to 2.0% per annum on such investor’s
capital commitment or invested capital, as detailed in each fund’s Governing Documents, to the
fund through the earlier of the expiration or termination of such fund’s commitment period or the
initial payment of a management fee by a competing fund, each as described in the Governing
Documents. Thereafter, the Management Fee payable with respect to each investor will be paid
quarterly in advance on such investor’s invested capital at a rate of up to 2.0% per annum until the
termination of such fund. To the extent applicable, the Management Fee for any Management Fee
period of the Funds will be prorated for the number of days in such period, and Intrepid, in its sole
discretion, may waive all or a portion of the Management Fee with respect to any investor. The
Management Fee assessed for each fund is described in further detail in each fund’s Governing
Documents.
The Management Fee, if applicable, paid by the Funds will be reduced by an amount equal to the
sum of:

   •   any excess organizational expenses, including any placement fees (each as described in the
       Governing Documents) in respect of which the investors have made capital contributions

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   •   100% of the Funds’ share of any net break-up, topping, termination and other similar fees
       payable in connection with unconsummated transactions by the Funds involving portfolio
       investments received by the General Partners or their affiliates (“Break-Up Fees”)
   •   the Funds’ share of monitoring fees, directors fees paid to employees of Intrepid or certain
       of its principals, fees for providing management advisory services and fees for guarantees,
       indemnities, covenants and undertakings as they relate to portfolio investments (excluding
       any options or other compensation granted or paid by a portfolio company to employees
       of Intrepid who serve in a bona fide non-director management capacity or otherwise as an
       employee of such portfolio company) (collectively, “Other Fees”).
Certain fees paid to Intrepid Partners, an affiliated SEC registered broker-dealer, in conjunction
with Intrepid’s financial advisory activities, will not be subject to offset against the Management
Fee, including those in connection with (i) the provision of investment banking, underwriting,
financial, strategic, mergers and acquisitions advisory, restructuring advisory, other advisory, due
diligence, deal identification, assistance with negotiation or other advice or services with respect
to portfolio investments; (ii) fees earned by Intrepid Partners in connection with capital raising or
acting as a placement agent for portfolio companies, provided that no such fees will be charged on
any capital invested by the Funds; (iii) any fees paid by a portfolio company to Industry Advisors,
as described in the Governing Documents, and (iv) any other fees that are not expressly specified
as Other Fees or Break-Up Fees or as otherwise provided in the Funds’ Governing Documents
(collectively, “Financial Advisory Fees”).
Break-Up Fees and Other Fees
Intrepid may receive Break-Up Fees, Other Fees and Financial Advisory Fees. In the case of
monitoring fees, these may be payable as fixed dollar amounts or may be calculated as a percentage
of EBITDA (or other similar metric). The terms of a monitoring agreement may in certain
instances provide for an acceleration of fees paid to Intrepid upon termination following certain
milestones and where the lump-sum termination fee may be calculated as the present value of
hypothetical foregone future payments and be calculated using a discount rate as low as the risk-
free rate, as determined by Intrepid. In the case of transaction fees, often times these will be
calculated as a percentage of the total enterprise valuation of the transaction. While 100% of the
Funds’ share of any net Break-Up Fees received by the General Partners or their affiliates and
100% of the Funds’ share of all net Other Fees received by the General Partners and their affiliates
will be offset against the Management Fees payable by investors, Financial Advisory Fees received
by the General Partners or their affiliates will not be subject to any offset. The amount of Other
Fees allocable to other parallel funds, competing funds, co-investment vehicles managed by the
General Partners and their affiliates and other funds or accounts in which Intrepid serves as
investment advisor will not result in an offset of the Management Fee payable by investors in the
Funds, even if such parallel funds, competing funds, co-investment vehicles managed by the
General Partners and their affiliates and other funds or accounts in which Intrepid serves as
investment advisor provide for lower or no management fee offsets for the investors or participants
...

Item 7 – Types of Clients

Intrepid provides discretionary management and advisory services to the Funds directly, subject
to the direction and control of the Funds’ General Partners, and not individually to the investors of
the Funds. Investors in the Funds may include, but are not limited to high net worth individuals,
pension plans, sovereign wealth funds, state and municipal government agencies, family offices,
endowments, foundations, banks, pooled investment vehicles (e.g., funds-of-funds), trusts, estates
or charitable organizations, and corporate or business entities. The minimum commitment for an
investor is outlined in each fund’s Governing Documents; however, Intrepid maintains discretion
to accept less than the minimum investment threshold. Details concerning applicable investor
suitability criteria are set forth in the Funds’ Governing Documents and subscription materials.
Each investor is required to meet certain suitability qualifications, such as being an “accredited
investor” as defined in Regulation D under the Securities Act of 1933 and/or “qualified purchaser”
as defined in Section 2(a)(51) of the Investment Company Act.
The Funds, the General Partners or the Advisor may enter into Side Letters or similar agreements
with one or more investors that has the effect of establishing rights under, or altering or
supplementing the terms of the Funds’ Governing Documents (including, without limitation, those
relating to management fees, performance fees, transparency, and withdrawals) with respect to
such investor.