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                777 EAST WISCONSIN AVENUE

                  MILWAUKEE, WI  53202-5306

                414.271.2400 TEL

                414.297.4900 FAX

                FOLEY.COM

                WRITER’S DIRECT LINE

                  414.297.5596

                pfetzer@foley.com

    November 1, 2024

    Via EDGAR System

    Shandy Pumphrey

    Soo Im-Tang

    U.S. Securities and Exchange Commission

    Division of Investment Management, Disclosure Review Office

    100 F Street N.E.

    Washington, D.C.  20549

          Re:

            Intrepid Capital Management Funds Trust (File Nos. 333-282272 and 811-21625)

    Registration Statement on Form N‑14, as filed on September 20, 2024

    Ladies and Gentlemen:

    On behalf of our client, Intrepid Capital Management Funds Trust (the “Registrant”), set forth below is the Registrant’s response, on behalf of the Intrepid Small Cap Fund
      and the Intrepid Capital Fund (each a “Fund” or, collectively, the “Funds”), to oral comments of the Staff (the “Staff”) of the Securities and Exchange Commission on the Registration Statement referenced above.  The numbered
      items set forth below repeat (in bold italics) the comments of the Staff reflected in their oral comments, and following such comments are the Registrant’s responses (in regular type).  Accompanying this letter is a redline showing the changes made
      to the registration statement.

    Defined terms used herein that are not otherwise defined shall have the meaning assigned to them in the Registration Statement.  If the Staff would like to discuss the responses,
      you may contact Peter D. Fetzer at (414) 297‑5596.

              1.

              When a comment is made in one location, it is applicable to all similar disclosure appearing elsewhere in the Registration Statement.  Please ensure
                that a response letter is filed via EDGAR, in addition to filing the amended Registration Statement that reflects changes made to address the Staff’s comments.

    Response:  Where applicable, the Funds will update similar disclosure in the Registration Statement to respond to the Staff’s comments.  The Fund will file this response
      letter via EDGAR, in addition to filing the amended Registration Statement that reflects changes made to address the Staff’s comments.

              2.

              The filing states that the Adviser will pay for the expenses of the Acquisition.  Please confirm that this is true regardless of whether the
                reorganization is completed, and disclose whether the Adviser will be reimbursed.  Also, please disclose who will pay for trading costs.

    Response:  The Adviser will pay regardless of whether the reorganization is completed, and will not be reimbursed.  The trading costs will be borne by the Funds.  The
      revised disclosure is below:

    “The expenses of the Acquisition will be borne by the Adviser regardless of whether the Acquisition is consummated, and the Adviser will not be reimbursed for any such expenses.

                AUSTIN  |  BOSTON  |  BRUSSELS  |  CHICAGO  |  DALLAS  |  DENVER  |  DETROIT  |  HOUSTON  |  JACKSONVILLE  |  LOS ANGELES  | MADISON
                  |  MEXICO CITY  |  MIAMI  |  MILWAUKEE  |  NEW YORK  |  ORLANDO  |  RALEIGH  |  SACRAMENTO  |  SALT LAKE CITY | SAN DIEGO  |  SAN FRANCISCO  |  SILICON VALLEY  |  TALLAHASSEE  |  TAMPA  |  TOKYO  |  WASHINGTON, D.C.

    Following the Acquisition, the Adviser anticipates that approximately 30% of the holdings of the Intrepid Small Cap Fund will be sold and re-invested into fixed income
      securities, and approximately 30% of the holdings of the Intrepid Small Cap Fund will be sold and re-invested into equity securities not currently held by the Small Cap Fund. The Adviser is currently evaluating which positions it intends to hold or
      sell after the Acquisition.  The Adviser believes that the capital loss carryforwards of the Intrepid Capital Fund will be sufficient to absorb any realized gains generated by repositioning trades following the Acquisition without triggering a
      capital gain distribution. The Fund, and not the Adviser, will pay for the trading costs (including brokerage commissions, taxes, and custodian fees) that will result from the Intrepid Capital Fund rebalancing its portfolio following the
      Acquisition.  The Adviser does not expect the trading costs to be material.”

              3.

              Please ensure that all incorporated documents are hyperlinked in the filing.  And ensure that the 1933 Act File No. is included.

    Response:  The Adviser will ensure that all incorporated documents are hyperlinked in the filing.  The revised disclosure is below:

              •

              The current prospectus of the Intrepid Small Cap Fund and the Intrepid Capital Fund, dated January 31, 2024 (SEC Accession No. 0000894189-24-000504 and 1933 Act File No. 333-118634).

              •

              The current Statement of Additional Information of the Intrepid Small Cap Fund and the Intrepid Capital Fund, dated January 31, 2024 (SEC Accession No. 0000894189-24-000504 and 1933 Act
                File No. 333-118634).

              •

              The current Annual Report of the Intrepid Small Cap Fund and the Intrepid Capital Fund, for the fiscal year ended September 30, 2023 (SEC Accession No. 0000898531-23-000451 and 1940 Act
                File No. 811-21625).

              •

              The current Semi-Annual Report o of the Intrepid Small Cap Fund and the Intrepid Capital Fund, for the reporting period ended March 31, 2024 (SEC Accession No. 0000898531-24-000232 and
                1940 Act File No. 811-21625).

              4.

              Consider disclosing the aggregate cost of the reorganization.

    Response:  The Funds have considered disclosing the aggregate cost of the reorganization in the filing.  The Funds respectfully note that they have determined not to
      disclose the aggregate cost because they do not believe this material to Fund shareholders in light of the fact that the Adviser will bear these costs, and will not receive reimbursement for any such costs.

              5.

              Confirm that the Acquisition does not require shareholder approval in accordance with Rule 17a-8 of the Investment Company Act, and confirm that all
                conditions of Rule 17a-8 will be satisfied upon closing.  And please describe the basis in state law and governing documents that shareholder approval is not required.

    Response:  We confirm that no shareholder vote is required by Rule 17a-8 under the Investment Company Act because (1) the Funds have virtually identical investment
      advisory contracts; (2) the

    Funds have the same disinterested directors; (3) no policy of the Small Cap Fund that under Section 13 of Investment Company Act could not be changed without a vote of a majority
      of its outstanding voting securities is materially different from a policy of the Capital Fund; and (4) the Funds have the same distribution fees.  All conditions of Rule 17a-8 will be satisfied upon closing of the Acquisition.

    The company is a Delaware statutory trust, and the Delaware statutory trust law does not require a shareholder vote in connection with the merger.  Further, the Registrant’s
      charter documents do not contain provisions that require shareholder approval for the Acquisition.

              6.

              Please enhance the disclosure regarding the potential shareholder benefits and Board considerations.  Supplementally, please explain if the
                Reorganization will impact the fees and expenses paid by the acquiring fund.

    Response:  See the revised disclosure below.  The Reorganization is expected to result in lower fees and expenses being paid by the acquiring fund.

    “The Funds’ investment adviser, Intrepid Capital Management, Inc. (the “Adviser”), recommended that the Trustees approve the Plan.  The Trustees considered the factors
      discussed below, among others, from the point of view of the interests of the shareholders of both Funds.  After careful consideration, the Trustees (including all Trustees who are not “interested persons” of the Funds, the Adviser or its affiliates)
      determined that Reorganization would be in the best interests of both Funds and that the interests of existing shareholders of the Funds would not be diluted as a result of the Reorganization.  The Trustees have unanimously approved the Plan.

    The Trustees considered, among other things:

              •

              Potential shareholder benefits, including the fact that the pro forma total annual fund operating expenses of the combined Fund is expected to be lower than the current total annual fund
                operating expenses of the Intrepid Small Cap Fund. The Trustees reviewed the estimated pro forma total annual fund operating expenses, concluding that the Reorganization is expected to lower total annual fund operating expenses for the
                shareholders of the Intrepid Small Cap Fund and the Intrepid Capital Fund. The Trustees noted that there is an expiring expense limitation for the Investor Class shares of the Intrepid Small Cap Fund that provides for lower net total annual
                fund operating expenses versus the pro forma combined Fund, but noted that it expires on January 31, 2025, and concluded that the shareholders of the Investor Class shares of the Intrepid Small Cap Fund would still benefit from lower total
                annual fund operating expense going forward.

              •

              The current asset level of the Funds and the combined pro forma asset level of the combined Fund. The Trustees concluded that by combining with the Intrepid Capital Fund, it is expected
                that the shareholders of both Funds will experience a decrease in total annual fund operating expenses, with both Funds benefitting from higher asset levels and lower total annual fund operating expenses.

              •

              The historical performance of the Funds. Both Funds have had positive performance, but the performance of the Intrepid Capital Fund has generally been better or comparable to that of the
                Intrepid Small Cap Fund’s performance over the reported periods. And the Trustees concluded that the Intrepid Small Cap Fund’s shareholders are expected to benefit from both lower total annual fund operating expenses and the potential for
                improved performance.

              •

              The investment objective and principal investment strategies of the Funds. The Trustees concluded that the Funds have similar investment objectives and principal investment strategies,
                and that the Reorganization will provide the Intrepid Small Cap Fund’s shareholders with a similar investment opportunity that has lower total annual fund operating expenses.

              •

              The Plan and the terms and conditions of the Reorganization. The Trustees concluded that the terms and conditions of the Reorganization are fair and reasonable for both of the Funds,
                noting that the Adviser will bear the costs of the Reorganization, which is beneficial for both of the Funds.”

              7.

              You disclose that no sales charges will be imposed on the shares of the Intrepid Capital Fund issued in connection with the Reorganization.  Please
                enhance the disclosure to indicate what impact there will be to the Intrepid Capital Fund.

    Response:  See the revised disclosure below.

    “No sales charges will be imposed on the shares of the Intrepid Capital Fund issued in connection with the Reorganization. As noted above, it is expected that the shareholders of
      Intrepid Capital Fund will experience a decrease in total annual operating expenses, with both Funds benefitting from higher asset levels and lower annual operating expenses.

              8.

              In the section on “Investment Advisory Services” please provide more details on how the Reorganization will benefit shareholders.

    Response:  See the revised disclosure below.

    “Intrepid Capital Management, Inc., 1400 Marsh Landing Parkway, Suite 106, Jacksonville Beach, Florida 32250, serves as the investment adviser to both of the Funds.  The Intrepid
      Small Cap Fund pays the Adviser a monthly management fee based on its average daily net assets at the annual rate of 1.00% on the first $500 million of the Fund’s average daily net assets and 0.80% of the Fund’s average daily net assets in excess of
      $500 million. The Intrepid Capital Fund pays the Adviser a monthly management fee based on its average daily net assets at the annual rate of 1.00% on the first $500 million of the Fund’s average daily net assets and 0.80% of the Fund’s average daily
      net assets in excess of $500 million.

    The Adviser performs substantially the same services for both of the Funds, and it is anticipated that following the Reorganization there will be no decrease in the performance
      level of the Adviser’s services. It is expected that the Adviser, which will benefit from the elimination of separate monitoring and administration of the Intrepid Small Cap Fund, will be able to concentrate more fully on the growth of the Intrepid
      Capital Fund, which is expected to have better near-term and long-term prospects for growth.”

              9.

              If there will be repositioning in connection with the Acquisition, before or after, please disclose the percentage of the Intrepid Small Cap Fund’s
                portfolio to be sold along with an estimate of the cost of such sales in dollars, and also disclose an estimate of the capital gains distribution resulting from such sales in dollars.  Provide this disclosure in the Prospectus and Statement
                of Additional Information.  Quantify the portion of the securities of the Intrepid Small Cap Fund that will be rebalanced, and disclose information about the rebalancing in Question 5 of the Questions and Answers.  In some parts of the
                disclosure it suggests that there will be no repositioning, but suggests the opposite in other parts.  Please reconcile the disclosure.  Also, please update capital loss carryforwards as of the most recent date practicable.

    Response:  The Adviser does not anticipate making any material repositioning changes in the Intrepid Small Cap Fund prior to and in connection with the Acquisition.  After
      the Acquisition, it is expected that approximately 25-35% of the holdings will be sold and re-invested into fixed income securities, and approximately 30-40% of the holdings will be sold and re-invested into equity securities not held by the Small
      Cap Fund at the time of the Acquisition.  The Adviser is currently evaluating which positions it intends to hold or sell after the Acquisition.  As of October 21, 2024, the Intrepid Small Cap Fund had an unrealized capital gain of $13.1 million,
      implying the realization of approximately $7.2 - $9.8 million of capital gains if sales were executed ratably across the portfolio.  The Intrepid Capital Fund had capital loss carryforwards totaling $20.1 million as of September 30, 2024, which the
      Adviser believes will be sufficient to absorb any realized gains generated by repositioning trades following the Acquisition without triggering a capital gain distribution.  Changes in positioning and related tax impacts are good faith estimates that
      are subject to change based on shifts in market conditions or the judgement of the Adviser.

    Disclosure has been revised as follows:

              •

              “Question 5:  Who will bear the expenses of the Acquisition?

    Answer:  The expenses of t