MEDICAL FUND & THE CURE FOR CANCER INC, N-1A/A, 1999-09-07

MEDICAL FUND & THE CURE FOR CANCER INC
N-1A/A, 1999-09-07

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Filed with the Securities and Exchange Commission on September 7, 1999

1933 Act Registration File No. 333-78275
1940 Act File No. 811-09303

SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 |_|

Pre-Effective Amendment No. 3 |X|

Post-Effective Amendment No. |_|

and

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 |_|

Amendment No. 3 |X|

(Check appropriate box or boxes.)

KINETICS MUTUAL FUNDS, INC.
----------------------------
(Exact Name of Registrant as Specified in Charter)

477 Madison Avenue, 16th Floor
New York, New York 10022
-----------------------------------------------------
(Address and Zip Code of Principal Executive Offices)

(800) 930-3828
--------------------------------------------------
Registrant's Telephone Number, including Area Code

Lee Schultheis
477 Madison Avenue, 16th Floor
New York, New York 10022
--------------------------------------------------
(Name and Address of Agent for Service)

With a copy to:
----------------------
Thomas R. Westle, Esq.
Spitzer & Feldman P.C.
405 Park Avenue
New York, New York 10022

As soon as practical after the effective date of this Registration Statement
----------------------------------------------------------------------------
Approximate Date of Proposed Public Offering

Shares of Common Stock
----------------------
(Title of Securities Being Registered)

It is proposed that this filing will become effective

_______ immediately upon filing pursuant to paragraph (b)

_______ on ______________ pursuant to paragraph (b)

_______ 60 days after filing pursuant to paragraph (a)(1)

_______ on ___________ pursuant to paragraph (a)(1)

_______ 75 days after filing pursuant to paragraph (a)(2)

_______ on ___________ pursuant to paragraph (a)(2) of Rule 485.

<PAGE>

THE MEDICAL FUND
A SERIES OF KINETICS MUTUAL FUNDS, INC.

[LOGO]

PROSPECTUS & APPLICATION
__________, 1999

<PAGE>

THE MEDICAL FUND
A SERIES OF KINETICS MUTUAL FUNDS, INC.

PROSPECTUS & APPLICATION
EFFECTIVE DATE: ____________, 1999

The Medical Fund (the "Fund) is a no-load, non-diversified investment company
which seeks to provide investors with long-term capital growth by investing
primarily in the equity securities of domestic and foreign companies engaged in
medical research, pharmaceutical treatments and related medical technology with
an emphasis towards companies engaged in cancer research and drug development.

The Fund intends to commence investment operations on Monday,
September 20, 1999.

This Prospectus gives vital information about the Fund.
For your own benefit and protection, please read it before you invest,
and keep it on hand for future reference.

Investment Adviser
KINETICS ASSET MANAGEMENT, INC.

Minimum Initial Investment --- $1,000

THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED
OR DISAPPROVED THESE SECURITIES OR PASSED UPON THE ADEQUACY OF THE
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

<PAGE>

TABLE OF CONTENTS

Risk/Return Summary........................................4
Fees and Expenses of the Fund..............................5
Investment Objective and Strategies........................6
Main Risks.................................................7
Management of the Fund.....................................8
Valuation of Fund Shares...................................9
How To Purchase Shares....................................10
How To Redeem Shares......................................11
Exchanging Privilege......................................13
Distribution and Taxes....................................13
Distribution of Shares....................................14
Master/Feeder Fund Structure..............................15
Counsel and Independent Auditors..........................15
Financial Highlights......................................15

<PAGE>

THE MEDICAL FUND
RISK/RETURN SUMMARY
- ------------------------------------------------------------------------------

INVESTMENT OBJECTIVE
The investment objective of The Medical Fund (the "Fund") is long-term growth of
capital.

PRINCIPAL INVESTMENT STRATEGIES

The Fund seeks to achieve its investment objective by investing primarily in
common stocks, convertible securities, warrants and other equity securities
having the characteristics of common stocks, such as American Depositary
Receipts and International Depositary Receipts of domestic and foreign companies
engaged in the medical research, pharmaceutical and technology industries,
generally, with an emphasis toward companies engaged in cancer research and drug
development.

PRINCIPAL RISKS OF INVESTING IN THE FUND
Investing in common stocks has inherent risks that could cause you to lose
money. The principal risks of investing in this Fund are listed below and could
adversely affect the Fund's net asset value and total return.

- - Stock Market Risks: Stock mutual funds are subject to stock market risks and
significant fluctuations in value. If the stock market declines in value, the
Fund is likely to decline in value and you could lose money on your investment.

- - Stock Selection Risks: The stocks selected by the investment adviser may
decline in value or not increase in value when the stock market in general is
rising and may fail to meet the Fund's investment objective.

- - Liquidity Risks: The investment adviser may not be able to sell stocks at an
optimal time or price.

- - Industry Risks: Mutual funds that invest in a particular industry carry a risk
that a group of industry-related stocks will decline in price due to
industry-specific development. Companies in the same or similar industries may
share common characteristics and are more likely to react to industry-specific
market or economic developments.

- - Specific Risks of the Medical Industry: Medical and pharmaceutical-related
companies in general are subject to the rate of change in technology, which is
generally higher than that of other industries. Similarly, cancer
research-related industries use many products and services of companies engaged
in the medical and pharmaceutical related activities and are also subject to
relatively high risks of rapid obsolescence caused by progressive scientific and
technological advances. Further, the medical research and development industry
is subject to strict regulatory scrutiny and ongoing legislative action.

- - Small- and Medium-Size Company Risks: The Fund may invest in the stocks of
small, medium and large-sized companies. Small and medium-size companies often
have narrower markets and more limited managerial and financial resources than
larger, more established companies. As a result, their performance can be more
volatile and they face a greater risk of business failure, which could increase
the volatility of the Fund's portfolio.

- - Foreign Securities Risks: The Fund can invest in foreign securities, which can
carry higher returns but involve more risks than those associated with domestic
investments. Additional risks include currency fluctuations, political and
economic instability, differences in financial reporting standards and less
stringent regulation of securities markets.

- - Non-Diversification Risks: As a non-diversified investment company, more of
the Fund's assets may be concentrated in the common stock of any single issuer,
which may make the value of the Fund's shares more susceptible to certain risks
than shares of a more diversified mutual Fund.

<PAGE>

WHO MAY WANT TO INVEST
This Fund may be appropriate for investors who:
- - wish to invest for the long term.
- - want to diversify their portfolios.
- - want to allocate some portion of their long-term investments to aggressive
equity investing.
- - are willing to accept a high degree of volatility.

FEES AND EXPENSES OF THE FUND
- ------------------------------------------------------------------------------

As an investor, you pay certain fees and expenses if you buy and hold shares of
the Fund. These fees and expenses are described in the table below and are
further explained in the example that follows.

FEE TABLE

- -------------------------------------------------------------- -----------
SHAREHOLDER TRANSACTION EXPENSES1
(FEES PAID DIRECTLY FROM YOUR INVESTMENT)
- -------------------------------------------------------------- -----------
Maximum Sales Charge (Load) Imposed on Purchases None
(as a percentage of offering price)
Maximum Deferred Sales Charge (Load) None
(as a percentage of offering price)
Maximum Sales Charge (Load) on Reinvested Dividends None
Redemption Fee None
(as a percentage of amount redeemed, if applicable)
Maximum Account Fee2 None

- -------------------------------------------------------------- ---------
ESTIMATED ANNUAL OPERATING EXPENSES
(EXPENSES DEDUCTED FROM FUND ASSETS)
- -------------------------------------------------------------- ---------
Management Fees 1.25%
Distribution (Rule 12b-1) Fees None
Other Expenses 0.75%
=========
Estimated Total Annual Fund Operating Expenses 2.00%
=========

1 Although no sales loads or transaction fees are charged, you will be
assessed fees for outgoing wire transfers, returned checks and exchanges
between the Fund and any other series of Kinetics Mutual Fund, Inc.

2 Accounts of IRA Trustees are assessed a $12.50 annual fee.

EXAMPLE

THIS EXAMPLE IS INTENDED TO HELP YOU COMPARE THE COST OF INVESTING IN THE FUND
WITH THE COST OF INVESTING IN OTHER MUTUAL FUNDS.

THE EXAMPLE ASSUMES THAT YOU INVEST $10,000 IN THE FUND FOR THE TIME PERIODS
INDICATED AND THEN REDEEM ALL OF YOUR SHARES AT THE END OF THESE PERIODS. THE
EXAMPLE ALSO ASSUMES THAT YOUR INVESTMENT HAS A 5% RATE OF RETURN EACH YEAR AND
THAT THE FUND'S OPERATING EXPENSES REMAIN THE SAME. ALTHOUGH YOUR ACTUAL COSTS
MAY BE HIGHER OR LOWER, BASED ON THESE ASSUMPTIONS YOUR COST WOULD BE:

1 YEAR 3 YEARS
$203.00 $627.00

<PAGE>

INVESTMENT OBJECTIVE AND STRATEGIES
- ------------------------------------------------------------------------------

INVESTMENT OBJECTIVE
The investment objective of the Fund is long-term growth of capital.

INVESTMENT STRATEGIES

To achieve the Fund's objective, under normal circumstances, at least 65% of the
Fund's total assets will be invested in common stocks, convertible securities,
warrants and other equity securities having the characteristics of common
stocks, such as American Depositary Receipts ("ADRs") and International
Depositary Receipts ("IDRs"), of domestic and foreign companies engaged in the
medical research, pharmaceutical and technology industries, generally, with an
emphasis toward companies engaged in cancer research and drug development. The
Fund's investment adviser believes that favorable investment opportunities are
available through companies that are developing technology, products, and/or
services for cancer research and treatment and related medical activities.
Accordingly, the Fund seeks to invest in the equity securities of companies
whose research and development efforts may result in higher stock values.

Portfolio securities will be selected from companies that are engaged in the
medical industry generally, including companies engaged in cancer research and
treatment, biopharmaceutical research and the development of medical instruments
for therapeutic purposes. These companies may be large, medium or small in size
if in the adviser's opinion, the companies meet the Fund's investment criteria.
Such companies include, but are not limited to the following:

o Pharmaceutical Development Companies: Companies that develop drugs and
medications for the treatment and prevention of cancer and other disease.

o Surgical and Medical Instrument Manufacturers and Developers: Companies
that produce, manufacture and develop the tools used by health care
providers in the delivery of medical care and procedures for the treatment
of cancer and other diseases.

o Pharmaceutical Manufacturers: Companies that primarily engage in the mass
production of existing drugs and medicines including drugs and medicines
for the treatment of cancer and other diseases.

o Medical Research Companies: Companies that primarily research and develop
new methods and procedures in the provision of health care related services
for the treatment of cancer and other diseases.

The adviser selects portfolio securities by evaluating a company's positioning
and activities that it currently expends on research and development looking for
a significant percentage, or large amount, of capital invested into research and
treatment of cancer and other diseases. The adviser also considers a company's
fundamentals by reviewing its balance sheets, corporate revenues, earnings and
dividends. The adviser believes that dollars invested in research and
development today frequently have significant bearing on future growth.

TEMPORARY INVESTMENTS
To respond to adverse market, economic, political or other conditions, the Fund
may invest up to 100% of its assets in high quality U.S. short-term money market
instruments. The Fund may invest up to 35% of its assets in these securities to
maintain liquidity. Some of the short-term money instruments include:

o commercial paper
o certificates of deposit, demand and time deposits and banker's acceptance
o U.S. government securities (i.e., U.S. Treasury obligations)
o repurchase agreements

To the extent the Fund engages in this temporary, defensive strategy, the Fund
may not achieve its investment objective.

<PAGE>

MAIN RISKS
- ------------------------------------------------------------------------------

INVESTING IN MUTUAL FUNDS
All mutual funds carry a certain amount of risk, which may cause you to lose
money on your investment in the Fund. The following describes the primary risks
of investing in the Fund due to the Fund's specific investment objective and
strategies. As all investment securities are subject to inherent market risks
and fluctuations in value due to earnings, economic and political conditions and
other factors, the Fund cannot give any assurance that its investment objective
will be achieved. In addition, you should be aware that the Fund has no
operating history.

MEDICAL RESEARCH INDUSTRY SPECIFIC RISKS
Medical and pharmaceutical-related companies in general are subject to the rate
of change in technology, which is generally higher than that of other
industries. Similarly, cancer research-related industries use many products and
services of companies engaged in medical and pharmaceutical-related activities
and are also subject to relatively high risks of rapid obsolescence caused by
progressive scientific and technological advances. Medical research and
development is also subject to strict regulatory scrutiny and ongoing
legislative action.

MARKET RISK
The net asset value of the Fund will fluctuate based on changes in the value of
its underlying portfolio. The stock market is generally susceptible to volatile
fluctuations in market price. Market prices of securities in which the Fund
invests may be adversely affected by an issuer's having experienced losses or by
the lack of earnings or by the issuer's failure to meet the market's
expectations with respect to new products or services, or even by factors wholly
unrelated to the value or condition of the issuer. The value of the securities
held by the Fund is also subject to the risk that a specific segment of the
stock market does not perform as well as the overall market. Under any of these
circumstances, the value of the Fund's shares and total return will fluctuate,
and your investment may be worth more or less than your original cost when you
redeem your shares.

YEAR 2000 PROBLEM
Like other mutual funds, financial and business organizations and individuals
around the world, the Fund may be adversely affected if the computer systems
used by the adviser, the administrator and other service providers do not
properly process and calculate date-related information and data from and after
January 1, 2000. This is commonly known as the "Year 2000 Problem." The
investment adviser and the administrator are taking steps that they believe are
reasonably designed to address the Year 2000 Problem with respect to computer
systems that they use. The investment adviser and administrator are also
obtaining reasonable assurances that comparable steps are being taken by the
Fund's other major service providers.

Although there can be no assurance at this time that there will be no adverse
impact on the Fund, the Fund's service providers have advised the Fund that they
have been actively working on necessary changes to their computer systems to
prepare for the year 2000. The Fund's service providers expect that their
systems, and those of other parties they deal with, will be adapted in time for
that event. However, there can be no assurance that the computer systems of the
companies in which the Fund invests (especially those of foreign companies) will
be timely converted or that the value of such investments will not be adversely
affected by the Year 2000 Problem. Foreign issuers, capital markets and
economies may be more susceptible to year 2000 issues than domestic companies.
If the computer systems of the companies in which the Fund invests, including
those of foreign companies, are not ready for the year 2000, the Fund's net
asset value and total return could be adversely affected.

OTHER SECURITIES THE FUND MIGHT PURCHASE

Under normal market conditions, the Fund will invest at least 65% of its total
assets in equity securities, consisting of common stocks, convertible
securities, warrants and securities having the characteristics of common stocks.
If the Adviser believes that market conditions warrant a temporary defensive
posture, the Fund may invest without limitation in high quality, short-term debt
securities and money market instruments. These short-term debt securities and
money market instruments include commercial paper,

<PAGE>

certificates of deposit, bankers' acceptances, and U.S. Government securities
and repurchase agreements. More information about these investments is disclosed
in the Statement of Additional Information ("SAI").

SECURITIES LENDING

The Fund may lend its portfolio securities to broker-dealers by entering
directly into lending arrangements with such broker-dealers or indirectly
through repurchase agreements, amounting to no more than 25% of its assets.
Repurchase transactions will be fully collateralized at all times with cash
and/or short-term debt obligations. These transactions involve some risk to the
Fund if the other party should default on its obligation and the Fund is delayed
or prevented from recovering the collateral. In the event the original seller
defaults on its obligation to repurchase, the Fund will seek to sell the
collateral, which could involve costs or delays. To the extent proceeds from the
sale of collateral are less than the repurchase price, the Fund would suffer a
loss.

NON-DIVERSIFICATION
The Fund is classified as "non-diversified" under federal securities laws which
means that one-half of the Fund's assets may be invested in two or more stocks
while the other half is spread out among various investments not exceeding 5% of
the Fund's total assets. As a result of its non-diversified status, the Fund's
shares may be more susceptible to adverse changes in the value of the securities
of a particular company than would be the shares of a diversified investment
company.

INVESTMENT IN SMALL AND MID-CAP COMPANIES
The Fund will invest in small or mid-cap companies. Accordingly, the Fund may be
subject to the additional risks associated with investment in companies with
small or mid-sized capital structures (generally a market cap of $5 billion or
less). The market prices of the securities of such companies tend to be more
volatile than those of larger companies. Further, these securities tend to trade
at a lower volume than those of larger more established companies. If the Fund
is heavily invested in these securities, the net asset value of the Fund will be
more susceptible to sudden and significant losses if the value of these
securities decline.

FOREIGN SECURITIES
Investing in foreign securities involves risks not typically associated directly
with investing in U.S. securities. These risks include fluctuations in exchange
rates of foreign currencies; less public information with respect to issuers of
securities; less governmental supervision of exchanges, issuers, and brokers;
lack of uniform accounting and financial reporting standards. There is also a
risk of adverse political, social or diplomatic developments that affect
investment in foreign countries.

FUND BORROWING
The Fund will not leverage more than 5% of its assets to Fund investment
activities or to achieve higher returns. The Fund may borrow money from banks
for temporary or emergency purposes in order to meet redemption requests. To
reduce its indebtedness, the Fund may have to sell a portion of its investments
at a time when it may be disadvantageous to do so. In addition, interest paid by
the Fund on borrowed funds would decrease the net earnings of both the Fund and
your investment.

MANAGEMENT OF THE FUND
- ------------------------------------------------------------------------------

INVESTMENT ADVISER

The Fund's investment adviser is Kinetics Asset Management, Inc. ("Kinetics" or
the "adviser"), 477 Madison Avenue, 16th Floor, New York, New York, 10022. The
management and affairs of the Fund are supervised by its Board of Directors
whose names and general background information appear in the SAI. The adviser
conducts investment research and supervision for the Fund and is responsible for
the purchase and sale of securities for the Fund's portfolio. The adviser
receives an annual fee from the Fund for its services of 1.25% of the Fund's
average daily net assets.

<PAGE>

Peter B. Doyle is the Chairman of the Board of Directors of Kinetics. He is also
the Chief Investment Strategist. Steven R. Samson is the President and Chief
Executive Officer of Kinetics. Mr. Samson has more than 24 years experience in
the mutual funds and financial services industries. Lee Schultheis is Managing
Director and Chief Operating Officer of Kinetics. Mr. Schultheis has more than
20 years of experience in the mutual funds and financial services industries.

PORTFOLIO MANAGERS

BRUCE P. ABEL is Co-Portfolio Manager of the Fund. Mr. Abel's primary duties
include research and analysis of developing scientific technologies and
innovations in the medical, bio-technical and pharmaceutical industries specific
to cancer research and treatment. Prior to joining Kinetics in 1999, Mr. Abel
was employed with Brookhaven National Laboratory since 1989 where he worked
researching, developing and implementing technical and scientific programs and
systems in the areas of nuclear physics, computer programming, and industrial
design. During that time, Mr. Abel was also a freelance writer for Academic
Science News and Review, researching, reporting, and providing scholarly
analysis and insight on a myriad of issues and developments in the fields of
science and technology. Mr. Abel has over ten years experience in the fields of
science, chemistry, physics, and engineering. Mr. Abel holds a Masters Degree in
Mechanical Engineering with an emphasis on Nuclear Engineering, and has also
studied extensively in the areas of Applied Mathematics, Hydrodynamics,
Aerodynamics, and Physics.

PETER B. DOYLE is Co-Portfolio Manager of the Fund and is primarily responsible
for the day-to-day management of the Fund's assets and securities. Mr. Doyle is
the Chief Investment Strategist and Chairman of the Board of Directors of
Kinetics. In early 1996, Mr. Doyle, co-founded Kinetics, the investment adviser
to The Internet Fund, Inc. Mr. Doyle also co-founded and is a Managing Director
of Horizon Asset Management, Inc., a New York based investment management and
research firm, since 1994. From 1988 through late 1994, Mr. Doyle was an
Investment Officer in Bankers Trust Company's Investment Services Group, where
he was responsible for managing approximately $250 million in assets. During his
tenure at Bankers Trust Company, Mr. Doyle served on the Finance and Utility
research sub-groups and had analytical responsibility for the REIT sector. Mr.
Doyle received a Masters of Business Administration from Fordham University and
a Bachelor of Science in economics from St. John's University.

VALUATION OF FUND SHARES
- ------------------------------------------------------------------------------

Shares of the Fund are sold at their net asset value per share ("NAV"), which is
determined by the Fund as of the close of regular trading (generally 4:00 p.m.
eastern time) on each day that the New York Stock Exchange (the "Exchange") is
open for unrestricted business. Purchase and redemption requests are priced at
the next NAV calculated after receipt and acceptance of a completed purchase or
redemption request. The NAV is determined by dividing the value of the Fund's
securities, cash and other assets, minus all expenses and liabilities, by the
number of shares outstanding (assets-liabilities/ # of shares = NAV). The NAV
takes into account the expenses and fees of the Fund, including management,
distribution and shareholder servicing fees, which are accrued daily.

The Fund's portfolio securities are valued each day at the last quoted sales
price on the securities principal exchange. If market quotations are not readily
available, securities will be valued at their fair market value as determined in
good faith in accordance with procedures approved by the Board of Directors. The
Fund may use independent pricing services to assist in calculating the NAV.

TRADING IN FOREIGN SECURITIES
Trading in foreign securities may be completed at times when the Exchange is
closed. In computing the Fund's NAV, the adviser values foreign securities at
the latest closing price on the exchange on which they are traded immediately
prior to the closing of the Exchange. Certain foreign currency exchange rates
may also be determined at the latest rate prior to the closing of the Exchange.
Foreign securities quoted in foreign currencies are translated into U.S. dollars
at current rates. Occasionally, events that affect these values and exchange
rates may occur between the times at which they are determined and the closing
of the Exchange. If such events materially affect the value of portfolio
securities, these securities may be valued at

<PAGE>

their fair value as determined in good faith by the Fund's Board of Directors.

- ------------------------------------------------------------------------------
HOW TO PURCHASE SHARES
- ------------------------------------------------------------------------------

The Fund intends to commence investment operations on Monday, September 20,
1999. If you wish to invest in the Fund on the first day of operations, the
transfer agent must have your check by September 20, 1999. You may also wire
your money on September 20, 1999 using the wiring instructions below. Please
call the Fund at (800) 930-3828 before wiring your investment in the Fund.

IN GENERAL
Shares of the Fund are sold at NAV, without a sales charge, and will be credited
to a shareholder's account at the NAV next computed after an order is received.
The minimum initial investment for both Regular Accounts and Individual
Retirement Accounts is $1,000. The minimum subsequent investment for both types
of accounts is $100. The Fund reserves the right to reject any purchase order
if, in its opinion, it is in the Fund's best interest to do so. A service fee of
$25.00 will be deducted from your Fund account for any purchases that do not
clear due to insufficient funds.

INVESTING BY TELEPHONE
If you have completed the Telephone Purchase Authorization section of the New
Account Application Form, you may purchase additional shares by telephoning the
Fund tollfree at (800) 930-3828. This option allows investors to move money from
their bank account to their Fund account upon request. Only bank accounts held
at domestic institutions that are Automated Clearing House (ACH) members may be
used for telephone transactions.

The minimum telephone purchase is $100. YOU MAY NOT USE TELEPHONE TRANSACTIONS
FOR YOUR INITIAL PURCHASE OF FUND SHARES.

AUTOMATIC INVESTMENT PLAN
Once an account has been established, you may purchase shares of the Fund
through an Automatic Investment Plan ("AIP"). You can have money automatically
transferred from your checking, savings or bank money market account on a
weekly, bi-weekly, monthly, bi-monthly or quarterly basis.

To be eligible for this plan, your bank must be a domestic institution that is
an ACH member. The Fund may modify or terminate the AIP at any time. The first
AIP purchase will take place no earlier than 15 days after the Transfer Agent
has received your request.

PURCHASE BY MAIL

To purchase Fund shares by mail, simply complete and sign the enclosed New
Account Application Form and mail it, along with a check or money order made
payable to The Medical Fund c/o Kinetics Mutual Funds, Inc. to:

Regular Mail: Overnight or Express Mail:
- ------------- --------------------------
Kinetics Mutual Funds, Inc. Kinetics Mutual Funds, Inc.
The Medical Fund The Medical Fund
c/o Firstar Mutual Fund Services, LLC c/o Firstar Mutual Fund Services, LLC
P.O. Box 701 615 East Michigan Street, 3rd Floor
Milwaukee, WI 53201-0701 Milwaukee, WI 53202

<PAGE>

PURCHASE BY WIRE

Before wiring any funds please call (800) 930-3828 to notify the Fund that the
wire is coming and to verify the proper wire instructions so that the wire is
properly applied when received. The Fund is not responsible for delays resulting
from the banking or Federal Reserve wire system. Please use the wiring
instructions as follow:

o WIRE TO: Firstar Bank Milwaukee, N.A.
o ABA NUMBER: 0750-00022
o CREDIT: Firstar Mutual Fund Services, LLC
o ACCOUNT: 112-952-137
o FURTHER CREDIT: Kinetics Mutual Funds, Inc.
The Medical Fund

(Shareholder Name/Account Registration)
(Shareholder Account Number)

Immediately send a completed New Account Application Form to the Fund at the
above address to have all accurate information recorded to your account.

SUBSEQUENT INVESTMENTS
You may add to your account at any time by purchasing shares by mail, by
telephone, or by wire (minimum $100). You must call to notify the Fund (800)
930-3828 before wiring. A remittance form, which is attached to your individual
account statement, should accompany any investments made through the mail. All
purchase requests must include your shareholder account number.

INDIVIDUAL RETIREMENT ACCOUNTS
You may invest in the Fund by establishing a tax-sheltered individual retirement
account. The Fund offers Traditional IRA, Roth IRA, and Educational IRA. For
additional information on IRA options, please call (800) 930-3828.

HOW TO REDEEM SHARES
- ------------------------------------------------------------------------------

IN GENERAL
You may redeem part or all of your Fund shares on any business day that the Fund
calculates the NAV. To redeem shares, you must contact the Fund either by mail
or by phone to place a redemption order. You should request your redemption
prior to market close to obtain that day's closing NAV. Redemption requests
received after the close of the Exchange (currently 4:00 pm EST) will be treated
as though received on the next business day.

The Fund will generally mail redeemed proceeds the next business day and, in any
event, no later than seven days after the receipt of a redemption request in
"good order" (see below). Note, however, that when a purchase order has been
made by check, or ACH purchase, the Fund will not be able to honor your
redemption request until the check or ACH purchase has cleared. This may take up
to 12 days.

Redemption requests will be sent to the address of record. If the proceeds of
redemption are requested to be sent to an address other than the address of
record or if the address of record has been changed within 15 days of the
redemption request, the request must be in writing with your signature
guaranteed. Signature guarantees can be obtained from banks and securities
dealers, but not from a notary public. The Fund is not responsible for interest
lost on redemption amounts due to lost or misdirected mail.

<PAGE>

WRITTEN REDEMPTION
Most redemptions can be executed by the investor furnishing an unconditional
written request to the Fund to redeem his or her shares at the current NAV.
Redemption requests in writing should be sent to the Transfer Agent at:

Requests for redemption in "good order" must:
o indicate the name of the Fund,
o be signed exactly as the shares are registered, including the signature of
each owner,
o specify the number of shares or dollar amount to be redeemed,
o indicate your account registration number, and
o include the investor's social security number or tax identification number.

TELEPHONE REDEMPTION

If you are authorized to perform telephone transactions (either through your New
Account Application Form or by subsequent arrangement in writing with the Fund)
you may redeem shares in any amount, but not less than $100 by instructing the
Fund by phone at (800) 930-3828. A signature guarantee is required of all
shareholders in order to qualify for or to change telephone redemption
privileges.

NOTE: Neither the Fund nor any of its service contractors will be liable for any
loss or expense in acting upon instructions that are reasonably believed to be
genuine. To confirm that all telephone instructions are genuine, the Fund will
use reasonable procedures, such as requesting:

o that a shareholder correctly state his or her Fund account number
o the name in which his or her account is registered
o the social security or tax identification number under which the account is
registered
o address of the account holder, as stated in the New Account Application Form

WIRE REDEMPTION

Wire transfers may be arranged to redeem shares. However, the transfer agent
charges a $12 fee per wire redemption against your account for this service. The
minimum wire redemption amount is $100.

SYSTEMATIC WITHDRAWAL PLAN
If you own shares with a value of $10,000 or more, you may participate in the
Systematic Withdrawal Plan. The Systematic Withdrawal Plan allows you to make
automatic withdrawals from your account at regular intervals. Money will be
transferred from your Fund account to the account you chose at the interval you
select on the New Account Application Form. If you expect to purchase additional
Fund shares, it may not be to your advantage to participate in the Systematic
Withdrawal Plan because of the possible adverse tax consequences of making
contemporaneous purchases and redemptions.

THE FUND'S RIGHT TO REDEEM AN ACCOUNT

The Fund reserves the right to redeem the shares of any shareholder whose
account balance is less than $500, other than as a result of a decline in the
NAV of the Fund or unless the shareholder is an active participant in the AIP.
The Fund will provide a shareholder with written notice 30 days prior to
redeeming the account.

<PAGE>

IRA REDEMPTION
If you are an IRA shareholder, you must indicate on your redemption request
whether or not to withhold federal income tax. Requests that do not indicate a
preference will be subject to withholding.

EXCHANGING PRIVILEGE
- ------------------------------------------------------------------------------

You can exchange your shares in the Fund for shares of the same class of The
Internet Fund, Inc. or any other series of Kinetics Mutual Funds, Inc. at a cost
of $5 per exchange transaction. The prospectus and statement of additional
information of The Internet Fund, Inc. should be read carefully prior to any
exchange for shares in that fund and retained for future reference. Be advised
that exercising the exchange privilege is really two transactions: a sale of
shares in one fund and the purchase of shares in another. Further, exchanges may
have certain tax consequences and you could realize short- or long-term capital
gains or losses. Exchanges are generally made only between identically
registered accounts unless you send written instructions with a signature
guarantee requesting otherwise.

Call (800) 930-3828 to learn more about The Internet Fund, Inc. and about
exercising your exchange privilege.

DISTRIBUTION AND TAXES
- ------------------------------------------------------------------------------

DISTRIBUTIONS
Distributions (whether treated for tax purposes as ordinary income or long-term
capital gains) to shareholders of the Fund are paid in additional shares of the
Fund, with no sales charge, based on the Fund's NAV as of the close of business
on the record date for such distributions. However, you may elect on the
application form to receive distributions as follows:

OPTION 1: To receive income dividends in cash and capital gain distributions
in additional Fund shares, or

OPTION 2: To receive all income dividends and capital gain distributions in
cash.

The Fund intends to pay any dividends from investment company taxable income and
distributions representing capital gain at least annually, usually in November.
The Fund will advise each shareholder annually of the amounts of dividends from
investment company taxable income and of net capital gain distributions
reinvested or paid in cash to the shareholder during the calendar year.

If you select Option 1 or Option 2 and the U.S. Postal Service cannot deliver
your distribution checks, or if your distribution checks remain uncashed for six
months, your distribution checks be will reinvested in your account at the then
current NAV and your election will be converted to the purchase of additional
shares.

TAXES
The Fund intends to continue to qualify and elect to be taxed as a regulated
investment company under Subchapter M of the Internal Revenue Code of 1986, as
amended (the "Code"). In any taxable year in which the Fund so qualifies and
distributes at least 90% of its investment company taxable income (which
includes, among other items, dividends, interest, and the excess of realized net
short-term capital gain over realized net long-term capital loss), the Fund
generally will be relieved of Federal income tax on its investment company
taxable income and net capital gain (the excess of realized net long-term
capital gain over realized net short-term capital loss) distributed to
shareholders. Amounts not distributed on a timely basis in accordance with a
calendar distribution requirement are also subject to a nondeductible 4% excise
tax. To prevent application of the excise tax, the Fund intends to make its
distributions in accordance with the calendar year distribution requirement. A
distribution will be treated as paid on December 31 of the calendar year if it
is declared by the Fund in October, November, or December of that year to
shareholders of record on a date in such a month and paid by the Fund during
January of the following calendar year. Such distributions will be taxable to
shareholders in the calendar year the distributions are declared, rather than
the calendar year in which the distributions are received.

<PAGE>

Distributions from investment company taxable income are taxable to shareholders
as ordinary income. Distributions of net capital gains designated by the Fund as
capital gains dividends are taxable as long-term capital gains regardless of the
length of time a shareholder may have held shares of the Fund. The tax treatment
of distributions treated as ordinary income or capital gains will be the same
whether the shareholder reinvests the distributions in additional shares or
elects to receive them in cash. Shareholders will be notified each year of the
amounts and nature of dividends and distributions, including the amount (if any)
for that year that has been designated as capital gains distributions. Investors
should consult their tax advisers for specific information on the tax
consequences of particular types of distributions.

An exchange is not a tax-free transaction. An exchange of shares pursuant to the
funds' exchange privilege is treated the same as an ordinary sale and purchase
for federal income tax purposes and you will realize a capital gain or loss.

On the account application, you will be asked to certify that your social
security number or taxpayer identification number is correct and that you are
not subject to backup withholding for failing to report income to the IRS. If
you are subject to backup withholding or you did not certify your taxpayer
identification number, the IRS requires the Fund to withhold 31% of any dividend
and redemption or exchange proceeds. The Fund reserves the right to reject any
application that does not include a certified social security or taxpayer
identification number.

DISTRIBUTION OF SHARES
- ------------------------------------------------------------------------------

DISTRIBUTOR

T.O. Richardson Securities, Inc., 2 Bridgewater Road, Farmington Connecticut,
06032 is the distributor for the shares of the Fund. T.O. Richardson Securities,
Inc., is a registered broker-dealer and member of the National Association of
Securities Dealers, Inc. and serves as the distributor for numerous registered
investment companies across the United States.

SHAREHOLDER SERVICING AGENT

Kinetics is also responsible for paying various shareholder servicing agents for
performing shareholder servicing functions and maintaining shareholder accounts.
These agents have written shareholder servicing agreements with Kinetics and
perform these functions on behalf of their clients who own shares of the Fund.
For this service, Kinetics receives an annual shareholder servicing fee from the
Fund equal to 0.25% of the Fund's average daily net assets.

FUND ADMINISTRATOR

Kinetics also serves as Administrator to the Fund. Kinetics will be entitled to
receive an annual administration fee equal to 0.15% of the Fund's average daily
net assets, out of which it will be responsible for the payment of a portion of
such fees to Firstar Mutual Fund Services, LLC ("Firstar") for certain
sub-administrative services rendered to the Fund by Firstar.

CUSTODIAN, TRANSFER AGENT, DIVIDEND DISBURSING AGENT AND FUND ACCOUNTANT
Firstar Bank Milwaukee, N.A. serves as Custodian for the Fund's cash and
securities. The Custodian does not assist in, and is not responsible for,
investment decisions involving assets of the Fund. Firstar , the Fund's
Sub-Administrator, also acts of the Fund's Transfer Agent, Dividend Disbursing
Agent and Fund Accountant.

<PAGE>

MASTER/FEEDER FUND STRUCTURE
- ------------------------------------------------------------------------------

ELECTION TO INVEST FUND ASSETS PURSUANT TO MASTER/FEEDER STRUCTURE

In lieu of investing directly, the Fund is authorized to seek to achieve its
investment objective by converting to a Master/Feeder Fund Structure pursuant to
which the Fund would invest all of its investable assets in an investment
company having substantially the same investment objective and policies as the
Fund. The Master/Feeder Fund Structure is an arrangement that allows several
investment companies with different shareholder-related features or distribution
channels, but having substantially the same investment objective, policies and
restrictions, to combine their investments by investing all of their assets in
the same portfolio instead of managing them separately thus achieving certain
economies of scale. There is no present intention to convert the Fund to a
Master/Feeder Fund Structure.

The SAI contains more information about the Fund, Master/Feeder Fund Structure
and the types of securities in which the Fund may invest.

COUNSEL AND INDEPENDENT AUDITORS
- ------------------------------------------------------------------------------
Legal matters in connection with the issuance of shares of common stock of the
Fund are passed upon by Spitzer & Feldman P.C., 405 Park Avenue, New York, New
York 10022. McCurdy & Associates, CPA's, Inc., 27955 Clemens Road, Westlake,
Ohio 44145, have been selected as independent auditors for the Fund.

FINANCIAL HIGHLIGHTS
- ------------------------------------------------------------------------------
Because the Fund has not yet commenced investment operations to date, there are
no financial highlights to report.

<PAGE>

THE MEDICAL FUND
PURCHASE APPLICATION

Mail To: The Medical Fund
c/o Firstar Mutual Fund Services, LLC
P.O. Box 701
Milwaukee, WI 53201-0701

Overnight Express Mail To: The Medical Fund
c/o Firstar Mutual Fund Services, LLC
615 E. Michigan St., 3rd Floor
Milwaukee, WI 53202-5207

Use this form for individual, custodial, trust, profit sharing or pension plan
accounts. Do not use this form for The Medical Fund sponsored IRA or SEP IRA
accounts. For any additional information please call The Medical Fund at
800-930-3828.

A. INVESTMENT

o By check Payable to The Medical Fund. Amount $ _______________ ($1,000.00
minimum).

B. REGISTRATION
<TABLE>
<CAPTION>

O INDIVIDUAL
<S> <C> <C> <C> <C>

---------- ---- --------- ----------------- --------------------
FIRST NAME M.I. LAST NAME SOCIAL SECURITY # BIRTHDATE (MO/DY/YR)

O JOINT OWNER

---------- ---- --------- ----------------- --------------------
FIRST NAME M.I. LAST NAME SOCIAL SECURITY # BIRTHDATE (MO/DY/YR)
</TABLE>

* Registration will be Joint Tenancy with Rights of Survivorship (JTWROS),
unless otherwise specified.

O GIFT TO MINORS

- ------------------------------------------- -- ---------
CUSTODIAN'S FIRST NAME (ONLY ONE PERMITTED) MI LAST NAME

- --------------------------------------- -- ---------
MINOR'S FIRST NAME (ONLY ONE PERMITTED) MI LAST NAME

- ------------------------- ---------------------------- ------------------
MINOR'S SOCIAL SECURITY # MINOR'S BIRTHDATE (MO/DY/YR) STATE OF RESIDENCE

o CORPORATION/TRUST**

-------------------------------------------------------
NAME OF TRUSTEE(S) *(IF TO BE INCLUDED IN REGISTRATION)

o PARTNERSHIP*

---------------------------------------
NAME OF TRUST/CORPORATION/**PARTNERSHIP

O OTHER ENTITY*

------------------------- ----------------------------
SOCIAL SECURITY #/TAX ID# DATE OF AGREEMENT (MO/DY/YR)

* Additional documentation and certification may be requested. **Corporate
Resolution is required.
- --------------------------------------------------------------------------------
C. DISTRIBUTION OPTIONS:

Capital gains & dividends will be reinvested if no option is selected.
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Capital Gains & Capital Gains & Capital Gains in Cash & Capital Gains Reinvested
Dividends Reinvested o Dividends in Cash o Dividends Reinvested o & Dividends in Cash o
</TABLE>

Unless otherwise indicated, cash distributions will be mailed to the address in
Section D.
- --------------------------------------------------------------------------------
D. MAILING ADDRESS

-------------------------------------
STREET APT/SUITE

-------------------------------------
CITY STATE ZIP

-------------------------------------
DAYTIME PHONE # EVENING PHONE #

o DUPLICATE CONFIRMATION TO:

-------------------------------------
FIRST NAME M.I. LAST NAME

-------------------------------------
STREET APT/SUITE

-------------------------------------
CITY STATE ZIP

E. TELEPHONE AND INTERNET ONLINE OPTIONS

Your signed Application must be received at least 15 business days prior to
initial transaction.

To ensure proper debiting/ crediting of your bank account, an unsigned voided
check (for checking accounts) or a savings account deposit slip is required with
your Application.

o TELEPHONE REDEMPTION.

o Check to address shown on your account

o Via federal wire to your bank account below ($12.00 charge for each
wire transfer)

o Via EFT, at no charge, to your bank account below (funds are typically
creditied within two days after redemption)

o TELEPHONE PURCHASE (EFT). Permits the purchase of shares using your bank
account to clear the transaction. (Minimum $100.00) Complete bank account
information below.

-----------------------------------------
NAME(S) ON BANK ACCOUNT

--------------- -------------------------
BANK NAME ACCOUNT NUMBER

-------------- -------------------------
BANK ADDRESS BANK ROUTING/ABA#

o ONLINE OPTIONS. If you have chosen telephone options for your account, you
may also elect to access your account online. (A Personal Identification
Number (PIN) will be mailed to your address of record.)

[2922] 4/98 See reverse side of form

<PAGE>

F. AUTOMATIC INVESTMENT PLAN

Your signed Application must be received at least 15 business days prior to
initial transaction.

An unsigned voided check (for checking accounts) or a savings account deposit
slip is required with your Application.

Please start my Automatic Investment Plan as described in the Prospectus
beginning: Month Year _____. I hereby instruct Firstar Mutual Fund Services,
LLC, Transfer Agent for The Medical Fund to automatically transfer $ __________
(minimum $100.00) directly from my checking, NOW, or savings account named below
on the __________ of each month or the first business day thereafter. I
understand that I will be assessed a $25 fee if the automatic purchase cannot be
made due to insufficient funds, stop payment, or for any other reason. Automatic
investment plan contributions to your IRA will be reported as current year
contributions.

-----------------------------------------------------------
NAME(S) ON BANK ACCOUNT

-----------------------------------------------------------
BANK NAME ACCOUNT NUMBER

-----------------------------------------------------------
BANK ADDRESS BANK ROUTING/ABA#

----------------------------------------------------------
SIGNATURE OF BANK ACCOUNT OWNER SIGNATURE OF JOINT OWNER
- --------------------------------------------------------------------------------
G. SYSTEMATIC WITHDRAWALS

I would like to withdraw from The Medical Fund $_______________($100.00 minimum)
as follows:

o I would like to have payments made to me on or about the __________
day of each month, or

o I would like to have payments made to me on or about the __________
day of the months that I have circled below:
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Jan. Feb. Mar. Apr. May June July Aug. Sept. Oct. Nov. Dec.
</TABLE>

o To have payments automatically deposited to your bank account.
Complete bank account information below. (A check will be mailed to
the address in Section D if this box is not checked.)

--------------------------------------------
NAME(S) ON BANK ACCOUNT

--------------------------------------------
BANK NAME ACCOUNT NUMBER

--------------------------------------------
BANK ADDRESS BANK ROUTING/ABA#

To ensure proper crediting of your bank account, please attach a voided check or
a deposit slip.

H. SIGNATURE AND CERTIFICATION REQUIRED BY THE INTERNAL REVENUE SERVICE

I have received and read the Prospectus for The Medical Fund (the "Fund"). I
understand the Fund's investment objectives and policies and agree to be bound
by the terms of the Prospectus. I am of legal age in my state of residence and
have full authority to purchase shares of the Fund and to establish and use any
related privileges.

Neither the Fund nor its transfer agent will be responsible for the authenticity
of transaction instructions received by telephone, provided that reasonable
security procedures have been followed.

By selecting the options in Section E, F, or G, I hereby authorize the Fund to
initiate credits and debits to my account at the bank indicated and for the bank
to credit or debit the same to such account through the Automated Clearing House
("ACH") system. Under the penalty of perjury, I certify that (1) the Social
Security Number or Taxpayer Identification Number shown on this form is my
correct Taxpayer Identification Number, and (2) I am not subject to backup
withholding either as a result of a failure to report all interest or dividends,
or the IRS has notified me that I am no longer subject to backup withholding.
The IRS does not require your consent to any provision of this document other
than the certifications required to avoid backup withholding.

-----------------------------------
date (Mo/Dy/Yr) Signature of owner*

------------------------------------------
date (Mo/Dy/Yr) Signature of owner, if any

* If shares are to be registered in (1) joint names, both persons should
sign, (2) a custodian for a minor, the custodian should sign, (3) a trust,
the trustee(s) should sign, or (4) a corporation or other entity, an
officer should sign and print name and title on space provided below.

-------------------------------------------------------------------------
Print name and title of officer signing for a corporation or other entity
- --------------------------------------------------------------------------------
I. E-MAIL

Please provide an E-Mail address if possible. This will be used to provide
important fund or fund related information.
_____________________________________

<PAGE>

KINETICS MUTUAL FUNDS, INC.
THE MEDICAL FUND

INVESTMENT ADVISER, Kinetics Asset Management, Inc.
ADMINISTRATOR 477 Madison Avenue, 16th Floor
New York, NY 10022

LEGAL COUNSEL Spitzer & Feldman P.C.
405 Park Avenue
New York, NY 10022

INDEPENDENT AUDITORS McCurdy and Associates CPA's, Inc.
27955 Clemens Road
Westlake, OH 44145

TRANSFER AGENT, Firstar Mutual Fund Services, LLC
FUND ACCOUNTANT, 615 East Michigan Street
SUB-ADMINISTRATOR Milwaukee, WI 53202

CUSTODIAN Firstar Bank Milwaukee, N.A.
615 East Michigan Street
Milwaukee, WI 53202

You may obtain the following and other information on the Fund free of charge:

STATEMENT OF ADDITIONAL INFORMATION (SAI) DATED____________, 1999
The SAI for the Fund provides more details about the Fund's policies and
management. The Fund's SAI is incorporated by reference into this Prospectus.

ANNUAL AND SEMI-ANNUAL REPORT
Soon after the Fund has been operating for the appropriate time, annual and
semi-annual reports will be made available. The reports will provide the Fund's
most recent portfolio listings. The annual report will contain a discussion of
the market conditions and investment strategies that affected the Fund's
performance during the last fiscal year.

TELEPHONE:
(800) 930-3828

MAIL:
Kinetics Mutual Funds, Inc.
c/o Firstar Mutual Fund Services, LLC
P.O. Box 701
Milwaukee, WI 53201-0701

INTERNET:
http://www.sec.gov (text only version)

SEC:
You may also receive a text only version of Fund documents upon payment of a
duplicating fee, by writing the Public Reference Room of the SEC, Washington,
D.C. 20549-6009. Information about the Fund (including the SAI) can be reviewed
and copied at the SEC's Public Reference Room in Washington, D.C. Please call
the SEC at 1-800-SEC-0330 for information relating to the operation of the
Public Reference Room.

1940 Act File No. 811-09303

<PAGE>

THE MEDICAL FUND
a series of Kinetics Mutual Funds, Inc.

477 Madison Avenue, 16th Floor
New York, NY 10022
(800) 930-3828

____________, 1999

STATEMENT OF ADDITIONAL INFORMATION

This Statement of Additional Information ("SAI") is not a prospectus and should
be read in conjunction with the Fund's current Prospectus dated _______, 1999.
To obtain a copy of the Prospectus, please write the Fund at the address set
forth above or call the telephone number shown above.

<PAGE>

THE MEDICAL FUND

The Fund....................................................................3
Investment Objective, Strategies, and Risks.................................3
Investment Policies and Associated Risks....................................3
Investment Restrictions.....................................................5
Temporary Investments.......................................................6
Portfolio Turnover..........................................................6
Management of the Fund......................................................6
Control Persons and Principal Holders of Securities.........................8
Investment Adviser..........................................................8
Administrative Services.....................................................9
Custodian..................................................................10
Capitalization.............................................................10
Valuation of Shares........................................................10
Purchasing Shares..........................................................10
Redemption of Shares.......................................................11
Brokerage..................................................................12
Taxes......................................................................12
Performance Information....................................................13
Independent Auditors.......................................................14
Financial Statements.......................................................15
Appendix...................................................................19

<PAGE>

THE FUND
- --------------------------------------------------------------------------------

The Medical Fund (the "Fund") is the initial series of Kinetics Mutual Funds,
Inc., a Maryland corporation incorporated on March 26, 1999. The Fund's
principal office is located at 477 Madison Avenue, 16th Floor, New York, New
York 10022. The Fund is a non-diversified, open-end management investment
company.

INVESTMENT OBJECTIVE, STRATEGIES, AND RISKS
- --------------------------------------------------------------------------------

The Fund's primary investment objective is long-term growth of capital. Except
during temporary defensive periods, not less than 65% of the Fund's total assets
(although the Fund intends, as a non-fundamental policy, to invest at least 80%
of its assets) will be invested in securities of companies engaged in the
medical research, pharmaceutical and technology industries, generally, with an
emphasis toward publicly traded entities engaged in cancer research and drug
development. The Fund is designed for long-term investors who understand and are
willing to accept the risk of loss involved in investing in a mutual fund
seeking long-term capital growth. The Fund should not be used as a trading
vehicle.

INVESTMENT POLICIES AND ASSOCIATED RISKS
- --------------------------------------------------------------------------------

The following paragraphs provide a more detailed description of the Fund's
investment policies and their associated risks identified in the Prospectus.
Unless otherwise noted, the policies described in this SAI are not fundamental
and may be changed by the Board of Directors.

COMMON AND PREFERRED STOCK
Common stocks are units of ownership of a corporation. Preferred stocks are
stocks that often pay dividends at a specific rate and have a preference over
common stocks in dividend payments and liquidation of assets. Some preference
stocks may be convertible into common stock. Convertible securities are
securities that may be converted into or exchanged for a specified amount of
common stock of the same or different issuer within a particular period of time
at a specified price or formula.

CONVERTIBLE DEBT SECURITIES
The Fund may invest in debt securities convertible into common stocks. Debt
purchased by the Fund will consist of obligations of medium-grade or higher,
having at least adequate capacity to pay interest and repay principal.
Non-convertible debt obligations will be rated BBB or higher by S&P, or Baa or
higher by Moody's. Convertible debt obligations will be rated B or higher by S&P
or B or higher by Moody's. Securities rated Baa by Moody's are considered by
Moody's to be medium-grade securities and have adequate capacity to pay
principal and interest. Bonds in the lowest investment grade category (BBB) have
speculative characteristics, with changes in the economy or other circumstances
more likely to lead to a weakened capacity of the bonds to make principal and
interest payments than would occur with bonds rated in higher categories.
Securities rated B are referred to as "high-risk" securities, generally lack
characteristics of a desirable investment, and are deemed speculative with
respect to the issuer's capacity to pay interest and repay principal over a long
period of time. See "Appendix" to this Statement of Additional Information for a
description of debt security ratings.

FIXED-INCOME SECURITIES
The fixed-income securities in which the Fund may invest are generally subject
to two kinds of risk: credit risk and market risk.

CREDIT RISK relates to the ability of the issuer to meet interest and principal
payments, as they come due. The ratings given a security by Moody's and S&P
provide a generally useful guide as to such credit risk. The lower the rating
given a security by such rating service, the greater the credit risk such rating
service perceives to exist with respect to such security. Increasing the amount
of Fund assets invested in unrate

3
<PAGE>

or lower-grade securities, while intended to increase the yield produced by
those assets, also will increase the credit risk to which those assets are
subject.

MARKET RISK relates to the fact that the market values of securities in which
the Fund may invest generally will be affected by changes in the level of
interest rates. An increase in interest rates will tend to reduce the market
values of such securities, whereas a decline in interest rates will tend to
increase their values. Medium- and lower-rated securities (Baa or BBB and lower)
and non-rated securities of comparable quality tend to be subject to wilder
fluctuations in yields and market values than higher-rated securities.
Medium-rated securities (those rated Baa or BBB) have speculative
characteristics while lower-rated securities are predominantly speculative. The
Fund is not required to dispose of debt securities whose ratings are downgraded
below these ratings subsequent to the Fund's purchase of the securities. Relying
in part on ratings assigned by credit agencies in making investments will not
protect the Fund from the risk that fixed-income securities in which the Fund
invests will decline in value, since credit ratings represent evaluations of the
safety of principal, and dividend and interest payments on preferred stocks and
debt securities, not the market values of such securities, and such ratings may
not be changed on a timely basis to reflect subsequent events.

At no time will the Fund have more than 5% of its total assets invested in any
fixed-income securities that are unrated or are rated below investment grade
either at the time of purchase or as a result of a reduction in rating after
purchase.

DEPOSITARY RECEIPTS. The Fund may invest in American Depositary Receipts
("ADRs") or other forms of depositary receipts, such as International Depositary
Receipts ("IDRs"). Depositary receipts are typically issued in connection with a
U.S. or foreign bank or trust company which evidence ownership of underlying
securities issued by a foreign corporation. Investments in these types of
foreign securities involve certain inherent risks generally associated with
investments in foreign securities, including the following:

Political and Economic Factors. Individual foreign economies of certain
countries may differ favorably or unfavorably from the United States' economy in
such respects as growth of gross national product, rate of inflation, capital
reinvestment, resource self-sufficiency, diversification and balance of payments
position. The internal politics of certain foreign countries may not be as
stable as those of the United States. Governments in certain foreign countries
also continue to participate to a significant degree, through ownership interest
or regulation, in their respective economies. Action by these governments could
include restrictions on foreign investment, nationalization, expropriation of
goods or imposition of taxes, and could have a significant effect on market
prices of securities and payment of interest. The economies of many foreign
countries are heavily dependent upon international trade and are accordingly
affected by the trade policies and economic conditions of their trading
partners. Enactment by these trading partners of protectionist trade legislation
could have a significant adverse effect upon the securities markets of such
countries.

Currency Fluctuations. A change in the value of any foreign currency
against the U.S. dollar will result in a corresponding change in the U.S. dollar
value of an ADR's underlying portfolio securities denominated in that currency.
Such changes will affect the Fund to the extent that the Fund is invested in
ADR's comprised of foreign securities.

Taxes. The interest and dividends payable on certain foreign securities
comprising an ADR may be subject to foreign withholding taxes, thus reducing the
net amount of income to be paid to the Fund and that may, ultimately, be
available for distribution to the Fund's shareholders.

ELECTION TO INVEST FUND ASSETS PURSUANT TO MASTER/FEEDER FUND STRUCTURE

4
<PAGE>

policies as the Fund. The Master/Feeder Fund Structure is an arrangement that
allows several investment companies with different shareholder-related features
or distribution channels, but having substantially the same investment
objective, policies and restrictions, to combine their investments by investing
all of their assets in the same portfolio instead of managing them separately.

Conversion to a Master/Feeder Fund Structure may serve to attract other
collective investment vehicles with different shareholder servicing or
distribution arrangements and with shareholders that would not have invested in
the Fund. In this event, additional assets may allow for operating expenses to
be spread over a larger asset base. In addition, a Master/Feeder Fund Structure
may serve as an alternative for large, institutional investors in the Fund who
may prefer to offer separate, proprietary investment vehicles and who otherwise
might establish such vehicles outside of the Fund's current operational
structure. Conversion to a Master/Feeder Fund Structure may also allow the Fund
to stabilize its expenses and achieve certain operational efficiencies. No
assurance can be given, however, that the Master/Feeder Fund Structure will
result in the Fund stabilizing its expenses or achieving greater operational
efficiencies.

The Fund's methods of operation and shareholder services would not be materially
affected by its investment in another investment company ("Master Portfolio")
having substantially the same investment objective and polices as the Fund,
except that the assets of the Fund may be managed as part of a larger pool. If
the Fund invested all of its assets in a Master Portfolio, it would hold only
beneficial interests in the Master Portfolio; the Master Portfolio would
directly invest in individual securities of other issuers. The Fund would
otherwise continue its normal operation. The Board would retain the right to
withdraw the Fund's investment from its corresponding Master Portfolio at any
time it determines that it would be in the best interest of shareholders; the
Fund would then resume investing directly in individual securities of other
issuers or invest in another Master Portfolio.

There is no present intention to convert the Fund to a Master/ Feeder Fund
structure. The Board of Directors has authorized this fundamental investment
policy to facilitate such a conversion in the event that the Board of Directors
determines that such a conversion is in the best interest of the Fund's
shareholders. If the Board so determines, it will consider and evaluate specific
proposals prior to the implementation of the conversion to a Master/Feeder Fund
Structure. Further, the Fund's Prospectus and Statement of Additional
Information would be amended to reflect the implementation of the Fund's
conversion and its shareholders would be notified.

INVESTMENT RESTRICTIONS
- --------------------------------------------------------------------------------

The Fund is subject to certain investment restrictions described here, which may
be changed only with the approval of the holders of a majority of the Fund's
outstanding shares.

1. The Fund will not act as underwriter for securities of other issuers except
to the extent the Fund may be deemed an underwriter in selling its own
portfolio securities.

2. The Fund will not make loans. The purchase of a portion of a readily
marketable issue of publicly distributed bonds, debentures or other debt
securities will not be considered the making of a loan.

3. With respect to 50% of its total assets, the Fund will not invest in the
securities of any issuer if as a result the Fund holds more than 10% of the
outstanding securities or more than 10% of the outstanding voting
securities of such issuer.

4. The Fund will not borrow money or pledge, mortgage, or hypothecate its
assets except to facilitate redemption requests that might otherwise
require untimely disposition of portfolio securities and then only from
banks and in amounts not exceeding the lesser of 10% of its total assets
valued at cost or 5% of its total assets valued at market at the time of
such borrowing, pledge, mortgage, or hypothecation and except that the Fund
may enter into futures contracts and related options.

5
<PAGE>

5. The Fund will not invest more than 10% of the value of its net assets in
illiquid securities, restricted securities, and other securities for which
market quotations are not readily available.

6. The Fund will not invest in the securities of any one industry except the
cancer research and treatment related industries (which may include other
medical and pharmaceutical related industries), with the exception of
securities issued or guaranteed by the U.S. Government, its agencies, and
instrumentality's, if as a result, more than 20% of the Fund's total assets
would be invested in the securities of such industry. Except during
temporary defensive periods, not less than 65% of the Fund's total assets
will be invested in the securities of companies engaged in the medical
research, pharmaceutical and technology industries, generally, with an
emphasis toward publicly traded entities engaged in cancer research and
drug development.

7. The Fund will not purchase or sell commodities or commodity contracts, or
invest in oil, gas or mineral exploration or development programs or real
estate except that the Fund may purchase and sell securities of companies
that deal in oil, gas, or mineral exploration or development programs or
interests therein.

8. The Fund will not issue senior securities.

If a percentage limitation is satisfied at the time of investment, a later
increase or decrease in such percentage resulting from a change in value in the
Fund's portfolio securities will not constitute a violation of such limitation.

TEMPORARY INVESTMENTS
- --------------------------------------------------------------------------------

Due to the changing nature of the medical research, biopharmaceutical and
treatment industry, the national economy and market conditions, the Fund may, as
a temporary defensive measure, invest without limitation, in short-term money
market securities with a rating of A2-P2 or higher.

In order to have funds available for redemption and investment opportunities,
the Fund may also hold a portion of its portfolio in cash or U.S. short-term
money market instruments. Certificates of deposit purchased by the Fund will be
those of U.S. banks having total assets at the time of purchase in excess of $1
billion, and bankers' acceptances purchased by the Fund will be guaranteed by
U.S. or foreign banks having total assets at the time of purchase in excess of
$1 billion. The Fund anticipates that not more than 10% of its total assets will
be so invested or held in cash at any given time, except when the Fund is in a
temporary defensive posture.

PORTFOLIO TURNOVER
- --------------------------------------------------------------------------------

In order to qualify for the beneficial tax treatment afforded regulated
investment companies, and to be relieved of Federal tax liabilities, the Fund
must distribute substantially all of its net income to shareholders generally on
an annual basis. Thus, the Fund may have to dispose of portfolio securities
under disadvantageous circumstances to generate cash or borrow cash in order to
satisfy the distribution requirement. The Fund does not trade in securities for
short-term profits but, when circumstances warrant, securities may be sold
without regard to the length of time they have been held.

MANAGEMENT OF THE FUND
- --------------------------------------------------------------------------------
BOARD OF DIRECTORS

The Fund is managed by a Board of Directors. The Fund's Board of Directors
consist of eight individuals, six of whom are not "interested persons" of the
Fund as that term is defined in the Investment Company Act of 1940, as amended
(the "1940 Act"). The Directors are fiduciaries for the Fund's

6
<PAGE>

shareholders and are governed by the laws of the State of Maryland in this
regard. They establish policies for the operation of the Fund and appoint the
officers who conduct the daily business of the Fund. Officers and directors are
listed below with their addresses, present positions with the Fund and principal
occupations over at least the last five years.

- ----------------------------------- --------- ------------------------ -------------------------------------------
NAME AND ADDRESS AGE POSITION PRINCIPAL OCCUPATION
DURING THE PAST FIVE YEARS
- ----------------------------------- --------- ------------------------ -------------------------------------------
<S> <C> <C> <C>
*Steven R. Samson 45 President & Chairman President and CEO, Kinetics Asset
342 Madison Avenue of the Board Management, Inc. (1999 to Present);
New York, NY 10173 President, The Internet Fund, Inc. (1999
to Present); Managing Director, Chase
Manhattan Bank (1993 to 1993).
- ----------------------------------- --------- ------------------------ -------------------------------------------

*Kathleen Campbell 34 Director Attorney, Campbell and Campbell,
2 Madison Avenue Counselors-at-Law (1995 to Present).

Valhalla, NY 10595
- ----------------------------------- --------- ------------------------ -------------------------------------------

Steven T. Russell 36 Independent Director Attorney and Counselor at Law,
146 Fairview Avenue Steven Russell Law Firm (1994 to
Bayport, NY 117045 Present); Professor of Business Law,
Suffolk County Community College (1997 to
Present).

- ----------------------------------- --------- ------------------------ -------------------------------------------
Douglas Cohen, C.P.A 36 Independent Director Wagner, Awerma & Strinberg, LLP Certified
6 Saywood Lane Public Accountant (1997 to present); Leon
Stonybrook, NY 11790 D. Alpern & Co. (1985 to 1997)

- ----------------------------------- --------- ------------------------ -------------------------------------------
William J. Graham 37 Independent Director Attorney, Bracken & Margolin, LLP (1997
20 Franklin Boulevard to Present).
Long Beach, NY 11561 Gabor & Gabor (1995 to 1997)
- ----------------------------------- --------- ------------------------ -------------------------------------------
Murray Stahl 46 Independent Director President, Horizon Asset Management, an
342 Madison Avenue investment adviser (1994 to Present).
New York, NY 10173
- ----------------------------------- --------- ------------------------ -------------------------------------------

Joseph E. Breslin 45 Independent Director President, J.E. Breslin & Co., an
100 Park Avenue Suite 1600 investment management consulting firm
New York, NY 10017 (1994 to Present).

- ----------------------------------- --------- ------------------------ -------------------------------------------
John J. Sullivan 68 Independent Director Retired; Senior Advisor, Long Term Credit
31 Hemlock Drive Bank of Japan, Ltd.; Executive Vice
Sleepy Hollow, NY 10591 President, LTCB Trust Company.
- ----------------------------------- --------- ------------------------ -------------------------------------------
Lee W. Schultheis 43 Vice President & Managing Director & COO of Kinetics Asset
342 Madison Avenue Treasurer Management (1999 to Present); President &
New York, NY 10173 Director of Business. Development, Vista
Fund Distributor, Inc. (1995 to 1999);
Managing Director, Forum Financial Group,
a mutual fund services company.
- ----------------------------------- --------- ------------------------ -------------------------------------------
</TABLE>

*Interested persons as defined in the 1940 Act.

COMPENSATION

For their service as Directors, the Independent Directors receive a fee of $5000
per year and $1000 per meeting attended, as well as reimbursement for expenses
incurred in connection with attendance at such meetings. The "interested
persons" of the Fund receive no compensation for their service as Directors.
Because the Fund has recently commenced investment operations, the Independent
Directors have not

7
<PAGE>

received any compensation at this time. None of the executive officers receive
compensation from the Fund.

- ---------------------------- ----------------- ----------------------- ---------------------- ------------------------
NAME AND POSITION AGGREGATE PENSION OR RETIREMENT ESTIMATED ANNUAL TOTAL COMPENSATION
COMPENSATION BENEFITS ACCRUED AS BENEFITS UPON FROM TRUST AND FUND
FROM TRUST PART OF TRUST EXPENSES RETIREMENT COMPLEX PAID TO
TRUSTEES
- ---------------------------- ----------------- ----------------------- ---------------------- ------------------------
<S> <C> <C> <C> <C>
Steven R. Samson None None None None
Chairman and Director
Kathleen Campbell None None None None
Director
Steven T. Russell None None None None
Independent Director
Douglas Cohen, CPA None None None None
Independent Director
William J. Graham None None None None
Independent Director
Murray Stahl None None None None
Independent Director
Joseph E. Breslin None None None None
Independent Director
John J. Sullivan None None None None
Independent Director
- ---------------------------- ----------------- ----------------------- ---------------------- ------------------------
</TABLE>

CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES
- --------------------------------------------------------------------------------
Currently, there are no control persons or principal holders of securities of
the Fund. Control persons are persons deemed to control the Fund because they
beneficently own in excess of 25% of the outstanding equity securities.
Principal holders are persons that beneficially own 5% more of the Fund's
outstanding shares.

MANAGEMENT OWNERSHIP
As a group, the officers and directors of the Fund own less than 1% of the
outstanding shares of the Fund.

INVESTMENT ADVISER
- --------------------------------------------------------------------------------

Kinetics Asset Management, Inc. ("Kinetics" or the "Adviser") is a New York
corporation that serves as the investment adviser to the Fund. Peter B. Doyle is
the Chairman of the Board of Directors and Chief Investment Strategist of
Kinetics Asset Management, Inc. Steven R. Samson is the President and Chief
Executive Officer of Kinetics Asset Management, Inc.. Mr. Samson has over 24
years experience the mutual funds and financial services industries. Mr. Samson
is the president of The Internet Fund, Inc. Mr. Lee Schultheis is the Managing
Director and Chief Operating Officer of Kinetics Asset Management, Inc. Mr.
Schultheis has more than 20 years experience in the mutual funds and financial
services industries.

On September 1, 1999, the Board of the Directors of the Fund approved a
management and advisory contract (the "Agreement") with Kinetics. This Agreement
continues on a year-to-year basis provided that specific approval is voted at
least annually by the Board of Directors of the Fund or by the vote of the
holders of a majority of the outstanding voting securities of the Fund. In
either event, it must also be approved by a majority of the directors of the
Fund who are neither parties to the Agreement nor

8
<PAGE>

"interested persons" as defined in the 1940 Act at a meeting called for the
purpose of voting on such approval. The Adviser's decisions are made subject to
direction of the Fund's board of directors. The Agreement may be terminated at
any time, without the payment of any penalty, by the Board of Directors or by
vote of a majority of the outstanding voting securities of the Fund. Ultimate
decisions as to the investment policy and as to individual purchases and sales
of securities are made by the Fund's officers and Directors.

Under the Agreement, Kinetics furnishes investment advice to the Fund by
continuously reviewing the portfolio and recommending to the Fund when, and to
what extent, securities should be purchased or disposed. Pursuant to the
Agreement, the Adviser:

(1) renders research, statistical and advisory services to the Fund;
(2) makes specific recommendations based on the Fund's investment
requirements;

(3) pays the salaries of those of the Fund's employees who may be officers
or directors or employees of the investment adviser.

For these services, the Fund has agreed to pay to Kinetics an annual fee of
1.25% of the Fund's average daily net assets. All fees are computed on the
average daily closing net asset value of the Fund and are payable monthly.
The fee is higher than the fee paid by most other funds.

Fees of the custodian, administrator, fund accountant and transfer agent are
paid by the Fund. The Fund pays all other expenses, including:

o fees and expenses of directors not affiliated with the Adviser;
o legal and accounting fees;
o interest, taxes, and brokerage commissions; and
o record keeping and the expense of operating its offices.

The Adviser receives a shareholder servicing fee pursuant to a Shareholder
Servicing Agreement in an amount equal to 0.25% of the Fund's average daily net
assets. The Adviser is responsible for paying a portion of these shareholder
servicing fees to various shareholder servicing agents which have a written
shareholder servicing agreement with the Adviser and which perform shareholder
servicing functions and maintenance of shareholder accounts on behalf of their
clients who own shares of the Fund.

ADMINISTRATIVE SERVICES
- --------------------------------------------------------------------------------

Kinetics also serves as Administrator of the Fund. Under an Administrative
Services Agreement with the Fund, Kinetics will be entitled to receive an annual
administration fee equal to 0.15% of the Fund's average daily net assets, of
which the Adviser will be responsible for the payment of a portion of such fees
to Firstar Mutual Fund Services, LLC ("Firstar") for certain sub-administrative
services rendered to the Fund by Firstar.

Firstar, 615 East Michigan Street, Milwaukee, Wisconsin 53202, also serves as
the Fund's accountant and transfer agent. As such, Firstar provides certain
shareholder services and record management services as well as acts as the
Fund's dividend paying agent.

Administrative services include, but are not limited to, providing office space,
equipment, telephone facilities, various personnel, including clerical and
supervisory, and computers, as is necessary or beneficial to:

o establish and maintain shareholders' accounts and records,
o process purchase and redemption transactions,
o process automatic investments of client account cash balances,
o answer routine client inquiries regarding the Fund,
o assist clients in changing dividend options,

9
<PAGE>

o account designations, and addresses, and
o providing such other services as the Fund may reasonably request.

CUSTODIAN
- --------------------------------------------------------------------------------

Firstar Bank Milwaukee, N.A. is custodian for the securities and cash of the
Fund. Under the Custodian Agreement, Firstar Bank Milwaukee, N.A. holds the
Fund's portfolio securities in safekeeping and keeps all necessary records and
documents relating to its duties. The custodian receives an annual fee equal to
0.015% of the Fund's average daily net assets with a minimum annual fee of
$3,000.

CAPITALIZATION
- --------------------------------------------------------------------------------

The authorized capitalization of the Fund consists of 10,000,000 shares of
common stock of $0.001 par value per share. Each share has equal dividend,
distribution and liquidation rights. There are no conversion or preemptive
rights applicable to any shares of the Fund. All shares issued are fully paid
and non-assessable. Each holder of common stock has one vote for each share
held. Voting rights are non-cumulative.

VALUATION OF SHARES
- --------------------------------------------------------------------------------

Shares of the Fund are sold on a continual basis at the net asset value per
share next computed following acceptance of an order by the Fund. The Fund's net
asset value per share for the purpose of pricing purchase and redemption orders
is determined at the close of normal trading (currently 4:00 p.m. EST) on each
day the New York Stock Exchange ("NYSE") is open for trading. The NYSE is closed
on the following holidays: New Year's Day, Martin Luther King, Jr.'s Day,
President's Day, Good Friday, Memorial Day, Independence Day, Labor Day,
Thanksgiving Day and Christmas Day.

Securities listed on a U.S. securities exchange or Nasdaq for which market
quotations are readily available are valued at the last quoted sale price on the
day the valuation is made. Price information on listed securities is taken from
the exchange where the security is primarily traded. Options, futures, unlisted
U.S. securities and listed U.S. securities not traded on the valuation date for
which market quotations are readily available are valued at the mean of the most
recent quoted bid and asked price.

Fixed-income securities (other than obligations having a maturity of 60 days or
less) are normally valued on the basis of quotes obtained from pricing services,
which take into account appropriate factors such as institutional sized trading
in similar groups of securities, yield, quality, coupon rate, maturity, type of
issue, trading characteristics and other market data. Fixed-income securities
purchased with remaining maturities of 60 days or less are valued at amortized
cost if it reflects fair value. In the event that amortized cost does not
reflect market, market prices as determined above will be used. Other assets and
securities for which no quotations are readily available (including restricted
securities) will be valued in good faith at fair value using methods determined
by the Board of Directors of the Fund.

PURCHASING SHARES
- --------------------------------------------------------------------------------

Shares of the Fund are sold in a continuous offering and may be purchased on any
business day though authorized investment dealers or directly from the Fund.
Except for the Fund itself, the investment dealers that have an effective sales
agreement with the Fund are authorized to sell shares of the Fund.

10
<PAGE>

STOCK CERTIFICATES AND CONFIRMATIONS

The Fund does not intend to issue stock certificates representing shares
purchased. Confirmations of the opening of an account and of all subsequent
transactions in the account are forwarded by the Fund to the shareholder's
address of record.

SPECIAL INCENTIVE PROGRAMS
At various times the Fund may implement programs under which a dealer's sales
force may be eligible to win nominal awards for certain sales efforts or
recognition program conforming to criteria established by the Fund, or
participate in sales programs sponsored by the Fund. In addition, the Adviser,
in its discretion may from time to time, pursuant to objective criteria
established by the Adviser, sponsor programs designed to reward selected dealers
for certain services or activities that are primarily intended to result in the
sale of shares of the Fund. These program will not change the price you pay for
your shares or the amount that the Fund will receive from such sale.

INVESTING THROUGH AUTHORIZED DEALERS
If any authorized dealer receives an order of at least $1,000, the dealer may
contact the Fund directly. Orders received by dealers by the close of trading on
the New York Stock Exchange on a business day that are transmitted to the Fund
by 4:00 p.m. EST on that day will be effected at the net asset value per share
determined as of the close of trading on the New York Stock Exchange on that
day. Otherwise, the orders will be effected at the next determined net asset
value. It is the dealer's responsibility to transmit orders so that they will be
received by the Distributor before 4:00 p.m. EST.

REDEMPTION OF SHARES
- --------------------------------------------------------------------------------

To redeem shares, shareholders may send a written request in "good order" to:

The Medical Fund

Kinetics Mutual Funds, Inc.
c/o Firstar Mutual Fund Services
P.O. Box 701
Milwaukee, WI 53201-0701
(800) 930-3828

A written request in "good order" to redeem shares must include:

o the shareholder's name,

o the fund name,

o the account number,

o the share or dollar amount to be redeemed, and

o signatures by all shareholders on the account.

The proceeds will be wired to the bank account of record or sent to the address
of record within seven days.

If shareholders request redemption proceeds be sent to an address other than
that on record with the funds or proceeds made payable other than to the
shareholder(s) of record, the written request must have signatures guaranteed
by:

o a trust company or commercial bank whose deposits are insured by the BIF,
which is administered by the FDIC;
o a member of the New York, Boston, American, Midwest, or Pacific Stock
Exchange;
o a savings bank or savings association whose deposits are insured by the
SAIF, which is administered by the FDIC; or

11
<PAGE>

o any other "eligible guarantor institution" as defined in the Securities
Exchange Act of 1934.

The Fund does not accept signatures guaranteed by a notary public.

The Fund and its transfer agent have adopted standards for accepting signature
guarantees from the above institutions. The Fund may elect in the future to
limit eligible signature guarantors to institutions that are members of a
signature guarantee program. The Fund and its transfer agent reserve the right
to amend these standards at any time without notice.

BROKERAGE
- --------------------------------------------------------------------------------

The Adviser requires all brokers to effect transactions in portfolio securities
in such a manner as to get prompt execution of the orders at the most favorable
price.

The Adviser selects brokers who, in addition to meeting primary requirements of
execution and price, may furnish statistical or other factual information and
services, which, in the opinion of the Adviser, are helpful or necessary to the
Fund's normal operations. Information or services may include economic studies,
industry studies, statistical analysis, corporate reports or other forms of
assistance to the Fund or its Adviser. No effort is made to determine the value
of these services or the amount they might have reduced expenses of the Adviser.

Other than set forth above, the Fund has no fixed policy, formula, method or
criteria that it uses in allocating brokerage business to brokers furnishing
these materials and services. The Board of Directors evaluates and reviews the
reasonableness of brokerage commissions paid semiannually.

TAXES
- --------------------------------------------------------------------------------

Under provisions of Sub-Chapter M of the Internal Revenue Code of 1986 as
amended, the Fund, by paying out substantially all of its investment income and
realized capital gains, has been and intends to continue to be relieved of
federal income tax on the amounts distributed to shareholders. In order to
qualify as a "regulated investment company" under Sub-Chapter M, at least 90% of
the Fund's income must be derived from dividends, interest and gains from
securities transactions. No more than 50% of the Fund's assets may be in
security holdings that exceed 5% of the total assets of the Fund at the time of
purchase.

Distribution of any net long-term capital gains realized by the Fund will be
taxable to the shareholder as long-term capital gains, regardless of the length
of time Fund shares have been held by the investor. All income realized by the
Fund, including short-term capital gains, will be taxable to the shareholder as
ordinary income. Dividends from net income will be made annually or more
frequently at the discretion of the Fund's Board of Directors. Dividends
received shortly after purchase of shares by an investor will have the effect of
reducing the per share net asset value of his shares by the amount of such
dividends or distributions and, although in effect a return of capital, are
subject to federal income taxes.

The Fund is required by federal law to withhold 31% of reportable payments
(which may include dividends, capital gains, distributions, and redemptions)
paid to shareholders who have not complied with IRS regulations. In order to
avoid this withholding requirement, you must certify on a W-9 tax form supplied
by the Fund that your Social Security or Taxpayer Identification Number provided
is correct and that you are not currently subject to back-up withholding, or
that you are exempt from back-up withholding.

12
<PAGE>

PERFORMANCE INFORMATION
- --------------------------------------------------------------------------------

TOTAL RETURN
Average annual total return quotations used in the Fund's advertising and
promotional materials are calculated according to the following formula:

P(1+T)n = ERV

where P equals a hypothetical initial payment of $1,000; T equals average annual
total return; n equals the number of years; and ERV equals the ending redeemable
value at the end of the period of a hypothetical $1,000 payment made at the
beginning of the period.

Under the foregoing formula, the time periods used in advertising will be based
on rolling calendar quarters, updated to the last day of the most recent quarter
prior to submission of the advertising for publication. Average annual total
return, or "T" in the above formula, is computed by finding the average annual
compounded rates of return over the period that would equate the initial amount
invested to the ending redeemable value. Average annual total return assumes the
reinvestment of all dividends and distributions.

CUMULATIVE TOTAL RETURN
Cumulative total return represents the simple change in value of an investment
over a stated period and may be quoted as a percentage or as a dollar amount.
Total returns may be broken down into their components of income and capital
(including capital gains and changes in share price) in order to illustrate the
relationship between these factors and their contributions to total return.

YIELD
Annualized yield quotations used in a Fund's advertising and promotional
materials are calculated by dividing the Fund's interest income for a specified
thirty-day period, net of expenses, by the average number of shares outstanding
during the period, and expressing the result as an annualized percentage
(assuming semi-annual compounding) of the net asset value per share at the end
of the period. Yield quotations are calculated according to the following
formula:

YIELD = 2[(a-b + 1)6 - 1]
c-d

where "a" equals dividends and interest earned during the period; "b" equals
expenses accrued for the period, net of reimbursements; "c" equals the average
daily number of shares outstanding during the period that are entitled to
receive dividends; and "d" equals the maximum offering price per share on the
last day of the period.

For purposes of these calculations, the maturity of an obligation with one or
more call provisions is assumed to be the next date on which the obligation
reasonably can be expected to be called or, if none, the maturity date.

OTHER INFORMATION
The Fund's performance data quoted in advertising and other promotional
materials represents past performance and is not intended to predict or indicate
future results. The return and principal value of an investment in a Fund will
fluctuate, and an investor's redemption proceeds may be more or less than the
original investment amount.

If permitted by applicable law, the Fund may advertise the performance of
registered investment companies or private accounts that have investment
objectives, policies and strategies substantially similar to those of the Fund.

13
<PAGE>

COMPARISON OF FUND PERFORMANCE
The performance of a Fund may be compared to data prepared by Lipper Analytical
Services, Inc., CDA Investment Technologies, Inc., Morningstar, Inc., the
Donoghue Organization, Inc. or other independent services which monitor the
performance of investment companies, and may be quoted in advertising in terms
of its ranking in each applicable universe. In addition, the Fund may use
performance data reported in financial and industry publications, including
Barron's, Business Week, Forbes, Fortune, Investor's Daily, IBC/Donoghue's Money
Fund Report, Money Magazine, The Wall Street Journal and USA Today.

The Fund may from time to time use the following unmanaged indices for
performance comparison purposes:

o S&P 500 - The S&P 500 is a Fund of 500 stocks designed to mimic
the overall equity market's industry weightings. Most, but not
all, large capitalization stocks are in the index. There are also
some small capitalization names in the index. The list is
maintained by Standard & Poor's Corporation. It is market
capitalization weighted. There are always 500 issuers in the S&P
500. Changes are made by Standard & Poor's as needed.

o Russell 2000 - The Russell 2000 is composed of the 2,000 smallest stocks
in the Russell 3000, a market value weighted index of the 3,000 largest
U.S. publicly-traded companies.

INDEPENDENT AUDITORS

- --------------------------------------------------------------------------------

McCurdy and Associates, CPA's, Inc., 27995 Clemens Road, Westlake, Ohio 44145,
serves as the Fund's independent auditors, whose services include examination of
the Fund's financial statements and the performance of other related audit and
tax services.

14
<PAGE>

FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------

KINETICS MUTUAL FUNDS, INC
STATEMENT OF ASSETS AND LIABILITIES
AUGUST 24, 1999

The Medical Fund

ASSETS:
Cash in Bank $ 100,000
-------------
Total Assets $ 100,000
-------------

LIABILITIES: $ 0
-------------

Total Liabilities $ 0
-------------

NET ASSETS $ 100,000
-------------

NET ASSETS CONSIST OF:
Capital Paid In $ 100,000
-------------

OUTSTANDING SHARES
10,000,000 Shares
Authorized With $0.01 Par Value 10,000

NET ASSET VALUE PER SHARE $10.00

OFFERING PRICE PER SHARE $10.00

See accompanying notes and accountant's audit report

15
<PAGE>

KINETICS MUTUAL FUNDS, INC.
NOTES TO FINANCIAL STATEMENTS
August 24, 1999

1. ORGANIZATION
The Medical Fund (the "Fund") is the first series of Kinetics Mutual
Mutual Funds, Inc., a Maryland corporation incorporated on March 26,
1999. The Fund is a non-diversified, open-end management investment
company.

The Fund uses an independent custodian and transfer agent. No
transactions other than those relating to organizational matters and the
sale of 10,000 shares of the Medical Fund have taken place to date.

The Fund's primary investment objective is long-term capital growth.

2. CONTROL PERSONS
As of August 24, 1999, all of the outstanding shares of the Fund were
owned by Kinetics Asset Management, Inc. a New York corporation that
serves as the investment adviser to the Fund. A shareholder who
beneficially owns, directly or indirectly, more than 25% of the Fund's
voting securities may be deemed a "control person" (as defined in the
1940 Act) of the Fund.

3. RELATED PARTY TRANSACTIONS
The Fund has a management and advisory agreement with Kinetics Asset
Management, Inc. which is a registered investment advisor under the
Investment Advisers Act of 1940. Under the agreement, Kinetics Asset
Management, Inc. furnishes investment advice to the Fund by continuously
reviewing the portfolio and recommending to the Fund when, and to what
extent, securities should be purchased or disposed. Pursuant to the
agreement, the Investment Advisor:

1. renders research, statistical and advisory services to the Fund;

2. makes specific recommendations based on the Fund's investment
requirements;

3. pays the salaries of those of the Fund's employees who may be
officers or directors or employees of the Investment Advisor.

For these services, the Fund has agreed to pay to Kinetics Asset
management, Inc. an annual fee of 1.25% of the Fund's average daily net
assets. All fees are computed on the average daily closing net asset
value of the Fund and are payable monthly.

Kinetics Asset Management, Inc. ("Kinetics") serves as Administrator of
the Fund. Under an Administrative Services Agreement with the Fund,
Kinetics will be entitled to receive an annual administration fee equal
to 0.15% of the Fund's average daily net assets, of which the Adviser
will be responsible for the payment of a portion of such fees to Firstar
Mutual Fund Services, LLC ("Firstar") for certain sub-administrative
services rendered to the Fund by Firstar.

Firstar also serves as the Fund's accountant and transfer agent. As such,
Firstar provides certain shareholder services and record management
services as well as acts as the Fund's dividend paying agent.

16
<PAGE>

KINETICS MUTUAL FUNDS, INC.
NOTES TO FINANCIAL STATEMENTS (CONT'D)
August 24, 1999

3. RELATED PARTY TRANSACTIONS (CONT'D)
Kinetics is also responsible for paying various shareholder servicing
agents for performing shareholder servicing functions and maintaining
shareholder accounts. These agents have written shareholder servicing
agreements with Kinetics and perform these functions on behalf of their
clients who own shares of the Fund. For this service, Kinetics receives
an annual shareholder fee from the Fund of 0.25% of the Fund's average
daily net assets.

Fees of the custodian, administrator, fund accountant, and transfer agent
are paid by the Fund. The Fund pays all other expenses, including:

o fees and expenses of directors not affiliated with the Advisor;

o legal and accounting fees;

o interest, taxes, and brokerage commissions; and

o record keeping and the expense of operating its offices.

Certain officers and/or directors of Kinetics Asset Management,
Inc. are also officers and/or directors of the Fund.

4. CAPITAL STOCK AND DISTRIBUTION
At August 24, 1999, the authorized capitalization of the Fund consists
of 10,000,000 shares of common stock of $0.01 par value per share. Each
share has equal dividend, distribution and liquidation rights. There are
no conversion or preemptive rights applicable to any shares of the Fund.
All shares issued are fully paid and non-assessable. Each holder of
common stock has one vote for each share held. Voting rights are
non-cumulative. Transactions in capital stock were as follows:

Shares Sold:
The Medical Fund 10,000

Shares Redeemed:
The Medical Fund 0
------
Net Increase:
The Medical Fund 10,000
------
Shares Outstanding:
The Medical Fund 10,000
------

17
<PAGE>

To the Shareholders and Board of Directors
Kinetics Mutual Funds, Inc.:

We have audited the accompanying statement of assets and liabilities of Kinetics
Mutual Funds, Inc. (comprising, respectively, The Medical Fund) as of August 24,
1999. This financial statement is the responsibility of the Company's
management. Our responsibility is to express an opinion on this financial
statement based on our audit.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the statement of assets and liabilities is free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the statement of assets and
liabilities. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
statement of assets and liabilities presentation. Our procedures included
confirmation of cash held by the custodian as of August 24, 1999, by
correspondence with the custodian. We believe that our audit provides a
reasonable basis for our opinion.

In our opinion, the statement of assets and liabilities referred to above
presents fairly, in all material respects, the financial position of The Medical
Fund constituting Kinetics Mutual Funds, Inc. as of August 24, 1999, in
conformity with generally accepted accounting principles.

McCurdy & Associates CPA's, Inc.
Westlake, Ohio
August 24, 1999

18
<PAGE>

APPENDIX
- --------------------------------------------------------------------------------

STANDARD & POOR'S ("S&P") CORPORATE BOND RATING DEFINITIONS

AAA-Debt rated "AAA" has the highest rating assigned by S&P. Capacity to pay
interest and repay principal is extremely strong.

AA-Debt rated "AA" has a very strong capacity to pay interest and repay
principal and differs from the higher-rated issues only in small degree.

A-Debt rated "A" has a strong capacity to pay interest and repay principal,
although it is somewhat more susceptible to the adverse effects of changes in
circumstances and economic conditions than debt in higher-rated categories.

BBB-Debt rated "BBB" is regarded as having an adequate capacity to pay interest
and repay principal. Whereas it normally exhibits adequate protection
parameters, adverse economic conditions or changing circumstances are more
likely to lead to a weakened capacity to pay interest and repay principal for
debt in this category than in higher-rated categories.

BB, B, CCC, CC-Debt rated "BB", "B", "CCC", and "CC" is regarded, on balance, as
predominantly speculative with respect to capacity to pay interest and repay
principal in accordance with the terms of the obligation. "BB" indicates the
lowest degree of speculation and "CC" the highest degree of speculation. While
such debt will likely have some quality and protective characteristics, these
are outweighed by large uncertainties of major risk exposures to adverse
conditions.

CI-The rating "CI" is reversed for income bonds on which no interest is being
paid.

D-Debt rated "D" is in default, and payment of interest and/or repayment of
principal is in arrears.

MOODY'S INVESTORS SERVICE, INC. CORPORATE BOND RATING DEFINITIONS

Aaa-Bonds which are rated "Aaa" are judged to be of the best quality. They carry
the smallest degree of investment risk and are generally referred to as "gilt
edged." Interest payments are protected by a large or an exceptionally stable
margin and principal is secure. While the various protective elements are likely
to change, such changes as can be visualized are most unlikely to impair the
fundamentally strong position of such issues.

Aa-Bonds which are rated "Aa" are judged to be of high quality by all standards.
Together with the Aaa group, they comprise what are generally known as
high-grade bonds. They are rated lower than the best bonds because margins of
protection may not be as large as in Aaa securities or fluctuation of protective
elements may be of greater amplitude or there may be other elements present that
make the long-term risks appear somewhat larger than in Aaa securities.

A-Bonds which are rated "A" possess many favorable investment attributes and are
to be considered as upper medium-grade obligations. Factors giving security to
principal and interest are considered adequate but elements may be present which
suggest a susceptibility to impairment sometime in the near future.

Baa-Bonds which are rated "Baa" are considered as medium-grade obligations
(i.e., they are neither highly protected nor poorly secured). Interest payments
and principal security appear adequate for the present but certain protective
elements may be lacking or may be characteristically unreliable over any great
length of time. Such bonds lack outstanding investment characteristics and, in
fact, have speculative characteristics as well.

Ba-Bonds which are "Ba" are judged to have speculative elements; their future
cannot be considered well assured. Often the protection of interest and
principal payments may be very moderate and thereby not well safeguarded during
both good and bad times over the future. Uncertainty of position characterizes
bonds in this class.

19
<PAGE>

B-Bonds which are rated "B" generally lack characteristics of a desirable
investment. Assurance of interest and principal payments or of maintenance of
other terms of the contract over any long period of time may be small.

Caa-Bonds which are rated "Caa" are of poor standing. Such issues may be in
default or there may be present elements of danger with respect to principal or
interest.

CA-Bonds which are "Ca" represent obligations which are speculative in a high
degree. Such issues are often in default or have other marked shortcomings.

C-Bonds which are rated "C" are the lowest rated class of bonds, and issues so
rated can be regarded as having extremely poor prospects of ever attaining any
real investment standing.

FITCH INVESTORS SERVICE, INC. BOND RATING DEFINITIONS

AAA-Bonds considered to be investment grade and of the highest credit quality.
The obligor has an exceptionally strong ability to pay interest and repay
principal, which is unlikely to be affected by reasonably foreseeable events.

AA-Bonds considered to be investment grade and of very high credit quality. The
obligor's ability to pay interest and repay principal is very strong, although
not quite as strong as bonds rated "AAA." Because bonds rated in the "AAA" and
"AA" categories are not significantly vulnerable to foreseeable future
developments, short-term debt of these issuers is generally rated "F-1+."

A-Bonds considered to be investment grade and of high credit quality. The
obligor's ability to pay interest and repay principal is considered strong, but
may be more vulnerable to adverse changes in economic conditions and
circumstances than bonds with higher ratings.

BBB-Bonds considered to be investment grade and of satisfactory credit quality.
The obligor's ability to pay interest and repay principal is considered to be
adequate. Adverse changes in economic conditions and circumstances, however, are
more likely to have adverse impact on these bonds, and therefore impair timely
payment. The likelihood that the ratings of these bonds will fall below
investment grade is higher than for bonds with higher ratings.

BB-Bonds are considered speculative. The obligor's ability to pay interest and
repay principal may be affected over time by adverse economic changes. However,
business and financial alternatives can be identified which could assist the
obligor in satisfying its debt service requirements.

B-Bonds are considered highly speculative. While bonds in this class are
currently meeting debt service requirements, the probability of continued timely
payment of principal and interest reflects the obligor's limited margin of
safety and the need for reasonable business and economic activity throughout the
life of the issue.

CCC-Bonds have certain identifiable characteristics which, if not remedied, may
lead to default. The ability to meet obligations requires an advantageous
business and economic environment.

CC-Bonds are minimally protected. Default in payment of interest and/or
principal seems probable over time.

C-Bonds are in imminent default in payment of interest or principal.

DDD, DD, AND D-Bonds are in default on interest and/or principal payments. Such
bonds are extremely speculative and should be valued on the basis of their
ultimate recovery value in liquidation or reorganization of the obligor. "DDD"
represents the highest potential for recovery on these bonds, and "D" represents
the lowest potential for recovery.

<PAGE>

THE MEDICAL FUND
PART C
OTHER INFORMATION

ITEM 23. EXHIBITS

(a) Amended and Restated Articles of Incorporation - Filed herewith.

(b) Amended and Restated By-laws - Filed herewith.

(d) Investment Advisory Agreement between Registrant and Kinetics Asset
Management, Inc. - Filed herewith.

(e) Distribution Agreement - Filed herewith.

(f) Bonus or Profit Sharing Contracts. Not applicable.

(g) Custodian Contract between Registrant and Firstar Bank Milwaukee,
N.A. - Filed herewith.

(h) Other Material Contracts

(1) Administrative Services Agreement between Registrant and Kinetics
Asset Management, Inc. - Filed herewith.

(2) Fund Accounting Servicing Agreement between Registrant and Firstar
Mutual Fund Services, LLC - Filed herewith.

(3) Transfer Agent Agreement between Registrant and Firstar Mutual Fund
Services, LLC -Filed herewith.

(4) Shareholder Servicing Agreement between Registrant and Kinetics
Asset Management, Inc. - Filed herewith.

(5) Agreement of the Joint Insureds between Registrant and The
Internet Fund, Inc. - Filed herewith.

(i) Legal Opinion - Filed herewith.

(j) Other Opinions.

(1) Consent of Auditors - Filed herewith.

(k) Omitted Financial Statements. Not applicable.

(l) Initial Capital Understanding - Filed herewith.

(m) Rule 12b-1 Plan. Not applicable.

(n) Financial Data Schedules - Not applicable.

(o) Rule 18f-3 Plan. Not applicable.

ITEM 24. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH
REGISTRANT Registrant is not controlled by or under common
control with any person.

ITEM 25. INDEMNIFICATION
Insofar as indemnification for liability arising under the
Securities Act of 1933 may be permitted to directors, officers
and controlling persons of the Registrant, the Registrant has
been advised that, in the opinion of the Securities and

C-1

<PAGE>

Exchange Commission, such indemnification is against public
policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer
or controlling person of the registrant in the successful
defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the
securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it
is against public policy as expressed in the Act and will be
governed by the final adjudication of such issue.

ITEM 26. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER:
Besides serving as investment adviser to the Fund, the Adviser
is not currently (and has not during the past two years)
engaged in any other business, profession, vocation or
employment of a substantial nature. Information regarding the
business, vocation or employment of a substantial nature of
the Adviser and its officers is incorporated by reference to
the information contained in Part B of this Registration
Statement.

ITEM 27. PRINCIPAL UNDERWRITERS:

(a) T.O. Richardson Securities, Inc., 2 Bridgewater Road,
Farmington, Connecticut 06032, the Distributor for shares
of the Registrant, also acts as principal underwriter for
the following open-end investment companies as of the date
of filing:
o The Simms Funds
o The Barrett Funds
o T.O. Richardson Sector Rotation Fund
o The Grand Prix Fund
o The Internet Fund

(b) To the best of Registrant's knowledge, the directors
and executive officers of T.O. Richardson Securities,
Inc. are as follows:

NAME AND PRINCIPAL POSITION AND OFFICES WITH T.O. POSITIONS AND OFFICES WITH
BUSINESS ADDRESS RICHARDSON SECURITIES, INC. REGISTRANT
- --------------------------------------------- ---------------------------------------- ------------------------------

Samuel Bailey, Jr. Director, President None
- --------------------------------------------- ---------------------------------------- ------------------------------
Lloyd P. Griffiths Director, Vice President None
- --------------------------------------------- ---------------------------------------- ------------------------------
Austine Crowe Director, Vice President None
- --------------------------------------------- ---------------------------------------- ------------------------------
The address of each of the foregoing is 2 Bridgewater Road, Farmington,
Connecticut 06032.

</TABLE>

ITEM 28. LOCATION OF ACCOUNTS AND RECORDS:

C-2

<PAGE>

All accounts and records required to be maintained by Section
31(a) of the Investment Company Act of 1940 and Rules 31a-1
through 31a-3 promulgated thereunder are maintained at the
following locations:

Records Relating to: Are located at:
- ------------------- ---------------
(1) Registrant's fund accounting Firstar Mutual Funds Services, LLC
servicing agent, sub-administrator and 615 East Michigan Street
transfer Milwaukee, Wisconsin 53202

(2) Registrant's investment adviser, Kinetics Asset Management, Inc
administrator 477 Madison Avenue, 16th Floor
New York, NY 10022

(3) Registrant's custodian Firstar Bank Milwaukee, N.A.
777 E. Wisconsin Avenue
Milwaukee, WI 53202

ITEM 29. MANAGEMENT SERVICES:
Not applicable.

ITEM 30. UNDERTAKINGS:
Not applicable.

C-3

<PAGE>

SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant, KINETICS MUTUAL FUNDS, INC,
certifies that it meets all of the requirements for effectiveness of this
Amendment to its Registration Statement the Securities Act of 1933 and has duly
caused this Amendment to its Registration Statement to be signed on its behalf
by the undersigned, thereto duly authorized, in the Town of Babylon and State of
New York, on the 7th day of September, 1999.

KINETICS MUTUAL FUNDS, INC

/s/ Steven R. Samson
--------------------
Steven R. Samson, President

Pursuant to the requirements of the Securities Act of 1933, this Amendment
to its Registration Statement has been signed below by the following persons in
the capacity on September 7, 1999.

NAME TITLE
- ---- -----
/s/ Steven R. Samson President
- --------------------
Steven R. Samson
*/s/ Kathleen Campbell Director
- ----------------------
Kathleen Campbell
*/s/ Douglas Cohen Director
- ------------------
Douglas Cohen
*/s/ William J. Graham Director
- ----------------------
William J. Graham
*/s/ Steven T. Russell Director
- ----------------------
Steven T. Russell
*/s/ Murray Stahl Director
- -----------------
Murray Stahl
*/s/ Joseph E. Breslin Director
- ----------------------
Joseph E. Breslin
*/s/ John J. Sullivan Director
- ---------------------
John J. Sullivan

* By /s/ Steven R. Samson
Steven R. Samson
Attorney-in-fact

C-4

Exhibit (a)
ARTICLES OF AMENDMENT AND RESTATEMENT

KINETICS MUTUAL FUNDS, INC.
a Maryland corporation hereby certifies to the State Department
of Assessments and Taxation of Maryland that:

The undersigned, being a natural person and acting as incorporator,
does hereby adopt the following Articles of Incorporation for the purposes of
forming a business corporation in the State of Maryland, pursuant to the
provisions of the Maryland General Corporation Law.

FIRST: (1) The name of the incorporator is James G. Doyle.

(2) The incorporator's post office address is 344 Van Buren
Street, North Babylon, New York 11704.

(3) The said incorporator is over eighteen years of age.

(4) The said incorporator is forming the corporation named
in these Articles of Incorporation under the Maryland General Corporation Law.

SECOND: The name of the corporation (hereinafter called the
"Corporation") is KINETICS MUTUAL FUNDS, INC.

THIRD: The purposes for which the Corporation is formed are:

(1) to conduct, operate and carry on the business of an
investment company;

(2) to subscribe for, invest in, reinvest in, purchase or
otherwise acquire, hold, pledge, sell, assign, transfer, exchange, distribute
or otherwise dispose of shares of common or preferred stock, stock warrants,
convertible securities and other securities having the characteristics of equity
securities, notes, bills, bonds, debentures and other negotiable or
non-negotiable instruments, obligations and evidences of indebtedness issued or
guaranteed as to principal and interest by the United States Government, or any
agency or instrumentality thereof, any State or local government, or any agency
or instrumentality thereof, or any other securities of any kind issued by any
corporation or other issuer organized under the laws of the United States or any
State, territory or possession thereof or any foreign country or any subdivision
thereof or otherwise, to pay for the same in cash or by the issue of stock,
including treasury stock, bonds and notes of the Corporation or otherwise; and
to exercise any and all rights, powers and privileges of ownership or interest
in respect of any and all such investments of every kind and description,
including and without limitation, the right to consent and otherwise act with
respect thereto, with power to designate one or more persons, firms,
associations or corporations to exercise any of said rights, powers and
privileges in respect of any said investments;

(3) to conduct research and investigations in respect of
securities, organizations, business and general business and financial
conditions in the United States of America and elsewhere for the purpose of
obtaining information pertinent to the investment

-2-

<PAGE>

and employment of the assets of the Corporation and to procure any and all of
the foregoing to be done by others as independent contractors and to pay
compensation therefor;

(4) to borrow money or otherwise obtain credit and to
secure the same by mortgaging, pledging or otherwise subjecting as security
the assets of the Corporation, and to endorse, guarantee or undertake the
performance of any obligation, contract or engagement of any other person, firm,
association or corporation;

(5) to issue, sell, distribute, repurchase, redeem,
retire, cancel, acquire. hold, resell, reissue, dispose of, transfer, and
otherwise deal in, shares of stock of the Corporation, including shares of stock
of the Corporation in fractional denominations and to apply to any such
repurchase, redemption, retirement, cancellation or acquisition of shares of
stock of the Corporation, any funds or property of the Corporation, whether
capital or surplus or otherwise, to the full extent now or hereafter permitted
by the laws of the State of Maryland and by these Articles of Incorporation;

(6) to conduct its business, promote its purposes, and
carry on its operations in any and all of its branches and maintain offices
both within and without the State of Maryland, in any and all States of the
United States of America, in the District of Columbia, and in any or all
commonwealths, territories, dependencies, colonies, possessions, agencies, or
instrumentalities of the United States of America and of foreign governments;

(7) to carry out all or any part of the foregoing purposes
or objects as principal or agent, or in conjunction with any other person,
firm, association, corporation or other entity, or as a partner or member of a
partnership, syndicate or joint venture or otherwise, and in any part of the
world to the same extent and as fully as natural persons might or could do;

(8) to have and exercise all of the powers and privileges
conferred by the laws of the State of Maryland upon corporations formed under
the laws of such State; and

(9) to do any and all such further acts and things and to
exercise any and all such further powers and privileges as may be necessary,
incidental, relative, conducive, appropriate or desirable for the foregoing
purposes.

The enumeration herein of the objects and purposes of
the Corporation shall be construed as powers as well as objects and purposes
and shall not be deemed to exclude by inference any powers, objects or purposes
which the Corporation is empowered to exercise, whether expressly by force of
the laws of the State of Maryland now or hereafter in effect, or impliedly by
the reasonable construction of the said law.

FOURTH: The post office address of the principal office of the
Corporation within the State of Maryland is c/o CSC-Lawyers Incorporating
Service Company, 11 East Chase Street, Baltimore City, Maryland 21202.

FIFTH: The resident agent of the Corporation in the State of
Maryland is CSC-Lawyers Incorporating Service Company, at 11 East Chase Street,
Baltimore, Maryland 21202.

SIXTH: (1) The total number of shares of stock of all Classes
and Series which the Corporation initially has authority to issue is one billion
(1,000,000,000) shares of capital stock (par value of One Hundredth of One Cent,
$.001, per share), amounting in aggregate par value to $1,000,000. All of such
shares are classified as "Common Stock".

-3-
<PAGE>

(2) The Board of Directors may classify orreclassify any
unissued shares of capital stock (whether or not such shares have been
previously classified or reclassified) from time to time by setting or changing
in any one or more respects the preferences, conversion or other rights, voting
powers, restrictions, limitations as to dividends, qualifications, or terms or
conditions of redemption of such shares of stock.

(3) Unless otherwise prohibited by law, so long as the
Corporation is registered as an open-end management company under the
Investment Company Act of 1940, the Board of Directors shall have the power and
authority, without the approval of the holders of any outstanding shares, to
increase or decrease the number of shares of capital stock or the number of
shares of capital stock of any Class or Series that the Corporation has
authority to issue.

(4) Until such time as the Board of Directors shall provide
otherwise in accordance with Section (2) of this Article SIXTH, one hundred
million (100,000,000) shares of the authorized shares of stock of the
Corporation, $.001 par value per share, shall be allocated to the Series of
Common Stock of The Cancer Research Investment Fund. The balance of nine hundred
million (900,000,000) shares of such stock may be issued in these Series, or in
any new Series or Class, each comprising such number of shares and having such
designations, limitations and restrictions thereof as shall be fixed and
determined from time-to-time by resolution or resolutions providing for the
issuance of such stock adopted by the Board of Directors.

(5) Any series of Common Stock shall be referred to herein
individually as a "Series" and collectively, together with any further series
from time to time established, as the "Series".

(6) The following is a description of the preferences,
conversion and other rights, voting powers, restrictions, limitations as to
dividends, qualifications, and terms and conditions of redemption of the shares
of Common Stock of the Corporation (unless provided otherwise by the Board of
Directors with respect to any such additional Series at the time it is
established and designated):

(a) ASSET BELONGING TO SERIES. All consideration received
by the Corporation from the issue or sale of shares of a particular Series,
together with all assets in which such consideration is invested or reinvested,
all income, earnings, profits and proceeds thereof, including any proceeds
derived from the sale, exchange or liquidation of such assets, and any funds or
payments derived from any investment or reinvestment of such proceeds in
whatever form the same may be, shall irrevocably belong to that Series for all
purposes, subject only to the rights of creditors, and shall be so recorded upon
the books of account of the Corporation. Such consideration, assets, income,
earnings, profits and proceeds, together with any General Items allocated to
that Series as provided in the following sentence, are herein referred to
collectively as "assets belonging to" that Series. In the event that there are
any assets, income, earnings, profits or proceeds which are not readily
identifiable as belonging to any particular Series (collectively, "General
Items"), such General Items shall be allocated by or under the supervision of
the Board of Directors to and among any one or more of the Series established
and designated from time to time in such manner and on such basis as the Board
of Directors, in its sole discretion, deems fair and equitable; and any General
Items so allocated to a particular Series shall belong to that Series. Each such
allocation by the Board of Directors shall be conclusive and binding for all
purposes.

-4-
<PAGE>

(b) LIABILITIES OF SERIES. The assets belonging to each
particular Series shall be charged with the liabilities of the Corporation in
respect of that Series and all expenses, costs, charges and reserves
attributable to that Series, and any general liabilities, expenses, costs,
charges or reserves of the Corporation which are not readily identifiable as
pertaining to any particular Series, shall be allocated and charged by or under
the supervision of the Board of Directors to and among any one or more of the
Series established and designated from time to time in such manner and on such
basis as the Board of Directors, in its sole discretion, deems fair and
equitable. The liabilities, expenses, costs, charges and reserves allocated and
so charged to a Series are herein referred to collectively as "liabilities of"
that Series. Each allocation of liabilities, expenses, costs, charges and
reserves by or under the supervision of the Board of Directors shall be
conclusive and binding for all purposes.

(c) DIVIDENDS AND DISTRIBUTIONS. Dividends and capital
gains distributions on shares of a particular Series may be paid with such
frequency, in such form and in such amount as the Board of Directors may
determine by resolution adopted from time to time, or pursuant to a standing
resolution or resolutions adopted only once or with such frequency as the Board
of Directors may determine, after providing for actual and accrued liabilities
of that Series. All dividends on shares of a particular Series shall be paid
only out of the income belonging to that Series and all capital gains
distributions on shares of a particular Series shall be paid only out of the
capital gains belonging to that Series. All dividends and distributions on
shares of a particular Series shall be distributed pro rata to the holders of
that Series in proportion to the number of shares of that Series held by such
holders at the date and time of record established for the payment of such
dividends or distributions, except that in connection with any dividend or
distribution program or procedure, the Board of Directors may determine that no
dividend or distribution shall be payable on shares as to which the
stockholder's purchase order and/or payment have not been received by the time
or times established by the Board of Directors under such program or procedure.

Dividends and distributions may be paid in cash, property or additional
shares of the same or another Series, or a combination thereof, as determined by
the Board of Directors or pursuant to any program that the Board of Directors
may have in effect at the time for the election by stockholders of the form in
which dividends or distributions are to be paid. Any such dividend or
distribution paid in shares shall be paid at the current net asset value
thereof.

(d) VOTING. On each matter submitted to a vote of the
stockholders, each holder of shares shall be entitled to one vote for each
share standing in his name on the books of the Corporation, irrespective of the
Series thereof, and all shares of all Series shall vote as a single class
("Single Class Voting"); provided, however, that (i) as to any matter with
respect to which a separate vote of any Series is required by the Investment
Company Act of 1940 or by the Maryland General Corporation Law, such requirement
as to a separate vote by that Series shall apply in lieu of Single Class Voting;
(ii) in the event that the separate vote requirement referred to in clause (i)
above applies with respect to one or more Series, then, subject to clause (iii)
below, the shares of all other Series shall vote as a single class; and (iii) as
to any matter which does not affect the interest of a particular Series,
including liquidation of another Series as described in subsection (7) below,
only the holders of shares of the one or more affected Series shall be entitled
to vote.

(e) REDEMPTION BY STOCKHOLDERS. Each holder of shares of a
particular Series shall have the right at such times as may be permitted by
the Corporation to require the Corporation to redeem all or any part of his
shares of that Series, at a redemption price per share equal to the net asset
value per share of that Series next determined after the shares are properly
tendered for redemption, less such redemption fee or sales charge, if any,

- -5-

<PAGE>

as may be established from time to time by the Board of Directors in its sole
discretion. Payment of the redemption price shall be in cash; provided, however,
that if the Board of Directors determines, which determination shall be
conclusive, that conditions exist which make payment wholly in cash unwise or
undesirable, the Corporation may, to the extent and in the manner permitted by
the Investment Company Act of 1940, make payment wholly or partly in securities
or other assets belonging to the Series of which the shares being redeemed are a
part, at the value of such securities or assets used in such determination of
net asset value.

Payment by the Corporation for shares of stock of the Corporation surrendered
to it for redemption shall be made by the Corporation within such period from
surrender as may be required under the Investment Company Act of 1940 and the
rules and regulations thereunder. Notwithstanding the foregoing, the Corporation
may postpone payment of the redemption price and may suspend the right of the
holders of shares of any Series to require the Corporation to redeem shares of
that Series during any period or at any time when and to the extent permissible
under the Investment Company Act of 1940.

(f) REDEMPTION BY CORPORATION. The Board of Directors may
cause the Corporation to redeem at their net asset value the shares of any
Series held in an account having, because of redemptions or exchanges, a net
asset value on the date of the notice of redemption less than the Minimum
Amount, as defined below, in that Series or Class thereof specified by the Board
of Directors from time to time in its sole discretion, provided that at least 30
days prior written notice of the proposed redemption has been given to the
holder of any such account by first class mail, postage prepaid, at the address
contained in the books and records of the Corporation and such holder has been
given an opportunity to purchase the required value of additional shares.

(i) The term "Minimum Amount" when used herein shall
mean One Thousand ($1,000) Dollars unless otherwise fixed by the Board of
Directors from time to time, provided that the Minimum Amount may not in any
event exceed Twenty-Five Thousand Dollars ($25,000). The Board of Directors may
establish differing Minimum Amounts for each Class and Series of the
Corporation's stock and for holders of shares of each such Class and Series of
stock based on such criteria as the Board of Directors may deem appropriate.

(ii) The Corporation shall be entitled but not required
to redeem shares of stock from any stockholder or stockholders, as provided
in this subsection (6), to the extent and at such times as the Board of
Directors shall, in its absolute discretion, determine to be necessary or
advisable to prevent the Corporation from qualifying as a "personal holding
company", within the meaning of the Internal Revenue Code of 1986, as amended
from time to time.

(g) LIQUIDATION. In the event of the liquidation of a
particular Series, the stockholders of the Series that is being liquidated
shall be entitled to receive, when and as declared by the Board of Directors,
the excess of the assets belonging to that Series over the liabilities of that
Series. The holders of shares of any particular Series shall not be entitled
thereby to any distribution upon liquidation of any other Series. The assets so
distributable to the stockholders of any particular Series shall be distributed
among such stockholders in proportion to the number of shares of that Series
held by them and recorded on the books of the Corporation, or in such other
manner as may be determined by the Board of Directors in accordance with law.
The liquidation of any particular Series in which there are shares then
outstanding may be authorized by vote of a majority of the Board of Directors
then in office, subject to the approval of a majority of the outstanding voting
securities of that Series, as defined in the Investment Company Act of 1940, and
without the vote of the holders of shares of any other Series. The liquidation
of a particular Series may be accomplished in

-6-

<PAGE>

whole or in part, by the transfer of assets of such Series to another Series
or by the exchange of shares of such Series for the shares of another Series.

(h) NET ASSET VALUE PER SHARE. The net asset value per
share of any Series shall be the quotient obtained by dividing the value of
the net assets of that Series (being the value of the assets belonging to that
Series less the liabilities of that Series) by the total number of shares of
that Series outstanding, all as determined by or under the direction of the
Board of Directors in accordance with generally accepted accounting principles
and the Investment Company Act of 1940. Subject to the applicable provisions of
the Investment Company Act of 1940, the Board of Directors, in its sole
discretion, may prescribe and shall set forth in the By-Laws of the Corporation
or in a duly adopted resolution of the Board of Directors such bases and times
for determining the value of the assets belonging to, and the net asset value
per share of outstanding shares of, each Series, or the net income attributable
to such shares, as the Board of Directors deems necessary or desirable. The
Board of Directors shall have full discretion, to the extent not inconsistent
with the Maryland General Corporation Law and the Investment Company Act of
1940, to determine which item shall be treated as income and which items as
capital and whether any item of expense shall be charged to income or capital.
Each such determination and allocation shall be conclusive and binding for all
purposes.

The Board of Directors may determine to maintain the net asset value per
share of any Series at a designated constant dollar amount and in connection
therewith may adopt procedures not inconsistent with the Investment Company Act
of 1940 for the continuing declaration of income attributable to that Series as
dividends and for the handling of any losses attributable to that Series. Such
procedures may provide that in the event of any loss, each stockholder shall be
deemed to have contributed to the capital of the Corporation attributable to
that Series his pro rata portion of the total number of shares required to be
canceled in order to permit the net asset value per share of that Series to be
maintained, after reflecting such loss, at the designated constant dollar
amount. Each stockholder of the Corporation shall be deemed to have agreed, by
his investment in any Series with respect to which the Board of Directors shall
have adopted any such procedure, to make the contribution referred to in the
preceding sentence in the event of any such loss.

(i) EQUALITY. All shares of each particular Series
shall represent an equal proportionate interest in the assets belonging to
that Series (subject to the liabilities of that Series), and each share of any
particular Series shall be equal to each other share of that Series. The Board
of Directors may from time to time divide or combine the shares of any
particular Series into a greater or lesser number of shares of that series
without thereby changing the proportionate interest in the assets belonging to
that Series or in any way affecting the rights of holders of shares of any other
Series.

(j) CONVERSION OR EXCHANGE RIGHTS. Subject to
compliance with the requirements of the Investment Company Act of 1940, the
Board of Directors shall have the authority to provide that holders of shares of
any Series shall have the right to convert or exchange said shares into shares
of one or more other Series of shares in accordance with such requirements and
procedures as may be established by the Board of Directors.

(7) The Board of Directors may, from time to time and
without stockholder action, classify and reclassify unissued shares of a
particular Series into one or more additional Classes of that Series, the
voting, dividend, liquidation and other rights of which shall differ from the
other Classes of common stock of that Series to the extent provided in Articles
Supplementary for such additional Class, such Articles to be filed for record
with the appropriate authorities of the State of Maryland. Each class so created
shall consist, unless otherwise changed by the Board of Directors, of the lesser
of (x) the number of shares classified in Section (5) of this Article SIXTH or
(y) the number of shares that could be issued by issuing all of the shares of
that Series then issued and

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outstanding. Any Class of a Series of Common Stock shall be referred to
herein individually as a "Class" and collectively, together with any further
Class or Classes of such Series from time to time established, as the "Classes".

(8) All Classes of a particular Series of Common Stock of
the Corporation shall represent the same interest in the Corporation and have
identical voting, dividend, liquidation and other rights with any other shares
of Common Stock of that Series; provided, however, that notwithstanding anything
in the charter of the Corporation to the contrary:

(a) Any Class of shares may be subject to such sales
loads, contingent deferred sales charges, Rule 12b-1 fees, administrative
fees, service fees, or other fees, however designated, in such amounts as may be
established by the Board of Directors from time to time in accordance with the
Investment Company Act of 1940.

(b) Expenses related solely to a particular Class of a
Series (including, without limitation, distribution expenses under a Rule
12b-1 plan and administrative expenses under an administration or service
agreement, plan or other arrangement, however designated) shall be borne by that
Class and shall be appropriately reflected (in the manner determined by the
Board of Directors) in the net asset value, dividends, distributions and
liquidation rights of the shares of that Class.

(c) As to any matter with respect to which a separate
vote of any Class of a Series is required by the Investment Company Act of
1940 or by the Maryland General Corporation Law (including, without limitation,
approval of any plan, agreement or other arrangement referred to in subsection
(b) above), such requirement as to a separate vote by that Class shall apply in
lieu of Single Class Voting, and if permitted by the Investment Company Act of
1940 or the Maryland General Corporation Law, the Classes of more than one
Series shall vote together as a single class on any such matter which shall have
the same effect on each such Class. As to any matter which does not affect the
interest of a particular Class of a Series, only the holders of shares of the
affected Classes of that Series shall be entitled to vote.

(d) At such times as may be determined by the Board
of Directors (or with the authorization of the Board of Directors, by the
officers of the Corporation) in accordance with the Investment Company Act of
1940, applicable rules and regulations thereunder and applicable rules and
regulations of the National Association of Securities Dealers, Inc. and from
time to time reflected in the registration statement of the Corporation (the
"Corporation's Registration Statement"), shares of a particular Class of a
Series of the Corporation or certain shares of a particular Class of a Series of
the Corporation may be automatically converted into shares of another Class of
that Series of the Corporation based on the relative net asset values of such
Classes at the time of conversion; subject, however, to any conditions of
conversion that may be imposed by the Board of Directors (or with the
authorization of the Board of Directors, by the officers of the Corporation) and
reflected in the Corporation's Registration Statement. The terms and conditions
of such conversion may vary within and among the Classes of a Series, and among
the Classes of the various Series, to the extent determined by the Board of
Directors (or with the authorization of the Board of Directors, by the officers
of the Corporation) and set forth in the Corporation's Registration Statement.

(9) The Corporation may issue and sell fractions of shares
of capital stock having pro rata all of the rights of full shares, including,
without limitation, the right to vote and to receive dividends, but excluding
any right to receive a stock certificate representing fractional shares, and
wherever the words "share" or "shares" are used in the charter or By-

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Laws of the Corporation, they shall be deemed to include fractions of shares
where the context does not clearly indicate that only full shares are intended.

(10) The Corporation shall not be obligated to issue
certificates representing shares of any Class or Series of capital stock. At
the time of issue or transfer of shares without certificates, the Corporation
shall provided the stockholder with such information as requested by the
stockholder and as may be required under the Maryland General Corporation Law.

(11) No holder of any shares of stock of the Corporation
shall be entitled as a matter of right to subscribe for, purchase, or
otherwise acquire any such shares which the Corporation shall issue or propose
to issue; and any and all of the shares of stock of the Corporation, whether now
or hereafter authorized, may be issued, or may be reissued or transferred if the
same have been reacquired and have treasury status, by the Board of Directors to
such persons, firms, corporations and associations, and for such lawful
consideration, and on such terms, as the Board of Directors in its discretion
may determine, without first offering same, or any thereof, to any said holder.

(12) All persons who shall acquire stock or other securities
of the Corporation shall acquire the same subject to the provisions of these
Articles of Incorporation, as from time to time, amended and supplemented.

SEVENTH: The number of directors of the Corporation, until
such number shall be increased pursuant to the By-Laws of the Corporation, shall
be three. The number of directors shall never be less than the number prescribed
by the General Corporation Law of the State of Maryland and shall never be more
than twenty. The names of the persons who shall act as directors of the
Corporation until their successors are duly chosen and qualify are Bruce Able,
James G. Doyle and Douglas Cohen.

EIGHTH: The following provisions are inserted for the purpose
of defining, limiting and regulating the powers of the Corporation, the Board
of Directors and the stockholders.

(1) The business and affairs of the Corporation shall be
managed under the direction of the Board of Directors which shall have and
may exercise all powers of the Corporation except those powers which are by law,
by these Articles of Incorporation or by the By-Laws conferred upon or reserved
to the stockholders. In furtherance and not in limitation of the powers
conferred by law, the Board of Directors shall have power:

(a) to make, alter and repeal the By-Laws of the
Corporation;

(b) to issue and sell, from time to time, shares of any
Class or Series of the Corporation's stock in such amounts and on such terms
and conditions, and for such amount and kind of consideration, as the Board of
Directors shall determine, provided that the consideration per shareto be
received by the Corporation shall be not less than the greater of the net asset
value per share of that Class of stock at such time computed in accordance with
Article SIXTH hereof or the par value thereof;

(c) from time to time to set apart out of any assets of
the Corporation otherwise available for dividends a reserve or reserves for
working capital or for any other proper purpose or purposes, and to reduce,
abolish or add to any such reserve or reserves from time to time as said Board
of Directors may deem to be in the best interests of the Corporation; and to
determine in its discretion what part of the assets of the Corporation

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available for dividends in excess of such reserve or reserves shall be
declared in dividends and paid to the stockholders of the Corporation; and

(d) from time to time to determine to what extent and
at what times and places and under what conditions and regulations the
accounts, books and records of the Corporation, or any of them, shall be open to
the inspection of the stockholders; and no stockholder shall have any right to
inspect any account or book or document of the Corporation, except as conferred
by the laws of the State of Maryland, unless and until authorized to do so by
resolution of the Board of Directors or the stockholders of the Corporation.

(2) Notwithstanding any provision of the General
Corporation Law of the State of Maryland requiring a greater proportion than
a majority of the votes of all Classes or Series or of any Class or Series of
the Corporation's stock entitled to be cast in order to take or authorize any
action, any such action may be taken or authorized upon the concurrence of a
majority of the aggregate number of votes entitled to be cast thereon subject to
any applicable requirements of the Investment Company Act of 1940, as from time
to time in effect, or rules or orders of the Securities and Exchange Commission
or any successor thereto.

(3) The presence in person or by proxy of the
holders of one-third of the shares of stock of the Corporation entitled to
vote (without regard to Series or Class) shall constitute a quorum at any
meeting of the stockholders except with respect to any matter which, under
applicable statutes or regulatory requirements requires approval by a separate
vote of one or more Series or Classes of stock, in which case the presence in
person or by proxy of the holders of one-third of the shares of stock of each
Series or Class required to vote separately shall constitute a quorum with
respect to such Series or Class.

(4) Any determination made in good faith and, so far
as accounting matters are involved, in accordance with generally accepted
accounting principles by or pursuant to the discretion of the Board of
Directors, as to the amount of the assets, debts, obligations, or liabilities of
the Corporation, as to the amount of any reserves or charges set up and the
propriety thereof, as to the time of or purposes for creating such reserves or
charges, as to the use, alteration or cancellation of any reserves or charges
(whether or not any debt, obligation or liability for which such reserves or
charges shall have been created shall have been paid or discharged or shall by
then or thereafter required to be paid or discharged), as to the value of or the
method of valuing any investment owned or held by the Corporation, as to the
market value or fair value of any investment or fair value of any other asset of
the Corporation, as to the allocation of any asset of the Corporation to a
particular Class or Classes or Series of the Corporation's stock, as to the
charging of any liability of the Corporation to a particular Class or Classes or
Series of the Corporation's stock, as to the number of shares of the Corporation
or of any Class or Series outstanding, as to the estimated expense to the
Corporation in connection with purchases of its shares, as to the ability to
liquidate investments in orderly fashion, or as to any other matters relating to
the issue, sale, purchase and/or other acquisition or disposition of investments
or shares of the Corporation, shall be final and conclusive and shall be binding
upon the Corporation and all holders of its shares, past, present and future,
and shares of the Corporation are issued and sold on the condition and
understanding that any and all such determinations shall be binding as
aforesaid.

(5) Except to the extent prohibited by the Investment
Company Act of 1940, as amended, or rules, regulations or orders thereunder
promulgated by the Securities and Exchange Commission or any successor thereto
or by the By-Laws of the Corporation, a director, officer or employee of the
Corporation shall not be disqualified by his position from

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dealing or contracting with the Corporation, nor shall any transaction or
contract of the Corporation be void or voidable by reason of the fact that any
director, officer or employee or any firm of which any director, officer or
employee is a member or any corporation of which any director, officer or
employee is a stockholder, officer or director, is in any way interested in such
transaction or contract; provided that in case a director, or a firm or
corporation of which a director is a member, stockholder, officer or director,
is so interested, such fact shall be disclosed to or shall have been known by
the Board of Directors or a majority thereof; and any director of the
Corporation who is so interested, or who is a member, stockholder, officer or
director of such firm or corporation, may be counted in determining the
existence of a quorum at any meeting of the Board of Directors of the
Corporation which shall authorize any such transaction or contract, with like
force and effect as if he were not such director, or member, stockholder,
officer or director of such firm or corporation.

(6) Specifically and without limitation of the
foregoing subsection (5) but subject to the exception therein prescribed, the
Corporation may enter into management or advisory, underwriting, distribution
and administration contracts and other contracts, and may otherwise do business,
with Kinetics Asset Management, Inc. and any parent, subsidiary, partner, or
affiliate of such firm or any affiliates of any such affiliate, or the
stockholders, members, directors, officers, partners and employees thereof, and
may deal freely with one another notwithstanding that the Board of Directors of
the Corporation may be composed in part of directors, officers, partners or
employees of such firm and/or its parents, subsidiaries or affiliates and that
officers of the Corporation may have been, be or become directors, officers, or
employees of such firm, and/or its parents, subsidiaries or affiliates, and
neither such management or advisory, underwriting, distribution or
administration contracts nor any other contract or transaction between the
Corporation and such firm and/or its parents, subsidiaries or affiliates shall
be invalidated or in any way affected thereby, nor shall any director or officer
of the Corporation be liable to the Corporation or to any stockholder or
creditor thereof or to any person for any loss incurred by it or him under or by
reason of such contract or transaction; provided that nothing herein shall
protect any director or officer of the Corporation against any liability to the
Corporation or to its security holders to which he would otherwise be subject by
reason of willful misfeasance, bad faith, gross negligence or reckless disregard
of the duties involved in the conduct of his office.

NINTH: (1) The Corporation shall indemnify (i) its currently
acting and former directors and officers, whether serving the Corporation or at
its request any other entity, to the fullest extent required or permitted by the
General Laws of the State of Maryland now or hereafter in force, including the
advance of expenses under the procedures and to the fullest extent permitted by
law, and (ii) other employees and agents to such extent as shall be authorized
by the Board of Directors or the By-Laws and as permitted by law. Nothing
contained herein shall be construed to protect any director or officer of the
Corporation against any liability to the Corporation or its security holders to
which he would otherwise be subject by reason of willful misfeasance, bad faith,
gross negligence, or reckless disregard of the duties involved in the conduct of
his office. The foregoing rights of indemnification shall not be exclusive of
any other rights to which those seeking indemnification may be entitled. The
Board of Directors may take such action as is necessary to carry out these
indemnification provisions and is expressly empowered to adopt, approve and
amend from time to time such by-laws, resolutions or contracts implementing such
provisions or such indemnification arrangements as may be permitted by law. No
amendment of the charter of the Corporation or repeal of any of its provisions
shall limit or eliminate the right of indemnification provided hereunder with
respect to acts or omissions occurring prior to such amendment or repeal.

(2) To the fullest extent permitted by Maryland
statutory or decisional law, as amended or interpreted, and the Investment
Company Act of 1940, no

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director or officer of the Corporation shall be personally liable to the
Corporation or its stockholders for money damages; provided, however, that
nothing herein shall be construed to protect any director or officer of the
Corporation against any liability to the Corporation or its stockholders to
which he would otherwise be subject by reason of willful misfeasance, bad faith,
gross negligence, or reckless disregard of the duties involved in the conduct of
his office. No amendment of the charter of the Corporation or repeal of any of
its provisions shall limit or eliminate the limitation of liability provided to
directors and officers hereunder with respect to any act or omission occurring
prior to such amendment or repeal.

TENTH: The Corporation reserves the right to amend, alter,
change or repeal any provision contained in the Charter of the Corporation,
including, without limitation, any amendment which would alter the contract
rights of any Series or Class of outstanding stock as expressly set forth in the
Charter and all rights conferred upon stockholders herein are granted subject to
this reservation.

This restatement and amendment of the charter of the Corporation has
been unanimously approved by the Board of Directors of the Corporation at a
meeting of the Board of Directors held on July 19, 1999:

- ---------------------------
Name: Steven R. Samson
Title: Chairman of the Board of Directors

We the undersigned President and Secretary swear under penalties of
perjury that the foregoing is a corporate act.

By:________________________ By:_______________________
Name: Steven R. Samson Name: Brooke B. Connell
Title: President Title: Secretary

120533.1

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Exhibit (b)

AMENDED AND RESTATED BY-LAWS

KINETICS MUTUAL FUNDS, INC.

a Maryland corporation

ARTICLE I

OFFICES

Section 1. PRINCIPAL OFFICE .The Corporation shall maintain
its principal office at 477 Madison Avenue, New York, New York 10173. The
registered agent of the Corporation in Maryland, for statutory purposes, shall
be c/o CSC-Lawyers Incorporating Service Company, 11 East Chase Street,
Baltimore City, Maryland 21202.

Section 2. OTHER OFFICES. The Corporation may have offices
also at such other places within and without the State of Maryland as the Board
of Directors may from time to time determine or as the business of the
Corporation may require.

ARTICLE II

MEETINGS OF STOCKHOLDERS

Section 1. PLACE OF MEETING. Meetings of stockholders shall be
held at such place, either within the State of Maryland or at such other place
within the United States, as shall be fixed from time to time by the Board of
Directors.

Section 2. ANNUAL MEETINGS. The Corporation shall not be
required to hold an annual meeting of its stockholders in any year in which the
election of directors is not required to be acted on by the holders of any class
or series of stock under the Investment Company Act of 1940. In the event that
the Corporation shall be required to hold an annual meeting of stockholders by
the Investment Company Act of 1940, such meeting of stockholders shall be held
on a date fixed from time to time by the Board of Directors within one hundred
twenty days after the occurrence of the event requiring the meeting. The Board
of Directors, in its discretion, may call annual meetings in other years, which
shall be held on a date fixed by the Board of Directors not less than ninety nor
more than one hundred and twenty days following the end of such fiscal year of
the Corporation.

Section 3. NOTICE OF ANNUAL MEETING. Written or printed notice
of an annual meeting, stating the place, date and hour thereof, shall be given
to each stockholder entitled to vote thereat not less than ten nor more than
ninety days before the date of the meeting.

Section 4. SPECIAL MEETINGS. Special meetings of stockholders
may be called by the chairman, the president or by the Board of Directors and
shall be called by the secretary upon the written request of holders of shares
entitled to cast not less than twenty-five percent of all the votes entitled to
be cast at such meeting. Such request shall state the purpose or purposes of
such meeting and the matters proposed to be acted on thereat. In the case of
such request for a special meeting, upon payment by such stockholders to the
Corporation of the estimated reasonable cost of preparing and mailing a notice
of such meeting, the secretary shall give the notice of such meeting. The
secretary shall not be required to call a special meeting to consider any matter
which is substantially the same as a matter acted upon at any special meeting of
stockholders held within the preceding twelve months unless requested to do so
by the holders of shares entitled to cast not less than a majority of all votes
entitled to be cast at such meeting. Notwithstanding anything to the contrary
herein, a special meeting of stockholders shall be

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called for the specific purpose of the removal of directors upon the written
request of holders of shares entitled to cast not less than ten percent of all
of the votes entitled to be cast at such meeting.

Section 5. NOTICE OF SPECIAL MEETING. Written or printed
notice of a special meeting of stockholders, stating the place, date, hour and
purpose thereof, shall be given by the secretary to each stockholder entitled to
vote thereat not less than ten nor more than ninety days before the date fixed
for the meeting.

Section 6. BUSINESS OF SPECIAL MEETINGS. Business transacted
at any special meeting of stockholders shall be limited to the purposes stated
in the notice thereof.

Section 7. QUORUM. The holders of one-third of the stock
issued and outstanding and entitled to vote thereat (without regard to Series or
Class), present in person or represented by proxy, shall constitute a quorum at
all meetings of the stockholders for the transaction of business, except with
respect to any matter which, under applicable statutes or regulatory
requirements, requires approval by a separate vote of one or more Series or
Classes of stock, in which case the presence in person or by proxy of the
holders of one-third of the shares of stock of each Series or Class required to
vote separately on the matter shall constitute a quorum with respect to such
Series or Class. In the absence of a quorum, the stockholders present in person
or by proxy, by a majority vote and without notice other than announcement at
the meeting, may adjourn the meeting from time to time, but not for a period
exceeding 120 days after the original date, until a quorum shall attend. Any
business may be transacted at the adjourned meeting that could have been
transacted at the meeting originally called.

Section 8. VOTING. When a quorum is present at any meeting,
the affirmative vote of a majority of the votes cast shall decide any question
brought before such meeting (except with respect to election of directors which
shall be by plurality of votes cast), unless the question is one upon which by
express provision of the Investment Company Act of 1940, as from time to time in
effect, or other statutes or rules or orders of the Securities and Exchange
Commission or any successor thereto or of the Charter or Maryland law, a
different vote is required, in which case such express provision shall govern
and control the decision of such question.

Section 9. PROXIES. Each stockholder shall at every meeting of
stockholders be entitled to one vote in person or by proxy for each share of the
stock having voting power held by such stockholder, but no proxy shall be voted
after eleven months from its date, unless otherwise provided in the proxy.

Section 10. RECORD DATE. In order that the Corporation may
determine the stockholders entitled to notice of or to vote at any meeting of
stockholders or any adjournment thereof, to express consent to corporate action
in writing without a meeting, or to receive payment of any dividend or other
distribution or allotment of any rights, or entitled to exercise any rights in
respect of any change, conversion or exchange of stock or for the purpose of any
other lawful action, the Board of Directors may fix, in advance, a record date
which shall be not more than ninety days and, in the case of a meeting of
stockholders, not less than ten days prior to the date on which the particular
action requiring such determination of stockholders is to be taken. In lieu of
fixing a record date, the Board of Directors may provide that the stock transfer
books shall be closed for a stated period, but not to exceed, in any case,
twenty days. If the stock transfer books are closed for the purpose of
determining stockholders entitled to notice of or to vote at a meeting of
stockholders, such books shall be closed for at least ten days immediately
preceding such meeting. If no record date is fixed and the stock transfer books
are not closed for the determination of stockholders: (1) the record date for
the determination of stockholders entitled to notice of, or to vote at, a
meeting of stockholders shall be at the close of business on the day on which
notice of the meeting of stockholders is mailed or the day thirty days before
the meeting, whichever is the closer date to the meeting; and (2) the record
date for the determination of stockholders entitled to receive payment of a
dividend or an allotment of any rights shall be at the close of business on the
day on which the resolution of the Board of Directors, declaring the dividend or
allotment of rights, is adopted, provided that the payment or allotment date
shall not be more than sixty days after the date of the adoption of such
resolution.

Section 11. INSPECTORS OF ELECTION. The directors, in advance
of any meeting, may, but need not, appoint one or more inspectors to act at the
meeting or any adjournment thereof. If an inspector or inspectors are not
appointed, the person presiding at the meeting may, but need not, appoint one or
more inspectors. In case any

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person who may be appointed as an inspector fails to appear or act, the
vacancy may be filled by appointment made by the directors in advance of the
meeting or at the meeting by the person presiding thereat. Each inspector, if
any, before entering upon the discharge of his or her duties, shall take and
sign an oath faithfully to execute the duties of inspector at such meeting with
strict impartiality and according to the best of his or her ability. The
inspectors, if any, shall determine the number of shares outstanding and the
voting power of each, the shares represented at the meeting, the existence of a
quorum, and the validity and effect of proxies, and shall receive votes, ballots
or consents, hear and determine all challenges and questions arising in
connection with the right to vote, count and tabulate all votes, ballots or
consents, determine the result, and do such acts as are proper to conduct the
election or vote with fairness to all stockholders. On request of the person
presiding at the meeting or any stockholder, the inspector or inspectors, if
any, shall make a report in writing of any challenge, question or matter
determined by him or her or them and execute a certificate of any fact found by
him or her or them.

Section 12. INFORMAL ACTION BY STOCKHOLDERS. Except to the
extent prohibited by the Investment Company Act of 1940, as from time to time in
effect, or rules or orders of the Securities and Exchange Commission or any
successor thereto, any action required or permitted to be taken at any meeting
of stockholders may be taken without a meeting if a consent in writing, setting
forth such action, is signed by all the stockholders entitled to vote on the
subject matter thereof and any other stockholders entitled to notice of a
meeting of stockholders (but not to vote thereat) have waived in writing any
rights which they may have to dissent from such action, and such consent and
waiver are filed with the records of the Corporation.

ARTICLE III

BOARD OF DIRECTORS

Section 1. NUMBER OF DIRECTORS. The number of directors shall
be fixed at no less than two, or such greater number as required by Maryland
law, nor more than twenty. Within the limits specified above, the number of
directors shall be fixed from time to time by the Board of Directors, but the
tenure of office of a director in office at the time of any decrease in the
number of directors shall not be affected as a result thereof. The directors
shall be elected to hold office at the annual meeting of stockholders, except as
provided in Section 2 of this Article, and each director shall hold office until
the next annual meeting of stockholders or until his successor is elected and
qualified. Any director may resign at any time upon written notice to the
Corporation. Any director may be removed, either with or without cause, at any
meeting of stockholders duly called and at which a quorum is present by the
affirmative vote of the majority of the votes entitled to be cast thereon, and
the vacancy in the Board of Directors caused by such removal may be filled by
the stockholders at the time of such removal. Directors need not be
stockholders.

Section 2. VACANCIES AND NEWLY CREATED DIRECTORSHIPS. Any
vacancy occurring in the Board of Directors for any cause, including an increase
in the number of directors, may be filled by the stockholders or by a majority
of the remaining members of the Board of Directors even if such majority is less
than a quorum. So long as the Corporation is a registered investment company
under the Investment Company Act of 1940, vacancies in the Board of Directors
may be filled by a majority of the remaining members of the Board of Directors
only if, immediately after filing any such vacancy, at least two-thirds of the
directors then holding office shall have been elected to such office at a
meeting of stockholders. A director elected by the Board of Directors to fill a
vacancy shall be elected to hold office until the next annual meeting of
stockholders or until his successor is elected and qualifies.

Section 3. POWERS. The business and affairs of the Corporation
shall be managed under the direction of the Board of Directors which shall
exercise all such powers of the Corporation and do all such lawful acts and
things as are not by statute or by the Articles of Incorporation or by these
By-Laws conferred upon or reserved to the stockholders.

Section 4. MEETINGS. The Board of Directors of the Corporation
or any committee thereof may hold meetings, both regular and special, either
within or without the State of Maryland. Regular meetings of the

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Board of Directors may be held without notice at such time and at such place
as shall from time to time be determined by the Board of Directors. Special
meetings of the Board of Directors may be called by the chairman, the president
or by two or more directors. Notice of special meetings of the Board of
Directors shall be given by the secretary to each director at least three days
before the meeting if by mail or at least 24 hours before the meeting if given
in person or by telephone, facsimile or by telegraph. The notice need not
specify the business to be transacted.

Section 5. QUORUM AND VOTING. At meetings of the Board of
Directors, two of the directors in office at the time, but in no event less than
one-third of the entire Board of Directors, shall constitute a quorum for the
transaction of business. When required pursuant to Section 15(c) under the
Investment Company Act of 1940 or Rule 12b-1 thereunder a quorum shall also
require the presence in person of a majority of directors who are not parties to
a contract or agreement to be voted upon or interested persons of any such
party. The action of a majority of the directors present at a meeting at which a
quorum is present shall be the action of the Board of Directors. If a quorum
shall not be present at any meeting of the Board of Directors, the directors
present thereat may adjourn the meeting from time to time, without notice other
than announcement at the meeting, until a quorum shall be present.

Section 6. COMMITTEES. The Board of Directors may, by
resolution passed by a majority of the entire Board of Directors, appoint from
among its members an executive committee and other committees of the Board of
Directors, each committee to be composed of two or more of the directors of the
Corporation. The Board of Directors may, to the extent provided in the
resolution, delegate to such committees, in the intervals between meetings of
the Board of Directors, any or all of the powers of the Board of Directors in
the management of the business and affairs of the Corporation, to the extent
permitted by law. Such committee or committees shall have the name or names as
may be determined from time to time by resolution adopted by the Board of
Directors. Unless the Board of Directors designates one or more directors as
alternate members of any committee, who may replace an absent or disqualified
member at any meeting of the committee, the members of any such committee
present at any meeting and not disqualified from voting may, whether or not they
constitute a quorum, unanimously appoint another member of the Board of
Directors to act at the meeting in the place of any absent or disqualified
member of such committee. At meetings of any such committee, a majority of the
members or alternate members of such committee shall constitute a quorum for the
transaction of business and the act of a majority of the members or alternate
members present at any meeting at which a quorum is present shall be the act of
the committee.

Section 7. MINUTES OF COMMITTEE MEETINGS. The committees shall
keep regular minutes of their proceedings.

Section 8. INFORMAL ACTION BY BOARD OF DIRECTORS AND
COMMITTEES. Any action, except approving a Rule 12b-1 Plan and the Advisory
Agreement, required or permitted to be taken at any meeting of the Board of
Directors or of any committee thereof may be taken without a meeting if a
written consent thereto is signed by all members of the Board of Directors or of
such committee, as the case may be, and such written consent is filed with the
minutes of proceedings of the Board of Directors or committee.

Section 9. MEETINGS BY CONFERENCE TELEPHONE. Except to the
extent prohibited by the Investment Company Act of 1940, as from time to time in
effect, or rules or orders of the Securities and Exchange Commission or any
successor thereto, the members of the Board of Directors or any committee
thereof may participate in a meeting of the Board of Directors or committee by
means of a conference telephone or similar communications equipment by means of
which all persons participating in the meeting can hear each other at the same
time and such participation shall constitute presence in person at such meeting.

Section 10. FEES AND EXPENSES. The directors may be paid their
expenses of attendance at each meeting of the Board of Directors and may be paid
a fixed sum for attendance at each meeting of the Board of Directors or a stated
salary as director. No such payment shall preclude any director from serving the
Corporation in any other capacity and receiving compensation therefor. Members
of special or standing committees may be allowed like reimbursement and
compensation for attending committee meetings.

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ARTICLE IV
NOTICES

Section 1. GENERAL. Notices to directors and stockholders
mailed to them at their post office addresses appearing on the books of the
Corporation shall be deemed to be given at the time when deposited in the United
States mail.

Section 2. WAIVER OF NOTICE. Whenever any notice is required
to be given under the provisions of the statutes, of the Articles of
Incorporation or of these By-Laws, a waiver thereof in writing, signed by the
person or persons entitled to said notice, whether before or after the time
stated therein, shall be deemed the equivalent of notice. Attendance of a person
at a meeting shall constitute a waiver of notice of such meeting except when the
person attends a meeting for the express purpose of objecting, at the beginning
of the meeting, to the transaction of any business because the meeting is not
lawfully called or convened.

ARTICLE V
OFFICERS

Section 1. GENERAL. The officers of the Corporation shall be
chosen by the Board of Directors at its first meeting of each fiscal year and
shall be a Chairman of the Board of Directors, a president, a secretary and a
treasurer. The Board of Directors may also choose such vice presidents and
additional officers or assistant officers as it may deem advisable. Any number
of offices, except the offices of president and vice president, may be held by
the same person. No officer shall execute, acknowledge or verify any instrument
in more than one capacity if such instrument is required by law to be executed,
acknowledged or verified by two or more officers.

Section 2. OTHER OFFICERS AND AGENTS. The Board of Directors
may appoint such other officers and agents as it desires who shall hold their
offices for such terms and shall exercise such power and perform such duties as
shall be determined from time to time by the Board of Directors.

Section 3. TENURE OF OFFICERS. The officers of the Corporation
shall hold office at the pleasure of the Board of Directors. Each officer shall
hold his or her office until his or her successor is elected and qualifies or
until his or her earlier resignation or removal. Any officer may resign at any
time upon written notice to the Corporation. Any officer elected or appointed by
the Board of Directors may be removed at any time by the Board of Directors
when, in its judgment, the best interests of the Corporation will be served
thereby. Any vacancy occurring in any office of the Corporation by death,
resignation, removal or otherwise shall be filled by the Board of Directors.

Section 4. CHAIRMAN OF THE BOARD OF DIRECTORS. The Chairman of
the Board of Directors shall be the chief executive officer of the Corporation,
shall preside at all meetings of the stockholders and of the Board of Directors,
shall have general and active management of the business of the Corporation and
shall see that all orders and resolutions of the Board of Directors are carried
into effect. The chairman shall execute on behalf of the Corporation, and may
affix the seal or cause the seal to be affixed to, all instruments requiring
such execution except to the extent that signing and execution thereof shall be
expressly delegated by the Board of Directors to some other officer or agent of
the Corporation.

Section 5. PRESIDENT. The president shall, in the absence of
the chairman of the Board of Directors, preside at all meetings of the
stockholders or of the Board of Directors. The president shall have general and
active management of the business of the Corporation and shall see that all
orders and resolutions of the Board of Directors are carried into effect. The
president shall execute bonds, mortgages and other contracts requiring a seal,
under the seal of the Corporation, except where required or permitted by law to
be otherwise signed and executed and except where the signing and execution
thereof shall be expressly delegated by the Board of Directors to some other
officer or agent of the Corporation.

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Section 6. VICE PRESIDENTS. The vice presidents shall act
under the direction of the president and in the absence or disability of the
president shall perform the duties and exercise the power of the president. They
shall perform such other duties and have such other powers as the president or
the Board of Directors may from time to time prescribe. The Board of Directors
may designate one or more executive vice presidents or may otherwise specify the
order of seniority of the vice presidents and, in that event, the duties and
powers of the president shall descend to the vice presidents in the specified
order of seniority.

Section 7. SECRETARY. The secretary shall act under the
direction of the president. Subject to the direction of the president, the
secretary shall attend all meetings of the Board of Directors and all meetings
of stockholders and record the proceedings in a book to be kept for that purpose
and shall perform like duties for the committees designated by the Board of
Directors when required. The secretary shall give, or cause to be given, notice
of all meetings of stockholders and special meetings of the Board of Directors,
and shall perform such other duties as may be prescribed by the president or the
Board of Directors. The secretary shall keep in safe custody the seal of the
Corporation and shall affix the seal or cause it to be affixed to any instrument
requiring it.

Section 8. ASSISTANT SECRETARIES. The assistant secretaries in
the order of their seniority, unless otherwise determined by the president or
the Board of Directors, shall, in the absence or disability of the secretary,
perform the duties and exercise the powers of the secretary. They shall perform
such other duties and have such other powers as the president or the Board of
Directors may from time to time prescribe.

Section 9. TREASURER. The treasurer shall act under the
direction of the president. Subject to the direction of the president he shall
have the custody of the corporate funds and securities and shall keep full and
accurate accounts of receipts and disbursements in books belonging to the
Corporation and shall deposit all monies and other valuable effects in the name
and to the credit of the Corporation in such depositories as may be designated
by the Board of Directors. The treasurer shall disburse the funds of the
Corporation as may be ordered by the president or the Board of Directors, taking
proper vouchers for such disbursements, and shall render to the president and
the Board of Directors, at its regular meetings, or when the Board of Directors
so requires, an account of all his or her transactions as treasurer and of the
financial condition of the Corporation.

Section 10. ASSISTANT TREASURERS. The assistant treasurers in
the order of their seniority, unless otherwise determined by the president or
the Board of Directors, shall, in the absence or disability of the treasurer,
perform the duties and exercise the powers of the treasurer. They shall perform
such other duties and have such other powers as the president or the Board of
Directors may from time to time prescribe.

ARTICLE VI

CERTIFICATES OF STOCK

Section 1. GENERAL. Every holder of stock of the Corporation
who has made full payment of the consideration for such stock shall be entitled
upon request to have a certificate, signed by, or in the name of the Corporation
by, the Chairman, the president or any vice president and countersigned by the
treasurer or an assistant treasurer or the secretary or an assistant secretary
of the Corporation, certifying the number and class of whole shares of stock
owned by such holder in the Corporation.

Section 2. SIGNATURES ON CERTIFICATES. Any of or all the
signatures on a certificate may be a facsimile. In case any officer who has
signed or whose facsimile signature has been placed upon a certificate shall
cease to be such officer before such certificate is issued, it may be issued
with the same effect as if he or she were such officer at the date of issue. The
seal of the Corporation or a facsimile thereof may, but need not, be affixed to
certificates of stock.

Section 3. LOST, STOLEN OR DESTROYED CERTIFICATES. The Board
of Directors may direct a new certificate or certificates to be issued in place
of any certificate or certificates theretofore issued by the Corporation alleged
to have been lost, stolen or destroyed, upon the making of any affidavit of that
fact by the person claiming

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the certificate or certificates to be lost, stolen or destroyed. When
authorizing such issue of a new certificate or certificates, the Board of
Directors may, in its discretion and as a condition precedent to the issuance
thereof, require the owner of such lost, stolen or destroyed certificate or
certificates, or his or her legal representative, to give the Corporation a bond
in such sum as it may direct as indemnity against any claim that may be made
against the Corporation with respect to the certificate or certificates alleged
to have been lost, stolen or destroyed.

Section 4. TRANSFER OF SHARES. Upon request by the registered
owner of shares, and if a certificate has been issued to represent such shares
upon surrender to the Corporation or a transfer agent of the Corporation of a
certificate for shares of stock duly endorsed or accompanied by proper evidence
of succession, assignment or authority to transfer, subject to the Corporation's
rights to redeem or purchase such shares, it shall be the duty of the
Corporation, if it is satisfied that all provisions of the Articles of
Incorporation, of the By-Laws and of the law regarding the transfer of shares
have been duly complied with, to record the transactions upon its books, issue a
new certificate to the person entitled thereto upon request for such
certificate, and cancel the old certificate, if any.

Section 5. REGISTERED OWNERS. The Corporation shall be
entitled to recognize the person registered on its books as the owner of shares
to be the exclusive owner for all purposes including, redemption, voting and
dividends, and the Corporation shall not be bound to recognize any equitable or
other claim to or interest in such share or shares on the part of any other
person, whether or not it shall have express or other notice thereof, except as
otherwise provided by the laws of Maryland.

ARTICLE VII

MISCELLANEOUS

Section 1. RESERVES. There may be set aside out of any funds
of the Corporation available for dividends such sum or sums as the Board of
Directors from time to time, in their absolute discretion, think proper as a
reserve or reserves to meet contingencies, or for repairing or maintaining any
property of the Corporation, or for the purchase of additional property, or for
such other purpose as the Board of Directors shall think conducive to the
interest of the Corporation, and the Board of Directors may modify or abolish
any such reserve.

Section 2. DIVIDENDS. Dividends upon the stock of the
Corporation may, subject to the provisions of the Articles of Incorporation and
of the provisions of applicable law, be declared by the Board of Directors at
any time. Dividends may be paid in cash, in property or in shares of the
Corporation's stock, subject to the provisions of the Articles of Incorporation
and of applicable law.

Section 3. CAPITAL GAINS DISTRIBUTIONS. The amount and number
of capital gains distributions paid to the stockholders during each fiscal year
shall be determined by the Board of Directors. Each such payment shall be
accompanied by a statement as to the source of such payment, to the extent
required by law.

Section 4. CHECKS. All checks or demands for money and notes
of the Corporation shall be signed by such officer or officers or such other
person or persons as the Board of Directors may from time to time designate.

Section 5. FISCAL YEAR. The fiscal year of the Corporation
shall be fixed by resolution of the Board of Directors.

Section 6. SEAL. The corporate seal shall have inscribed
thereon the name of the Corporation, the year of its organization and the words,
"Corporate Seal, Maryland". The seal may be used by causing it or a facsimile
thereof to be impressed or affixed or in another manner reproduced.

Section 7. FILING OF BY-LAWS. A certified copy of the By-Laws,
including all amendments, shall be kept at the principal office of the
Corporation in the State of Maryland.

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<PAGE>

Section 8. ANNUAL REPORT. The books of account of the
Corporation shall be examined by an independent firm of public accountants at
the close of each annual fiscal period of the Corporation and at such other
times, if any, as may be directed by the Board of Directors of the Corporation.
Within one hundred and twenty days of the close of each annual fiscal period a
report based upon such examination at the close of that fiscal period shall be
mailed to each stockholder of the Corporation of record at the close of such
annual fiscal period, unless the Board of Directors shall set another record
date, at his address as the same appears on the books of the Corporation. Each
such report shall contain such information as is required to be set forth
therein by the Investment Company Act of 1940 and the rules and regulations
promulgated by the Securities and Exchange Commission thereunder. Such report
shall also be submitted at the annual meeting of the stockholders and filed
within twenty days thereafter at the principal office of the Corporation in the
State of Maryland but, in any event, within one hundred and twenty days after
the end of the fiscal year.

Section 9. STOCK LEDGER. The Corporation shall maintain at its
principal office outside of the State of Maryland an original or duplicate stock
ledger containing the names and addresses of all stockholders and the number of
shares of stock held by each stockholder. Such stock ledger may be in written
form or in any other form capable of being converted into written form within a
reasonable time for visual inspection.

Section 10. RATIFICATION OF ACCOUNTANTS BY STOCKHOLDERS. At
every annual meeting of the stockholders of the Corporation otherwise called
there shall be submitted for ratification or rejection the name of the firm of
independent public accountants which has been selected for the current fiscal
year in which such annual meeting is held by a majority of those members of the
Board of Directors who are not investment advisers of, or interested person (as
defined in the Investment Company Act of 1940) of an investment adviser of, or
officers or employees of, the Corporation.

Section 11. INVESTMENT ADVISERS. The Corporation may enter
into one or more management or advisory, underwriting, distribution or
administration contracts with any person, firm, partnership, association or
corporation but such contract or contracts shall continue in effect only so long
as such continuance is specifically approved annually by a majority of the Board
of Directors or by vote of the holders of a majority of the voting securities
(as defined in the Investment Company Act of 1940)of the Corporation, and in
either case by vote of a majority of the directors who are not parties to such
contracts or interested persons (as defined in the Investment Company Act of
1940) of any such party cast in person at a meeting called for the purpose of
voting on such approval.

ARTICLE VIII

INDEMNIFICATION AND INSURANCE

Section 1. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Any
person who was or is a party or is threatened to be made a party in any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative, by reason of the fact that such
person is a current or former director or officer of the Corporation, or is or
was serving while a director or officer of the Corporation at the request of the
Corporation as a director, officer, partner, trustee, employee, agent or
fiduciary of another corporation, partnership, joint venture, trust, enterprise
or employee benefit plan, shall be indemnified by the Corporation against
judgments, penalties, fines, excise taxes, settlements and reasonable expenses
(including attorneys' fees) actually incurred by such person in connection with
such action, suit or proceeding to the full extent permissible under the
Maryland General Corporation Law, the Securities Act of 1933, as amended (the
'Securities Act"), and the Investment Company Act of 1940, as such statutes are
now or hereafter in force, except that such indemnity shall not protect any such
person against any liability to the Corporation or any stockholder thereof to
which such person would otherwise be subject by reason of willful misfeasance,
bad faith, gross negligence or reckless disregard of the duties involved in the
conduct of his office ("disabling conduct").
Section 2. ADVANCES. Any current or former director or officer
of the Corporation claiming indemnification within the scope of this Article
VIII shall be entitled to advances from the Corporation for payment of the
reasonable expenses incurred by him in connection with proceedings to which he
is a party in the manner and

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to the full extent permissible under the Maryland General Corporation Law,
the Securities Act and the Investment Company Act of 1940, as such statutes are
now or hereafter in force; provided, however, that the person seeking
indemnification shall provide to the Corporation a written affirmation of his
good faith belief that the standard of conduct necessary for indemnification by
the Corporation has been met and a written undertaking to repay any such advance
unless it is ultimately determined that he is entitled to indemnification, and
provided further that at least one of the following additional conditions is
met: (a) the person seeking indemnification shall provide a security in form and
amount acceptable to the Corporation for his undertaking; (b) the Corporation is
insured against losses arising by reason of the advance; or (c) a majority of a
quorum of directors of the Corporation who are neither "interested persons" as
defined in Section 2(a)(19) of the Investment Company Act of 1940, nor parties
to the proceeding ("disinterested non-party directors"), or independent legal
counsel, in a written opinion, shall determine, based on a review of facts
readily available to the Corporation at the time the advance is proposed to be
made, that there is reason to believe that the person seeking indemnification
will ultimately be found to be entitled to indemnification.

Section 3. PROCEDURE. At the request of any current or former
director or officer, or any employee or agent whom the Corporation proposes to
indemnify, the Board of Directors shall determine, or cause to be determined, in
a manner consistent with the Maryland General Corporation Law, the Securities
Act and the Investment Company Act of 1940, as such statutes are now or
hereafter in force, whether the standards required by this Article VIII have
been met; provided, however, that indemnification shall be made only following:
(a) a final decision on the merits by a court or other body before whom the
proceeding was brought that the person to be indemnified was not liable by
reason of disabling conduct; or (b) in the absence of such a decision, a
reasonable determination, based upon a review of the facts, that the person to
be indemnified was not liable by reason of disabling conduct by, (I) the vote of
a majority of a quorum of disinterested non-party directors, or (ii) an
independent legal counsel in a written opinion.

Section 4. INDEMNIFICATION OF EMPLOYEES AND AGENTS. Employees
and agents who are not officers or directors of the Corporation may be
indemnified, and reasonable expenses may be advanced to such employees or
agents, in accordance with the procedures set forth in this Article VIII to the
extent permissible under the Investment Company Act of 1940, the Securities Act
and Maryland General Corporation Law, as such statutes are now or hereafter in
force, to the extent, consistent with the foregoing, as may be provided by
action of the Board of Directors or by contract.

Section 5. OTHER RIGHTS. The indemnification provided by this
Article VIII shall not be deemed exclusive of any other rights, in respect of
indemnification or otherwise, to which those seeking such indemnification may be
entitled under any insurance or other agreement, vote of stockholders or
disinterested directors or otherwise, both as to action by a director or officer
of the Corporation in his official capacity and as to action by such person in
another capacity while holding such office or position, and shall continue as to
a person who has ceased to be a director or officer and shall inure to the
benefit of the heirs, executors and administrators of such a person.

Section 6. INSURANCE. The Corporation shall have the power to
purchase and maintain insurance on behalf of any person who is or was a
director, officer, employee or agent of the Corporation, or who, while a
director, officer, employee or agent of the Corporation, is or was serving at
the request of the Corporation as a director, officer, partner, trustee,
employee, agent or fiduciary of another corporation, partnership, joint venture,
trust, enterprise or employee benefit plan, against any liability asserted
against and incurred by him in any such capacity, or arising out of his status
as such, provided that no insurance may be obtained by the Corporation for
liabilities against which it would not have the power to indemnify him under
this Article VIII or applicable law.

ARTICLE IX
AMENDMENTS
The Board of Directors shall have the power, by a majority
vote of the entire Board of Directors at any meeting thereof, to make, alter and
repeal By-Laws of the Corporation.

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Exhibit (d)
KINETICS MUTUAL FUNDS, INC.
INVESTMENT ADVISORY AGREEMENT

THIS INVESTMENT ADVISORY AGREEMENT is made as of the 1st day
of September, 1999, by and between KINETICS MUTUAL FUNDS, INC., a Maryland
corporation (the "Company") on behalf of its series The Medical Fund (the
"Fund") and KINETICS ASSET MANAGEMENT, INC., a New York corporation (the
"Adviser").

W I T N E S S E T H :

WHEREAS, the Company is an open-end management investment
company, registered as such under the Investment Company Act of 1940 (the
"Investment Company Act");

WHEREAS, the Adviser is registered as an investment adviser
under the Investment Advisers Act of 1940 and is engaged in the business of
providing investment advice to investment companies; and

WHEREAS, the Company, on behalf of the Fund, desires to retain
the Adviser to render advice and services to the Fund pursuant to the terms and
provisions of this Agreement, and the Adviser desires to furnish said advice and
services.

NOW, THEREFORE, in consideration of the covenants and the
mutual promises hereinafter set forth, the parties to this Agreement, intending
to be legally bound hereby, mutually agree as follows:

1. APPOINTMENT OF ADVISER. The Company hereby employs the
Adviser and the Adviser hereby accepts such employment, to render investment
advice and related services with respect to the assets of the Fund for the
period and on the terms set forth in this Agreement, subject to the supervision
and direction of the Board of Directors.

2. DUTIES OF ADVISER.

(a) GENERAL DUTIES. The Adviser shall act as
investment adviser to the Fund and shall supervise investments of the Fund in
accordance with the investment objective, policies and restrictions of the Fund
as set forth in the Fund's governing documents, including, without limitation,
the Fund's Articles of Incorporation, as amended and restated, and Bylaws, as
amended and restated, the prospectus and statement of additional information;
and such other limitations, policies and procedures as the Directors may impose
from time to time in writing to the Adviser. In providing such services, the
Adviser shall at all times adhere to the provisions and restrictions contained
in the federal securities laws, applicable state securities laws, the Internal
Revenue Code, the Uniform Commercial Code and other applicable law.

Without limiting the generality of the
foregoing, the Adviser shall: (i) furnish the Fund with advice and
recommendations with respect to the investment of the Fund's assets and the
purchase and sale of portfolio securities for the Fund, including the taking of
such steps as may be necessary to implement such advice and recommendations
(i.e., placing the orders); (ii) manage and oversee the investments of the Fund,
subject to the ultimate supervision and direction of the Board of Directors;
(iii) vote proxies for the Fund, file ownership reports under Section 13 of the
Securities Exchange Act of 1934 for the Fund, and take other actions on behalf
of the Fund; (iv) maintain the books and records required to be maintained by
the Fund except to the extent arrangements have been made for such books and
records to be maintained by Firstar Mutual Fund Services LLC, a Wisconsin
limited liability company (the "Sub-Administrator") or another agent of the
Fund; (v) furnish reports, statements and other data on securities, economic
conditions and other matters related to the investment of the Fund's assets
which the Board of Directors or the officers of the Fund may reasonably request;
and (vi) render to the Board of Directors

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such periodic and special reports with respect to the Fund's investment
activities as the Board may reasonably request, including at least one in-person
appearance annually before the Board of Directors.

(b) BROKERAGE. The Adviser shall be responsible for
decisions to buy and sell securities for the Fund, for broker-dealer
selection, and for negotiation of brokerage commission rates, provided that the
Adviser shall not direct orders to an affiliated person of the Adviser without
general prior authorization to use such affiliated broker or dealer from the
Board of Directors. The Adviser's primary consideration in effecting a
securities transaction will be execution at the most favorable price. In
selecting a broker-dealer to execute each particular transaction, the Adviser
may take the following into consideration: the best net price available; the
reliability, integrity and financial condition of the broker-dealer; the size of
and difficulty in executing the order; and the value of the expected
contribution of the broker-dealer to the investment performance of the Fund on a
continuing basis. The price to the Fund in any transaction may be less favorable
than that available from another broker-dealer if the difference is reasonably
justified by other aspects of the portfolio execution services offered.

Subject to such policies as the Board of Directors
may determine, the Adviser shall not be deemed to have acted unlawfully or to
have breached any duty created by this Agreement or otherwise solely by reason
of its having caused the Fund to pay a broker or dealer that provides (directly
or indirectly) brokerage or research services to the Adviser an amount of
commission for effecting a portfolio transaction in excess of the amount of
commission another broker or dealer would have charged for effecting that
transaction, if the Adviser determines in good faith that such amount of
commission was reasonable in relation to the value of the brokerage and research
services provided by such broker or dealer, viewed in terms of either that
particular transaction or the Adviser's overall responsibilities with respect to
the Fund. The Adviser is further authorized to allocate the orders placed by it
on behalf of the Fund to such brokers or dealers who also provide research or
statistical material, or other services, to the Fund, the Adviser, or any
affiliate of either. Such allocation shall be in such amounts and proportions as
the Adviser shall determine, and the Adviser shall report on such allocations
regularly to the Fund, indicating the broker-dealers to whom such allocations
have been made and the basis therefor. The Adviser is also authorized to
consider sales of shares as a factor in the selection of brokers or dealers to
execute portfolio transactions, subject to the requirements of best execution,
i.e., that such brokers or dealers are able to execute the order promptly and at
the best obtainable securities price.

On occasions when the Adviser deems the purchase
or sale of a security to be in the best interest of the Fund as well as of
other clients (to the extent that the Adviser may, in the future, have other
clients), the Adviser, to the extent permitted by applicable laws and
regulations, may aggregate the securities to be so purchased or sold in order to
obtain the most favorable price or lower brokerage commissions and the most
efficient execution. In such event, allocation of the securities so purchased or
sold, as well as the expenses incurred in the transaction, will be made by the
Adviser in the manner it considers to be the most equitable and consistent with
its fiduciary obligations to the Fund and to such other clients.

3. REPRESENTATIONS OF THE ADVISER.

(a) The Adviser shall use its best judgment and
efforts in rendering the advice and services to the Fund as contemplated by
this Agreement.

(b) The Adviser shall maintain all licenses and
registrations necessary to perform its duties hereunder in good order.

(c) The Adviser shall conduct its operations at all
times in conformance with the Investment Advisers Act of 1940, the Investment
Company Act of 1940, and any other applicable state and/or self-regulatory
organization regulations.

4. INDEPENDENT CONTRACTOR. The Adviser shall, for all purposes
herein, be deemed to be an independent contractor, and shall, unless otherwise
expressly provided and authorized to do so, have no authority to act for or
represent the Fund in any way, or in any way be deemed an agent for the Fund. It
is expressly understood and agreed that the services to be rendered by the
Adviser to the Fund under the provisions of this Agreement are

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<PAGE>

not to be deemed exclusive, and the Adviser shall be free to render similar
or different services to others so long as its ability to render the services
provided for in this Agreement shall not be impaired thereby.

5. ADVISER'S PERSONNEL. The Adviser shall, at its own expense,
maintain such staff and employ or retain such personnel and consult with such
other persons as it shall from time to time determine to be necessary to the
performance of its obligations under this Agreement. Without limiting the
generality of the foregoing, the staff and personnel of the Adviser shall be
deemed to include persons employed or retained by the Adviser to furnish
statistical information, research, and other factual information, advice
regarding economic factors and trends, information with respect to technical and
scientific developments, and such other information, advice and assistance as
the Adviser or the Board of Directors may desire and reasonably request.

6. EXPENSES.

(a) With respect to the operation of the Fund, the
Adviser shall be responsible for (i) providing the personnel, office space
and equipment reasonably necessary for the investment management of the Fund,
and (ii) the costs of any special Board of Directors meetings or shareholder
meetings convened for the primary benefit of the Adviser. If the Adviser has
agreed to limit the operating expenses of the Fund, the Adviser shall also be
responsible on a monthly basis for any operating expenses that exceed the agreed
upon expense limitation.

(b) The Fund is responsible for and has assumed the
obligation for payment of all of its expenses, other than as stated in
Subparagraph 6(a) above, including but not limited to: investment advisory,
administrative and sub-administrative fees payable to the Adviser or the
Sub-Administrator under the appropriate agreements entered into with the Adviser
or the Sub-Administrator, as the case may be; fees and expenses incurred in
connection with the issuance, registration and transfer of its shares; brokerage
and commission expenses; all expenses of transfer, receipt, safekeeping,
servicing and accounting for the cash, securities and other property of the Fund
including all fees and expenses of its custodian, shareholder services agent and
accounting services agent; interest charges on any borrowings; costs and
expenses of pricing and calculating its daily net asset value and of maintaining
its books of account required under the Investment Company Act; taxes, if any; a
pro rata portion of expenditures in connection with meetings of the Fund's
shareholders and Board of Directors that are properly payable by the Fund;
salaries and expenses of officers and fees and expenses of members of the Board
of Directors or members of any advisory board or committee who are not members
of, affiliated with or interested persons of the Adviser or the
Sub-Administrator; insurance premiums on property or personnel of the Fund which
inure to its benefit, including liability and fidelity bond insurance; the cost
of preparing and printing reports, proxy statements, prospectuses and statements
of additional information of the Fund or other communications for distribution
to existing shareholders; legal, auditing and accounting fees; trade association
dues; fees and expenses (including legal fees) of registering and maintaining
registration of its shares for sale under federal and applicable state and
foreign securities laws; all expenses of maintaining and servicing shareholder
accounts, including all charges for transfer, shareholder recordkeeping,
dividend disbursing, redemption, and other agents for the benefit of the Fund;
and all other charges and costs of its operation plus any extraordinary and
non-recurring expenses, except as herein otherwise prescribed.

(d) To the extent the Adviser incurs any costs by
assuming expenses which are an obligation of the Fund as set forth herein, the
Fund shall promptly reimburse the Adviser for such costs and expenses, except
to the extent the Adviser has otherwise agreed to bear such
expenses. To the extent the services for which the Fund is obligated to pay are
performed by the Adviser, the Adviser shall be entitled to recover from the Fund
to the extent of the Adviser's actual costs for providing such services. In
determining the Adviser's actual costs, the Adviser may take into account an
allocated portion of the salaries and overhead of personnel performing such
services.

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<PAGE>

7. INVESTMENT ADVISORY FEE.

(a) The Fund shall pay to the Adviser, and the
Adviser agrees to accept, as full compensation for all investment and
advisory services furnished or provided to the Fund pursuant to this Agreement,
an annual investment advisory fee at the rate set forth in Schedule A to this
Agreement.

(b) The investment advisory fee shall be accrued
daily by the Fund and paid to the Adviser on the first
business day of the succeeding month.

(c) The initial fee under this Agreement shall be
payable on the first business day of the first month following the effective
date of this Agreement and shall be prorated as set forth below. If this
Agreement is terminated prior to the end of any month, the fee to the Adviser
shall be prorated for the portion of any month in which this Agreement is in
effect which is not a complete month according to the proportion which the
number of calendar days in the month during which the Agreement is in effect
bears to the number of calendar days in the month, and shall be payable within
ten (10) days after the date of termination.

(d) The fee payable to the Adviser under this
Agreement will be reduced to the extent of any receivable owed by the Adviser
to the Fund and as required under any expense limitation applicable to the Fund.

(e) The Adviser voluntarily may reduce any portion
of the compensation or reimbursement of expenses due to it pursuant to this
Agreement and may agree to make payments to limit the expenses which are the
responsibility of the Fund under this Agreement. Any such reduction or payment
shall be applicable only to such specific reduction or payment and shall not
constitute an agreement to reduce any future compensation or reimbursement due
to the Adviser hereunder or to continue future payments. Any such reduction will
be agreed to prior to accrual of the related expense or fee and will be
estimated daily and reconciled and paid on a monthly basis.

(f) Any fee withheld or voluntarily reduced and any
Fund expense absorbed by the Adviser voluntarily or pursuant to an agreed upon
expense cap shall be reimbursed by the Fund to the Adviser, if so requested by
the Adviser, no later than the fifth fiscal year succeeding the fiscal year of
the withholding, reduction or absorption if the aggregate amount actually paid
by the Fund toward the operating expenses for such fiscal year (taking into
account the reimbursement) do not exceed the applicable limitation on Fund
expenses. Such reimbursement may be paid prior to the Fund's payment of current
expenses if so requested by the Adviser even if such practice may require the
Adviser to waive, reduce or absorb current Fund expenses.

(g) The Adviser may agree not to require payment of
any portion of the compensation or reimbursement of expenses otherwise due to it
pursuant to this Agreement. Any such agreement shall be applicable only with
respect to the specific items covered thereby and shall not constitute an
agreement not to require payment of any future compensation or reimbursement
due to the Adviser hereunder.

8. NO SHORTING; NO BORROWING. The Adviser agrees that neither
it nor any of its officers or employees shall take any short position in the
shares of the Fund. This prohibition shall not prevent the purchase of such
shares by any of the officers or employees of the Adviser or any trust, pension,
profit-sharing or other benefit plan for such persons or affiliates thereof, at
a price not less than the net asset value thereof at the time of purchase, as
allowed pursuant to rules promulgated under the Investment Company Act. The
Adviser agrees that neither it nor any of its officers or employees shall borrow
from the Fund or pledge or use the Fund's assets in connection with any
borrowing not directly for the Fund's benefit. For this purpose, failure to pay
any amount due and payable to the Fund for a period of more than thirty (30)
days shall constitute a borrowing.

-25-
<PAGE>

9. CONFLICTS WITH THE FUND'S GOVERNING DOCUMENTS AND
APPLICABLE LAWS. Nothing herein contained shall be deemed to require the Fund to
take any action contrary to its Articles of Incorporation, as amended and
restated, Bylaws, as amended and restated, or any applicable statute or
regulation, or to relieve or deprive the Board of Directors of its
responsibility for and control of the conduct of the affairs of the Fund. In
this connection, the Adviser acknowledges that the Directors retain ultimate
plenary authority over the Fund and may take any and all actions necessary and
reasonable to protect the interests of shareholders.

10. REPORTS AND ACCESS. The Adviser agrees to supply such
information to the Sub-Administrator and to permit such compliance inspections
by the Sub-Administrator as shall be reasonably necessary to permit the
Sub-Administrator to satisfy its obligations and respond to the reasonable
requests of the Directors.

11. ADVISER'S LIABILITIES AND INDEMNIFICATION.

(a) The Adviser shall have responsibility for the
accuracy and completeness (and liability for the lack thereof) of the statements
in the Fund's offering materials (including the prospectus, the statement of
additional information, advertising and sales materials), except for information
supplied by the Sub-Administrator or the Fund or another third party for
inclusion therein.

(b) The Adviser shall be liable to the Fund for any
loss (including brokerage charges) incurred by the Fund as a result of any
improper investment made by the Adviser.

(c) In the absence of willful misfeasance, bad faith,
gross negligence, or reckless disregard of the obligations or duties hereunder
on the part of the Adviser, the Adviser shall not be subject to liability to the
Fund or to any shareholder of the Fund for any act or omission in the course of,
or connected with, rendering services hereunder or for any losses that may be
sustained in the purchase, holding or sale of any security by the Fund.

(d) Each party to this Agreement shall indemnify and
hold harmless the other party and the shareholders, directors, officers and
employees of the other party (any such person, an "Indemnified Party") against
any loss, liability, claim, damage or expense (including the reasonable cost of
investigating and defending any alleged loss, liability, claim, damage or
expenses and reasonable counsel fees incurred in connection therewith) arising
out of the Indemnified Party's performance or nonperformance of any duties under
this Agreement provided, however, that nothing herein shall be deemed to protect
any Indemnified Party against any liability to which such Indemnified Party
would otherwise be subject by reason of willful misfeasance, bad faith or
negligence in the performance of duties hereunder or by reason of reckless
disregard of obligations and duties under this Agreement.

(e) No provision of this Agreement shall be construed
to protect any Director or officer of the Fund, or
officer of the Adviser, from liability in violation of Sections 17(h) and (i) of
the Investment Company Act.

12. NON-EXCLUSIVITY; TRADING FOR ADVISER'S OWN ACCOUNT. The
Fund's employment of the Adviser is not an exclusive arrangement. The Fund may
from time to time employ other individuals or entities to furnish it with the
services provided for herein. Likewise, the Adviser may act as investment
adviser for any other person, and shall not in any way be limited or restricted
from having, selling or trading any securities for its or their own accounts or
the accounts of others for whom it or they may be acting, provided, however,
that the Adviser expressly represents that it will undertake no activities which
will adversely affect the performance of its obligations to the Fund under this
Agreement; and provided further that the Adviser will adhere to a code of ethics
governing employee trading and trading for proprietary accounts that conforms to
the requirements of the Investment Company Act and the Investment Advisers Act
of 1940 and has been approved by the Fund's Board of Directors.

13. TERM. This Agreement shall become effective on September
1, 1999 and shall remain in effect for a period of two (2) years, unless sooner
terminated as hereinafter provided. This Agreement shall continue in effect
thereafter for additional periods not exceeding one (1) year so long as such
continuation is approved for the Fund at least annually by (i) the Board of
Directors or by the vote of a majority of the outstanding

-26-
<PAGE>

voting securities of the Fund and (ii) the vote of a majority of the
Directors of the Fund who are not parties to this Agreement nor interested
persons thereof, cast in person at a meeting called for the purpose of voting on
such approval. The terms "majority of the outstanding voting securities" and
"interested persons" shall have the meanings as set forth in the Investment
Company Act.

14. TERMINATION; NO ASSIGNMENT.

(a) This Agreement may be terminated by the Fund at
any time without payment of any penalty, by the Board of Directors or by vote
of a majority of the outstanding voting securities of the Fund, upon sixty (60)
days' written notice to the Adviser, and by the Adviser upon sixty (60) days'
written notice to the Fund. In the event of a termination, the Adviser shall
cooperate in the orderly transfer of the Fund's affairs and, at the request of
the Board of Directors, transfer any and all books and records of the Fund
maintained by the Adviser on behalf of the Fund.

(b) This Agreement shall terminate automatically in
the event of any transfer or assignment thereof, as
defined in the Investment Company Act.

15. SEVERABILITY. If any provision of this Agreement shall be
held or made invalid by a court decision, statute or rule, or shall be otherwise
rendered invalid, the remainder of this Agreement shall not be affected thereby.

16. CAPTIONS. The captions in this Agreement are included for
convenience of reference only and in no way define or limit any of the
provisions hereof or otherwise affect their construction or effect.

17. GOVERNING LAW. This Agreement shall be governed by, and
construed in accordance with, the laws of the State of New York without giving
effect to the conflict of laws principles thereof; provided that nothing herein
shall be construed to preempt, or to be inconsistent with, any federal law,
regulation or rule, including the Investment Company Act and the Investment
Advisers Act of 1940 and any rules and regulations promulgated thereunder.

IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed by their duly authorized officers, all on the day
and year first above written.

KINETICS MUTUAL FUNDS, INC., KINETICS ASSET MANAGEMENT, INC.
on behalf of its series, The Medical Fund

By:_________________________________ By:_________________________________
Name: Name:
Title: Title:

121314

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<PAGE>

SCHEDULE A

ANNUAL FEE RATE

The Medical Fund 1.25% of average daily net assets

-28-

Exhibit (e)
DISTRIBUTION AGREEMENT
BETWEEN
KINETICS MUTUAL FUNDS, INC.
AND
T.O. RICHARDSON SECURITIES, INC.

THIS AGREEMENT is made effective as of the 1st day of
September, 1999, by and between KINETICS MUTUAL FUNDS, INC., a Maryland
corporation (the "Company") and T.O. RICHARDSON SECURITIES, INC., a corporation
organized and existing under the laws of the State of Connecticut ("TORS").

WHEREAS, the Company is registered under the Investment
Company Act of 1940, as amended (the "1940 Act"), as an open-end management
investment company, and will register one (1) or more distinct series of shares
of common stock ("Shares") for sale to the public under the Securities Act of
1933, as amended (the "1933 Act"), and will qualify the Shares for sale to the
public under various state securities laws; and

WHEREAS, TORS is registered as a broker-dealer under the
Securities Exchange Act of 1934, as amended (the "1934 Act") and under each
state's securities laws, and is also a member of the National Association of
Securities Dealers, Inc. (the "NASD"); and

WHEREAS, the Company desires to retain TORS as principal
underwriter and national distributor in connection with the offering and sale of
the Shares of THE MEDICAL FUND (the "Fund") and each subsequently created series
as may be listed on Schedule A (as amended from time to time) attached hereto
and TORS is willing to act as principal underwriter and national distributor for
the Fund or Funds on the terms and conditions hereinafter set forth. (The Fund
and each subsequently created series each being referred to hereinafter as a
"Fund" or the "Funds".)

NOW, THEREFORE, in consideration of the promises and mutual
covenants herein contained, it is agreed between the parties hereto as follows:

1. APPOINTMENT. The Company hereby appoints TORS as its agent
to be the principal underwriter and national distributor of the Fund's Shares
and to hold itself out as available to receive and accept orders for the
purchase and redemption of the Shares on behalf of the Fund, subject to the
terms and for the period set forth in this Agreement. TORS hereby accepts such
appointment and agrees to act hereunder. The Company understands that any
solicitation activities conducted on behalf of the Fund will be conducted
primarily by employees of the Fund's adviser, KINETICS ASSET MANAGEMENT, INC.
("Kinetics" or the "Adviser"), who shall become registered representatives of
TORS.

2. SERVICES AND DUTIES OF TORS.

(a) TORS agrees to distribute Fund Shares on a best
efforts basis from time to time during the term of this Agreement as agent
for the Company and upon the terms described in the Company's Registration
Statement, as amended from time to time. As used in this Agreement, the term
"Registration Statement" shall mean the currently effective registration
statement of the Company, and any supplements thereto, under the 1933 Act and
the 1940 Act.

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<PAGE>

(b) TORS, with the operational assistance of the
Fund's transfer agent, will hold itself available to receive purchase and
redemption orders satisfactory to TORS for Shares and will accept such orders on
behalf of the Fund. Such purchase orders shall be deemed effective at the time
and in the manner set forth in the Registration Statement.

(c) TORS, with the operational assistance of the
Fund's transfer agent, shall make Shares available through the National
Securities Clearing Corporation's Fund/SERV System.

(d) TORS and its registered personnel shall provide
to investors and potential investors only such information regarding a Fund as
the Fund shall provide or approve. TORS shall review and file all proposed
advertisements and sales literature with regulators, as appropriate, and consult
with the Fund regarding any comments provided by regulators with respect to such
materials.

(e) The offering price of the Shares shall be the
price determined in accordance with, and in the manner set forth in, the
most-current Prospectus. The Fund shall make available to TORS a statement of
each computation of net asset value and the details of entering into such
computation.

(f) TORS in its sole discretion may repurchase Shares
offered for sale by the shareholders. Repurchase of Shares by TORS shall be
at the price determined in accordance with, and in the manner set forth in, the
most current Prospectus. At the end of each business day, TORS shall notify, by
any appropriate means, the Fund and its transfer agent of the orders for
repurchase of Fund Shares received by TORS since the last such report, the
amount to be paid for such Shares, and the identity of the shareholders offering
Shares for repurchase. The Fund reserves the right to suspend such repurchase
right upon written notice to TORS. TORS further agrees to act as agent for the
Fund to receive and transmit promptly to the Fund's transfer agent shareholder
requests for redemption of Shares.

(g) TORS shall not be obligated to sell any certain
number of Shares.

(h) TORS shall prepare reports for the Board
regarding its activities under this Agreement as from time to time shall be
reasonably requested by the Board.

(i) TORS shall at all times during the term of this
Agreement remain registered broker-dealer under the 1934 Act and with all fifty
(50) states, and shall also remain a member in good standing of the NASD. TORS
shall immediately notify the Company in writing if it receives written
notification that such registrations or membership have been temporarily or
permanently suspended, limited or terminated.

(j) TORS will serve as licensing/regulatory agent for
employees and other personnel of Kinetics, who will
be registered as TORS broker-dealer representatives.

3. DUTIES OF THE FUND.

(a) The Company shall keep TORS fully informed of its
affairs and shall provide to TORS from time to time copies of all information,
financial statements, and other papers that TORS may reasonably request for
use in connection with the distribution of Shares, including, without
limitation, certified copies of any financial statements prepared for the Fund
by its independent public accountant and such reasonable number of copies of the
most current Prospectus, Statement of Additional Information ("SAI"), and annual
and interim

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<PAGE>

reports as TORS may request, and the Company shall fully cooperate in the
efforts of TORS to distribute and arrange for the distribution of Fund Shares.

(b) The Company shall maintain a currently effective
Registration Statement on Form N-1A with the Securities and Exchange
Commission (the "SEC"), satisfy proper notice filing and fee payment provisions
of applicable states and file such reports and other documents as may be
required under applicable federal and state laws. The Company shall notify TORS
in writing of the states in which Fund Shares may be sold and shall notify TORS
in writing of any changes to such information. The Fund shall bear all expenses
related to preparing and typesetting such Prospectuses, SAI and other materials
required by law and such other expenses, including printing and mailing
expenses, related to the Fund's communication with persons who are shareholders.

(c) The Company shall not use any advertisements or
other sales materials that have not been (i) submitted to TORS for its review
and approval, and (ii) if required, filed with the appropriate regulators.

(d) The Company represents and warrants that its
Registration Statement and any advertisements and sales literature (excluding
statements relating to TORS and the services it provides that are based upon
written information furnished by TORS expressly for inclusion therein) of the
Fund shall not contain any untrue statement of material fact or omit to state
any material fact required to be stated therein or necessary to make the
statements therein not misleading, and that all statements or information
furnished to TORS pursuant to Section 3(a) hereof, shall be true and correct in
all material respects.

4. OTHER BROKER-DEALERS. TORS in its discretion shall enter
into agreements to sell Shares to such registered and qualified retail dealers,
as reasonably requested by the Company or Kinetics. In making agreements with
such dealers, TORS shall act only as principal and not as agent for the Company.
The form of any such dealer agreement shall be mutually agreed upon and approved
by the Company and TORS.

5. WITHDRAWAL OF OFFERING. The Company reserves the right at
any time to withdraw all offerings of any or all Shares by written notice to
TORS at its principal office. No Shares shall be offered by either TORS or the
Company under any provisions of this Agreement and no orders for the purchase of
Shares hereunder shall be accepted by the Company if and so long as
effectiveness of the Registration Statement then in effect or any necessary
amendments thereto shall be suspended under any of the provisions of the 1933
Act, or if and so long as a current prospectus -as required by Section 5(b)(2)
of the 1933 Act is not on file with the SEC.

6. SERVICES NOT EXCLUSIVE. The services furnished by TORS
hereunder are not to be deemed exclusive. TORS shall be free to furnish similar
services to others so long as its services under this Agreement are not impaired
thereby. The Company reserves the right to (i) sell Shares to investors on
applications received and accepted by the Fund; (ii) issue Shares in connection
with a merger, consolidation, or recapitalization of the Fund; (iii) issue
additional Shares to holders of Shares; or (iv) issue Shares in connection with
any offer of exchange permitted by Section 11 of the 1940 Act.

7. EXPENSES OF THE FUND. The Fund shall bear all costs and
expenses of registering the Shares with the SEC and state and other regulatory
bodies, and shall assume expenses related to communications with shareholders of
the Fund including, but not limited to, (i) fees and disbursements of its
counsel and independent public accountant; (ii) the preparation, filing, and
printing of Registration Statements and/or Prospectuses or SAIs; (iii)

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<PAGE>

the preparation and mailing of annual and interim reports, Prospectuses,
SAIs, and proxy materials to shareholders; (iv) such other expenses related to
the communications with persons who are shareholders of the Fund; and (v) the
qualifications of Shares for sale under the securities laws of such
jurisdictions as shall be selected by the Fund pursuant to the Paragraph 3(b)
hereof, and the costs and expenses payable to each jurisdiction for continuing
qualification therein. In addition, the Fund shall bear all costs of preparing,
printing, mailing, and filing any advertisements and sales literature. TORS does
not assume responsibility for any expenses not assumed hereunder.

8. COMPENSATION. As compensation for the services performed
and the expenses assumed by TORS under this Agreement including, but not
limited to, any commissions paid for sales of Shares, TORS shall be entitled to
the fees and expenses set forth in Schedule B to this Agreement which are
payable promptly after the last day of each month.

9. STATUS OF TORS. TORS is an independent contractor and shall
be agent of the Company only with respect to the sale and redemption of Shares.

10. INDEMNIFICATION.

(a) The Company agrees to indemnify, defend, and
hold TORS, its officers, and directors, and any person who controls TORS
within the meaning of Section 15 of the 1933 Act, free and harmless from and
against any and all claims, demands, or liabilities, and expenses (including the
cost of investigating or defending such claims, demands, liabilities, and any
counsel fees incurred in connection therewith) that TORS, its officers and
directors, or any such controlling person may incur under the 1933 Act, or under
common law or otherwise, arising out of or based upon any (i) alleged untrue
statement of a material fact contained in the Registration Statement,
Prospectus, SAI, or sales literature; (ii) alleged omission to state a material
fact required to be stated in the Company's registration statement or necessary
to make the statements therein not misleading; or (iii) failure by the Company
to comply with the terms of the Agreement; provided, that in no event shall
anything contained herein be so construed as to protect TORS against any
liability to the Company or its shareholders to which TORS would otherwise be
subject by reason of willful misfeasance, bad faith, or gross negligence in the
performance of its duties or by reason of its reckless disregard of its
obligations under this Agreement.

(b) The Company shall not be liable to TORS under
this Agreement with respect to any claim made against TORS or any person
indemnified unless TORS or other such person shall have notified the Company in
writing of the claim within a reasonable time after the summons or other first
written notification giving information of the nature of the claim shall have
been served upon TORS or such other person (or after TORS or other person shall
have received notice of service on any designated agent). However, failure to
notify the Company of any claim shall not relieve the Company from any liability
that it may have to TORS or any person against whom such action is brought
otherwise than on account of this Agreement.

(c) The Company shall be entitled to participate at
its own expense in the defense or, if it so elects, to assume the defense of
any suit brought to enforce any claims subject to this Agreement. If the Company
elects to assume the defense of any such claim, the defense shall be conducted
by counsel chosen by the Company and satisfactory indemnified defendants in the
suit whose consent shall not be unreasonably withheld. In the event that the
Company elects to assume the defense of any suit and retain counsel, the
indemnified defendants shall bear the fees and expenses of any additional
counsel retained by them. If the Company does not elect to assume the defense of
a suit, it will reimburse the indemnified

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<PAGE>

defendants for the reasonable fees and expenses of any counsel retained by
the indemnified defendants. The Company agrees to promptly notify TORS of the
commencement of any litigation or proceedings against it or any of its officers
and directors in connection with the issuance or sale of any of its Shares.

(d) TORS agrees to indemnify, defend, and hold the
Company, its officers and directors, and any person who controls the Company
within the meaning of Section 15 of the 1933 Act, free and harmless from and
against any and all claims, demands, liabilities, and expenses (including the
cost of investigating or defending against such claims, demands, or liabilities,
and any counsel fees incurred in connection therewith) that the Company, its
directors and officers, or any such controlling person may incur under the 1933
Act, or under common law or otherwise, resulting from TORS' willful misfeasance,
bad faith, or gross negligence in the performance of its obligations and duties
under this Agreement, or arising out of or based upon any alleged untrue
statement of a material fact contained in information furnished in writing by
TORS to the Company for use in the Registration Statement, Prospectus, or SAI
arising out of or based upon any alleged omission to state a material fact in
connection with such information required to be stated in any such document or
necessary to make such information not misleading.

(e) TORS shall be entitled to participate, at its own
expense, in the defense or, if it so elects, to assume the defense of any
suit brought to enforce the claim, but if TORS elects to assume the defense, the
defense shall be conducted by counsel chosen by TORS and satisfactory to the
indemnified defendants whose approval shall not be unreasonably withheld. In the
event that TORS elects to assume the defense of any suit and retain counsel, the
defendants in the suit shall bear the fees and expenses of any additional
counsel retained by them. If TORS does not elect to assume the defense of any
suit, it will reimburse the indemnified defendants in the suit for the
reasonable fees and expenses of any counsel retained by them.

11. DURATION AND TERMINATION.

(a) This Agreement shall become effective on the date
first written above or such later date as indicated in Schedule A and, will
continue in effect for a minimum of one year from the above written date.
Thereafter, if not terminated, this Agreement shall continue in effect for
successive annual periods, provided that such continuance is specifically
approved at least annually (i) by a vote of a majority of the Company's Board
who are neither interested persons (as defined in the 1940 Act) of the Company
("Independent Directors") or TORS cast in person at a meeting called for the
purpose of voting on such approval, and (ii) by the Board or by vote of a
majority of the outstanding voting securities of the Fund.

(b) Notwithstanding the foregoing, this Agreement may
be terminated in its entirety at any time, without the payment of any
penalty, by vote of the Board, by vote of a majority of the Independent
Directors, or by vote of a majority of the outstanding voting securities of the
Fund on sixty (60) days' written notice to TORS or by TORS at any time, without
the payment of any penalty, on sixty (60) days' written notice to the Company.
This Agreement will automatically terminate in the event of its assignment.

(c) The Company and TORS acknowledge that TORS has
entered into an exclusive servicing agreement with FIRSTAR MUTUAL FUND
SERVICES, LLC ("FMFS"), and that termination of any of the services provided by
FMFS to the Fund may result in a termination of this Agreement in accordance
with Section 11(b). The Company and TORS also acknowledge that TORS shall not be
responsible for the performance of any duties provided by FMFS, nor for any fees
or expenses attendant to such duties.

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<PAGE>

12. AMENDMENT OF THIS AGREEMENT. No provision of this
Agreement may be changed, waived, discharged, or terminated orally, but only by
an instrument in writing signed by the party against which enforcement of the
change, waiver, discharge, or termination is sought. This Agreement may be
amended with the approval of the Board or of a majority of the outstanding
voting securities of the Fund; provided, that in either case, such amendment
also shall be approved by a majority of the Independent Directors.

13. LIMITATION OF LIABILITY. The Board and shareholders of the
Fund shall not be personally liable for obligations of the Company in connection
with any matter arising from or in connection with this Agreement. This
Agreement is not binding upon any director, officer, or shareholder of the Fund
individually, and no such person shall be individually liable with respect to
any action or inaction resulting from this Agreement.

14. NOTICE. Any notice required or permitted to be given by
either party to the other shall be deemed sufficient upon receipt in writing at
the other party's principal offices.

15. MISCELLANEOUS. The captions in this Agreement are included
for convenience of reference only and in no way define or delimit any of the
provisions hereof or otherwise affect their construction or effect. If any
provision of this Agreement shall be held or made invalid by a court decision,
statute, rule, or otherwise, the remainder of this Agreement shall not be
affected thereby. This Agreement shall be binding upon and shall inure to the
benefit of the parties hereto and their respective successors. As used in this
Agreement, the terms "majority of the outstanding voting securities,"
"interested person" and "assignment" shall have the same meaning as such terms
have in the 1940 Act.

16. GOVERNING LAW. This Agreement shall be construed in
accordance with the laws of the State of New York and the 1940 Act (without
regard, however, to the conflicts of law principles). To the extent that the
applicable laws of the state of New York conflict with the applicable provisions
of the 1940 Act, the latter shall control.

IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed by their officers designated as of the day and year
first above written.

KINETICS MUTUAL FUNDS, INC. T.O. RICHARDSON SECURITIES, INC.

By:_________________________________ By:_________________________________

Print:_______________________________ Print:______________________________

Title:_______________________________ Title:______________________________

Date:_______________________________ Date:_______________________________

Attest:______________________________ Attest:_____________________________

Print:_______________________________ Print:______________________________

-34-

<PAGE>

SCHEDULE A
TO THE
DISTRIBUTION AGREEMENT
BETWEEN
KINETICS MUTUAL FUNDS, INC.
AND
T.O. RICHARDSON SECURITIES, INC.

Pursuant to Section 1 of the Distribution Agreement between KINETICS MUTUAL
FUNDS, INC. (the "Company") and T.O. RICHARDSON SECURITIES, INC. ("TORS"), the
Company hereby appoints TORS as its agent to be the principal underwriter of the
Company with respect to its following series:

The Medical Fund

Dated: September 1,1999

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<PAGE>

SCHEDULE B
TO THE
DISTRIBUTION AGREEMENT
BETWEEN
KINETICS MUTUAL FUNDS, INC.
AND
T.O. RICHARDSON SECURITIES, INC.

As compensation pursuant to Section 8 of the Distribution Agreement between
Kinetics Mutual Funds, Inc. (the "Company") and T.O. Richardson Securities, Inc.
("TORS"), Kinetics Asset Management, Inc. ("Kinetics") hereby agrees to pay to
TORS the sum of:

1. an annual fee of $16,000 for The Medical Fund, the
first series of the Company, and $12,000 for each
series or class thereafter or one basis (.01%) point
of the average daily net assets of each series,
computed daily and paid monthly, whichever is
greater;

2. an annual compliance fee of $500 for each employee of
Kinetics, who is designated by Kinetics to become a
series 6 or series 7 registered representative of
TORS (compliance costs for other types of licenses
may vary), as well as the ongoing license fees and
incidental costs associated with such registrations;

3. the compensation paid by TORS to such registered
representatives in accordance with compensation
schedules, as agreed upon by TORS and Kinetics from
time to time;

4. the reasonable fees associated with listing and
maintaining shares on the National Securities
Clearing Corporation's Fund/SERV System, on a "pass
through" basis, as agreed upon by TORS and Kinetics
and as reflected in the attached NSCC fee schedule,
which may change without notice;

5. incidental expenses associated with printing and
distribution advertising and sales literature;

6. fees for legal review of advertisements and sales
literature at the rate of $150 per job for the first
ten (10) pages of an advertisement and $20 per page
thereafter, plus NASD filing fees which are billed on
an out of pocket basis;

7. plus out of pocket expenses including, but not
limited to, travel expenses and retention of records.

Dated: September 1,1999

KINETICS ASSET MANAGEMENT, INC. T.O. RICHARDSON SECURITIES, INC.

By:_________________________________ By:_________________________________
Name: Steven R. Samson Name:_________________________
Title: President Title:________________________
121386.3

-3-

Exhibit (g)
CUSTODIAN SERVICING AGREEMENT

THIS AGREEMENT made on September 1, 1999, between Kinetics Mutual
Funds, Inc., a Maryland business corporation (the "Fund"), and Firstar Bank
Milwaukee, N.A., a national association (the "Custodian"),

WHEREAS, the Fund desires that its securities and cash shall be
hereafter held and administered by Custodian pursuant to the terms of this
Agreement;

NOW, THEREFORE, in consideration of the mutual agreements herein
made, the Fund and Custodian agree as follows:

1. DEFINITIONS

The word "securities" as used herein includes stocks, shares,
bonds, debentures, notes, mortgages or other obligations, and any certificates,
receipts, warrants or other instruments representing rights to receive, purchase
or subscribe for the same, or evidencing or representing any other rights or
interests therein, or in any property or assets.

The words "officers' certificate" shall mean a request or
direction or certification in writing signed in the name of the Fund by any two
of the President, a Vice President, the Secretary and the Treasurer of the Fund,
or any other persons duly authorized to sign by the Board of Directors.

The word "Board" shall mean Board of Directors of Fund.

2. NAMES, TITLES, AND SIGNATURES OF THE FUND'S OFFICERS

An officer of the Fund will certify to Custodian the names and
signatures of those persons authorized to sign the officers' certificates
described in Section 1 hereof, and the names of the members of the Board of
Directors, together with any changes which may occur from time to time.

3. RECEIPT AND DISBURSEMENT OF MONEY

A. Custodian shall open and maintain a separate account or
accounts in the name of the Fund, subject only to draft or order by Custodian
acting pursuant to the terms of this Agreement. Custodian shall hold in such
account or accounts, subject to the provisions hereof,

-4-

<PAGE>

all cash received by it from or for the account of the Fund. Custodian shall
make payments of cash to, or for the account of, the Fund from such cash only:

(a) for the purchase of securities for the portfolio of the
Fund upon the delivery of such securities to Custodian,
registered in the name of the Fund or of the nominee of
Custodian referred to in Section 7 or in proper form for
transfer;

(b) for the purchase or redemption of shares of the common
stock of the Fund upon delivery thereof to Custodian, or
upon proper instructions from the Fund;

(c) for the payment of interest, dividends, taxes, investment
adviser's fees or operating expenses (including, without
limitation thereto, fees for legal, accounting, auditing
and custodian services and expenses for printing and
postage);

(d) for payments in connection with the conversion, exchange
or surrender of securities owned or subscribed to by the
Fund held by or to be delivered to Custodian; or

(e) for other proper corporate purposes certified by
resolution of the Board of Directors of the Fund.

Before making any such payment, Custodian shall receive (and may
rely upon) an officers' certificate requesting such payment and stating that it
is for a purpose permitted under the terms of items (a), (b), (c), or (d) of
this Subsection A, and also, in respect of item (e), upon receipt of an
officers' certificate specifying the amount of such payment, setting forth the
purpose for which such payment is to be made, declaring such purpose to be a
proper corporate purpose, and naming the person or persons to whom such payment
is to be made, provided, however, that an officers' certificate need not precede
the disbursement of cash for the purpose of purchasing a money market
instrument, or any other security with same or next-day settlement, if the
President, a Vice President, the Secretary or the Treasurer of the Fund issues
appropriate oral or facsimile instructions to Custodian and an appropriate
officers' certificate is received by Custodian within two business days
thereafter.

B. Custodian is hereby authorized to endorse and collect all
checks, drafts or other orders for the payment of money received by Custodian
for the account of the Fund.

C. Custodian shall, upon receipt of proper instructions, make
federal funds available to the Fund as of specified times agreed upon from time
to time by the Fund and the custodian in the amount of checks received in
payment for shares of the Fund which are deposited into the Fund's account.

4. SEGREGATED ACCOUNTS

-5-
<PAGE>

Upon receipt of proper instructions, the Custodian shall
establish and maintain a segregated account(s) for and on behalf of the
portfolio, into which account(s) may be transferred cash and/or securities.

5. TRANSFER, EXCHANGE, REDELIVERY, ETC. OF SECURITIES

Custodian shall have sole power to release or deliver any
securities of the Fund held by it pursuant to this Agreement. Custodian agrees
to transfer, exchange or deliver securities held by it hereunder only:

(a) for sales of such securities for the account of the Fund
upon receipt by Custodian of payment therefore;

(b) when such securities are called, redeemed or retired or
otherwise become payable;

(d) in exchange for, or upon conversion into, other securities
alone or other securities and cash whether pursuant to any
plan of merger, consolidation, reorganization,
recapitalization or readjustment, or otherwise;

(e) upon conversion of such securities pursuant to their terms
into other securities;

(f) upon exercise of subscription, purchase or other similar
rights represented by such securities;

(g) for the purpose of exchanging interim receipts or temporary
securities for definitive securities;

(h) for the purpose of redeeming in kind shares of common stock
of the Fund upon delivery thereof to Custodian; or

(i) for other proper corporate purposes.

As to any deliveries made by Custodian pursuant to items (a),
(b), (d), (e), (f), and (g), securities or cash receivable in exchange therefore
shall be deliverable to Custodian.

Before making any such transfer, exchange or delivery, Custodian
shall receive (and may rely upon) an officers' certificate requesting such
transfer, exchange or delivery, and stating that it is for a purpose permitted
under the terms of items (a), (b), (c), (d), (e), (f), (g), or (h) of this
Section 5 and also, in respect of item (i), upon receipt of an officers'
certificate specifying the securities to be delivered, setting forth the purpose
for which such delivery is to be made,

-6-

<PAGE>

declaring such purpose to be a proper corporate purpose, and naming the
person or persons to whom delivery of such securities shall be made, provided,
however, that an officers' certificate need not precede any such transfer,
exchange or delivery of a money market instrument, or any other security with
same or next-day settlement, if the President, a Vice President, the Secretary
or the Treasurer of the Fund issues appropriate oral or facsimile instructions
to Custodian and an appropriate officers' certificate is received by Custodian
within two business days thereafter.

6. CUSTODIAN'S ACTS WITHOUT INSTRUCTIONS

Unless and until Custodian receives an officers' certificate to
the contrary, Custodian shall: (a) present for payment all coupons and other
income items held by it for the account of the Fund, which call for payment upon
presentation and hold the cash received by it upon such payment for the account
of the Fund; (b) collect interest and cash dividends received, with notice to
the Fund, for the account of the Fund; (c) hold for the account of the Fund
hereunder all stock dividends, rights and similar securities issued with respect
to any securities held by it hereunder; and (d) execute, as agent on behalf of
the Fund, all necessary ownership certificates required by the Internal Revenue
Code or the Income Tax Regulations of the United States Treasury Department or
under the laws of any state now or hereafter in effect, inserting the Fund's
name on such certificates as the owner of the securities covered thereby, to the
extent it may lawfully do so.

7. REGISTRATION OF SECURITIES

Except as otherwise directed by an officers' certificate,
Custodian shall register all securities, except such as are in bearer form, in
the name of a registered nominee of Custodian as defined in the Internal Revenue
Code and any Regulations of the Treasury Department issued hereunder or in any
provision of any subsequent federal tax law exempting such transaction from
liability for stock transfer taxes, and shall execute and deliver all such
certificates in connection therewith as may be required by such laws or
regulations or under the laws of any state. Custodian shall use its best efforts
to the end that the specific securities held by it hereunder shall be at all
times identifiable in its records.

The Fund shall from time to time furnish to Custodian appropriate
instruments to enable Custodian to hold or deliver in proper form for transfer,
or to register in the name of its registered nominee, any securities which it
may hold for the account of the Fund and which may from time to time be
registered in the name of the Fund.

8. VOTING AND OTHER ACTION

Neither Custodian nor any nominee of Custodian shall vote any of
the securities held hereunder by or for the account of the Fund, except in
accordance with the instructions contained in an officers' certificate.
Custodian shall deliver, or cause to be executed and delivered, to the
Corporation all notices, proxies and proxy soliciting materials with relation to
such securities, such proxies to be executed by the registered holder of such
securities (if

-7-

<PAGE>

registered otherwise than in the name of the Fund), but without indicating the
manner in which such proxies are to be voted.

9. TRANSFER TAX AND OTHER DISBURSEMENTS

The Fund shall pay or reimburse Custodian from time to time for
any transfer taxes payable upon transfers of securities made hereunder, and for
all other necessary and proper disbursements and expenses made or incurred by
Custodian in the performance of this Agreement.

Custodian shall execute and deliver such certificates in
connection with securities delivered to it or by it under this Agreement as may
be required under the provisions of the Internal Revenue Code and any
Regulations of the Treasury Department issued thereunder, or under the laws of
any state, to exempt from taxation any exemptable transfers and/or deliveries of
any such securities.

10. CONCERNING CUSTODIAN

Custodian shall be paid as compensation for its services pursuant
to this Agreement such compensation as may from time to time be agreed upon in
writing between the two parties. Until modified in writing, such compensation
shall be as set forth in Exhibit A attached hereto. If the Fund elects to
terminate this Agreement prior to the April 1, 2000 for reasons other than
unacceptable service levels, the Fund agrees to reimburse Agent for the
difference between the standard fee schedule and the discounted fee schedule
agreed to between the parties from the date of termination.

Custodian shall not be liable for any action taken in good faith
upon any certificate herein described or certified copy of any resolution of the
Board, and may rely on the genuineness of any such document which it may in good
faith believe to have been validly executed.

The Fund agrees to indemnify and hold harmless Custodian and its
nominee from all taxes, charges, expenses, assessments, claims and liabilities
(including counsel fees) incurred or assessed against it or by its nominee in
connection with the performance of this Agreement, except such as may arise from
its or its nominee's own negligent action, negligent failure to act or willful
misconduct. Custodian is authorized to charge any account of the Fund for
such items.

In the event of any advance of cash for any purpose made by
Custodian resulting from orders or instructions of the Fund, or in the event
that Custodian or its nominee shall incur or be assessed any taxes, charges,
expenses, assessments, claims or liabilities in connection with the performance
of this Agreement, except such as may arise from its or its nominee's own
negligent action, negligent failure to act or willful misconduct, any property
at any time held for the account of the Fund shall be security therefore.

-8-
<PAGE>

Custodian agrees to indemnify and hold harmless the Fund from all
charges, expenses, assessments, and claims/liabilities (including counsel fees)
incurred or assessed against it in connection with the performance of this
agreement, except such as may arise from the Fund's own negligent action,
negligent failure to act, or willful misconduct.

11. SUBCUSTODIANS

Custodian is hereby authorized to engage another bank or trust
company as a Subcustodian for all or any part of the Fund's assets, so long as
any such bank or trust company is a bank or trust company organized under the
laws of any state of the United States that meets the requirements of the
Investment Company Act of 1940 as a Custodian and provided further that, if the
Custodian utilizes the services of a Subcustodian, the Custodian shall remain
fully liable and responsible for any losses caused to the Fund by the
Subcustodian as fully as if the Custodian was directly responsible for any such
losses under the terms of the Custodian Agreement.

Notwithstanding anything contained herein, if the Fund requires
the Custodian to engage specific Subcustodians for the safekeeping and/or
clearing of assets, the Fund agrees to indemnify and hold harmless Custodian
from all claims, expenses and liabilities incurred or assessed against it in
connection with the use of such Subcustodian in regard to the Fund's assets,
except as may arise from the Fund's own negligent action, negligent failure to
act or willful misconduct.

12. REPORTS BY CUSTODIAN

Custodian shall furnish the Fund periodically as agreed upon with
a statement summarizing all transactions and entries for the account of Fund.
Custodian shall furnish to the Fund, at the end of every month, a list of the
portfolio securities showing the aggregate cost of each issue. The books and
records of Custodian pertaining to its actions under this Agreement shall be
open to inspection and audit at reasonable times by officers of, and of auditors
employed by, the Fund.

13. TERMINATION OR ASSIGNMENT

The initial term of this Agreement shall be from the date hereof
until April 1, 2000. During the initial term of this Agreement, if the Fund or
Kinetics Asset Management, Inc. terminates any services with FMFS, the Fund
agrees to compensate FMFS an amount equal to the fees remaining under the
initial term of this Agreement. Subsequent to the initial term, this Agreement
may be terminated by either party at any time upon giving 90 days prior written
notice to the other party or such shorter period as is mutually agreed upon by
the parties. This Agreement may be replaced or modified by a subsequent
agreement between the parties. It is understood and agreed to by the parties
that a notice to terminate one of the servicing contracts constitutes notice of
termination for all servicing contracts that exist between the parties.

Notice shall be in writing and sent by registered mail to Custodian at

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<PAGE>

Firstar Bank Milwaukee, NA,
615 East Michigan Street
Milwaukee, Wisconsin 53202

or to the Fund at

Kinetics Mutual Funds, Inc.
344 Van Buren Street
North Babylon, NY 11704

Upon any termination of this Agreement, pending appointment of a
successor to Custodian or a vote of the shareholders of the Fund to dissolve or
to function without a custodian of its cash, securities and other property,
Custodian shall not deliver cash, securities or other property of the Fund to
the Fund, but may deliver them to a bank or trust company of its own selection,
that meets the requirements of the Investment Company Act of 1940 as a Custodian
for the Fund to be held under terms similar to those of this Agreement,
provided, however, that Custodian shall not be required to make any such
delivery or payment until full payment shall have been made by the Fund of all
liabilities constituting a charge on or against the properties then held by
Custodian or on or against Custodian, and until full payment shall have been
made to Custodian of all its fees, compensation, costs and expenses, subject to
the provisions of Section 10 of this Agreement. It is understood and agreed to
by the parties that a notice to terminate one of the servicing contracts
constitutes notice of termination for all servicing contracts that exist between
the parties.

This Agreement may not be assigned by Custodian without the
consent of the Fund, authorized or approved by a resolution of its Board of
Directors.

14. DEPOSITS OF SECURITIES IN SECURITIES DEPOSITORIES

No provision of this Agreement shall be deemed to prevent the use
by Custodian of a central securities clearing agency or securities depository,
provided, however, that Custodian and the central securities clearing agency or
securities depository meet all applicable federal and state laws and
regulations, and the Board of Directors of the Fund approves by resolution the
use of such central securities clearing agency or securities depository.

15. RECORDS

To the extent that Custodian in any capacity prepares or
maintains any records required to be maintained and preserved by the Fund
pursuant to the provisions of the Investment Company Act of 1940, as amended, or
the rules and regulations promulgated thereunder, Custodian agrees to make any
such records available to the Fund upon request and to preserve such records for
the periods prescribed in Rule 31a-2 under the Investment Company Act of 1940,
as amended.

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<PAGE>

16. GOVERNING LAW

This Agreement shall be construed in accordance with the laws of
the State of Wisconsin. However, nothing herein shall be construed in a manner
inconsistent with the Investment Company Act of 1940 or any rule or regulation
promulgated by the Securities and Exchange Commission thereunder.

17. ADDITIONAL SERIES

In the event that the Fund, establishes one or more series of
shares with respect to which it desires to have Custodian render custody
services, under the terms hereof, it shall so notify Custodian in writing, and
if Custodian agrees in writing to provide such services, such series will be
subject to the terms and conditions of this Agreement.

18. PROPRIETARY AND CONFIDENTIAL INFORMATION

The Custodian agrees on behalf of itself and its directors, officers,
and employees to treat confidentially and as proprietary information of the Fund
all records and other information relative to the Fund and prior, present, or
potential shareholders of the Fund (and clients of said shareholders), and not
to use such records and information for any purpose other than the performance
of its responsibilities and duties hereunder, except after prior notification to
and approval in writing by the Fund, which approval shall not be unreasonably
withheld and may not be withheld where the Custodian may be exposed to civil or
criminal contempt proceedings for failure to comply, when requested to divulge
such information by duly constituted authorities, or when so requested by the
Fund.

19. NO AGENCY RELATIONSHIP

Nothing herein contained shall be deemed to authorize or empower the
Custodian to act as agent for the other party to this Agreement, or to conduct
business in the name of, or for the account of the other party to this
Agreement.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement
to be executed their respective authorized on one or more counterparts as of the
day and year first above written officers.

Kinetics Mutual Funds, Inc. Firstar Bank Milwaukee, N.A.

By: _________________________________ By:______________________________

Print Name: _________________________ Print Name: _____________________

Title: ______________________________ Title: __________________________

-11-

Exhibit (h)(1)

ADMINISTRATIVE SERVICES AGREEMENT

BETWEEN

KINETICS MUTUAL FUNDS, INC.

AND

KINETICS ASSET MANAGEMENT, INC.

-12-
<PAGE>

TABLE OF CONTENTS

1. Duties of the Administrator........................................-1-

2. Compensation of the Administrator..................................-5-

3. Indemnification....................................................-5-

4. Reports............................................................-6-

5. Delegation of Certain Duties to Sub-Administrator..................-7-

6. Activities of the Administrator....................................-7-

7. Confidentiality....................................................-7-

8. Duration and Termination of the Agreement..........................-7-

9. Assignment.........................................................-7-

10. Governing Law......................................................-8-

11. Amendments to this Agreement.......................................-8-

12. Merger of Agreement................................................-8-

13. Notices............................................................-8-

14. Regarding the Administrator........................................-8-

SCHEDULE A..................................................................A-1
(a) Administrative Service Fee
(b) Expenses
(c) Special Reports

(i)
<PAGE>

ADMINISTRATIVE SERVICES AGREEMENT

AGREEMENT dated as of September 1, 1999 by and between
KINETICS MUTUAL FUNDS, INC., a Maryland corporation, having an office and place
of business at 477 Madison Avenue, New York, New York 10173 on behalf of its
series, THE MEDICAL FUND (the "Fund"), and KINETICS ASSET MANAGEMENT, INC., a
New York corporation, having its place of business at 477 Madison Avenue, New
York, New York 10173 (the "Administrator").

BACKGROUND

WHEREAS, the Company is an open-end management investment
company registered with the Securities and Exchange Commission under the
Investment Company Act of 1940, as amended (the "1940 Act"); and

WHEREAS, the Administrator is a corporation experienced in
providing administrative services to mutual funds and possesses facilities
sufficient to provide such services; and

WHEREAS, the Company, on behalf of the Fund, desires to avail
itself of the experience, assistance and facilities of the Administrator and to
have the Administrator perform for the Fund certain services appropriate to the
operations of the Fund and the Administrator is willing to furnish such services
in accordance with the terms hereinafter set forth.

NOW, THEREFORE, in consideration of the mutual covenants
herein contained, the parties hereto agree as follows:

TERMS

Subject to the terms and conditions set forth in this
Agreement, the Fund hereby employs and appoints the Administrator to act as the
Fund's administrator for the Fund's authorized and issued shares of its common
stock, ("Shares").

1. DUTIES OF THE ADMINISTRATOR.

The Administrator agrees that it will provide all
administrative services necessary and customary to administer a mutual fund,
and will provide the Fund with the necessary office space, communication and
data processing facilities and personnel to perform such services for the Fund,
including:

-1-

<PAGE>

A. GENERAL FUND MANAGEMENT.

(1) Act as liaison among all Fund service providers.

(2) Coordinate board communication by:

(a) establishing all meeting agendas;

(b) preparing and presenting board
reports and collateral materials;

(d) evaluating independent auditors and
Fund counsel for board review and
approval.

(3) Coordinate all operations of the Fund.

B. AUDITS.

(1) Provide central coordination of interactions with SEC
and other regulatory agencies.

(2) Provide office facilities to assist audit process.

C. SEC REGISTRATION.

(1) Update prospectus, statement of additional information
and proxies as required.

(2) Coordinate updates with Fund Counsel.

(3) Coordinate printing and distribution of required
prospectus updates and proxies.

D. TREASURY SERVICES.

(1) Provide staff to act as officers and signatories to the
Fund to authorize official documents.

(2) Review and approve all Fund expense items.

(3) Maintain overall expense accrual targets for fiscal
reporting periods and coordinate with Fund Accountant.

E. DUTIES OF SUB-ADMINISTRATOR - FIRSTAR MUTUAL FUND
SERVICES LLC ("FMFS").

(1) Financial Reporting.

(a) Prepare Annual and Semi-Annual Reports.

(b) Prepare Financial Highlights and Expense
Summary for prospectus updates.

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<PAGE>

(d) Prepare financial reports and schedules
for the Fund's independent auditors.

(e) Prepare financials as required by the
Administrator for inclusion in bond
reports.

(f) Supervise maintenance of the Fund's
general ledger and the preparation
of financial statements, expense
accruals and payments, net asset
value determination and the
declaration and payment of dividends
and other distributions to
shareholders.

F. TAX REPORTING.

(1) Prepare and file on a timely basis federal and state
tax returns, including forms 1120/8610 with any
necessary schedules.

(2) Prepare state income breakdowns where relevant.

(3) File 1099 Miscellaneous for payments to directors and
other service promotions.

(4) Monitor wash sales in portfolio.

(5) Calculate eligible dividend income for corporate
shareholders.

G. PORTFOLIO REGULATORY COMPLIANCE.

(1) Monthly, quarterly and intra-month spot checks as
needed to monitor compliance with Investment Company
Act of 1940 requirements.

(a) Asset diversification tests.

(b) Total return and SEC yield calculations.

(d) Code of ethics.

(2) Periodically monitor Fund's compliance with the
policies and investment limitations of the Fund as set
forth in its prospectus and statement of additional
information.

(3) Monthly, quarterly and intra-month spot checks as
needed to monitor the Fund's status under IRS
Subchapter M through review of the following:

(a) Asset diversification requirements.

(b) Qualifying income requirements.

(4) Calculate required distributions (including excise tax
distributions).

(5) Blue Sky Filings.

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<PAGE>

(a) Prepare and file with appropriate
state securities authorities initial
and subsequent filings to enable the
Funds to make a continuous offering
of its shares.

(b) Monitor status and maintain
registrations in each state.

1.1 ESTABLISHMENT OF PROCEDURE. Procedures applicable to
certain of these services may be established from time to time by agreement
between the Fund and the Administrator.

1.2 INDEPENDENT CONTRACTOR. The Administrator shall, for all
purposes herein, be deemed to be an independent contractor and shall, unless
otherwise expressly provided or authorized, have no authority to act for or
represent the Fund in any way or otherwise be deemed an agent of the Fund.

2. COMPENSATION OF THE ADMINISTRATOR.

In consideration of the services to be performed by the
Administrator as set forth herein for the Fund, the Administrator shall be
entitled to receive and the Fund agrees to pay the Administrator the fees and
reimburse those of out-of-pocket expenses set forth on the fee schedule attached
hereto as Schedule A.

3. INDEMNIFICATION.

The Administrator shall not be responsible for, and the Fund
shall indemnify and hold the Administrator harmless from and against, any and
all losses, damages, costs, charges, reasonable counsel fees, payments, expenses
and liability arising out of or attributable to:

(a) All actions of the Administrator required to be
taken or taken pursuant to this Agreement, provided that such actions are taken
in good faith and without negligence or willful misconduct or violation of
applicable law.

(b) The Fund's refusal or failure to comply with the
terms of this Agreement, or which arise out of the Fund's lack of good faith,
negligence or willful misconduct or violation of applicable law.

(c) The offer or sale of Shares in violation of any
requirement under the federal securities laws or regulations or the securities
laws or regulations of any state that such Shares be registered in such state
or in violation of any stop order or other determination or ruling by any
federal agency or any state with respect to the offer or sale of such Shares in
such state, except if such sale is conducted with the knowledge of the
Administrator or against the written advice of the Administrator.

3.1 RELIANCE UPON AUTHORITY. At any time the Administrator may
apply to any officer of the Fund for instructions, and may consult with the
Fund's legal counsel with respect to any matter arising in connection with the
services to be performed by the Administrator under this Agreement, and the
Administrator shall not be liable and shall be indemnified by the Fund for any
action taken or omitted by it in reliance upon such instructions or upon the
opinion of such counsel except if the Administrator knew or should have known
that such conduct was illegal or improper. The Administrator shall be protected
and indemnified in acting upon any paper or document furnished by or on behalf
of the Fund or its Advisor, reasonably believed to be genuine and to have been
signed by the proper person or persons, or upon any instruction, information,
data, records or documents provided the Administrator by machine readable input,
telex, CRT data entry or other similar means authorized by the Fund, and shall
not be held to have notice of any change of authority of any person, until
receipt of written notice thereof from the Fund.

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<PAGE>

3.2 FORCE MAJEURE, ETC. In the event either party is unable to
perform its obligations under the terms of this Agreement because of acts of
God, strikes, equipment or transmission failure or damage reasonably beyond its
control, or other causes reasonably beyond its control, such party shall not be
liable for damages to the other for any damages resulting from such failure to
perform or otherwise from such causes.

3.3 CONSEQUENTIAL DAMAGES. Neither party to this Agreement
shall be liable to the other party for consequential damages under any provision
of this Agreement or for any act or failure to act hereunder.

3.4 LIABILITY OF ADMINISTRATOR. The Administrator shall
indemnify and hold the Fund harmless from and against, any and all losses,
damages, costs, charges, reasonable counsel fees, payments, expenses and
liability arising out of or attributable to the Administrator's negligence or
willful misconduct or violation of applicable law.

3.5 CLAIMS. In order that the indemnification provisions
contained in this Article shall apply, upon the assertion of a claim for which
either party may be required to indemnify the other, the party seeking
indemnification shall promptly notify the other party of such assertion, and
shall keep the other party advised with respect to all developments concerning
such claim. The party who may be required to indemnify shall have the option to
participate with the party seeking indemnification the defense of such claim.
The party seeking indemnification shall in no case confess any claim or make any
compromise in any case in which the other party may be required to indemnify it
except with the other party's prior written consent. The party seeking
indemnification shall notify the other party in a reasonable period of time
after reviewing any claim. A copy of the claim shall accompany such notice. The
other party shall have the right to choose counsel to defend against such claim
after consultation with the party seeking indemnification.

4.REPORTS.

The Administrator shall provide to the Board of Directors of
the Fund, on a quarterly basis, a report, in such a form as the Administrator
and the Fund shall from time to time agree, representing that, to its knowledge,
the Fund was in compliance with all requirements of applicable federal and state
law, including without limitation, the rules and regulations of the Securities
and Exchange Commission and the Internal Revenue Service, or specifying any
instances in which the Fund was not so in compliance. Whenever, in the course of
performing its duties under this Agreement, the Administrator determines, on the
basis of information supplied to the Administrator by the Fund, that a violation
of applicable law has occurred, or that, to its knowledge, a possible violation
of applicable law may have occurred or, with the passage of time, could occur,
the Administrator shall promptly notify the Fund and its counsel of such
violation.

5. DELEGATION OF CERTAIN DUTIES TO SUB-ADMINISTRATOR.

It is understood and agreed by the parties that the
Administrator shall be entitled to delegate certain duties
of the Administrator as set forth under Section 1 hereof, including but not
limited, to financial reporting, tax reporting, portfolio compliance with the
Investment Company Act of 1940, and "blue sky" filing obligations to Firstar
Mutual Funds Services LLC, as sub-administrator, whose compensation shall be the
sole responsibility of the Administrator.

6. ACTIVITIES OF THE ADMINISTRATOR.

The Administrator shall be free to render similar services
to others so long as its services hereunder are not impaired thereby.

7. CONFIDENTIALITY.

The Administrator agrees that it will, on behalf of itself
and its officers and employees, treat all transactions contemplated by this
Agreement, and all other information germane thereto, as Confidential

-5-
<PAGE>

Information and such Confidential Information shall not be disclosed to any
person except as may be authorized by the Fund.

8. DURATION AND TERMINATION OF THE AGREEMENT.

This Agreement shall become effective as of the date hereof
and, unless sooner terminated as provided herein, shall continue automatically
in effect for successive annual periods. This Agreement may be terminated by
either party upon ninety (90) days prior written notice to the other party or
such shorter period as is mutually agreed upon by the parties.

Upon termination of this Agreement, the Administrator shall
deliver all documentation and other property belonging to the Fund, if any,
including, but not limited to, all Shareholder records, books stock ledgers,
instruments and other documents(including computer or other electronically
stored information) made or accumulated in the performance of its duties
hereunder (which Administrator acknowledges are the property of the Fund), along
with a certified locator document clearly indicating the complete contents
therein, to such successor as may be specified in a notice of termination or
other instruction.

9. ASSIGNMENT.

This Agreement shall extend to and shall be binding upon the
parties hereto and their respective successors and assigns; provided, however,
that this Agreement shall not be assignable by the Fund without the prior
written consent of the Administrator, or by the Administrator without the prior
written consent of the Fund.

10. GOVERNING LAW.

The provisions of this Agreement shall be construed and
interpreted in accordance with the laws of the State of New York as at the time
in effect and the applicable provisions of the 1940 Act. To the extent that the
applicable law of the State of New York or any of the provisions herein,
conflict with the applicable provisions of the 1940 Act, the latter shall
control.

11. AMENDMENTS TO THIS AGREEMENT.

This Agreement may be amended by the parties hereto only
if such amendment is in writing and signed by both parties.

12. MERGER OF AGREEMENT.

This Agreement constitutes the entire agreement between the
parties hereto and supersedes any prior agreement with respect to the subject
matter hereof whether oral or written.

13. NOTICES.

All notices and other communications hereunder shall be in
writing, shall be deemed to have been given when delivered in person or by
certified mail, return receipt requested, or by telecopier and shall be given to
the following addresses (or such other addresses as to which notice is given):

TO THE FUND: Kinetics Mutual Funds, Inc.
477 Madison Avenue
New York, NY 10173
Fax No. (212) 644-3050
Attn: Mr. Steven R. Samson

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<PAGE>

TO THE ADMINISTRATOR: Kinetics Asset Management, Inc.
477 Madison Avenue
New York, NY 10173
Fax No.(212) 644-3050
Attn.: Mr. Lee W. Schultheis

14. REGARDING THE ADMINISTRATOR.

The Administrator warrants and represents that it is duly
authorized and permitted to act as transfer agent and dividend disbursing agent
under all applicable laws and that it will immediately notify the Fund of any
revocation of such authority or permission or of the commencement of any
proceeding or other action which may lead to such revocation.

IN WITNESS WHEREOF, the parties have executed this Agreement
as of the day and year first set forth above.

KINETICS MUTUAL FUNDS, INC., KINETICS ASSET MANAGEMENT, INC.
on behalf of its series, The Medical Fund

By:____________________________________ By:_________________________________
, President , President

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<PAGE>

SCHEDULE A

(a) ADMINISTRATIVE SERVICE FEE.

For the services rendered by the Administrator in its capacity as
administrator, as specified in Paragraph 1, "Duties of the Administrator", the
Fund shall pay the Administrator within ten (10) days after receipt of an
invoice from the Administrator at the beginning of each month 1/12th of .15% per
annum of the Fund's average net assets of the Fund:

(b) EXPENSES.

The Fund shall reimburse the Administrator for any direct out-of-pocket
expenses, incurred by the Administrator in connection with the performance of
its duties hereunder to include: costs for printing, and filing with the SEC via
EDGAR when applicable, fund documents (i.e. shareholder transaction confirmation
statements, periodic shareholder transaction statements, redemption/dividend
checks, envelopes, financial statements, forms 1099 and 5498, proxy statements,
fund prospectus, initial 800-line installation cost and monthly recurring
invoice from AT&T for incoming calls, postage, costs incurred by a mail
fulfillment house* utilized for mailing the following (periodic shareholder
account statements, semi-annual and annual financial statements, proxy
statement, Fund prospectus), pro rata portion (not to exceed $300) of annual
SAS-70 audit letter, and any authorized courier charges.

The Administrator shall provide the Fund with a monthly invoice of such
expenses and the Fund shall reimburse the Administrator within fifteen (15) days
after receipt thereof.

* Fund management reserves the right to approve the selection of the
fulfillment house utilized or to utilize their internal facilities to
do the mailing.

All reports and /or analyses requested by the Fund, its auditors, legal
counsel, portfolio manager, or any regulatory agency having jurisdiction over
the Fund, that are not in the normal course of fund administrative activities as
specified in Section 1 of this Agreement shall be subject to an additional
charge, agreed upon in advance, based upon the following rates:

Labor:
Senior staff - $150.00/hr.
Junior staff - $ 75.00/hr.

121321
-8-

Exhibit (h)(2)
FUND ACCOUNTING SERVICING AGREEMENT

This Agreement between Kinetics Mutual Funds, Inc., a Maryland corporation, (the
"Fund"), and Firstar Mutual Fund Services, LLC, a Wisconsin limited liability
company, ("FMFS") is entered into on this 1st day of September, 1999.

WHEREAS, the Fund, is an open-ended management investment company
registered under the Investment Company Act of 1940; and

WHEREAS, Firstar Mutual Fund Services, LLC is in the business of
providing, among other things, mutual fund accounting services to investment
companies;

NOW, THEREFORE, the parties do mutually promise and agree as follows:

1. APPOINTMENT OF FUND ACCOUNTANT. The Fund hereby appoints FMFS as
Fund Accountant on the terms and conditions set forth in this
Agreement and FMFS hereby accepts such appointment and agrees to
perform the services and duties set forth in this Agreement in
consideration provided for herein.

2. SERVICES. FMFS agrees to provide the following mutual fund
accounting services to the Fund:

A. Portfolio Accounting Services:

(1) Maintain portfolio records on a trade date +1 basis
using security trade information communicated from the investment
manager on a timely basis.

(2) For each valuation date, obtain prices from a pricing
source approved by the Board of Directors and apply those prices
to the portfolio positions. For those securities where market
quotations are not readily available, the Board of Directors
shall approve, in good faith, the method for determining the fair
value for such securities.

(3) Identify interest and dividend accrual balances as of
each valuation date and calculate gross earnings on investments
for the accounting period.

(4) Determine gain/loss on security sales and identify
them as to short-short, short- or long-term status; account for
periodic distributions of gains or losses to shareholders and
maintain undistributed gain or loss balances as of each valuation
date.
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<PAGE>

B. Expense Accrual and Payment Services:

(1) For each valuation date, calculate the expense accrual
amounts as directed by the Fund as to methodology, rate or dollar
amount.

(2) Record payments for Fund expenses upon receipt of
written authorization from the Fund.

(3) Account for fund expenditures and maintain expense
accrual balances at the level of accounting detail, as agreed
upon by FMFS and the Fund.

(4) Provide expense accrual and payment reporting.

C. Fund Valuation and Financial Reporting Services:

(1) Account for fund share purchases, sales, exchanges,
transfers, dividend reinvestments, and other fund share activity
as reported by the transfer agent on a timely basis.

(2) Apply equalization accounting as directed by the Fund.

(3) Determine net investment income (earnings) for the
Fund as of each valuation date. Account for periodic
distributions of earnings to shareholders and maintain
undistributed net investment income balances as of each valuation
date.

(4) Maintain a general ledger for the Fund in the form as
agreed upon.

(5) For each day the Fund is open as defined in the
prospectus, determine the net asset value of the according to the
accounting policies and procedures set forth in the prospectus.

(6) Calculate per share net asset value, per share net
earnings, and other per share amounts reflective of fund
operation at such time as required by the nature and
characteristics of the Fund.

(7) Communicate, at an agreed upon time, the per share
price for each valuation date to parties as agreed upon from time
to time.

(8) Prepare monthly reports which document the adequacy of
accounting detail to support month-end ledger balances.

D. Tax Accounting Services:

(1) Maintain accounting records for the investment
portfolio of the Fund to support the tax reporting required for
IRS-defined regulated investment companies.

-10-
<PAGE>

(2) Maintain tax lot detail for the investment portfolio.

(3) Calculate taxable gain/loss on security sales using
the tax lot relief method designated by the Fund.

(4) Provide the necessary financial information to support
the taxable components of income and capital gains distributions
to the transfer agent to support tax reporting to the
shareholders.

E. Compliance Control Services:

(1) Support reporting to regulatory bodies and support
financial statement preparation by making the fund accounting
records available to the Fund, the Securities and Exchange
Commission, and the outside auditors.

(2) Maintain accounting records according to the
Investment Company Act of 1940 and regulations provided
thereunder.

F. FMFS will perform the following accounting functions on a
daily basis:

(1) Reconcile cash and investment balances of each
portfolio with the Custodian, and provide the Advisor with the
beginning cash balance available for investment purposes;

(2) Update the cash availability throughout the day as
required by the Advisor;

(3) Transmit or mail a copy of the portfolio valuation
to the Advisor;

(4) Review the impact of current day's activity on a per
share basis, review changes in market value of securities, and
review yields for reasonableness.

G. In addition, FMFS will:

(1) Prepare monthly security transactions listings;

(2) Supply various Fund, portfolio and class statistical
data as requested on an ongoing basis.

3. PRICING OF SECURITIES. For each valuation date, obtain prices from a
pricing source selected by FMFS but approved by the Fund's Board and apply those
prices to the portfolio positions. For those securities where market quotations
are not readily available, the Fund's Board shall approve, in good faith, the
method for determining the fair value for such securities.

-11-
<PAGE>

If the Fund desires to provide a price which varies from the
pricing source, the Fund shall promptly notify and supply FMFS with the
valuation of any such security on each valuation date. All pricing changes made
by the Fund will be in writing and must specifically identify the securities to
be changed by CUSIP, name of security, new price or rate to be applied, and, if
applicable, the time period for which the new price(s) is/are effective.

4. CHANGES IN ACCOUNTING PROCEDURES. Any resolution passed by the Board
of Directors that affects accounting practices and procedures under this
agreement shall be effective upon written receipt and acceptance by the FMFS.

5. CHANGES IN EQUIPMENT, SYSTEMS, SERVICE, ETC. FMFS reserves the right
to make changes from time to time, as it deems advisable, relating to its
services, systems, programs, rules, operating schedules and equipment, so long
as such changes do not adversely affect the service provided to the Fund under
this Agreement.

6. COMPENSATION. FMFS shall be compensated for providing the services
set forth in this Agreement in accordance with the Fee Schedule attached hereto
as Exhibit A and as mutually agreed upon and amended from time to time. If the
Fund elects to terminate this Agreement prior to the 3rd anniversary of this
Agreement for reasons other than unacceptable service levels, the Fund agrees to
reimburse Agent for the difference between the standard fee schedule and the
discounted fee schedule agreed to between the parties from the date of
termination.

7. PERFORMANCE OF SERVICE.

A. FMFS shall exercise reasonable care in the performance
of its duties under this Agreement. FMFS shall not be liable for
any error of judgment or mistake of law or for any loss suffered
by the Fund in connection with matters to which this Agreement
relates, including losses resulting from mechanical breakdowns or
the failure of communication or power supplies beyond FMFS's
control, except a loss resulting from FMFS's refusal or failure
to comply with the terms of this Agreement or from bad faith,
negligence, or willful misconduct on its part in the performance
of its duties under this Agreement. Notwithstanding any other
provision of this Agreement, the Fund shall indemnify and hold
harmless FMFS from and against any and all claims, demands,
losses, expenses, and liabilities (whether with or without basis
in fact or law) of any and every nature (including reasonable
attorneys' fees) which FMFS may sustain or incur or which may be
asserted against FMFS by any person arising out of any action
taken or omitted to be taken by it in performing the services
hereunder (i) in accordance with the foregoing standards, or (ii)
in reliance upon any written or oral instruction provided to FMFS
by any duly authorized officer of the Fund, such duly authorized
officer to be included in a list of authorized officers furnished
to FMFS and as amended from time to time in writing by resolution
of the Board of Directors of the Fund.

In the event of a mechanical breakdown or failure of
communication or power supplies beyond its control, FMFS shall
take all reasonable steps to minimize service

-12-

<PAGE>

interruptions for any period that such interruption continues
beyond FMFS's control. FMFS will make every reasonable effort to
restore any lost or damaged data and correct any errors resulting
from such a breakdown at the expense of FMFS. FMFS agrees that it
shall, at all times, have reasonable contingency plans with
appropriate parties, making reasonable provision for emergency
use of electrical data processing equipment to the extent
appropriate equipment is available. Representatives of the Fund
shall be entitled to inspect FMFS's premises and operating
capabilities at any time during regular business hours of FMFS,
upon reasonable notice to FMFS.

Regardless of the above, FMFS reserves the right to
reprocess and correct administrative errors at its own expense.

B. In order that the indemnification provisions contained
in this section shall apply, it is understood that if in any case
the Fund may be asked to indemnify or hold FMFS harmless, the
Fund shall be fully and promptly advised of all pertinent facts
concerning the situation in question, and it is further
understood that FMFS will use all reasonable care to notify the
Fund promptly concerning any situation which presents or appears
likely to present the probability of such a claim for
indemnification against the Fund. The Fund shall have the option
to defend FMFS against any claim which may be the subject of this
indemnification. In the event that the Fund so elects, it will so
notify FMFS and thereupon the Fund shall take over complete
defense of the claim, and FMFS shall in such situation initiate
no further legal or other expenses for which it shall seek
indemnification under this section. FMFS shall in no case confess
any claim or make any compromise in any case in which the Fund
will be asked to indemnify FMFS except with the Fund's prior
written consent.

C. FMFS shall indemnify and hold the Fund harmless from
and against any and all claims, demands, losses, expenses, and
liabilities (whether with or without basis in fact or law) of any
and every nature (including reasonable attorneys' fees) which may
be asserted against the Fund by any person arising out of any
action taken or omitted to be taken by FMFS as a result of FMFS's
refusal or failure to comply with the terms of this Agreement,
its bad faith, negligence, or willful misconduct.

8. RECORDS. FMFS shall keep records relating to the services to be
performed hereunder, in the form and manner, and for such period as it may deem
advisable and is agreeable to the Fund but not inconsistent with the rules and
regulations of appropriate government authorities, in particular, Section 31 of
The Investment Company Act of 1940 as amended (the "Investment Company Act"),
and the rules thereunder. FMFS agrees that all such records prepared or
maintained by FMFS relating to the services to be performed by FMFS hereunder
are the property of the Fund and will be preserved, maintained, and made
available with such section and rules of the Investment Company Act and will be
promptly surrendered to the Fund on and in accordance with its request.

-13-

<PAGE>

9. CONFIDENTIALITY. FMFS shall handle in confidence all information
relating to the Fund's business, which is received by FMFS during the course of
rendering any service hereunder.

10. DATA NECESSARY TO PERFORM SERVICES. The Fund or its agent, which may
be FMFS, shall furnish to FMFS the data necessary to perform the services
described herein at times and in such form as mutually agreed upon.

11. NOTIFICATION OF ERROR. The Fund will notify FMFS of any balancing or
control error caused by FMFS within three business days after receipt of any
reports rendered by FMFS to the Fund, or within three business days after
discovery of any error or omission not covered in the balancing or control
procedure, or within three business days of receiving notice from any
shareholder.

12. ADDITIONAL SERIES. In the event that the Fund establishes one or
more series of shares with respect to which it desires to have FMFS render
accounting services, under the terms hereof, it shall so notify FMFS in writing,
and if FMFS agrees in writing to provide such services, such series will be
subject to the terms and conditions of this Agreement.

13. TERM OF AGREEMENT. The initial term of this Agreement shall be from
the date hereof until April 1, 2000. During the initial term of this Agreement,
if the Fund or Kinetics Asset Management, Inc. terminates any services with
FMFS, the Fund agrees to compensate FMFS an amount equal to the fees remaining
under the initial term of this Agreement. Subsequent to the initial term, this
Agreement may be terminated by either party at any time upon giving 90 days
prior written notice to the other party or such shorter period as is mutually
agreed upon by the parties. This Agreement may be replaced or modified by a
subsequent agreement between the parties. It is understood and agreed to by the
parties that a notice to terminate one of the servicing contracts constitutes
notice of termination for all servicing contracts that exist between the
parties.

14. DUTIES IN THE EVENT OF TERMINATION. In the event that in connection
with termination a Successor to any of FMFS's duties or responsibilities
hereunder is designated by Fund, by written notice to FMFS, FMFS will promptly,
upon such termination and at the expense of Fund, transfer to such Successor all
relevant books, records, correspondence and other data established or maintained
by FMFS under this Agreement in a form reasonably acceptable to Fund, (if such
form differs from the form in which FMFS has maintained the same, Fund, shall
pay any expenses associated with transferring the same to such form), and will
cooperate in the transfer of such duties and responsibilities, including
provision for assistance from FMFS's personnel in the establishment of books,
records and other data by such successor.

15. NOTICES. Notices of any kind to be given by either party to the
other party shall be in writing and shall be duly given if mailed or delivered
as follows: Notice to FMFS shall be sent to:

Firstar Mutual Fund Services, LLC

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<PAGE>

615 East Michigan Street
Milwaukee, WI 53202

and notice to Fund shall be sent to:

Kinetics Mutual Funds, Inc.
344 Van Buren Street
North Babylon, NY 11704

16. GOVERNING LAW. This Agreement shall be construed in accordance with
the laws of the State of Wisconsin. However nothing herein shall be construed in
a manner inconsistent with the Investment Company Act of 1940 or any rule or
regulation promulgated by the SEC thereunder.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by a duly authorized officer or one or more counterparts as of the day
and year first written above.

Kinetics Mutual Funds, Inc. Firstar Mutual Fund Services, LLC

By: _______________________________ By:_______________________________

Print Name: _______________________ Print Name: ______________________

Title: ____________________________ Title: ___________________________

-15-

Exhibit (h)(3)
TRANSFER AGENT SERVICING AGREEMENT

THIS AGREEMENT is made and entered into on this 1st day of September,
1999, by and between Kinetics Mutual Funds, Inc., (the "Fund") and Firstar
Mutual Fund Services, LLC, a limited liability company organized under the laws
of the State of Wisconsin (the "Agent").

WHEREAS, the Fund is open-ended management investment registered under
the Investment Company Act of 1940; and

WHEREAS, the Agent is a limited liability company and, among other
things, is in the business of administering transfer and dividend disbursing
agent functions for the benefit of its customers;

NOW, THEREFORE, the Fund and the Agent do mutually promise and agree as
follows:

1. TERMS OF APPOINTMENT; DUTIES OF THE AGENT

Subject to the terms and conditions set forth in this Agreement, the
Fund hereby appoints and employees the Agent to act as transfer agent and
dividend disbursing agent.

The Agent shall perform all of the customary services of a transfer
agent and dividend disbursing agent, and as relevant, agent in connection with
accumulation, open account or similar plans (including without limitation any
periodic investment plan or periodic withdrawal program), including but not
limited to:

A. Receive orders for the purchase of shares;

B. Process purchase orders and issue the appropriate number of
certificated or uncertificated shares with such uncertificated
shares being held in the appropriate shareholder account;

C. Process redemption requests received in good order;

D. Pay monies in accordance with the instructions of redeeming
shareholders;

E. Process transfers of shares in accordance with the shareowner's
instructions;

F. Process exchanges between funds within the same family of funds;

G. Issue and/or cancel certificates as instructed; replace lost,
stolen or destroyed certificates upon receipt of satisfactory
indemnification or surety bond;

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<PAGE>

H. Prepare and transmit payments for dividends and distributions
declared by the Fund;

I. Make changes to shareholder records, including, but not limited
to, address changes in plans (i.e., systematic withdrawal,
automatic investment, dividend reinvestment, etc.);

J. Record the issuance of shares of the Fund and maintain, pursuant
to Securities Exchange Act of 1934 Rule 17ad-10(e), a record of
the total number of shares of the Fund which are authorized,
issued and outstanding;

K. Prepare shareholder meeting lists and, if applicable, mail,
receive and tabulate proxies;

L. Mail shareholder reports and prospectuses to current
shareholders;

M. Prepare and file U.S. Treasury Department forms 1099 and other
appropriate information returns required with respect to
dividends and distributions for all shareholders;

N. Provide shareholder account information upon request and prepare
and mail confirmations and statements of account to shareholders
for all purchases, redemptions and other confirmable transactions
as agreed upon with the Fund; and

O. Provide a Blue Sky System which will enable the Fund to monitor
the total number of shares sold in each state. In addition, the
Fund shall identify to the Agent in writing those transactions
and assets to be treated as exempt from the Blue Sky reporting to
the Fund for each state.

P. Support NSCC-Fund/SERV functionality including all networking
levels (1-4).

2. COMPENSATION

The Fund agrees to pay the Agent for performance of the duties listed in
this Agreement; the fees and out-of-pocket expenses include, but are not limited
to the following: printing, postage, forms, stationery, record retention,
mailing, insertion, programming, labels, shareholder lists and proxy expenses.
If the Fund elects to terminate this Agreement prior to the 3rd anniversary of
this Agreement for reasons other than unacceptable service levels, the Fund
agrees to reimburse Agent for the difference between the standard fee schedule
and the discounted fee schedule agreed to between the parties from the date of
termination.

These fees and reimbursable expenses may be changed from time to time
subject to mutual written agreement between the Fund and the Agent.

The Fund agrees to pay all fees and reimbursable expenses within ten
(10) business days following the mailing of the billing notice.

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<PAGE>

3. REPRESENTATIONS OF AGENT

The Agent represents and warrants to the Fund that:

A. It is a Limited Liability Company duly organized, existing and in
good standing under the laws of Wisconsin;

B. It is a registered transfer agent under the Securities Exchange
Act of 1934 as amended.

C. It is duly qualified to carry on its business in the state of
Wisconsin;

D. It is empowered under applicable laws and by its LLC Agreement to
enter into and perform this Agreement;

E. All requisite corporate proceedings have been taken to authorize
it to enter and perform this Agreement; and

F. It has and will continue to have access to the necessary
facilities, equipment and personnel to perform its duties and
obligations under this Agreement.

G. It will comply with all applicable requirements of the Securities
Act of 1933 and the Securities Exchange Act of 1934, as amended,
the Investment Company Act of 1940, as amended, and any laws,
rules, and regulations of governmental authorities having
jurisdiction.

4. REPRESENTATIONS OF THE FUND

The Fund represents and warrants to the Agent that:

A. The Fund is an open-ended investment company under the Investment
Company Act of 1940;

B. The Fund is a corporation organized, existing, and in good
standing under the laws of Maryland;

C. The Fund is empowered under applicable laws and by its Corporate
Charter and bylaws to enter into and perform this
Agreement;

D. All necessary proceedings required by the Corporate Charter have
been taken to authorize it/them to enter into and perform this
Agreement;

E. The Fund will comply with all applicable requirements of the
Securities Act of 1933 and the Securities Exchange Act of 1934,
as amended, the Investment Company Act

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<PAGE>

of 1940, as amended, and any laws, rules and regulations of
governmental authorities having jurisdiction; and

F. A registration statement under the Securities Act of 1933 is
currently effective and will remain effective, and appropriate
state securities law filings have been made and will continue to
be made, with respect to all shares of the Fund being offered for
sale.

5. COVENANTS OF FUND AND AGENT

The Fund shall furnish the Agent a certified copy of the resolution of
the Board of Directors of the Fund authorizing the appointment of the Agent and
the execution of this Agreement. The Fund shall provide to the Agent a copy of
the Corporate Charter, bylaws of the Corporation and all amendments.

The Agent shall keep records relating to the services to be performed
hereunder, in the form and manner as it may deem advisable. To the extent
required by Section 31 of the Investment Company Act of 1940, as amended, and
the rules thereunder, the Agent agrees that all such records prepared or
maintained by the Agent relating to the services to be performed by the Agent
hereunder are the property of the Fund and will be preserved, maintained and
made available in accordance with such section and rules and will be surrendered
to the Fund on and in accordance with its request.

6. INDEMNIFICATION; REMEDIES UPON BREACH

The Agent shall exercise reasonable care in the performance of its
duties under this Agreement. The Agent shall not be liable for any error of
judgment or mistake of law or for any loss suffered by the Fund in connection
with matters to which this Agreement relates, including losses resulting from
mechanical breakdowns or the failure of communication or power supplies beyond
the Agent's control, except a loss resulting from the Agent's refusal or failure
to comply with the terms of this Agreement or from bad faith, negligence, or
willful misconduct on its part in the performance of its duties under this
Agreement. Notwithstanding any other provision of this Agreement, the Fund shall
indemnify and hold harmless the Agent from and against any and all claims,
demands, losses, expenses, and liabilities (whether with or without basis in
fact or law) of any and every nature (including reasonable attorneys' fees)
which the Agent may sustain or incur or which may be asserted against the Agent
by any person arising out of any action taken or omitted to be taken by it in
performing the services hereunder (i) in accordance with the foregoing
standards, or (ii) in reliance upon any written or oral instruction provided to
the Agent by any duly authorized officer of the Fund, such duly authorized
officer to be included in a list of authorized officers furnished to the Agent
and as amended from time to time in writing by resolution of the Board of
Directors of the Fund.

Further, the Fund will indemnify and hold the Agent harmless against any
and all losses, claims, damages, liabilities or expenses (including reasonable
counsel fees and expenses)

-19-

<PAGE>

resulting from any claim, demand, action, or suit as a result of the
negligence of the Fund or the principal underwriter (unless contributed to by
the Agent's breach of this Agreement or other Agreements between the Fund and
the Agent, or the Agent's own negligence or bad faith); or as a result of the
Agent acting upon telephone instructions relating to the exchange or redemption
of shares received by the Agent and reasonably believed by the Agent under a
standard of care customarily used in the industry to have originated from the
record owner of the subject shares; or as a result of acting in reliance upon
any genuine instrument or stock certificate signed, countersigned, or executed
by any person or persons authorized to sign, countersign, or execute the same.

In the event of a mechanical breakdown or failure of communication or
power supplies beyond its control, the Agent shall take all reasonable steps to
minimize service interruptions for any period that such interruption continues
beyond the Agent's control. The Agent will make every reasonable effort to
restore any lost or damaged data and correct any errors resulting from such a
breakdown at the expense of the Agent. The Agent agrees that it shall, at all
times, have reasonable contingency plans with appropriate parties, making
reasonable provision for emergency use of electrical data processing equipment
to the extent appropriate equipment is available. Representatives of the Fund
shall be entitled to inspect the Agent's premises and operating capabilities at
any time during regular business hours of the Agent, upon reasonable notice to
the Agent.

Regardless of the above, the Agent reserves the right to reprocess and
correct administrative errors at its own expense.

In order that the indemnification provisions contained in this section
shall apply, it is understood that if in any case the Fund may be asked to
indemnify or hold the Agent harmless, the Fund shall be fully and promptly
advised of all pertinent facts concerning the situation in question, and it is
further understood that the Agent will use all reasonable care to notify the
Fund promptly concerning any situation which presents or appears likely to
present the probability of such a claim for indemnification against the Fund.
The Fund shall have the option to defend the Agent against any claim which may
be the subject of this indemnification. In the event that the Fund so elects, it
will so notify the Agent and thereupon the Fund shall take over complete defense
of the claim, and the Agent shall in such situation initiate no further legal or
other expenses for which it shall seek indemnification under this section. The
Agent shall in no case confess any claim or make any compromise in any case in
which the Fund will be asked to indemnify the Agent except with the Fund's prior
written consent.

The Agent shall indemnify and hold the Fund harmless from and against
any and all claims, demands, losses, expenses, and liabilities (whether with or
without basis in fact or law) of any and every nature (including reasonable
attorneys' fees) which may be asserted against the Fund by any person arising
out of any action taken or omitted to be taken by the Agent as a result of the
Agent's refusal or failure to comply with the terms of this Agreement, its bad
faith, negligence, or willful misconduct.

7. CONFIDENTIALITY
-20-

<PAGE>

The Agent agrees on behalf of itself and its employees to treat
confidentially all records and other information relative to the Fund and its
shareholders and shall not be disclosed to any other party, except after prior
notification to and approval in writing by the Fund, which approval shall not be
unreasonably withheld and may not be withheld where the Agent may be exposed to
civil or criminal contempt proceedings for failure to comply after being
requested to divulge such information by duly constituted authorities.

8. ADDITIONAL SERIES

In the event that the Fund establishes one or more series of shares with
respect to which it desires to have Agent render transfer agent services, under
the terms hereof, it shall so notify Agent in writing, and if Agent agrees in
writing to provide such services, such series will be subject to the terms and
conditions of this Agreement.

9. RECORDS

The Agent shall keep records relating to the services to be performed
hereunder, in the form and manner, and for such period as it may deem advisable
and is agreeable to the Fund but not inconsistent with the rules and regulations
of appropriate government authorities, in particular, Section 31 of The
Investment Company Act of 1940 as amended (the "Investment Company Act"), and
the rules thereunder. The Agent agrees that all such records prepared or
maintained by The Agent relating to the services to be performed by the Agent
hereunder are the property of the Fund and will be preserved, maintained, and
made available with such section and rules of the Investment Company Act and
will be promptly surrendered to the Fund on and in accordance with its request.

10. GOVERNING LAW

This Agreement shall be construed in accordance with the laws of the
State of Wisconsin. However nothing herein shall be construed in a manner
inconsistent with the Investment Company Act of 1940 or any rule or regulation
promulgated by the SEC thereunder.

11. TERM AND TERMINATION

The initial term of this Agreement shall be from the date hereof until
April 1, 2000. During the initial term of this Agreement, if the Fund or
Kinetics Asset Management, Inc. terminates any services with Agent, the Fund
agrees to compensate Agent an amount equal to the fees remaining under the
initial term of this Agreement. Subsequent to the initial term, this Agreement
may be terminated by either party at any time upon giving 90 days prior written
notice to the other party or such shorter period as is mutually agreed upon by
the parties. This Agreement may be replaced or modified by a subsequent
agreement between the parties. It is understood and agreed to by the parties
that a notice to terminate one of the servicing contracts constitutes notice of
termination for all servicing contracts that exist between the parties.

-21-

<PAGE>

In the event that the Fund gives to the Agent its written intention to
terminate and appoint a successor transfer agent, the Agent agrees to cooperate
in the transfer of its duties and responsibilities to the successor, including
any and all relevant books, records and other data established or maintained by
the Agent under this Agreement. Should the Fund exercise its right to terminate,
all out-of-pocket expenses associated with the movement of records and material
will be paid by the Fund.

12. AMENDMENT, ASSIGNMENT AND NOTICE

A. This Agreement may be amended by the mutual written consent of
the parties.

B. This Agreement and any right or obligation hereunder may not be
assigned by either party without the signed, written consent of
the other party.

C. Any notice required to be given by the parties to each other
under the terms of this Agreement shall be in writing, addressed
and delivered, or mailed to the principal place of business of
the other party. If to the agent, such notice should to be sent
to:

Firstar Mutual Fund Services, LLC
615 East Michigan Street
Milwaukee, WI 53202

If to the Fund, such notice should be sent to:

Kinetics Mutual Funds, Inc.
344 Van Buren Street
North Babylon, NY 11704

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by a duly authorized officer or one or more counterparts as of the day
and year first written above.

Kinetics Mutual Funds, Inc. Firstar Mutual Fund Services, LLC

By: _______________________________ By: ______________________________

Print Name: ________________________ Print Name: ________________________

Title: _____________________________ Title: ______________________________

-22-

Exhibit (h)(4)
SHAREHOLDER SERVICING AGREEMENT

KINETICS MUTUAL FUNDS, INC.,
ON BEHALF OF ITS SERIES THE MEDICAL FUND (THE "FUND")

Kinetics Asset Management, Inc.
477 Madison Avenue
New York, New York 10173

Gentlemen:

We herewith confirm our agreement with you as follows:

You will perform or arrange for others, including organizations, whose
customers or clients are shareholders of the Fund (the "Shareholder Servicing
Agents") to perform all shareholder servicing functions and maintenance of
shareholder accounts not performed by us or by our Transfer Agent ("Shareholder
Services"). You may make payments from time to time from any Shareholder
Servicing Fees (as defined below) received under this Agreement, to defray the
costs of, and to compensate others, including Shareholder Servicing Agents with
whom our distributor has entered into written agreements, for performing
Shareholder Services.

In consideration of your performance of the Shareholder Services, we
will pay you a Service Fee, as defined by Article III of the Conduct Rules, of
the National Association of Securities Dealers, Inc., at the annual rate of
one-quarter of one (0.25%) percent of the Fund's average daily net assets (the
"Shareholder Servicing Fee"). Your fee will be accrued by us daily, and will be
payable on the last day of each calendar month for services performed hereunder
during that month or on such other schedule as you shall request of us in
writing. You may waive your right to any fee to which you are entitled
hereunder, provided such waiver is delivered to us in writing.

You will in your sole discretion determine the amount of any payments
made by you to Shareholder Servicing Agents pursuant to this Agreement, and you
may from time to time in your sole discretion increase or decrease the amount of
such payments; provided, however, that no such payment will increase the amount
which we are required to pay to you under either this Agreement or any
management agreement between you and us, or otherwise.

You will be responsible for the payment of all expenses incurred by you
in rendering the foregoing services, except that we will pay the cost of
typesetting, printing and delivering our prospectus to existing shareholders of
the Fund and of preparing and printing subscription application forms for
shareholder accounts.

Payments to Shareholder Servicing Agents to compensate them for
providing shareholder servicing and related administrative functions are subject
to compliance by them with the terms of written agreements satisfactory to our
Board of Directors to be entered into between our distributor and the
Shareholder Servicing Agents.

-23-
<PAGE>

We will expect of you, and you will give us the benefit of, your best
judgment and efforts in rendering these services to us, and we agree as an
inducement to your undertaking these services that you will not be liable
hereunder for any mistake of judgment or for any other cause, providing that
nothing herein shall protect you against any liability to use or to our
shareholders by reason of willful misfeasance, bad faith or gross negligence in
the performance of your duties hereunder, or by reason of your reckless
disregard of your obligations and duties hereunder.

This Agreement will become effective on the date hereof and will remain
in effect until August 31, 2000 and, thereafter, for successive twelve (12)
month periods (computed from each September 1st), provided that such
continuation is specifically approved at least annually by vote of our Board of
Directors and of a majority of those of our directors who are not Interested
Persons (as defined in the 1940 Act), and have no direct or indirect financial
interest in the operation of this Agreement, cast in person at a meeting called
for the purpose of voting on this Agreement. This Agreement may be terminated at
any time, without the payment of any penalty, by vote or a majority of our
entire Board of Directors, and by a vote of a majority of our Directors who are
not Interested Persons (as defined in the 1940 Act), and who have no direct or
indirect financial interest in the operation of this Agreement, or by vote of a
majority of our outstanding voting securities, as defined in the 1940 Act, on
sixty (60) days' written notice to you, or by you on sixty (60) days' written
notice to us.

This Agreement may not be transferred, assigned, sold or in any manner
hypothecated or pledged by you and this Agreement shall terminate automatically
in the event of any such transfer, assignment, sale, hypothecation or pledge by
you. The terms "transfer", "assignment" and "sale" as used in this paragraph
shall have the meanings ascribed thereto by governing law and in applicable
rules or regulations of the Securities and Exchange Commission thereunder.

Except to the extent necessary to perform your obligations hereunder,
nothing herein shall be deemed to limit or restrict your right, or the right of
any of your officers, directors or employees who may also be a director, officer
or employee of ours, or of a person affiliated with us, as defined in the 1940
Act, to engage in any other business or to devote time and attention to the
management or other aspects of any other business, whether of a similar or
dissimilar nature, or to render services of any kind to another corporation,
firm, individual or association.

If the foregoing is in accordance with your understanding, will you
kindly so indicate by signing and returning to us the enclosed copy hereof.

Very truly yours,

Dated: September 1, 1999 KINETICS MUTUAL FUNDS, INC., on behalf of
its series, The Medical Fund

By:_________________________________________
Name:
Title:
ACCEPTED:

KINETICS ASSET MANAGEMENT, INC.

-24-
<PAGE>

By:_________________________________
Name:
Title:
119627.2

-25-

Exhibit (h)(5)
AGREEMENT OF THE JOINT INSUREDS

THIS AGREEMENT dated September 1, 1999 is hereby entered into
by and among THE INTERNET FUND, INC. and each series of KINETICS MUTUAL FUNDS,
INC., each as listed on Schedule A, as may be amended from time to time
(hereinafter referred to as the "Fund" or the "Funds").

WHEREAS, the Funds are management investment companies
registered under the Investment Company Act of 1940, as amended (the "Act"); and

WHEREAS, Rule 17g-1 under the Act requires each Fund to
provide and maintain in effect a bond against larceny and embezzlement by its
officers and employees; and

WHEREAS, Rule 17g-1 authorizes the Funds to secure a joint
insured bond naming each of them as insureds; and

WHEREAS, Rule 17g-1 also requires that each investment company
named as an insured in a joint bond enter into an agreement with the other named
insureds containing certain provisions regarding the respective shares to be
received by said insureds in the event recovery is received under the joint
insured bond as a result of a loss sustained by them; and

WHEREAS, the Board of Directors of each Fund, including a
majority of the Directors who are not "interested persons" of any Fund or any
series of such Fund as defined by Section 2(a)(19) of the Act, have given due
consideration to all factors relevant to the form, amount and ratable allocation
of premiums of such a joint insured bond and have determined that this joint
insured bond is in the best interest of each Fund and its respective
shareholders, and, accordingly, the majority of such Directors have approved the
amount, type, form and coverage of the joint insured bond and the portion of the
premium payable by each such Fund hereunder; and

WHEREAS, the Directors have determined, with respect to each
Fund, that the allocation of the proceeds payable under the joint insured bond
as set forth herein, which takes into account the minimum amount of coverage
required for each Fund by Rule 17g-1, is equitable.

NOW, THEREFORE, the parties hereto, in consideration of the
mutual covenants contained herein, hereby agree as follows:

1. JOINT INSURED BOND. The Funds shall maintain in effect a
joint fidelity insurance bond (the "Bond") from a reputable fidelity insurance
company authorized to do business in the place where the Bond is issued,
insuring each Fund against larceny and embezzlement and covering such of their
respective officers and employees who may, singly or jointly with others, have
access, directly or indirectly, to the particular Fund's securities or other
assets. The Bond shall name each Fund as an insured and shall comply with the
requirements for such bonds established by Rule 17g-1.

2. AMOUNT. The Bond shall be in a least the minimum amount
required by Rule 17g-1(d) to be maintained by the Funds, in accordance with the
policies of the staff of the Securities and Exchange Commission.

3. RATABLE ALLOCATION OF PREMIUMS. The Funds shall divide the
initial premium and any additional premiums which may become due under the Bond
among them based upon their relative net assets at the time of payment of the
premium involved.

4. RATABLE ALLOCATION OF PROCEEDS.

(a) If more than one of the Funds sustains a single
loss (including a loss sustained before the date hereof), for which recovery is
received under the Bond, each such Fund shall receive that portion of

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<PAGE>

the recovery that is sufficient in amount to indemnify that Fund in full for the
loss sustained by it, unless the recovery is inadequate to fully indemnify all
such Funds sustaining a single loss.

(b) If the recovery is inadequate to fully indemnify
all Funds sustaining a single loss, the recovery
shall be allocated among such Funds as follows:

(i) Each of the Funds, to the extent it sustains a
loss, shall be allocated an amount equal to the lesser of its
actual loss or the minimum amount of the fidelity bond that it
would be required to maintain under a single insured bond
(determined as of the time of the loss in accordance with the
provisions of Rule 17g-1).

(ii) The remainder, if any, shall be allocated among
the Funds based upon their relative net assets at the time of
the loss (provided that, if such allocation would result in
any Fund receiving a portion of the recovery in excess of the
loss actually sustained by it, the aggregate of such excess
among such Funds shall be reallocated among the remaining
Funds not fully indemnified as a result of the foregoing
allocations, in proportion to the allocation percentages set
forth in this sub-provision).

5. CLAIMS AND SETTLEMENTS. Each Fund shall, within five (5)
days after the making of any claim under the Bond, provide the other Funds with
written notice of the amount and nature of such claim. Each Fund shall, within
five (5) days of the receipt thereof, provide the other Funds with written
notice of the terms of settlement of any claim made under the Bond by such Fund.
In the event that two (2) or more Funds shall agree to a settlement of a claim
made under the Bond with respect to a single loss, notice of the settlement
shall also include calculation of the amounts to be received under Paragraph 4
hereof. The officers of each Fund designated as responsible for filing notices
required by paragraph (g) of Rule 17g-1 under the Act shall give and receive any
notices required hereby with respect to such Fund.

6. MODIFICATIONS AND AMENDMENTS. Any Fund may increase the
amount of the Bond. Such Fund must give written notice thereof to the other
Funds to this Agreement and to the Securities and Exchange Commission in
accordance with Rule 17g-1. If, pursuant to Rule 17g-1, any Fund shall determine
that the coverage provided pursuant to this Agreement should otherwise be
modified, it shall so notify the other Funds hereto and indicate the nature of
the modification (including the treatment of any increase or return premium)
which it believes to be appropriate. If within sixty (60) days of such notice
any necessary amendments to this Agreement shall not have been made and the
request for modification shall not have been withdrawn, this Agreement shall
terminate (except with respect to losses occurring prior to such termination).
Any Fund may withdraw from this Agreement at any time and cease to be a Fund
hereto (except with respect to losses occurring prior to such withdrawal) by
giving not less than sixty (60) days prior written notice to the other parties
of such withdrawal. Upon withdrawal, a withdrawing Fund shall be entitled to
receive such portion of any premium rebated by the fidelity company with respect
to such withdrawal. Upon termination of the Bond, each insured shall receive any
premium rebated by the fidelity company with respect to such termination in
proportion to the premium paid by such insured, less any premium previously
refunded with respect to such insured.

7. GOVERNING LAW. This Agreement shall be construed in
accordance with the laws of the State of New York.

8. NO ASSIGNMENT. This Agreement is not assignable.

9. NOTICES. All notices and other communications hereunder
shall be addressed to the appropriate Fund at 477 Madison Avenue, New York, New
York 10173.

-27-

<PAGE>

10. COUNTERPARTS. This Agreement may be executed in two (2) or
more parts which together shall constitute a single agreement.

-28-

<PAGE>

IN WITNESS WHEREOF, each of the parties hereto has duly executed this
Agreement as of the day and year first above written.

THE INTERNET FUND, INC.

By:_______________________________________
Name:_____________________________________
Title:______________________________________

KINETICS MUTUAL FUNDS, INC.
on behalf of each series listed on Schedule A attached hereto

By:_______________________________________
Name:_____________________________________
Title:______________________________________

121437

SCHEDULE A
TO AGREEMENT OF THE JOINT INSUREDS

THE INTERNET FUND, INC.

KINETICS MUTUAL FUNDS, INC.

THE MEDICAL FUND

-29-

Exhibit (i)
SPITZER & FELDMAN P.C.
405 Park Avenue
New York, NY 10022

September 1, 1999

Kinetics Mutual Funds, Inc.
477 Madison Avenue
New York, New York 10173

Gentlemen:

We have acted as counsel to Kinetics Mutual Funds, Inc. (the "Company"),
a Maryland corporation, in connection with the preparation and filing of the
Registration Statement No. 333-78275; ICA No. 811-09303 on Form N-1A and
Pre-Effective Amendments No. 1, No. 2 and No. 3 thereto (the "Registration
Statement") covering shares of Common Stock, par value $.001 per share, of The
Medical Fund (the "Fund"), the initial series of the Company.

We have examined copies of the Articles of Incorporation, as amended and
restated, the Bylaws, as amended and restated, of the Company, the Registration
Statement, and such other corporate records, proceedings and documents,
including the consents of the Board of Directors of the Company, as we have
deemed necessary for the purpose of this opinion. In our examination of such
material, we have assumed the genuineness of all signatures and the conformity
to original documents of all copies submitted to us. As to various questions of
fact material to such opinion, we have relied upon statements and certificates
of officers and representatives of the Company and others.

We are not admitted to the practice of law in any jurisdiction but the
State of New York and we do not express any opinion as to the laws of other
states or jurisdictions, except as to matters of Federal law. For purposes of
Maryland corporate law, we have assumed that for purposes of this opinion they
are substantially similar to those of the State of New York.

Based upon and subject to the foregoing, we are of the opinion that the
shares of Common Stock, par value $.001 per share, of the Fund, to be issued in
accordance with the terms of the offering, as set forth in the Prospectus and
Statement of Additional Information included as part of the Registration
Statement, and when issued and paid for, will constitute validly authorized and
legally issued shares of Common Stock, fully paid and non-assessable.

We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to us in the Fund's Prospectus and
the Statement of Information, included as part of the Registration Statement.

Very truly yours,
/s/ Spitzer & Feldman
Spitzer & Feldman P.C.
121328

-30-

Exhibit (j)(1)

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

We consent to all references made to us in this Pre-Effective Amendment No.3 to
Kinetics Mutual Funds Inc's Registration Statement on Form N-1A.

McCurdy & Associates CPA's, Inc.
August 24, 1999

-31-

Exhibit (l)

August 24,1999

Board of Directors of
Kinetics Mutual Funds, Inc.
477 Madison Avenue
New York, New York 10173

Gentlemen:

Kinetics Asset Management, Inc. ("KAM") hereby subscribes for 10,000
shares of the Common Stock, $.001 par value per share, of The Medical Fund (the
"Fund"), a series of Kinetics Mutual Funds, Inc., a Maryland corporation (the
"Company") in shares of Common Stock of the Fund, at $10.00 per share for an
aggregate purchase price of $100,000.00. KAM's payment in full is confirmed.

KAM hereby represents and agrees that KAM is purchasing these shares of
stock for investment purposes, for its own account and risk and not with a view
to any sale, division or other distribution thereof within the meaning of the
Securities Act of 1933 as amended, nor with any present intention of
distributing or selling such shares.

Very truly yours,

KINETICS ASSET MANAGEMENT, INC.

By: ________________________________
Steven R. Samson
Chief Executive Officer

CONFIRMED AND ACCEPTED:

KINETICS MUTUAL FUNDS, INC.
On behalf of its series, The Medical Fund

By: ______________________________

121324

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