MEDICAL FUND & THE CURE FOR CANCER INC, N-1A/A, 1999-07-28

MEDICAL FUND & THE CURE FOR CANCER INC
N-1A/A, 1999-07-28

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

July 28, 1999

VIA EDGAR

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

Re: Name Change Notification for: The Medical Fund and the Cure for
Cancer, Inc. CIK No. 0001083387

Ladies and Gentlemen:

This is to inform you that the above identified registrant has
changed its name to:

Kinetics Mutual Funds, Inc.

Please make the appropriate changes to your records.

Thank you.

Very truly yours,

/s/Lawrence Y. Vincent

Lawrence Y. Vincent, Esq.

Filed with the Securities and Exchange Commission on July 28, 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 |X|

Pre-Effective Amendment No. 2 |X|

Post-Effective Amendment No. |_|

and

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

Amendment No. 2 |X|

KINETICS MUTUAL FUNDS, INC.

(formerly The Medical Fund and The Cure for Cancer, Inc.)
(Exact Name of Registrant as Specified in Charter)

344 Van Buren Street
North Babylon, New York 11704
(Address of Principal Executive Offices) (Zip Code)

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

Bruce P. Abel
344 Van Buren Street
North Babylon, New York 11704
(Name and Address of Agent for Service)

Copies of all communications to:
Thomas R. Westle, Esq.
Spitzer & Feldman P.C.
405 Park Avenue
New York, New York 10022

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

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 Cancer Research Investment Fund
a series of Kinetics Mutual Funds, Inc.

[logo]

Prospectus & Application
__________, 1999

<PAGE>

The Cancer Research Investment Fund
a series of Kinetics Mutual Funds, Inc.

Prospectus & Application
____________, 1999

The Cancer Research Investment 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 researching and developing a cure for cancer as
well as various treatments and related medical technology.

Initial Subscription Period

Prior to The Cancer Research Investment Fund's commencement of investment
operations, the Fund will have an initial subscription period ("Initial
Subscription Period") ending on ________, 1999 ("Initial Subscription
Termination Date"). Subscriptions received during the Initial Subscription
Period that are received by mail will be held until the Initial Subscription
Termination Date and deposited on behalf of each subscriber for investment in
the Fund. The purpose of the subscription period is to accumulate funds for the
initial investments by the Fund so as to mitigate the costs to each shareholder
of operating the Fund. Each investor who subscribes during the initial
subscription period will be guaranteed an initial purchase price for shares of
the Fund of $10.00 per share. There is no assurance that investors who purchase
shares of the Fund after the Initial Subscription Termination Date will be able
to purchase shares of the Fund at the fixed price of $10.00 per share. Investors
who subscribe on the Initial Subscription Termination Date by wire transfer will
qualify for the guaranteed initial purchase price of $10.00 per share.

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...........................................................5

Fees and Expenses of the Fund.................................................7

Investment Objective and Strategies...........................................9

Main Risks...................................................................11

Management of the Fund.......................................................12

Valuation of Fund Shares.....................................................13

How To Purchase Shares.......................................................14

How To Redeem Shares.........................................................15

Exchanging Privilege.........................................................17

Distribution and Taxes.......................................................17

Distribution of Shares.......................................................18

Master/Feeder Fund Structure.................................................18

Council and Independent Auditors.............................................19

Performance Information......................................................19

Financial Highlights.........................................................19

<PAGE>

The Cancer Research Investment Fund
Risk/Return Summary

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

Investment Objective

The investment objective of the Cancer Research Investment 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 ("ADRs") and International Depositary Receipts ("IDRs"), of domestic
and foreign companies engaged in researching and developing a cure for cancer as
well as various treatments and related medical technology.

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.

o 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.

o 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.

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

o 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.

o Cancer 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 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.

<PAGE>

o 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.

o 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.

Who May Want to Invest

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

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<PAGE>

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

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Shareholder Transaction Expenses(1)
(fees paid directly from your investment)
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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 Fee(2) None

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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 stop
payment orders.

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. Neither the 5% rate of
return nor the expenses shown above should be considered indications of past or
future returns and expenses. 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

You will pay the following expenses if you did not redeem your shares:

1 Year 3 Years
$203.00 $627.00

<PAGE>

Investment Objective and Strategies
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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
researching and developing a cure for cancer as well as various treatments and
related medical technology. 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 cancer
research and treatment as well as 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 cancer
treatment.

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

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

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 cancer
research and treatment. 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.

Cancer 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 the 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 further 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, or for liquidity purposes, the Fund may invest without limitation in
high quality, short-term debt securities and money market instruments. These

<PAGE>

short-term debt securities and money market instruments include commercial
paper, certificates of deposit, bankers' acceptances, and U.S. Government
securities and repurchase agreements. More information about these investments
is contained in the Statement of Additional Information ("SAI").

Securities Lending
The Fund may lend its portfolio securities to broker-dealers by entering into
lending arrangements 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"),
344 Van Buren Street, North Babylon, New York, 11704. The management and affairs
of the Fund are supervised by its Board of Directors whose name and general
background information appear in the Statement of Additional Information. 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 also has
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. Mr. Doyle, age 37, co-founded The Internet Fund, Inc. and
Kinetics in early 1996. The Internet Fund, Inc. has over $700 million in assets.
Mr. Doyle is also a co-founder and Managing Director of Horizon Asset
Management, Inc., a New York-based investment management and research firm,
which was established in late 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, 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

<PAGE>

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 New York Stock Exchange. If such events materially affect the value of
portfolio securities, these securities may be valued at their fair value as
determined in good faith by the Fund's Board of Directors.

How To Purchase Shares
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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 toll-free 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 Plan at any time. The
first AIP purchase will take place no earlier than 15 days after the Transfer
Agent has received your request.

<PAGE>

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 Kinetics Mutual Funds, Inc. to:

Regular Mail: Overnight or Express Mail:
Kinetics Mutual Funds, Inc. Kinetics Mutual Funds, Inc.
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

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
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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 New York Stock 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.

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:

<PAGE>

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 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

Wire Redemption
Wire transfers may be arranged to redeem shares. However, the transfer agent
charges a $12 fee per wire redemption against your account. The minimum wire
redemption 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
value per share of the Fund or unless the shareholder is an active participant
in the Automatic Investment Plan. The Fund will provide a shareholder with
written notice 30 days prior to redeeming the account.

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.

<PAGE>

Exchanging Privilege

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

You can exchange your shares in the Fund for shares of the same class of The
Internet Fund, Inc. or any 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 1-800-930-3828 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 checks, or if your 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.

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

<PAGE>

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 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 of 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, 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, 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 Mutual Fund Services,
LLC, the Fund's Sub-Administrator, also acts of the Fund's Transfer Agent and
Fund Accountant.

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. There is no present
intention to convert the Fund to a Master/Feeder Fund Structure.

<PAGE>

The Statement of Additional Information contains more information about the
Fund, Fund structure and the types of securities in which the Fund may invest.

Council 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 accountants for the Fund.

Performance Information
- --------------------------------------------------------------------------------

The Fund's investment performance may, from time to time, be included in
advertisements about the Fund. "Total Return" for the one (1), five (5) and ten
(10) year periods (or for the life of the Fund, if shorter) through the most
recent quarter represents the average annual compounded rate of return on an
investment of $1,000 in the Fund invested at the public offering price. Total
return may also be presented for other periods.

All performance data is based on the Fund's past investment results and does not
predict future performance. Investment performance, which will very, is based on
many factors, including market conditions, the composition of the Fund's
portfolio and the Fund's operating expenses. Investment performance also often
reflects the risks associated with the Fund's investment objective and policies.
These factors should be considered when comparing the Fund's investment results
to those of other mutual funds and other investment vehicles. Quotation of
investment performance for any period when a fee waiver or expense limitation
was in effect will be greater than if the waiver or limitation had not been in
effect. The Fund's performance may be compared to other mutual funds, relevant
indices and rankings prepared by independent services. See the SAI.

Financial Highlights

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

<PAGE>

KINETICS MUTUAL FUNDS, INC.
The Cancer Research Investment Fund

SEC File Number 811-09303

Investment Adviser, Kinetics Asset Management, Inc.
Administrator 344 Van Buren Street

North Babylon, NY 11704

Legal Counsel Spitzer & Feldman P.C.
405 Park Avenue
New York, NY 10022

Independent Accountants McCurdy and Associates CPA's, Inc.

27955 Clemens Rd.
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 CANCER RESEARCH INVESTMENT FUND
a series of Kinetics Mutual Funds, Inc.

344 Van Buren Street,
North Babylon, NY 11704
(800) 930-3828

____, 1999

STATEMENT OF ADDITIONAL INFORMATION

This Statement of Additional is not a prospectus and should be read in
conjunction with the Fund's current Prospectus dated _______, 1999. To obtain
the Prospectus, please write the Fund or call the telephone number shown above.

<PAGE>

THE CANCER RESEARCH INVESTMENT FUND

The Fund.......................................................................3
Investment Objective, Strategies, and Risks....................................3
Investment Policies and Associated Risks.......................................3
Investment Restrictions........................................................6
Temporary Investments..........................................................7
Portfolio Turnover.............................................................7
Management of the Fund.........................................................7
Control Persons and Principal Holders of Securities............................9
Investment Adviser.............................................................9
Administrative Services.......................................................10
Custodian.....................................................................10
Capitalization................................................................11
Valuation of Shares...........................................................11
Purchasing Shares.............................................................11
Redemption of Shares..........................................................12
Brokerage.....................................................................13
Taxes.........................................................................13
Performance Information.......................................................14
Auditors......................................................................15
Financial Statements..........................................................15
Appendix......................................................................17

<PAGE>

The Fund
- --------------------------------------------------------------------------------

The Cancer Research Investment Fund (the "Fund") is the first series of Kinetics
Mutual Funds, Inc., a Maryland corporation incorporated on March 26, 1999. The
Fund's principal office is located at 344 Van Buren Street, North Babylon, New
York 11704. 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) in securities of companies engaged in cancer research
and treatment and other related medical activities. 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 appreciation.
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 investment
policies and their associated risks identified in the Prospectus. Unless
otherwise noted, the policies described in this Statement of Additional
Information 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

<PAGE>

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 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

<PAGE>

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.

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 substantually 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.

<PAGE>

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. 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 cancer research
and treatment related activities. Except during temporary defensive
periods, the Fund would normally expect at least 80% of its total assets to
be so invested.

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.

<PAGE>

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 cancer research and treatment industry, the
national economy and market conditions, the Fund may, as a temporary defensive
measure, invest without limitation, in 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 in money market instruments 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 stockholders 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 shareholders and
are governed by the laws of the State of New York 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.

<PAGE>
<TABLE>
<CAPTION>
- ----------------------------------- --------- ------------------------ -------------------------------------------
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
2 Madison Avenue Campbell--Counselors-at-Law (1995 to
Valhalla, NY 10595 Present).

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

Steven T. Russell 36 Independent Director Attorney and Counselor at Law,
146 Fairview Avenue Steven Russell Law Firm (19__ to
Bayport, NY 117045 Present); Professor of Business Law,
Suffolk County Community College (19__ to
19__).

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. Greslin & 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.

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

*Interested persons as defined in the 1940 Act.
</TABLE>

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 trustees
of the Fund receive no compensation for their service as directors. Because the

<PAGE>

Fund has recently commenced operations, the independent directors have not
received any compensation at this time. None of the executive officers receive
compensation from the Fund.

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. is a New York corporation that serves as an
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 ______, 1999 the Board of the Directors of the Fund approved a management and
advisory contract (the "Agreement") with Kinetics Asset Management, Inc. 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 interested persons as defined
in the Investment Company Act of 1940 at a meeting called for the purpose of
voting on such approval. The Investment 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 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.

<PAGE>

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. 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 Advisor;
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 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, 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:

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

<PAGE>

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 $0.01 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.

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. Eastern Time)
on each day the New York Stock Exchange 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, only the investment dealers that have a sales
agreement with the Fund are authorized to sell shares of the Fund.

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 stockholder's
address of record.

<PAGE>

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:

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:

|X| the shareholder's name,

|X| the fund name,

|X| the account number,

|X| the share or dollar amount to be redeemed, and

|X| 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:

<PAGE>

|X| a trust company or commercial bank whose deposits are insured by the
BIF, which is administered by the FDIC;

|X| a member of the New York, Boston, American, Midwest, or Pacific Stock
Exchange;

|X| a savings bank or savings association whose deposits are insured by
the SAIF, which is administered by the FDIC; or

|X| 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.

<PAGE>

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.

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.

<PAGE>

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.

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.

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.

Financial Statements
- --------------------------------------------------------------------------------

An Annual Report is not available for the Fund at this time.

<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.

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.

<PAGE>

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 AND THE CURE FOR CANCER
PART C
OTHER INFORMATION

ITEM 23. EXHIBITS

(a) Articles of Incorporation - Filed herewith.

(b) By-laws - Filed herewith.

(d) Investment Advisory Contract between Registrant and Kinetics Asset
Management, Inc. - to be filed by subsequent amendment.

(e) Distribution Agreement - to be filed by subsequent amendment.

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

(g) Custodian Contract between Registrant and Firstar Bank Milwaukee, N.A. - to
be filed by subsequent amendment.

(h) Other Material Contracts

(1) Fund Administration Servicing Agreement between Registrant and Firstar
Mutual Fund Services, LLC - to be filed by subsequent amendment.

(2) Fund Accounting Servicing Agreement between Registrant and Firstar
Mutual Fund Services, LLC - to be filed by subsequent amendment.

(3) Transfer Agent Agreement between Registrant and Firstar Mutual Fund
Services, LLC - to be filed by subsequent amendment.

(i) Legal Opinion - to be filed by subsequent amendment.

(j) Other Opinions.

(1) Consent of Auditors - to be filed by subsequent amendment.

(k) Omitted Financial Statements. Not applicable.

(l) Initial Capital Understanding. Not applicable.

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

(n) Financial Data Schedules - to be filed by subsequent amendment.

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

(p) Amendment to Articles of Incorporation - to be filed by subsequent
amendment.

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
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

<PAGE>

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:
To be filed by subsequent amendment.

ITEM 28. LOCATION OF ACCOUNTS AND RECORDS:
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 344 Van Buren Street
North Babylon, NY 11704

(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.

<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 19th day of July, 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 and on the date indicated:

NAME TITLE DATE
- ---- ----- ----
/s/ Steven R. Samson President July 19, 1999
- --------------------
Steven R. Samson

/s/ Kathleen Campbell Director July 19, 1999
- ---------------------
Kathleen Campbell

/s/ Douglas Cohen Director July 19, 1999
- -----------------
Douglas Cohen

/s/ William J. Graham Director July 19, 1999
- ---------------------
William J. Graham

/s/ Steven T. Russell Director July 19, 1999
- ---------------------
Steven T. Russell

/s/ Murray Stahl Director July 19, 1999
- ----------------
Murray Stahl

/s/ Joseph E. Breslin Director July 19, 1999
- ---------------------
Joseph E. Breslin

/s/ John J. Sullivan Director July 19, 1999
- --------------------
John J. Sullivan

<PAGE>

EXHIBIT (a)

ARTICLES OF INCORPORATION
OF
THE MEDICAL FUND, INC.

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, NY 11704

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

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

SECOND: The name of the corporation (hereinafter called the "Corporation")
is Fund, 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, purchase or otherwise acquire, hold,
pledge, sell, assign, transfer, exchange, distribute or otherwise
dispose of 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 of 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 all said
rights, powers and privileges in respect of any said investments;

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

<PAGE>

(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 fund extent now or
hereafter permitted by laws of the State of Maryland and by these
Articles of Incorporation;

(6) to conduct its business, promote its purposes, ad 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 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 implied by the reasonable construction of said law.

FOURTH: The post office address of the principal office of the
Corporation within the State of Maryland is 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,
Maryland, 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 Twenty
million ($20,000,000) shares of capital stock (par value of Once
Cent 5.01 per share), amounting in aggregate par value to
$200,000. All of such shares are classified as "Common Stock".

<PAGE>

(2) The Board of Directors may classify or reclassify any unissued
shares of capital stocks (whether or not such shares have been
previously classified or reclassified) from time to time by or
changing in anyone 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 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) 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".

(5) 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 considerations received by
the Corporation from the issue or sale shares of a
particular Series, together with all assets in which such
consideration is investment 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 be 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.

(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

<PAGE>

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 Director 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
capital gains distributions on shares on a particular
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 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 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 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.
As 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, the (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 that
Series shall apply in lieu of Single Class Voting; (ii) in
the event that 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 should be entitled to vote.

<PAGE>

(e) Redemption by Stockholders. Each holder of share 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 or that Series next determined after the share equal
to the net asset value per share or that Series next
determined after the shares are properly tendered for
redemption, less such redemption fee or sales charge, if
any, 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 and the rules
and regulations thereunder. Notwithstandiing 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 any time when and to the extent
permissible under the Investment Company Act or 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 or redemption less than the Minimum Amount, as
defined below, in that series 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 Dollars ($1,000) 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 ($25,000). The Board of Directors
may establish differing Minimum amount for 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.

<PAGE>

(c) 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, as a class, 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. 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 whole or in
part, by the transfer of assets of such series to another
Series or by the exchange of shares of Series for the shares
of another Series.

(d) 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 of 1940, to determine which item
shall be treated as income and which items as capital and
whether any item of expense 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 a
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

<PAGE>

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.

(e) 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.

(f) Conversion or Exchange Rights. Such 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 hares 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 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, until
further changed, 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 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 and
administration or service agreement, plan or other
arrangement however designated) shall be borne by that Class
and shall 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 the Class.

<PAGE>

(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 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.

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

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

(10) No holder of any shares of stock of the Corporation shall be
entitled as 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.

(11) 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.

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 the General Corporation Law of 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, Douglas Cohen.

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

<PAGE>

(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, altar 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 share to be received by
the Corporation shall be not less than the greater of the
net asset value pr share of that class of stock at such time
computed in accordance with Article SIXTH hereof or the pay
value thereof;

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

(5) Notwhithstanding 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 of any class 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 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 Securities and Exchange
Commission or any successor thereto.

(6) Except as may otherwise be expressly provided by applicable
statues or regulatory requirements the presence in person or by
proxy of the holder of one-third of the share of stock of the
Corporation entitled to vote shall constitute a quorum at any
meeting of the stockholders.

(7) 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 the assets, debts, obligations, or liabilities of the

<PAGE>

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, alternation 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 the method of valuing 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 of classes of the
Corporation's stock, as to the charging of any liability of the
Corporation to a particular class or classes of the Corporation's
stock, as to the number of shares of the Corporation outstanding,
as to the estimated expense to the Corporation in connection with
purchases of its shares, as to the ability to liquidate
investment 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
share of the Corporation are issued and sold on the condition and
understanding that any and all such determinations shall be
binding as aforesaid.

(8) Except to the extent prohibited by the Investment Company Act of
1940, as amended, or rules, regulations or orders thereunder
promulgate 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 dealing or contracting with the
Corporation, nor shall any transaction or contract of the
Corporation be void voidable by reason of the fact that any
director, officer or employee is a member or any corporation of
which an director, officer or employee is a stockholder, officer
or director, or a firm or corporation of which a director is a
member, stockholder, officer or director, is to interest, 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.

(9) Specifically and without limitation of the foregoing subsection
(e) 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 Holdings
Corporation, and any parent, subsidiary, partner, or affiliate of
such firm or any affiliates of any such affiliate, or the
stockholders, 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, bee 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

<PAGE>

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; and provided always that
such contract or transaction shall have been on terms that were
no unfair to the Corporation at the time at which it was entered
into.

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 peritted 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 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 character 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
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 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. 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
real any provision contained in these Articles of Incorporation
or in an amendment hereto in the manner now or hereafter
prescribed by the laws of the State of Maryland and all rights
conferred upon stockholders herein are granted subject to this
reservation.

IN WITNESS WHEREOF, the undersigned, being the incorporator of the Corporation,
has adopted and signed these Articles of Incorporation for the purpose of
forming the corporation described herein pursuant to the General Corporation law
of the State of Maryland and does hereby acknowledge that said adoption and
signing are her act.

EXHIBIT (b)

BY-LAWS

THE MEDICAL FUND AND THE CURE FOR CANCER INC.

ARTICLE I - OFFICES

The principal office of the corporation shall be in the State of New
York, city of North Babylon, County of Suffolk, State of New York 11704. The
corporation may also have offices at such other places within or without the
State of Maryland as the board may from time to time determine of the business
of the corporation may require.

ARTICLE II - SHAREHOLDERS

l. PLACE OF MEETINGS.

Meetings of shareholders shall be held at the principal office of the
corporation or at such other place within or without the State of Maryland as
the board shall authorize.

2. SPECIAL MEETINGS.

Special meetings of the shareholders may be called by the board or by
the president and shall be called by the president or the secretary at the
request in writing of a majority of the board or at the request in writing by
shareholders owning a majority in amount of the shares issued and outstanding.
Such requests shall state the purpose or purposes of the proposed meeting.
Business transacted at a special meeting shall be confined to the purposes state
in the notice.

3. FIXING RECORD DATE.

For the purpose of determining the shareholders entitled to notice of
or to vote at any meeting of shareholders or any adjournment thereof, or to
express consent to or dissent from any proposal without a meeting, or for the
purpose of determining shareholders entitled to receive payment of any dividend
or allotment of any rights, or for the purpose of any other action, the board
shall fix, in advance, a date as the record date for any such determination of
shareholders. Such date shall not be more than fifty nor less than ten days
before the date of such meeting, nor more than fifty days prior to any other
action. If no record date is fixed it shall be determined in accordance with the
provision of law.

<PAGE>

4. NOTICE OF MEETINGS OF SHAREHOLDERS

Written notice of each meeting of shareholders shall state the purpose
or purposes for which the meeting is called, the place, date and hour of the
meeting and unless it is the annual meeting, shall indicate that it is being
issued by or at the direction of the person or persons calling the meeting.
Notice shall be given either personally or by mail to each shareholder entitled
to vote at such meeting, not less then ten nor more than fifty days before the
date of the meeting. If action is proposed to be taken that might entitle
shareholders to payment for their shares, the notice shall include a statement
of that purpose and to that effect. If mailed, the notice is given when
deposited in the United States mail, with postage thereon prepaid, directed to
the shareholder at his address as is appears on the record of shareholders, or,
if he shall have filed with the secretary a written request that notices to him
be mailed to some other address, then directed to him at such other address.

5. WAIVERS.

Notice of meeting need not be given to any shareholder who signs a
waiver of notice, in person or by proxy, whether before or after the meeting.
The attendance of any shareholder at a meeting, in person or by proxy, without
protesting prior to the conclusion of the meeting the lack of notice of such
meeting, shall constitute a waiver of notice by him.

6. QUORUM OF SHAREHOLDERS.

Unless the certificate of incorporation provides otherwise, the holders
of a majority of the shares entitled to vote thereat shall constitute a quorum
at a meeting of shareholders for the transaction of any business, provided that
when a specified item of business is required to be voted on by a class or
classes, the holders of a majority of the shares of such class or classes shall
constitute a quorum for the transaction of such specified item of business.

When a quorum is once present to organize a meeting, it is not broken
by the subsequent withdrawal of any shareholders.

The shareholders present may adjourn the meeting despite the absence of
a quorum.

8. PROXIES

Every shareholder entitled to vote at a meeting of shareholders or to
express consent or dissent without a meeting may authorize another person or
persons to act for him by proxy.

Every proxy must be signed by the shareholders or his attorney-in-fact.
No proxy shall be valid after the expiration of eleven months from the date
thereof unless otherwise provided in the proxy. Every proxy shall be revocable
at the pleasure of the shareholder executing it, except as otherwise provided by
law.

<PAGE>

9. QUALIFICATION OF VOTERS.

Every shareholder of record shall be entitled at every meeting of
shareholders to one vote for every share standing in his name on the record of
shareholders, unless otherwise provided in the certificate of incorporation.

10. VOTE OF SHAREHOLDERS.

Except as otherwise required by statute or by the certificate of
incorporation;

(a) directors shall be elected by a plurality of the votes cast at a
meeting of shareholders by the holders of shares entitled to vote
in the election;

(b) all other corporate action shall be authorized by a majority of
the votes cast.

3. WRITTEN CONSENT OF SHAREHOLDERS.

Any action that may be taken by vote may be taken without a meeting on
written consent, setting forth the action so taken, signed by the holders of all
the outstanding shares entitled to vote thereon or signed by such lesser number
of holders as may be provided for in the certificate of incorporation.

ARTICLE III - DIRECTORS

1. BOARD OF DIRECTORS.

Subject to any provision in the certificate of incorporation the
business of the corporation shall be managed by its board of directors, each of
whom shall be at least 18 years of age and are not required to be shareholders.

2. NUMBER OF DIRECTORS.

The number of directors shall be at least and no more than nine (9).
When all of the shares are owned by less than three shareholders, the number of
directors may be less than three but not less than the number of shareholders.

3. ELECTION AND TERM OF DIRECTORS.

At each annual meeting of shareholders, the shareholders shall elect
directors to hold office until the next annual meeting. Each director shall hold
office until the expiration of the term for which he is elected and until his
successor has been elected and qualified, or until his prior resignation or
removal.

<PAGE>

4. NEWLY CREATED DIRECTORSHIPS AND VACANCIES.

Newly created directorships resulting from an increase in the number of
directors and vacancies occurring in the board for any reason except the removal
of directors without cause may be filled by a vote of a majority of the
directors then in office, although less than a quorum exists, unless otherwise
provided in the certificate of incorporation. Vacancies occurring by reason of
the removal of directors without cause shall be filled by vote of the
shareholders unless otherwise provided in the certificate of incorporation. A
director elected to fill a vacancy caused by a resignation, death or removal
shall be elected to hold office for the unexpired term of his predecessor.

5. REMOVAL OF DIRECTORS.

Any or all of the directors may be removed for cause by vote of the
shareholders or by action of the board. Directors may be removed without cause
only by vote of the shareholders.

6. RESIGNATION.

A director may resign at any time by giving written notice to the
board, the president or the secretary of the corporation. Unless otherwise
specified in the notice, the resignation shall take effect upon receipt thereof
by the board or such officer, and the acceptance of the resignation shall not be
necessary to make it effective.

7. QUORUM OF DIRECTORS.

Unless otherwise provided in the certificate of incorporation, a
majority of the entire board shall constitute a quorum for the transaction of
business or of any specified item of business.

8. ACTION OF THE BOARD.

Unless otherwise required by law, the vote of a majority of the
directors present at the time of the vote, if a quorum is present at such time,
shall be the act of the board. Each director present shall have one vote
regardless of the number of shares, if any, which he may hold.

9. PLACE AND TIME OF BOARD MEETING

The board may hold its meetings at the office of the corporation or at
such other places, either within or without the State of Maryland as it may from
time to time determine.

10. REGULAR ANNUAL MEETING.

<PAGE>

A regular annual meeting of the board shall be held immediately
following the annual meeting of shareholders at the place of such annual meeting
of shareholders.(if held)

11. NOTICE OF MEETINGS OF THE BOARD, ADJOURNMENT.

(a) Regular meetings of the board may be held without notice at such time and
place as it shall from time to time determine. Special meetings of the board
shall from time to time determine. Special meetings of the board shall be held
upon notice to the directors and may be called by the president upon three days
notice to each director either personally or by mail or by wire; special
meetings shall be called by the president or by the secretary in a like manner
on written request of two directors. Notice of a meeting need not be given to
any director who submits a waiver of notice whether before or after the meeting
or who attends the meeting without protesting prior thereto or at its
commencement, the lack of notice to him.

(b) A majority of the directors present, whether or not a quorum is present, may
adjourn any meeting to another time and place. Notice of the adjournment shall
be given all directors who were absent at the time of the adjournment and,
unless such time and place are announced at the meeting, to the other directors.

12. CHAIRMAN.

At all meetings of the board the president, or in his absence, a
chairman chose by the board shall preside.

13. EXECUTIVE AND OTHER COMMITTEES.

The board, by resolution adopted by a majority of the entire board may
designate from among its members an executive committee and other committees,
each consisting of three or more directors. Each such committee shall serve at
the pleasure of the board.

14. COMPENSATION.

No compensation shall be paid to directors, as such, for their
services, but by resolution of the board a fixed sum and expenses for actual
attendance, at each regular or special meeting of the board may be authorized.
Nothing herein contained shall be construed to preclude any director from
serving the corporation in any other capacity and receiving compensation
therefor.

ARTICLE IV - OFFICERS

1. OFFICES, ELECTION, TERM.

<PAGE>

(a) Unless otherwise provided for in the certificate of incorporation, the
board may elect or appoint a president, one or more vice-presidents, a
secretary and a treasurer, and such other officers as it may determine,
who shall have such duties, powers and functions as hereinafter
provided.

(b) All officers shall be elected or appointed to hold office until the
meeting of the board following the annual meeting of shareholders.

(c) Each officer shall hold office for the term for which he is elected or
appointed and until his successor has been elected or appointed and
qualified.

2. REMOVAL, RESIGNATION, SALARY, ETC.

(a) Any officer elected or appointed by the board may be removed by the
board with or without cause.

(b) In the event of the death, resignation or removal of an officer, the
board in its discretion may elect or appoint a successor to fill the
unexpired term.

(c) Any two or more offices may be held by the same person, except the
offices of president and secretary. When all of the issued and
outstanding stock of the corporation is owned by one person, such
person may hold all or any combination of offices.

(d) The salaries of all officers shall be fixed by the board.

(e) The directors may require any officer to give security for the faithful
performance of his duties.

3. PRESIDENT.

The president shall be the chief executive officer of the corporation;
he shall preside at all meetings of the shareholders and of the board; he shall
have the management of the business of the corporation and shall see that all
orders and resolutions of the board are carried into effect.

4. VICE-PRESIDENTS.

During the absence or disability of the president, the vice-president,
or if there are more than one, the executive vice-president, shall have all the
powers and functions of the president. Each vice-president shall perform such
other duties as the board shall prescribe.

5. SECRETARY.

The secretary shall:

<PAGE>

(a) attend all meetings of the board and of the shareholders;

(b) record all votes and minutes of all proceedings in a book to be
kept for that purpose;

(d) keep in safe custody the seal of the corporation and affix it to
any instrument when authorized by the board;

(e) when required, prepare or cause to be prepared and available at
each meeting of shareholders a certified list in a alphabetical
order of the names of shareholders entitled to vote thereat,
indicating the number of shares of each respective class held by
each;

(f) keep all the documents and records of the corporation as required
by law or otherwise in a proper and safe manner.

(g) Perform such other duties as may be prescribed by the board

80 ASSISTANT - SECRETARIES.

During the absence or disability of the secretary, the
assistant-secretary, or if there are more than one, the one so designated by the
secretary or by the board, shall have all the powers and functions of the
secretary.

90 TREASURER.

The treasurer shall:

(a) have the custody of the corporate funds and securities;

(b) keep full and accurate accounts of receipts and disbursements in
the corporate books;

(c) deposit all money and other valuables in the name and to the
credit of the corporation in such depositories as may be
designated by the board;

(d) disburse the funds of the corporation as may be ordered or
authorized by the board and preserve proper vouchers for such
disbursements;

(e) render to the president and board at the regular meetings of the
board, or whenever they require it, an account of all his
transactions as treasurer and of the financial condition of the
corporation;

<PAGE>

(f) render a full financial report at the annual meeting of the
shareholders is so requested;

(g) be furnished by all corporate officers and agents at his request,
with such reports and statements as he may require as to all
financial transactions of the corporation;

(h) perform such other duties as are given to him by these by-laws or
as from time to time are assigned to him by the board or
the president.

90 ASSISTANT-TREASURER

During the absence or disability of the treasurer, the
assistant-treasurer, or if there are more than one, the one so designated by the
secretary or by the board, shall have all the powers and functions of the
treasurer.

100 SURETIES AND BONDS.

In case the board shall so require, any officer or agent of the corporation
shall execute to the corporation a bond in such sum and with such surety or
sureties as the board may direct, conditioned upon the faithful performance of
his duties to the corporation and including responsibility for negligence and
for the accounting for all property, funds or securities of the corporation
which may come into his hands.

ARTICLE V - CERTIFICATES FOR SHARES

10 TRANSFERS OF SHARES.

(a) Upon surrender to the corporation or the transfer agent of the corporation
of a certificate for shares duly endorsed or accompanied by proper evidence
of succession, assignment or authority to transfer, it shall be the duty of
the corporation to issue a new certificate to the person entitled thereto,
and cancel the old certificate; every such transfer shall be entered on the
transfer book of the corporation which shall be kept at its principal
office. No transfer shall be made within ten days next preceding the annual
meeting of shareholders.

(b) The corporation shall be entitled to treat the holder of record of any
share as the holder in fact thereof and, accordingly, shall not be bound to
recognize any equitable or other claim to or interest in such share on the
part of any other person whether or not it shall have express or other
notice thereof, except as expressly provided by the laws of New York.

<PAGE>

2. CLOSING TRANSFER BOOKS.

The board shall have the power to close the share transfer books of the
corporation for a period of not more than ten days during the thirty day period
immediately preceding (1) any shareholders' meeting, and (2) any date upon which
shareholders shall be called upon to or have a right to take action without a
meeting, or (3) any date fixed for the payment of a dividend or any other form
of distribution, and only those shareholders of record at the time the transfer
books are closed, shall be recognized as such for the purpose of (1) receiving
notice of or voting at such meeting, or (2) allowing them to take appropriate
action, and (3) entitling them to receive any dividend or other form of
distribution.

ARTICLE VI - CORPORATE SEAL

The seal of the corporation shall be circular in form and bear the name
of the corporation, the year of its organization and the words "Corporate Seal,
New York." The seal may be used by causing it to be impressed directly on the
instrument or writing to be sealed, or upon adhesive substance affixed thereto.
The seal on the certificates for shares or on any corporate obligation for the
payment of money may be a facsimile, engraved or printed.

ARTICLE VII - EXECUTION OF INSTRUMENTS

All corporate instruments and documents shall be signed or
countersigned, executed, verified or acknowledged by such officer or officers or
other person or persons as the board may from time to time designate.

ARTICLE VIII - FISCAL YEAR

The fiscal year shall begin the first day of April in each year.

ARTICLE IX - REFERENCES TO CERTIFICATE OF INCORPORATION

Reference to the certificate of incorporation in these by-laws shall
include all amendments thereto or changes thereof unless specifically excepted.

<PAGE>

ARTICLE X - BY-LAW CHANGES

AMENDMENT, REPEAL, ADOPTION, ELECTION OF DIRECTORS

(a) Except as otherwise provided in the certificate of incorporation the
by-laws may be amended, repealed or adopted by vote of the holders of the
shares at the time entitled to vote in the election of any directors.
By-laws may also be amended, repealed or adopted by the board buy any
by-law adopted by the board may be amended by the shareholders entitled to
vote thereon as herein above provided.

(b) If any by-law regulating an impending election of directors is adopted,
amended or repealed by the board, there shall be set forth in the notice of
the next meeting of shareholders for the election of directors the by-law
so adopted, amended or repealed, together with a concise statement of the
changes made.

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

July 28, 1999

VIA EDGAR

Mr. Briccio B. Barrientos
Division of Investment Management
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

Re: THE CANCER RESEARCH INVESTMENT FUND, the initial series of
KINETICS MUTUAL FUNDS, INC., (formerly The Medical Fund and
the Cure for Cancer, Inc.) Pre- Effective Amendment No. 2 to
the Registration Statement (Reg. No. 333-78275 and ICA No.
811-09303) on Form N-1A

Dear Mr. Barrientos:

On behalf of The Cancer Research Investment Fund, the initial series of
Kinetics Mutual Funds, Inc., (the "Company")(formerly The Medical Fund and the
Cure for Cancer, Inc.), transmitted herewith is a copy of Pre-Effective
Amendment No. 2 to the Registration Statement on Form N-1A, including exhibits,
for filing under the Securities Act of 1933 and the Investment Company Act of
1940. Please be advised that the Company has filed an amendment to its Articles
of Incorporation dated July 28, 1999 with the Secretary of the State of Maryland
for the purpose of changing the name of the Company from The Medical Fund and
Cure for Cancer, Inc. to Kinetics Mutual Funds, Inc.

Also be advised that, effective July 19, 1999, the Company has
appointed Spitzer & Feldman P.C. to serve as its legal counsel. Spitzer &
Feldman P.C. has attempted to respond to your comments on behalf of the Company
to the extent of our knowledge and in as timely a manner as practicable in view
of our recent appointment.

The purpose for this filing is to respond to the comments in your
letter dated June 14, 1999 to the Registration Statement and Pre-Effective
Amendment No. 1 filed April 22, 1999 and May 12, 1999, respectively, for the
Company and to make certain non-material changes to the Prospectus and Statement
of Additional Information ("SAI"). Marked copies of the Prospectus and SAI
indicating all changes made since the May 12, 1999 filing date have been
forwarded to you via overnight mail and are provided as part of this filing.

The following comprises the Company's responses to your comments
mentioned above:

GENERAL

Fund Name

1. Comment: Please explain why the name of the Fund may not be deceptive or
misleading. See Section 35(d) of the Investment Company Act of 1940

Response: We have responded to this comment by changing the name of the
Fund and by providing additional details regarding the types of companies
engaged in cancer treatment and research activities in which the Fund will
invest.

<PAGE>

Cover Letter

2. Comment: Please include a cover letter with all filings. See IV.A.3. of
Letter to Registrant from Carolyn B. Lewis and Barry D. Miller, Assistant
Directors, February 15, 1996.

Response: We have responded to this comment by agreeing to include a cover
letter with all future filings.

Table of Contents

3. Comment: Material immediately following the Table of Contents and preceding
the Risk/Return Summary does not conform to the content in the Risk/Return
Summary and duplicates information on the back cover. Please delete this
material.

Response: We have responded to this comment by deleting the material
underneath the Table of Contents.

INVESTMENT OBJECTIVES, STRATEGIES AND RISKS

Fund Summary

4. Comment: Please rename this section "Risk/Return Summary."

Response: We have responded to this comment by renaming the section
"Risk/Return Summary."

Investment Objectives

5. Comment: The term "Medical Fund" has not been previously defined. Please
define or use another term that is defined or whose meaning is obvious.

Response: We have responded to this comment by defining the name of the
Fund as the "Fund" after first using its name.

6. Comment: Besides the first and last sentences, the remainder of this
section consists of strategies rather than objectives. Please move such
disclosure to the "Investment Strategies" section.

Response: We have responded to this comment by moving the disclosure from
the "Investment Objective" section to the "Investment Strategies" section.

7. Comment: Please explain the meaning of the term "fields". You may consider
using the term "industries" instead, which mutual fund disclosure more
commonly uses or "in companies engaged in cancer research and treatment."

Response: We have responded to this comment by using the term "industries"
instead of "fields." We have also adopted the following language as part of
the investment strategy: "by investing in companies engaged in researching
and developing a cure for cancer."

8. Comment: Please define how a company can be considered to be engaged in
cancer treatment and research, and medical and pharmaceutical research. You
may wish to look at II.A. of Letter to Registrant from Carolyn B. Lewis,
Assistant Director, February 22, 1993. Although the letter refers to how a
company can be considered to be from a particular foreign country, the
staff has used this definition to determine whether a company is in a
particular industry.

<PAGE>

Response: We have revised the sections entitled Investment Objective and
Strategies to more clearly state the criteria to be used by the Adviser in
identifying companies engaged in cancer treatment, research and
development.

9. Comment: Please explain the meaning of the phrase "but not limiting
interest."

Response: We have responded to this comment by deleting the language "but
not limiting interest."

Principal Investment Strategies

10. Comment: The disclosure in this section explains why the adviser believes
medical, pharmaceutical and research companies may be good investments, but
does not constitute a strategy. Please remove this disclosure out of this
section.

Response: We have responded to this comment by removing the disclosure from
the "Principal Investment Strategies" section and adding new language which
more adequately discloses the investment strategies to be utilized by the
Adviser.

11. Comment: Explain in general terms how the adviser decides which securities
to buy and sell. See Item 4(b)(2) to Form N-1A.

Response: We have responded to this comment by generally explaining how the
adviser selects which securities to buy and sell for the Fund's portfolio.

12. Comment: Please disclose the size of companies the Fund will generally
invest in.

Response: We have responded to this comment by indicating that the Fund can
invest in any size company (i.e., small, medium or large). We have added
risk disclosure for investing in small and medium sized companies.

13. Comment: Please disclose generally where and how the securities of the
companies the Fund invests in will trade.

Response: We have revised the disclosure under Investment Strategies and
Main Risks to include reference to trading of securities of U.S. companies
listed on any U.S. exchange and limiting the Fund's investment in foreign
securities to American Depositary Receipts and International Depositary
Receipts.

14. Comment: If the Fund invests in foreign securities as a principal strategy,
please disclose this fact along with the types of such securities (i.e.,
ADR's, securities traded on foreign stock exchanges, etc.)

Response: We have responded to this comment by expressly stating that the
Fund can invest in ADRs and IDRs. We have also added risk disclosure
regarding trading in foreign securities in the sections entitled "Main
Risks" and "Valuation of Fund Shares."

Principal Risks of Investing in the Fund

15. Comment: If the Fund invests in small companies as a principal strategy,
please disclose the risks of investing in small companies.

Response: We have responded to this comment by stating that the Fund can
invest in small companies and we have added disclosure regarding the risks
of investing in small companies.

<PAGE>

16. Comment: If the Fund invests in foreign securities as a principal strategy,
please disclose the risks of investing in foreign securities.

Response: We have responded to this comment by stating that the Fund can
invest in foreign securities and we have disclosed the risks of investing
in foreign companies.

Temporary Defensive Investments

17. Comment: Please disclose the kind of U.S. Government securities in which
the Fund may invest.

Response: We have responded to this comment by stating that the Fund can
invest in U.S. Treasury obligations.

Year 2000 Issue

18. Comment: Foreign issuers and foreign governments may not have computers
ready for the year 2000. To the extent the Fund will invest in foreign
issuers, please consider disclosing how this may impact the Fund's net
asset value, total return, and yield.

Response: We have responded to this comment by disclosing that the year
2000 problem could adversely affect foreign companies and economies to a
greater extent than domestic companies, which could, in turn, have an
adverse effect on the Fund's net asset value and total return.

BAR CHART AND PERFORMANCE TABLE

19. Comment: Since the Fund currently has no performance, please limit
disclosure to a narrative explanation of why the bar chart and the
performance table are not included.

Response: We have responded to this comment by limiting the performance
disclosure to the following narrative: "To date, there is no prior
performance for this Fund."

FEE TABLE

Example

20. Comment: The Example should assume an investment of $10,000. See Item 3 to
Form N-1A.

Response: We have responded to this comment by assuming an investment
amount of $10,000 pursuant to Item 3 to Form N-1A.

MANAGEMENT OF THE FUND

Investment Adviser

21. Comment: Please identify the national laboratory where Mr. Abel has been
employed since 1989.

Response: We have responded to this comment by stating that Mr. Abel was
employed at Brookhaven National Laboratory since 1989.

22. Comment: Please disclose the positions held by Mr. Doyle at Horizon Asset
Management. If research analyst and portfolio manager constitute all
positions held, please disclose this explicitly. If other positions were
held at Horizon, disclose those as well.

Response: The disclosure relating to the positions held by Peter B. Doyle
at Horizon Asset Management has been revised to
accurately set forth the information requested.

<PAGE>

23. Comment: Please disclose if Peter Doyle, James G. Doyle and Margaret B.
Doyle are related.

Response: We have responded to this comment by deleting any reference to
James G. Doyle and Margaret B. Doyle because they are not officers of
Kinetics Asset Management, Inc.

DISTRIBUTION OF SHARES

24. Comment: The Fund should value securities at fair market value in good
faith in accordance with procedures approved by the Board of Trustees.
Current disclosure gives the impression that Board-approved procedures
don't determine fair market value.

Response: We have responded to this comment by stating under "Valuation of
Shares" the following: "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."

FINANCIAL HIGHLIGHTS

25. Comment: Since the Fund currently has no history, please limit disclosure
to a narrative explanation of why the financial highlights are not
included.

Response: We have responded to this comment by limiting the disclosure to
the following narrative: Because the Fund has not yet commenced investment
operations, to date, there are no financial highlights to report.

BACK COVER

26. Comment: Please disclose the Fund's Investment Company Act File Number. See
Item 1(b)(4) of Form N-1A.

Response: We have responded to this comment by disclosing the Fund's
Investment Company Act File Number on the back cover pursuant to Item
1(b)(4) of Form N-1A.

Please telephone the undersigned at (212) 888-6680 with any questions
you may have or for any further information you may desire.

Very truly yours,

/s/ Lawrence Y. Vincent
Lawrence Y. Vincent, Esq.

Enclosure
cc: Kinetics Mutual Funds, Inc.
Firstar Mutual Fund Services, LLC