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                               EXPENSE WAIVER AND
                             REIMBURSEMENT AGREEMENT

         AGREEMENT made this 20th day of April 2001, between Kinetics Mutual
Funds, Inc., a Maryland corporation (the "Company"), on behalf of each series of
the Company (the "Funds") and Kinetics Asset Management, Inc., a (the
"Adviser").

         WHEREAS, each of the Funds are "Feeder Funds" having respective
portfolios ("Master Portfolios") in which they invest; such Master Portfolios
being managed by the Adviser pursuant to separate Investment Advisory
Agreements;

         WHEREAS, each Fund incurs, and is allocated, proportionate expenses
from its respective Master Portfolio;

         WHEREAS, the Company and the Adviser have determined that it is
appropriate and in the best interests of each Fund and classes of each Fund and
their shareholders to limit the total expenses of each Fund and class of the
Company as listed on Schedule A, as may be amended from time to time;

         NOW, THEREFORE, the parties hereto agree as follows:

1.       Expense Waiver and Reimbursement by the Adviser. The Adviser agrees to
         reduce all or a portion of its management fee and, if necessary, to
         bear certain other expenses (to the extent permitted by the Internal
         Revenue Code of 1986, as amended) associated with operating the Funds
         to the extent necessary to limit the annualized expenses of each Fund
         to the rates reflected in Schedule A to this Agreement.

2.       Duty of Fund to Reimburse. Subject to approval by the Funds' Board of
         Directors, each Fund agrees to reimburse the Adviser on a monthly basis
         such deferred fees, including any expenses borne pursuant to paragraph
         1 in later periods provided, however, that a Fund is not obligated to
         pay any such deferred fees more than three years after the end of the
         fiscal year in which the fee was deferred. The Company's Board of
         Directors shall review quarterly any reimbursement paid to the Adviser
         with respect to any Fund in such quarter.

3.       Assignment. No assignment of this Agreement shall be made by the
         Adviser without the prior consent of the Company.

4.       Duration and Termination. This Agreement shall be effective for the
         period from January 1, 2001 to December 31, 2001, and shall continue in
         effect thereafter provided each such continuance is specifically
         approved by a majority of the Directors of the Company who (i) are not
         "interested persons" of the Company or any other party to this
         Agreement, as defined in the Investment Company Act of 1940, as
         amended, (the "Disinterested Directors") and (ii) have no direct or
         indirect financial interest in the operation of this Agreement.
         Nevertheless, this Agreement may be terminated by either of the parties
         hereto, without payment of any penalty, upon written notice of not less
         than thirty (30) days to the other party at its principal place of
         business. In the case of termination by the Company, such action shall
         be authorized by resolution of a majority of the Disinterested
         Directors or by a vote of the majority of the outstanding voting
         securities of the Company.
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         IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above written.

KINETICS MUTUAL FUNDS, INC.                      KINETICS ASSET MANAGEMENT, INC.

By:                                              By:
   --------------------------------------           ----------------------------

Name:                                            Name:
     ------------------------------------             --------------------------

Title:                                           Title:
      -----------------------------------              -------------------------



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                                   SCHEDULE A



Fund                                      No Load Class     A Class     B Class    C Class
----                                      -------------     -------     -------    -------
                                                                       
The Internet Emerging Growth Fund              2.74%          2.99%       3.49%      3.49%
The New Paradigm Fund                          2.74%          2.99%       3.49%      3.49%
The Energy Fund                                2.74%          2.99%       3.49%      3.49%
The Small Cap Fund                             2.74%          2.99%       3.49%      3.49%
The Middle East Growth Fund                    2.99%          3.24%       3.74%      3.74%
The Asia Technology Fund                       2.99%          3.24%       3.74%      3.74%


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