KINETICS MUTUAL FUNDS, INC. and KINETICS PORTFOLIOS TRUST

THIRD AMENDMENT TO THE CUSTODY AGREEMENT

THIS THIRD AMENDMENT dated as of this 6^th day of  December, 2007, to the Custody Agreement, dated as of June 26, 2006, as amended December 15, 2006 and March 5, 2007, is entered into by and among Kinetics Mutual Funds, Inc., a Maryland corporation, Kinetics Portfolios Trust, a Delaware business trust and U.S. Bank National Association, a national banking association organized and existing under the laws of the United States of America with its principal place of business at Cincinnati, Ohio.

RECITALS

WHEREAS, the parties have entered into a Custody Agreement dated as of June 26, 2006, as previously amended (the “Agreement”); and

WHEREAS, the parties desire to amendment the Agreement; and

WHEREAS, Article 14.2 of the Agreements allows for its amendment by a written instrument executed by the parties;

NOW, THEREFORE, the parties agree as follows:

Exhibit D, the list of funds and the fee schedule of the Agreement, is hereby superseded and replaced with Exhibit D attached hereto.

Except to the extent amended hereby, the Agreement shall remain in full force and effect.

IN WITNESS WHEREOF, the parties hereto have caused this Third Amendment to be executed by a duly authorized officer on one or more counterparts as of the date and year first written above.

KINETICS MUTUAL FUNDS, INC.	U.S. BANK NATIONAL ASSOCIATION
By:  /s/ Peter B. Doyle	By: /s/ Micheal R. McVoy
Name:   Peter B. Doyle	Name: Michael R. McVoy
Title:   President	Title: Vice President
KINETICS PORTFOLIOS TRUST
By: /s/ Peter B. Doyle
Name:   Peter B. Doyle
Title:   President

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Exhibit D

to the

Custody Agreement – Kinetics Mutual Funds, Inc., Kinetics Portfolios Trust

December 6,  2007

Annual Fee Schedule – Domestic Funds/Portfolios

Separate Series of Kinetics Mutual Funds, Inc./Kinetics Portfolios Trust

Name of Series

The Medical Fund/The Medical Portfolio

The Internet Fund/The Internet Portfolio

The Internet Emerging Growth Fund/The Internet Emerging Growth Portfolio

The Paradigm Fund/The Paradigm Portfolio

The Small Cap Opportunities Fund/The Small Cap Opportunities Portfolio

The Kinetics Government Money Market Fund/The Kinetics Government Money Market Portfolio

The Market Opportunities Fund/The Market Opportunities Portfolio

The Water Infrastructure Fund/The Water Infrastructure Portfolio

The Multi-Disciplinary Fund/The Multi-Disciplinary Portfolio

Annual fee based upon market value

½ basis point per year

Minimum annual fee per fund -- $3,000

Investment transactions (purchase, sale, exchange, tender, redemption, maturity, receipt, delivery):

$12.00 per book entry security (depository or Federal Reserve system)

$25.00 per definitive security (physical)

$25.00 per mutual fund trade

$75.00 per Euroclear

$ 8.00 per principal reduction on pass-through certificates

$35.00 per option/futures contract

$15.00 per variation margin

$15.00 per Fed wire deposit or withdrawal

$ 6.00 per repurchase transaction

Variable Amount Demand Notes:  Used as a short-term investment, variable amount notes offer safety and prevailing high interest rates.  Our charge, which is ¼ of 1%, is deducted from the variable amount note income at the time it is credited to your account.

Plus out-of-pocket expenses, and extraordinary expenses based upon complexity

Fees and out-of-pocket expenses are billed to the fund monthly, based upon market value at the beginning of the month

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