kmf_def14a.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14A
(Rule
14a-101)
SCHEDULE
14A INFORMATION
Proxy
Statement Pursuant to Section 14(a) of the
Securities
Exchange Act of 1934
Filed
by the
Registrant x
Filed
by a Party other than the
Registrant o
Check
the appropriate box:
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Preliminary
Proxy Statement.
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Confidential,
for use of the Commission Only (as permitted by Rule 14a-6(e)(2)).
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x
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Definitive
Proxy Statement.
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Definitive
Additional Materials.
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o
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Soliciting
Material Pursuant to § 240.14a-12.
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KINETICS
MUTUAL FUNDS, INC.
(Name
of
Registrant as Specified In Its Charter)
(Name
of
Person(s) Filing Proxy Statement, if other than the Registrant)
Payment
of Filing Fee (Check the appropriate box):
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Fee
computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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(1)
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Title
of each class of securities to which transaction applies:
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(2)
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Aggregate
number of securities to which transaction applies:
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(3)
Per unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
calculated and state how it was determined):
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(4)
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Proposed
maximum aggregate value of transaction:
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(5)
Total fee paid:
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o
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Fee
paid previously with preliminary materials:
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o
Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or
the Form or Schedule and the date of its filing.
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(1)
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Amount
Previously Paid:
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(2)
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Form,
Schedule or Registration Statement No.:
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(3)
Filing Party:
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Persons
who are to respond to the collection of information contained in
this form
are not required to respond unless the form displays a currently
valid OMB
control number.
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KINETICS
MUTUAL FUNDS, INC.
16
New Broadway,
Sleepy
Hollow, New York 10591
800-930-3828
Internet
Emerging Growth Fund
January
24, 2008
Dear
Shareholder:
The
Board of Directors of Kinetics
Mutual Funds, Inc. (the “Company”) is pleased to announce a Special Meeting of
Shareholders (the “Meeting”) of the Company’s Internet Emerging Growth Fund (the
“Fund”) to be held on February 27, 2008 at 2:00 p.m. (Eastern time) at the
Company’s offices located at 16 New Broadway, Sleepy Hollow, New York
10591.
At
the Meeting, shareholders will be
asked to vote on the approval or disapproval of changes to a fundamental
investment restriction of the Fund. The Fund currently operates under
a “master-feeder” structure, pursuant to which the Fund seeks its investment
objective by investing all of its investable assets in a corresponding portfolio
series, the Internet Emerging Growth Portfolio (the “Portfolio”) of Kinetics
Portfolios Trust (the “Trust”), that has an identical investment objective and
strategy to that of the Fund. The Portfolio is seeking the vote of
its shareholders, principally the Fund, regarding the approval or disapproval
of
a corresponding change to a fundamental investment restriction of the Portfolio
(the “Portfolio Proposal”). The Fund is seeking voting instructions
from shareholders and will vote its Portfolio shares for or against the
Portfolio Proposal proportionately to the instructions to vote for or against
such matters received from shareholders. In the event that the Fund
does not receive voting instructions from shareholders, the portion of the
Fund’s Portfolio shares allocable to such shareholders will be voted in the same
proportions as the portion with respect to which it has received voting
instructions.
Whether
or not you plan to be present at
the Meeting, your vote is needed. If you do not plan to be present at
the Meeting, please complete, sign and return the enclosed Proxy Card
promptly. A postage paid envelope is enclosed for this
purpose. In the alternative, you may vote by
touch-tone telephone or via the Internet by following the instructions on
the Proxy Card.
The
Board of Directors unanimously
recommends your approval of the proposals described in the Proxy
Statement.
Sincerely,
/s/
Peter B.
Doyle
President
Please
review the enclosed materials and complete,
sign, date and return the enclosed Proxy Card. It is important that
you return the Proxy Card to ensure your shares will be represented at the
Meeting. Please refer to your individual Proxy Card for information
about other convenient voting options that may be available to you, such as
voting by touch-tone telephone or via the Internet. If you have
any questions after considering the enclosed materials, please call
1-866-586-0656.
KINETICS
MUTUAL FUNDS, INC.
16
New Broadway,
Sleepy
Hollow, New York 10591
800-930-3828
NOTICE
OF SPECIAL MEETING OF SHAREHOLDERS
TO
BE HELD ON FEBRUARY 27,
2008
Internet
Emerging Growth Fund
NOTICE
IS HEREBY GIVEN that a Special
Meeting of Shareholders (the “Meeting”) of the Internet Emerging Growth Fund
(the “Fund”) of Kinetics Mutual Funds, Inc. (the “Company”) will be held on
February 27, 2008 at 2:00 p.m. (Eastern time), at the Company’s offices located
at 16 New Broadway, Sleepy Hollow, New York 10591.
The
Meeting will be held for the
following purposes:
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1.
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To
approve or disapprove changes to the Fund’s fundamental investment
restriction on industry concentration; and
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2.
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To
transact such other business as may properly come before the Meeting
or
any adjournment thereof.
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The
Fund currently operates under a
“master-feeder” structure, pursuant to which the Fund seeks its investment
objective by investing all of its investable assets in a corresponding portfolio
series, the Internet Emerging Growth Portfolio (the “Portfolio”) of Kinetics
Portfolios Trust (the “Trust”), that has an identical investment objective and
strategy to that of the Fund. In addition to Proposal 1, the
Portfolio is seeking the vote of its shareholders, principally the Fund,
regarding the approval or disapproval of a corresponding change to a fundamental
investment restriction of the Portfolio (the “Portfolio
Proposal”). The Fund is seeking voting instructions from shareholders
and will vote its Portfolio shares for or against the Portfolio Proposal
proportionately to the instructions to vote for or against such matters received
from shareholders. In the event that the Fund does not receive voting
instructions from shareholders, the portion of the Fund’s Portfolio shares
allocable to such shareholders will be voted in the same proportions as the
portion with respect to which it has received voting
instructions.
The
proposals stated above are
discussed in detail in the attached Proxy Statement. Shareholders of
record as of the close of business on January 7, 2008 are entitled to notice
of,
and to vote at, the Meeting or any adjournments thereof.
YOUR
BOARD OF DIRECTORS UNANIMOUSLY
RECOMMENDS THAT YOU VOTE IN FAVOR OF THE PROPOSALS.
Each
shareholder is invited to attend
the Meeting in person. If you cannot be present at the Meeting, we
urge you to execute and return promptly in the enclosed envelope the
accompanying Proxy Card or Cards which are being solicited by the Company’s
Board of Directors. Also, please refer to your individual Proxy Card
for information about other convenient voting options that may be available
to
you, such as voting by touch-tone telephone or via the Internet. This
is important for the purpose of ensuring a quorum at the Meeting. A
proxy may be revoked by any shareholder at any time before it is exercised
by
executing and submitting a revised proxy, by giving written notice of revocation
to the Company’s Secretary, or by withdrawing the proxy and voting in person at
the Meeting. If you have any questions, please call
1-866-586-0656.
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By
Order of the Board of Directors
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Peter
B. Doyle
President
KINETICS
MUTUAL FUNDS, INC.
16
New Broadway,
Sleepy
Hollow, New York 10591
800-930-3828
PROXY
STATEMENT
This
Proxy Statement is furnished in
connection with the solicitation of proxies by and on behalf of the Board of
Directors (the “Board” or the “Directors”) of Kinetics Mutual Funds, Inc. (the
“Company”) in connection with a Special Meeting of Shareholders of the Company’s
Internet Emerging Growth Fund (the “Fund”) to be held at the Company’s offices
located at 16 New Broadway, Sleepy Hollow, New York 10591 on February 27, 2008
at 2:00 p.m. (Eastern time) for the purposes set forth in the accompanying
Notice. Such meeting and any adjournments thereof are referred to in
this Proxy Statement as the “Meeting.”
The
following table summarizes the
proposals to be voted on at the Meeting and indicates those shareholders who
are
being solicited with respect to the proposal:
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Proposal
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Shareholders
Solicited
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1.
To approve or disapprove changes to the Fund’s fundamental investment
restriction on industry concentration.
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All
shareholders of record of the Fund voting together.
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The
Fund currently operates under a
“master-feeder,” structure, pursuant to which the Fund seeks its investment
objective by investing all of its investable assets in a corresponding portfolio
series, the Internet Emerging Growth Portfolio (the “Portfolio”) of Kinetics
Portfolios Trust (the “Trust”), that has an identical investment objective and
strategy to that of the Fund. In addition to Proposal 1, the
Portfolio is seeking the vote of its shareholders, principally the Fund,
regarding the approval or disapproval of a corresponding change to a fundamental
investment restriction of the Portfolio (the “Portfolio
Proposal”). The Fund is seeking voting instructions from shareholders
and will vote its Portfolio shares for or against the Portfolio Proposal
proportionately to the instructions to vote for or against such matters received
from shareholders. In the event that the Fund does not receive voting
instructions from shareholders, the portion of the Fund’s Portfolio shares
allocable to such shareholders will be voted in the same proportions as the
portion with respect to which it has received voting
instructions.
Only
shareholders of record of the Fund
at the close of business on January 7, 2008, the record date for the Meeting
(“Record Date”), will be entitled to notice of and to vote at the
Meeting. The Company currently offers only one class of shares in the
Fund. As of the Record Date, the number of outstanding shares of the
Fund was 743,620.151.
Each
shareholder of record on the
Record Date shall be entitled to one vote for each full share held and each
fractional share shall be entitled to a proportionate fractional
vote. Shares may be voted in person, by proxy, by telephone or via
the Internet.
Proxy
solicitations will be made
primarily by mail. The Company’s officers and employees of Kinetics
Asset Management, Inc., 16 New Broadway, Sleepy Hollow, New York, 10591, the
investment adviser to the Fund (“Kinetics” or the “Adviser”), may also solicit
proxies personally or by telephone or via the Internet. Broadridge Investor
Communications Services has been retained to solicit proxies in connection
with
the Meeting for a fee of approximately $11,000. The Fund will bear
all costs related to the proxy solicitation and shareholder
meeting. Any shareholder submitting a proxy may revoke it at any time
before it is exercised by submitting to the Company a written notice of
revocation or a subsequently executed proxy or by withdrawing the proxy,
attending the Meeting and voting in person. This Proxy Statement and
the enclosed Proxy Card or Cards will first be mailed to the Fund’s shareholders
on or about January 24, 2008.
Properly
signed proxies received by the
Company in time for voting and not so revoked will be voted in accordance with
the directions specified therein at the Meeting or any
adjournment. The Board of Directors recommends a vote FOR approval of
the proposals. If no specification is made, the proxy will be
voted: 1) FOR approval of the proposals and 2) in the discretion of
the proxies as to any other matter which may properly come before the Meeting
or
any adjournment thereof.
The
Company will furnish, without
charge, copies of its annual and semi-annual reports to shareholders dated
December 31, 2006 and June 30, 2007, respectively, to any shareholder upon
request. The annual and semi-annual reports may be obtained by
writing to: Kinetics Mutual Funds, Inc., c/o U.S. Bancorp Fund Services, LLC,
P.O. Box 701, Milwaukee, WI 53201-0701 or by calling (800) 930-3828 or on-line
by visiting http://www.kineticsfunds.com.
INTRODUCTION
The
Company is organized as a Maryland
corporation and is registered as an open-end management investment company
under
the Investment Company Act of 1940, as amended (the “1940 Act”). The
Fund is a series of the Company and currently operates under a
“master-feeder” structure pursuant to which
the Fund seeks its investment
objective by investing all of its investable assets in the Portfolio, a
corresponding portfolio series of the Trust, that has an identical investment
objective and strategy to that of the Fund.
At
a meeting held on December 6, 2007,
the Board of Directors of the Company and the Board of Trustees of the Trust,
approved: (1) changing the Fund’s/Portfolio’s investment strategy such that it
will invest at least 65% of its net assets in the equity securities of foreign
companies and U.S. companies with business operations and/or equity or business
interests in international markets (the Fund’s/Portfolio’s investment strategy
currently requires it to invest at least 80% of its net assets plus any
borrowings for investment purposes in the securities of small and medium
capitalization U.S. and foreign emerging growth companies engaged in the
Internet and Internet-related activities); (2) changing the Fund’s/Portfolio’s
fundamental investment restriction relating to industry concentration by
eliminating the Fund’s/Portfolio’s ability to concentrate its investments in the
Internet and Internet-related industries; and (3) changing the name of the
Fund
to the Global Fund and the name of the Portfolio to the Global
Portfolio. The Fund’s/Portfolio’s investment objective of seeking
long-term capital growth, as well as the Portfolio’s portfolio manager, would
remain unchanged.
Under
the 1940 Act, the change in the
name of the Fund/Portfolio as well as the change in the Fund’s/Portfolio’s
investment strategy do not require shareholder approval. The proposed
change to the Fund’s/Portfolio’s fundamental investment restriction, however,
must be approved pursuant to the 1940 Act by a majority of the
Fund’s/Portfolio’s outstanding voting securities, as defined in that
Act.
The
1940
Act requires the Fund/Portfolio to adopt fundamental investment restrictions
with respect to several specific types of activities, including the
Fund's/Portfolio’s ability to concentrate its investments in any particular
industry or group of industries. While the 1940 Act does not define what
constitutes “concentration” in an industry or group of industries, the staff of
the Securities and Exchange
Commission (“SEC”) has taken the position that investment of more than
25% of a fund’s total assets in one or more issuers conducting their principal
business activities in the same industry or group of industries (excluding
the
U.S. Government, its agencies or instrumentalities) constitutes
concentration. The Fund/Portfolio currently concentrates its
investments in the Internet and Internet-related industries. If
shareholders approve the proposed change to the Fund’s/Portfolio’s fundamental
investment restriction, the Fund/Portfolio will no longer concentrate its
investments in any particular industry or group of industries. The Board of Directors of the
Company
recommend that Fund shareholders vote for approval of the proposed change to
the
Fund’s fundamental investment restriction on industry concentration and provide
the Fund with instructions to vote for a corresponding change to the Portfolio’s
fundamental investment restriction on industry
concentration.
PROPOSAL: APPROVAL
OF CHANGE TO
FUNDAMENTAL
INVESTMENT RESTRICTION
Certain
investment restrictions of the
Fund/Portfolio are matters of fundamental policy and may not be changed without
the approval of the Fund’s/Portfolio’s shareholders. The Board of
Directors of the Company and the Board of Trustees of the Trust recommend that
the Fund’s/Portfolio’s fundamental investment restriction relating to industry
concentration be amended as described below. As a result of the
proposed change, the Fund/Portfolio may be less susceptible to internet and
internet-related industry-specific risks and will have greater flexibility
in
pursuing investment opportunities. However, the Fund/Portfolio will
also be less able to capitalize on future growth in the internet and
internet-related industries.
If
adopted, the Fund/Portfolio will
interpret the new restrictions in light of existing and future SEC exemptive
orders, releases, no-action letters or similar relief or interpretations.
Certain specific risks associated with the proposed fundamental investment
restriction are described below. Except as specifically noted below,
the proposed changes are not expected to modify the way the Fund/Portfolio
is
currently managed, nor does Kinetics anticipate that the proposed changes will
materially increase either the level or nature of risk associated with investing
in the Fund/Portfolio. The Fund will continue to invest all of its investable
assets in the Portfolio and the Portfolio will continue to invest
primarily in the equity securities of U.S. and foreign companies. Kinetics has advised
the
Board of Directors that it believes all of the proposed changes are consistent
with prudent investment
management.
If
shareholders of the Fund/Portfolio
approve the change in the Fund’s/Portfolio’s fundamental investment restriction
on industry concentration, the restructuring of the Fund/Portfolio will commence
on or about March 14, 2008. Kinetics plans to reduce the
Fund’s/Portfolio’s concentration in issuers in the internet and internet-related
industries over a period of approximately one or two
months. If the proposed change in the Fund’s/Portfolio’s
investment strategy is adopted, the Portfolio anticipates that it will sell
a
significant portion of the investments that it currently holds. Because
the aggregate unrealized gains in the Portfolio’s investments
currently exceeds the aggregate unrealized losses in the Portfolio’s
investments, the Portfolio may recognize net gains on these
sales, in which case Fund shareholders may experience an increase in
the Fund’s taxable distributions for the year in which the restructuring
occurs.
The
table below lists the
Fund’s/Portfolio’s current investment restriction and the proposed replacement
restriction.
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Current
Investment Restriction*
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Proposed
Investment Restriction*
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The
[Internet Emerging
Growth
Fund]/Portfolio will not invest in the securities of any one
industry except the Internet and Internet-related industries, with
the
exception of securities issued or guaranteed by the U.S. Government,
its
agencies and instrumentalities, if as a result, more than 20% of
the
[Fund’s]/Portfolio’s total net assets would be invested in the securities
of such industries. Except during temporary defensive periods,
at least 80% of the [Fund’s]/Portfolio’s total net assets will be invested
in the securities of domestic and foreign companies that are engaged
in
the Internet and Internet-related activities. [This policy shall
not be
deemed violated to the extent that the Fund invests all of its investable
assets in its respective Portfolio.]
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The
[Internet Emerging
Growth
Fund]/Portfolio will not invest in the securities of any one
industry with the exception of securities issued or guaranteed by
the U.S.
Government, its agencies and instrumentalities, if as a result, more
than
25% of the [Fund’s]/Portfolio’s total net assets would be invested in the
securities of such industries. [This policy shall not be deemed violated
to the extent that the Fund invests all of its investable assets
in its
respective Portfolio.]
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*Bracketed
language is set forth only in
the Fund’s Statement of Additional Information and is not applicable to the
Portfolio.
Discussion
of Proposed Fundamental
Investment Restriction
The
Fund/Portfolio currently
concentrates, that is, it invests more than 25% of its assets, in the internet
and internet-related industries. Shareholders are being asked to
approve a revised policy whereby the Fund/Portfolio may not purchase any
security if as a result more than 25% of the Fund’s/Portfolio’s total
assets would be invested in the securities of issuers having their principal
business activities in the same industry or group of industries, except that
this restriction does not apply to securities issued or guaranteed by the U.S.
government, its agencies or instrumentalities. By revising this
policy, the Fund/Portfolio may be less susceptible to industry-specific risks,
such as being subject to a rate of change in technology and competition which
is
generally higher than that of other industries.
Risks: Although
the Fund/Portfolio would not
concentrate its investments in a particular industry or group of industries,
it
may, for temporary defensive purposes, do so. If this occurs, the Fund/Portfolio
would, on a temporary basis, be subject to risks that may be unique or
pronounced relating to a particular industry or group of industries. These
risks
could include greater sensitivity to inflationary pressures or supply and demand
for a particular product or service.
Required
Vote
The
changes to the Fund’s/Portfolio’s
name and investment strategy described in this Proxy Statement, including the
proposed change to the Fund’s/Portfolio’s investment restrictions, were approved
by the Board of Directors of the Company and the Board of Trustees of the Trust
at a meeting held on December 6, 2007.
The
approval of the change to the Fund’s
investment restrictions described in Proposal 1 also requires the affirmative
vote of “a
majority of a Fund’s outstanding voting securities”, whichmeans
the lesser of (1) 67% of the shares of common
stockof the Fund
represented at a meeting at which more than 50% of the outstanding shares are
present in person or by proxy, or (2) more than 50% of the outstanding shares of common
stockof the
Fund. For more
information, see “Voting Information” below.
Recommendation
of the Board of
Directors
The
Board of Directors recommends that
Fund shareholders vote “FOR” approval of the proposed change to the Fund’s
investment restriction on industry concentration as set forth in Proposal 1
and
provide the Fund with instructions to vote “FOR” the corresponding change in the
Portfolio’s investment restriction on industry concentration as set forth in the
Portfolio Proposal.
OTHER
MATTERS
No
business other than the matter
described above is expected to come before the Meeting, but should any other
matter requiring a vote of shareholders arise, including any question as to
adjournment of the Meeting, the persons named as proxies will vote thereon
in
their discretion according to their best judgment in the interests of the Fund
and its shareholders.
VOTING
INFORMATION
The
presence in person or by proxy of
the holders of one-third of the shares of the Fund issued and outstanding and
entitled to vote shall constitute a quorum for the transaction of business
at
the Meeting. For purposes of determining the presence of a quorum,
abstentions, broker “non-votes” or withheld votes will be counted as
present. Abstentions will have the effect of a “no” vote for purposes
of obtaining the requisite approval of the proposal. Broker
“non-votes” (that is, proxies from brokers or nominees indicating that such
persons have not received instructions from the beneficial owners or other
persons entitled to vote shares on a particular matter with respect to which
the
brokers or nominees do not have discretionary power) will be treated as
abstentions.
In
the event that a quorum is not
present at the Meeting, or in the event that a quorum is present at the Meeting
but sufficient votes to approve the Proposals are not received, the persons
named as proxies, or their substitutes, may propose and vote for one or more
adjournments of the Meeting to permit the further solicitation of
proxies. Any such adjournment will require the affirmative vote of a
majority of those shares affected by the adjournment that are represented at
the
Meeting in person or by proxy.
The
Fund is seeking voting instructions
from shareholders and will vote its Portfolio shares for or against the
Portfolio Proposal proportionately to the instructions to vote for or against
such matters received from shareholders. In the event that the Fund
does not receive voting instructions from shareholders, the portion of the
Fund’s Portfolio shares allocable to such shareholders will be voted in the same
proportions as the portion with respect to which it has received voting
instructions.
ADDITIONAL
INFORMATION
Principal
Holders of the
Fund’s Shares
The
following table provides the name
and address of any person who owned of record or beneficially 5% or more of
the
outstanding shares of the Fund as of the record date (a “principal
shareholder”). A control person is one who owns beneficially either
directly or through controlled companies more than 25% of the voting securities
of a company or who acknowledges or asserts the existence of
control.
The
Internet Emerging Growth Fund
(No
Load Shares)
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Name
and Address
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Shares
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%
Ownership
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Type
of
Ownership
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Charles
Schwab & Co., Inc.
101
Montgomery Street
San
Francisco, CA 94104-4151
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163,987,876
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22.06%
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Record
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Kinetics
Asset Management, Inc.
16
New Broadway
Sleepy
Hollow, NY 10591-1725
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105,604,210
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14.21%
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Record
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National
Financial Services Corp.
200
Liberty Street
New
York, NY 10281-1003
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100,365,292
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13.50%
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Record
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Ernest
E. Erdman IRA
c/o
U.S. Bank, NA
777
East Wisconsin Avenue
Milwaukee,
WI 53202
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39,627,530
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5.33%
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Record
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Security
Ownership of
Management
As
of the
Record Date, the officers and/or Directors of the Fund as a group owned less
than 1% of the outstanding shares of the Fund.
Administrator
and
Distributor
U.S.
Bancorp Fund Services, LLC (“U.S.
Bancorp”), located at 615 East Michigan Street, Milwaukee, Wisconsin 53202,
serves as Administrator of the Fund. Kinetics Funds Distributor, Inc.
(“KFDI”), 16 New Broadway, Sleepy Hollow, New York 10597, is the distributor of
the Funds’ shares. KFDI is a registered broker-dealer and member of
the Financial Industry Regulatory Authority (formerly, the National Association
of Securities Dealers, Inc.), and an affiliate of the Adviser.
PROCEDURES
FOR SHAREHOLDER COMMUNICATIONS WITH BOARD
The
Company’s Board will receive and
review written correspondence from shareholders. Shareholders may
address correspondence to individual Directors or to the full Board at the
Company’s principal business address. The Board or an individual
Director will respond to shareholder correspondence in a manner that the Board
or Director deems appropriate given the subject matter of the particular
correspondence.
The
Company maintains copies of all correspondence addressed to individual Directors
or the Board. Copies of all such correspondence are forwarded
promptly to an individual Director or the Board, as applicable.
SHAREHOLDER
PROPOSALS
The
Company does not intend to hold
meetings of shareholders except to the extent that such meetings may be required
under the 1940 Act or state law. Shareholders who wish to submit
proposals for inclusion in the proxy statement for a subsequent shareholder
meeting should submit their written proposals to the Company at its principal
office within a reasonable time before such meeting. The timely
submission of a proposal does not guarantee its consideration at the
meeting.
Dated: January
24, 2008
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PROXY
TABULATOR
P.O.
BOX 9112
FARMINGDALE,
NY 11735
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To
Vote by Telephone
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To
Vote by Internet
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To
Vote by Mail
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1. Read
the Proxy Statement.
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1. Read
the Proxy Statement.
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1. Read
the Proxy Statement.
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2. Call
toll-free 1-888-221-0697
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2. Go
to www.proxyweb.com
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2. Check
the appropriate boxes on reverse.
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3. Follow
the recorded instructions.
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3. Follow
the on-line instructions.
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3. Sign,
date and return the Proxy Card in the enclose envelope provided.
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THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
THE
INTERNET EMERGING GROWTH FUND
(AN INVESTMENT PORTFOLIO OF KINETICS MUTUAL FUNDS, INC.)
SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON FEBRUARY2, 2008
The
undersigned hereby
appoints Elke Delaney, Neil Martinez, and Leonid Polyakov, and each of
them,
proxies for the undersigned, with full power of substitution and revocation
to
represent the undersigned and to vote on behalf of the undersigned all
shares of
the Internet Emerging Growth Fund (the "Fund") which the undersigned is
entitled
to vote at the Special Meeting of Shareholders (the "Meeting") to be held
at
2:00 p.m. (Eastern time), on February 27, 2008 at the offices of Kinetics
Mutual
Funds, Inc. located at 16 New Broadway, Sleepy Hollow, New York 10591, and
any adjournment(s) thereof. In their discretion, the proxies, and each of
them, are also authorized to vote upon any other business that may properly
come
before the Meeting or any adjournment(s) thereof. In addition, the
Internet Emerging Growth Portfolio (the "Portfolio") is seeking the vote
of its
shareholders, principally the Fund, regarding the approval or disapproval
of a
corresponding proposal of the Portfolio (the "Portfolio Proposal"). The
Fund is seeking voting instructions from you and will vote its Portfolio
shares
for or against the Portfolio Proposal proportionately to the instructions
to
vote for or against such matters received from shareholders. In the event
that the Fund does not receive voting instructions from shareholders, the
portion of the Fund's Portfolio shares allocable to such shareholders will
be
voted in the same proportions as the portion with respect to which it has
received voting instructions.
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THE UNDERSIGNED HEREBY ACKNOWLEDGES RECEIPT OF THE NOTICE OF
SPECIAL
MEETING OF SHAREHOLDERS AND THE PROXY STATEMENT AND HEREBY REVOKES
ANY
PROXY PREVIOUSLY GIVEN.
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Signature(s)
Date
(Please sign within Box)
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If
shares
are
held
in
the
name
of
joint
owners,
each
should
sign.
If
signing as
an
attorney-in-fact, executor,
administrator, trustee, guardian or in some other representative
capacity
you
should
so
indicate. If
shareholder
is
a
corporation
or
partnership, please sign in
full corporate or partnership name by authorized person.
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Pleasefillinbox(es)asshownusing
blackorblueinkornumber2pencil.
PLEASE
DO NOT USE FINE POINT
PENS.
YOUR VOTE IS IMPORTANT. THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS INSTRUCTED.
UNLESS INDICATED TO THE CONTRARY, THIS PROXY
SHALL BE DEEMED TO GRANT AUTHORITY TO VOTE “FOR”
THE PROPOSALS RELATING TO THE FUND WITH DISCRETIONARY AUTHORITY TO VOTE
UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING OR ANY
ADJOURNMENT(S) THEREOF.
The
Board of Directors of Kinetics Mutual Funds, Inc. recommends that you vote
FOR
the matters set forth
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FOR
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AGAINST
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ABSTAIN
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1:
To approve
changes
to
the
fundamental
investment
restriction
of
the
Fund
on
industry
concentration:
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2:
To approve
changes
to
the
fundamental
investment
restriction
of
the
Portfolio
on
industry
concentration:
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□
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□
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□
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THIS
PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. PLEASE SIGN, DATE AND
RETURN PROMPTLY IN THE ENCLOSED ENVELOPE IF YOU ARE NOT VOTING BY TELEPHONE
OR
INTERNET.