Exhibit (h)(iv)
FORM OF AMENDMENT NO. 3 TO
ADMINISTRATION AGREEMENT
THIS AMENDMENT NO. 3 TO ADMINISTRATION AGREEMENT (this "Amendment"),
effective as of July __, 2010 (the "Amendment Effective Date"), is between and
among The Arbitrage Funds, a Delaware business trust ("Trust") and SEI
Investments Global Funds Services (hereinafter referred to as the
"Administrator").
WHEREAS, the Trust and the Administrator entered into an Administration
Agreement (the "Agreement") made as of May 17, 2005, as subsequently amended,
pursuant to which, among other things, Administrator agreed to provide certain
administration services with respect to the Trust;
WHEREAS, the parties hereto desire to amend the Agreement on the terms
and subject to the conditions provided herein.
NOW THEREFORE, in consideration of the premises, covenants,
representations and warranties contained herein, the parties hereto agree as
follows:
1. Schedule B. Schedule B to the Agreement is hereby deleted and replaced in its
entirety as set forth in Exhibit I hereto.
2. Ratification of Agreement. Except as expressly amended and provided herein,
all of the terms, conditions and provisions of the Agreement shall continue in
full force and effect.
3. Counterparts. This Amendment may be executed in any number of counterparts,
each of which will be deemed an original, but all of which together will
constitute but one and the same instrument. This Amendment will become effective
when duly executed by each party hereto.
4. Governing Law. This Amendment shall be governed by and construed in
accordance with the laws of the State of Delaware and the applicable provisions
of the 1940 Act (as defined in the Agreement) without giving effect to any
choice or conflict of law provision or rule that would cause the application of
the laws of any other jurisdiction.
IN WITNESS WHEREOF this Agreement has been entered into as of the day and year
first above written.
ADMINISTRATOR:
SEI INVESTMENTS GLOBAL FUNDS SERVICES
By: __________________________________________
Name:
Title:
FUND:
THE ARBITRAGE FUNDS
By: __________________________________________
Name:
Title:
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EXHIBIT I
SCHEDULE B
TO THE ADMINISTRATION AGREEMENT
DATED AS OF July __, 2010
BETWEEN
THE ARBITRAGE FUNDS
AND
SEI INVESTMENTS GLOBAL FUNDS SERVICES
Portfolios: This Agreement shall apply with respect to all Portfolios
of the Trust, either now existing or in the future created.
The following is a listing of the current portfolios of the
Trust (each a "Portfolio" and collectively, the "Portfolios"):
The Arbitrage Fund, Class I and Class R
The Arbitrage Event Driven Fund, Class I and Class R
Term: This Agreement shall become effective on August 31, 2005 and
shall remain in effect through August 31, 2008 ("Initial
Term") and, thereafter, for successive terms of 3 year(s) each
(each a "Renewal Term"), unless and until this Agreement is
terminated in accordance with the provisions of Article 6
hereof.
Fees: Pursuant to Article 4, Trust shall pay the Administrator the
following fees, at the annual rate set forth below calculated
based upon the aggregate average daily net assets of the
applicable Portfolio of the Trust::
The Arbitrage Fund:
Asset Based Fees:
10 basis points on the first $250 million in net assets 9.5
basis points on the next $250 million in net assets 8 basis
points on net assets over $500 million
Minimum Fees:
During the Initial Term, the Trust shall pay Administrator a
minimum annual fee of $150,000 for the Portfolio and 2 classes
in existence as of the effective date of this Agreement.
During the first Renewal Term, the Trust shall pay
Administrator a minimum annual fee of $200,000 for the period
beginning September 1, 2008 and ending August 30, 2009 as
applicable to the one Portfolio and 2 classes in existence as
of the September 1, 2008
For the each successive annual period for the remainder of the
first Renewal Term and any additional Renewal Term, the annual
minimum fee will be $225,000. The minimum annual fee shall be
increased $150,000 for each Portfolio created after the
effective date of this Agreement. In addition, the minimum fee
shall be increased $15,000 for each new class added to a
Portfolio of the Trust after the effective date of this
Agreement, as well as for each class in excess of 2 for any
new Portfolio added after the effective date of this
Agreement.
Miscellaneous Fees:
Trust acknowledges and agrees that Administrator reserves the
right to impose a five percent (5%) per annum surcharge on a
Portfolio basis against the Portfolios in the event the Funds
have not implemented by the first anniversary of this
Agreement an automated trade ticket process with Administrator
to facilitate the orderly and timely processing of Portfolio
transactions, valuations and reconciliations.
The Arbitrage Event Driven Fund:
Asset Based Fees:
8.0 basis points on first $300 million in average net assets
7.5 basis points on average net assets between $300 million
and $800 million 6 basis points on average net assets greater
than $800 million
Minimum Fees:
Additional minimum fee $150,000 waived
[END OF SCHEDULE B]
