0000897069-07-001820 Sample Contracts

FORM OF AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • September 28th, 2007 • Arbitrage Funds • New York

THIS AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT (this “Agreement”) is made as of this 1st day of October, 2007 by and between THE ARBITRAGE FUNDS, a Delaware business trust (the “Trust”) and WATER ISLAND CAPITAL, LLC, a Delaware limited liability company (the “Adviser”), with respect to the following recital of facts.

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FORM OF SECOND AMENDED AND RESTATED EXPENSE WAIVER AND REIMBURSEMENT AGREEMENT
Expense Waiver and Reimbursement Agreement • September 28th, 2007 • Arbitrage Funds

THIS SECOND AMENDED AND RESTATED EXPENSE WAIVER AND REIMBURSEMENT AGREEMENT (this “Agreement”) is made as of this 1st day of October, 2007, between The Arbitrage Funds, a Delaware trust (the “Trust”), and Water Island Capital, LLC, a Delaware limited liability company (hereinafter called the “Adviser”).

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