0001193125-12-306241 Sample Contracts

FORM OF INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • July 18th, 2012 • Arbitrage Funds • New York

THIS INVESTMENT ADVISORY AGREEMENT (this “Agreement”) is made as of this day of , 2012 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 EXPENSE WAIVER AND REIMBURSEMENT AGREEMENT
Expense Waiver and Reimbursement Agreement • July 18th, 2012 • Arbitrage Funds

THIS EXPENSE WAIVER AND REIMBURSEMENT AGREEMENT (this “Agreement”) is made as of this day of , 2012, between The Arbitrage Funds, a Delaware trust (the “Trust”), and Water Island Capital, LLC, a Delaware limited liability company (hereinafter referred to as the “Adviser”).

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