0001193125-12-409256 Sample Contracts

INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • September 28th, 2012 • Arbitrage Funds • New York

THIS INVESTMENT ADVISORY AGREEMENT (this “Agreement”) is made as of this 1st day of October, 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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THE ARBITRAGE FUNDS AMENDMENT TO PFO SERVICES AGREEMENT
Pfo Services Agreement • September 28th, 2012 • Arbitrage Funds

WHEREAS, in light of the foregoing, ALPS and the Fund wish to modify the provisions of the Agreement to reflect the addition of the new series.

THE ARBITRAGE FUNDS AMENDMENT TO DISTRIBUTION AGREEMENT
Distribution Agreement • September 28th, 2012 • Arbitrage Funds

WHEREAS, in light of the foregoing, ALPS and the Trust wish to modify the provisions of the Agreement to reflect the addition of the new series.

EXPENSE WAIVER AND REIMBURSEMENT AGREEMENT
Expense Waiver and Reimbursement Agreement • September 28th, 2012 • Arbitrage Funds

THIS EXPENSE WAIVER AND REIMBURSEMENT AGREEMENT (this “Agreement”) is made as of this 1st day of October, 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”).

THE ARBITRAGE FUNDS AMENDMENT TO ADMINISTRATION, BOOKKEEPING AND PRICING SERVICES AGREEMENT
Services Agreement • September 28th, 2012 • Arbitrage Funds

WHEREAS, ALPS and the Trust have entered into an Administration, Bookkeeping and Pricing Services Agreement dated August 8, 2011 (the “Agreement”);

THE ARBITRAGE FUNDS AMENDMENT TO BLUE SKY SERVICES AGREEMENT
Blue Sky Services Agreement • September 28th, 2012 • Arbitrage Funds

WHEREAS, in light of the foregoing, ALPS and the Trust wish to modify the provisions of the Agreement to reflect the addition of the new series.

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