0000897069-08-001485 Sample Contracts

FORM OF MASTER CUSTODIAN AGREEMENT
Master Custodian Agreement • September 30th, 2008 • Arbitrage Funds • Massachusetts

This Agreement is made as of _______ ____, 2008, by and among each management investment company identified on Appendix A hereto (each such investment company and each management investment company made subject to this Agreement in accordance with Section 19.5 below, shall hereinafter be referred to as (the “Fund”), and STATE STREET BANK and TRUST COMPANY, a Massachusetts trust company (the “Custodian”),

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AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • September 30th, 2008 • 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.

SECOND AMENDED AND RESTATED EXPENSE WAIVER AND REIMBURSEMENT AGREEMENT
Expense Waiver and Reimbursement Agreement • September 30th, 2008 • 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”).

AMENDMENT NO. 1 TO ADMINISTRATION AGREEMENT
Administration Agreement • September 30th, 2008 • Arbitrage Funds • Delaware

THIS AMENDMENT NO. 1 TO ADMINISTRATION AGREEMENT (this “Amendment”), effective as of July 25, 2008 (the “Amendment Effective Date”), is between and among The Arbitrage Funds, a Delaware business trust (“Fund”) and SEI Investments Global Funds Services (hereinafter referred to as the “Administrator”).

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