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Form N-CSR ARBITRAGE FUNDS For: May 31

August 8, 2022 11:47 AM EDT

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM N-CSR

 

CERTIFIED SHAREHOLDER REPORT OF REGISTERED

MANAGEMENT INVESTMENT COMPANIES

 

Investment Company Act file number: 811-09815

 

the arbitrage funds

(exact name of registrant as specified in charter)

 

41 Madison Avenue, 42nd Floor, New York, NY 10010

(Address of principal executive offices) (Zip code)

 

John S. Orrico

Water Island Capital, LLC

41 Madison Avenue

42nd Floor

New York, NY 10010

(Name and address of agent for service)

 

 

Registrant’s telephone number, including area code: 800-295-4485

 

Date of fiscal year end: May 31

 

Date of reporting period: May 31, 2022

 

 

 

 

 

 

Item 1. Reports to Stockholders.

 

 

 

 

 

Annual Report

May 31, 2022

Arbitrage Fund

Water Island Event-Driven Fund

Water Island Credit Opportunities Fund


TABLE OF CONTENTS

Shareholder Letter

   

1

   

Arbitrage Fund

 

Manager Commentary

   

3

   

Portfolio Information

   

5

   

Portfolio of Investments

   

7

   

Water Island Event-Driven Fund

 

Manager Commentary

   

21

   

Portfolio Information

   

23

   

Portfolio of Investments

   

25

   

Water Island Credit Opportunities Fund

 

Manager Commentary

   

37

   

Portfolio Information

   

39

   

Portfolio of Investments

   

41

   

Statements of Assets and Liabilities

   

50

   

Statements of Operations

   

54

   

Statements of Changes in Net Assets

   

58

   

Financial Highlights

 

Arbitrage Fund - Class R

   

61

   

Arbitrage Fund - Class I

   

62

   

Arbitrage Fund - Class C

   

63

   

Arbitrage Fund - Class A

   

64

   

Water Island Event-Driven Fund - Class R

   

65

   

Water Island Event-Driven Fund - Class I

   

66

   

Water Island Event-Driven Fund - Class A

   

67

   

Water Island Credit Opportunities Fund - Class R

   

68

   

Water Island Credit Opportunities Fund - Class I

   

69

   

Water Island Credit Opportunities Fund - Class A

   

70

   

Notes to Financial Statements

   

71

   

Report of Independent Registered Public Accounting Firm

   

95

   

Disclosure of Fund Expenses

   

96

   

Additional Information

   

99

   

Approval of Investment Advisory Agreements

   

100

   

Liquidity Risk

   

105

   

Trustees & Officers

   

106

   

The Arbitrage Funds  Shareholder Letter

May 31, 2022 (Unaudited)

Dear Fellow Shareholders,

As we near the midway point of calendar year 2022, we reflect on a difficult trailing 12-month period not just for broader capital markets but also for event-driven strategies. After reaching all-time highs at the start of 2022, the S&P 500 index – a popular proxy for the stock market – embarked on a downturn that has officially entered bear market territory as of this writing. The Bloomberg U.S. Aggregate Bond index, which is reflective of the broad investment grade bond market, was down nearly 9% for our fiscal year ended May 31, extending a drawdown that began in 2020 and is now the largest bond market drawdown in more than 40 years. There has been no shortage of pressures driving the volatility: a pandemic that has now entered its third year; malfunctioning supply chains; runaway inflation; rapidly rising interest rates; recession fears; domestic discord and imminent midterm elections in the US; and geopolitical tensions and the Russia/Ukraine conflict have all played a part.

More pertinent to our event-driven strategies, volatility began to spike at the start of the fiscal year in June 2021, when the Department of Justice (DOJ) sued to block the merger of insurance brokers Willis Towers Watson Plc and Aon – a large, widely held deal that had already acquired necessary regulatory approvals in all jurisdictions but the US. In the ensuing 11 months, competition regulation has remained at the forefront of merger arbitrage investors' minds, as the Biden administration takes an increasingly strict view of antitrust. The DOJ, Federal Trade Commission (FTC), Federal Communications Commission (FCC), and Committee on Foreign Investment in the United States (CFIUS) are just a handful of a stable of global regulators – including the pro-consumer European Commission and the unpredictable State Administration for Market Regulation in China – whose views often must be properly assessed to predict deal success, and with US regulators now straying from historical precedent at times, deal spreads have been experiencing atypical spikes in volatility.

Despite this volatility, we continue to expect the vast majority of pending mergers and acquisitions (M&A) to reach a successful conclusion (as over 90% of announced M&A has done, historically, according to Dealogic data). Thus, we believe these spread movements will be limited to mere mark-to-market losses, to be reversed once deals overcome their respective hurdles to completion and spreads narrow to zero. Moreover, with volatility extending throughout the credit and equity markets, we continue to believe merger arbitrage and other hard catalyst merger-related investments remain the appropriate area toward which to direct our focus. We intend to introduce select soft catalyst opportunities – which tend to be more sensitive to broader market moves – to the portfolio only with appropriate risk mitigation strategies in place.

Although we have begun to see some blips in the rapid pace of newly announced M&A which characterized deal flow for nearly two years straight (and set a record of more than $5 trillion in activity for calendar year 2021), we believe the pause to be momentary. Looking further ahead, we anticipate M&A will remain an important avenue for corporations to drive growth. We have no doubt dealmakers will adapt to model rising interest rates and high inflation into their valuations, fueling deal flow even if we enter a broader economic downturn. We also believe acquirers will continue to engage in M&A as a path to shore up weakened supply chains, diminished workforces, and inadequate technology infrastructure – common themes of the past year. Strategic acquirers in a position of strength can often find their best opportunities to deliver strong return on investment when valuations are dislocated, and deals with a strong strategic rationale can create long term value for shareholders. Lest we forget financial buyers, private equity (PE) acquisition activity – which now comprises nearly half of global deal value – should continue, as PE shops still have more than $2 trillion in dry powder on the books, waiting to be deployed.

Annual Report | May 31, 2022
1


The Arbitrage Funds  Shareholder Letter (continued)

May 31, 2022 (Unaudited)

That said, while the total volume of recent deal flow based on number of deals announced is in line with pre-pandemic levels, we are beginning to see a shift in the composition of M&A activity. A drop in mega deals (i.e., transactions valued over $10 billion), which may become scarce in the current regulatory environment, has caused the total value of announced deals to decrease. This can be healthy for the strategy. A top-heavy M&A landscape can lead to crowded positions. An increase in smaller deals, however, reflects a broad opportunity set. We consider the mid cap space in particular to be a sweet spot, as deals of this size are large enough to build sizable positions but typically less susceptible to regulatory pressures.

As event-driven investors, our objective remains to generate returns sourced from the outcomes of idiosyncratic corporate events, rather than from the overall direction of broader credit or equity markets. We believe market volatility will remain heightened in the year ahead, but we are optimistic about the prospects for our strategies. Volatility can present opportunities to trade around positions and find attractive entry points. Furthermore, the risk-free interest rate is a fundamental building block of a deal spread, and rising interest rates have historically provided a tailwind to merger arbitrage returns. In this favorable environment, our goal, as always, remains to implement strong risk mitigation strategies as we seek to deliver non-correlated return streams with as little volatility as possible. We thank you for your continued support.

Sincerely,
The Investment Team
Water Island Capital

The discussion of market trends and companies throughout this commentary are not intended as advice to any person regarding the advisability of investing in any particular security. Some of our comments are based on current management expectations and are considered "forward-looking statements." Actual future results, however, may prove to be different from our expectations. Our views are a reflection of our best judgment at the time of the commentary and are subject to change any time based on market and other conditions, and we have no obligation to update them.

Glossary

Bloomberg U.S. Aggregate Bond Index: A market value-weighted index of investment grade fixed-rated debt issues, including government, corporate, asset-backed and mortgage-backed securities with a maturity of one year or more.

Convertible Bond: A type of bond that the holder can convert into a specified number of shares of common stock in the issuing company or cash of equal value.

Dry Powder: Cash reserves available to be deployed for investment.

Risk-Free Rate: The theoretical rate of return of an investment with zero risk (frequently represented by interest rates on short-term Treasury Bills in the United States).

Spread (also: "merger spread," "deal spread," or "merger arbitrage spread"): The difference between the price at which a target company's shares currently trade and the price an acquiring company has agreed to pay, which forms the rate of return in a merger arbitrage investment.

S&P 500 Index: An index of the publicly listed stocks of the largest US companies, commonly used as a representation of the performance of the broad domestic stock market.

www.arbitragefunds.com | 1-800-295-4485
2


Arbitrage Fund  Manager Commentary

May 31, 2022 (Unaudited)

Arbitrage Fund | Tickers: ARBNX, ARBFX, ARBCX, ARGAX

The Fund's Goal and Main Investments

The Fund seeks to achieve capital growth by engaging in merger arbitrage. Merger arbitrage is a sub-set of a broader event-driven investment strategy, which seeks to profit from investing in securities that are involved in corporate events such as mergers and acquisitions. Typically, merger arbitrage is a low volatility strategy pursued by absolute-return-minded investors. At Water Island Capital, our goal is to capture a return stream with a low correlation to the overall markets.

Investment Strategy

The strategy's focus is to capture returns from corporate events, generate market neutral capital growth, preserve capital, generate consistent and positive returns, and achieve low correlation and low volatility. The Fund generally engages in active and frequent trading of portfolio securities to achieve its principal investment objective. In attempting to achieve its investment strategy, the Fund plans to invest at least 80% of its net assets in equity securities of companies (both U.S. and foreign) that are involved in publicly announced mergers, takeovers, tender offers, leveraged buyouts, spin-offs, liquidations, and other corporate reorganizations. The Fund's investment adviser uses investment strategies designed to minimize market exposure, including short selling along with purchasing and selling options. The most common merger arbitrage activity, and the approach generally used by the Fund, involves purchasing the shares of an announced acquisition target company at a discount to their expected value upon the acquisition's completion. That difference, or "spread," is the primary driver of returns for this investment strategy. There is no limit to the number of stocks the Fund can hold; however, the Fund typically invests in 40 to 80 deals at any given time. Each deal will have one, or perhaps two, equity positions (a long and short position in a stock-for-stock deal) and, in many cases, associated derivative positions for hedging purposes.

Fiscal Year Highlights

Arbitrage Fund Class I (ARBNX) returned -3.62% for the fiscal year ended May 31, 2022. Investments in Europe contributed to returns, while the Americas region was the primary detractor and Asia-Pacific detracted slightly. Health care and real estate were the top performing sectors, while financials and information technology detracted the most from returns.

The Fund may utilize derivatives for several purposes, primarily to implement position-level hedges, portfolio-level hedges, or currency hedges. During the fiscal year, the Fund's investments in derivative instruments contributed to returns. Derivative performance was in line with expectations given prevailing market conditions over the period.

The Fund's top performing deal for the period was our position in the merger of US-based semiconductor manufacturers Xilinx and Advanced Micro Devices. In October 2020, Xilinx agreed to be acquired by Advanced Micro Devices for $35.7 billion in stock. This transaction experienced ongoing volatility in the deal spread, in large part due to its lengthy timeline stemming from continued delays in receiving regulatory approval from China (a required condition to complete the deal, where antitrust reviews are a notoriously opaque process). The companies ultimately received approval from China in February 2022 and the merger subsequently closed successfully, leading to gains for the Fund.

The second-best performer was our position in RR Donnelley & Sons (RR Donnelley), a US-based provider of printing and related services to publishing, financial, merchandising, and other industries. In October 2021, the company reached an agreement with Chatham Asset Management (Chatham), a US-based investment advisory firm, whereby Chatham would acquire

Annual Report | May 31, 2022
3


Arbitrage Fund  Manager Commentary (continued)

May 31, 2022 (Unaudited)

the remaining 85% stake of RR Donnelley it did not already own for $464 million in cash. RR Donnelley subsequently received competing bids from private equity firm Atlas Holdings and an undisclosed interloper, spurring Chatham to increase its offer no fewer than four times. The undisclosed interloper, later revealed to be Ireland-based business communications company Paragon Group, attempted to make one final bid but was unable to secure the financing required. RR Donnelley's board officially recommended Chatham's superior offer in February 2022 and shareholders accepted the deal, which closed just two days later as the lengthy timeline meant the waiting period for antitrust review had already passed. The bidding war and subsequent closure led to gains for the Fund.

Conversely, the top detractor in the portfolio for the period was our position in the failed merger Willis Towers Watson Plc (Willis Towers) and Aon. In March 2020, Willis Towers, a UK-based provider of insurance brokerage services, agreed to be acquired by Aon, a US-based peer, for $30.3 billion in stock. The companies had already agreed to remedies with competition regulators in all required jurisdictions but one – the United States – when, following a second request from US regulators, the Department of Justice (DOJ) sued to block the merger in June 2021. While many expected the companies to not only fight the DOJ in court, but ultimately emerge victorious, in July they announced their intent to instead abandon the planned merger. After the deal broke, the spread on this position traded through what we believed to be fair value on a standalone basis, as many event-driven investors sought to unwind their exposure at the same time. Rather than follow suit, we opted to maintain our exposure and take advantage of the volatility by trading around our position. In the aftermath of the deal break, multiple activist investors have initiated positions in Willis Towers and gained board seats, and we continue to unwind our exposure on strength as they seek to implement constructive changes at the company or even push for another sale.

The Fund's second-worst performer was our position in terminated acquisition of Momentive Global, Inc. (Momentive) by Zendesk, Inc. (Zendesk). In October 2021, Zendesk – a US-based developer of software for customer support and customer communications – agreed to acquire Momentive – a US-based developer of software for conducting web-based surveys – for $4.1 billion in stock, after an activist investor in Momentive pushed for a sale process. In January, however, yet another activist investor – this time at Zendesk – began to push Zendesk's board of directors and management to reject the acquisition, believing the company should instead be put up for sale itself. The very next month, Zendesk management rejected an offer from a private equity consortium that would have valued the company at $17 billion – yet Zendesk shareholders appear to have agreed with the activist, as they overwhelmingly rejected the Momentive deal mere days later. Subsequent share price volatility has led to mark-to-market losses for the Fund; however, we are maintaining our Momentive exposure as not only has its activist reemerged, but the proxy background of the Zendesk merger indicated there were at least two other interested parties who put forth bids for the company before Zendesk won the initial sale process. We believe there is more left to this story.

www.arbitragefunds.com | 1-800-295-4485
4


Arbitrage Fund  Portfolio Information

May 31, 2022 (Unaudited)

Performance^ (annualized returns as of May 31, 2022)

  One
Year
  Five
Year
  Ten
Year
  Since
Inception*
 

Arbitrage Fund, Class R

   

-3.83

%

   

2.13

%

   

1.95

%

   

3.71

%

 

Arbitrage Fund, Class I

   

-3.62

%

   

2.37

%

   

2.20

%

   

2.91

%

 

Arbitrage Fund, Class C**

   

-5.46

%#

   

1.36

%

   

1.20

%

   

1.20

%

 

Arbitrage Fund, Class A***

   

-6.41

%

   

1.60

%

   

N/A

     

1.84

%

 

ICE BofA U.S. 3-Month Treasury Bill Index

   

0.14

%

   

1.12

%

   

0.64

%

   

1.48

%

 

Current performance may be higher or lower than performance quoted above. Any performance data quoted represents past performance and the investment return and principal value of an investment in the Fund will fluctuate so that an investor's shares, when redeemed, may be worth more or less than their original cost. Past performance is no guarantee of future results. Returns shown above include the reinvestment of all dividends and capital gains. Performance results do not include adjustments made for financial reporting purposes in accordance with U.S. generally accepted accounting principles and may differ from the amount reported in the Financial Highlights. You can obtain performance data current to the most recent month end by calling 1-800-295-4485 or going to www.arbitragefunds.com. This table does not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.

^ After sales charge.

* Class R inception: 9/18/00; Class I inception: 10/17/03; Class C inception: 6/1/12; Class A inception: 6/1/13. The "Since Inception" returns for securities indices are for the inception date of Class R shares.

# Class C One Year return includes load.

** Class C shares are subject to a 1.00% contingent deferred sales charge on all purchases redeemed within 12 months of purchase.

*** Class A shares are subject to a maximum front-end sales load of 2.75% on purchases up to $250,000. The shares are also subject to a deferred sales charge of up to 1.00% on purchases of $250,000 or more purchased without a front-end sales charge and redeemed within 18 months of purchase.

The Total Annual Fund Operating Expenses for Class R, Class I, Class C and Class A are 1.74%, 1.49%, 2.49% and 1.74%, respectively. These expense ratios are as stated in the current prospectus and may differ from the expense ratios disclosed in the financial highlights in this report.

The ICE BofA U.S. 3-Month Treasury Bill Index tracks the performance of the U.S. dollar denominated U.S. Treasury Bills publicly issued in the U.S. domestic market with a remaining term to final maturity of less than 3 months.

An investor may not invest directly in an index.

Annual Report | May 31, 2022
5


Arbitrage Fund  Portfolio Information (continued)

May 31, 2022 (Unaudited)

Growth of $10,000 Investment

The chart represents historical performance of a hypothetical investment of $10,000 in the Class R shares of the Fund over ten years. Past performance does not guarantee future results. This chart does not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.

  

Sector Weighting

The following chart shows the sector weightings of the Arbitrage Fund's investments (including short sales and excluding derivatives) as of the report date.

www.arbitragefunds.com | 1-800-295-4485
6


Arbitrage Fund  Portfolio of Investments

May 31, 2022

   

Shares

 

Value

 

COMMON STOCKS - 90.74%

 

Aerospace & Defense - 1.02%

 

Aerojet Rocketdyne Holdings, Inc.(a)

   

398,470

   

$

16,233,668

   

Agriculture - 0.25%

 

Swedish Match AB

   

382,874

     

3,955,784

   

Auto Parts & Equipment - 2.85%

 

Meritor, Inc.(a)(b)

   

639,277

     

23,122,649

   

Tenneco, Inc., Class A(a)(b)

   

1,286,524

     

22,269,731

   
     

45,392,380

   

Banks - 2.32%

 

First Horizon Corp.(b)

   

1,615,213

     

36,875,313

   

Biotechnology - 2.56%

 

Biohaven Pharmaceutical Holding Co. Ltd.(a)

   

109,709

     

15,768,474

   

Sierra Oncology, Inc.(a)

   

226,274

     

12,395,290

   

Swedish Orphan Biovitrum AB(a)

   

602,602

     

12,600,037

   
     

40,763,801

   

Chemicals - 3.30%

 

Atotech Ltd.(a)

   

765,654

     

15,550,433

   

Rogers Corp.(a)

   

139,564

     

37,037,494

   
     

52,587,927

   

Commercial Services - 4.30%

 

Atlantia SpA

   

438,459

     

10,623,872

   

GXO Logistics, Inc.(a)

   

26,134

     

1,418,299

   

Moneylion, Inc.(a)(c)

   

2,489,318

     

4,381,200

   

Nielsen Holdings Plc

   

1,526,980

     

39,029,609

   

Terminix Global Holdings, Inc.(a)

   

302,026

     

13,110,948

   
     

68,563,928

   

Computers & Computer Services - 1.10%

 

Avast Plc(d)

   

1,155,291

     

7,070,732

   

Tufin Software Technologies Ltd.(a)

   

827,000

     

10,478,090

   
     

17,548,822

   

Construction Materials - 2.79%

 

Cornerstone Building Brands, Inc.(a)

   

1,172,705

     

28,789,908

   

Forterra, Inc.(a)(e)

   

653,007

     

15,672,168

   
     

44,462,076

   

See Notes to Financial Statements.

Annual Report | May 31, 2022
7


Arbitrage Fund  Portfolio of Investments (continued)

May 31, 2022

   

Shares

 

Value

 

COMMON STOCKS - 90.74% (Continued)

 

Diversified Financial Services - 2.32%

 

Brewin Dolphin Holdings Plc

   

1,576,912

   

$

10,134,038

   

Intertrust N.V.(a)(d)

   

562,332

     

11,687,468

   

Sanne Group Plc(a)

   

1,331,023

     

15,094,995

   
     

36,916,501

   

Electric - 2.84%

 

Albioma SA

   

157,897

     

8,451,785

   

ContourGlobal Plc(d)

   

1,734,000

     

5,528,083

   

PNM Resources, Inc.(b)

   

659,216

     

31,332,536

   
     

45,312,404

   

Electronics - 1.09%

 

Coherent, Inc.(a)

   

64,093

     

17,366,639

   

Energy - Alternate Sources - 0.26%

 

Siemens Gamesa Renewable Energy SA(a)

   

212,199

     

4,091,400

   

Engineering & Construction - 0.96%

 

Boskalis Westminster

   

300,600

     

10,475,138

   

HomeServe Plc

   

324,743

     

4,759,096

   
     

15,234,234

   

Entertainment - 0.26%

 

LeoVegas AB(d)

   

668,000

     

4,110,895

   

Food - 1.28%

 

Sanderson Farms, Inc.(f)

   

102,596

     

20,467,902

   

Gas - 2.20%

 

South Jersey Industries, Inc.(b)

   

1,003,297

     

34,964,900

   

Healthcare - Products - 0.50%

 

Natus Medical, Inc.(a)

   

243,439

     

7,982,365

   

Healthcare - Services - 3.00%

 

LHC Group, Inc.(a)(b)

   

162,432

     

27,070,917

   

Tivity Health, Inc.(a)

   

638,768

     

20,696,083

   

UpHealth, Inc.(a)(c)

   

48,973

     

36,436

   
     

47,803,436

   

Insurance - 4.33%

 

Alleghany Corp.(a)

   

56,222

     

46,876,779

   

TOWER Ltd.

   

7,208,016

     

3,193,785

   

Willis Towers Watson Plc(b)(f)

   

89,698

     

18,932,557

   
     

69,003,121

   

See Notes to Financial Statements.

www.arbitragefunds.com | 1-800-295-4485
8


Arbitrage Fund  Portfolio of Investments (continued)

May 31, 2022

   

Shares

 

Value

 

COMMON STOCKS - 90.74% (Continued)

 

Internet - 6.97%

 

Anaplan, Inc.(a)

   

648,354

   

$

42,532,022

   

BasWare Oyj(a)

   

114,255

     

4,875,674

   

Mandiant, Inc.(a)(b)

   

2,042,543

     

45,038,073

   

Twitter, Inc.(a)

   

467,389

     

18,508,604

   
     

110,954,373

   

Leisure Time - 0.74%

 

Accell Group N.V.(a)

   

211,060

     

11,725,694

   

Machinery - Diversified - 3.32%

 

Welbilt, Inc.(a)(b)

   

2,236,435

     

52,936,416

   

Media - 5.38%

 

Houghton Mifflin Harcourt Co.(a)(e)

   

1,739,400

     

36,527,400

   

TEGNA, Inc.(b)

   

1,862,298

     

40,784,326

   

Uniti Group Ltd.(a)

   

2,346,447

     

8,335,442

   
     

85,647,168

   

Mining - 0.24%

 

Yamana Gold, Inc.(f)

   

705,400

     

3,780,944

   

Pharmaceuticals - 1.63%

 

Covetrus, Inc.(a)

   

759,796

     

15,818,953

   

Vifor Pharma AG(a)

   

57,988

     

10,117,068

   
     

25,936,021

   

Real Estate Investment Trusts - 4.11%

 

American Campus Communities, Inc.

   

329,008

     

21,385,520

   

Befimmo SA

   

210,440

     

10,618,140

   

Bluerock Residential Growth REIT, Inc.

   

309,026

     

8,343,702

   

CatchMark Timber Trust, Inc., Class A

   

677,000

     

7,981,830

   

PS Business Parks, Inc.

   

91,429

     

17,154,823

   
     

65,484,015

   

Retail - 0.88%

 

Vivo Energy Plc(d)

   

7,964,865

     

14,031,061

   

Semiconductors - 2.69%

 

CMC Materials, Inc.(b)

   

153,678

     

27,191,785

   

Magnachip Semiconductor Corp.(a)

   

411,831

     

8,030,704

   

Silicon Motion Technology Corp., ADR

   

84,763

     

7,654,947

   
     

42,877,436

   

Software - 19.02%

 

Activision Blizzard, Inc.

   

519,112

     

40,428,442

   

Black Knight, Inc.(a)

   

79,969

     

5,430,695

   

CDK Global, Inc.

   

647,661

     

35,271,618

   

See Notes to Financial Statements.

Annual Report | May 31, 2022
9


Arbitrage Fund  Portfolio of Investments (continued)

May 31, 2022

   

Shares

 

Value

 

COMMON STOCKS - 90.74% (Continued)

 

Software - 19.02% (Continued)

 

Cerner Corp.

   

313,530

   

$

29,738,320

   

Change Healthcare, Inc.(a)(b)

   

1,715,696

     

41,331,117

   

Citrix Systems, Inc.

   

334,740

     

33,704,971

   

Datto Holding Corp.(a)

   

450,322

     

15,810,805

   

Ideagen Plc

   

2,549,970

     

11,181,993

   

Inovalon Holdings, Inc., Class A(a)(e)

   

405,270

     

16,616,070

   

ManTech International Corp., Class A

   

125,635

     

12,016,988

   

Momentive Global, Inc.(a)

   

1,604,381

     

19,541,361

   

Onemarket Ltd.(a)(e)

   

111,800

     

   

Playtech Plc(a)

   

996,000

     

7,028,332

   

Sailpoint Technologies Holdings, Inc.(a)

   

417,586

     

26,491,656

   

VMware, Inc., Class A

   

64,641

     

8,280,512

   
     

302,872,880

   

Telecommunications - 6.23%

 

NeoPhotonics Corp.(a)(b)

   

1,073,920

     

16,549,107

   

Plantronics, Inc.(a)(b)

   

847,226

     

33,448,482

   

Switch, Inc., Class A

   

471,426

     

15,910,628

   

Vonage Holdings Corp.(a)(f)

   

1,716,270

     

33,244,150

   
     

99,152,367

   
TOTAL COMMON STOCKS
(Cost $1,487,947,724)
   

1,445,035,871

   

RIGHTS(a) - 0.13%

 

Bristol-Myers Squibb Co. CVR

   

857,631

     

771,868

   
Contra Adamas Pharmaceuticals, Inc. CVR,
Expires 12/31/2024(e)
   

1,150,652

     

72,606

   
Contra Adamas Pharmaceuticals, Inc. CVR,
Expires 12/31/2025(e)
   

1,150,652

     

72,491

   
Contra Flexion Therapeutics, Inc. CVR,
Expires 12/31/2030(e)
   

1,411,000

     

920,537

   

Contra Zogenix, Inc. CVR(e)

   

304,716

     

211,869

   
TOTAL RIGHTS
(Cost $2,405,892)
   

2,049,371

   

 

    Maturity
Date
 

Rate

  Principal
Amount
 

Value

 

CONVERTIBLE CORPORATE BONDS - 0.48%

 

Auto Manufacturers - 0.13%

 

Lightning eMotors, Inc.(d)

 

05/15/2024

   

7.500

%

 

$

2,596,000

   

$

1,979,197

   

Healthcare - Services - 0.17%

 

UpHealth, Inc.(d)

 

06/15/2026

   

6.250

%

   

3,613,000

     

2,689,515

   

See Notes to Financial Statements.

www.arbitragefunds.com | 1-800-295-4485
10


Arbitrage Fund  Portfolio of Investments (continued)

May 31, 2022

    Maturity
Date
 

Rate

  Principal
Amount
 

Value

 

CONVERTIBLE CORPORATE BONDS - 0.48% (Continued)

 

Software - 0.18%

 

Kaleyra, Inc.(d)

 

06/01/2026

   

6.125

%

 

$

3,525,000

   

$

2,925,750

   
TOTAL CONVERTIBLE CORPORATE BONDS
(Cost $9,632,245)
   

7,594,462

   

 

   

Shares

 

Value

 

MUTUAL FUNDS - 4.55%

 

Water Island Event-Driven Fund, Class I(g)

   

6,605,365

   

$

72,394,803

   
TOTAL MUTUAL FUNDS
(Cost $60,632,644)
   

72,394,803

   

PRIVATE INVESTMENTS(a)(c)(e)(h) - 0.02%

 

Fast Capital LLC

   

290,700

     

290,700

   
TOTAL PRIVATE INVESTMENTS
(Cost $300,786)
   

290,700

   

WARRANTS(a) - 0.00%(i)

 

Commercial Services - 0.00%(i)

 
Moneylion, Inc., Exercise Price $11.50,
Expires 09/22/2026
   

290,320

     

62,186

   

Healthcare - Services - 0.00%(i)

 
UpHealth, Inc., Exercise Price $11.50,
Expires 07/01/2024(c)
   

4,897

     

348

   
TOTAL WARRANTS
(Cost $0)
   

62,534

   

 

    Expiration
Date
  Exercise
Price
  Notional
Amount
 

Contracts

 

Value

 

PURCHASED OPTIONS(a) - 0.02%

 

Call Option Purchased - 0.00%(i)

 

Sanderson Farms, Inc.

 

08/2022

 

$

210.00

   

$

39,900

     

2

   

$

260

   
TOTAL CALL OPTIONS PURCHASED
(Cost $252)
   

260

   

Put Options Purchased - 0.02%

 

Vonage Holdings Corp.

 

06/2022

   

19.00

     

215,007

     

111

     

28,860

   

Yamana Gold, Inc.

 

07/2022

   

5.50

     

3,780,944

     

7,054

     

366,808

   
TOTAL PUT OPTIONS PURCHASED
(Cost $358,344)
   

395,668

   
TOTAL PURCHASED OPTIONS
(Cost $358,596)
   

395,928

   

See Notes to Financial Statements.

Annual Report | May 31, 2022
11


Arbitrage Fund  Portfolio of Investments (continued)

May 31, 2022

   

Yield

 

Shares

 

Value

 

SHORT-TERM INVESTMENTS - 1.44%

 

Money Market Funds

 
Morgan Stanley Institutional Liquidity
Fund - Government Portfolio
   

0.711

%(j)

   

11,495,336

   

$

11,495,336

   
State Street Institutional U.S. Government
Money Market Fund, Premier Class
   

0.854

%(j)

   

11,495,335

     

11,495,335

   
             

22,990,671

   
TOTAL SHORT-TERM INVESTMENTS
(Cost $22,990,671)
   

22,990,671

   
Total Investments - 97.38%
(Cost $1,584,268,558)
   

1,550,814,340

   

Other Assets in Excess of Liabilities - 2.62%(k)

   

41,734,451

   

NET ASSETS - 100.00%

 

$

1,592,548,791

   

Portfolio Footnotes

(a)  Non-income-producing security.

(b)  Security, or a portion of security, is being held as collateral for short sales, written option contracts or forward foreign currency exchange contracts. At May 31, 2022, the aggregate fair market value of those securities was $233,694,280, representing 14.67% of net assets.

(c)  Restricted securities (including private placements) - The Fund may own investment securities that have other legal or contractual limitations. At the end of the period, the value of restricted securities (excluding 144A issues) amounted to $4,708,684 or 0.30% of net assets.

Restricted Security

 

Acquisition Date

 

Acquisition Cost

 

Fast Capital LLC

 

08/18/2020

 

$

300,786

   

Moneylion, Inc.

 

06/19/2020

   

17,080,470

   

UpHealth, Inc.

 

06/08/2021

   

489,730

   

UpHealth, Inc., Exercise Price $11.50, Expires 07/01/2024

 

06/08/2021

   

   

Total

     

$

17,870,986

   

(d)  Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. As of May 31, 2022, these securities had a total value of $50,022,701 or 3.14% of net assets.

(e)  Security fair valued using significant unobservable inputs and classified as a Level 3 security. As of May 31, 2022, the total fair market value of these securities was $70,383,841, representing 4.42% of net assets.

(f)  Underlying security for a written/purchased call/put option.

(g)  Affiliated investment.

(h)  Represents a holding that is a direct investment into a private company and is not a listed or publicly traded entity.

(i)  Less than 0.005% of net assets.

(j)  Rate shown is the 7-day effective yield as of May 31, 2022.

(k)  Includes cash held as collateral for short sales.

See Notes to Financial Statements.

www.arbitragefunds.com | 1-800-295-4485
12


Arbitrage Fund  Portfolio of Investments (continued)

May 31, 2022

SCHEDULE OF SECURITIES SOLD SHORT

 

Shares

 

Value

 

COMMON STOCKS SOLD SHORT - (2.02%)

 

Commercial Services - (0.73%)

 

GXO Logistics, Inc.

   

(26,135

)

 

$

(1,418,346

)

 

Rentokil Initial Plc

   

(1,603,670

)

   

(10,229,210

)

 
     

(11,647,556

)

 

Diversified Financial Services - (0.07%)

 

Intercontinental Exchange, Inc.

   

(11,347

)

   

(1,161,819

)

 

Electronics - (0.23%)

 

II-VI, Inc.

   

(58,323

)

   

(3,645,187

)

 

Internet - (0.06%)

 

NortonLifeLock, Inc.

   

(34,889

)

   

(849,198

)

 

Real Estate Investment Trusts - (0.51%)

 

PotlatchDeltic Corp.

   

(155,710

)

   

(8,168,547

)

 

Semiconductors - (0.42%)

 

Broadcom, Inc.

   

(8,145

)

   

(4,725,159

)

 

MaxLinear, Inc.

   

(32,889

)

   

(1,302,076

)

 

MKS Instruments, Inc.

   

(5,169

)

   

(638,371

)

 
     

(6,665,606

)

 
TOTAL SECURITIES SOLD SHORT
(Proceeds $35,374,795)
 

$

(32,137,913

)

 

 

WRITTEN OPTIONS

  Expiration
Date
  Exercise
Price
  Notional
Amount
 

Contracts

 

Value

 

Written Call Options

 

Willis Towers Watson Plc

 

06/2022

 

$

210.00

   

$

(1,498,597

)

   

(71

)

 

$

(39,405

)

 
TOTAL WRITTEN CALL OPTIONS
(Premiums received $49,591)
   

(39,405

)

 
TOTAL WRITTEN OPTIONS
(Premiums received $49,591)
 

$

(39,405

)

 

See Notes to Financial Statements.

Annual Report | May 31, 2022
13


Arbitrage Fund  Portfolio of Investments (continued)

May 31, 2022

EQUITY SWAP CONTRACTS

Swap
Counterparty/
Payment
Frequency
  Reference
Obligation
  Rate
Paid/
Received
by the
Fund
  Termination
Date
  Upfront
Payments
Made
  Upfront
Payments
Received
  Market
Value
  Notional
Amount
  Unrealized
Appreciation
 
Goldman
Sachs &
Co./
Monthly
 
 
  Meggitt
Plc
 
 
 
 
  Paid
1 Month
SONIA
Plus
55 bps
(1.488%)
 

08/04/2022

 

$

   

$

   

$

   

GBP

14,407,862

   

$

   
Goldman
Sachs &
Co./
Monthly
 
 
  Sanne
Group
Plc
 
 
 
  Paid
1 Month
SONIA
Plus
55 bps
(1.488%)
 

08/31/2022

   

     

     

   

GBP

5,588,289

     

   
Goldman
Sachs &
Co./
Monthly
 
 
  Distell
Group
Holdings
Ltd.
 
 
  Paid
1 Month
JIBAR
Plus
95 bps
(5.258%)
 

11/18/2022

   

     

     

   

ZAR

63,977,387

     

   
Goldman
Sachs &
Co./
Monthly
 
 
  Schroder
Plc
 
 
 
 
  Paid
1 Month
SONIA
Plus
47 bps
(1.408%)
 

04/28/2023

   

     

     

148

   

GBP

2,398,479

     

148

   
Goldman
Sachs &
Co./
Monthly
 
 
  Stagecoach
Group
Plc
 
 
 
  Paid
1 Month
SONIA
Minus
90 bps
(1.838%)
 

06/16/2023

   

     

     

   

GBP

3,748,181

     

   
Morgan
Stanley &
Co./
Monthly
 
 
 
  Entegris,
Inc.
 
 
 
 
 
  Received
1 Month-
Federal
Rate
Minus
40 bps
(-0.430%)
 

08/11/2023

   

     

     

   

USD

7,683,869

     

   

See Notes to Financial Statements.

www.arbitragefunds.com | 1-800-295-4485
14


Arbitrage Fund  Portfolio of Investments (continued)

May 31, 2022

Swap
Counterparty/
Payment
Frequency
  Reference
Obligation
  Rate
Paid/
Received
by the
Fund
  Termination
Date
  Upfront
Payments
Made
  Upfront
Payments
Received
  Market
Value
  Notional
Amount
  Unrealized
Appreciation
 
Morgan
Stanley &
Co./
Monthly
 
 
 
  MKS
Instruments,
Inc.
 
 
 
 
  Received
1 Month-
Federal
Rate
Minus
40 bps
(-0.430%)
 

08/11/2023

 

$

   

$

   

$

   

USD

4,575,058

   

$

   
Morgan
Stanley &
Co./
Monthly
 
 
  Distell
Group
Holdings
Ltd.
 
 
  Paid
1 Month
SABOR
Plus
125 bps
(5.810%)
 

11/17/2023

   

     

     

   

ZAR

22,520,201

     

   
Morgan
Stanley &
Co./
Monthly
 
 
  Hibernia
REIT
Plc
 
 
 
  Paid
1 Month
EURIBOR
Plus
50 bps
(1.000%)
 

03/25/2024

   

     

     

   

EUR

12,031,342

     

   
Morgan
Stanley &
Co./
Monthly
 
 
  Hibernia
REIT
Plc
 
 
 
  Received
1 Month
EURIBOR
Plus
50 bps
(0.380%)
 

03/25/2024

   

     

     

   

EUR

11,983,809

     

   
Morgan
Stanley &
Co./
Monthly
 
 
  Meggitt
Plc
 
 
 
 
  Paid
1 Month
SONIA
Plus
54 bps
(1.478%)
 

04/26/2024

   

     

     

   

GBP

361,793

     

   
Morgan
Stanley &
Co./
Monthly
 
 
  Schroder
Plc
 
 
 
 
  Paid
1 Month
SONIA
Plus
35 bps
(0.830%)
 

04/26/2024

   

     

     

   

GBP

101,153

     

   

See Notes to Financial Statements.

Annual Report | May 31, 2022
15


Arbitrage Fund  Portfolio of Investments (continued)

May 31, 2022

Swap
Counterparty/
Payment
Frequency
  Reference
Obligation
  Rate
Paid/
Received
by the
Fund
  Termination
Date
  Upfront
Payments
Made
  Upfront
Payments
Received
  Market
Value
  Notional
Amount
  Unrealized
Appreciation
 
Morgan
Stanley &
Co./
Monthly
 
 
  Schroder
Plc
 
 
 
 
  Received
1 Month
SONIA
Plus
0 bps
(-0.938%)
 

04/26/2024

 

$

   

$

   

$

   

GBP

2,293,329

   

$

   
                       

$

148

   

 

 

$

148

   

OUTSTANDING FORWARD FOREIGN CURRENCY EXCHANGE CONTRACTS

Currency
Purchased
 

Currency Sold

 

Counterparty

  Settlement
Date
  Unrealized
Appreciation
 

AUD

117,300

   

USD

80,553

   

Morgan Stanley & Co.

 

06/15/2022

 

$

3,644

   

USD

30,423,011

   

AUD

41,131,000

   

Morgan Stanley & Co.

 

06/15/2022

   

899,810

   

CAD

37,307,400

   

USD

28,912,959

   

Morgan Stanley & Co.

 

06/15/2022

   

579,484

   

USD

4,244,780

   

CAD

5,335,500

   

Morgan Stanley & Co.

 

06/15/2022

   

26,933

   

CHF

99,200

   

USD

101,642

   

Morgan Stanley & Co.

 

06/15/2022

   

1,845

   

USD

135,551

   

CHF

125,600

   

Morgan Stanley & Co.

 

06/15/2022

   

4,522

   

EUR

9,299,200

   

USD

9,790,002

   

Morgan Stanley & Co.

 

06/15/2022

   

199,179

   

USD

72,047,283

   

EUR

65,441,600

   

Morgan Stanley & Co.

 

06/15/2022

   

1,750,052

   

GBP

305,500

   

USD

380,204

   

Morgan Stanley & Co.

 

06/15/2022

   

4,757

   

USD

83,900,195

   

GBP

63,991,100

   

Morgan Stanley & Co.

 

06/15/2022

   

3,264,918

   

USD

11,560,234

   

NOK

103,391,700

   

Morgan Stanley & Co.

 

06/15/2022

   

528,119

   

NZD

252,300

   

USD

160,728

   

Morgan Stanley & Co.

 

06/15/2022

   

3,633

   

USD

4,084,664

   

NZD

5,966,600

   

Morgan Stanley & Co.

 

06/15/2022

   

197,719

   

SEK

49,340,700

   

USD

4,963,121

   

Morgan Stanley & Co.

 

06/15/2022

   

91,043

   

USD

21,050,436

   

SEK

202,491,200

   

Morgan Stanley & Co.

 

06/15/2022

   

308,452

   
   

$

7,864,110

   
Currency
Purchased
 

Currency Sold

 

Counterparty

  Settlement
Date
  Unrealized
Depreciation
 

AUD

29,492,600

   

USD

21,790,170

   

Morgan Stanley & Co.

 

06/15/2022

 

$

(620,833

)

 

USD

25,027,084

   

CAD

31,971,900

   

Morgan Stanley & Co.

 

06/15/2022

   

(247,512

)

 

CHF

28,100

   

USD

30,341

   

Morgan Stanley & Co.

 

06/15/2022

   

(1,027

)

 

USD

1,772

   

CHF

1,700

   

Morgan Stanley & Co.

 

06/15/2022

   

(1

)

 

EUR

7,660,300

   

USD

8,339,902

   

Morgan Stanley & Co.

 

06/15/2022

   

(111,223

)

 

USD

22,173,491

   

EUR

21,003,000

   

Morgan Stanley & Co.

 

06/15/2022

   

(387,886

)

 

GBP

32,907,100

   

USD

43,121,163

   

Morgan Stanley & Co.

 

06/15/2022

   

(1,654,880

)

 

USD

21,903,173

   

GBP

17,613,700

   

Morgan Stanley & Co.

 

06/15/2022

   

(291,875

)

 

NOK

103,391,700

   

USD

11,864,180

   

Morgan Stanley & Co.

 

06/15/2022

   

(832,064

)

 

NZD

993,100

   

USD

676,362

   

Morgan Stanley & Co.

 

06/15/2022

   

(29,407

)

 

See Notes to Financial Statements.

www.arbitragefunds.com | 1-800-295-4485
16


Arbitrage Fund  Portfolio of Investments (continued)

May 31, 2022

Currency
Purchased
 

Currency Sold

 

Counterparty

  Settlement
Date
  Unrealized
Depreciation
 

USD

139,001

   

NZD

216,300

   

Morgan Stanley & Co.

 

06/15/2022

 

$

(1,907

)

 

SEK

32,885,600

   

USD

3,467,215

   

Morgan Stanley & Co.

 

06/15/2022

   

(98,612

)

 

USD

8,320,876

   

SEK

83,275,400

   

Morgan Stanley & Co.

 

06/15/2022

   

(209,355

)

 
   

$

(4,486,582

)

 

The following is a summary of investments classified by country exposure:

Country

 

% of Net Assets(a)

 

United States

   

81.41

%

 

United Kingdom

   

5.98

%

 

Netherlands

   

2.13

%

 

Sweden

   

1.30

%

 

Italy

   

0.67

%

 

Belgium

   

0.67

%

 

Israel

   

0.66

%

 

Switzerland

   

0.64

%

 

France

   

0.53

%

 

Australia

   

0.52

%

 

Republic of Korea

   

0.50

%

 

Taiwan

   

0.48

%

 

Czech Republic

   

0.44

%

 

Isle of Man

   

0.44

%

 

Finland

   

0.31

%

 

Spain

   

0.26

%

 

Canada

   

0.24

%

 

New Zealand

   

0.20

%

 

Other Assets in Excess of Liabilities

   

2.62

%

 
     

100.00

%

 

(a)  These percentages represent long positions only and are not net of short positions.

Abbreviations:

AB - Aktiebolag is the Swedish term for a limited company.

ADR - American Depositary Receipt

AG - Aktiengesellschaft is a German term that refers to a corporation that is limited by shares, i.e., owned by shareholders.

AUD - Australian dollar

bps - Basis Points. 100 Basis Points is equal to 1 percentage point.

CAD - Canadian dollar

CHF - Swiss franc

CVR - Contingent Value Rights

EUR - Euro

EURIBOR - Euro Interbank Offered Rate

GBP - British pound

See Notes to Financial Statements.

Annual Report | May 31, 2022
17


Arbitrage Fund  Portfolio of Investments (continued)

May 31, 2022

JIBAR - Johannesburg Interbank Agreed Rate

LLC - Limited Liability Company

Ltd. - Limited

NOK - Norwegian krone

N.V. - Naamloze Vennootschap is the Dutch term for a public limited liability corporation.

NZD - New Zealand dollar

Oyj - Osakeyhtio is the Finnish equivalent of a public limited company.

Plc - Public Limited Company

REIT - Real Estate Investment Trust

SA - Generally designates corporations in various countries, mostly those employing civil law. This translates literally in all languages mentioned as anonymous company.

SABOR - South African Benchmark Overnight Rate

SEK - Swedish krona

SONIA - Sterling OverNight Index Average

SpA - Societa per Azione

USD - United States Dollar

ZAR - South African rand

The following table summarizes the Arbitrage Fund's investments and derivative financial instruments categorized in the fair value hierarchy as of May 31, 2022:

Investments in Securities at Fair Value*

 

Level 1

 

Level 2

 

Level 3

 

Total

 

Assets

 

Common Stocks

 

Aerospace & Defense

 

$

16,233,668

   

$

   

$

   

$

16,233,668

   

Agriculture

   

3,955,784

     

     

     

3,955,784

   

Auto Parts & Equipment

   

45,392,380

     

     

     

45,392,380

   

Banks

   

36,875,313

     

     

     

36,875,313

   

Biotechnology

   

40,763,801

     

     

     

40,763,801

   

Chemicals

   

52,587,927

     

     

     

52,587,927

   

Commercial Services

   

68,563,928

     

     

     

68,563,928

   

Computers & Computer Services

   

17,548,822

     

     

     

17,548,822

   

Construction Materials

   

28,789,908

     

     

15,672,168

     

44,462,076

   

Diversified Financial Services

   

36,916,501

     

     

     

36,916,501

   

Electric

   

45,312,404

     

     

     

45,312,404

   

Electronics

   

17,366,639

     

     

     

17,366,639

   

Energy - Alternate Sources

   

4,091,400

     

     

     

4,091,400

   

Engineering & Construction

   

15,234,234

     

     

     

15,234,234

   

Entertainment

   

4,110,895

     

     

     

4,110,895

   

Food

   

20,467,902

     

     

     

20,467,902

   

Gas

   

34,964,900

     

     

     

34,964,900

   

Healthcare - Products

   

7,982,365

     

     

     

7,982,365

   

Healthcare - Services

   

47,803,436

     

     

     

47,803,436

   

Insurance

   

69,003,121

     

     

     

69,003,121

   

Internet

   

110,954,373

     

     

     

110,954,373

   

Leisure Time

   

11,725,694

     

     

     

11,725,694

   

Machinery - Diversified

   

52,936,416

     

     

     

52,936,416

   

Media

   

49,119,768

     

     

36,527,400

     

85,647,168

   

See Notes to Financial Statements.

www.arbitragefunds.com | 1-800-295-4485
18


Arbitrage Fund  Portfolio of Investments (continued)

May 31, 2022

Investments in Securities at Fair Value*

 

Level 1

 

Level 2

 

Level 3

 

Total

 

Mining

 

$

3,780,944

   

$

   

$

   

$

3,780,944

   

Pharmaceuticals

   

25,936,021

     

     

     

25,936,021

   

Real Estate Investment Trusts

   

65,484,015

     

     

     

65,484,015

   

Retail

   

14,031,061

     

     

     

14,031,061

   

Semiconductors

   

42,877,436

     

     

     

42,877,436

   

Software

   

286,256,810

     

     

16,616,070

     

302,872,880

   

Telecommunications

   

99,152,367

     

     

     

99,152,367

   

Rights

   

     

771,868

     

1,277,503

     

2,049,371

   

Convertible Corporate Bonds**

   

     

7,594,462

     

     

7,594,462

   

Mutual Funds

   

72,394,803

     

     

     

72,394,803

   

Private Investments

   

     

     

290,700

     

290,700

   

Warrants**

   

62,534

     

     

     

62,534

   

Purchased Options

   

395,928

     

     

     

395,928

   

Short-Term Investments

   

22,990,671

     

     

     

22,990,671

   

TOTAL

 

$

1,472,064,169

   

$

8,366,330

   

$

70,383,841

   

$

1,550,814,340

   

Other Financial Instruments***

 

Assets

 
Forward Foreign Currency
Exchange Contracts
 

$

   

$

7,864,110

   

$

   

$

7,864,110

   

Equity Swaps

   

148

     

     

     

148

   

Liabilities

 

Common Stocks**

   

(32,137,913

)

   

     

     

(32,137,913

)

 

Written Options

   

(39,405

)

   

     

     

(39,405

)

 
Forward Foreign Currency
Exchange Contracts
   

     

(4,486,582

)

   

     

(4,486,582

)

 

TOTAL

 

$

(32,177,170

)

 

$

3,377,528

   

$

   

$

(28,799,642

)

 

*  Refer to footnote 2 where leveling hierarchy is defined.

**  Refer to Portfolio of Investments for sector information.

***  Other financial instruments are instruments such as written options, securities sold short, equity swaps and forward foreign currency exchange contracts.

See Notes to Financial Statements.

Annual Report | May 31, 2022
19


Arbitrage Fund  Portfolio of Investments (continued)

May 31, 2022

The following is a reconciliation of the fair valuations using significant unobservable inputs (Level 3) for the Fund's assets and liabilities during the period ended May 31, 2022:

Investments
in Securities
  Balance as of
May 31, 2021
  Realized
Gain
(Loss)
  Change in
Unrealized
Appreciation
(Depreciation)
 

Purchases

  Sales
Proceeds
  Transfers
into
Level 3
  Transfers
out of
Level 3
  Balance as of
May 31, 2022
  Net change in
Unrealized
Appreciation
(Depreciation)
from
investments
still held as of
May 31, 2022
 
Common
Stocks
 

$

85,217,245

   

$

5,697,585

   

$

(4,644,445

)

 

$

52,795,238

   

$

(85,517,289

)

 

$

15,267,304

*

 

$

   

$

68,815,638

   

$

777,366

   

Rights

   

1,135,875

     

(181,130

)

   

9,803

     

1,220,105

     

(907,150

)

   

     

     

1,277,503

     

57,398

   
Convertible
Corporate
Bonds
   

6,433,715

     

     

328,097

     

     

     

     

(6,761,812

)**

   

     

   
Private
Investments
   

1,016,499

     

     

6,899

     

3,390

     

     

     

(736,088

)**

   

290,700

     

(3,390

)

 

Total

 

$

93,803,334

   

$

5,516,455

   

$

(4,299,646

)

 

$

54,018,733

   

$

(86,424,439

)

 

$

15,267,304

   

$

(7,497,900

)

 

$

70,383,841

   

$

831,374

   

*  Common Stock in the amount of $15,267,304 was transferred into Level 3 as a result of a corporate action and is priced using procedures approved by the Board.

**  Convertible Corporate Bonds and Private Investments in the amount of $6,761,812 and $736,088 were transferred out of Level 3 upon the conversion to securities that are priced using observable inputs.

The following table summarizes the quantitative inputs used for investments categorized as Level 3 of the fair value hierarchy as of May 31, 2022:

Investments in
Securities
  Fair Value at
May 31, 2022
  Valuation
Technique
  Unobservable
Input
  Range of
Values
  Weighted
Average
 
Common Stocks
 
 
 

$

68,815,638

  Deal Value
 
 
  Final
determination
on Dissent
  $21-$41
 
 
  $26.51
 
 
 
Rights
 
 
  1,277,503

  Discounted,
probability
adjusted value
  Discount Rate,
Probability
 
  10%, 16.14%-40.43%
 
 
  10%, 21.95%
 
 
 
Private
Investments
  290,700
  Cost
 
  Cost
 
  $1
 
  $1.0000
 
 

See Notes to Financial Statements.

www.arbitragefunds.com | 1-800-295-4485
20


Water Island Event-Driven Fund  Manager Commentary

May 31, 2022 (Unaudited)

Water Island Event-Driven Fund | Tickers: AEDNX, AEDFX, AGEAX

The Fund's Goal and Main Investments

The Fund seeks to provide capital growth by investing in credit and equity securities involved in specific corporate events, with a focus on low volatility and low correlation relative to the broader capital markets.

Investment Strategy

The Fund's investment process follows a disciplined, fundamental approach that values risk mitigation while identifying compelling risk/reward opportunities available to us as we screen catalyst-driven corporate events, such as mergers and acquisitions, restructurings, refinancings, recapitalizations, spin-offs, litigation, regulatory changes, and bankruptcy. We analyze these events through three core approaches: merger arbitrage, equity special situations, and credit opportunities. We seek to generate investment returns that have low volatility and low correlation compared to the broader capital markets. We do not manage against any particular benchmark and believe that capital preservation in difficult markets is as important as generating positive returns within our low correlated, low volatility event-driven investment strategy. This process and approach have been an integral part of the culture at Water Island Capital since the firm's inception.

Fiscal Year Highlights

Water Island Event-Driven Fund Class I (AEDNX) returned -4.53% for the fiscal year ended May 31, 2022. The primary source of the Fund's negative return was its hard catalyst investments, mainly from both the merger arbitrage and equity special situations sub-strategies. Returns were driven predominantly by the Americas region, while investments in Europe contributed slightly and investments in the Asia-Pacific region detracted slightly. The Fund's top-performing sectors were health care and real estate, while financials and information technology detracted the most from returns.

The Fund may utilize derivatives for several purposes, primarily to implement position-level hedges, portfolio-level hedges, or currency hedges. During the fiscal year, the Fund's investments in derivative instruments contributed to returns. Derivative performance was in line with expectations given prevailing market conditions over the period.

The Fund's top performing deal for the period was our position in the merger of US-based semiconductor manufacturers Xilinx and Advanced Micro Devices. In October 2020, Xilinx agreed to be acquired by Advanced Micro Devices for $35.7 billion in stock. This transaction experienced ongoing volatility in the deal spread, in large part due to its lengthy timeline stemming from continued delays in receiving regulatory approval from China (a required condition to complete the deal, where antitrust reviews are a notoriously opaque process). The companies ultimately received approval from China in February 2022 and the merger subsequently closed successfully, leading to gains for the Fund.

The second-best performer was our position in Monmouth Real Estate Investment Corp. In May 2021, Monmouth Real Estate Investment Corp. – a US-based Real Estate Investment Company (REIT) focused on industrial properties – agreed to be acquired by Equity Commonwealth, a US REIT, for $1.9 billion in stock and cash. With two competing proposals on the table, from Blackwells Capital and Starwood Capital Group Management, Equity Commonwealth was forced to raise its offer to $2.4 billion in August – only to be rejected by shareholders as still too low. We maintained our exposure on speculation of another bid and were rewarded when Industrial Logistics Properties Trust (Industrial Logistics) – a US-based REIT focused

Annual Report | May 31, 2022
21


Water Island Event-Driven Fund  Manager Commentary (continued)

May 31, 2022 (Unaudited)

on industrial and logistics properties – entered with a $2.0 billion bid of its own in November. Industrial Logistics completed the acquisition in Q1 2022, leading to gains for the Fund.

Conversely, the top detractor in the portfolio for the period was our position in the failed merger Willis Towers Watson Plc (Willis Towers) and Aon. In March 2020, Willis Towers Watson, a UK-based provider of insurance brokerage services, agreed to be acquired by Aon, a US-based peer, for $30.3 billion in stock. The companies had already agreed to remedies with competition regulators in all required jurisdictions but one – the United States – when, following a second request from US regulators, the Department of Justice (DOJ) sued to block the merger in June 2021. While many expected the companies to not only fight the DOJ in court, but ultimately emerge victorious, in July they announced their intent to instead abandon the planned merger. After the deal broke, the spread on this position traded through what we believed to be fair value on a standalone basis, as many event-driven investors sought to unwind their exposure at the same time. Rather than follow suit, we opted to maintain our exposure and take advantage of the volatility by trading around our position. In the aftermath of the deal break, multiple activist investors have initiated positions in Willis Towers and gained board seats, and we continue to unwind our exposure on strength as they seek to implement constructive changes at the company or even push for another sale.

The Fund's second-worst performer was our position in terminated acquisition of Momentive Global, Inc. (Momentive) by Zendesk, Inc. (Zendesk). In October 2021, Zendesk – a US-based developer of software for customer support and customer communications – agreed to acquire Momentive Global – a US-based developer of software for conducting web-based surveys – for $4.1 billion in stock, after an activist investor in Momentive pushed for a sale process. In January, however, yet another activist investor – this time at Zendesk – began to push Zendesk's board of directors and management to reject the acquisition, believing the company should instead be put up for sale itself. The very next month, Zendesk management rejected an offer from a private equity consortium that would have valued the company at $17 billion – yet Zendesk shareholders appear to have agreed with the activist, as they overwhelmingly rejected the Momentive deal mere days later. Subsequent share price volatility has led to mark-to-market losses for the Fund; however, we are maintaining our Momentive exposure as not only has its activist reemerged, but the proxy background of the Zendesk merger indicated there were at least two other interested parties who put forth bids for the company before Zendesk won the initial sale process. We believe there is more left to this story.

www.arbitragefunds.com | 1-800-295-4485
22


Water Island Event-Driven Fund  Portfolio Information

May 31, 2022 (Unaudited)

Performance^ (annualized returns as of May 31, 2022)

  One
Year
  Five
Year
  Ten
Year
  Since
Inception*
 

Water Island Event-Driven Fund Class R

   

-4.75

%

   

3.43

%

   

2.04

%

   

2.20

%

 

Water Island Event-Driven Fund Class I

   

-4.53

%

   

3.69

%

   

2.30

%

   

2.46

%

 

Water Island Event-Driven Fund, Class A**

   

-7.83

%

   

2.76

%

   

N/A

     

1.61

%

 

ICE BofA U.S. 3-Month Treasury Bill Index

   

0.14

%

   

1.12

%

   

0.64

%

   

0.56

%

 

Current performance may be higher or lower than performance quoted above. Any performance data quoted represents past performance, and the investment return and principal value of an investment in the Fund will fluctuate so that an investor's shares, when redeemed, may be worth more or less than their original cost. Past performance is no guarantee of future results. Returns shown above include the reinvestment of all dividends and capital gains. Performance results do not include adjustments made for financial reporting purposes in accordance with U.S. generally accepted accounting principles and may differ from the amount reported in the Financial Highlights. Contractual fee waivers are currently in effect. Without such fee waivers, performance numbers would be reduced. You can obtain performance data current to the most recent month end by calling 1-800-295-4485 or going to www.arbitragefunds.com. This table does not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.

^ After sales charge.

* Class R and Class I inception: 10/1/10; Class A inception: 6/1/13. The "Since Inception" returns for securities indices are for the inception date of Class R and Class I shares.

** Class A shares are subject to a maximum front-end sales load of 3.25% of the offering price and are also subject to a 1.00% contingent deferred sales load on purchases at or above $250,000 purchased without a front-end sales charge and redeemed within 18 months of purchase.

The Total Annual Fund Operating Expenses for Class R, Class I and Class A are 1.98%, 1.73% and 2.00%, respectively. The Adviser has contractually agreed to limit the total annual operating expenses of the Fund, not including taxes, interest, dividends on short positions, brokerage commissions, acquired fund fees and expenses, and other costs incurred in connection with the purchase or sale of portfolio securities so they do not exceed 1.69%, 1.44% and 1.69% for Class R, Class I and Class A, respectively. The agreement remains in effect until September 30, 2023, unless terminated earlier by the Board of Trustees. These expense ratios are as stated in the current prospectus and may differ from the expense ratios disclosed in the financial highlights in this report.

The ICE BofA U.S. 3-Month Treasury Bill Index tracks the performance of the U.S. dollar denominated U.S. Treasury Bills publicly issued in the U.S. domestic market with a remaining term to final maturity of less than 3 months.

An investor may not invest directly in an index.

Annual Report | May 31, 2022
23


Water Island Event-Driven Fund  Portfolio Information (continued)

May 31, 2022 (Unaudited)

Growth of $10,000 Investment

The chart represents historical performance of a hypothetical investment of $10,000 in the Class R shares of the Fund over ten years. Past performance does not guarantee future results. This chart does not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.

  

Sector Weighting

The following chart shows the sector weightings of the Water Island Event-Driven Fund's investments (including short sales and excluding derivatives) as of the report date.

* Concentration Risk: If a large percentage of mergers or event-driven investment opportunities taking place within the U.S. are within one industry over a given period of time, the Fund may invest a large portion of its assets in securities of issuers in a single industry for that period of time. During such a period of concentration, the Fund may be subject to greater volatility with respect to its portfolio securities than a fund that is more broadly diversified.

www.arbitragefunds.com | 1-800-295-4485
24


Water Island Event-Driven Fund  Portfolio of Investments

May 31, 2022

   

Shares

 

Value

 

COMMON STOCKS - 95.97%

 

Aerospace & Defense - 1.57%

 

Aerojet Rocketdyne Holdings, Inc.(a)

   

43,870

   

$

1,787,264

   

Agriculture - 0.25%

 

Swedish Match AB

   

27,359

     

282,668

   

Auto Parts & Equipment - 2.86%

 

Meritor, Inc.(a)(b)

   

45,697

     

1,652,861

   

Tenneco, Inc., Class A(a)

   

92,753

     

1,605,554

   
     

3,258,415

   

Banks - 2.33%

 

First Horizon Corp.(b)

   

116,450

     

2,658,553

   

Biotechnology - 2.88%

 

Biohaven Pharmaceutical Holding Co. Ltd.(a)

   

7,850

     

1,128,281

   

Sierra Oncology, Inc.(a)

   

18,819

     

1,030,905

   

Swedish Orphan Biovitrum AB(a)

   

53,552

     

1,119,739

   
     

3,278,925

   

Chemicals - 2.35%

 

Rogers Corp.(a)

   

10,067

     

2,671,580

   

Commercial Services - 5.09%

 

Atlantia SpA

   

31,453

     

762,107

   

GXO Logistics, Inc.(a)

   

1,884

     

102,254

   

Moneylion, Inc.(a)(c)

   

263,426

     

463,630

   

Nielsen Holdings Plc

   

137,674

     

3,518,947

   

Terminix Global Holdings, Inc.(a)

   

21,824

     

947,380

   
     

5,794,318

   

Computers & Computer Services - 0.45%

 

Avast Plc(d)

   

82,874

     

507,214

   

Construction Materials - 2.94%

 

Cornerstone Building Brands, Inc.(a)

   

84,513

     

2,074,794

   

Forterra, Inc.(a)(e)

   

53,067

     

1,273,608

   
     

3,348,402

   

Diversified Financial Services - 1.69%

 

Brewin Dolphin Holdings Plc

   

112,933

     

725,765

   

Intertrust N.V.(a)(d)

   

40,339

     

838,403

   

Sanne Group Plc(a)

   

31,615

     

358,542

   
     

1,922,710

   

See Notes to Financial Statements.

Annual Report | May 31, 2022
25


Water Island Event-Driven Fund  Portfolio of Investments (continued)

May 31, 2022

   

Shares

 

Value

 

COMMON STOCKS - 95.97% (Continued)

 

Electric - 2.82%

 

Albioma SA

   

11,299

   

$

604,804

   

PNM Resources, Inc.(b)

   

54,845

     

2,606,783

   
     

3,211,587

   

Electronics - 1.09%

 

Coherent, Inc.(a)

   

4,582

     

1,241,539

   

Energy - Alternate Sources - 0.32%

 

Siemens Gamesa Renewable Energy SA(a)

   

18,745

     

361,422

   

Engineering & Construction - 0.30%

 

HomeServe Plc

   

23,440

     

343,512

   

Entertainment - 0.21%

 

Cineplex, Inc.(a)

   

23,133

     

236,113

   

Food - 1.48%

 

Sanderson Farms, Inc.(b)

   

8,434

     

1,682,583

   

Gas - 2.20%

 

South Jersey Industries, Inc.

   

71,772

     

2,501,254

   

Healthcare - Products - 0.58%

 

Natus Medical, Inc.(a)

   

20,244

     

663,801

   

Healthcare - Services - 3.30%

 

LHC Group, Inc.(a)(b)

   

13,509

     

2,251,410

   

Tivity Health, Inc.(a)

   

46,138

     

1,494,871

   

UpHealth, Inc.(a)(c)

   

8,340

     

6,205

   
     

3,752,486

   

Insurance - 5.56%

 

Alleghany Corp.(a)

   

5,083

     

4,238,104

   

Hartford Financial Services Group, Inc. (The)

   

5,355

     

388,291

   

Willis Towers Watson Plc(f)

   

8,064

     

1,702,068

   
     

6,328,463

   

Internet - 7.87%

 

Anaplan, Inc.(a)

   

53,780

     

3,527,968

   

Just Eat Takeaway.com N.V.(a)(d)

   

7,623

     

170,139

   

Mandiant, Inc.(a)(b)

   

169,425

     

3,735,821

   

Twitter, Inc.(a)

   

38,557

     

1,526,857

   
     

8,960,785

   

Leisure Time - 0.76%

 

Accell Group N.V.(a)

   

15,662

     

870,121

   

See Notes to Financial Statements.

www.arbitragefunds.com | 1-800-295-4485
26


Water Island Event-Driven Fund  Portfolio of Investments (continued)

May 31, 2022

   

Shares

 

Value

 

COMMON STOCKS - 95.97% (Continued)

 

Lodging - 0.27%

 

Crown Resorts Ltd.(a)

   

33,674

   

$

310,293

   

Machinery - Diversified - 3.35%

 

Welbilt, Inc.(a)(b)

   

161,311

     

3,818,231

   

Media - 6.00%

 

Uniti Group Ltd.(a)

   

168,879

     

599,920

   

Houghton Mifflin Harcourt Co.(a)(e)

   

156,912

     

3,295,152

   

TEGNA, Inc.(b)

   

134,325

     

2,941,718

   
     

6,836,790

   

Pharmaceuticals - 1.94%

 

Covetrus, Inc.(a)

   

62,524

     

1,301,750

   

Vifor Pharma AG(a)

   

5,200

     

907,235

   
     

2,208,985

   

Real Estate Investment Trusts - 2.82%

 

American Campus Communities, Inc.

   

27,363

     

1,778,595

   

PS Business Parks, Inc.

   

7,604

     

1,426,739

   
     

3,205,334

   

Retail - 0.89%

 

Vivo Energy Plc(d)

   

573,534

     

1,010,349

   

Semiconductors - 2.84%

 

CMC Materials, Inc.(b)

   

11,034

     

1,952,356

   

Magnachip Semiconductor Corp.(a)

   

37,044

     

722,358

   

Silicon Motion Technology Corp., ADR

   

6,131

     

553,691

   
     

3,228,405

   

Software - 22.97%

 

Activision Blizzard, Inc.

   

43,059

     

3,353,435

   

Black Knight, Inc.(a)

   

5,765

     

391,501

   

CDK Global, Inc.

   

53,698

     

2,924,393

   

Cerner Corp.

   

25,774

     

2,444,664

   

Change Healthcare, Inc.(a)(b)

   

214,421

     

5,165,402

   

Citrix Systems, Inc.

   

27,753

     

2,794,450

   

Datto Holding Corp.(a)

   

37,046

     

1,300,685

   

Ideagen Plc

   

182,416

     

799,921

   

Inovalon Holdings, Inc., Class A(a)(e)

   

37,435

     

1,534,835

   

ManTech International Corp., Class A

   

10,421

     

996,769

   

Momentive Global, Inc.(a)

   

135,658

     

1,652,314

   

Sailpoint Technologies Holdings, Inc.(a)

   

34,638

     

2,197,435

   

VMware, Inc., Class A

   

4,624

     

592,334

   
     

26,148,138

   

See Notes to Financial Statements.

Annual Report | May 31, 2022
27


Water Island Event-Driven Fund  Portfolio of Investments (continued)

May 31, 2022

   

Shares

 

Value

 

COMMON STOCKS - 95.97% (Continued)

 

Telecommunications - 5.99%

 

Plantronics, Inc.(a)(b)

   

69,892

   

$

2,759,336

   

Switch, Inc., Class A

   

39,104

     

1,319,760

   

Vonage Holdings Corp.(a)(f)

   

141,768

     

2,746,046

   
     

6,825,142

   
TOTAL COMMON STOCKS
(Cost $113,060,933)
   

109,255,382

   

RIGHTS(a) - 0.07%

 

Bristol-Myers Squibb Co. CVR

   

67,803

     

61,023

   

Contra Zogenix, Inc. CVR(e)

   

26,158

     

18,187

   
TOTAL RIGHTS
(Cost $128,568)
   

79,210

   

 

    Maturity
Date
 

Rate

  Principal
Amount
 

Value

 

CORPORATE BONDS - 2.84%

 

Auto Parts & Equipment - 1.80%

 

Meritor, Inc.(d)

 

12/15/2028

   

4.500

%

 

$

723,000

   

$

714,324

   

Tenneco, Inc.(d)

 

04/15/2029

   

5.125

%

   

1,357,000

     

1,329,758

   
                 

2,044,082

   

Entertainment - 1.04%

 
Peninsula Pacific
Entertainment LLC /
Peninsula Pacific
Entertainment Finance In(d)
 

11/15/2027

   

8.500

%

   

1,090,000

     

1,182,732

   
TOTAL CORPORATE BONDS
(Cost $3,305,834)
   

3,226,814

   

CONVERTIBLE CORPORATE BONDS - 1.44%

 

Auto Manufacturers - 0.27%

 

Lightning eMotors, Inc.(d)

 

05/15/2024

   

7.500

%

   

403,000

     

307,248

   

Entertainment - 0.34%

 

Cineplex, Inc.(d)

 

09/30/2025

   

5.750

%

   

392,000

     

390,497

   

Healthcare - Services - 0.40%

 

UpHealth, Inc.(d)

 

06/15/2026

   

6.250

%

   

616,000

     

458,550

   

Software - 0.43%

 

Kaleyra, Inc.(d)

 

06/01/2026

   

6.125

%

   

584,000

     

484,720

   
TOTAL CONVERTIBLE CORPORATE BONDS
(Cost $1,885,564)
   

1,641,015

   

See Notes to Financial Statements.

www.arbitragefunds.com | 1-800-295-4485
28


Water Island Event-Driven Fund  Portfolio of Investments (continued)

May 31, 2022

   

Shares

 

Value

 

WARRANTS(a) - 0.00%(g)

 

Commercial Services - 0.00%(g)

 

Moneylion, Inc., Exercise Price $11.50, Expires 09/22/2026

   

22,640

   

$

4,850

   

Healthcare - Services - 0.00%(g)

 

UpHealth, Inc., Exercise Price $11.50, Expires 07/01/2024(c)

   

834

     

59

   
TOTAL WARRANTS
(Cost $0)
   

4,909

   

PRIVATE INVESTMENTS(a)(c)(e)(h) - 0.02%

 

Fast Capital LLC

   

22,800

     

22,800

   
TOTAL PRIVATE INVESTMENTS
(Cost $23,591)
   

22,800

   

 

    Expiration
Date
  Exercise
Price
  Notional
Amount
 

Contracts

 

Value

 

PURCHASED OPTIONS(a) - 0.00%(g)

 

Put Options Purchased - 0.00%(g)

 

Vonage Holdings Corp.

 

06/2022

 

$

19.00

   

$

17,433

     

9

   

$

2,340

   
TOTAL PUT PURCHASED OPTIONS
(Cost $189)
   

2,340

   
TOTAL PURCHASED OPTIONS
(Cost $189)
   

2,340

   
Total Investments - 100.34%
(Cost $118,404,679)
   

114,232,470

   

Liabilities in Excess of Other Assets - (0.34%)(i)

   

(390,728

)

 

NET ASSETS - 100.00%

 

$

113,841,742

   

Portfolio Footnotes

(a)  Non-income-producing security.

(b)  Security, or a portion of security, is being held as collateral for short sales, written option contracts or forward foreign currency exchange contracts. At May 31, 2022, the aggregate fair market value of those securities was $18,462,190, representing 16.22% of net assets.

(c)  Restricted securities (including private placements) - The Fund may own investment securities that have other legal or contractual limitations. At the end of the period, the value of restricted securities (excluding 144A issues) amounted to $492,694 or 0.43% of net assets.

See Notes to Financial Statements.

Annual Report | May 31, 2022
29


Water Island Event-Driven Fund  Portfolio of Investments (continued)

May 31, 2022

Restricted Security

 

Acquisition Date

 

Acquisition Cost

 

Fast Capital LLC

 

08/18/2020

 

$

23,591

   

Moneylion, Inc.

 

06/19/2020

   

1,926,135

   

UpHealth, Inc.

 

06/08/2021

   

83,400

   

UpHealth, Inc., Exercise Price $11.50, Expires 07/01/2024

 

06/08/2021

   

   

Total

     

$

2,033,126

   

(d)  Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. As of May 31, 2022, these securities had a total value of $7,393,934 or 6.49% of net assets.

(e)  Security fair valued using significant unobservable inputs and classified as a Level 3 security. As of May 31, 2022, the total fair market value of these securities was $6,144,582, representing 5.40% of net assets.

(f)  Underlying security for a written/purchased call/put option.

(g)  Less than 0.005% of net assets.

(h)  Represents a holding that is a direct investment into a private company and is not a listed or publicly traded entity.

(i)  Includes cash held as collateral for short sales and written option contracts.

SCHEDULE OF SECURITIES SOLD SHORT

 

Shares

 

Value

 

COMMON STOCKS SOLD SHORT - (1.50%)

 

Commercial Services - (0.74%)

 

GXO Logistics, Inc.

   

(1,884

)

 

$

(102,245

)

 

Rentokil Initial Plc

   

(115,879

)

   

(739,148

)

 
     

(841,393

)

 

Diversified Financial Services - (0.07%)

 

Intercontinental Exchange, Inc.

   

(818

)

   

(83,755

)

 

Electronics - (0.23%)

 

II-VI, Inc.

   

(4,170

)

   

(260,625

)

 

Entertainment - (0.03%)

 

Cineplex, Inc.

   

(3,228

)

   

(32,947

)

 

Internet - (0.05%)

 

NortonLifeLock, Inc.

   

(2,503

)

   

(60,923

)

 

Semiconductors - (0.38%)

 

Broadcom, Inc.

   

(583

)

   

(338,216

)

 

MaxLinear, Inc.

   

(2,379

)

   

(94,185

)

 
     

(432,401

)

 
TOTAL SECURITIES SOLD SHORT
(Proceeds $1,940,348)
 

$

(1,712,044

)

 

See Notes to Financial Statements.

www.arbitragefunds.com | 1-800-295-4485
30


Water Island Event-Driven Fund  Portfolio of Investments (continued)

May 31, 2022

WRITTEN OPTIONS

  Expiration
Date
  Exercise
Price
  Notional
Amount
 

Contracts

 

Value

 

Written Call Options

 
Willis Towers
Watson Plc
 

06/2022

 

$

210.00

   

$

(126,642

)

   

(6

)

 

$

(3,330

)

 
TOTAL WRITTEN CALL OPTIONS
(Premiums received $4,191)
   

(3,330

)

 
TOTAL WRITTEN OPTIONS
(Premiums received $4,191)
 

$

(3,330

)

 

EQUITY SWAP CONTRACTS

Swap
Counterparty/
Payment
Frequency
  Reference
Obligation
  Rate
Paid/
Received
by the
Fund
  Termination
Date
  Upfront
Payments
Made
  Upfront
Payments
Received
  Market
Value
  Notional
Amount
  Unrealized
Appreciation
 
Goldman
Sachs &
Co./
Monthly
 
 
  Meggitt
Plc
 
 
 
 
  Paid
1 Month
SONIA
Plus
55 bps
(1.488%)
 




08/04/2022
 

$

   

$

   

$

   

GBP

1,039,562

   

$

   
Goldman
Sachs &
Co./
Monthly
 
 
  Distell
Group
Holdings
Ltd.
 
 
  Paid
1 Month
JIBAR
Plus
95 bps
(5.258%)
 




11/18/2022
   

     

     

   

ZAR

5,122,879

     

   
Goldman
Sachs &
Co./
Monthly
 
 
  Stagecoach
Group
Plc
 
 
 
  Paid
1 Month
SONIA
Minus
90 bps
(1.838%)
 




03/13/2023
   

     

     

   

GBP

269,788

     

   
Goldman
Sachs &
Co./
Monthly
 
 
  Sanne
Group
Plc
 
 
 
  Paid
1 Month
SONIA
Plus
47 bps
(1.408%)
 




06/15/2023
   

     

     

   

GBP

449,685

     

   
Morgan
Stanley &
Co./
Monthly
 
 
 
  Entegris,
Inc.
 
 
 
 
 
  Received
1 Month-
Federal
Rate
Minus
40 bps
(-0.430%)
 





08/18/2023
   

     

     

   

USD

551,693

     

   

See Notes to Financial Statements.

Annual Report | May 31, 2022
31


Water Island Event-Driven Fund  Portfolio of Investments (continued)

May 31, 2022

Swap
Counterparty/
Payment
Frequency
  Reference
Obligation
  Rate
Paid/
Received
by the
Fund
  Termination
Date
  Upfront
Payments
Made
  Upfront
Payments
Received
  Market
Value
  Notional
Amount
  Unrealized
Appreciation
 
Morgan
Stanley &
Co./
Monthly
 
 
  Distell
Group
Holdings
Ltd.
 
 
  Paid
1 Month
SABOR
Plus
125 bps
(5.810%)
 




11/17/2023
 

$

   

$

   

$

   

ZAR

1,200,340

   

$

   
Morgan
Stanley &
Co./
Monthly
 
 
  Meggitt
Plc
 
 
 
 
  Paid
1 Month
SONIA
Plus
54 bps
(1.470%)
 




04/26/2024
   

     

     

   

GBP

24,405

     

   
                       

$

           

$

   

OUTSTANDING FORWARD FOREIGN CURRENCY EXCHANGE CONTRACTS

Currency
Purchased
 

Currency Sold

 

Counterparty

  Settlement
Date
  Unrealized
Appreciation
 

AUD

12,800

   

USD

8,790

   

Morgan Stanley & Co.

 

06/15/2022

 

$

398

   

USD

3,100,065

   

AUD

4,197,800

   

Morgan Stanley & Co.

 

06/15/2022

   

86,948

   

CAD

3,427,800

   

USD

2,659,670

   

Morgan Stanley & Co.

 

06/15/2022

   

50,091

   

USD

424,709

   

CAD

534,100

   

Morgan Stanley & Co.

 

06/15/2022

   

2,490

   

CHF

9,000

   

USD

9,222

   

Morgan Stanley & Co.

 

06/15/2022

   

167

   

USD

12,407

   

CHF

11,500

   

Morgan Stanley & Co.

 

06/15/2022

   

410

   

USD

2,647,156

   

EUR

2,409,900

   

Morgan Stanley & Co.

 

06/15/2022

   

58,447

   

USD

4,927,322

   

GBP

3,759,500

   

Morgan Stanley & Co.

 

06/15/2022

   

189,971

   

SEK

4,860,000

   

USD

489,413

   

Morgan Stanley & Co.

 

06/15/2022

   

8,418

   

USD

2,032,171

   

SEK

19,550,400

   

Morgan Stanley & Co.

 

06/15/2022

   

29,543

   
   

$

426,883

   
Currency
Purchased
 

Currency Sold

 

Counterparty

  Settlement
Date
  Unrealized
Depreciation
 

AUD

2,928,500

   

USD

2,163,194

   

Morgan Stanley & Co.

 

06/15/2022

 

$

(61,161

)

 

USD

2,849,366

   

CAD

3,640,700

   

Morgan Stanley & Co.

 

06/15/2022

   

(28,699

)

 

CHF

2,600

   

USD

2,809

   

Morgan Stanley & Co.

 

06/15/2022

   

(96

)

 

USD

103

   

CHF

100

   

Morgan Stanley & Co.

 

06/15/2022

   

(1

)

 

EUR

62,100

   

USD

67,954

   

Morgan Stanley & Co.

 

06/15/2022

   

(1,247

)

 

USD

1,225,079

   

EUR

1,159,400

   

Morgan Stanley & Co.

 

06/15/2022

   

(20,347

)

 

GBP

2,489,300

   

USD

3,262,357

   

Morgan Stanley & Co.

 

06/15/2022

   

(125,586

)

 

USD

1,099,534

   

GBP

884,700

   

Morgan Stanley & Co.

 

06/15/2022

   

(15,277

)

 

SEK

4,244,300

   

USD

450,384

   

Morgan Stanley & Co.

 

06/15/2022

   

(15,624

)

 

USD

328,300

   

SEK

3,314,300

   

Morgan Stanley & Co.

 

06/15/2022

   

(11,197

)

 
   

$

(279,235

)

 

See Notes to Financial Statements.

www.arbitragefunds.com | 1-800-295-4485
32


Water Island Event-Driven Fund  Portfolio of Investments (continued)

May 31, 2022

The following is a summary of investments classified by country exposure:

Country

 

% of Net Assets(a)

 

United States

   

87.88

%

 

United Kingdom

   

4.34

%

 

Netherlands

   

1.65

%

 

Sweden

   

1.23

%

 

Australia

   

0.80

%

 

Switzerland

   

0.80

%

 

Italy

   

0.67

%

 

Republic of Korea

   

0.63

%

 

Canada

   

0.55

%

 

France

   

0.53

%

 

Taiwan

   

0.49

%

 

Czech Republic

   

0.45

%

 

Spain

   

0.32

%

 

Liabilities in Excess of Other Assets

   

(0.34

)%

 
     

100.00

%

 

(a)  These percentages represent long positions only and are not net of short positions.

Abbreviations:

AB - Aktiebolag is the Swedish term for a limited company.

ADR - American Depositary Receipt

AG - Aktiengesellschaft is a German term that refers to a corporation that is limited by shares, i.e., owned by shareholders.

AUD - Australian dollar

bps - Basis Points. 100 Basis Points is equal to 1 percentage point.

CAD - Canadian dollar

CHF - Swiss franc

CVR - Contingent Value Rights

EUR - Euro

GBP - British pound

JIBAR - Johannesburg Interbank Agreed Rate

LLC - Limited Liability Company

Ltd. - Limited

N.V. - Naamloze Vennootschap is the Dutch term for a public limited liability corporation.

Plc - Public Limited Company

SA - Generally designates corporations in various countries, mostly those employing civil law. This translates literally in all languages mentioned as anonymous company.

SABOR - South African Benchmark Overnight Rate

SEK - Swedish krona

SONIA - Sterling OverNight Index Average

SpA - Societa per Azione

USD - United States Dollar

ZAR - South African rand

See Notes to Financial Statements.

Annual Report | May 31, 2022
33


Water Island Event-Driven Fund  Portfolio of Investments (continued)

May 31, 2022

The following table summarizes the Water Island Event-Driven Fund's investments and derivative financial instruments categorized in the fair value hierarchy as of May 31, 2022:

Investments in Securities at Fair Value*

 

Level 1

 

Level 2

 

Level 3

 

Total

 

Assets

 

Common Stocks

 

Aerospace & Defense

 

$

1,787,264

   

$

   

$

   

$

1,787,264

   

Agriculture

   

282,668

     

     

     

282,668

   

Auto Parts & Equipment

   

3,258,415

     

     

     

3,258,415

   

Banks

   

2,658,553

     

     

     

2,658,553

   

Biotechnology

   

3,278,925

     

     

     

3,278,925

   

Chemicals

   

2,671,580

     

     

     

2,671,580

   

Commercial Services

   

5,794,318

     

     

     

5,794,318

   

Computers & Computer Services

   

507,214

     

     

     

507,214

   

Construction Materials

   

2,074,794

     

     

1,273,608

     

3,348,402

   

Diversified Financial Services

   

1,922,710

     

     

     

1,922,710

   

Electric

   

3,211,587

     

     

     

3,211,587

   

Electronics

   

1,241,539

     

     

     

1,241,539

   

Energy - Alternate Sources

   

361,422

     

     

     

361,422

   

Engineering & Construction

   

343,512

     

     

     

343,512

   

Entertainment

   

236,113

     

     

     

236,113

   

Food

   

1,682,583

     

     

     

1,682,583

   

Gas

   

2,501,254

     

     

     

2,501,254

   

Healthcare - Products

   

663,801

     

     

     

663,801

   

Healthcare - Services

   

3,752,486

     

     

     

3,752,486

   

Insurance

   

6,328,463

     

     

     

6,328,463

   

Internet

   

8,960,785

     

     

     

8,960,785

   

Leisure Time

   

870,121

     

     

     

870,121

   

Lodging

   

310,293

     

     

     

310,293

   

Machinery - Diversified

   

3,818,231

     

     

     

3,818,231

   

Media

   

3,541,638

     

     

3,295,152

     

6,836,790

   

Pharmaceuticals

   

2,208,985

     

     

     

2,208,985

   

Real Estate Investment Trusts

   

3,205,334

     

     

     

3,205,334

   

Retail

   

1,010,349

     

     

     

1,010,349

   

Semiconductors

   

3,228,405

     

     

     

3,228,405

   

Software

   

24,613,303

     

     

1,534,835

     

26,148,138

   

Telecommunications

   

6,825,142

     

     

     

6,825,142

   

Rights

   

     

61,023

     

18,187

     

79,210

   

Corporate Bonds**

   

     

3,226,814

     

     

3,226,814

   

Convertible Corporate Bonds**

   

     

1,641,015

     

     

1,641,015

   

Warrants**

   

4,909

     

     

     

4,909

   

Private Investments

   

     

     

22,800

     

22,800

   

Purchased Options

   

2,340

     

     

     

2,340

   

TOTAL

 

$

103,159,036

   

$

4,928,852

   

$

6,144,582

   

$

114,232,470

   

See Notes to Financial Statements.

www.arbitragefunds.com | 1-800-295-4485
34


Water Island Event-Driven Fund  Portfolio of Investments (continued)

May 31, 2022

Other Financial Instruments***

 

Level 1

 

Level 2

 

Level 3

 

Total

 

Assets

 
Forward Foreign Currency
Exchange Contracts
 

$

   

$

426,883

   

$

   

$

426,883

   

Equity Swaps

   

0

     

     

     

0

   

Liabilities

 

Common Stocks**

   

(1,712,044

)

   

     

     

(1,712,044

)

 

Written Options

   

(3,330

)

   

     

     

(3,330

)

 
Forward Foreign Currency
Exchange Contracts
   

     

(279,235

)

   

     

(279,235

)

 

TOTAL

 

$

(1,715,374

)

 

$

147,648

   

$

   

$

(1,567,726

)

 

*  Refer to footnote 2 where leveling hierarchy is defined.

**  Refer to Portfolio of Investments for sector information.

***  Other financial instruments are instruments such as written options, securities sold short, equity swaps and forward foreign currency exchange contracts.

The following is a reconciliation of the fair valuations using significant unobservable inputs (Level 3) for the Fund's assets and liabilities during the period ended May 31, 2022:

Investments
in Securities
  Balance as of
May 31, 2021
  Realized
Gain (Loss)
  Change in
Unrealized
Appreciation
(Depreciation)
 

Purchases

  Sales
Proceeds
  Transfers
into
Level 3
  Transfers
out of
Level 3
  Balance as of
May 31, 2022
  Net change in
Unrealized
Appreciation
(Depreciation)
from
investments
still held
as of
May 31,
2022
 
Common
Stocks
 

$

6,055,654

   

$

465,366

   

$

(379,054

)

 

$

4,868,360

   

$

(6,218,700

)

 

$

1,311,969

*

 

$

   

$

6,103,595

   

$

67,860

   

Rights

   

43,889

     

81,275

     

(3,457

)

   

17,786

     

(121,306

)

   

     

     

18,187

     

400

   
Convertible
Corporate
Bonds
   

1,081,737

     

     

55,939

     

     

     

     

(1,137,676

)**

   

     

   
Private
Investments
   

79,400

     

     

536

     

266

     

     

     

(57,402

)**

   

22,800

     

(266

)

 

Total

 

$

7,260,680

   

$

546,641

   

$

(326,036

)

 

$

4,886,412

   

$

(6,340,006

)

 

$

1,311,969

   

$

(1,195,078

)

 

$

6,144,582

   

$

67,994

   

*  Common Stock in the amount of $1,311,969 was transferred into Level 3 as a result of a corporate action and is priced using procedures approved by the Board.

**  Convertible Corporate Bonds and Private Investments in the amount of $1,137,676 and $57,402 were transferred out of Level 3 upon the conversion to securities that are priced using observable inputs.

See Notes to Financial Statements.

Annual Report | May 31, 2022
35


Water Island Event-Driven Fund  Portfolio of Investments (continued)

May 31, 2022

The following table summarizes the quantitative inputs used for investments categorized as Level 3 of the fair value hierarchy as of May 31, 2022:

Investments in
Securities
  Fair Value at
May 31, 2022
  Valuation
Technique
  Unobservable
Input
  Range of
Values
  Weighted
Average
 
Common Stocks
  
 
 

$

6,103,595

  Deal Value
 
 
  Final
determination
on Dissent
  $21-$41
 
 
  $26.66
  
  
 
Rights
 
 
  18,187

  Discounted,
probability
adjusted value
  Discount Rate,
Probability
 
  10%, 18.48%
 
 
  10%, 18.48%
  
  
 
Private
Investments
  22,800
  Cost
 
  Cost
 
  $1
 
  $1.0000
  
 

See Notes to Financial Statements.

www.arbitragefunds.com | 1-800-295-4485
36


Water Island Credit Opportunities Fund  Manager Commentary

May 31, 2022 (Unaudited)

Water Island Credit Opportunities Fund | Tickers: ACFIX, ARCFX, AGCAX

The Fund's Goal and Main Investments

The Fund seeks to provide current income and capital growth by focusing on company-specific catalysts and events in order to generate returns that are more correlated to the outcomes and timelines of those events, rather than on overall market direction or changes in interest rates.

Investment Strategy

The Fund employs a fundamentally driven investment approach. The investment team screens catalyst-driven investments such as mergers, acquisitions, asset sales, spin-offs, refinancings, recapitalizations, corporate reorganizations, litigation, and regulatory changes. From this universe the team selects investments based on factors such as risk/reward profile, potential downside, and security liquidity. The team generates returns by holding outright long and short positions and by utilizing capital structure arbitrage, merger arbitrage, and convertible arbitrage techniques to exploit security mispricing or inefficiencies. This portfolio offers a pure-play credit implementation of Water Island Capital's broader event-driven style.

Fiscal Year Highlights

Water Island Credit Opportunities Fund Class I (ACFIX) returned -1.51%% for the fiscal year ended May 31, 2022. Although the Asia-Pacific region and Europe were slightly positive, investments in the Americas detracted from returns overall. The Fund's top-performing sectors were financials and health care, while communication services and information technology were the top detractors.

The Fund may utilize derivatives for several purposes, primarily to implement position-level hedges, portfolio-level hedges, or currency hedges. During the fiscal year, the Fund's investments in derivative instruments contributed to returns. Derivative performance was in line with expectations given prevailing market conditions over the period.

The Fund's top contributor for the period was its credit market hedge. From time to time, in addition to various issuer-specific hedges, we may choose to implement broader market hedges – which may include a combination of credit, interest rate, and equity securities – in the portfolio. The intent of these hedges is to reduce directional exposure and market risk while providing the portfolio with lower volatility and smaller drawdowns, and we believe they are an integral part of our risk management strategy. These positions served their intended purpose, contributing gains to the portfolio while helping dampen volatility and hedge our positions in softer catalyst events, despite continued weakness in the broader fixed income markets.

The Fund's second-best performing investment was our position in Fresh Market, Inc. (Fresh Market) bonds. Fresh Market is a North-Carolina-based chain of gourmet supermarkets privately owned by funds related to Apollo Management. In December, the company filed an updated registration statement with the Securities and Exchange Commission (SEC) for an initial public offering ("IPO") indicating an imminent listing. Although the company's registration statement highlighted the company's intent to retire debt as part of its offering, market volatility dampened any near-term chances for IPOs, which led to a softness in the company's bonds. However, during Q2 2022, CENCOSUD, a leading South American supermarket company, offered to purchase 67% of Fresh Market with proceeds to also be used to redeem debt. This event led to gains for the portfolio and bonds have been called for redemption pending the closing of CENCOSUD's investment.

Conversely, the Fund's top detractor for the fiscal year was our position in fuboTV (fubo) convertible bonds. fubo is an internet television service provider with a primary focus on live

Annual Report | May 31, 2022
37


Water Island Credit Opportunities Fund  Manager Commentary (continued)

May 31, 2022 (Unaudited)

international sports combined with a nascent online sports gaming business. We purchased fubo's convertible bonds while the company was aggressively ramping its customer base in the face of challenges with costs and acquiring subscribers. As time passed, fubo struggled to convincingly increase profitable subscribers and corrective actions were slow. During Q1 these trends continued into a weak market, and we also learned that the company had raised cash via equity sales at extremely low prices. While raising liquidity is typically a good thing, this action convinced the market that the company had effectively exhausted its capital-raising abilities. At this point we became doubtful of the company's ability to succeed and we exited the position, contributing to losses for the Fund.

The Fund's second-largest detractor was our position in Diebold Nixdorf (Diebold), a provider of automatic teller machines, electronic card systems, and financial and point-of-sale services. Our investment began as a relatively straightforward refinancing play as the company was looking to roll over its near-term debt. In May, Diebold's main competitor, NCR Corp (NCR), released weak earnings due to supply chain constraints. The news significantly lowered NCR's and Diebold's stock and bonds. Although we and the market believed Diebold's capital structure was oversold, one week later the company released lower than expected guidance, amended its credit agreement to tap into more liquidity, and hired advisors to potentially restructure. This news rapidly forced bonds lower, leading to losses for the portfolio despite having hedges in place. As we continued to do more work on the company and its prospects, we determined that the catalyst we were seeking was no longer viable and we exited the position.

www.arbitragefunds.com | 1-800-295-4485
38


Water Island Credit Opportunities Fund  Portfolio Information

May 31, 2022 (Unaudited)

Performance^ (annualized returns as of May 31, 2022)

  One
Year
  Five
Year
  Ten
Year
  Since
Inception*
 

Water Island Credit Opportunities Fund, Class R

   

-1.84

%

   

2.85

%

   

N/A

     

2.49

%

 

Water Island Credit Opportunities Fund, Class I

   

-1.51

%

   

3.14

%

   

N/A

     

2.73

%

 

Water Island Credit Opportunities Fund, Class A**

   

-4.95

%

   

2.18

%

   

N/A

     

2.03

%

 

ICE BofA U.S. 3-Month Treasury Bill Index

   

0.14

%

   

1.12

%

   

N/A

     

0.66

%

 

Bloomberg U.S. Aggregate Bond Index

   

-8.22

%

   

1.18

%

   

N/A

     

1.60

%

 

Current performance may be higher or lower than performance quoted above. Any performance data quoted represents past performance and the investment return and principal value of an investment in the Fund will fluctuate so that an investor's shares, when redeemed, may be worth more or less than their original cost. Past performance is no guarantee of future results. Returns shown above include the reinvestment of all dividends and capital gains. Performance results do not include adjustments made for financial reporting purposes in accordance with U.S. generally accepted accounting principles and may differ from the amount reported in the Financial Highlights. Contractual fee waivers are currently in effect. Without such fee waivers, performance numbers would be reduced. You can obtain performance data current to the most recent month end by calling 1-800-295-4485 or going to www.arbitragefunds.com. This table does not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.

^ After sales charge.

* Class R and Class I inception: 10/1/12; Class A inception: 6/1/13. The "Since Inception" returns for securities indices are for the inception date of Class R and Class I shares.

** Class A shares are subject to a maximum front-end sales load of 3.25% of the offering price and are also subject to a 1.00% contingent deferred sales load on purchases at or above $250,000 purchased without a front-end sales charge and redeemed within 18 months of purchase.

The Total Annual Fund Operating Expenses for Class R, Class I and Class A are 1.77%, 1.52% and 1.77%, respectively. The Adviser has contractually agreed to limit the total annual operating expenses of the Fund, not including taxes, interest, dividends on short positions, brokerage commissions, acquired fund fees and expenses and other costs incurred in connection with the purchase or sale of portfolio securities so they do not exceed 1.23%, 0.98% and 1.23% for Class R, Class I and Class A, respectively. The agreement remains in effect until September 30, 2023, unless terminated earlier by the Board of Trustees. These expense ratios are as stated in the current prospectus and may differ from the expense ratios disclosed in the financial highlights in this report.

The ICE BofA U.S. 3-Month Treasury Bill Index tracks the performance of the U.S. dollar denominated U.S. Treasury Bills publicly issued in the U.S. domestic market with a remaining term to final maturity of less than 3 months.

The Bloomberg U.S. Aggregate Bond Index is a market value-weighted index of investment grade fixed-rated debt issues, including government, corporate, asset-backed and mortgage-backed securities with a maturity of one year or more.

An investor may not invest directly in an index.

Annual Report | May 31, 2022
39


Water Island Credit Opportunities Fund  Portfolio Information (continued)

May 31, 2022 (Unaudited)

Growth of $10,000 Investment

The chart represents historical performance of a hypothetical investment of $10,000 in the Class R shares of the Fund since inception. Past performance does not guarantee future results. This chart does not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.

  

Sector Weighting

The following chart shows the sector weightings of the Water Island Credit Opportunities Fund investments (including short sales and excluding derivatives) as of the report date.

* Concentration Risk: If a large percentage of mergers or event-driven investment opportunities taking place within the U.S. are within one industry over a given period of time, the Fund may invest a large portion of its assets in securities of issuers in a single industry for that period of time. During such a period of concentration, the Fund may be subject to greater volatility with respect to its portfolio securities than a fund that is more broadly diversified.

www.arbitragefunds.com | 1-800-295-4485
40


Water Island Credit Opportunities Fund  Portfolio of Investments

May 31, 2022

    Maturity
Date
 

Rate

  Principal
Amount
 

Value

 

BANK LOANS - 4.14%

 

Chemicals - 0.50%

 
Zep Inc., 2017 1st Lien
Term Loan, Variable Rate,
(3 mo. USD LIBOR
plus 4.00%)
 

08/12/2024

   

5.000

%

 

$

720,331

   

$

674,410

   

Commercial Services - 3.64%

 
Moneygram International,
Inc., 2021 Term Loan B,
Variable Rate,
(6 mo. USD LIBOR
plus 4.50%)
 

07/21/2026

   

4.592

%

   

4,986,979

     

4,909,482

   
TOTAL BANK LOANS
(Cost $5,716,681)
   

5,583,892

   

CORPORATE BONDS - 69.76%

 

Auto Parts & Equipment - 6.82%

 

Meritor, Inc.(a)(b)

 

12/15/2028

   

4.500

%

   

2,632,000

     

2,600,416

   

Tenneco, Inc.(a)(b)

 

04/15/2029

   

5.125

%

   

6,731,000

     

6,595,875

   
     

9,196,291

   

Banks - 0.69%

 
Truist Financial Corp.,
Variable Rate,
(3 mo. USD LIBOR
plus 0.65%)(b)
 

03/15/2028

   

1.476

%

   

1,000,000

     

939,045

   

Chemicals - 3.83%

 

GCP Applied Technologies, Inc.(a)(b)

 

04/15/2026

   

5.500

%

   

5,175,000

     

5,162,063

   

Commercial Services - 2.49%

 

Adtalem Global Education, Inc.(a)(b)

 

03/01/2028

   

5.500

%

   

1,563,000

     

1,449,729

   

RR Donnelley & Sons Co.(a)

 

11/01/2026

   

6.125

%

   

2,050,000

     

1,911,625

   
     

3,361,354

   

Energy - Alternate Sources - 1.97%

 

Renewable Energy Group, Inc.(a)

 

06/01/2028

   

5.875

%

   

2,500,000

     

2,655,925

   

Entertainment - 4.28%

 
Peninsula Pacific Entertainment
LLC / Peninsula Pacific
Entertainment Finance In(a)(b)
 

11/15/2027

   

8.500

%

   

5,320,000

     

5,772,599

   

See Notes to Financial Statements.

Annual Report | May 31, 2022
41


Water Island Credit Opportunities Fund  Portfolio of Investments (continued)

May 31, 2022

    Maturity
Date
 

Rate

  Principal
Amount
 

Value

 

CORPORATE BONDS - 69.76% (Continued)

 

Food - 5.08%

 
Chobani LLC / Chobani
Finance Corp., Inc.(a)
 

04/15/2025

   

7.500

%

 

$

4,499,000

   

$

4,253,984

   

Fresh Market, Inc. (The)(a)

 

05/01/2023

   

9.750

%

   

2,588,000

     

2,593,176

   
     

6,847,160

   

Gas - 1.46%

 
Rockpoint Gas Storage
Canada Ltd.(a)
 

03/31/2023

   

7.000

%

   

2,000,000

     

1,970,420

   

Hand/Machine Tools - 2.26%

 
Werner FinCo LP / Werner
FinCo, Inc.(a)
 

07/15/2025

   

8.750

%

   

3,000,000

     

3,052,500

   

Internet - 8.55%

 

Getty Images, Inc.(a)

 

03/01/2027

   

9.750

%

   

6,000,000

     

5,961,060

   

Twitter, Inc.(a)

 

03/01/2030

   

5.000

%

   

5,615,000

     

5,572,887

   
     

11,533,947

   

Machinery - Diversified - 3.32%

 

JPW Industries Holding Corp.(a)(b)

 

10/01/2024

   

9.000

%

   

2,000,000

     

1,964,000

   

Welbilt, Inc.

 

02/15/2024

   

9.500

%

   

2,500,000

     

2,511,000

   
     

4,475,000

   

Media - 0.70%

 

Cengage Learning, Inc.(a)

 

06/15/2024

   

9.500

%

   

1,000,000

     

943,630

   

Office/Business Equip - 2.72%

 

Xerox Holdings Corp.(a)(b)(c)

 

08/15/2025

   

5.000

%

   

3,745,000

     

3,670,325

   

Oil & Gas - 2.29%

 
Par Petroleum LLC / Par Petroleum
Finance Corp.(a)
 

12/15/2025

   

7.750

%

   

3,190,000

     

3,084,854

   

Packaging & Containers - 4.27%

 

Intertape Polymer Group, Inc.(a)

 

06/15/2029

   

4.375

%

   

3,340,000

     

3,440,200

   

LABL, Inc.(a)

 

07/15/2026

   

6.750

%

   

2,400,000

     

2,316,000

   
     

5,756,200

   

Real Estate Investment Trusts - 4.03%

 
Uniti Group LP / Uniti Fiber
Holdings, Inc. / CSL
Capital LLC(a)
 

02/15/2025

   

7.875

%

   

5,296,000

     

5,440,528

   

See Notes to Financial Statements.

www.arbitragefunds.com | 1-800-295-4485
42


Water Island Credit Opportunities Fund  Portfolio of Investments (continued)

May 31, 2022

    Maturity
Date
 

Rate

  Principal
Amount
 

Value

 

CORPORATE BONDS - 69.76% (Continued)

 

Software - 4.67%

 

CDK Global, Inc.

 

10/15/2024

   

5.000

%

 

$

681,000

   

$

699,727

   

CDK Global, Inc.(a)

 

05/15/2029

   

5.250

%

   

200,000

     

200,000

   
Change Healthcare
Holdings LLC / Change
Healthcare Finance, Inc.(a)
 

03/01/2025

   

5.750

%

   

1,849,000

     

1,837,666

   

Citrix Systems, Inc.

 

03/01/2030

   

3.300

%

   

3,600,000

     

3,558,245

   
     

6,295,638

   

Telecommunications - 10.33%

 

Altice France Holding SA(a)

 

05/15/2027

   

10.500

%

   

6,500,000

     

6,387,745

   

Plantronics, Inc.(a)(b)

 

03/01/2029

   

4.750

%

   

3,000,000

     

3,045,030

   

Switch Ltd.(a)

 

09/15/2028

   

3.750

%

   

4,500,000

     

4,501,321

   
     

13,934,096

   
TOTAL CORPORATE BONDS
(Cost $96,989,704)
   

94,091,575

   

CONVERTIBLE CORPORATE BONDS - 20.54%

 

Aerospace & Defense - 2.12%

 

Kaman Corp.

 

05/01/2024

   

3.250

%

   

3,000,000

     

2,865,000

   

Auto Manufacturers - 0.77%

 

Lightning eMotors, Inc.(a)

 

05/15/2024

   

7.500

%

   

1,370,000

     

1,044,491

   

Commercial Services - 1.59%

 

Block, Inc.

 

03/01/2025

   

0.125

%

   

2,000,000

     

2,141,250

   

Diversified Financial Services - 1.05%

 

WisdomTree Investments, Inc.(a)

 

06/15/2026

   

3.250

%

   

1,500,000

     

1,414,500

   

Entertainment - 0.42%

 

Cineplex, Inc.(a)

 

09/30/2025

   

5.750

%

   

567,000

     

564,826

   

Healthcare - Services - 1.08%

 

UpHealth, Inc.(a)(b)

 

06/15/2026

   

6.250

%

   

1,951,000

     

1,452,323

   

Internet - 6.74%

 

Spotify USA, Inc.(d)

 

03/15/2026

   

0.000

%

   

3,500,000

     

2,835,000

   

Twitter, Inc.(b)

 

06/15/2024

   

0.250

%

   

2,500,000

     

2,495,000

   

Zendesk, Inc.

 

06/15/2025

   

0.625

%

   

3,500,000

     

3,760,750

   
     

9,090,750

   

Pharmaceuticals - 1.42%

 

Paratek Pharmaceuticals, Inc.(b)

 

05/01/2024

   

4.750

%

   

2,250,000

     

1,919,700

   

See Notes to Financial Statements.

Annual Report | May 31, 2022
43


Water Island Credit Opportunities Fund  Portfolio of Investments (continued)

May 31, 2022

    Maturity
Date
 

Rate

  Principal
Amount
 

Value

 

CONVERTIBLE CORPORATE BONDS - 20.54% (Continued)

 

Software - 5.35%

 

Five9, Inc.

 

06/01/2025

   

0.500

%

 

$

3,000,000

   

$

2,986,500

   

Kaleyra, Inc.(a)(b)

 

06/01/2026

   

6.125

%

   

1,900,000

     

1,577,000

   

RingCentral, Inc.(b)(d)

 

03/01/2025

   

0.000

%

   

3,105,000

     

2,654,775

   
     

7,218,275

   
TOTAL CONVERTIBLE CORPORATE BONDS
(Cost $31,706,113)
   

27,711,115

   

 

   

Shares

 

Value

 

WARRANTS(e) - 0.02%

 

Auto Manufacturers - 0.02%

 
Lightning eMotors, Inc., Exercise
Price $11.50, Expires 05/18/2025(f)
   

53,913

   

$

26,957

   
TOTAL WARRANTS
(Cost $0)
       

26,957

   

 

    Expiration
Date
  Exercise
Price
  Notional
Amount
 

Contracts

 

Value

 

PURCHASED OPTIONS(e) - 0.11%

 

Call Options Purchased - 0.11%

 

Par Pacific Holdings, Inc.

 

06/2022

 

$

17.50

   

$

114,800

     

70

   

$

3,675

   

SPDR S&P 500 ETF Trust

 
   

06/2022

   

465.00

     

8,258,600

     

200

     

900

   
   

07/2022

   

425.00

     

8,258,600

     

200

     

139,700

   

Uniti Group, Inc.

 

07/2022

   

13.00

     

226,800

     

200

     

4,000

   

Xerox Holdings Corp.

 

07/2022

   

23.00

     

366,990

     

195

     

1,462

   
TOTAL CALL OPTIONS PURCHASED
(Cost $175,620)
                   

149,737

   
TOTAL PURCHASED OPTIONS
(Cost $175,620)
                   

149,737

   
Total Investments - 94.57%
(Cost $134,588,118)
   

127,563,276

   

Other Assets in Excess of Liabilities - 5.43%(g)

   

7,318,649

   

NET ASSETS - 100.00%

      $134,881,925  

See Notes to Financial Statements.

www.arbitragefunds.com | 1-800-295-4485
44


Water Island Credit Opportunities Fund  Portfolio of Investments (continued)

May 31, 2022

Portfolio Footnotes

(a)  Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. As of May 31, 2022, these securities had a total value of $92,436,698 or 68.53% of net assets.

(b)  Security, or a portion of security, is being held as collateral for short sales, written option contracts or forward foreign currency exchange contracts. At May 31, 2022, the aggregate fair market value of those securities was $34,243,788, representing 25.39% of net assets.

(c)  Underlying security for a written/purchased call/put option.

(d)  Represents a zero coupon bond.

(e)  Non-income-producing security.

(f)  Restricted securities (including private placements) - The Fund may own investment securities that have other legal or contractual limitations. At the end of the period, the value of restricted securities (excluding 144A issues) amounted to $26,957 or 0.02% of net assets.

Restricted Security

 

Acquisition Date

 

Acquisition Cost

 

Lightning eMotors, Inc., Exercise Price $11.50, Expires 05/18/2025

 

04/28/2021

 

$

   

Total

     

$

   

(g)  Includes cash held as collateral for short sales and written option contracts.

SCHEDULE OF SECURITIES SOLD SHORT

 

Shares

 

Value

 

COMMON STOCKS SOLD SHORT - (6.12%)

 

Aerospace & Defense - (0.28%)

 

Kaman Corp.

   

(10,400

)

 

$

(376,584

)

 

Auto Parts & Equipment - (0.19%)

 

Meritor, Inc.

   

(7,000

)

   

(253,190

)

 

Commercial Services - (0.58%)

 

Block, Inc.

   

(8,900

)

   

(778,839

)

 

Diversified Financial Services - (0.15%)

 

WisdomTree Investments, Inc.

   

(34,000

)

   

(202,300

)

 

Entertainment - (0.25%)

 

Cineplex, Inc.

   

(33,300

)

   

(339,885

)

 

Internet - (2.34%)

 

Spotify Technology SA

   

(800

)

   

(90,216

)

 

Twitter, Inc.

   

(33,700

)

   

(1,334,520

)

 

Zendesk, Inc.

   

(19,000

)

   

(1,737,550

)

 
     

(3,162,286

)

 

Machinery - Diversified - (0.22%)

 

Welbilt, Inc.

   

(12,500

)

   

(295,875

)

 

Office/Business Equip - (0.03%)

 

Xerox Holdings Corp.

   

(2,500

)

   

(47,050

)

 

See Notes to Financial Statements.

Annual Report | May 31, 2022
45


Water Island Credit Opportunities Fund  Portfolio of Investments (continued)

May 31, 2022

SCHEDULE OF SECURITIES SOLD SHORT

 

Shares

 

Value

 

COMMON STOCKS SOLD SHORT - (6.12%) (Continued)

 

Oil & Gas - (0.04%)

 

Par Pacific Holdings, Inc.

   

(2,960

)

 

$

(48,544

)

 

Packaging & Containers - (0.11%)

 

Intertape Polymer Group, Inc.

   

(5,000

)

   

(155,829

)

 

Pharmaceuticals - (0.02%)

 

Paratek Pharmaceuticals, Inc.

   

(13,450

)

   

(25,420

)

 

Real Estate Investment Trusts - (0.13%)

 

Uniti Group, Inc.

   

(15,000

)

   

(170,100

)

 

Software - (0.87%)

 

Five9, Inc.

   

(11,600

)

   

(1,121,836

)

 

RingCentral, Inc., Class A

   

(900

)

   

(56,826

)

 
     

(1,178,662

)

 

Telecommunications - (0.91%)

 

Plantronics, Inc.

   

(31,000

)

   

(1,223,880

)

 
TOTAL SECURITIES SOLD SHORT
(Proceeds $11,025,666)
 

$

(8,258,444

)

 

 

WRITTEN OPTIONS

  Expiration
Date
  Exercise
Price
  Notional
Amount
 

Contracts

 

Value

 

Written Put Options

 

Zendesk, Inc.

 
   

06/2022

 

$

80.00

   

$

(27,435

)

   

(3

)

 

$

(1,020

)

 
   

06/2022

   

85.00

     

(91,450

)

   

(10

)

   

(4,900

)

 
TOTAL WRITTEN PUT OPTIONS
(Premiums received $5,680)
   

(5,920

)

 
TOTAL WRITTEN OPTIONS
(Premiums received $5,680)
 

$

(5,920

)

 

EQUITY SWAP CONTRACTS

Swap
Counterparty/
Payment
Frequency
  Reference
Obligation
  Rate
Paid/
Received
by the
Fund
  Termination
Date
  Upfront
Payments
Made
  Upfront
Payments
Received
  Market
Value
  Notional
Amount
  Unrealized
Appreciation
 
Morgan
Stanley &
Co./
Monthly
 
 
 
  SPDR
Bloomberg
High Yield
Bond ETF
 
 
 
  Received
1 Month-
Federal
Rate
Minus
428 bps
(3.550%)
 

08/18/2023

 

$

   

$

   

$

   

USD

3,836,318

   

$

   

See Notes to Financial Statements.

www.arbitragefunds.com | 1-800-295-4485
46


Water Island Credit Opportunities Fund  Portfolio of Investments (continued)

May 31, 2022

OUTSTANDING FORWARD FOREIGN CURRENCY EXCHANGE CONTRACTS

Currency
Purchased
 

Currency Sold

 

Counterparty

  Settlement
Date
  Unrealized
Appreciation
 

CAD

169,400

   

USD

131,794

   

Morgan Stanley & Co.

 

06/15/2022

 

$

2,119

   

USD

74,007

   

CAD

92,900

   

Morgan Stanley & Co.

 

06/15/2022

   

567

   
   

$

2,686

   
Currency
Purchased
 

Currency Sold

 

Counterparty

  Settlement
Date
  Unrealized
Depreciation
 

CAD

275,100

   

USD

218,001

   

Morgan Stanley & Co.

 

06/15/2022

 

$

(528

)

 

USD

336,563

   

CAD

431,100

   

Morgan Stanley & Co.

 

06/15/2022

   

(4,231

)

 
   

$

(4,759

)

 

The following is a summary of investments classified by country exposure:

Country

 

% of Net Assets(a)

 

United States

   

85.41

%

 

Luxembourg

   

4.73

%

 

Canada

   

4.43

%

 

Other Assets in Excess of Liabilities

   

5.43

%

 
     

100.00

%

 

(a)  These percentages represent long positions only and are not net of short positions.

Abbreviations:

bps - Basis Points. 100 Basis Points is equal to 1 percentage point.

CAD - Canadian dollar

ETF - Exchange-Traded Fund

LIBOR - London Interbank Offered Rate

LLC - Limited Liability Company

LP - Limited Partnership

Ltd. - Limited

SA - Generally designates corporations in various countries, mostly those employing civil law. This translates literally in all languages mentioned as anonymous company.

S&P - Standard & Poor's

SPDR - Standard & Poor's Depositary Receipt

USD - United States Dollar

See Notes to Financial Statements.

Annual Report | May 31, 2022
47


Water Island Credit Opportunities Fund  Portfolio of Investments (continued)

May 31, 2022

The following table summarizes the Water Island Credit Opportunities Fund's investments and derivative financial instruments categorized in the fair value hierarchy as of May 31, 2022:

Investments in Securities at Fair Value*

 

Level 1

 

Level 2

 

Level 3

 

Total

 

Assets

 

Bank Loans**

 

$

   

$

5,583,892

   

$

   

$

5,583,892

   

Corporate Bonds**

   

     

94,091,575

     

     

94,091,575

   

Convertible Corporate Bonds**

   

     

27,711,115

     

     

27,711,115

   

Warrants**

   

26,957

     

     

     

26,957

   

Purchased Options

   

149,737

     

     

     

149,737

   

TOTAL

 

$

176,694

   

$

127,386,582

   

$

   

$

127,563,276

   

Other Financial Instruments***

 

Assets

 
Forward Foreign Currency Exchange
Contracts
 

$

   

$

2,686

   

$

   

$

2,686

   

Equity Swaps

   

0

     

     

     

0

   

Liabilities

 

Common Stocks**

   

(8,258,444

)

   

     

     

(8,258,444

)

 

Written Options

   

(5,920

)

   

     

     

(5,920

)

 
Forward Foreign Currency Exchange
Contracts
   

     

(4,759

)

   

     

(4,759

)

 

TOTAL

 

$

(8,264,364

)

 

$

(2,073

)

 

$

   

$

(8,266,437

)

 

*  Refer to footnote 2 where leveling hierarchy is defined.

**  Refer to Portfolio of Investments for sector information.

***  Other financial instruments are instruments such as written options, securities sold short, equity swaps and forward foreign currency exchange contracts.

The following is a reconciliation of the fair valuations using significant unobservable inputs (Level 3) for the Fund's assets and liabilities during the period ended May 31, 2022:

Investments
in Securities
  Balance
as of
May 31,
2021
  Accrued
Discounts/
(Premiums)
  Realized
Gain/
(Loss)
  Change in
Unrealized
Appreciation
(Depreciation)
 

Purchases

  Sales
Proceeds
  Amortization
Premium/
Discount
  Transfers
into
Level 3
  Transfers
out of
Level 3
  Balance
as of
May 31,
2022
  Net change in
Unrealized
Appreciation
(Depreciation)
from
investments
still held
as of
May 31, 2022
 
Convertible
Corporate
Bonds
 

$

1,668,592

   

$

   

$

   

$

86,360

   

$

   

$

   

$

   

$

   

$

(1,754,952

)

 

$

   

$

   

Total

 

$

1,668,592

   

$

   

$

   

$

86,360

   

$

   

$

   

$

   

$

   

$

(1,754,952

)

 

$

   

$

   

See Notes to Financial Statements.

www.arbitragefunds.com | 1-800-295-4485
48


This Page Intentionally Left Blank


The Arbitrage Funds

   

Arbitrage Fund

  Water Island
Event-Driven
Fund
 

ASSETS

 

Investments:

 

At cost of unaffiliated investments

 

$

1,523,635,914

   

$

118,404,679

   

At cost of affiliated investments

   

60,632,644

     

   

At fair value of unaffiliated investments (Note 2)

   

1,478,419,537

     

114,232,470

   

At fair value of affiliated investments (Note 2)

   

72,394,803

     

   

Cash

   

3

     

10,178

   

Cash denominated in foreign currency (Cost $4,308,885, $356,294 and $0)

   

4,309,809

     

356,294

   

Deposits with brokers for securities sold short (Note 2)

   

25,929,567

     

1,855,522

   

Segregated cash for collateral (Note 2)

   

200,000

     

630,000

   

Receivable for investment securities sold

   

58,797,209

     

3,984,142

   

Receivable for capital shares sold

   

3,819,599

     

51,612

   

Unrealized appreciation on forward foreign currency exchange contracts (Note 8)

   

7,864,110

     

426,883

   

Unrealized appreciation on swap contracts

   

148

     

   

Dividends and interest receivable

   

1,212,640

     

117,127

   

Miscellaneous receivable

   

379,257

     

   

Prepaid expenses

   

79,152

     

25,330

   

Total Assets

   

1,653,405,834

     

121,689,558

   

LIABILITIES

 

Securities sold short, at value (Note 2) (proceeds $35,374,795, $1,940,348 and $11,025,666)

   

32,137,913

     

1,712,044

   

Written options, at value (Note 2) (premiums received $49,591, $4,191 and $5,680)

   

39,405

     

3,330

   

Line of credit payable (Note 4)

   

     

5,000,000

   

Payable for investment securities purchased

   

20,221,326

     

576,380

   

Unrealized depreciation on forward foreign currency exchange contracts (Note 8)

   

4,486,582

     

279,235

   

Payable for capital shares redeemed

   

1,887,246

     

41,291

   

Payable to Adviser (Note 5)

   

1,350,830

     

129,823

   

Payable to Distributor (Note 5)

   

37,162

     

1,464

   

Payable to Administrator (Note 5)

   

131,738

     

22,613

   

Payable to Transfer Agent (Note 5)

   

214,898

     

11,358

   

Payable to Custodian

   

48,419

     

18,680

   

Income distribution payable

   

     

   

Interest expense payable

   

1,174

     

7,121

   

Payable for swap reset

   

66,366

     

4,060

   

Audit and legal fees payable

   

95,250

     

21,893

   

Payable to Trustees

   

45,402

     

5,233

   

Chief Compliance Officer Fees payable (Note 5)

   

34,311

     

1,942

   

Chief Financial Officer Fees payable (Note 5)

   

4,904

     

894

   

Other accrued expenses and liabilities

   

54,117

     

10,455

   

Total Liabilities

   

60,857,043

     

7,847,816

   

NET ASSETS

 

$

1,592,548,791

   

$

113,841,742

   

NET ASSETS CONSIST OF:

 

Paid-in capital

   

1,589,478,324

     

154,796,453

   

Distributable earnings (Accumulated loss)

   

3,070,467

     

(40,954,711

)

 

NET ASSETS

 

$

1,592,548,791

   

$

113,841,742

   

See Notes to Financial Statements.

www.arbitragefunds.com | 1-800-295-4485
50


  Statement of Assets and Liabilities

May 31, 2022

  Water Island
Credit
Opportunities Fund
 

ASSETS

 

Investments:

 

At cost of unaffiliated investments

 

$

134,588,118

   

At cost of affiliated investments

   

   

At fair value of unaffiliated investments (Note 2)

   

127,563,276

   

At fair value of affiliated investments (Note 2)

   

   

Cash

   

4,877,099

   

Cash denominated in foreign currency (Cost $4,308,885, $356,294 and $0)

   

   

Deposits with brokers for securities sold short (Note 2)

   

8,274,331

   

Segregated cash for collateral (Note 2)

   

1,260,000

   

Receivable for investment securities sold

   

258,630

   

Receivable for capital shares sold

   

437,716

   

Unrealized appreciation on forward foreign currency exchange contracts (Note 8)

   

2,686

   

Unrealized appreciation on swap contracts

   

   

Dividends and interest receivable

   

1,931,395

   

Miscellaneous receivable

   

   

Prepaid expenses

   

23,410

   

Total Assets

   

144,628,543

   

LIABILITIES

 

Securities sold short, at value (Note 2) (proceeds $35,374,795, $1,940,348 and $11,025,666)

   

8,258,444

   

Written options, at value (Note 2) (premiums received $49,591, $4,191 and $5,680)

   

5,920

   

Line of credit payable (Note 4)

   

1,000,000

   

Payable for investment securities purchased

   

39,289

   

Unrealized depreciation on forward foreign currency exchange contracts (Note 8)

   

4,759

   

Payable for capital shares redeemed

   

128,602

   

Payable to Adviser (Note 5)

   

75,561

   

Payable to Distributor (Note 5)

   

1,892

   

Payable to Administrator (Note 5)

   

32,840

   

Payable to Transfer Agent (Note 5)

   

19,132

   

Payable to Custodian

   

7,049

   

Income distribution payable

   

106,903

   

Interest expense payable

   

8,385

   

Payable for swap reset

   

14,601

   

Audit and legal fees payable

   

22,257

   

Payable to Trustees

   

4,990

   

Chief Compliance Officer Fees payable (Note 5)

   

3,391

   

Chief Financial Officer Fees payable (Note 5)

   

952

   

Other accrued expenses and liabilities

   

11,651

   

Total Liabilities

   

9,746,618

   

NET ASSETS

 

$

134,881,925

   

NET ASSETS CONSIST OF:

 

Paid-in capital

   

140,737,408

   

Distributable earnings (Accumulated loss)

   

(5,855,483

)

 

NET ASSETS

 

$

134,881,925

   

Annual Report | May 31, 2022
51


The Arbitrage Funds

   

Arbitrage Fund

  Water Island
Event-Driven
Fund
 

PRICING OF SHARES:

 

CLASS R SHARES:

 

Net assets applicable to Class R shares

 

$

77,865,847

   

$

4,502,479

   

Shares of beneficial interest outstanding (unlimited number of shares authorized, no par value)

   

6,207,052

     

415,317

   

Net asset value and offering price per share

 

$

12.54

   

$

10.84

   

CLASS I SHARES:

 

Net assets applicable to Class I shares

 

$

1,459,175,969

   

$

107,037,782

   

Shares of beneficial interest outstanding (unlimited number of shares authorized, no par value)

   

111,779,470

     

9,770,808

   

Net asset value and offering price per share

 

$

13.05

   

$

10.95

   

CLASS C SHARES:

 

Net assets applicable to Class C shares

 

$

13,466,827

   

$

   

Shares of beneficial interest outstanding (unlimited number of shares authorized, no par value)

   

1,156,780

     

   

Net asset value and offering price per share(a)

 

$

11.64

   

$

   

CLASS A SHARES:

 

Net assets applicable to Class A shares

 

$

42,040,148

   

$

2,301,481

   

Shares of beneficial interest outstanding (unlimited number of shares authorized, no par value)

   

3,358,751

     

212,726

   

Net asset value and offering price per share(a)

 

$

12.52

   

$

10.82

   

Maximum offering price per share (NAV/(100% — maximum sales charge))

 

$

12.87

   

$

11.18

   

Maximum sales charge

   

2.75

%

   

3.25

%

 

(a)  Redemption price varies based on length of time held (Note 1).

See Notes to Financial Statements.

www.arbitragefunds.com | 1-800-295-4485
52


  Statement of Assets and Liabilities

May 31, 2022

    Water Island
Credit
Opportunities Fund
 

PRICING OF SHARES:

 

CLASS R SHARES:

 

Net assets applicable to Class R shares

 

$

9,071,749

   

Shares of beneficial interest outstanding (unlimited number of shares authorized, no par value)

   

932,269

   

Net asset value and offering price per share

 

$

9.73

   

CLASS I SHARES:

 

Net assets applicable to Class I shares

 

$

125,705,014

   

Shares of beneficial interest outstanding (unlimited number of shares authorized, no par value)

   

12,977,938

   

Net asset value and offering price per share

 

$

9.69

   

CLASS C SHARES:

 

Net assets applicable to Class C shares

 

$

   

Shares of beneficial interest outstanding (unlimited number of shares authorized, no par value)

   

   

Net asset value and offering price per share(a)

 

$

   

CLASS A SHARES:

 

Net assets applicable to Class A shares

 

$

105,162

   

Shares of beneficial interest outstanding (unlimited number of shares authorized, no par value)

   

10,852

   

Net asset value and offering price per share(a)

 

$

9.69

   

Maximum offering price per share (NAV/(100% — maximum sales charge))

 

$

10.02

   

Maximum sales charge

   

3.25

%

 

Annual Report | May 31, 2022
53


The Arbitrage Funds

   

Arbitrage Fund

  Water Island
Event-Driven
Fund
 

INVESTMENT INCOME

 

Dividend income

 

$

13,400,345

   

$

649,290

   

Foreign taxes withheld on dividends

   

(537,689

)

   

(20,605

)

 

Interest income

   

721,406

     

241,431

   

Total Investment Income

   

13,584,062

     

870,116

   

EXPENSES

 

Investment advisory fees (Note 5)

   

17,162,528

     

1,395,849

   

Distribution and service fees (Note 5)

 

Class R

   

236,686

     

19,739

   

Class C

   

165,682

     

   

Class A

   

99,261

     

5,224

   

Administrative fees

   

361,959

     

58,066

   

Chief Compliance Officer fees

   

162,248

     

11,147

   

Trustees' fees

   

277,235

     

28,275

   

Dividend expense

   

139,335

     

6,507

   

Interest rebate expense

   

837,129

     

96,703

   

Transfer agent fees

   

1,407,168

     

120,503

   

Custodian and bank service fees

   

195,075

     

63,519

   

Registration and filing fees

   

95,548

     

50,937

   

Printing of shareholder reports

   

122,359

     

10,552

   

Professional fees

   

190,119

     

29,439

   

Line of credit interest expense

   

2,068

     

36,160

   

Insurance expense

   

61,073

     

4,790

   

Chief Financial Officer fees

   

58,791

     

11,043

   

Other expenses

   

66,504

     

19,970

   

Total Expenses

   

21,640,768

     

1,968,423

   

Fees waived, reimbursed or recouped by the Adviser, Class R (Note 5)

   

(53,522

)

   

1,403

   

Fees waived, reimbursed or recouped by the Adviser, Class I (Note 5)

   

(833,831

)

   

21,411

   

Fees waived, reimbursed or recouped by the Adviser, Class C (Note 5)

   

(9,359

)

   

   

Fees waived, reimbursed or recouped by the Adviser, Class A (Note 5)

   

(22,467

)

   

390

   

Net Expenses

   

20,721,589

     

1,991,627

   

NET INVESTMENT INCOME (LOSS)

   

(7,137,527

)

   

(1,121,511

)

 

REALIZED AND UNREALIZED GAINS (LOSSES) ON INVESTMENTS AND FOREIGN CURRENCIES

 

Net realized gains (losses) from:

 

Unaffiliated investments

   

75,174,977

     

7,344,199

   

Purchased option contracts

   

(1,844,236

)

   

(141,575

)

 

Swap contracts

   

(6,444,884

)

   

(643,295

)

 

Securities sold short

   

(19,584,880

)

   

(2,833,577

)

 

Written option contracts

   

2,115,078

     

227,040

   

Forward currency contracts

   

9,860,568

     

677,044

   

Foreign currency transactions (Note 8)

   

(659,632

)

   

34,075

   

See Notes to Financial Statements.

www.arbitragefunds.com | 1-800-295-4485
54


  Statement of Operations

For the Year Ended May 31, 2022

    Water Island
Credit
Opportunities Fund
 

INVESTMENT INCOME

 

Dividend income

 

$

55,486

   

Foreign taxes withheld on dividends

   

   

Interest income

   

3,717,457

   

Total Investment Income

   

3,772,943

   

EXPENSES

 

Investment advisory fees (Note 5)

   

1,231,047

   

Distribution and service fees (Note 5)

 

Class R

   

22,885

   

Class C

   

   

Class A

   

257

   

Administrative fees

   

93,440

   

Chief Compliance Officer fees

   

12,478

   

Trustees' fees

   

28,038

   

Dividend expense

   

19,009

   

Interest rebate expense

   

84,368

   

Transfer agent fees

   

120,833

   

Custodian and bank service fees

   

19,189

   

Registration and filing fees

   

74,672

   

Printing of shareholder reports

   

13,428

   

Professional fees

   

29,757

   

Line of credit interest expense

   

21,561

   

Insurance expense

   

3,936

   

Chief Financial Officer fees

   

11,132

   

Other expenses

   

20,483

   

Total Expenses

   

1,806,513

   

Fees waived, reimbursed or recouped by the Adviser, Class R (Note 5)

   

(27,491

)

 

Fees waived, reimbursed or recouped by the Adviser, Class I (Note 5)

   

(360,709

)

 

Fees waived, reimbursed or recouped by the Adviser, Class C (Note 5)

   

   

Fees waived, reimbursed or recouped by the Adviser, Class A (Note 5)

   

(309

)

 

Net Expenses

   

1,418,004

   

NET INVESTMENT INCOME (LOSS)

   

2,354,939

   

REALIZED AND UNREALIZED GAINS (LOSSES) ON INVESTMENTS AND FOREIGN CURRENCIES

 

Net realized gains (losses) from:

 

Unaffiliated investments

   

1,164,010

   

Purchased option contracts

   

(262,482

)

 

Swap contracts

   

200,376

   

Securities sold short

   

(285,977

)

 

Written option contracts

   

97,867

   

Forward currency contracts

   

2,653

   

Foreign currency transactions (Note 8)

   

883

   

Annual Report | May 31, 2022
55


The Arbitrage Funds

   

Arbitrage Fund

  Water Island
Event-Driven
Fund
 

Net change in unrealized appreciation (depreciation) on:

 

Unaffiliated investments

 

$

(114,517,314

)

 

$

(9,533,762

)

 

Affiliated investments

   

(3,434,790

)

   

   

Securities sold short

   

235,533

     

(663,914

)

 

Foreign currency transactions (Note 8)

   

(8,941

)

   

(1,610

)

 

Purchased option contracts

   

1,391,682

     

152,193

   

Written option contracts

   

10,186

     

861

   

Swap contracts

   

148

     

   

Forward currency contracts

   

5,524,437

     

363,598

   

NET REALIZED AND UNREALIZED LOSSES ON INVESTMENTS AND FOREIGN CURRENCIES

   

(52,182,068

)

   

(5,018,723

)

 

NET DECREASE IN NET ASSETS RESULTING FROM OPERATIONS

 

$

(59,319,595

)

 

$

(6,140,234

)

 

See Notes to Financial Statements.

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56


  Statement of Operations

For the Year Ended May 31, 2022

    Water Island
Credit
Opportunities Fund
 

Net change in unrealized appreciation (depreciation) on:

 

Unaffiliated investments

 

$

(9,859,431

)

 

Affiliated investments

   

   

Securities sold short

   

4,035,356

   

Foreign currency transactions (Note 8)

   

(57

)

 

Purchased option contracts

   

53,356

   

Written option contracts

   

83

   

Swap contracts

   

   

Forward currency contracts

   

9,606

   

NET REALIZED AND UNREALIZED LOSSES ON INVESTMENTS AND FOREIGN CURRENCIES

   

(4,843,757

)

 

NET DECREASE IN NET ASSETS RESULTING FROM OPERATIONS

 

$

(2,488,818

)

 

Annual Report | May 31, 2022
57


The Arbitrage Funds

   

Arbitrage Fund

 
    Year Ended
May 31, 2022
  Year Ended
May 31, 2021
 

FROM OPERATIONS:

 

Net investment income (loss)

 

$

(7,137,527

)

 

$

1,889,199

   

Net realized gains (losses) from:

 

Unaffiliated investments

   

75,174,977

     

182,484,017

   

Purchased option contracts

   

(1,844,236

)

   

2,387,236

   

Swap contracts

   

(6,444,884

)

   

(59,667,677

)

 

Securities sold short

   

(19,584,880

)

   

(109,802,820

)

 

Written option contracts

   

2,115,078

     

119,130

   

Forward currency contracts

   

9,860,568

     

(4,756,529

)

 

Foreign currency transactions

   

(659,632

)

   

(681,188

)

 

Net change in unrealized appreciation (depreciation) on:

 

Unaffiliated investments

   

(114,517,314

)

   

81,360,181

   

Affiliated investments

   

(3,434,790

)

   

9,433,047

   

Securities sold short

   

235,533

     

10,863,412

   

Foreign currency transactions

   

(8,941

)

   

4,136

   

Purchased option contracts

   

1,391,682

     

(1,354,350

)

 

Written option contracts

   

10,186

     

   

Swap contracts

   

148

     

   

Forward currency contracts

   

5,524,437

     

(5,032,588

)

 

Net increase (decrease) in net assets resulting from operations

   

(59,319,595

)

   

107,245,206

   

FROM DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS:

 

Distributions from distributable earnings, Class R

   

(516,092

)

   

(5,828,800

)

 

Distributions from distributable earnings, Class I

   

(7,605,189

)

   

(77,238,670

)

 

Distributions from distributable earnings, Class C(a)

   

(99,436

)

   

(1,172,789

)

 

Distributions from distributable earnings, Class A

   

(213,958

)

   

(1,718,463

)

 

Decrease in net assets from distributions to shareholders

   

(8,434,675

)

   

(85,958,722

)

 

FROM CAPITAL SHARE TRANSACTIONS (NOTE 7):

 

Proceeds from shares sold

   

493,961,134

     

601,365,070

   

Shares issued in reinvestment of distributions

   

6,813,804

     

66,859,378

   

Payments for shares redeemed

   

(438,357,571

)

   

(471,800,936

)

 

Net increase (decrease) in net assets from capital share transactions

   

62,417,367

     

196,423,512

   

TOTAL INCREASE (DECREASE) IN NET ASSETS

   

(5,336,903

)

   

217,709,996

   

NET ASSETS:

 

Beginning of year

   

1,597,885,694

     

1,380,175,698

   

End of year

 

$

1,592,548,791

   

$

1,597,885,694

   

(a)  Effective April 27, 2021, Class C shares of the Event-Driven Fund were converted to
Class I shares of the Fund, and Class C was abolished.

See Notes to Financial Statements.

www.arbitragefunds.com | 1-800-295-4485
58


  Statement of Changes in Net Assets

   

Water Island Event-Driven Fund

 
    Year Ended
May 31, 2022
  Year Ended
May 31, 2021
 

FROM OPERATIONS:

 

Net investment income (loss)

 

$

(1,121,511

)

 

$

(308,619

)

 

Net realized gains (losses) from:

 

Unaffiliated investments

   

7,344,199

     

21,481,075

   

Purchased option contracts

   

(141,575

)

   

(5,551

)

 

Swap contracts

   

(643,295

)

   

(3,277,975

)

 

Securities sold short

   

(2,833,577

)

   

(9,159,552

)

 

Written option contracts

   

227,040

     

36,803

   

Forward currency contracts

   

677,044

     

(312,861

)

 

Foreign currency transactions

   

34,075

     

24,732

   

Net change in unrealized appreciation (depreciation) on:

 

Unaffiliated investments

   

(9,533,762

)

   

5,133,104

   

Affiliated investments

   

     

   

Securities sold short

   

(663,914

)

   

2,228,494

   

Foreign currency transactions

   

(1,610

)

   

866

   

Purchased option contracts

   

152,193

     

(156,778

)

 

Written option contracts

   

861

     

   

Swap contracts

   

     

   

Forward currency contracts

   

363,598

     

(357,496

)

 

Net increase (decrease) in net assets resulting from operations

   

(6,140,234

)

   

15,326,242

   

FROM DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS:

 

Distributions from distributable earnings, Class R

   

     

   

Distributions from distributable earnings, Class I

   

     

(250,689

)

 

Distributions from distributable earnings, Class C(a)

   

     

   

Distributions from distributable earnings, Class A

   

     

(1,490

)

 

Decrease in net assets from distributions to shareholders

   

     

(252,179

)

 

FROM CAPITAL SHARE TRANSACTIONS (NOTE 7):

 

Proceeds from shares sold

   

16,716,837

     

28,932,531

   

Shares issued in reinvestment of distributions

   

     

243,637

   

Payments for shares redeemed

   

(33,328,537

)

   

(15,135,964

)

 

Net increase (decrease) in net assets from capital share transactions

   

(16,611,700

)

   

14,040,204

   

TOTAL INCREASE (DECREASE) IN NET ASSETS

   

(22,751,934

)

   

29,114,267

   

NET ASSETS:

 

Beginning of year

   

136,593,676

     

107,479,409

   

End of year

 

$

113,841,742

   

$

136,593,676

   

Annual Report | May 31, 2022
59


The Arbitrage Funds  Statement of Changes in Net Assets

    Water Island Credit
Opportunities Fund
 
    Year Ended
May 31, 2022
  Year Ended
May 31, 2021
 

FROM OPERATIONS:

 

Net investment income (loss)

 

$

2,354,939

   

$

1,843,661

   

Net realized gains (losses) from:

 

Unaffiliated investments

   

1,164,010

     

3,994,378

   

Purchased option contracts

   

(262,482

)

   

655,253

   

Swap contracts

   

200,376

     

(376,581

)

 

Securities sold short

   

(285,977

)

   

(3,042,868

)

 

Written option contracts

   

97,867

     

166,314

   

Forward currency contracts

   

2,653

     

(24,429

)

 

Foreign currency transactions

   

883

     

(1,681

)

 

Net change in unrealized appreciation (depreciation) on:

 

Unaffiliated investments

   

(9,859,431

)

   

3,306,710

   

Securities sold short

   

4,035,356

     

(637,868

)

 

Foreign currency transactions

   

(57

)

   

87

   

Purchased option contracts

   

53,356

     

(342,137

)

 

Written option contracts

   

83

     

7,644

   

Forward currency contracts

   

9,606

     

(11,679

)

 

Net increase (decrease) in net assets resulting from operations

   

(2,488,818

)

   

5,536,804

   

FROM DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS:

 

Distributions from distributable earnings, Class R

   

(232,802

)

   

(69,080

)

 

Distributions from distributable earnings, Class I

   

(3,360,754

)

   

(1,867,325

)

 

Distributions from distributable earnings, Class C(b)

   

     

(10,822

)

 

Distributions from distributable earnings, Class A

   

(2,624

)

   

(2,060

)

 

Decrease in net assets from distributions to shareholders

   

(3,596,180

)

   

(1,949,287

)

 

FROM CAPITAL SHARE TRANSACTIONS (NOTE 7):

 

Proceeds from shares sold

   

54,762,362

     

60,332,486

   

Shares issued in reinvestment of distributions

   

3,120,787

     

1,946,010

   

Payments for shares redeemed

   

(23,344,218

)

   

(20,726,297

)

 
Net increase (decrease) in net assets from capital share
transactions
   

34,538,931

     

41,552,199

   

TOTAL INCREASE (DECREASE) IN NET ASSETS

   

28,453,933

     

45,139,716

   

NET ASSETS:

 

Beginning of year

   

106,427,992

     

61,288,276

   

End of year

 

$

134,881,925

   

$

106,427,992

   

(b)  Effective April 27, 2021, Class C shares of the Credit Opportunities Fund were converted to Class I shares of the Fund, and Class C was abolished.

See Notes to Financial Statements.

www.arbitragefunds.com | 1-800-295-4485
60


Arbitrage Fund – Class R  Financial Highlights

Selected Per Share Data and Ratios for a Share Outstanding Throughout the Periods Presented:

   

Year Ended May 31,

 
   

2022

 

2021

 

2020

 

2019

 

2018

 
Net asset value,
beginning of period
 

$

13.11

   

$

13.04

   

$

12.92

   

$

12.65

   

$

13.06

   
Income (loss) from
investment operations
 

Net investment income (loss)(a)

   

(0.08

)

   

(0.01

)(b)

   

(0.05

)

   

(0.03

)(b)

   

0.05

   
Net realized and unrealized
gains (losses) on investments
and foreign currencies
   

(0.42

)

   

0.97

     

0.44

     

0.52

     

(0.01

)(b)

 
Total from investment
operations
   

(0.50

)

   

0.96

     

0.39

     

0.49

     

0.04

   

Less distributions

 

From net investment income

   

     

     

     

(0.06

)

   

(0.09

)

 

From net realized gains

   

(0.07

)

   

(0.89

)

   

(0.27

)

   

(0.16

)

   

(0.36

)

 

Total distributions

   

(0.07

)

   

(0.89

)

   

(0.27

)

   

(0.22

)

   

(0.45

)

 
Proceeds from redemption
fees collected
   

     

     

     

     

0.00

(c)

 

Net asset value, end of period

 

$

12.54

   

$

13.11

   

$

13.04

   

$

12.92

   

$

12.65

   

Total return(d)

   

(3.83

%)

   

7.58

%

   

3.07

%

   

3.89

%

   

0.31

%

 
Net assets, end of period
(in 000s)
 

$

77,866

   

$

97,909

   

$

98,715

   

$

163,349

   

$

222,309

   
RATIOS TO AVERAGE
NET ASSETS:
 

Gross expenses(e)

   

1.55

%

   

1.64

%

   

1.66

%

   

1.94

%

   

1.91

%

 
Net expenses after advisory
fees waived and expenses
reimbursed(e)(f)
   

1.49

%

   

1.58

%

   

1.63

%

   

1.93

%

   

1.90

%

 

Net investment income (loss)

   

(0.61

%)

   

(0.08

%)(b)

   

(0.36

%)

   

(0.20

%)(b)

   

0.41

%

 

Portfolio turnover rate

   

206

%

   

300

%

   

273

%

   

419

%

   

362

%

 

(a)  Per share amounts were calculated using average shares outstanding for the year.

(b)  The amount shown for a share outstanding throughout the period may not correlate with the Statement of Operations for the period due to timing of sales and redemptions of Fund shares in relation to income earned and/or fluctuating market value of the investments of the Fund.

(c)  Amount rounds to less than $0.01 per share.

(d)  Total return is a measure of the change in the value of an investment in the Fund over the years covered, which assumes any dividends or capital gains distributions are reinvested in shares of the Fund. Returns shown do not reflect the deduction of taxes a shareholder would pay on Fund distributions or the redemption of Fund shares.

(e)  Dividend expense totaled 0.01%, 0.00%, 0.15%, 0.46%, and 0.42% of average net assets for the years ended May 31, 2022, 2021, 2020, 2019 and 2018, respectively. Interest rebate expense and line of credit interest expense totaled 0.05%, 0.11%, 0.01%, 0.00% and 0.01% of average net assets for the years ended May 31, 2022, 2021, 2020, 2019 and 2018, respectively.

(f)  Excluding dividend and interest expenses, the Fund's net expenses after advisory fees waived and expenses reimbursed would have been 1.43%, 1.47%, 1.47%, 1.47%, and 1.47% of average net assets for the years ended May 31, 2022, 2021, 2020, 2019 and 2018, respectively.

See Notes to Financial Statements.

Annual Report | May 31, 2022
61


Arbitrage Fund – Class I  Financial Highlights

Selected Per Share Data and Ratios for a Share Outstanding Throughout the Periods Presented:

   

Year Ended May 31,

 
   

2022

 

2021

 

2020

 

2019

 

2018

 
Net asset value,
beginning of period
 

$

13.60

   

$

13.47

   

$

13.32

   

$

13.03

   

$

13.46

   
Income (loss) from
investment operations
 

Net investment income (loss)(a)

   

(0.05

)

   

0.02

     

(0.02

)

   

0.01

     

0.05

   
Net realized and unrealized
gains (losses) on investments
and foreign currencies
   

(0.43

)

   

1.00

     

0.45

     

0.54

     

0.01

   
Total from investment
operations
   

(0.48

)

   

1.02

     

0.43

     

0.55

     

0.06

   

Less distributions

 

From net investment income

   

     

     

(0.01

)

   

(0.10

)

   

(0.13

)

 

From net realized gains

   

(0.07

)

   

(0.89

)

   

(0.27

)

   

(0.16

)

   

(0.36

)

 

Total distributions

   

(0.07

)

   

(0.89

)

   

(0.28

)

   

(0.26

)

   

(0.49

)

 
Proceeds from redemption
fees collected
   

     

     

     

     

0.00

(b)

 

Net asset value, end of period

 

$

13.05

   

$

13.60

   

$

13.47

   

$

13.32

   

$

13.03

   

Total return(c)

   

(3.55

%)

   

7.87

%

   

3.27

%

   

4.21

%

   

0.50

%

 
Net assets, end of period
(in 000s)
 

$

1,459,176

   

$

1,449,309

   

$

1,243,838

   

$

1,546,542

   

$

1,510,598

   
RATIOS TO AVERAGE
NET ASSETS:
 

Gross expenses(d)

   

1.30

%

   

1.39

%

   

1.41

%

   

1.69

%

   

1.66

%

 
Net expenses after advisory
fees waived and expenses
reimbursed(d)(e)
   

1.24

%

   

1.33

%

   

1.38

%

   

1.68

%

   

1.65

%

 

Net investment income (loss)

   

(0.41

%)

   

0.16

%

   

(0.13

%)

   

0.06

%

   

0.35

%

 

Portfolio turnover rate

   

206

%

   

300

%

   

273

%

   

419

%

   

362

%

 

(a)  Per share amounts were calculated using average shares outstanding for the year.

(b)  Amount rounds to less than $0.01 per share.

(c)  Total return is a measure of the change in the value of an investment in the Fund over the years covered, which assumes any dividends or capital gains distributions are reinvested in shares of the Fund. Returns shown do not reflect the deduction of taxes a shareholder would pay on Fund distributions or the redemption of Fund shares.

(d)  Dividend expense totaled 0.01%, 0.00%, 0.15%, 0.46%, and 0.42% of average net assets for the years ended May 31, 2022, 2021, 2020, 2019 and 2018, respectively. Interest rebate expense and line of credit interest expense totaled 0.05%, 0.11%, 0.01%, 0.00% and 0.01% of average net assets for the years ended May 31, 2022, 2021, 2020, 2019 and 2018, respectively.

(e)  Excluding dividend and interest expenses, the Fund's net expenses after advisory fees waived and expenses reimbursed would have been 1.18%, 1.22%, 1.22%, 1.22%, and 1.22% of average net assets for the years ended May 31, 2022, 2021, 2020, 2019 and 2018, respectively.

See Notes to Financial Statements.

www.arbitragefunds.com | 1-800-295-4485
62


Arbitrage Fund – Class C  Financial Highlights

Selected Per Share Data and Ratios for a Share Outstanding Throughout the Periods Presented:

   

Year Ended May 31,

 
   

2022

 

2021

 

2020

 

2019

 

2018

 
Net asset value,
beginning of period
 

$

12.26

   

$

12.34

   

$

12.34

   

$

12.12

   

$

12.54

   
Income (loss) from
investment operations
 

Net investment loss(a)

   

(0.16

)

   

(0.10

)(b)

   

(0.14

)

   

(0.12

)(b)

   

(0.07

)(b)

 
Net realized and unrealized
gains (losses) on investments
and foreign currencies
   

(0.39

)

   

0.91

     

0.41

     

0.50

     

0.01

   
Total from investment
operations
   

(0.55

)

   

0.81

     

0.27

     

0.38

     

(0.06

)

 

Less distributions

 

From net investment income

   

     

     

     

     

(0.00

)(c)

 

From net realized gains

   

(0.07

)

   

(0.89

)

   

(0.27

)

   

(0.16

)

   

(0.36

)

 

Total distributions

   

(0.07

)

   

(0.89

)

   

(0.27

)

   

(0.16

)

   

(0.36

)

 

Net asset value, end of period

 

$

11.64

   

$

12.26

   

$

12.34

   

$

12.34

   

$

12.12

   

Total return(d)(e)

   

(4.51

%)

   

6.77

%

   

2.24

%

   

3.11

%

   

(0.45

%)

 
Net assets, end of period
(in 000s)
 

$

13,467

   

$

18,043

   

$

19,860

   

$

19,050

   

$

22,917

   
RATIOS TO AVERAGE
NET ASSETS:
 

Gross expenses(f)

   

2.30

%

   

2.39

%

   

2.41

%

   

2.69

%

   

2.66

%

 
Net expenses after advisory
fees waived and expenses
reimbursed(f)(g)
   

2.24

%

   

2.33

%

   

2.38

%

   

2.68

%

   

2.65

%

 

Net investment loss

   

(1.35

%)

   

(0.85

%)(b)

   

(1.16

%)

   

(0.94

%)(b)

   

(0.56

%)

 

Portfolio turnover rate

   

206

%

   

300

%

   

273

%

   

419

%

   

362

%

 

(a)  Per share amounts were calculated using average shares outstanding for the year.

(b)  The amount shown for a share outstanding throughout the period may not correlate with the Statement of Operations for the period due to timing of sales and redemptions of Fund shares in relation to income earned and/or fluctuating market value of the investments of the Fund.

(c)  Amount rounds to less than $0.01 per share.

(d)  Total return is a measure of the change in the value of an investment in the Fund over the years covered, which assumes any dividends or capital gains distributions are reinvested in shares of the Fund. Returns shown do not reflect the deduction of taxes a shareholder would pay on Fund distributions or the redemption of Fund shares.

(e)  Total return excludes sales charges, if any, and would be lower for the period presented if it reflected these charges.

(f)  Dividend expense totaled 0.01%, 0.00%, 0.15%, 0.46%, and 0.42% of average net assets for the years ended May 31, 2022, 2021, 2020, 2019 and 2018, respectively. Interest rebate expense and line of credit interest expense totaled 0.05%, 0.11%, 0.01%, 0.00% and 0.01% of average net assets for the years ended May 31, 2022, 2021, 2020, 2019 and 2018, respectively.

(g)  Excluding dividend and interest expenses, the Fund's net expenses after advisory fees waived and expenses reimbursed would have been 2.18%, 2.22%, 2.22%, 2.22%, and 2.22% of average net assets for the years ended May 31, 2022, 2021, 2020, 2019 and 2018, respectively.

See Notes to Financial Statements.

Annual Report | May 31, 2022
63


Arbitrage Fund – Class A  Financial Highlights

Selected Per Share Data and Ratios for a Share Outstanding Throughout the Periods Presented:

   

Year Ended May 31,

 
   

2022

 

2021

 

2020

 

2019

 

2018

 
Net asset value,
beginning of period
 

$

13.08

   

$

13.01

   

$

12.90

   

$

12.63

   

$

13.07

   
Income (loss) from
investment operations
 

Net investment income (loss)(a)

   

(0.09

)

   

(b)

   

(0.05

)

   

(0.02

)(c)

   

(b)

 
Net realized and unrealized
gains (losses) on investments
and foreign currencies
   

(0.40

)

   

0.96

     

0.43

     

0.52

     

0.02

   
Total from investment
operations
   

(0.49

)

   

0.96

     

0.38

     

0.50

     

0.02

   

Less distributions

 

From net investment income

   

     

     

     

(0.07

)

   

(0.10

)

 

From net realized gains

   

(0.07

)

   

(0.89

)

   

(0.27

)

   

(0.16

)

   

(0.36

)

 

Total distributions

   

(0.07

)

   

(0.89

)

   

(0.27

)

   

(0.23

)

   

(0.46

)

 

Net asset value, end of period

 

$

12.52

   

$

13.08

   

$

13.01

   

$

12.90

   

$

12.63

   

Total return(d)(e)

   

(3.77

%)

   

7.60

%

   

3.00

%

   

3.94

%

   

0.21

%

 
Net assets, end of period
(in 000s)
 

$

42,040

   

$

32,624

   

$

17,762

   

$

18,341

   

$

16,740

   
RATIOS TO AVERAGE
NET ASSETS:
 

Gross expenses(f)

   

1.55

%

   

1.64

%

   

1.66

%

   

1.94

%

   

1.91

%

 
Net expenses after advisory
fees waived and expenses
reimbursed(f)(g)
   

1.49

%

   

1.58

%

   

1.63

%

   

1.93

%

   

1.90

%

 

Net investment loss

   

(0.74

%)

   

(0.03

%)(c)

   

(0.40

%)

   

(0.19

%)(c)

   

(0.01

%)

 

Portfolio turnover rate

   

206

%

   

300

%

   

273

%

   

419

%

   

362

%

 

(a)  Per share amounts were calculated using average shares outstanding for the year.

(b)  Amount rounds to less than $0.01 per share.

(c)  The amount shown for a share outstanding throughout the period may not correlate with the Statement of Operations for the period due to timing of sales and redemptions of Fund shares in relation to income earned and/or fluctuating market value of the investments of the Fund.

(d)  Total return is a measure of the change in the value of an investment in the Fund over the years covered, which assumes any dividends or capital gains distributions are reinvested in shares of the Fund. Returns shown do not reflect the deduction of taxes a shareholder would pay on Fund distributions or the redemption of Fund shares.

(e)  Total return excludes sales charges, if any, and would be lower for the period presented if it reflected these charges.

(f)  Dividend expense totaled 0.01%, 0.00%, 0.15%, 0.46%, and 0.42% of average net assets for the years ended May 31, 2022, 2021, 2020, 2019 and 2018, respectively. Interest rebate expense and line of credit interest expense totaled 0.05%, 0.11%, 0.01%, 0.00%, and 0.01% of average net assets for the years ended May 31, 2022, 2021, 2020, 2019 and 2018, respectively.

(g)  Excluding dividend and interest expenses, the Fund's net expenses after advisory fees waived and expenses reimbursed would have been 1.43%, 1.47%, 1.47%, 1.47%, and 1.47% of average net assets for the years ended May 31, 2022, 2021, 2020, 2019 and 2018, respectively.

See Notes to Financial Statements.

www.arbitragefunds.com | 1-800-295-4485
64


Water Island Event-Driven Fund – Class R  Financial Highlights

Selected Per Share Data and Ratios for a Share Outstanding Throughout the Periods Presented:

   

Year Ended May 31,

 
   

2022

 

2021

 

2020

 

2019

 

2018

 
Net asset value,
beginning of period
 

$

11.38

   

$

9.97

   

$

9.47

   

$

9.46

   

$

9.34

   
Income (loss) from
investment operations
 

Net investment income (loss)(a)

   

(0.12

)

   

(0.05

)

   

0.01

     

0.07

     

0.06

   
Net realized and unrealized
gains (losses) on investments
and foreign currencies
   

(0.42

)

   

1.46

     

0.51

     

0.08

     

0.09

   
Total from investment
operations
   

(0.54

)

   

1.41

     

0.52

     

0.15

     

0.15

   

Less distributions

 

From net investment income

   

     

     

(0.02

)

   

(0.14

)

   

(0.03

)

 

Total distributions

   

     

     

(0.02

)

   

(0.14

)

   

(0.03

)

 
Proceeds from redemption
fees collected
   

     

     

     

     

0.00

(b)

 

Net asset value, end of period

 

$

10.84

   

$

11.38

   

$

9.97

   

$

9.47

   

$

9.46

   

Total return(c)

   

(4.75

%)

   

14.14

%

   

5.49

%

   

1.60

%

   

1.56

%

 
Net assets, end of period
(in 000s)
 

$

4,502

   

$

10,116

   

$

7,694

   

$

30,423

   

$

45,383

   
RATIOS TO AVERAGE
NET ASSETS:
 

Gross expenses(d)

   

1.78

%

   

1.98

%

   

2.11

%

   

2.58

%

   

2.59

%

 
Net expenses after advisory
fees waived and expenses
reimbursed or recouped(d)(e)
   

1.80

%

   

1.89

%

   

1.83

%

   

2.18

%

   

2.16

%

 

Net investment income (loss)

   

(1.08

%)

   

(0.51

%)

   

0.09

%

   

0.70

%

   

0.58

%

 

Portfolio turnover rate

   

217

%

   

320

%

   

397

%

   

504

%

   

421

%

 

(a)  Per share amounts were calculated using average shares outstanding for the year.

(b)  Amount rounds to less than $0.01 per share.

(c)  Total return is a measure of the change in the value of an investment in the Fund over the years covered, which assumes any dividends or capital gains distributions are reinvested in shares of the Fund. Returns shown do not reflect the deduction of taxes a shareholder would pay on Fund distributions or the redemption of Fund shares.

(d)  Dividend expense totaled 0.01%, 0.01%, 0.13%, 0.46%, and 0.44% of average net assets for the years ended May 31, 2022, 2021, 2020, 2019 and 2018, respectively. Interest rebate expense and line of credit interest expense totaled 0.10%, 0.19%, 0.01%, 0.03% and 0.03% of average net assets for the years ended May 31, 2022, 2021, 2020, 2019 and 2018, respectively.

(e)  Excluding dividend and interest expenses, the Fund's net expenses after advisory fees waived and expenses reimbursed or recouped would have been 1.69%, 1.69%, 1.69%, 1.69%, and 1.69% of average net assets for the years ended May 31, 2022, 2021, 2020, 2019 and 2018, respectively.

See Notes to Financial Statements.

Annual Report | May 31, 2022
65


Water Island Event-Driven Fund – Class I  Financial Highlights

Selected Per Share Data and Ratios for a Share Outstanding Throughout the Periods Presented:

   

Year Ended May 31,

 
   

2022

 

2021

 

2020

 

2019

 

2018

 
Net asset value,
beginning of period
 

$

11.47

   

$

10.05

   

$

9.54

   

$

9.53

   

$

9.43

   
Income (loss) from
investment operations
 

Net investment income (loss)(a)

   

(0.10

)

   

(0.03

)

   

0.02

     

0.09

     

0.04

   
Net realized and unrealized
gains (losses) on investments
and foreign currencies
   

(0.42

)

   

1.48

     

0.53

     

0.09

     

0.12

   
Total from investment
operations
   

(0.52

)

   

1.45

     

0.55

     

0.18

     

0.16

   

Less distributions

 

From net investment income

   

     

(0.03

)

   

(0.04

)

   

(0.17

)

   

(0.06

)

 

Total distributions

   

     

(0.03

)

   

(0.04

)

   

(0.17

)

   

(0.06

)

 
Proceeds from redemption
fees collected
   

     

     

     

     

0.00

(b)

 

Net asset value, end of period

 

$

10.95

   

$

11.47

   

$

10.05

   

$

9.54

   

$

9.53

   

Total return(c)

   

(4.53

%)

   

14.51

%

   

5.83

%

   

1.88

%

   

1.69

%

 
Net assets, end of period
(in 000s)
 

$

107,038

   

$

125,093

   

$

99,069

   

$

92,710

   

$

103,001

   
RATIOS TO AVERAGE
NET ASSETS:
 

Gross expenses(d)

   

1.53

%

   

1.73

%

   

1.86

%

   

2.33

%

   

2.34

%

 
Net expenses after advisory
fees waived and expenses
reimbursed or recouped(d)(e)
   

1.55

%

   

1.64

%

   

1.58

%

   

1.93

%

   

1.91

%

 

Net investment income (loss)

   

(0.86

%)

   

(0.24

%)

   

0.20

%

   

0.92

%

   

0.46

%

 

Portfolio turnover rate

   

217

%

   

320

%

   

397

%

   

504

%

   

421

%

 

(a)  Per share amounts were calculated using average shares outstanding for the year.

(b)  Amount rounds to less than $0.01 per share.

(c)  Total return is a measure of the change in the value of an investment in the Fund over the years covered, which assumes any dividends or capital gains distributions are reinvested in shares of the Fund. Returns shown do not reflect the deduction of taxes a shareholder would pay on Fund distributions or the redemption of Fund shares.

(d)  Dividend expense totaled 0.01%, 0.01%, 0.13%, 0.46%, and 0.44% of average net assets for the years ended May 31, 2022, 2021, 2020, 2019 and 2018, respectively. Interest rebate expense and line of credit interest expense totaled 0.10%, 0.19%, 0.01%, 0.03% and 0.03% of average net assets for the years ended May 31, 2022, 2021, 2020, 2019 and 2018, respectively.

(e)  Excluding dividend and interest expenses, the Fund's net expenses after advisory fees waived and expenses reimbursed or recouped would have been 1.44%, 1.44%, 1.44%, 1.44%, and 1.44% of average net assets for the years ended May 31, 2022, 2021, 2020, 2019 and 2018, respectively.

See Notes to Financial Statements.

www.arbitragefunds.com | 1-800-295-4485
66


Water Island Event-Driven Fund – Class A  Financial Highlights

Selected Per Share Data and Ratios for a Share Outstanding Throughout the Periods Presented:

   

Year Ended May 31,

 
   

2022

 

2021

 

2020

 

2019

 

2018

 
Net asset value,
beginning of period
 

$

11.36

   

$

9.97

   

$

9.46

   

$

9.46

   

$

9.35

   
Income (loss) from
investment operations
 

Net investment income (loss)(a)

   

(0.15

)

   

(0.06

)

   

(0.00

)(b)

   

0.06

     

0.04

   
Net realized and unrealized
gains (losses) on investments
and foreign currencies
   

(0.39

)

   

1.46

     

0.53

     

0.08

     

0.10

   
Total from investment
operations
   

(0.54

)

   

1.40

     

0.53

     

0.14

     

0.14

   

Less distributions

 

From net investment income

   

     

(0.01

)

   

(0.02

)

   

(0.14

)

   

(0.03

)

 

Total distributions

   

     

(0.01

)

   

(0.02

)

   

(0.14

)

   

(0.03

)

 

Net asset value, end of period

 

$

10.82

   

$

11.36

   

$

9.97

   

$

9.46

   

$

9.46

   

Total return(c)(d)

   

(4.75

%)

   

14.20

%

   

5.62

%

   

1.56

%

   

1.49

%

 
Net assets, end of period
(in 000s)
 

$

2,301

   

$

1,384

   

$

347

   

$

799

   

$

701

   
RATIOS TO AVERAGE
NET ASSETS:
 

Gross expenses(e)

   

1.77

%

   

2.00

%

   

2.11

%

   

2.58

%

   

2.59

%

 
Net expenses after advisory
fees waived and expenses
reimbursed or recouped(e)(f)
   

1.79

%

   

1.91

%

   

1.83

%

   

2.18

%

   

2.16

%

 

Net investment income (loss)

   

(1.35

%)

   

(0.59

%)

   

0.02

%

   

0.65

%

   

0.41

%

 

Portfolio turnover rate

   

217

%

   

320

%

   

397

%

   

504

%

   

421

%

 

(a)  Per share amounts were calculated using average shares outstanding for the year.

(b)  Amount rounds to less than $0.01 per share.

(c)  Total return excludes sales charges, if any, and would be lower for the period presented if it reflected these charges.

(d)  Total return is a measure of the change in the value of an investment in the Fund over the years covered, which assumes any dividends or capital gains distributions are reinvested in shares of the Fund. Returns shown do not reflect the deduction of taxes a shareholder would pay on Fund distributions or the redemption of Fund shares or the imposition of any sales load.

(e)  Dividend expense totaled 0.00%, 0.01%, 0.13%, 0.46%, and 0.44% of average net assets for the years ended May 31, 2022, 2021, 2020, 2019 and 2018, respectively. Interest rebate expense and line of credit interest expense totaled 0.10%, 0.21%, 0.01%, 0.03%, and 0.03% of average net assets for the years ended May 31, 2022, 2021, 2020, 2019 and 2018, respectively.

(f)  Excluding dividend and interest expenses, the Fund's net expenses after advisory fees waived and expenses reimbursed or recouped would have been 1.69%, 1.69%, 1.69%, 1.69%, and 1.69% of average net assets for the years ended May 31, 2022, 2021, 2020, 2019 and 2018, respectively.

See Notes to Financial Statements.

Annual Report | May 31, 2022
67


Water Island Credit Opportunities Fund – Class R  Financial Highlights

Selected Per Share Data and Ratios for a Share Outstanding Throughout the Periods Presented:

   

Year Ended May 31,

 
   

2022

 

2021

 

2020

 

2019

 

2018

 
Net asset value,
beginning of period
 

$

10.16

   

$

9.64

   

$

9.70

   

$

9.77

   

$

9.67

   
Income (loss) from
investment operations
 

Net investment income(a)

   

0.16

     

0.22

     

0.24

     

0.31

     

0.20

   
Net realized and unrealized
gains (losses) on investments
and foreign currencies
   

(0.33

)

   

0.54

     

(0.01

)

   

(0.07

)

   

0.12

   
Total from investment
operations
   

(0.17

)

   

0.76

     

0.23

     

0.24

     

0.32

   

Less distributions

 

From net investment income

   

(0.26

)

   

(0.24

)

   

(0.29

)

   

(0.31

)

   

(0.22

)

 

Total distributions

   

(0.26

)

   

(0.24

)

   

(0.29

)

   

(0.31

)

   

(0.22

)

 

Net asset value, end of period

 

$

9.73

   

$

10.16

   

$

9.64

   

$

9.70

   

$

9.77

   

Total return(b)

   

(1.74

%)

   

8.09

%

   

2.46

%

   

2.55

%

   

3.21

%

 
Net assets, end of period
(in 000s)
 

$

9,072

   

$

7,553

   

$

3,673

   

$

7,845

   

$

9,533

   
RATIOS TO AVERAGE
NET ASSETS:
 

Gross expenses(c)

   

1.62

%

   

1.77

%

   

1.96

%

   

2.10

%(d)

   

2.27

%

 
Net expenses after advisory
fees waived and expenses
reimbursed(c)(e)
   

1.32

%

   

1.32

%

   

1.35

%

   

1.59

%(d)

   

1.95

%

 

Net investment income

   

1.58

%

   

2.20

%

   

2.48

%

   

3.18

%(d)

   

2.09

%

 

Portfolio turnover rate

   

148

%

   

147

%

   

175

%

   

221

%

   

314

%

 

(a)  Per share amounts were calculated using average shares outstanding for the year.

(b)  Total return is a measure of the change in the value of an investment in the Fund over the years covered, which assumes any dividends or capital gains distributions are reinvested in shares of the Fund. Returns shown do not reflect the deduction of taxes a shareholder would pay on Fund distributions or the redemption of Fund shares.

(c)  Dividend expense totaled 0.01%, 0.01%, 0.07%, 0.29%, and 0.42% of average net assets for the years ended May 31, 2022, 2021, 2020, 2019 and 2018, respectively. Interest rebate expense and line of credit interest expense totaled 0.08%, 0.08%, 0.05%, 0.01% and 0.03% of average net assets for the years ended May 31, 2022, 2021, 2020, 2019 and 2018, respectively.

(d)  Effective August 6, 2018, the investment adviser reduced the advisory fee paid by the Fund and agreed to increase the expense reimbursements it provides to the Fund by contractually limiting the Fund's total expenses (other than certain expenses noted in the Notes to Financial Statements) to 1.23% for Class R shares. Prior to August 6, 2018, the expense limitation had been 1.50%.

(e)  Excluding dividend and interest expenses, the Fund's net expenses after advisory fees waived and expenses reimbursed would have been 1.23%, 1.23%, 1.23%, 1.29%, and 1.50% of average net assets for the years ended May 31, 2022, 2021, 2020, 2019 and 2018, respectively.

See Notes to Financial Statements.

www.arbitragefunds.com | 1-800-295-4485
68


Water Island Credit Opportunities Fund – Class I  Financial Highlights

Selected Per Share Data and Ratios for a Share Outstanding Throughout the Periods Presented:

   

Year Ended May 31,

 
   

2022

 

2021

 

2020

 

2019

 

2018

 
Net asset value,
beginning of period
 

$

10.12

   

$

9.60

   

$

9.65

   

$

9.73

   

$

9.65

   
Income (loss) from
investment operations
 

Net investment income(a)

   

0.18

     

0.24

     

0.26

     

0.34

     

0.23

   
Net realized and unrealized
gains (losses) on investments
and foreign currencies
   

(0.33

)

   

0.55

     

0.01

(b)

   

(0.08

)

   

0.11

   
Total from investment
operations
   

(0.15

)

   

0.79

     

0.27

     

0.26

     

0.34

   

Less distributions

 

From net investment income

   

(0.28

)

   

(0.27

)

   

(0.32

)

   

(0.34

)

   

(0.26

)

 

Total distributions

   

(0.28

)

   

(0.27

)

   

(0.32

)

   

(0.34

)

   

(0.26

)

 

Net asset value, end of period

 

$

9.69

   

$

10.12

   

$

9.60

   

$

9.65

   

$

9.73

   

Total return(c)

   

(1.51

%)

   

8.29

%

   

2.82

%

   

2.70

%

   

3.61

%

 
Net assets, end of period
(in 000s)
 

$

125,705

   

$

98,777

   

$

56,869

   

$

49,795

   

$

36,207

   
RATIOS TO AVERAGE
NET ASSETS:
 

Gross expenses(d)

   

1.37

%

   

1.52

%

   

1.71

%

   

1.85

%(e)

   

2.02

%

 
Net expenses after advisory
fees waived and expenses
reimbursed(d)(f)
   

1.07

%

   

1.07

%

   

1.10

%

   

1.32

%(e)

   

1.70

%

 

Net investment income

   

1.84

%

   

2.44

%

   

2.73

%

   

3.51

%(e)

   

2.34

%

 

Portfolio turnover rate

   

148

%

   

147

%

   

175

%

   

221

%

   

314

%

 

(a)  Per share amounts were calculated using average shares outstanding for the year.

(b)  The amount shown for a share outstanding throughout the period may not correlate with the Statement of Operations for the period due to timing of sales and redemptions of Fund shares in relation to income earned and/or fluctuating market value of the investments of the Fund.

(c)  Total return is a measure of the change in the value of an investment in the Fund over the years covered, which assumes any dividends or capital gains distributions are reinvested in shares of the Fund. Returns shown do not reflect the deduction of taxes a shareholder would pay on Fund distributions or the redemption of Fund shares.

(d)  Dividend expense totaled 0.01%, 0.01%, 0.07%, 0.29%, and 0.42% of average net assets for the years ended May 31, 2022, 2021, 2020, 2019 and 2018, respectively. Interest rebate expense and line of credit interest expense totaled 0.08%, 0.08%, 0.05%, 0.01% and 0.03% of average net assets for the years ended May 31, 2022, 2021, 2020, 2019 and 2018, respectively.

(e)  Effective August 6, 2018, the investment adviser reduced the advisory fee paid by the Fund and agreed to increase the expense reimbursements it provides to the Fund by contractually limiting the Fund's total expenses (other than certain expenses noted in the Notes to Financial Statements) to 0.98% for Class I shares. Prior to August 6, 2018, the expense limitation had been 1.25%.

(f)  Excluding dividend and interest expenses, the Fund's net expenses after advisory fees waived and expenses reimbursed would have been 0.98%, 0.98%, 0.98%, 1.02%, and 1.25% of average net assets for the years ended May 31, 2022, 2021, 2020, 2019 and 2018, respectively.

See Notes to Financial Statements.

Annual Report | May 31, 2022
69


Water Island Credit Opportunities Fund – Class A  Financial Highlights

Selected Per Share Data and Ratios for a Share Outstanding Throughout the Periods Presented:

   

Year Ended May 31,

 
   

2022

 

2021

 

2020

 

2019

 

2018

 
Net asset value,
beginning of period
 

$

10.12

   

$

9.60

   

$

9.65

   

$

9.73

   

$

9.66

   
Income (loss) from
investment operations
 

Net investment income(a)

   

0.16

     

0.22

     

0.23

     

0.31

     

0.17

   
Net realized and unrealized
gains (losses) on investments
and foreign currencies
   

(0.33

)

   

0.54

     

0.01

(b)

   

(0.08

)

   

0.14

   
Total from investment
operations
   

(0.17

)

   

0.76

     

0.24

     

0.23

     

0.31

   

Less distributions

 

From net investment income

   

(0.26

)

   

(0.24

)

   

(0.29

)

   

(0.31

)

   

(0.24

)

 

Total distributions

   

(0.26

)

   

(0.24

)

   

(0.29

)

   

(0.31

)

   

(0.24

)

 

Net asset value, end of period

 

$

9.69

   

$

10.12

   

$

9.60

   

$

9.65

   

$

9.73

   

Total return(c)(d)

   

(1.76

%)

   

8.02

%

   

2.56

%

   

2.45

%

   

3.10

%

 
Net assets, end of period
(in 000s)
 

$

105

   

$

97

   

$

88

   

$

121

   

$

153

   
RATIOS TO AVERAGE
NET ASSETS:
 

Gross expenses(e)

   

1.62

%

   

1.77

%

   

1.96

%

   

2.10

%(f)

   

2.27

%

 
Net expenses after advisory
fees waived and expenses
reimbursed(e)(g)
   

1.32

%

   

1.32

%

   

1.35

%

   

1.58

%(f)

   

1.95

%

 

Net investment income

   

1.59

%

   

2.21

%

   

2.37

%

   

3.24

%(f)

   

1.81

%

 

Portfolio turnover rate

   

148

%

   

147

%

   

175

%

   

221

%

   

314

%

 

(a)  Per share amounts were calculated using average shares outstanding for the year.

(b)  The amount shown for a share outstanding throughout the period may not correlate with the Statement of Operations for the period due to timing of sales and redemptions of Fund shares in relation to income earned and/or fluctuating market value of the investments of the Fund.

(c)  Total return is a measure of the change in the value of an investment in the Fund over the years covered, which assumes any dividends or capital gains distributions are reinvested in shares of the Fund. Returns shown do not reflect the deduction of taxes a shareholder would pay on Fund distributions or the redemption of Fund shares or the imposition of any sales load.

(d)  Total return excludes sales charges, if any, and would be lower for the period presented if it reflected these charges.

(e)  Dividend expense totaled 0.01%, 0.01%, 0.07%, 0.29%, and 0.42% of average net assets for the years ended May 31, 2022, 2021, 2020, 2019 and 2018, respectively. Interest rebate expense and line of credit interest expense totaled 0.08%, 0.08%, 0.05%, 0.01%, and 0.03% of average net assets for the years ended May 31, 2022, 2021, 2020, 2019 and 2018, respectively.

(f)  Effective August 6, 2018, the investment adviser reduced the advisory fee paid by the Fund and agreed to increase the expense reimbursements it provides to the Fund by contractually limiting the Fund's total expenses (other than certain expenses noted in the Notes to Financial Statements) to 1.23% for Class A shares. Prior to August 6, 2018, the expense limitation had been 1.50%.

(g)  Excluding dividend and interest expenses, the Fund's net expenses after advisory fees waived and expenses reimbursed would have been 1.23%, 1.23%, 1.23%, 1.28%, and 1.50% of average net assets for the years ended May 31, 2022, 2021, 2020, 2019 and 2018, respectively.

See Notes to Financial Statements.

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70


The Arbitrage Funds  Notes to Financial Statements

May 31, 2022

1. ORGANIZATION

The Arbitrage Funds (the "Trust") is a Delaware statutory trust, which was organized on December 22, 1999 and is registered under the Investment Company Act of 1940, as amended (the "1940 Act"), as an open-end management investment company issuing its shares in series. Each series represents a distinct portfolio with its own investment objective and policies. The three series presently authorized are the Arbitrage Fund (the "Arbitrage Fund"), the Water Island Event-Driven Fund (the "Event-Driven Fund") and the Water Island Credit Opportunities Fund (the "Credit Opportunities Fund"), each a "Fund" and collectively the "Funds". The Arbitrage Fund and the Credit Opportunities Fund are each a diversified series of the Trust. The Event-Driven Fund is a non-diversified series of the Trust. Water Island Capital, LLC acts as the Funds' investment adviser (the "Adviser"). The Adviser is responsible for overseeing the management and business affairs of the Funds, and has discretion to purchase and sell securities in accordance with the Funds' objectives, policies, and restrictions, subject to the authority of and supervision by the Trust's Board of Trustees (the "Board"). The Adviser continuously reviews, supervises, and administers the Funds' investment programs. The Funds, together with the series of AltShares Trust, an open-end management investment company also advised by the Adviser, are part of a family of investment companies referred to as the Water Island Capital-Advised Funds.

   

Commencement of Operations

 

Fund

 

Class R shares

 

Class I shares

 

Class C shares

 

Class A shares

 

Arbitrage Fund

 

September 18, 2000

 

October 17, 2003

 

June 1, 2012

 

June 1, 2013

 

Event-Driven Fund

 

October 1, 2010

 

October 1, 2010

 

N/A

 

June 1, 2013

 
Credit Opportunities
Fund
 

October 1, 2012

 

October 1, 2012

 

N/A

 

June 1, 2013

 

The investment objective of the Arbitrage Fund is to seek to achieve capital growth by engaging in merger arbitrage. The investment objective of the Event-Driven Fund is to seek to achieve capital growth by investing in companies that are impacted by corporate events such as mergers, acquisitions, asset sales, restructurings, refinancings, recapitalizations, reorganizations, or other special situations. The investment objective of the Credit Opportunities Fund is to seek to provide current income and capital growth by investing primarily in debt securities impacted by catalysts and events such as mergers, acquisitions, debt maturities, refinancings, regulatory changes, recapitalizations, reorganizations, restructurings, and other special situations.

The Arbitrage Fund's four classes of shares, Class R, Class I, Class C and Class A, and the Event-Driven Fund's and Credit Opportunities Fund's three classes of shares, Class R, Class I and Class A, represent interests in the same portfolio of investments and have the same rights, but differ primarily in the expenses to which they are subject and the investment eligibility requirements. Class R shares, Class C shares and Class A shares are subject to an annual distribution and servicing fee of up to 0.25%, 1.00% and 0.25%, respectively, of each Fund's average daily net assets attributable to Class R shares, Class C shares and Class A shares, respectively, whereas Class I shares are not subject to any distribution and servicing fees. Class C shares are also subject to a 1.00% contingent deferred sales charge on all purchases redeemed within 12 months of purchase. Class A shares of the Arbitrage Fund are sold subject to a maximum front-end sales load equal to 2.75% of the offering price and are also subject to a 1.00% contingent deferred sales load on purchases at or above $250,000, purchased without a front-end sales charge and redeemed within 18 months of purchase. Class A shares of the Event-Driven Fund and the Credit Opportunities Fund are sold subject to a maximum front-end sales load equal to 3.25% of the offering price and are also subject to a 1.00% contingent deferred sales load on purchases at or above $250,000 purchased without a front-end sales charge and redeemed within 18 months of purchase.

Annual Report | May 31, 2022
71


The Arbitrage Funds  Notes to Financial Statements (continued)

May 31, 2022

2. SIGNIFICANT ACCOUNTING POLICIES

The following is a summary of significant accounting policies followed by the Funds. These policies are in conformity with U.S. generally accepted accounting principles ("GAAP"). The Funds are considered investment companies for financial reporting purposes under GAAP and Accounting Standards Codification Topic 946 — Financial Services — Investment Companies.

In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform, which provide optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions which are affected by reference rate reform if certain criteria are met. Such provisions are elective and apply to all entities as of March 12, 2020 through December 31, 2022, subject to meeting certain criteria, that have transactions that reference the London Interbank Offered Rate ("LIBOR") or another reference rate that are discontinued because of reference rate reform. ASU 2020-04 had no impact on the Funds during the current reporting period.

In July 2017, the Financial Conduct Authority, the United Kingdom's financial regulatory body, announced that after 2021 it will cease its active encouragement of banks to provide quotations needed to sustain the LIBOR rate, which means that the LIBOR rate may no longer be published after 2021. The elimination of London Inter-Bank Offered Rate (LIBOR), among other "inter-bank offered" reference rates, may adversely affect the interest rates on, and value of, certain Fund investments for which the value is tied to LIBOR. The U.K. Financial Conduct Authority and the ICE Benchmark Administration have announced that most LIBOR settings will no longer be published after December 31, 2021 and a majority of U.S. dollar LIBOR settings will cease publication after June 30, 2023. It's possible that a subset of LIBOR settings will be published after these dates on a "synthetic" basis, but any such publications would be considered non-representative of the underlying market. Markets are slowly developing in response to these new reference rates. Uncertainty related to the liquidity impact of the change in rates, and how to appropriately adjust these rates at the time of transition, poses risks for the Funds. These risks are likely to persist until new reference rates and fallbacks for both legacy and new instruments and contracts are commercially accepted, and market practices become settled. Alternatives to LIBOR have been established or are in development in most major currencies, including the Secured Overnight Financing Rate (SOFR) that is intended to replace U.S. dollar LIBOR.

In October 2020, the SEC adopted new regulations governing the use of derivatives by registered investment companies. Rule 18f-4 under the 1940 Act will impose limits on the amount of derivatives a fund could enter into, eliminate the asset segregation framework currently used by funds to comply with Section 18 of the 1940 Act, and in addition to these and other requirements, require funds to maintain a derivatives risk management program and appoint a derivatives risk manager. The Funds will not be required to comply with Rule 18f-4 until August 19, 2022. Management expects that the adoption of this rule will not have a material impact on the Funds' financial statements.

In December 2020, the SEC adopted Rule 2a-5 under the 1940 Act, which is intended to address valuation practices and the role of a fund's board with respect to the fair value of the investments of a registered investment company or business development company. Rule 2a-5, among other things, establishes an updated regulatory framework for registered investment company valuation practices. The Funds will not be required to comply with Rule 2a-5 until September 2022. Management expects that the adoption of this rule will not have a material impact on the Funds' financial statements.

Use of Estimates — The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and

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The Arbitrage Funds  Notes to Financial Statements (continued)

May 31, 2022

liabilities at the date of the financial statements and the reported amounts of increases and decreases in net assets from operations during the reporting period. Actual results could differ from those estimates.

Valuation of Investments — The Funds' portfolio securities are valued as of the close of trading of the New York Stock Exchange ("NYSE") (normally 4:00 p.m., Eastern standard time). Common stocks, mutual funds and other securities, including open short positions that are traded on a securities exchange, are valued at the last quoted sales price at the close of regular trading on the day the valuation is made. Securities which are quoted by NASDAQ are valued at the NASDAQ Official Closing Price. Price information on listed stocks is taken from the exchange where the security is primarily traded. Redeemable securities issued by open-end investment companies are valued at the investment company's respective net asset value, with the exception of exchange-traded open-end investment companies, which are priced as common stocks. Market quotations of foreign securities from the principal markets in which they trade may not be reliable if events or circumstances that may affect the value of portfolio securities occur between the time of the market quotation and the close of trading on the NYSE. If a significant event that affects the valuation of a foreign security occurs between the close of a foreign security's primary exchange and the time the Funds calculate their net asset value ("NAV"), the Funds will fair value the foreign security to account for this discrepancy. Securities which are listed on an exchange but which are not traded on the valuation date will be valued at last bid if held long, and last ask if held short. Put and call options and securities traded in the over-the-counter market are valued at the mean of the most recent bid and ask prices. Foreign currency forward contracts are valued at the current day's interpolated foreign exchange rate, as calculated using the current day's spot rate, and the thirty, sixty, ninety and one-hundred eighty day forward rates provided by an independent source.

Debt securities are priced based upon an evaluated bid provided by independent, third-party pricing agents, if available. The third-party pricing agents may also value debt securities at an evaluated bid price by employing methodologies that utilize actual market transactions, broker-supplied valuations, or other methodologies designed to identify the market value for such securities. Unlisted securities for which market quotations are readily available are valued at the latest quoted bid price. Single name swap agreements are valued based on the underlying terms of the agreement. Other swap agreements (such as baskets of securities) are valued daily based on the terms of the swap agreement as provided by an independent third party or the counterparty. If a third-party valuation is not available, these other swap agreements are valued based on the valuation provided by the counterparty.

Other assets and securities for which no quotations are readily available are valued at fair value using methods determined in good faith by the Pricing Committee, which is under the supervision of the Board. Some of the more common reasons that may necessitate that a security be valued at fair value include: the security's trading has been halted or suspended; the security has been delisted from a national exchange; the security's primary trading market is temporarily closed at a time when under normal conditions it would be open; the security has been acquired through completion of a merger/tender or the security's primary pricing source is not able or willing to provide a price. Such methods of fair valuation may include, but are not limited to: multiple of earnings, multiple of book value, discount from market of a similar freely traded security, purchase price of a security, subsequent private transactions in the security or related securities, or a combination of these and other factors. Foreign securities are translated from the local currency into U.S. dollars using currency exchange rates supplied by a quotation service.

Annual Report | May 31, 2022
73


The Arbitrage Funds  Notes to Financial Statements (continued)

May 31, 2022

Fair Value Measurements — In accordance with the authoritative guidance on fair value measurements under GAAP, the Funds disclose fair value of their investments in a hierarchy that prioritizes the inputs to valuation techniques used to measure the fair value. The objective of a fair value measurement is to determine the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (an exit price). Accordingly, the fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The guidance establishes three levels of the fair value hierarchy as follows:

Level 1 — Unadjusted quoted prices in active markets for identical, unrestricted assets or liabilities that the Funds have the ability to access at the measurement date;

Level 2 — Observable inputs other than quoted prices included in Level 1 that are observable (either directly or indirectly) for substantially the full term of the asset or liability; and

Level 3 — Unobservable inputs for the asset or liability, to the extent relevant observable inputs are not available, representing each Fund's own assumption about the assumptions a market participant would use in valuing the asset or liability, and would be based on the best information available.

Investments are classified within the level of the lowest significant input considered in determining fair value. Investments classified within Level 3, whose fair value measurement considers several inputs, may include Level 1 or Level 2 inputs as components of the overall fair value measurement. The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.

For the year ended May 31, 2022, there were no significant changes to the Funds' fair value methodologies. Transfers for Level 3 securities, if any, are shown as part of the leveling table in each Fund's Portfolio of Investments.

The availability of observable inputs can vary from security to security and is affected by a wide variety of factors, including, but not limited to, the type of security, whether the security is new and not yet established in the marketplace, the liquidity of markets, and other characteristics particular to the security. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised in determining fair value is generally greatest for instruments categorized in Level 3. Due to the inherent uncertainty of valuation, the determination of values may differ significantly from values that would have been realized had a ready market for investments existed, and the differences could be material.

Share Valuation and Redemption Fees — The net asset value per share of each class of shares of the Funds is calculated daily by dividing the total value of a Fund's assets attributable to that class, less liabilities attributable to that class, by the number of shares of that class outstanding. The offering price and redemption price per share of each class of each Fund is equal to the net asset value per share. The Trust does not impose a redemption fee on the sale of a Fund's shares.

Security Transactions — Security transactions are accounted for on trade date. Gains and losses on securities sold are determined on a specific identification basis.

Short Positions — The Funds may sell securities short for economic hedging purposes. Subsequent fluctuations in the market prices of securities sold short may require purchasing the

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The Arbitrage Funds  Notes to Financial Statements (continued)

May 31, 2022

securities at prices which may differ from the market value reflected on the Portfolio of Investments. The Funds are liable for any dividends and interest payable on securities while those securities are in a short position. As collateral for their short positions, the Funds are required under the 1940 Act to maintain assets consisting of cash, cash equivalents or liquid securities. The amount of the collateral is required to be adjusted daily to reflect changes in the value of the securities sold short. The Funds are charged an interest rebate expense by the prime broker on securities sold short. The interest rebate expense is charged for the duration of time that a security is sold short and is shown on the Statements of Operations.

Collateral — The Funds maintain a margin account with a broker that is used to hold proceeds received from short sales as well as daily mark-to-market adjustments. The balance is shown in the Statement of Assets and Liabilities as 'Deposits with brokers for securities sold short'. Further, both short sales and swap contracts require the Funds to maintain additional collateral with the broker/counterparty and to pledge assets or cash which is held in a segregated tri-party account. Securities pledged as collateral are designated in the Schedule of Investments and cash collateral as 'Segregated cash for collateral' in the Statement of Assets and Liabilities.

Derivative Instruments and Hedging Activities — The following discloses the Funds' use of derivative instruments and hedging activities.

The Funds' investment objectives not only permit the Funds to purchase investment securities, but they also allow certain Funds to enter into various types of derivative contracts, including, but not limited to, swap contracts, forward foreign currency exchange contracts, and purchased and written option contracts. In doing so, the Funds will employ strategies in differing combinations to permit them to increase, decrease, or change the level or types of exposure to market factors. Central to those strategies are features inherent to derivatives that make them more attractive for this purpose than equity or debt securities: they require little or no initial cash investment; they can focus exposure on only certain selected risk factors; and they may not require the ultimate receipt or delivery of the underlying security (or securities) to satisfy the contract. This may allow the Funds to pursue their objectives more quickly and efficiently than if they were to make direct purchases or sales of securities capable of effecting a similar response to market factors. The Funds may, but are not required to, seek to reduce their currency risk by hedging part or all of their exposure to various foreign currencies.

Market Risk Factors: In pursuit of their investment objectives, the Funds may seek to use derivatives to increase or decrease their exposure to the following market risk factors:

Equity Risk: Equity risk relates to the change in value of equity securities as they relate to increases or decreases in the general market. Investments in securities issued by small and medium capitalization companies tend to be less liquid and more volatile than stocks of companies with relatively large market capitalizations. To the extent a Fund invests in securities of small and medium capitalization companies, it may be more vulnerable to adverse business events than larger, more established companies.

Interest Rate Risk: Interest rate risk refers to the fluctuations in value of fixed-income securities resulting from the inverse relationship between price and yield. For example, an increase in general interest rates will tend to reduce the market value of fixed income investments, and a decline in general interest rates will tend to increase the value of such investments. In addition, debt securities with longer maturities, which tend to have higher yields, are subject to potentially greater fluctuations in value from changes in interest rates than obligations with shorter maturities.

Annual Report | May 31, 2022
75


The Arbitrage Funds  Notes to Financial Statements (continued)

May 31, 2022

Foreign Exchange Rate Risk: Foreign exchange rate risk relates to the change in the U.S. dollar value of a security held that is denominated in a foreign currency. The value of a foreign currency denominated security will decrease as the dollar appreciates against the currency, while the value of the foreign currency denominated security will increase as the dollar depreciates against the currency. Adverse changes in exchange rates may erode or reverse any gains produced by foreign currency denominated investments and may widen any losses.

Credit Risk: Credit risk relates to the ability of the issuer to meet interest and principal payments, or both, as they come due. In general, lower-grade, higher-yield bonds are subject to credit risk to a greater extent than lower-yield, higher-quality bonds.

The extent of the impact of the novel coronavirus ("COVID-19") outbreak on the financial performance of the Funds continues to depend on developments, including duration and spread of the outbreak, related advisories and restrictions, and the impact of COVID-19 on the financial markets and the overall economy, all of which are highly uncertain and cannot be predicted. Adverse market conditions may be prolonged and may not have the same impact on all types of securities. These disruptions could prevent a Fund from executing advantageous investment decisions in a timely manner and could negatively impact the Fund's ability to achieve its investment objective. If the financial markets and/or the overall economy continue to be impacted for an extended period of time, the Funds' results of operations may be materially adversely affected.

Market Disruption Risks Related to Russia-Ukraine Conflict: Russia's invasion of Ukraine in late February 2022, the resulting responses of various countries, the European Union and NATO to Russia's actions (including potential further sanctions), the potential for military escalation and other corresponding events, including potential retaliatory actions (including cyberattacks) by Russia, have had, and could continue to have, severe negative effects on regional and global economic and financial markets, including increased volatility, reduced liquidity and overall uncertainty. The negative impact may be particularly acute in certain sectors including, but not limited to, energy, financials, commodities, engineering and defense. This could negatively affect Fund performance and the value of an investment in the Funds, even beyond any direct investment exposure the Funds may have to Russian issuers or the adjoining geographic regions.

Risk of Investing in Derivatives: The Funds' use of derivatives can result in losses due to unanticipated changes in the market risk factors and the overall market. In instances where the Funds are using derivatives to decrease or hedge exposures to market risk factors for securities held by the Funds, there are also risks that those derivatives may not perform as expected, resulting in losses for the combined or hedged positions.

Derivatives may have little or no initial cash investment relative to their market value exposure and therefore can produce significant gains or losses in excess of their cost. This use of embedded leverage allows the Funds to increase their market value exposure relative to their net assets and can substantially increase the volatility of the Funds' performance.

Additional associated risks from investing in derivatives also exist and potentially could have significant effects on the valuation of the derivative instruments and the Funds. Typically, the associated risks are not the risks that the Funds are attempting to increase or decrease exposure to, per their investment objectives, but are the additional risks from investing in derivatives.

Examples of these associated risks are liquidity risk, which is the risk that the Funds will not be able to sell the derivative in the open market in a timely manner, and counterparty credit risk,

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The Arbitrage Funds  Notes to Financial Statements (continued)

May 31, 2022

which is the risk that the counterparty to a transaction will not fulfill its obligation to the Funds. Associated risks can be different for each type of derivative and are discussed by derivative type in the notes that follow.

Option Writing/Purchasing: Certain Funds may write or purchase option contracts to adjust risk and return of their overall investment positions. When a Fund writes or purchases an option, an amount equal to the premium received or paid by the Fund is recorded as a liability or an asset and is subsequently adjusted to the current market value of the option written or purchased. Premiums received or paid from writing or purchasing options that expire unexercised are treated by the Fund on the expiration date as realized gains or losses. The difference between the premium and the amount paid or received on effecting a closing purchase or sale transaction, including brokerage commissions, is also treated as a realized gain or loss. If an option is exercised, the premium paid or received is added to the cost of the purchase or proceeds from the sale in determining whether the Fund has realized a gain or loss on investment transactions. Risks from entering into option transactions arise from the potential inability of counterparties to meet the terms of the contracts, the potential inability to enter into closing transactions because of an illiquid secondary market and from unexpected movements in security values.

Options held by the Funds at May 31, 2022 are disclosed in the Portfolio of Investments.

During the period ended May 31, 2022, the Funds engaged in option writing/purchasing to limit volatility and correlation and to create income and optionality. The maximum potential amount of future payments (undiscounted) that a fund as a writer of put options could be required to make is equal to the notional amount multiplied by the exercise price as shown in the Schedule of Investments.

Foreign Currency Exchange Contracts: The Funds may enter into forward foreign currency exchange contracts as a way of managing foreign exchange rate risk. The Funds may enter into these contracts for the purchase or sale of a specific foreign currency at a fixed price on a future date as a hedge or cross-hedge against either specific transactions or portfolio positions. The objective of the Funds' foreign currency hedging transactions is to reduce risk that the U.S. dollar value of the Funds' securities denominated in foreign currency will decline in value due to changes in foreign currency exchange rates.

Foreign currency exchange contracts held by the Funds at May 31, 2022 are disclosed in the Portfolio of Investments.

During the period ended May 31, 2022, the Funds entered into foreign currency exchange contracts to hedge currency risk.

Warrants/Rights: Each Fund may purchase or otherwise receive warrants or rights. Warrants and rights generally give the holder the right to receive, upon exercise, a security of the issuer at a set price. The Funds typically use warrants and rights in a manner similar to their use of purchased options on securities, as described in the Options Writing/Purchasing section above. Risks associated with the use of warrants and rights are generally similar to risks associated with the use of purchased options. However, warrants and rights often do not have standardized terms, and may have longer maturities and may be less liquid than exchange-traded options. In addition, the terms of warrants or rights may limit each Fund's ability to exercise the warrants or rights at such times and in such quantities as each Fund would otherwise wish. Warrants and rights generally pay no dividends and confer no voting or other rights other than to purchase the underlying security.

Annual Report | May 31, 2022
77


The Arbitrage Funds  Notes to Financial Statements (continued)

May 31, 2022

Warrants/rights held by the Funds at May 31, 2022 are disclosed in the Portfolio of Investments.

During the period ended May 31, 2022, the Funds held warrants/rights as a result of receiving them from completed deals, and to participate in investment opportunities.

Swaps: Certain Funds may enter into interest rate, index, equity, total return and credit default swap agreements, for hedging and non-hedging purposes. These transactions would be entered into in an attempt to obtain a particular return when it is considered desirable to do so, possibly at a lower cost to a Fund than if the Fund had invested directly in the asset that yielded the desired return. Swap agreements may be executed in a multilateral or other trade facility program, such as a registered exchange ("centrally cleared swaps") or may be privately negotiated in the over-the-counter market. The duration of a swap agreement typically ranges from a few weeks to more than one year. In a standard swap transaction, two parties agree to exchange the returns (or differentials in rates of return) earned or realized on particular predetermined investments or instruments, which may be adjusted for an interest factor. The gross returns to be exchanged or "swapped" between the parties are generally calculated with respect to a "notional amount" (i.e., the return on or increase in value of a particular dollar amount invested at a particular interest rate, a particular security, in a particular foreign currency, or in a "basket" of securities representing a particular index). In a centrally cleared swap, immediately following execution of the swap agreement, the swap agreement is novated to a central counterparty (the "CCP") and the Fund's counterparty on the swap agreement becomes the CCP.

Total return swap agreements are contracts in which one party agrees to make periodic payments based on the change in market value of underlying assets, which may include a specified security, basket of securities, defined portfolios of bonds, loans and mortgages, or securities indexes during the specified period in return for periodic payments based on a fixed or variable interest rate or the total return from other underlying assets or indices. Total return swap agreements may be used to obtain exposure to a security or market index without owning or taking physical custody of such security or component securities of a market index. Total return swap agreements may effectively add leverage to a Fund's portfolio because, in addition to its total net assets, the Fund would be subject to investment exposure on the notional amount of the swap. Total return swaps are a mechanism for the user to accept the economic benefits of asset ownership without utilizing the balance sheet. The other leg of the swap, usually an identified reference rate such as the Secured Overnight Financing Rate ("SOFR") or the federal funds rate, is spread to reflect the non-balance sheet nature of the product. Total return swaps can be designed with any underlying asset agreed upon between two parties. Typically no notional amounts are exchanged with total return swaps. Total return swap agreements entail the risk that a party will default on its payment obligations to a Fund thereunder. Swap agreements also entail the risk that a Fund will not be able to meet its obligation to the counterparty. Generally, a Fund will enter into total return swaps on a net basis (i.e., the two payment streams are netted out with the Fund receiving or paying, as the case may be, only the net amount of the two payments). The Funds will typically enter into agreements based on either long or short exposure to underlying equities. To help mitigate against default risk by the counterparties these agreements are reset monthly, with cashflows exchanged based on the change in the value of the underlying equity from either the opening price or the last reset price, netted against the interest leg of the swap.

Most swap agreements entered into by a Fund calculate the obligations of the parties to the agreement on a "net basis." Consequently, a Fund's current obligations (or rights) under a swap agreement will generally be equal only to the net present value of amounts to be paid or received

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The Arbitrage Funds  Notes to Financial Statements (continued)

May 31, 2022

under the agreement based on the relative values of the positions held by each party to the agreement (the "net amount"). A Fund's current obligations under a swap agreement will be accrued daily (offset against amounts owed to the Fund), and any accrued but unpaid net amounts owed to a swap counterparty will be covered in accordance with applicable regulatory requirements to limit any potential leveraging of a Fund's portfolio. Any net amount accrued but not yet paid to a Fund by the counterparty under a swap agreement (i.e., the Fund's current rights under the swap agreement) is recorded as unrealized appreciation until the amount is paid to the Fund. The Fund's maximum risk of loss from counterparty credit risk is generally limited to the net payment to be received by the Fund and/or the termination value at the end of the contract. Obligations under swap agreements so covered will not be construed to be "senior securities" for purposes of the Funds' investment restriction concerning senior securities.

Whether a Fund's use of swap agreements will be successful in furthering its investment objective will depend on management's ability to correctly predict whether certain types of investments are likely to produce greater returns than other investments. Swap agreements that cannot be terminated or sold within seven days may be considered to be illiquid investments. Moreover, a Fund bears the risk of loss of the amount expected to be received under a swap agreement in the event of the default or bankruptcy of a swap agreement counterparty. Although centrally cleared swaps typically present less counterparty risk than non-centrally cleared swaps, a Fund that has entered into centrally cleared swaps is subject to the risk of the failure of the CCP. A Fund will enter into swap agreements only with counterparties that meet certain standards for creditworthiness (generally, such counterparties would have to be eligible counterparties under the terms of the Fund's repurchase agreement guidelines) or that are centrally cleared. Certain restrictions imposed on the Funds by the Internal Revenue Code of 1986, as amended (the "Code"), may limit a Fund's ability to use swap agreements. It is possible that developments in the swap market, including additional government regulation, could adversely affect a Fund's ability to terminate existing swap agreements or to realize amounts to be received under such agreements.

International Swaps and Derivatives Association, Inc. Master Agreements ("ISDA Master Agreements") govern over-the-counter financial derivative transactions entered into by a Fund and counterparty. The ISDA Master Agreements maintain provisions for general obligations, representations, agreements, collateral and events of default or termination. Events of termination include conditions that may entitle counterparties to elect to terminate early and cause settlement of all outstanding transactions under the applicable ISDA Master Agreement. Any election to terminate early could be material to the financial statements.

Swap agreements held by the Funds at May 31, 2022 are disclosed in the Portfolio of Investments.

During the period ended May 31, 2022, the Arbitrage Fund, Event-Driven Fund and Credit Opportunities Fund entered into swap agreements to gain efficient exposure to underlying equities.

Fair Value of Derivative Instruments — Fair values of derivatives presented in the financial statements are not netted with the fair value of other derivatives or with any collateral amounts

Annual Report | May 31, 2022
79


The Arbitrage Funds  Notes to Financial Statements (continued)

May 31, 2022

posted by the Funds or any counterparty on the Statement of Assets and Liabilities. The fair value of derivative instruments for the Funds as of May 31, 2022, was as follows:

Derivatives Not
Accounted For As
Hedging Instruments
  Asset
Derivatives
Statement of
Assets and
Liabilities
Location
 

Fair Value

  Liability
Derivatives
Statement of
Assets and
Liabilities
Location
 

Fair Value

 

Arbitrage Fund

 
Forward Foreign
Currency
Exchange
Contracts
               
               
  Unrealized
appreciation on
forward foreign
currency
exchange
contracts
 

$

7,864,110

    Unrealized
depreciation on
forward foreign
currency
exchange
contracts
 

$

4,486,582

   
Equity Contracts
(swap contracts)
               
  Unrealized
appreciation on
swap contracts
   

148

    Unrealized
depreciation on
swap contracts
   

   
Equity Contracts
(purchased
option contracts)
               
  Investments:
at fair value of
unaffiliated
investments
   

395,928

         

   
Equity Contracts
(written option
contracts)
       

    Written options,
at value
   

39,405

   
       

$

8,260,186

       

$

4,525,987

   
Derivatives Not
Accounted For As
Hedging Instruments
  Asset
Derivatives
Statement of
Assets and
Liabilities
Location
 

Fair Value

  Liability
Derivatives
Statement of
Assets and
Liabilities
Location
 

Fair Value

 

Event-Driven Fund

 
Forward Foreign
Currency Exchange
Contracts
               
               
  Unrealized
appreciation on
forward foreign
currency exchange
contracts
 

$

426,883

    Unrealized
depreciation on
forward foreign
currency exchange
contracts
 

$

279,235

   
Equity Contracts
(purchased
option contracts)
               
  Investments:
at fair value of
unaffiliated
investments
   

2,340

         

   
Equity Contracts
(written option
contracts)
       

    Written options,
at value
   

3,330

   
       

$

429,223

       

$

282,565

   

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The Arbitrage Funds  Notes to Financial Statements (continued)

May 31, 2022

Derivatives Not
Accounted For As
Hedging Instruments
  Asset
Derivatives
Statement of
Assets and
Liabilities
Location
 

Fair Value

  Liability
Derivatives
Statement of
Assets and
Liabilities
Location
 

Fair Value

 

Credit Opportunities Fund

 
Forward Foreign
Currency Exchange
Contracts
               
               
  Unrealized
appreciation on
forward foreign
currency exchange
contracts
 

$

2,686

    Unrealized
depreciation on
forward foreign
currency exchange
contracts
 

$

4,759

   
Equity Contracts
(purchased
option contracts)
               
  Investments:
at fair value of
unaffiliated
investments
   

149,737

         

   
Equity Contracts
(written option
contracts)
       

    Written options,
at value
   

5,920

   
   

$

152,423

       

$

10,679

   

Annual Report | May 31, 2022
81


The Arbitrage Funds  Notes to Financial Statements (continued)

May 31, 2022

The effect of derivative instruments on the Funds' Statement of Operations for the year ended May 31, 2022, was as follows:

Derivatives Not
Accounted For As
Hedging Instruments
  Location Of Gains/(Loss) On
Derivatives Recognized In Income
  Realized
Gain/(Loss)
On Derivatives
Recognized In
Income
  Change in
Unrealized
Gain/(Loss)
On Derivatives
Recognized In
Income
 

Arbitrage Fund

 
Forward Foreign
Currency Exchange
Contracts
               
               
  Net realized gains (losses) from:
Forward currency contracts / Net
change in unrealized appreciation
(depreciation) on: Forward currency
contracts
 

$

9,860,568

   

$

5,524,437

   
Swap Contracts
               
               
               
  Net realized gains (losses) from:
Swap contracts / Net change in
unrealized appreciation
(depreciation) on: Swap contracts
   

(6,444,884

)

   

148

   
Equity Contracts
(purchased option
contracts)
               
               
  Net realized gains (losses) from:
Purchased option contracts / Net
change in unrealized appreciation
(depreciation) on: Purchased option
contracts
   

(1,844,236

)

   

1,391,682

   
Equity Contracts
(written option
contracts)
               
               
  Net realized gains (losses) from:
Written option contracts / Net
change in unrealized appreciation
(depreciation) on: Written option
contracts
   

2,115,078

     

10,186

   
       

$

3,686,526

   

$

6,926,453

   

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The Arbitrage Funds  Notes to Financial Statements (continued)

May 31, 2022

Derivatives Not
Accounted For As
Hedging Instruments
  Location Of Gains/(Loss) On
Derivatives Recognized In Income
  Realized
Gain/(Loss)
On Derivatives
Recognized In
Income
  Change in
Unrealized
Gain/(Loss)
On Derivatives
Recognized In
Income
 

Event-Driven Fund

 
Forward Foreign
Currency Exchange
Contracts
               
               
  Net realized gains (losses) from:
Forward currency contracts / Net
change in unrealized appreciation
(depreciation) on: Forward currency
contracts
 

$

677,044

   

$

363,598

   
Swap Contracts
               
               
               
  Net realized gains (losses) from:
Swap contracts / Net change in
unrealized appreciation
(depreciation) on: Swap contracts
   

(643,295

)

   

   
Equity Contracts
(purchased option
contracts)
               
               
  Net realized gains (losses) from:
Purchased option contracts / Net
change in unrealized appreciation
(depreciation) on: Purchased option
contracts
   

(141,575

)

   

152,193

   
Equity Contracts
(written option
contracts)
               
               
  Net realized gains (losses) from:
Written option contracts / Net
change in unrealized appreciation
(depreciation) on: Written option
contracts
   

227,040

     

861

   
       

$

119,214

   

$

516,652

   

Annual Report | May 31, 2022
83


The Arbitrage Funds  Notes to Financial Statements (continued)

May 31, 2022

Derivatives Not
Accounted For As
Hedging Instruments
  Location Of Gains/(Loss) On
Derivatives Recognized In Income
  Realized
Gain/(Loss)
On Derivatives
Recognized In
Income
  Change in
Unrealized
Gain/(Loss)
On Derivatives
Recognized In
Income
 

Credit Opportunities Fund

 
Forward Foreign
Currency Exchange
Contracts
               
               
  Net realized gains (losses) from:
Forward currency contracts / Net
change in unrealized appreciation
(depreciation) on: Forward currency
contracts
 

$

2,653

   

$

9,606

   
Swap Contracts
               
               
               
  Net realized gains (losses) from:
Swap contracts / Net change in
unrealized appreciation
(depreciation) on: Swap contracts
   

200,376

     

   
Equity Contracts
(purchased option
contracts)
               
               
  Net realized gains (losses) from:
Purchased option contracts / Net
change in unrealized appreciation
(depreciation) on: Purchased option
contracts
   

(262,482

)

   

53,356

   
Equity Contracts
(written option
contracts)
               
               
  Net realized gains (losses) from:
Written option contracts / Net
change in unrealized appreciation
(depreciation) on: Written option
contracts
   

97,867

     

83

   
       

$

38,414

   

$

63,045

   

Volume of derivative instruments held by the Funds during the year ended May 31, 2022, was as follows:

Derivative Type

 

Unit of Measurement

 

Monthly Average

 

Arbitrage Fund

 

Swap Contracts

 

Notional Quantity

 

$

285,754,773

   
Forward Foreign Currency Exchange
Contracts
 

Net Contracts to Deliver/(Receive)

   

(147,351,041

)

 

Purchased Option Contracts

 

Contracts

   

11,304

   

Written Option Contracts

 

Contracts

   

(785

)

 

Derivative Type

 

Unit of Measurement

 

Monthly Average

 

Event-Driven Fund

 

Swap Contracts

 

Notional Quantity

 

$

23,100,213

   
Forward Foreign Currency Exchange
Contracts
 

Net Contracts to Deliver/(Receive)

   

(9,293,011

)

 

Purchased Option Contracts

 

Contracts

   

941

   

Written Option Contracts

 

Contracts

   

(81

)

 

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The Arbitrage Funds  Notes to Financial Statements (continued)

May 31, 2022

Derivative Type

 

Unit of Measurement

 

Monthly Average

 

Credit Opportunities Fund

 

Swap Contracts

 

Notional Quantity

 

$

6,647,616

   
Forward Foreign Currency Exchange
Contracts
 

Net Contracts to Deliver/(Receive)

   

(231,369

)

 

Purchased Option Contracts

 

Contracts

   

1,425

   

Written Option Contracts

 

Contracts

   

(94

)

 

Certain derivative contracts are executed under either standardized netting agreements or, for exchange-traded derivatives, the relevant contracts for a particular exchange which contain enforceable netting provisions. A derivative netting arrangement creates an enforceable right of set-off that becomes effective, and affects the realization of settlement on individual assets, liabilities and collateral amounts, only following a specified event of default or early termination. Default events may include the failure to make payments or deliver securities timely, material adverse changes in financial condition or insolvency, the breach of minimum regulatory capital requirements, or loss of license, charter or other legal authorization necessary to perform under the contract.

Arbitrage Fund held financial instruments such as equity swaps that are subject to enforceable netting arrangements or other similar agreements as of May 31, 2022. All other derivative contracts held by the Funds were not subject to netting agreements.

The following table presents financial instruments held by the Arbitrage Fund that are subject to enforceable netting arrangements or other similar agreements as of May 31, 2022:

Arbitrage Fund

   

Gross

  Gross
Amounts
Offset in
  Net Amounts
Presented in
  Gross Amounts Not Offset in the
Statement of Assets and Liabilities
 

Description

  Amounts of
Recognized
Assets
  the Statements
of Assets and
Liabilities
  the Statement
of Assets and
Liabilities
  Financial
Instruments
  Cash
Collateral
Received
  Net
Amount
 

Equity Swaps

 

$

148

   

$

   

$

148

   

$

   

$

   

$

148

   

Total

 

$

148

   

$

   

$

148

   

$

   

$

   

$

148

   

Investment Income — Interest income, adjusted for amortization of premium and accretion of discount, is recorded on the accrual basis. Dividend income is recorded on the ex-dividend date, net of any non-reclaimable tax withholdings. Payment-in-kind securities have the option at each interest payment date of making interest payments in cash or additional debt securities. Any interest accrued on payment-in-kind securities is recorded as interest income on an accrual basis. Distributions from real estate investment trusts ("REITs") may be characterized as ordinary income, net capital gain, or a return of capital to the Funds. The proper characterization of REIT distributions is generally not known until after the end of each calendar year. As such, estimates are used in reporting the character of income and distributions for financial statement purposes when information is not available.

Dividends and Distributions to Shareholders — Dividends arising from net investment income and net capital gain distributions, if any, are declared and paid at least annually to shareholders of the Arbitrage Fund and Event-Driven Fund. Dividends arising from net investment income, if any, are declared daily and paid monthly, and net capital gain distributions, if any, are declared and paid at least annually to shareholders of the Credit Opportunities Fund.

Annual Report | May 31, 2022
85


The Arbitrage Funds  Notes to Financial Statements (continued)

May 31, 2022

Cash — The Funds may invest a portion of their assets in cash or cash items. These cash items and other high-quality debt securities may include money market instruments, such as securities issued by the U.S. Government and its agencies, bankers' acceptances, commercial paper, bank certificates of deposit and investment companies that invest primarily in such instruments. As of May 31, 2022, cash held by the Funds represented cash held at a third-party custodian.

Allocation Between Classes — Investment income earned, realized capital gains and losses, and unrealized appreciation and depreciation are allocated daily to each class of shares based upon the proportionate shares of total net assets of each Fund. Class-specific expenses are charged directly to the class incurring the expense. Common expenses which are not attributable to a specific class are allocated daily to each class of shares based upon the proportionate share of total net assets of each Fund.

Federal Income Tax — It is the Funds' policy to continue to comply with the special provisions of Subchapter M of the Code, as amended, applicable to regulated investment companies. As provided therein, in any fiscal year in which a fund so qualifies and distributes at least 90% of its taxable net income, a fund (but not the shareholders) will be relieved of Federal income tax on the income distributed. Accordingly, no provision for income taxes has been made.

As of and during the year ended May 31, 2022, the Funds did not have a liability for any unrecognized tax benefits. The Funds recognize interest and, if applicable, penalties for any uncertain tax positions. Interest and penalty expense will be recorded as a component of interest or other tax expense. No interest or penalties were recorded during the year ended May 31, 2022. The Funds file U.S. federal, state, and local tax returns as required. The Funds' tax returns are subject to examination by the relevant tax authorities until expiration of the applicable statute of limitations which is generally three years after the filing of the tax return. Tax returns for open years have incorporated no uncertain tax positions that require a provision for income taxes.

3. INVESTMENT TRANSACTIONS

During the year ended May 31, 2022, cost of purchases and proceeds from sales and maturities of investment securities, excluding short-term investments, U.S. government securities, equity swap contracts, purchased and written option contracts and securities sold short, were as follows:

   

Arbitrage Fund

 

Event-Driven Fund

 

Credit Opportunities Fund

 

Purchases

 

$

3,469,384,382

   

$

269,535,172

   

$

220,297,556

   

Sales and Maturities

   

3,065,004,462

     

273,698,215

     

183,342,789

   

During the year ended May 31, 2022, cost of purchases and proceeds from sales and maturities of U.S. government securities for the Credit Opportunities Fund were as follows:

   

Credit Opportunities Fund

 

Purchases

 

$

3,359,659

   

Sales

   

   

4. LINE OF CREDIT

The Trust, on behalf of the Funds, entered into an agreement which enables the Funds to participate in a $100,000,000 unsecured uncommitted revolving line of credit (the "Uncommitted Line") with State Street Bank and Trust Company (the "Custodian"). Borrowings under the Uncommitted Line are made solely to temporarily finance the purchase or sale of securities or to finance the redemption of the shares of an investor of the Funds. The Uncommitted Line has an upfront fee of $30,000, is held available on a discretionary demand basis and may be terminated

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The Arbitrage Funds  Notes to Financial Statements (continued)

May 31, 2022

by the Custodian or the Trust at any time for any or no reason. Such fees are included in the custodian bank and service fees on the Statements of Operations. Interest on the Uncommitted Line is charged to the Funds based on their borrowing at a rate equal to the higher of (a) the federal funds rate plus 1.35% and (b) the overnight bank funding rate plus 1.35%. For purposes of calculating the effective interest rate, if the federal funds rate or the overnight bank funding rate shall be less than zero, then such rate shall be deemed to be zero.

For the year ended May 31, 2022, the Arbitrage Fund, the Event-Driven Fund and the Credit Opportunities Fund had average borrowings of $8,500,000, $4,029,612 and $4,516,038, respectively, over a period of 6 days, 207 days and 106 days, respectively, at a weighted average interest rate of 1.46%, 1.58% and 1.65%, respectively. Interest expense on the line of credit for the Arbitrage Fund, the Event-Driven Fund and the Credit Opportunities Fund during the year ended May 31, 2022 is shown as line of credit interest expense on the Statements of Operations. The Arbitrage Fund had no outstanding borrowings at May 31, 2022. The Event-Driven Fund and the Credit Opportunities Fund had outstanding borrowings of $5,000,000, and $1,000,000, respectively, at May 31, 2022.

5. ADVISORY FEES, ADMINISTRATION FEES AND OTHER AGREEMENTS

Investment Advisory Agreement

The Funds' investments are managed by the Adviser according to the terms of Investment Advisory Agreements. Under each of the Investment Advisory Agreements, fees are computed and accrued daily and paid monthly. Under the Investment Advisory Agreement between the Adviser and the Arbitrage Fund, as amended and restated on October 1, 2007, the Arbitrage Fund pays the Adviser an annual fee, of 1.25% on the first $250 million, 1.20% on the next $50 million, 1.15% on the next $50 million, 1.10% on the next $75 million, 1.05% on the next $75 million, and 1.00% on its average daily net assets in excess of $500 million. Effective November 1, 2019, the Event-Driven Fund pays the Adviser an annual fee of 1.10% based on the Event-Driven Fund's average daily net assets. Effective August 6, 2018, the Credit Opportunities Fund pays the Adviser an annual fee of 0.95% on the first $250 million, 0.90% on the next $500 million, and 0.85% on its average daily net assets in excess of $750 million.

Under an Amended and Restated Expense Waiver and Reimbursement Agreement for each of Arbitrage Fund, Event-Driven Fund and Credit Opportunities Fund, the Adviser has contractually agreed to waive its advisory fee and/or reimburse the Funds' other expenses to the extent that total operating expenses (exclusive of taxes, interest, dividends on short positions, brokerage commissions, acquired fund fees and expenses and other costs incurred in connection with the purchase or sale of portfolio securities) exceed the annual rate of the Funds' average daily net assets attributable to each share class as shown in the table below. The agreement remains in effect until September 30, 2023, unless terminated earlier by the Board.

   

Arbitrage Fund

 

Event-Driven Fund

 

Credit Opportunities Fund

 

Class R

   

1.69

%

   

1.69

%

   

1.23

%

 

Class I

   

1.44

%

   

1.44

%

   

0.98

%

 

Class C

   

2.44

%

   

N/A

     

N/A

   

Class A

   

1.69

%

   

1.69

%

   

1.23

%

 

The Adviser agreed not to charge the Arbitrage Fund an advisory fee on the portion of its assets invested in the Event-Driven Fund. This resulted in $919,179 of advisory fees being waived during the year ended May 31, 2022.

Annual Report | May 31, 2022
87


The Arbitrage Funds  Notes to Financial Statements (continued)

May 31, 2022

For the year ended May 31, 2022, the aggregate net fee paid to the Adviser as a percentage of average net assets for the Arbitrage Fund, Event-Driven Fund and Credit Opportunities Fund was 1.00%, 1.12% and 0.65%, respectively.

The Adviser can recapture, with the exception of the advisory fees waived related to Arbitrage Fund's investment in the Event-Driven Fund, any waived amount from a Fund pursuant to the Amended and Restated Expense Waiver and Reimbursement Agreements if such recapture does not cause the Fund to exceed the expense limitations in effect at the time the amounts were waived, the recapture does not cause the Fund to exceed the current expense limitation, and the recapture is done within three years after the date on which the expense was waived. During the year ended May 31, 2022, the Adviser recaptured the following fees or expenses from the Event-Driven Fund. There were no amounts recaptured during the period ended May 31, 2022, for Credit Opportunities Fund.

Event-Driven Fund

 

Recaptured Amount

 

Class R

 

$

1,403

   

Class I

   

21,411

   

Class A

   

390

   

As of May 31, 2022, the balances of waived expenses that are eligible for potential recapture for each Fund are as follows:

    Expiring
May 31, 2023
  Expiring
May 31, 2024
  Expiring
May 31, 2025
 

Total

 

Event-Driven Fund

 

Class R

 

$

72,714

   

$

7,526

   

$

   

$

80,240

   

Class I

   

279,224

     

94,924

     

     

374,148

   

Class A

   

2,112

     

706

     

     

2,818

   

Credit Opportunities Fund

 

Class R

 

$

46,492

   

$

14,935

   

$

27,491

   

$

88,918

   

Class I

   

305,422

     

327,225

     

360,709

     

993,356

   

Class A

   

1,504

     

386

     

309

     

2,199

   

Administration Agreement

State Street Bank & Trust Company serves as the Trust's administrator pursuant to an Administration Agreement with the Trust.

Distribution Agreement

ALPS Distributors, Inc. (the "Distributor") serves as the Funds' distributor. The Distributor acts as an agent for the Funds and the distributor of their shares. The Funds have adopted, with respect to their Class R, Class C shares and Class A shares, as applicable, a plan of distribution pursuant to Rule 12b-1 under the 1940 Act which permits each Fund to pay for expenses incurred in the distribution and promotion of the Funds' Class R shares, Class C shares and Class A shares and for services provided to shareholders. The Plan is a "reimbursement" plan. This means that a Fund's Class R shares, Class C shares and Class A shares only pay the 12b-1 fee to the extent that the Adviser, the Distributor or others have incurred expenses in the promotion and distribution of the shares, including but not limited to, the printing of prospectuses and reports used for sales purposes, expenses of preparation of sales literature and related expenses, advertisements, and other distribution-related expenses, as well as any distribution fees paid to securities dealers or others. Under the distribution plan, a Fund may pay compensation to any broker-dealer with whom the Distributor or the Funds has entered into a contract to distribute Class R shares, Class C shares or Class A shares, or to any other qualified financial services firm, for distribution and/or

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88


The Arbitrage Funds  Notes to Financial Statements (continued)

May 31, 2022

shareholder-related services with respect to shares held or purchased by their respective customers or in connection with the purchase of shares attributable to their efforts. The amount of payments under the Plan in any year shall not exceed 0.25% for Class R shares, 0.75% for Class C shares and 0.25% for Class A shares, respectively, of the average daily net assets allocable to a Fund's Class R shares, Class C shares and Class A shares, respectively. In addition, the Plan permits each Fund to make payments at an annual rate of up to 0.25% of the Fund's Class C shares for expenses incurred in connection with the provision of shareholder support or administrative services for the Fund's Class C shares.

During the year ended May 31, 2022, the Arbitrage Fund's Class R shares and Class A shares incurred $236,686 and $99,261 in distribution expenses, respectively, and Class C shares incurred $165,682 in distribution and shareholder support expenses, all of which were used to compensate broker-dealers. During the year ended May 31, 2022, the Event-Driven Fund's Class R shares and Class A shares incurred $19,739 and $5,224 in distribution expenses, respectively, all of which were used to compensate broker-dealers. During the year ended May 31, 2022, the Credit Opportunities Fund's Class R shares and Class A shares incurred $22,885 and $257 in distribution expenses, respectively, all of which were used to compensate broker-dealers.

Chief Compliance Officer

The Chief Compliance Officer ("CCO") of the Trust also serves as the CCO of the Adviser. The Trust pays a portion of the CCO's compensation as approved by the Board of Trustees. Information related to the CCO Fees can be found in the Funds' Statements of Operations.

Chief Financial Officer

Foreside Management Services, LLC provides Chief Financial Officer ("CFO") services to the Trust. Foreside Management Services, LLC is compensated by the Trust under a Fund CFO/Treasurer Agreement.

Transfer Agent and Shareholder Services Agreement

DST Systems, Inc. ("DST") is the Funds' transfer agent, and per an agency agreement, maintains the records of each shareholder's account, answers shareholders' inquiries concerning their accounts, processes purchases and redemptions of the Funds shares, acts as dividend and distribution disbursing agent and performs other shareholder service functions.

6. RELATED PARTIES

The Adviser is a related party of the Funds and certain officers of the Trust are also officers of the Adviser. Fees payable to related parties are disclosed in Note 5 and accrued amounts are disclosed in the Statements of Operations.

7. AFFILIATED ISSUER TRANSACTIONS

A summary of affiliated transactions for the Arbitrage Fund for the year ended May 31, 2022 follows:

Affiliated
Issuer
  Beginning
Value
as of
May 31,
2021
  Purchases
at
Cost
  Proceeds
from
Sales
  Net
Realized
Gain/
(Loss)
on
Sales
  Change
in
Unrealized
Appreciation/
Depreciation
  Ending
Value
as of
May 31,
2022
  Shares
as of
May 31,
2022
  Dividend
Income
  Capital
Gain
Distributions
 
Water Island
Event-Driven
Fund
 

$

75,829,593

   

$

   

$

   

$

   

$

(3,434,790

)

 

$

72,394,803

     

6,605,365

   

$

   

$

   

At May 31, 2022, Arbitrage Fund, an affiliated fund, owned 63.52% of Event-Driven Fund's shares.

Annual Report | May 31, 2022
89


The Arbitrage Funds  Notes to Financial Statements (continued)

May 31, 2022

8. CAPITAL SHARE TRANSACTIONS

Proceeds and payments on capital shares as shown in the Statement of Changes in Net Assets are the result of the following capital share transactions for the periods shown:

    Year Ended
May 31, 2022
  Year Ended
May 31, 2021
 

Arbitrage Fund - Class R

 

Shares

 

Value

 

Shares

 

Value

 

Proceeds from shares sold

   

1,682,625

   

$

21,585,919

     

2,414,150

   

$

31,424,837

   
Shares issued in reinvestment of
distributions
   

39,313

     

499,276

     

447,203

     

5,652,646

   

Payments for shares redeemed

   

(2,985,174

)

   

(37,993,767

)

   

(2,962,158

)

   

(38,713,791

)

 

Net decrease

   

(1,263,236

)

 

$

(15,908,572

)

   

(100,805

)

 

$

(1,636,308

)

 

Arbitrage Fund - Class I

 

Proceeds from shares sold

   

33,994,762

   

$

451,556,693

     

40,521,797

   

$

546,153,766

   
Shares issued in reinvestment of
distributions
   

462,945

     

6,110,874

     

4,521,559

     

59,232,426

   

Payments for shares redeemed

   

(29,221,299

)

   

(386,744,281

)

   

(30,859,800

)

   

(420,193,242

)

 

Net increase

   

5,236,408

   

$

70,923,286

     

14,183,556

   

$

185,192,950

   

Arbitrage Fund - Class C

 

Proceeds from shares sold

   

224,527

   

$

2,685,087

     

349,823

   

$

4,280,666

   
Shares issued in reinvestment of
distributions
   

6,547

     

77,389

     

81,448

     

965,971

   

Payments for shares redeemed

   

(546,088

)

   

(6,468,684

)

   

(568,832

)

   

(7,020,954

)

 

Net decrease

   

(315,014

)

 

$

(3,706,208

)

   

(137,561

)

 

$

(1,774,317

)

 

Arbitrage Fund - Class A

 

Proceeds from shares sold

   

1,416,227

   

$

18,133,435

     

1,499,981

   

$

19,505,801

   
Shares issued in reinvestment of
distributions
   

9,966

     

126,265

     

79,963

     

1,008,335

   

Payments for shares redeemed

   

(561,906

)

   

(7,150,839

)

   

(450,557

)

   

(5,872,949

)

 

Net increase

   

864,287

   

$

11,108,861

     

1,129,387

   

$

14,641,187

   

Event-Driven Fund - Class R

 

Proceeds from shares sold

   

72,562

   

$

802,465

     

360,644

   

$

3,964,990

   

Payments for shares redeemed

   

(546,503

)

   

(5,986,060

)

   

(243,218

)

   

(2,630,326

)

 

Net increase/(decrease)

   

(473,941

)

 

$

(5,183,595

)

   

117,426

   

$

1,334,664

   

Event-Driven Fund - Class I

 

Proceeds from shares sold

   

1,162,749

   

$

13,034,737

     

2,077,590

   

$

23,076,347

   
Shares issued in reinvestment of
distributions
   

     

     

22,338

     

242,147

   

Payments for shares redeemed

   

(2,297,771

)

   

(25,475,126

)

   

(1,050,674

)

   

(11,144,686

)

 

Net increase/(decrease)

   

(1,135,022

)

 

$

(12,440,389

)

   

1,049,254

   

$

12,173,808

   

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90


The Arbitrage Funds  Notes to Financial Statements (continued)

May 31, 2022

    Year Ended
May 31, 2022
  Year Ended
May 31, 2021
 

Event-Driven Fund - Class C(a)

 

Shares

 

Value

 

Shares

 

Value

 

Proceeds from shares sold

   

   

$

     

5,355

   

$

57,250

   

Payments for shares redeemed

   

     

     

(43,315

)

   

(471,565

)

 

Net increase/(decrease)

   

   

$

     

(37,960

)

 

$

(414,315

)

 

Event-Driven Fund - Class A

 

Proceeds from shares sold

   

264,682

   

$

2,879,635

     

169,784

   

$

1,833,944

   
Shares issued in reinvestment of
distributions
   

     

     

139

     

1,490

   

Payments for shares redeemed

   

(173,800

)

   

(1,867,351

)

   

(82,907

)

   

(889,387

)

 

Net increase

   

90,882

   

$

1,012,284

     

87,016

   

$

946,047

   

(a)  Effective April 27, 2021, Class C shares of the Event-Driven Fund were converted to Class I shares of the Fund, and Class C was abolished.

    Year Ended
May 31, 2022
  Year Ended
May 31, 2021
 

Credit Opportunities Fund - Class R

 

Shares

 

Value

 

Shares

 

Value

 

Proceeds from shares sold

   

389,395

   

$

3,924,678

     

608,398

   

$

6,154,299

   
Shares issued in reinvestment of
distributions
   

23,145

     

232,547

     

6,834

     

68,562

   

Payments for shares redeemed

   

(223,471

)

   

(2,237,808

)

   

(252,856

)

   

(2,494,718

)

 

Net increase

   

189,069

   

$

1,919,417

     

362,376

   

$

3,728,143

   

Credit Opportunities Fund - Class I

 

Proceeds from shares sold

   

5,052,483

   

$

50,828,009

     

5,413,326

   

$

54,158,839

   
Shares issued in reinvestment of
distributions
   

288,204

     

2,885,616

     

187,212

     

1,864,921

   

Payments for shares redeemed

   

(2,127,208

)

   

(21,106,410

)

   

(1,760,287

)

   

(17,509,853

)

 

Net increase

   

3,213,479

   

$

32,607,215

     

3,840,251

   

$

38,513,907

   

Credit Opportunities Fund - Class C(a)

 
Shares issued in reinvestment of
distributions
   

     

     

1,055

     

10,467

   

Payments for shares redeemed

   

     

     

(69,621

)

   

(705,444

)

 

Net increase/(decrease)

   

   

$

     

(68,566

)

 

$

(694,977

)

 

Credit Opportunities Fund - Class A

 

Proceeds from shares sold

   

957

   

$

9,675

     

1,919

   

$

19,348

   
Shares issued in reinvestment of
distributions
   

262

     

2,624

     

207

     

2,060

   

Payments for shares redeemed

   

     

     

(1,648

)

   

(16,282

)

 

Net increase

   

1,219

   

$

12,299

     

478

   

$

5,126

   

(a)  Effective April 27, 2021, Class C shares of the Credit Opportunities Fund were converted to Class I shares of the Fund, and Class C was abolished.

Annual Report | May 31, 2022
91


The Arbitrage Funds  Notes to Financial Statements (continued)

May 31, 2022

9. FOREIGN CURRENCY TRANSLATION

Amounts denominated in or expected to settle in foreign currencies are translated to U.S. dollars based on exchange rates on the basis outlined below:

A. The market values of investment securities and other assets and liabilities are translated at the closing rate of exchange each day.

B. Purchases and sales of investment securities and income and expenses are translated at the rate of exchange prevailing on the respective dates of such transactions.

C. The Funds do not isolate that portion of the results of operations caused by changes in foreign exchange rates on investments from those caused by changes in market prices of securities held. Such fluctuations are included with the net realized and unrealized gains or losses on investments. Reported net realized foreign exchange gains or losses arise from 1) purchases and sales of foreign currencies; 2) currency gains or losses realized between the trade and settlement dates on security transactions; and 3) the difference between the amounts of dividends, interest and foreign withholding taxes recorded on the Funds' books, and the U.S. dollar equivalent of the amounts actually received or paid. Reported net unrealized foreign exchange gains and losses arise from changes in the value of assets and liabilities, other than investment securities, resulting from changes in exchange rates.

10. CONTINGENCIES AND COMMITMENTS

The Funds indemnify the Trust's officers and trustees for certain liabilities that might arise from their performance of their duties to the Funds. Additionally, in the normal course of business, the Funds enter into contracts that contain a variety of representations and warranties and which provide general indemnifications. The Funds' maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Funds that have not yet occurred. However, based on experience, the Funds expect the risk of loss to be remote.

11. SECURITIES LENDING

To generate additional income, the Funds may, from time to time, lend portfolio securities to broker-dealers, banks or institutional borrowers of securities. At the time of the loan, the Funds must receive from the borrower 102% collateral in the form of cash or U.S. government securities. This collateral must be valued daily and, should the market value of the loaned securities increase, the borrower must furnish additional collateral to the Funds. During the time portfolio securities are on loan, the borrower pays the Funds any dividends or interest paid on such securities.

Loans are subject to termination by the Funds or the borrower at any time. While the Funds do not have the right to vote securities on loan, they have the right to terminate the loan and regain the right to vote if that is considered important with respect to the investment. In the event the borrower defaults in its obligation to the Fund, the Funds bear the risk of delay in the recovery of portfolio securities and the risk of loss of rights in the collateral.

The Funds may participate in a securities lending program under which the Funds' custodian, State Street Bank and Trust Company (the "Custodian") acting as securities lending agent, is authorized to lend Fund portfolio securities to qualified brokers/dealers and financial institutions that post appropriate collateral. The value of securities loaned will not exceed one-third of the value of the total assets of the Fund making the loan. The Custodian has agreed to indemnify the Fund in case of default of any security borrower.

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92


The Arbitrage Funds  Notes to Financial Statements (continued)

May 31, 2022

Securities on loan are fully collateralized and the collateral was equal to or exceeded the securities on loan. Cash collateral is invested in the State Street Institutional U.S. Government Money Market Fund, Premier Class. The Custodian receives a portion of the interest earned on any reinvested collateral. Income received by the Funds in securities lending transactions during the year ended May 31, 2022, if any, is net of fees retained by the securities lending agent and is reflected as securities lending income in the Statement of Operations. There were no securities on loan at May 31, 2022.

12. FEDERAL TAX INFORMATION

In order to avoid imposition of the excise tax applicable to regulated investment companies, it is each Fund's intention to declare as dividends in each calendar year at least 98.0% of its net investment income (earned during the calendar year) and 98.2% of its net realized capital gains (earned during the twelve months ended October 31), plus undistributed amounts from prior years.

The amount of distributions from net investment income and net realized gains, if any, are determined in accordance with Federal income tax regulations which may differ from accounting principles generally accepted in the United States of America. These "book/tax" differences are either temporary or permanent in nature and permanent differences are charged or credited to undistributed net investment income (loss), accumulated net realized gain (loss) or paid-in capital as appropriate in the period that the differences arise.

Permanent differences between the Funds' financial statement and income tax reporting requirements are primarily attributable to gains and losses on certain foreign currency related transactions, short sale related dividend expense, investments in passive foreign investment companies, investments in swaps, premium amortization, net operating losses, ordinary loss netting to reduce short-term capital gains, convertible bonds, non-deductible excise tax activity and partnership basis adjustments. These have no effect on the Funds' net assets or net asset value per share.

Fund

  Distributable
Earnings
(Accumulated Loss)
 

Paid-in Capital

 

Arbitrage Fund

 

$

1,019

   

$

(1,019

)

 

Event-Driven Fund

   

3,402,433

     

(3,402,433

)

 

Credit Opportunities Fund

   

     

   

The tax character of dividends and distributions declared and paid during the years ended May 31, 2022 and May 31, 2021 was as follows:

Fund

  Year
Ended
  Ordinary
Income
  Long-Term
Capital Gains*
  Total
Distributions
 

Arbitrage Fund

 

5/31/2022

 

$

   

$

8,434,675

   

$

8,434,675

   
   

5/31/2021

   

85,958,483

     

239

     

85,958,722

   

Event-Driven Fund

 

5/31/2022

 

$

   

$

   

$

   
   

5/31/2021

   

252,179

     

     

252,179

   

Credit Opportunities Fund

 

5/31/2022

 

$

3,596,180

   

$

   

$

3,596,180

   
   

5/31/2021

   

1,949,287

     

     

1,949,287

   

*  The Funds designate these distributions as long-term capital gains dividends per IRC code section 852(b)(3)(C).

Annual Report | May 31, 2022
93


The Arbitrage Funds  Notes to Financial Statements (continued)

May 31, 2022

As of May 31, 2022, the components of distributable earnings on a tax basis were as follows:

    Arbitrage
Fund
 

Event-Driven Fund

  Credit
Opportunities
Fund
 

Undistributed ordinary income

 

$

700,765

   

$

   

$

442,320

   

Accumulated capital gains/losses

   

35,442,941

     

     

   

Unrealized appreciation/(depreciation)

   

(33,073,239

)

   

(3,019,349

)

   

(5,214,185

)

 
Capital loss carryover and late year
ordinary loss deferrals
   

     

(37,935,362

)

   

(976,715

)

 
Total distributable earnings (accumulated
loss)
 

$

3,070,467

   

$

(40,954,711

)

 

$

(5,748,580

)

 

As of May 31, 2022, the cost and aggregate gross unrealized appreciation/(depreciation) of long security positions, short security positions and derivative instruments for federal income tax purposes were as follows:

Fund

  Gross
Appreciation
(excess of value
over tax cost)
  Gross
Depreciation
(excess of tax
cost over value)
  Net Unrealized
Appreciation
  Aggregate Cost
of Investments
for Income Tax
Purposes
 

Arbitrage Fund

 

$

32,746,647

   

$

(69,051,885

)

 

$

(36,305,238

)

 

$

1,587,119,578

   

Event-Driven Fund

   

1,945,681

     

(5,192,469

)

   

(3,246,788

)

   

117,480,119

   

Credit Opportunities Fund

   

3,166,535

     

(11,147,972

)

   

(7,981,437

)

   

135,544,713

   

The differences between book-basis and tax-basis net unrealized appreciation/(depreciation) for the Funds are attributable to dividends related to short securities, swap mark to market, wash sales, convertible bonds, straddle loss deferrals, premium amortization, constructive gains and constructive sales adjustments, partnership basis adjustments and forward contracts mark to market.

Capital Losses

As of May 31, 2022, the Event-Driven Fund had $31,626,473 of short term and $5,295,181 of long term capital loss carryforwards and the Credit Opportunities Fund had $976,715 of short term capital loss carryforwards which may reduce the Funds' taxable income arising from future net realized gains on investments, if any, to the extent permitted by the Code and thus may reduce the amount of the distributions to shareholders which would otherwise be necessary to relieve the Funds of any liability for federal tax.

The Event-Driven Fund utilized $2,713,682 of capital loss carryforwards during the year ended May 31, 2022.

Late Year Losses

The Event-Driven Fund elected to defer to the period ending May 31, 2022 losses in the amount of $1,013,708.

13. SUBSEQUENT EVENTS

Management has evaluated subsequent events for the Funds through the date the financial statements were issued, and has concluded that there are no recognized or non-recognized subsequent events relevant for financial statement disclosure.

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94


Report of Independent Registered Public Accounting Firm

To the Shareholders and the Board of
Trustees of The Arbitrage Funds

Opinion on the Financial Statements

We have audited the accompanying statements of assets and liabilities of The Arbitrage Funds (the Trust) (comprising Arbitrage Fund, Water Island Event-Driven Fund, and Water Island Credit Opportunities Fund, (collectively referred to as the "Funds")), including the schedules of investments, as of May 31, 2022, and the related statements of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, the financial highlights for each of the five years in the period then ended and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of each of the Funds comprising the Trust at May 31, 2022, the results of their operations for the year then ended, changes in their net assets for each of the two years in the period then ended and their financial highlights for each of the five years in the period then ended, in conformity with U.S. generally accepted accounting principles.

Basis for Opinion

These financial statements are the responsibility of the Trust's management. Our responsibility is to express an opinion on each of the Funds' financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Trust in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Trust is not required to have, nor were we engaged to perform, an audit of the Trust's internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Trust's internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of May 31, 2022, by correspondence with the custodians, agent banks, and brokers or by other appropriate auditing procedures where replies from agent banks and brokers were not received. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

We have served as the auditor of one or more of the Water Island Capital investment companies since 2012.

Minneapolis, Minnesota
July 29, 2022

Annual Report | May 31, 2022
95


The Arbitrage Funds  Disclosure of Fund Expenses

May 31, 2022 (Unaudited)

As a shareholder of a mutual fund you incur two types of costs: transaction costs, including sales charges (loads) on some share classes, and operating expenses. Your investment is affected by these ongoing costs, which include (among others) costs for portfolio management, administrative services, distribution (12b-1) expenses, redemption fees and shareholder reports like this one. It is important for you to understand the impact of these costs on your investment returns.

Operating expenses such as these are deducted from a mutual fund's gross income and directly reduce its final investment return. These expenses are expressed as a percentage of a mutual fund's average net assets; this percentage is known as a mutual fund's expense ratio.

The following examples use the expense ratio and are intended to help you understand the ongoing costs (in dollars) of investing in your Fund and to compare these costs with those of other mutual funds. The examples are based on an investment of $1,000 made at the beginning of the period shown and held for the entire period.

The table on the following page illustrates your Fund's cost in two ways:

Actual Fund Return. The section helps you to estimate the actual expenses after fee waivers that your Fund incurred over the period. The "Expenses Paid During Period" column shows the actual dollar expense cost incurred by a $1,000 investment in the Fund, and the "Ending Account Value" number is derived from deducting that expense cost from the Fund's gross investment return.

You can use this information, together with the actual amount you invested in the Fund, to estimate the expenses you paid over that period. Simply divide your actual account value by $1,000 to arrive at a ratio (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply that ratio by the number shown for your Fund under "Expenses Paid During Period."

Hypothetical 5% Return. This section helps you compare your Fund's costs with those of other mutual funds. It assumes that the Fund had an annual 5% return before expenses during the period, but that expense ratio (Column 3) for the period is unchanged. This example is useful in making comparisons because the Securities and Exchange Commission requires all mutual funds to make this 5% calculation. You can assess your Fund's comparative cost by comparing the hypothetical result for your Fund in the "Expenses Paid During Period" column with those that appear in the same charts in the shareholder reports for other mutual funds.

Note: Because the return is set at 5% for comparison purposes — NOT your Fund's actual return — the account values shown may not apply to your specific investment.

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96


The Arbitrage Funds  Disclosure of Fund Expenses (continued)

May 31, 2022 (Unaudited)

    Beginning
Account Value
12/01/2021
  Ending
Account Value
05/31/2022
  Expense
Ratio(a)
  Expenses
Paid During
Period(b)
 

Arbitrage Fund

 

Class R

 

Actual

 

$

1,000.00

   

$

1,000.00

     

1.47

%

 

$

7.33

   
Hypothetical (5% return before
expenses)
 

$

1,000.00

   

$

1,017.60

     

1.47

%

 

$

7.39

   

Class I

 

Actual

 

$

1,000.00

   

$

990.70

     

1.23

%

 

$

6.10

   
Hypothetical (5% return before
expenses)
 

$

1,000.00

   

$

1,018.80

     

1.23

%

 

$

6.19

   

Class C

 

Actual

 

$

1,000.00

   

$

1,000.00

     

2.19

%

 

$

10.92

   
Hypothetical (5% return before
expenses)
 

$

1,000.00

   

$

1,014.01

     

2.19

%

 

$

11.00

   

Class A

 

Actual

 

$

1,000.00

   

$

990.40

     

1.44

%

 

$

7.15

   
Hypothetical (5% return before
expenses)
 

$

1,000.00

   

$

1,017.75

     

1.44

%

 

$

7.24

   

(a)  Annualized, based on the Fund's most recent fiscal half-year expenses.

(b)  Expenses, are equal to the Fund's annualized ratio multiplied by the average account value over the period, multiplied by the number of days in the most recent fiscal half year (182), divided by 365.

    Beginning
Account Value
12/01/2021
  Ending
Account Value
05/31/2022
  Expense
Ratio(a)
  Expenses
Paid During
Period(b)
 

Water Island Event-Driven Fund

 

Class R

 

Actual

 

$

1,000.00

   

$

992.70

     

1.79

%

 

$

8.89

   
Hypothetical (5% return before
expenses)
 

$

1,000.00

   

$

1,016.01

     

1.79

%

 

$

9.00

   

Class I

 

Actual

 

$

1,000.00

   

$

994.60

     

1.54

%

 

$

7.66

   
Hypothetical (5% return before
expenses)
 

$

1,000.00

   

$

1,017.25

     

1.54

%

 

$

7.75

   

Class A

 

Actual

 

$

1,000.00

   

$

993.60

     

1.80

%

 

$

8.95

   
Hypothetical (5% return before
expenses)
 

$

1,000.00

   

$

1,015.96

     

1.80

%

 

$

9.05

   

(a)  Annualized, based on the Fund's most recent fiscal half-year expenses.

(b)  Expenses, are equal to the Fund's annualized ratio multiplied by the average account value over the period, multiplied by the number of days in the most recent fiscal half year (182), divided by 365.

Annual Report | May 31, 2022
97


The Arbitrage Funds  Disclosure of Fund Expenses (continued)

May 31, 2022 (Unaudited)

    Beginning
Account Value
12/01/2021
  Ending
Account Value
05/31/2022
  Expense
Ratio(a)
  Expenses
Paid During
Period(b)
 

Water Island Credit Opportunities Fund

 

Class R

 

Actual

 

$

1,000.00

   

$

974.10

     

1.34

%

 

$

6.60

   
Hypothetical (5% return before
expenses)
 

$

1,000.00

   

$

1,018.25

     

1.34

%

 

$

6.74

   

Class I

 

Actual

 

$

1,000.00

   

$

976.20

     

1.09

%

 

$

5.37

   
Hypothetical (5% return before
expenses)
 

$

1,000.00

   

$

1,019.50

     

1.09

%

 

$

5.49

   

Class A

 

Actual

 

$

1,000.00

   

$

974.00

     

1.27

%

 

$

6.25

   
Hypothetical (5% return before
expenses)
 

$

1,000.00

   

$

1,018.60

     

1.27

%

 

$

6.39

   

(a)  Annualized, based on the Fund's most recent fiscal half-year expenses.

(b)  Expenses, are equal to the Fund's annualized ratio multiplied by the average account value over the period, multiplied by the number of days in the most recent fiscal half year (182), divided by 365.

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98


The Arbitrage Funds  Additional Information

May 31, 2022 (Unaudited)

1. PROXY VOTING POLICIES AND VOTING RECORD

A description of the policies and procedures that the Funds use to determine how to vote proxies relating to portfolio securities is available without charge, upon request, by calling 1-800-295-4485 or on the Securities and Exchange Commission's ("SEC") website at http://www.sec.gov.

Information regarding how the Funds voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 is available without charge upon request by calling 1-800-295-4485 or on the SEC 's website at http://www.sec.gov.

2. QUARTERLY PORTFOLIO HOLDINGS

The Funds file a complete listing of their portfolio holdings with the SEC as of the first and third quarters of each fiscal year on Form N-PORT. The filings are available on the Funds' website at www.arbitragefunds.com/resources or upon request by calling 1-800-295-4485. Furthermore, you may obtain a copy of the filing on the SEC's website at http://www.sec.gov.

Annual Report | May 31, 2022
99


The Arbitrage Funds  Approval of Investment Advisory Agreements

May 31, 2022 (Unaudited)

As required under the Investment Company Act of 1940 (the "1940 Act"), the Board of Trustees (the "Board") of The Arbitrage Funds (the "Trust"), which is comprised of Arbitrage Fund, Water Island Event-Driven Fund and Water Island Credit Opportunities Fund (each, a "Fund" and, collectively, the "Funds"), determines annually whether to continue each Fund's investment advisory agreement with Water Island Capital, LLC, the investment adviser to each Fund (the "Adviser"). In considering the renewal of the agreements, the Board, including a majority of those Trustees who are not "interested persons" of the Funds (the "Independent Trustees"), as defined in the 1940 Act, met with representatives of the Adviser on May 17, 2022 and on May 24, 2022 (the "Meetings") and in separate executive sessions in advance of and at the May 24, 2022 meeting and approved the continuation of the agreements after concluding that the continuation of the agreements was in the best interests of each Fund and its shareholders.

The Board requested and received materials relating to the agreements in advance of the Meetings. Among other things, the Board considered expense and performance comparisons with other mutual funds in each Fund's peer group as determined by Broadridge Financial Solutions Inc. ("Broadridge"), an independent provider of mutual fund industry data, as well as additional substantial material prepared by the Funds' management. The additional material prepared by management generally included Fund-by-Fund information including each Fund's average net assets; management fees; expense limitation arrangements; investment performance and risk metrics (in addition to the performance information prepared by Broadridge); information about services provided by the Adviser and profitability information. The Board also considered that it had reviewed the Funds' performance against other comparable mutual funds as provided by the Adviser at the Meetings and at the Board's other meetings throughout the year, in addition to other information requested by the Independent Trustees and provided by the Adviser and other service providers at the Meetings and throughout the year. The Trustees were also continually aware of information provided by the Adviser and other service providers in response to the Board's requests, including from previous contract renewal periods, as well as certain information available to the Trustees from various other sources such as the Investment Company Institute, the Independent Directors Council and the Mutual Fund Directors Forum, among others.

In evaluating the agreements, the Board, including the Independent Trustees advised by independent legal counsel, considered the factors it deemed relevant, including the nature, quality and extent of services provided, the performance of each Fund, the profitability of the Adviser, expenses and fees, the potential for economies of scale that may be shared with each Fund and its shareholders as each Fund's assets grow, and any other benefits derived by the Adviser from its relationship with the Funds. In their deliberations, the Trustees did not identify any single factor which alone was responsible for the Board's decision to approve the agreement with respect to each Fund, and each Trustee may have given different weights to different factors and, thus, each Trustee may have had a different basis for his or her decision. In connection with its deliberations, the Board considered information provided by the Adviser throughout the year at regular Board meetings and between Board meetings, presentations from portfolio managers and other information, as well as information furnished at or in advance of the meeting held on May 24, 2022.

Nature, Extent and Quality of the Services under the Advisory Agreements

Based on the written and oral reports received by the Board prior to and at the May 24, 2022 meeting, including in executive session, the Board considered the nature, quality, and extent of the services provided to each Fund by the Adviser under the advisory agreement for such Fund. The Board also noted information received at regular meetings and at other times throughout the year related to the services rendered by the Adviser. The Board reviewed information regarding the overall organization and business functions of the Adviser and considered the background and experience

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100


The Arbitrage Funds  Approval of Investment Advisory Agreements (continued)

May 31, 2022 (Unaudited)

of the Adviser's senior management. The Board also reviewed the qualifications, backgrounds and responsibilities of the portfolio managers primarily responsible for the day-to-day portfolio management of the Funds and the extent of the resources devoted to research and analysis of actual and potential investments. The Board considered that the Adviser provides a number of additional services, including oversight of Fund service providers, duties with respect to the Fund's valuations, and operation of the Fund's compliance program. The Board considered the steps that the Adviser had taken during the past year to improve performance, including, without limitation, hiring and changes in personnel, enhancements in technology, and the Adviser's focus on evaluating risk and performance for the Funds. The Board also received and considered available information about the nature, extent and quality of services and fee rates offered to other clients of the Adviser for advisory services. The Trustees and the Adviser discussed the differences between an adviser's duties and its risks incurred in offering a sponsored mutual fund versus the more limited duties and risks involved in acting as a subadviser to a mutual fund, and also in comparing a sponsor adviser's duties and risks incurred in offering a sponsored mutual fund versus the much more limited duties and risks incurred managing an institutional separate account. The Board also considered that the Adviser assumes significant entrepreneurial risk in sponsoring new funds and that the Adviser also bears and assumes significant ongoing risks, including investment, operational, enterprise, litigation, regulatory and compliance risks, with respect to all the Funds.

Adviser Profitability

The Board was provided with information on the Adviser's profitability in serving as the investment adviser to each Fund. The Board recognized that it is difficult to make comparisons of profitability from fund management contracts because comparative information is not generally publicly available and is affected by numerous factors, including the structure of the particular adviser, the types of funds it manages, its business mix, numerous assumptions regarding allocations of expenses and the adviser's capital structure and cost of capital. Taking these factors into account, the Board concluded that the Adviser's profitability in relation to the services rendered was reasonable and that it was believed to be sufficient to continue to support investments to enhance services to the Funds and their shareholders.

Economies of Scale

The Board considered information regarding potential economies of scale with respect to the management of each Fund, whether the Fund has appropriately benefited from any economies of scale, and whether there is potential for realization of any further economies of scale. With respect to Arbitrage Fund, the Board noted that the management fee schedule for the Fund includes breakpoints, which have the effect of decreasing the fee rate as assets increase, and that at its current level of assets the Fund's effective fee rate reflected those rate reductions. The Board noted that the advisory fee schedule for Water Island Event-Driven Fund does not contain breakpoints that would reduce the fee rate on assets above specified levels. The Board noted that the advisory fee for the Water Island Event-Driven Fund had been reduced effective November 1, 2019. The Board determined that, while fee breakpoints were not currently necessary for the Water Island Event-Driven Fund given the Fund's relatively smaller size, it would continue to review whether breakpoints should be incorporated as part of the fee structure. With respect to Water Island Credit Opportunities Fund, the Board noted that the Fund's management fee schedule includes breakpoints and that amendments to the management fee schedule in 2018 had lowered the Fund's management fee. The Independent Trustees also recognized that potential economies of scale may be shared acceptably with a Fund in many different manners such as fee breakpoints, fee waivers or caps, reinvestments in the Adviser's business above contractual levels, additional new product offerings, and pricing to scale from inception, among others. The Trustees noted that each Fund is party to an

Annual Report | May 31, 2022
101


The Arbitrage Funds  Approval of Investment Advisory Agreements (continued)

May 31, 2022 (Unaudited)

expense limitation agreement with the Adviser, pursuant to which the Adviser has agreed to waive or reimburse expenses should they exceed certain contractually specified levels. The Independent Trustees recognized that is it extremely difficult to determine whether potential economies of scale in fact exist for any fund, or for a fund complex, and, or, at what point any potential economies of scale may begin to be reduced at some asset level, or possibly reverse and become diseconomies of scale. Thus, the Trustees were aware that they needed to use their business judgment and experience in evaluating whether any potential economies of scale might be equitably shared with the Funds.

Other Benefits to the Adviser

The Board considered other benefits received by the Adviser as a result of its relationship with the Funds. The Board concluded that the potential benefits to be derived by the Adviser included the ability to use soft dollar credits as well as the potential benefits consistent with those generally resulting from an increase in assets under management, specifically, potential access to additional research resources and benefits to its reputation. The Board concluded that the benefits derived by the Adviser were consistent with the types of benefits generally derived by investment advisers to mutual funds. The Board considered the standards applied in seeking best execution and reviewed the Adviser's method for and policies with respect to allocating portfolio investment opportunities among its advisory clients, including the Funds. The Independent Trustees considered these and any other potential fall-out benefits and generally determined these to be not material to the consideration of the management and other fees and to the Adviser's profitability generally.

Other Factors and Broader Review

As discussed above, the Board considered detailed materials received from the Adviser as part of the annual review and at quarterly meetings throughout the year and over previous years. The Board also reviews and assesses the quality of the services that the Funds receive throughout the year. In this regard, the Board reviews reports of the Adviser at least quarterly, which include, among other things, detailed portfolio and market reviews, detailed Fund performance reports and compliance reports along with various reports and information evaluating the Adviser's supervisory oversight of third-party service providers to the Funds.

Investment Advisory Fee Rates and Expenses and Performance

The Board reviewed and considered the contractual advisory fee rates for each Fund in light of the nature, extent and quality of the advisory services provided by the Adviser. The Board also reviewed and considered the expense limitation agreements currently in place for each Fund. The Board received and considered information on the contractual advisory fee and gross and net total operating expense ratios for each Fund in comparison to those of a group of funds within the Fund's Morningstar category selected independently by Broadridge (the "Peer Group") as well as to funds in the same Morningstar category (the "Category"). For each Fund, the Board considered information provided by Broadridge on the Fund's contractual advisory fee in comparison with the contractual advisory fee that would have been charged by other funds within a Peer Group and Category assuming the other funds were similar in size to the Fund. The contractual advisory fee analysis does not take into account any fee waivers or expense reimbursements. The comparisons placed each Fund in various quartiles, with the first quartile being the lowest cost mutual funds. The Broadridge expense data was based upon historical information taken from each Fund's audited annual report for the period ended May 31, 2021. Broadridge provided expense data for Class I shares of each Fund.

The performance of each Fund for the periods ended March 31, 2022, was compared to the performance of the funds within the same Morningstar Category, regardless of asset size or primary channel of distribution ("Performance Category"). The comparisons placed each Fund in various quartiles, with the first quartile being the best performing funds. The Board also received and

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102


The Arbitrage Funds  Approval of Investment Advisory Agreements (continued)

May 31, 2022 (Unaudited)

considered additional information provided by the Adviser on comparisons of the performance of each Fund to its prospectus benchmark and to additional securities indices that the Adviser deemed relevant to the Board's considerations. The Independent Trustees also reviewed performance in relation to certain measures of the degree of investment risk undertaken by the portfolio managers. The Independent Trustees also noted that they regularly engage in discussions with the Adviser and counsel with regard to the portfolio benchmark comparisons for each Fund.

In evaluating the Funds' performance, the Board generally considered long-term performance to be more important than short-term performance and also took into account factors including general market conditions; the "style" in which the Funds are managed, as applicable, and whether that style is in or out of favor in the market; the relative sizes of the Funds; and fund cash flows. In this regard, the Board also noted how changes in time periods for performance calculations (for example, whether a one-year period is from December to December or March to March) can significantly impact a Fund's returns and peer ranking on a relative basis. The Board also considered that variations in performance among a Fund's operating classes reflect variations in class expenses, which result in lower performance for higher expense classes.

The Board received a description of Broadridge's methodology for determining peer groups, and factored into its evaluation of each Fund's performance, fees and expenses the limitations inherent in the methodology for constructing peer groups and determining, from year to year, which mutual funds should be included in which peer groups, among other things. The Board recognized these inherent limitations and, taking into account commentary and information from management, also recognized that comparisons between a Fund and other mutual funds in a peer category may not be as relevant in certain circumstances, given that in some cases a Fund may notably differ (for example, in its management techniques or relative size) when compared to other mutual funds in the peer group. The Board also noted that the number of mutual funds included in a peer group may be relatively small and constituent mutual funds included in a peer group may differ from year to year, which, among other factors, can limit the relevance of the comparisons. While recognizing these inherent limitations, the Board believed the analysis conducted by Broadridge provided a useful measure of comparative performance.

Arbitrage Fund

The Fund's performance (Class I Shares, net of fees) was compared to that of funds comprising the Morningstar Event Driven Category. The Fund's net total return ranked in the fourth quartile of the Performance Category for the one-year period, the third quartile for the three- and five-year periods and the fourth quartile for the ten-year period. The Fund's performance was also compared to its prospectus benchmark index, the ICE BofA U.S. 3-Month Treasury Bill Index. The Fund outperformed its benchmark for the three-, five- and ten-year periods and since inception. The Fund's contractual advisory fee was in the second quartile of its Category and Peer Group, and the Fund's net total operating expense ratio (i.e., the Fund's total operating expenses, net of waivers/reimbursements) was in the second quartile for the Category and the Peer Group. It was noted that the Adviser had entered into an expense waiver and reimbursement agreement to limit fees through September 30, 2023, although the Fund's expenses did not currently reach a level to require the Adviser to waive fees or reimburse expenses.

The Board determined that, given all of the factors provided, it would be in the best interests of the Fund and its shareholders to continue the advisory agreement. The Fund's fee structure was considered reasonable.

Annual Report | May 31, 2022
103


The Arbitrage Funds  Approval of Investment Advisory Agreements (continued)

May 31, 2022 (Unaudited)

Water Island Event-Driven Fund

The Fund's performance (Class I Shares, net of fees) was compared to that of funds comprising the Morningstar Event Driven Category. The Fund's net total return ranked in the fourth quartile of the Performance Category for the one and ten-year periods and in the second quartile for the three- and five-year periods. The Fund's performance was also compared to its prospectus benchmark index, the ICE BofA U.S. 3-Month Treasury Bill Index. The Fund outperformed its benchmark for the three-, five- and ten-year periods and since inception. The Fund's contractual advisory fee was in the second quartile of its Category and Peer Group and the Fund's net total operating expense ratio (i.e., the Fund's total operating expenses, net of waivers/reimbursements) was in the second quartile of its Category and Peer Group. The Board considered that the Fund's contractual advisory fee rate had been reduced effective November 1, 2019 from 1.25% to 1.10%. It was further noted that the Adviser had entered into an expense waiver and reimbursement agreement to limit fund fees and expenses through September 30, 2023.

The Board determined that, given all of the factors provided, it would be in the best interests of the Fund and its shareholders to continue the advisory agreement. In light of the Fund's current size and fee rate, the Board concluded that the fee structure was reasonable and that the absence of breakpoints in the Fund's fee schedule was acceptable at this time, although the Board would continue to monitor whether breakpoints should be implemented for the Fund.

Water Island Credit Opportunities Fund

The Fund's performance (Class I Shares, net of fees) was compared to that of funds comprising the Morningstar Nontraditional Bond Category. The Fund's net total return ranked in the first quartile of the Performance Category for the one-, three- and five-year periods. The Fund outperformed its prospectus benchmark, the ICE BofA U.S. 3-Month Treasury Bill Index, for the three- and five-year periods and since inception. The Fund outperformed its supplemental benchmark, the Bloomberg U.S. Aggregate Bond Index, for the three- and five-year periods and since inception. The Fund's contractual advisory fee was in fourth quartile of its Category and second quartile of its Peer Group, and the Fund's net total operating expense ratio (i.e., the Fund's total operating expenses, net of waivers/reimbursements) was in the third quartile for the Category and the second quartile for the Peer Group. It was noted that the median average net asset size of the funds in the Category and Peer Group was significantly larger than that of the Fund and that many of those funds appear to benefit from economies of scale. It was further noted that the Adviser had lowered the Fund's management fee and instituted a breakpoint to the Fund's management fee schedule in 2018 and had entered into an expense waiver and reimbursement agreement to further limit fund fees and expenses through September 30, 2023.

The Board determined, given all of the factors provided, that it would be in the best interests of the Fund and its shareholders to continue the advisory agreement. In light of the Fund's current size and fee rate, the Board concluded that the fee structure was reasonable.

www.arbitragefunds.com | 1-800-295-4485
104


The Arbitrage Funds  Liquidity Risk

May 31, 2022 (Unaudited)

Annual Review of Liquidity Risk Management Program (the "LRMP") including Report from the Liquidity Risk Management Program Administrator

Consistent with Rule 22e-4 under the Investment Company Act of 1940 (the "Liquidity Rule"), the Funds have adopted and implemented a liquidity risk management program (the "Program"). The Program seeks to assess and manage each Fund's liquidity risk, which is defined as the risk that a Fund is unable to meet investor redemption requests without significantly diluting the remaining investors' interests in the Fund. The Funds' Board of Trustees (the "Board") has designated Water Island Capital, LLC, the Funds' investment adviser, as the administrator of the Program. The Program is implemented and monitored by the Operational Risk Committee, a committee comprised of representatives of Water Island Capital, LLC. As part of its responsibilities as administrator, Water Island Capital, LLC has retained a third party to perform certain functions, including providing market data and liquidity classification model information.

The Funds' Program includes a number of processes designed to support the assessment and management of its liquidity risk. In particular, the Program includes no less than annual assessments of factors that influence each Fund's liquidity risk; no less than monthly classifications of each Fund's investments into one of four liquidity classifications provided for in the Liquidity Rule; a 15% of net assets limit on the acquisition of "illiquid investments" (as defined under the Liquidity Rule); establishment of a minimum percentage of a Fund's assets to be invested in investments classified as "highly liquid" (as defined under the Liquidity Rule) if the Fund does not invest primarily in highly liquid investments; and periodic reporting to the Funds' Board.

At a meeting of the Board of Trustees on February 22, 2022, Water Island Capital, LLC provided a written report (the "Report") to the Board addressing the operation, adequacy, and effectiveness of the Funds' Program, including any material changes to the Program for the period April 1, 2021 through December 31, 2021 ("Reporting Period"). The Report included a summary of the oversight of the Program and the system that is used to operate the Program, a discussion of the Funds' investment strategies and liquidity sources, reasonably anticipated trade sizes, historical redemptions, investor concentrations, liquidity events and liquidity classifications during the Reporting Period. The Report concluded that the Program was operating adequately and effectively in promoting effective liquidity risk management for the Funds during the Reporting Period. There were no material changes to the Program during the Reporting Period. The Report further concluded that each Fund's investment strategy continues to be appropriate given the Fund's status as an open-end fund.

There can be no assurance that the Program will achieve its objectives in the future. Additional information regarding risks of investing in each Fund, including liquidity risks presented by the Funds' investment portfolios, is found in the Funds' Prospectus and Statement of Additional Information.

Annual Report | May 31, 2022
105


The Arbitrage Funds  Trustees & Officers

May 31, 2022 (Unaudited)

The Trustees serve for an indefinite term and the officers are elected annually. It is the policy of the Board that each Trustee, at the conclusion of the first meeting at which the Trustee has attained age 75, shall retire from the Board.

The Statement of Additional Information includes additional information about the Funds' Trustees and is available, without charge, upon request by calling toll-free 1-800-295-4485 or on the Funds' website at www.arbitragefunds.com/resources.

INTERESTED TRUSTEES:

Name, Address
and Age
  Length of
Time Served
  Position
with Trust
  Principal
Occupation
During the
Past Five Years
  Other
Directorships
During the Past
Five Years
  Number of
Portfolios in
the Fund
Complex
Overseen by
Trustee**
 
John S. Orrico, CFA*
41 Madison
Avenue, 42nd
Floor, New York,
NY 10010
(Age 62)
 

Since 2000

 

President and Chairman of the Board of Trustees

 

Managing Member, Water Island Capital, LLC, the Investment Adviser, since January 2000.

 

None

 

5

 
Christina Chew*
41 Madison
Avenue, 42nd
Floor, New York,
NY 10010
(Age 51)
 

Since 2018

 

Trustee

 

Senior Managing Partner of Water Island Capital, LLC, the Investment Adviser, since 2013.

 

None

 

3

 

*  John S. Orrico and Christina Chew, as affiliated persons of the Adviser, are each an "interested person" of the Trust within the meaning of Section 2(a)(19) of the 1940 Act.

**  The registered investment companies in the fund complex include the Trust and AltShares Trust.

www.arbitragefunds.com | 1-800-295-4485
106


The Arbitrage Funds  Trustees & Officers (continued)

May 31, 2022 (Unaudited)

INDEPENDENT TRUSTEES*:

Name, Address
and Age
  Length of
Time Served
  Position
with Trust
  Principal
Occupation
During the
Past Five Years
  Other
Directorships
During the Past
Five Years
  Number of
Portfolios in
the Fund
Complex
Overseen by
Trustee**
 
John C. Alvarado
(Age 62)
 

Since 2003

 

Lead Independent Trustee

 

COO (2018 -present) and CFO (2016-present) of Magnum Development LLC, a privately held Utah-based integrated energy storage and power generation company. Previously, Managing Director at Alvarado Energy Advisors LLC ("AEA"), a boutique investment banking firm providing financial advisory services to middle market energy companies (2014 - 2016); Managing Director for The Seaport Group, a credit-focused investment bank (2010 - 2014).

 

None

 

3

 

Annual Report | May 31, 2022
107


The Arbitrage Funds  Trustees & Officers (continued)

May 31, 2022 (Unaudited)

Name, Address
and Age
  Length of
Time Served
  Position
with Trust
  Principal
Occupation
During the
Past Five Years
  Other
Directorships
During the Past
Five Years
  Number of
Portfolios in
the Fund
Complex
Overseen by
Trustee**
 
Robert P. Herrmann
(Age 59)
 

Since 2012

 

Trustee

 

CEO of EQIS Capital Management, Inc., a national financial advisory firm (2020-present). Independent Director of GeoWealth LLC, a technology provider in the financial services industry (2019 -present); Previously, President & CEO of Discovery Data, a leading financial services industry data provider (2009 - 2019).

 

Independent Director and Chairman of Nominating and Governance Committee of TD Funds (USA) (2014 - 2019); Independent Director of FundChoice Holdings LLC (2014 - 2018); Chairman of the Board, Monmouth Medical Center (since 2012), Advisory Board Member, Monmouth University School of Science (since 2017).

 

3

 

www.arbitragefunds.com | 1-800-295-4485
108


The Arbitrage Funds  Trustees & Officers (continued)

May 31, 2022 (Unaudited)

Name, Address
and Age
  Length of
Time Served
  Position
with Trust
  Principal
Occupation
During the
Past Five Years
  Other
Directorships
During the Past
Five Years
  Number of
Portfolios in
the Fund
Complex
Overseen by
Trustee**
 
Stephen R. Byers
(Age 68)
 

Since 2016

 

Trustee

 

Independent Director (since 2011); Independent Consultant (since 2014).

 

Independent Chair (since November 2016), Trustee (since 2011), Lead Independent Trustee (2015 - 2016) and Audit Committee Chair (2011 - 2015), Deutsche Bank db-X ETF Trust (45 portfolios); Independent Director, Barings BDC (BBDC), a business development company; Trustee (2002 - 2011), The College of William and Mary, Graduate School of Business; Board Member, (since 2016) and Audit Committee Chair (since 2019), Mutual Fund Directors Forum.

 

3

 

Annual Report | May 31, 2022
109


The Arbitrage Funds  Trustees & Officers (continued)

May 31, 2022 (Unaudited)

Name, Address
and Age
  Length of
Time Served
  Position
with Trust
  Principal
Occupation
During the
Past Five Years
  Other
Directorships
During the Past
Five Years
  Number of
Portfolios in
the Fund
Complex
Overseen by
Trustee**
 
Francis X. Tracy
(Age 64)
 

Since 2016

 

Trustee

 

Independent Director (since 2016). Previously, President, Chief Financial Officer, Treasurer, and Secretary for Batterymarch Financial Management, Inc. (1999 - 2014).

 

Batterymarch Global Emerging Markets Fund (Luxembourg) (2010 - 2014).

 

5

 
Nancy M. Morris
(Age 69)
 

Since 2018

 

Trustee

 

Independent Director (since 2019). Previously, Chief Compliance Officer and Managing Director, Wellington Management Company LLP (2012 - 2018).

 

Director of Diamond Hill Funds (13 portfolios) (since 2019).

 

5

 

www.arbitragefunds.com | 1-800-295-4485
110


The Arbitrage Funds  Trustees & Officers (continued)

May 31, 2022 (Unaudited)

EXECUTIVE OFFICERS:

Name, Address
and Age
  Length of
Time Served
  Position
with Trust
  Principal
Occupation
During the
Past Five Years
  Other
Directorships
During the Past
Five Years
  Number of
Portfolios in
the Fund
Complex
Overseen by
Trustee**
 
William Keena
41 Madison
Avenue, 42nd
Floor, New York,
NY 10010
(Age 71)
 

Anti-Money Laundering Officer since November 2019, Secretary since 2013

 

Anti-Money Laundering Officer, Secretary

  Anti-Money Laundering Officer (2019 - present), Compliance Officer
(November 2021 - present), and Chief Administrative
Officer (2010 - October 2021), Water Island Capital.
 

N/A

 

N/A

 
Jonathon Hickey
41 Madison
Avenue, 42nd
Floor, New York,
NY 10010
(Age 41)
 

Since 2013

 

Treasurer

 

Chief Operating Officer (2016 -present); Director of Operations (2011 - 2016), Water Island Capital.

 

N/A

 

N/A

 
Monique Labbe
Foreside
Management
Services, LLC
211 Congress Street, 10th Floor, Suite 1010, Boston, MA 02110
(Age 48)
 

Since 2015

 

Chief Financial Officer

 

Senior Director, Foreside Management Services, LLC*** (2014 - present)

 

N/A

 

N/A

 

Annual Report | May 31, 2022
111


The Arbitrage Funds  Trustees & Officers (continued)

May 31, 2022 (Unaudited)

Name, Address
and Age
  Length of
Time Served
  Position
with Trust
  Principal
Occupation
During the
Past Five Years
  Other
Directorships
During the Past
Five Years
  Number of
Portfolios in
the Fund
Complex
Overseen by
Trustee**
 
Philip Channen
41 Madison
Avenue, 42nd
Floor, New York,
NY 10010
(Age: 57)
  Since December
2019
 

Chief Compliance Officer

 

Chief Compliance Officer, Water Island Capital (2019 -present); Deputy Chief Compliance Officer, HarbourVest Partners, LLC (2017 - 2019); Chief Compliance Officer/Senior Advisor to the CCO, QS Investors, LLC (2014 - 2016).

 

N/A

 

N/A

 

*  Each Independent Trustee may be contacted by writing to the Trustee c/o Fatima Sulaiman, K&L Gates LLP, 1601 K Street, NW, Washington, D.C. 20006-1600.

**  The registered investment companies in the fund complex include the Trust and AltShares Trust.

***  Foreside Fund Services provides chief financial officer services to the Trust under a Fund CFO/Treasurer agreement with the Trust.

www.arbitragefunds.com | 1-800-295-4485
112


Arbitrage Fund

Water Island Event-Driven Fund

Water Island Credit Opportunities Fund

800-295-4485

www.arbitragefunds.com

Adviser

Water Island Capital, LLC

41 Madison Avenue, 42nd Floor

New York, NY 10010

Distributor

ALPS Distributors, Inc.

1290 Broadway, Suite 1100

Denver, CO 80203

Transfer Agent

DST Systems, Inc.

P.O. Box 219842

Kansas City, MO 64121-9842

Custodian

State Street Bank & Trust

225 Liberty Street

New York, NY 10281

This material must be preceded or accompanied by a prospectus. Please read it carefully before investing.


 

(b)Not applicable.

 

 

Item 2. Code of Ethics.

 

(a)The Registrant, as of the end of the period covered by the report, has adopted a code of ethics that applies to the Registrant's principal executive officer, principal financial officer, principal accounting officer or controller or any persons performing similar functions on behalf of the Registrant.

 

(b)Not applicable.

 

(c)During the period covered by this report, no amendments were made to the provisions of the code of ethics adopted in 2(a) above.

 

(d)During the period covered by this report, no implicit or explicit waivers to the provisions of the code of ethics adopted in 2(a) above were granted.

 

(e)Not applicable.

 

(f)The Registrant's Code of Ethics is attached as an Exhibit hereto.

 

Item 3. Audit Committee Financial Expert.

 

(a)(1)The Registrant’s board of trustees has determined that the Registrant has at least one audit committee financial expert serving on the audit committee

 

(a)(2)The audit committee financial experts are John C. Alvarado and Francis X. Tracy, who are each independent as defined in Form N-CSR Item 3(a)(2).

 

Item 4. Principal Accountant Fees and Services.

 

(a)Audit Fees: For the Registrant’s fiscal years ended May 31, 2022 and May 31, 2021, the aggregate fees billed for professional services rendered by the principal accountant for the audit of the Registrant’s annual financial statements were $100,000 and $120,000, respectively.

 

(b)Audit-Related Fees: For the Registrant’s fiscal years ended May 31, 2022 and May 31, 2021, the aggregate fees billed for assurance and related services by the principal accountant that are reasonably related to the performance of the audit of the Registrant’s financial statements and are not reported under paragraph (a) of this Item were $0 and $0, respectively.

 

 

 

 

(c)Tax Fees: For the Registrant’s fiscal years ended May 31, 2022 and May 31, 2021, aggregate fees of $27,400 and $33,200, respectively, were billed for professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning. Services for which fees in the Tax Fees category are billed include E&Y’s review of the registrant’s U.S. federal income tax returns and the required state corporate income tax returns, as well as E&Y’s review of excise tax distribution calculations and identification and analyzation of the passive foreign investment company status of foreign corporate equities.

 

(d)All Other Fees: For the Registrant’s fiscal years ended May 31, 2022 and May 31, 2021, no fees were billed to the Registrant by the principal accountant for services other than the services reported in paragraphs (a) through (c) of this item.

 

(e)(1)Audit Committee’s Pre-Approval Policies and Procedures: All services to be performed by the Registrant's principal auditors must be pre-approved by the Registrant's audit committee.

 

(e)(2)No services described in paragraphs (b) through (d) were approved pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.

 

(f)Not applicable.

 

(g)The aggregate non-audit fees billed by the Registrant’s principal accountant for the fiscal years ended May 31, 2022 and May 31, 2021 were $27,400 and $33,200, respectively.

 

(h)Not applicable.

 

(i)Not applicable.

 

(j)Not applicable.

 

Item 5. Audit Committee of Listed Registrants.

 

Not applicable.

 

Item 6. Schedule of Investments.

 

The Schedule of Investments is included as part of the Report to Stockholders filed under Item 1 of this form.

 

Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.

 

Not applicable.

 

 

 

 

Item 8. Portfolio Managers of Closed-End Management Investment Companies.

 

Not applicable.

 

Item 9. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.

 

Not applicable.

 

Item 10. Submission of Matters to Vote of Security Holders.

 

There have been no material changes to the procedures by which shareholders may recommend nominees to the registrant’s Board of Trustees.

 

Item 11. Controls and Procedures.

 

(a)The registrant’s principal executive officer and principal financial officer have evaluated the registrant’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940, as amended) within the most recent fiscal half-year of the filing date and have concluded that the registrant’s disclosure controls and procedures were effective, as of that date.

 

(b)There was no change in the registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940, as amended) during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

 

Item 12. Disclosure of Securities Lending Activities for Closed-End Management Investment Companies

 

Not applicable.

 

Item 13. Exhibits.

 

(a)(1)The code of ethics that applies to the registrant's principal executive officer and principal financial officer is attached hereto as EX-13.A.1.

 

(a)(2)A separate certification for the principal executive officer and the principal financial officer of the registrant as required by Rule 30a-2(a) under the Investment Company Act of 1940, as amended (17 CFR 270.30a-2(a)), are attached hereto as exhibit Ex-99.CERT.

 

(a)(3)Not applicable.

 

(a)(4)Not applicable.

 

(b)The certifications by the registrant’s principal executive officer and principal financial officer, as required by Rule 30a-2(b) of the Investment Company Act of 1940, as amended, and Section 906 of the Sarbanes-Oxley Act of 2002 are attached hereto as Ex-99.906CERT.

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

THE ARBITRAGE FUNDS

 

By: /s/ John S. Orrico  
  John S. Orrico  
  President (Principal Executive Officer)  
     
Date: August 8, 2022  

 

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

By: /s/ John S. Orrico  
  John S. Orrico  
  President (Principal Executive Officer)  
     
Date: August 8, 2022  

 

By: /s/ Monique Labbe  
  Monique Labbe  
  Chief Financial Officer (Principal Financial Officer)  
     
Date: August 8, 2022  

 

 

 

 

Exhibit 99.CODEETH

 

EX-13.A.1

 

THE ARBITRAGE FUNDS

CODE OF ETHICS FOR PRINCIPAL EXECUTIVE

AND SENIOR FINANCIAL OFFICERS

 

I.Covered Officers/Purpose of the Code

 

This Code of Ethics (the “Code”) for The Arbitrage Funds (the “Company”) applies to the Company’s Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer (the “Covered Officers” each of whom are set forth in Exhibit A) for the purpose of promoting:

 

·honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;

 

·full, fair, accurate, timely and understandable disclosure in reports and documents that a registrant files with, or submits to, the U.S. Securities and Exchange Commission (“SEC”) and in other public communications made by the Company;

 

·compliance with applicable laws and governmental rules and regulations;

 

·the prompt internal reporting of violations of the Code to an appropriate person or persons identified in the Code; and

 

·accountability for adherence to the Code.

 

Each Covered Officer should adhere to a high standard of business ethics and should be sensitive to situations that may give rise to actual as well as apparent conflicts of interest.

 

II.Covered Officers Should Handle Ethically Actual and Apparent Conflicts of Interest

 

Overview. A “conflict of interest” occurs when a Covered Officer’s private interest interferes with the interests of, or his service to, the Company. For example, a conflict of interest would arise if a Covered Officer, or a member of his family, receives improper personal benefits as a result of his position with the Company.

 

Certain conflicts of interest arise out of the relationships between Covered Officers and the Company and already are subject to conflict of interest provisions in the Investment Company Act of 1940, as amended (the “1940 Act”) and the Investment Advisers Act of 1940, as amended (the “Advisers Act”). For example, Covered Officers may not individually engage in certain transactions (such as the purchase or sale of securities or other property) with the Company because of their status as “affiliated persons” of the Company. The Company’s and the investment adviser’s compliance programs and procedures are designed to prevent, or identify and correct, violations of these provisions. This Code does not, and is not intended to, repeat or replace these programs and procedures, and such conflicts fall outside of the parameters of this Code.

 

 

 

 

Although typically not presenting an opportunity for improper personal benefit, conflicts arise from, or as a result of, the contractual relationship between the Company and the investment adviser and/or administrator of which the Covered Officers are also officers or employees. As a result, this Code recognizes that the Covered Officers will, in the normal course of their duties (whether formally for the Company or for the adviser/administrator, or for both), be involved in establishing policies and implementing decisions that will have different effects on the investment adviser and/or administrator and the Company. The participation of the Covered Officers in such activities is inherent in the contractual relationship between the Company and the investment adviser and/or administrator and is consistent with the performance by the Covered Officers of their duties as officers of the Company. Thus, if performed in conformity with the provisions of the 1940 Act and the Advisers Act, such activities will be deemed to have been handled ethically. In addition, it is recognized by the Company’s Board of Trustees (the “Board”) that the Covered Officers may also be officers or employees of one or more investment companies covered by other codes.

 

Other conflicts of interest are covered by the Code, even if such conflicts of interest are not subject to provisions in the 1940 Act and the Advisers Act. The following list provides examples of conflicts of interest under the Code, but Covered Officers should keep in mind that these examples are not exhaustive. The overarching principle is that the personal interest of a Covered Officer should not be placed improperly before the interest of the Company.

 

Each Covered Officer must:

 

·not use his personal influence or personal relationships improperly to influence investment decisions or financial reporting by the Company whereby the Covered Officer would benefit personally to the detriment of the Company;

 

·not cause the Company to take action, or fail to take action, for the individual personal benefit of the Covered Officer rather than the benefit of the Company;

 

·not use material non-public knowledge of portfolio transactions made or contemplated for the Company to trade personally or cause others to trade personally in contemplation of the market effect of such transactions;

 

·report at least annually any affiliations or other relationships related to conflicts of interest that the Company’s Trustees and Officers Questionnaire covers.

 

There are some conflict of interest situations that should always be discussed with Counsel for the Company if material. Examples of these include:

 

·service as a director on the board of any public company;

 

·the receipt of any non-nominal gifts;

 

·the receipt of any entertainment from any company with which the Company has current or prospective business dealings unless such entertainment is business-related, reasonable in cost, appropriate as to time and place, and not so frequent as to raise any questions of impropriety;

 

·any ownership interest in, or any consulting or employment relationship with, any of the Company’s service providers, other than its investment adviser, principal underwriter, administrator or any affiliated person thereof;

 

·a direct or indirect financial interest in commissions, transaction charges or spreads paid by the Company for effecting portfolio transactions or for selling or redeeming shares other than an interest arising from the Covered Officer’s employment, such as compensation or equity ownership.

 

 

 

 

III.Disclosure and Compliance

 

·Each Covered Officer should familiarize himself with the disclosure requirements generally applicable to the Company.
   
·Each Covered Officer should not knowingly misrepresent, or cause others to misrepresent, facts about the Company to others, whether within or outside the Company, including to the Company’s directors and auditors, and to governmental regulators and self-regulatory organizations.
   
·Each Covered Officer should, to the extent appropriate within his area of responsibility, consult with other officers and employees of the Company and the adviser/administrator with the goal of promoting full, fair, accurate, timely and understandable disclosure in the reports and documents the Company files with, or submits to, the SEC and in other public communications made by the Company.
   
·It is the responsibility of each Covered Officer to promote compliance with the standards and restrictions imposed by applicable laws, rules and regulations.

 

IV.Reporting and Accountability

 

Each Covered Person must:

 

·upon adoption of the Code (or thereafter as applicable, upon becoming a Covered Officer), affirm in writing to the Company’s Chief Compliance Officer that s/he has received, read, and understands the Code;

 

·annually thereafter, affirm to the Company’s Chief Compliance Officer that he has complied with the requirements of the Code;

 

·not retaliate against any other Covered Officer or any employee of the Company or their affiliated persons for reports of potential violations that are made in good faith; and

 

·notify Counsel for the Company promptly if he knows of any violation of this Code. Failure to do so is itself a violation of this Code.

 

Counsel for the Company is responsible for applying this Code to specific situations in which questions are presented under it and has the authority to interpret this Code in any particular situation. However, any approvals or waivers sought by a Covered Officer will be considered by the Audit Committee.

 

 

 

 

The Company will follow these procedures in investigating and enforcing this Code:

 

·Counsel for the Company will take all appropriate action to investigate any potential violations reported to him or her;
   
·if, after such investigation, Counsel believes that no violation has occurred, Counsel is not required to take any further action;
   
·any matter that Counsel believes is a violation will be reported to the Committee;
   
·if the Committee concurs that a violation has occurred, it will inform and make a recommendation to the Board, which will consider appropriate action, which may include review of, and appropriate modifications to, applicable policies and procedures; notification to appropriate personnel of the investment adviser/administrator or its board; or a recommendation to dismiss the Covered Officer;
   
·the Board will be responsible for granting waivers, as appropriate; and
   
·any changes to or waivers of this Code will, to the extent required, be disclosed as provided by SEC rules.

 

V.Other Policies and Procedures

 

This Code shall be the sole code of ethics adopted by the Company for purposes of Section 406 of the Sarbanes-Oxley Act of 2002 and the rules and forms applicable to registered investment companies thereunder. Insofar as other policies or procedures of the Company, the Company’s investment adviser, principal underwriter, or other service providers govern or purport to govern the behavior or activities of the Covered Officers who are subject to this Code, they are superseded by this Code to the extent that they overlap or conflict with the provisions of this Code. The Company’s and its investment adviser’s and principal underwriter’s codes of ethics under Rule 17j-1 under the 1940 Act are separate requirements applying to the Covered Officers and others, and are not part of this Code.

 

Any amendments to this Code, other than amendments to Exhibit A, must be approved or ratified by a majority vote of the Board, including a majority of independent trustees.

 

VI.Confidentiality

 

All reports and records prepared or maintained pursuant to this Code will be considered confidential and shall be maintained and protected accordingly. Except as otherwise required by law or this Code, such matters shall not be disclosed to anyone other than the Board and Counsel for the Company.

 

VII.Internal Use

 

The Code is intended solely for the internal use by the Company and does not constitute an admission, by or on behalf of the Company, as to any fact, circumstance, or legal conclusion.

 

 

 

 

Exhibit A

 

Persons Covered by this Code of Ethics

 

John S. Orrico

 

Monique Labbe

 

 

 

 

THE ARBITRAGE FUNDS

CODE OF ETHICS FOR PRINCIPAL EXECUTIVE

AND SENIOR FINANCIAL OFFICERS

CERTIFICATE OF COMPLIANCE

 

As a Covered Officer as defined in the Code of Ethics for Principal Executive and Senior Financial Officers of The Arbitrage Funds (the “Code”), I hereby certify that I have received and have read and fully understand the Code, and I recognize that I am subject to the Code. I further certify that since any prior certification of the Code, I have complied with the policies and procedures as in effect during that time and agree to comply with the requirements of the Code in the future.

 

   
  Signature
   
   
  Name (Please Print)
   
   
  Title
   
   
  Date

 

 

 

 

Exhibit 99.CERT

 

I, John S. Orrico, President (Principal Executive Officer) of The Arbitrage Funds, certify that:

 

1.I have reviewed this report on Form N-CSR of The Arbitrage Funds;

 

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3.Based on my knowledge, the financial statements and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;

 

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3 (d) under the Investment Company Act of 1940) for the registrant and have:

 

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within the most recent fiscal half-year prior to the filing date of this report based on such evaluation; and

 

(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5.The registrant’s other certifying officer and I have disclosed to the registrant’s auditors and the audit committee of the registrant’s board of trustees (or persons performing the equivalent functions):

 

(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and

 

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

By: /s/ John S. Orrico  
  John S. Orrico  
  President (Principal Executive Officer)  
     
Date: August 8, 2022  

 

 

 

 

I, Monique Labbe, Chief Financial Officer (Principal Financial Officer) of The Arbitrage Funds, certify that:

 

1.I have reviewed this report on Form N-CSR of The Arbitrage Funds;

 

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3.Based on my knowledge, the financial statements and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;

 

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3 (d) under the Investment Company Act of 1940) for the registrant and have:

 

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within the most recent fiscal half-year prior to the filing date of this report based on such evaluation; and

 

(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5.The registrant’s other certifying officer and I have disclosed to the registrant’s auditors and the audit committee of the registrant’s board of trustees (or persons performing the equivalent functions):

 

(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and

 

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

By: /s/ Monique Labbe  
  Monique Labbe  
  Chief Financial Officer (Principal Financial Officer)  
     
Date: August 8, 2022  

 

 

 

 

 

Exhibit 99.906CERT

 

This certification is furnished pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. § 1350, and accompanies the report on Form N-CSR for the period ended May 31, 2022 of The Arbitrage Funds (the “Company”).

 

I, John S. Orrico, the President (Principal Executive Officer) of the Company, certify that:

 

(i)the Form N-CSR fully complies with the requirements of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and

 

(ii)the information contained in the Form N-CSR fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic form of this written statement required by Section 906, has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

 

Dated: August 8, 2022  
     
     
By: /s/ John S. Orrico  
  John S. Orrico  
  President (Principal Executive Officer)  

 

 

 

 

This certification is furnished pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. § 1350, and accompanies the report on Form N-CSR for the period ended May 31, 2022 of The Arbitrage Funds (the “Company”).

 

I, Monique Labbe, Chief Financial (Principal Financial Officer) Officer of the Company, certify that:

 

(i)the Form N-CSR fully complies with the requirements of Section 13(a) or Section 15(d), as applicable of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and

 

(ii)the information contained in the Form N-CSR fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic form of this written statement required by Section 906, has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

 

Dated: August 8, 2022  
     
     
By: /s/ Monique Labbe  
  Monique Labbe  
  Chief Financial Officer (Principal Financial Officer)  

 

 

 



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