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Form N-CSRS ARBITRAGE FUNDS For: Nov 30

February 1, 2023 8:17 AM EST

 

 

 

 

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: November 30, 2022

 

 

 

 

 

 

Item 1. Reports to Stockholders.

 

 

 

Semi-Annual Report

November 30, 2022

Arbitrage Fund

Water Island Event-Driven Fund

Water Island Credit Opportunities Fund


TABLE OF CONTENTS

Arbitrage Fund

 

Portfolio Information

   

1

   

Portfolio of Investments

   

3

   

Water Island Event-Driven Fund

 

Portfolio Information

   

14

   

Portfolio of Investments

   

16

   

Water Island Credit Opportunities Fund

 

Portfolio Information

   

27

   

Portfolio of Investments

   

29

   

Statements of Assets and Liabilities

   

36

   

Statements of Operations

   

40

   

Statements of Changes in Net Assets

   

44

   

Financial Highlights

 

Arbitrage Fund - Class R

   

48

   

Arbitrage Fund - Class I

   

50

   

Arbitrage Fund - Class C

   

52

   

Arbitrage Fund - Class A

   

54

   

Water Island Event-Driven Fund - Class R

   

56

   

Water Island Event-Driven Fund - Class I

   

58

   

Water Island Event-Driven Fund - Class A

   

60

   

Water Island Credit Opportunities Fund - Class R

   

62

   

Water Island Credit Opportunities Fund - Class I

   

64

   

Water Island Credit Opportunities Fund - Class A

   

66

   

Notes to Financial Statements

   

68

   

Disclosure of Fund Expenses

   

93

   

Additional Information

   

96

   

Arbitrage Fund  Portfolio Information

November 30, 2022 (Unaudited)

Performance^ (annualized returns as of November 30, 2022)

  One
Year
  Five
Year
  Ten
Year
  Since
Inception*
 

Arbitrage Fund, Class R

   

-0.57

%

   

2.21

%

   

2.11

%

   

3.65

%

 

Arbitrage Fund, Class I

   

-0.39

%

   

2.45

%

   

2.36

%

   

2.86

%

 

Arbitrage Fund, Class C**

   

-2.35

%#

   

1.43

%

   

1.34

%

   

1.14

%

 

Arbitrage Fund, Class A***

   

-3.31

%

   

1.68

%

   

N/A

     

1.79

%

 

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

   

1.10

%

   

1.21

%

   

0.73

%

   

1.49

%

 

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 1.62%, 1.37%, 2.37% and 1.62%, 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.

Semi-Annual Report | November 30, 2022
1


Arbitrage Fund  Portfolio Information (continued)

November 30, 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 Arbitrage Fund's investments (including short sales and excluding derivatives) as of the report date.

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


Arbitrage Fund  Portfolio of Investments

November 30, 2022 (Unaudited)

   

Shares

 

Value

 

COMMON STOCKS - 69.94%

 

Aerospace & Defense - 1.03%

 

Aerojet Rocketdyne Holdings, Inc.(a)

   

286,113

   

$

14,877,876

   

Banks - 3.52%

 

First Horizon Corp.

   

1,751,813

     

43,532,553

   

Home Capital Group, Inc.

   

230,520

     

7,317,551

   
     

50,850,104

   

Biotechnology - 1.24%

 

AVEO Pharmaceuticals, Inc.(a)

   

456,464

     

6,824,137

   

Imago Biosciences, Inc.(a)

   

101,598

     

3,626,032

   

Swedish Orphan Biovitrum AB(a)

   

346,239

     

7,487,336

   
     

17,937,505

   

Chemicals - 1.08%

 

Rogers Corp.(a)

   

143,490

     

15,646,150

   

Commercial Services - 2.87%

 

Caverion Oyj

   

684,302

     

4,956,109

   

Evo Payments, Inc., Class A(a)(b)

   

810,122

     

27,309,213

   

Moneylion, Inc.(a)(c)

   

2,489,318

     

1,858,525

   
RPS Group Plc    

2,750,000

     

7,258,621

   
     

41,382,468

   

Computers & Computer Services - 1.06%

 

KnowBe4, Inc., Class A(a)(b)

   

620,187

     

15,312,417

   

Construction Materials - 1.09%

 

Forterra, Inc.(a)(d)

   

653,007

     

15,672,168

   

Diversified Financial Services - 1.06%

 

Cowen, Inc., Class A(b)

   

397,161

     

15,354,244

   

Electric - 4.53%

 

ContourGlobal Plc(e)

   

2,242,798

     

6,757,834

   

Electricite de France SA

   

1,614,148

     

20,156,190

   

PNM Resources, Inc.(b)

   

785,402

     

38,484,698

   
     

65,398,722

   

Electrical Components & Equipment - 0.35%

 

Somfy SA

   

33,959

     

5,074,499

   

Energy - Alternate Sources - 3.23%

 

Archaea Energy, Inc.(a)

   

1,224,192

     

31,755,541

   

Siemens Gamesa Renewable Energy SA(a)

   

792,536

     

14,869,575

   
     

46,625,116

   

See Notes to Financial Statements.

Semi-Annual Report | November 30, 2022
3


Arbitrage Fund  Portfolio of Investments (continued)

November 30, 2022 (Unaudited)

   

Shares

 

Value

 

COMMON STOCKS - 69.94% (Continued)

 

Engineering & Construction - 0.55%

 

HomeServe Plc(a)

   

549,278

   

$

7,884,630

   

Environmental Control - 0.72%

 

Biffa Plc(e)

   

2,118,542

     

10,417,766

   

Food - 0.35%

 

Devro Plc

   

1,378,000

     

5,082,156

   

Forest Products & Paper - 1.17%

 

Resolute Forest Products, Inc.(a)(b)

   

803,806

     

16,960,307

   

Gas - 2.49%

 

South Jersey Industries, Inc.

   

1,034,649

     

35,902,320

   

Healthcare - Products - 1.79%

 

ABIOMED, Inc.(a)

   

58,849

     

22,232,564

   

Apollo Endosurgery, Inc.(a)(f)

   

359,000

     

3,636,670

   
     

25,869,234

   

Healthcare - Services - 4.03%

 

LHC Group, Inc.(a)(b)

   

163,295

     

26,684,036

   

Mediclinic International Plc

   

2,008,366

     

11,986,733

   

Signify Health, Inc., Class A(a)(b)

   

683,132

     

19,551,238

   

UpHealth, Inc.(a)(c)

   

48,973

     

16,920

   
     

58,238,927

   

Home Furnishings - 1.42%

 

iRobot Corp.(a)(b)

   

393,725

     

20,509,135

   

Insurance - 0.22%

 

TOWER Ltd.

   

7,208,016

     

3,202,202

   

Internet - 1.05%

 

Poshmark, Inc., Class A(a)

   

846,716

     

15,096,946

   

Machinery - Diversified - 1.02%

 

Altra Industrial Motion Corp.(b)

   

252,378

     

14,794,398

   

Media - 6.28%

 

Houghton Mifflin Harcourt Co.(a)(d)

   

1,739,400

     

36,527,400

   

Shaw Communications, Inc., Class B

   

289,718

     

7,906,589

   

TEGNA, Inc.(b)

   

2,344,230

     

46,275,100

   
     

90,709,089

   

Pharmaceuticals - 1.05%

 

Myovant Sciences Ltd.(a)

   

563,645

     

15,139,505

   

See Notes to Financial Statements.

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


Arbitrage Fund  Portfolio of Investments (continued)

November 30, 2022 (Unaudited)

   

Shares

 

Value

 

COMMON STOCKS - 69.94% (Continued)

 

Real Estate Investment Trusts - 2.92%

 

Bluerock Homes Trust, Inc.(a)

   

38,628

   

$

947,159

   

STORE Capital Corp.(b)

   

1,173,120

     

37,422,528

   

Summit Industrial Income REIT

   

222,102

     

3,723,302

   
     

42,092,989

   

Semiconductors - 1.39%

 

Magnachip Semiconductor Corp.(a)

   

411,831

     

4,167,730

   

Silicon Motion Technology Corp., ADR(b)

   

251,202

     

15,850,846

   
     

20,018,576

   

Software - 14.89%

 

1Life Healthcare, Inc.(a)(b)

   

1,520,267

     

25,829,336

   

Activision Blizzard, Inc.

   

624,728

     

46,198,636

   

AVEVA Group Plc

   

377,856

     

14,486,629

   

Benefitfocus, Inc.(a)

   

699,932

     

7,258,295

   

Black Knight, Inc.(a)(b)

   

79,969

     

4,957,278

   

BTRS Holdings, Inc., Class 1(a)

   

2,473,118

     

23,420,427

   

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

   

836,738

     

18,199,052

   

Micro Focus International Plc

   

1,375,000

     

8,654,000

   

Momentive Global, Inc.(a)(f)

   

1,604,381

     

12,722,741

   

Onemarket Ltd.(a)(d)

   

111,800

     

   

UserTesting, Inc.(a)

   

1,978,004

     

14,676,790

   

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

   

317,925

     

38,624,708

   
     

215,027,892

   

Telecommunications - 4.53%

 

Sierra Wireless, Inc.(a)(b)

   

1,287,743

     

37,769,502

   

Switch, Inc., Class A(b)

   

806,083

     

27,608,343

   
     

65,377,845

   

Transportation - 3.01%

 

Atlas Air Worldwide Holdings, Inc.(a)(b)

   

280,211

     

28,236,862

   

Atlas Corp.(b)

   

986,796

     

15,167,055

   
     

43,403,917

   
TOTAL COMMON STOCKS
(Cost $1,079,504,882)
   

1,009,859,103

   

RIGHTS(a) - 0.15%

 

Bristol-Myers Squibb Co. CVR

   

857,631

     

857,631

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

1,150,652

     

76,173

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

1,150,652

     

76,058

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

1,411,000

     

965,406

   

Contra Zogenix, Inc. CVR(d)

   

304,716

     

222,230

   
TOTAL RIGHTS
(Cost $2,405,892)
   

2,197,498

   

See Notes to Financial Statements.

Semi-Annual Report | November 30, 2022
5


Arbitrage Fund  Portfolio of Investments (continued)

November 30, 2022 (Unaudited)

    Maturity
Date
 

Rate

  Principal
Amount
 

Value

 

CONVERTIBLE CORPORATE BONDS - 0.46%

 

Auto Manufacturers - 0.05%

 

Lightning eMotors, Inc.(e)

 

05/15/2024

   

7.500

%

 

$

1,084,000

   

$

643,679

   

Healthcare - Services - 0.25%

 

UpHealth, Inc.(e)

 

06/15/2026

   

6.250

%

   

1,275,000

     

379,312

   
UpHealth, Inc., Variable Rate,
(SOFR plus 9.00%)(e)
 

12/15/2025

   

12.810

%

   

3,506,000

     

3,264,086

   
                 

3,643,398

   

Software - 0.16%

 

Kaleyra, Inc.(e)

 

06/01/2026

   

6.125

%

   

2,947,000

     

2,332,975

   
TOTAL CONVERTIBLE CORPORATE BONDS
(Cost $8,812,501)
   

6,620,052

   

 

   

Shares

 

Value

 

MUTUAL FUNDS(g) - 5.05%

 

Water Island Event-Driven Fund, Class I

   

6,605,365

   

$

72,923,232

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

72,923,232

   

PRIVATE INVESTMENTS(a)(c)(d)(h) - 0.04%

 

Fast Capital LLC

   

290,700

     

581,400

   
TOTAL PRIVATE INVESTMENTS
(Cost $300,786)
   

581,400

   

WARRANTS(a) - 0.00%(i)

 

Commercial Services - 0.00%(i)

 

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

   

290,320

     

29,032

   

Healthcare - Services - 0.00%(i)

 

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

   

4,897

     

128

   
TOTAL WARRANTS
(Cost $0)
   

29,160

   

 

    Expiration
Date
  Exercise
Price
  Notional
Amount
 

Contracts

 

Value

 

PURCHASED OPTIONS(a) - 0.08%

 

Call Options Purchased - 0.07%

 
Apollo Endosurgery,
Inc.
 

01/2023

 

$

10.00

   

$

2,880,972

     

2,844

   

$

106,650

   

Broadcom, Inc.

 
   

12/2022

   

500.00

     

1,818,399

     

33

     

181,665

   
   

12/2022

   

520.00

     

3,967,416

     

72

     

278,280

   
   

12/2022

   

550.00

     

14,051,265

     

255

     

476,850

   

See Notes to Financial Statements.

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


Arbitrage Fund  Portfolio of Investments (continued)

November 30, 2022 (Unaudited)

    Expiration
Date
  Exercise
Price
  Notional
Amount
 

Contracts

 

Value

 

PURCHASED OPTIONS(a) - 0.08% (Continued)

 

Call Options Purchased - 0.07% (Continued)

 

Ironsource Ltd.

 

12/2022

 

$

5.00

   

$

956,534

     

3,491

   

$

0

   
TOTAL CALL OPTIONS PURCHASED
(Cost $1,650,189)
   

1,043,445

   

Put Options Purchased - 0.01%

 
Momentive
Global, Inc.
 

12/2022

   

6.00

     

9,408,152

     

11,864

     

88,980

   

Tenneco, Inc.

 

01/2023

   

10.00

     

6,540,728

     

3,272

     

0

   
TOTAL PUT OPTIONS PURCHASED
(Cost $1,022,598)
   

88,980

   
TOTAL PURCHASED OPTIONS
(Cost $2,672,787)
   

1,132,425

   

 

   

Yield

 

Shares

 

Value

 

SHORT-TERM INVESTMENTS - 18.20%

 

Money Market Funds

 
Morgan Stanley Institutional Liquidity
Fund - Government Portfolio
   

3.629

%(j)

   

131,434,069

   

$

131,434,069

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

3.776

%(j)

   

131,434,069

     

131,434,069

   
             

262,868,138

   
TOTAL SHORT-TERM INVESTMENTS
(Cost $262,868,138)
   

262,868,138

   
Total Investments - 93.92%
(Cost $1,417,197,630)
   

1,356,211,008

   

Other Assets in Excess of Liabilities - 6.08%(k)

   

87,746,744

   

NET ASSETS - 100.00%

 

$

1,443,957,752

   

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 November 30, 2022, the aggregate fair market value of those securities was $252,213,910, representing 17.47% 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 $2,456,973 or 0.17% of net assets.

See Notes to Financial Statements.

Semi-Annual Report | November 30, 2022
7


Arbitrage Fund  Portfolio of Investments (continued)

November 30, 2022 (Unaudited)

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 fair valued using significant unobservable inputs and classified as a Level 3 security. As of November 30, 2022, the total fair market value of these securities was $54,120,835, representing 3.75% of net assets.

(e)  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 November 30, 2022, these securities had a total value of $23,795,652 or 1.65% 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 November 30, 2022.

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

SCHEDULE OF SECURITIES SOLD SHORT

 

Shares

 

Value

 

SECURITIES SOLD SHORT - (0.41%)

 

COMMON STOCKS SOLD SHORT - (0.41%)

 

Semiconductors - (0.41%)

 

Broadcom, Inc.

   

(4,389

)

 

$

(2,418,471

)

 

MaxLinear, Inc.

   

(97,467

)

   

(3,567,292

)

 
     

(5,985,763

)

 
TOTAL COMMON STOCKS SOLD SHORT
(Proceeds $5,735,213)
   

(5,985,763

)

 
TOTAL SECURITIES SOLD SHORT
(Proceeds $5,735,213)
 

$

(5,985,763

)

 

 

WRITTEN OPTIONS

  Expiration
Date
  Exercise
Price
  Notional
Amount
 

Contracts

 

Value

 

Written Put Options

 

Tenneco, Inc.

 

01/2023

 

$

5.00

   

$

(111,944

)

   

(56

)

 

$

(0

)

 
TOTAL WRITTEN OPTIONS
(Premiums received $171)
 

$

(0

)

 

See Notes to Financial Statements.

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


Arbitrage Fund  Portfolio of Investments (continued)

November 30, 2022 (Unaudited)

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
 
 
  Distell
Group
Holdings
Ltd.
 
 
  Paid
1 Month
SABOR
Plus
125 bps
(7.320%)
 




11/17/2023
 

$

   

$

   

$

0

   

ZAR

18,766,626

   

$

0

   
Goldman
Sachs &
Co./
Monthly
 
 
  Distell
Group
Holdings
Ltd.
 
 
  Paid
1 Month
JIBAR
Plus
95 bps
(7.342%)
 




11/20/2023
   

     

     

21,851

   

ZAR

64,262,373

     

21,851

   
                       

$

21,851

           

$

21,851

   
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
Depreciation
 
Morgan
Stanley &
Co./
Monthly
 
 
 
  Broadcom,
Inc.
 
 
 
 
 
  Received
1 Month-
Federal
Rate
Minus
40 bps
(-3.430%)
 





10/29/2024
 

$

   

$

   

$

(2,884,765

)

 

USD

16,761,658

   

$

(2,884,765

)

 
Morgan
Stanley &
Co./
Monthly
 
 
 
  Intercontinental
Exchange,
Inc.
 
 
 
 
  Received
1 Month-
Federal
Rate
Minus
40 bps
(-3.430%)
 





10/29/2024
   

     

     

(144,561

)

 

USD

1,084,433

     

(144,561

)

 
                       

$

(3,029,326

)

         

$

(3,029,326

)

 

See Notes to Financial Statements.

Semi-Annual Report | November 30, 2022
9


Arbitrage Fund  Portfolio of Investments (continued)

November 30, 2022 (Unaudited)

OUTSTANDING FORWARD FOREIGN CURRENCY EXCHANGE CONTRACTS

Currency
Purchased
 

Currency Sold

 

Counterparty

  Settlement
Date
  Unrealized
Appreciation
 

USD

17,298,761

   

CAD

22,985,500

   

Morgan Stanley & Co.

 

12/15/2022

 

$

207,936

   

CHF

7,549,900

   

USD

7,607,355

   

Morgan Stanley & Co.

 

12/15/2022

   

384,429

   

EUR

47,818,600

   

USD

48,481,028

   

Morgan Stanley & Co.

 

12/15/2022

   

1,330,513

   

GBP

12,094,500

   

USD

13,553,934

   

Morgan Stanley & Co.

 

12/15/2022

   

1,029,317

   

USD

1,840,513

   

GBP

1,520,700

   

Morgan Stanley & Co.

 

12/15/2022

   

6,891

   

NZD

1,261,200

   

USD

732,811

   

Morgan Stanley & Co.

 

12/15/2022

   

62,017

   

SEK

71,352,600

   

USD

6,497,761

   

Morgan Stanley & Co.

 

12/15/2022

   

302,173

   

USD

444,682

   

SEK

4,639,600

   

Morgan Stanley & Co.

 

12/15/2022

   

2,527

   
   

$

3,325,803

   
Currency
Purchased
 

Currency Sold

 

Counterparty

  Settlement
Date
  Unrealized
Depreciation
 

USD

2,567,792

   

CAD

3,501,600

   

Morgan Stanley & Co.

 

12/15/2022

 

$

(35,816

)

 

USD

7,867,579

   

CHF

7,549,900

   

Morgan Stanley & Co.

 

12/15/2022

   

(124,204

)

 

USD

101,737,395

   

EUR

101,336,600

   

Morgan Stanley & Co.

 

12/15/2022

   

(3,822,624

)

 

USD

90,088,463

   

GBP

78,452,600

   

Morgan Stanley & Co.

 

12/15/2022

   

(4,507,757

)

 

USD

3,804,390

   

NZD

6,342,900

   

Morgan Stanley & Co.

 

12/15/2022

   

(192,990

)

 

SEK

196,906,900

   

USD

19,100,527

   

Morgan Stanley & Co.

 

12/15/2022

   

(335,214

)

 

USD

32,164,925

   

SEK

342,735,500

   

Morgan Stanley & Co.

 

12/15/2022

   

(497,918

)

 
   

$

(9,516,523

)

 

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

Country

 

% of Net Assets(a)

 

United States

   

77.62

%

 

United Kingdom

   

6.07

%

 

Canada

   

4.98

%

 

France

   

1.75

%

 

Taiwan

   

1.10

%

 

Spain

   

1.03

%

 

Sweden

   

0.52

%

 

Finland

   

0.34

%

 

Republic of Korea

   

0.29

%

 

New Zealand

   

0.22

%

 

Australia

   

0.00

%(b)

 

Other Assets in Excess of Liabilities

   

6.08

%

 
     

100.00

%

 

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

(b)  Less than 0.005% of net assets.

See Notes to Financial Statements.

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


Arbitrage Fund  Portfolio of Investments (continued)

November 30, 2022 (Unaudited)

Abbreviations:

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

ADR - American Depositary Receipt

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

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

SOFR - Secured Overnight Financing Rate

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 November 30, 2022:

Investments in Securities at Fair Value*

 

Level 1

 

Level 2

 

Level 3

 

Total

 

Assets

 

Common Stocks

 

Aerospace & Defense

 

$

14,877,876

   

$

   

$

   

$

14,877,876

   

Banks

   

50,850,104

     

     

     

50,850,104

   

Biotechnology

   

17,937,505

     

     

     

17,937,505

   

Chemicals

   

15,646,150

     

     

     

15,646,150

   

Commercial Services

   

41,382,468

     

     

     

41,382,468

   

Computers & Computer Services

   

15,312,417

     

     

     

15,312,417

   

Construction Materials

   

     

     

15,672,168

     

15,672,168

   

Diversified Financial Services

   

15,354,244

     

     

     

15,354,244

   

Electric

   

65,398,722

     

     

     

65,398,722

   

Electrical Components & Equipment

   

5,074,499

     

     

     

5,074,499

   

Energy - Alternate Sources

   

46,625,116

     

     

     

46,625,116

   

Engineering & Construction

   

7,884,630

     

     

     

7,884,630

   

Environmental Control

   

10,417,766

     

     

     

10,417,766

   

Food

   

5,082,156

     

     

     

5,082,156

   

Forest Products & Paper

   

16,960,307

     

     

     

16,960,307

   

Gas

   

35,902,320

     

     

     

35,902,320

   

Healthcare - Products

   

25,869,234

     

     

     

25,869,234

   

See Notes to Financial Statements.

Semi-Annual Report | November 30, 2022
11


Arbitrage Fund  Portfolio of Investments (continued)

November 30, 2022 (Unaudited)

Investments in Securities at Fair Value*

 

Level 1

 

Level 2

 

Level 3

 

Total

 

Healthcare - Services

 

$

58,238,927

   

$

   

$

   

$

58,238,927

   

Home Furnishings

   

20,509,135

     

     

     

20,509,135

   

Insurance

   

3,202,202

     

     

     

3,202,202

   

Internet

   

15,096,946

     

     

     

15,096,946

   

Machinery - Diversified

   

14,794,398

     

     

     

14,794,398

   

Media

   

54,181,689

     

     

36,527,400

     

90,709,089

   

Pharmaceuticals

   

15,139,505

     

     

     

15,139,505

   

Real Estate Investment Trusts

   

42,092,989

     

     

     

42,092,989

   

Semiconductors

   

20,018,576

     

     

     

20,018,576

   

Software

   

215,027,892

     

     

0

     

215,027,892

   

Telecommunications

   

65,377,845

     

     

     

65,377,845

   

Transportation

   

43,403,917

     

     

     

43,403,917

   

Rights

   

     

857,631

     

1,339,867

     

2,197,498

   

Convertible Corporate Bonds**

   

     

6,620,052

     

     

6,620,052

   

Mutual Funds

   

72,923,232

     

     

     

72,923,232

   

Private Investments

   

     

     

581,400

     

581,400

   

Warrants**

   

29,160

     

     

     

29,160

   

Purchased Options

   

1,132,425

     

     

     

1,132,425

   

Short-Term Investments

   

262,868,138

     

     

     

262,868,138

   

TOTAL

 

$

1,294,612,490

   

$

7,477,683

   

$

54,120,835

   

$

1,356,211,008

   

Other Financial Instruments***

 

Assets

 
Forward Foreign Currency
Exchange Contracts
 

$

   

$

3,325,803

   

$

   

$

3,325,803

   

Equity Swaps

   

21,851

     

     

     

21,851

   

Liabilities

 

Common Stocks**

   

(5,985,763

)

   

     

     

(5,985,763

)

 

Written Options

   

(0

)

   

     

     

(0

)

 
Forward Foreign Currency
Exchange Contracts
   

     

(9,516,523

)

   

     

(9,516,523

)

 

Equity Swaps

   

(3,029,326

)

   

     

     

(3,029,326

)

 

TOTAL

 

$

(8,993,238

)

 

$

(6,190,720

)

 

$

   

$

(15,183,958

)

 

*  Refer to Note 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.

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


Arbitrage Fund  Portfolio of Investments (continued)

November 30, 2022 (Unaudited)

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 November 30, 2022:

Investments
in Securities
  Balance as of
May 31, 2022
  Realized
Gain
(Loss)
  Change in
Unrealized
Appreciation
(Depreciation)
 

Purchases

  Sales
Proceeds
  Transfers
into
Level 3
  Transfers
out of
Level 3
  Balance as of
November 30,
2022
  Net change in
Unrealized
Appreciation
(Depreciation)
from
investments
still held as of
November 30,
2022
 
Common
Stocks
 

$

68,815,638

   

$

245,437

   

$

(245,437

)

 

$

   

$

(16,616,070

)

 

$

   

$

   

$

52,199,568

   

$

   

Rights

   

1,277,503

     

     

62,364

     

     

     

     

     

1,339,867

     

62,364

   
Private
Investments
   

290,700

     

     

290,700

     

     

     

     

     

581,400

     

290,700

   

Total

 

$

70,383,841

   

$

245,437

   

$

107,627

   

$

   

$

(16,616,070

)

 

$

   

$

   

$

54,120,835

   

$

353,064

   

The following table summarizes the quantitative inputs used for investments categorized as Level 3 of the fair value hierarchy as of November 30, 2022:

Investments in
Securities
  Fair Value at
November 30,
2022
  Valuation
Technique
  Unobservable
Input
  Range of
Values
  Weighted
Average
 
Common Stocks
 
 
 

$

52,199,568

  Deal Value
 
 
  Final
determination
on Dissent
  $21-$24
 
 
  $21.90
 
 
 
Rights
 
 
 
  1,339,867


  Discounted,
probability
adjusted
value
  Discount
Rate,
Probability
 
  10%, 16.14%-40.43%
 
 
 
  10%, 21.95%
 
 
 
 
Private
Investments
  581,400
  Recovery
Value
  Proceeds from
winding down
  $2
 
  $2.0000
 
 

See Notes to Financial Statements.

Semi-Annual Report | November 30, 2022
13


Water Island Event-Driven Fund  Portfolio Information

November 30, 2022 (Unaudited)

Performance^ (annualized returns as of November 30, 2022)

  One
Year
  Five
Year
  Ten
Year
  Since
Inception*
 

Water Island Event-Driven Fund Class R

   

-0.09

%

   

3.54

%

   

2.17

%

   

2.17

%

 

Water Island Event-Driven Fund Class I

   

0.18

%

   

3.80

%

   

2.42

%

   

2.42

%

 

Water Island Event-Driven Fund, Class A**

   

-3.46

%

   

2.84

%

   

N/A

     

1.57

%

 

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

   

1.10

%

   

1.21

%

   

0.73

%

   

0.62

%

 

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. Performance numbers reflect fee waivers and/or expense reimbursements by the Adviser and any recoupment by the Adviser of waived fees. Absent any applicable waivers and/or expense reimbursements, 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 1.80%, 1.55% and 1.80%, 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.

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


Water Island Event-Driven Fund  Portfolio Information (continued)

November 30, 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 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.

Semi-Annual Report | November 30, 2022
15


Water Island Event-Driven Fund  Portfolio of Investments

November 30, 2022 (Unaudited)

   

Shares

 

Value

 

COMMON STOCKS - 72.45%

 

Aerospace & Defense - 1.54%

 

Aerojet Rocketdyne Holdings, Inc.(a)

   

33,241

   

$

1,728,532

   

Banks - 3.42%

 

First Horizon Corp.

   

128,284

     

3,187,857

   

Home Capital Group, Inc.

   

20,532

     

651,761

   
     

3,839,618

   

Biotechnology - 1.35%

 

AVEO Pharmaceuticals, Inc.(a)

   

34,422

     

514,609

   

Imago Biosciences, Inc.(a)

   

9,049

     

322,959

   

Swedish Orphan Biovitrum AB(a)

   

31,212

     

674,952

   
     

1,512,520

   

Chemicals - 1.02%

 

Rogers Corp.(a)

   

10,508

     

1,145,792

   

Commercial Services - 2.63%

 

Caverion Oyj

   

53,072

     

384,378

   

Evo Payments, Inc., Class A(a)

   

70,574

     

2,379,049

   

Moneylion, Inc.(a)(b)

   

263,426

     

196,674

   
     

2,960,101

   

Computers & Computer Services - 1.17%

 

KnowBe4, Inc., Class A(a)

   

53,318

     

1,316,421

   

Construction Materials - 1.13%

 

Forterra, Inc.(a)(c)

   

53,067

     

1,273,608

   

Diversified Financial Services - 1.17%

 

Cowen, Inc., Class A

   

34,116

     

1,318,925

   

Electric - 4.29%

 

Electricite de France SA

   

122,660

     

1,531,680

   

PNM Resources, Inc.(d)

   

67,249

     

3,295,201

   
     

4,826,881

   

Electrical Components & Equipment - 0.35%

 

Somfy SA

   

2,633

     

393,450

   

Energy - Alternate Sources - 3.45%

 

Archaea Energy, Inc.(a)(d)

   

106,475

     

2,761,962

   

Siemens Gamesa Renewable Energy SA(a)

   

59,269

     

1,112,006

   
     

3,873,968

   

Engineering & Construction - 0.51%

 

HomeServe Plc(a)

   

40,134

     

576,105

   

See Notes to Financial Statements.

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


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

November 30, 2022 (Unaudited)

   

Shares

 

Value

 

COMMON STOCKS - 72.45% (Continued)

 

Entertainment - 0.16%

 

Cineplex, Inc.(a)

   

23,133

   

$

177,133

   

Environmental Control - 0.72%

 

Biffa Plc(e)

   

164,172

     

807,303

   

Forest Products & Paper - 1.10%

 

Resolute Forest Products, Inc.(a)(d)

   

58,862

     

1,241,988

   

Gas - 2.43%

 

South Jersey Industries, Inc.

   

78,614

     

2,727,906

   

Healthcare - Products - 1.73%

 

ABIOMED, Inc.(a)

   

5,159

     

1,949,019

   

Healthcare - Services - 4.39%

 

Cano Health, Inc.(a)

   

15,669

     

29,771

   

LHC Group, Inc.(a)

   

14,545

     

2,376,798

   

Mediclinic International Plc

   

147,780

     

882,010

   

Signify Health, Inc., Class A(a)(d)

   

57,601

     

1,648,541

   

UpHealth, Inc.(a)(b)

   

8,340

     

2,882

   
     

4,940,002

   

Home Furnishings - 1.52%

 

iRobot Corp.(a)

   

32,771

     

1,707,041

   

Insurance - 0.36%

 

Hartford Financial Services Group, Inc. (The)

   

5,355

     

408,961

   

Internet - 1.17%

 

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

   

7,623

     

171,262

   

Poshmark, Inc., Class A(a)

   

64,031

     

1,141,673

   
     

1,312,935

   

Machinery - Diversified - 1.14%

 

Altra Industrial Motion Corp.

   

21,882

     

1,282,723

   

Media - 6.53%

 

Shaw Communications, Inc., Class B

   

21,912

     

597,993

   

Houghton Mifflin Harcourt Co.(a)(c)

   

156,912

     

3,295,152

   

TEGNA, Inc.(d)

   

174,541

     

3,445,439

   
     

7,338,584

   

Pharmaceuticals - 1.17%

 

Myovant Sciences Ltd.(a)

   

48,869

     

1,312,621

   

See Notes to Financial Statements.

Semi-Annual Report | November 30, 2022
17


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

November 30, 2022 (Unaudited)

   

Shares

 

Value

 

COMMON STOCKS - 72.45% (Continued)

 

Real Estate Investment Trusts - 3.18%

 

STORE Capital Corp.

   

101,741

   

$

3,245,538

   

Summit Industrial Income REIT

   

19,349

     

324,365

   
     

3,569,903

   

Semiconductors - 1.39%

 

Magnachip Semiconductor Corp.(a)

   

37,044

     

374,885

   

Silicon Motion Technology Corp., ADR(d)

   

18,764

     

1,184,009

   
     

1,558,894

   

Software - 15.36%

 

1Life Healthcare, Inc.(a)

   

135,311

     

2,298,934

   

Activision Blizzard, Inc.(d)

   

52,611

     

3,890,583

   

AVEVA Group Plc

   

29,261

     

1,121,838

   

Black Knight, Inc.(a)(d)

   

5,765

     

357,372

   

BTRS Holdings, Inc., Class 1(a)

   

211,865

     

2,006,362

   

ForgeRock, Inc., Class A(a)

   

72,568

     

1,578,354

   

Micro Focus International Plc

   

122,402

     

770,376

   

Momentive Global, Inc.(a)(f)

   

135,658

     

1,075,768

   

UserTesting, Inc.(a)

   

173,588

     

1,288,023

   

VMware, Inc., Class A(a)(d)

   

23,708

     

2,880,285

   
     

17,267,895

   

Telecommunications - 4.78%

 

Sierra Wireless, Inc.(a)

   

99,244

     

2,910,827

   

Switch, Inc., Class A

   

71,836

     

2,460,383

   
     

5,371,210

   

Transportation - 3.29%

 

Atlas Air Worldwide Holdings, Inc.(a)

   

23,597

     

2,377,870

   

Atlas Corp.

   

85,839

     

1,319,345

   
     

3,697,215

   
TOTAL COMMON STOCKS
(Cost $87,931,697)
   

81,437,254

   

RIGHTS(a) - 0.08%

 

Bristol-Myers Squibb Co. CVR

   

67,803

     

67,803

   

Contra Zogenix, Inc. CVR(c)

   

26,158

     

19,077

   
TOTAL RIGHTS
(Cost $128,568)
   

86,880

   

See Notes to Financial Statements.

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


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

November 30, 2022 (Unaudited)

    Maturity
Date
 

Rate

  Principal
Amount
 

Value

 

CONVERTIBLE CORPORATE BONDS - 1.06%

 

Auto Manufacturers - 0.04%

 

Lightning eMotors, Inc.(e)

 

05/15/2024

   

7.500

%

 

$

79,000

   

$

46,910

   

Entertainment - 0.28%

 

Cineplex, Inc.(e)

 

09/30/2025

   

5.750

%

   

392,000

     

313,839

   

Healthcare - Services - 0.40%

 

UpHealth, Inc.(e)

 

06/15/2026

   

6.250

%

   

217,000

     

64,558

   
UpHealth, Inc., Variable Rate,
(SOFR plus 9.00%)(e)
 

12/15/2025

   

12.810

%

   

409,000

     

380,779

   
     

445,337

   

Software - 0.34%

 

Kaleyra, Inc.(e)

 

06/01/2026

   

6.125

%

   

488,000

     

386,322

   
TOTAL CONVERTIBLE CORPORATE BONDS
(Cost $1,481,431)
   

1,192,408

   

 

   

Shares

 

Value

 

WARRANTS(a) - 0.00%(g)

 

Commercial Services - 0.00%(g)

 

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

   

22,640

   

$

2,264

   

Healthcare - Services - 0.00%(g)

 

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

   

834

     

22

   
TOTAL WARRANTS
(Cost $0)
   

2,286

   

PRIVATE INVESTMENTS(a)(b)(c)(h) - 0.04%

 

Fast Capital LLC

   

22,800

     

45,600

   
TOTAL PRIVATE INVESTMENTS
(Cost $23,591)
   

45,600

   

 

    Expiration
Date
  Exercise
Price
  Notional
Amount
 

Contracts

 

Value

 

PURCHASED OPTIONS(a) - 0.07%

 

Call Options Purchased - 0.06%

 

Broadcom, Inc.

 
   

12/2022

 

$

500.00

   

$

110,206

     

2

   

$

11,010

   
   

12/2022

   

520.00

     

275,515

     

5

     

19,325

   
   

12/2022

   

550.00

     

1,046,957

     

19

     

35,530

   

Ironsource Ltd.

 

12/2022

   

5.00

     

68,774

     

251

     

0

   
TOTAL CALL OPTIONS PURCHASED
(Cost $112,328)
   

65,865

   

See Notes to Financial Statements.

Semi-Annual Report | November 30, 2022
19


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

November 30, 2022 (Unaudited)

    Expiration
Date
  Exercise
Price
  Notional
Amount
 

Contracts

 

Value

 

PURCHASED OPTIONS(a) - 0.07% (Continued)

 

Put Options Purchased - 0.01%

 

Momentive Global, Inc.

 

12/2022

 

$

6.00

   

$

794,586

     

1,002

   

$

7,515

   

Tenneco, Inc.

 

01/2023

   

10.00

     

479,760

     

240

     

0

   
TOTAL PUT OPTIONS PURCHASED
(Cost $85,251)
   

7,515

   
TOTAL PURCHASED OPTIONS
(Cost $197,579)
   

73,380

   

 

   

Yield

 

Shares

 

Value

 

SHORT-TERM INVESTMENTS - 19.21%

 

Money Market Funds

 
Morgan Stanley Institutional Liquidity Fund -
Government Portfolio
   

3.629

%(i)

   

10,797,420

   

$

10,797,420

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

3.776

%(i)

   

10,797,420

     

10,797,420

   
     

21,594,840

   
TOTAL SHORT-TERM INVESTMENTS
(Cost $21,594,840)
   

21,594,840

   
Total Investments - 92.91%
(Cost $111,357,706)
   

104,432,648

   

Other Assets in Excess of Liabilities - 7.09%(j)

   

7,968,293

   

NET ASSETS - 100.00%

 

$

112,400,941

   

Portfolio Footnotes

(a)  Non-income-producing security.

(b)  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 $245,178 or 0.22% of net assets.

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

   

(c)  Security fair valued using significant unobservable inputs and classified as a Level 3 security. As of November 30, 2022, the total fair market value of these securities was $4,633,437, representing 4.12% of net assets.

See Notes to Financial Statements.

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


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

November 30, 2022 (Unaudited)

(d)  Security, or a portion of security, is being held as collateral for short sales, written option contracts or forward foreign currency exchange contracts. At November 30, 2022, the aggregate fair market value of those securities was $9,554,560, representing 8.50% of net assets.

(e)  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 November 30, 2022, these securities had a total value of $2,170,973 or 1.93% 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)  Rate shown is the 7-day effective yield as of November 30, 2022.

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

SCHEDULE OF SECURITIES SOLD SHORT

 

Shares

 

Value

 

SECURITIES SOLD SHORT - (0.44%)

 

COMMON STOCKS SOLD SHORT - (0.44%)

 

Entertainment - (0.02%)

 

Cineplex, Inc.

   

(3,228

)

 

$

(24,717

)

 

Semiconductors - (0.42%)

 

Broadcom, Inc.

   

(371

)

   

(204,432

)

 

MaxLinear, Inc.

   

(7,281

)

   

(266,485

)

 
     

(470,917

)

 
TOTAL COMMON STOCKS SOLD SHORT
(Proceeds $484,408)
   

(495,634

)

 
TOTAL SECURITIES SOLD SHORT
(Proceeds $484,408)
 

$

(495,634

)

 

 

WRITTEN OPTIONS

  Expiration
Date
  Exercise
Price
  Notional
Amount
 

Contracts

 

Value

 

Written Put Options

 

Tenneco, Inc.

 

01/2023

 

$

5.00

   

$

(7,996

)

   

(4

)

 

$

(0

)

 
TOTAL WRITTEN OPTIONS
(Premiums received $13)
 

$

(0

)

 

See Notes to Financial Statements.

Semi-Annual Report | November 30, 2022
21


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

November 30, 2022 (Unaudited)

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
 
 
  Distell
Group
Holdings
Ltd.
 
 
  Paid
1 Month
SABOR
Plus
125 bps
(7.320%)
 




11/17/2022
 

$

   

$

   

$

0

   

ZAR

1,140,749

   

$

0

   
Goldman
Sachs &
Co./
Monthly
 
 
  Distell
Group
Holdings
Ltd.
 
 
  Paid
1 Month
JIBAR
Plus
95 bps
(7.342%)
 




11/20/2023
   

     

     

4,546

   

ZAR

5,097,392

     

4,546

   
                       

$

4,546

       

$

4,546

   
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
Depreciation
 
Morgan
Stanley &
Co./
Monthly
 
 
 
  Broadcom,
Inc.
 
 
 
 
 
  Received
1 Month-
Federal
Rate
Minus
40 bps
(-3.430%)
 





10/29/2024
 

$

   

$

   

$

(211,580

)

 

USD

1,229,364

   

$

(211,580

)

 
Morgan
Stanley &
Co./
Monthly
 
 
 
  Intercontinental
Exchange,
Inc.
 
 
 
 
  Received
1 Month-
Federal
Rate
Minus
40 bps
(-3.430%)
 





10/29/2024
   

     

     

(10,421

)

 

USD

78,176

     

(10,421

)

 
                       

$

(222,001

)

     

$

(222,001

)

 

See Notes to Financial Statements.

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


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

November 30, 2022 (Unaudited)

OUTSTANDING FORWARD FOREIGN CURRENCY EXCHANGE CONTRACTS

Currency
Purchased
 

Currency Sold

 

Counterparty

  Settlement
Date
  Unrealized
Appreciation
 

CAD

34,500

   

USD

25,051

   

Morgan Stanley & Co.

 

12/15/2022

 

$

601

   

USD

1,896,399

   

CAD

2,513,300

   

Morgan Stanley & Co.

 

12/15/2022

   

27,640

   

EUR

3,632,400

   

USD

3,683,927

   

Morgan Stanley & Co.

 

12/15/2022

   

99,860

   

GBP

586,200

   

USD

650,337

   

Morgan Stanley & Co.

 

12/15/2022

   

56,489

   

SEK

1,613,800

   

USD

146,487

   

Morgan Stanley & Co.

 

12/15/2022

   

7,310

   

USD

40,083

   

SEK

418,200

   

Morgan Stanley & Co.

 

12/15/2022

   

228

   
   

$

192,128

   
Currency
Purchased
 

Currency Sold

 

Counterparty

  Settlement
Date
  Unrealized
Depreciation
 

USD

237,678

   

CAD

324,100

   

Morgan Stanley & Co.

 

12/15/2022

 

$

(3,306

)

 

USD

7,913,026

   

EUR

7,877,500

   

Morgan Stanley & Co.

 

12/15/2022

   

(292,784

)

 

USD

4,655,840

   

GBP

4,050,200

   

Morgan Stanley & Co.

 

12/15/2022

   

(227,792

)

 

SEK

14,900,800

   

USD

1,445,420

   

Morgan Stanley & Co.

 

12/15/2022

   

(25,367

)

 

USD

2,175,079

   

SEK

23,228,300

   

Morgan Stanley & Co.

 

12/15/2022

   

(38,589

)

 
   

$

(587,838

)

 

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

Country

 

% of Net Assets(a)

 

United States

   

77.26

%

 

Canada

   

5.60

%

 

United Kingdom

   

4.87

%

 

France

   

1.71

%

 

Taiwan

   

1.05

%

 

Spain

   

0.99

%

 

Sweden

   

0.60

%

 

Finland

   

0.34

%

 

Republic of Korea

   

0.34

%

 

Netherlands

   

0.15

%

 

Other Assets in Excess of Liabilities

   

7.09

%

 
     

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

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

CAD - Canadian dollar

CVR - Contingent Value Rights

EUR - Euro

See Notes to Financial Statements.

Semi-Annual Report | November 30, 2022
23


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

November 30, 2022 (Unaudited)

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.

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

SOFR - Secured Overnight Financing Rate

USD - United States Dollar

ZAR - South African rand

The following table summarizes the Water Island Event-Driven Fund's investments and derivative financial instruments categorized in the fair value hierarchy as of November 30, 2022:

Investments in Securities at Fair Value*

 

Level 1

 

Level 2

 

Level 3

 

Total

 

Assets

 

Common Stocks

 

Aerospace & Defense

 

$

1,728,532

   

$

   

$

   

$

1,728,532

   

Banks

   

3,839,618

     

     

     

3,839,618

   

Biotechnology

   

1,512,520

     

     

     

1,512,520

   

Chemicals

   

1,145,792

     

     

     

1,145,792

   

Commercial Services

   

2,960,101

     

     

     

2,960,101

   

Computers & Computer Services

   

1,316,421

     

     

     

1,316,421

   

Construction Materials

   

     

     

1,273,608

     

1,273,608

   

Diversified Financial Services

   

1,318,925

     

     

     

1,318,925

   

Electric

   

4,826,881

     

     

     

4,826,881

   

Electrical Components & Equipment

   

393,450

     

     

     

393,450

   

Energy - Alternate Sources

   

3,873,968

     

     

     

3,873,968

   

Engineering & Construction

   

576,105

     

     

     

576,105

   

Entertainment

   

177,133

     

     

     

177,133

   

Environmental Control

   

807,303

     

     

     

807,303

   

Forest Products & Paper

   

1,241,988

     

     

     

1,241,988

   

Gas

   

2,727,906

     

     

     

2,727,906

   

Healthcare - Products

   

1,949,019

     

     

     

1,949,019

   

Healthcare - Services

   

4,940,002

     

     

     

4,940,002

   

Home Furnishings

   

1,707,041

     

     

     

1,707,041

   

Insurance

   

408,961

     

     

     

408,961

   

Internet

   

1,312,935

     

     

     

1,312,935

   

Machinery - Diversified

   

1,282,723

     

     

     

1,282,723

   

Media

   

4,043,432

     

     

3,295,152

     

7,338,584

   

Pharmaceuticals

   

1,312,621

     

     

     

1,312,621

   

Real Estate Investment Trusts

   

3,569,903

     

     

     

3,569,903

   

Semiconductors

   

1,558,894

     

     

     

1,558,894

   

See Notes to Financial Statements.

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


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

November 30, 2022 (Unaudited)

Investments in Securities at Fair Value*

 

Level 1

 

Level 2

 

Level 3

 

Total

 

Software

 

$

17,267,895

   

$

   

$

   

$

17,267,895

   

Telecommunications

   

5,371,210

     

     

     

5,371,210

   

Transportation

   

3,697,215

     

     

     

3,697,215

   

Rights

   

     

67,803

     

19,077

     

86,880

   

Convertible Corporate Bonds**

   

     

1,192,408

     

     

1,192,408

   

Warrants**

   

2,286

     

     

     

2,286

   

Private Investments

   

     

     

45,600

     

45,600

   

Purchased Options

   

73,380

     

     

     

73,380

   

Short-Term Investments

   

21,594,840

     

     

     

21,594,840

   

TOTAL

 

$

98,539,000

   

$

1,260,211

   

$

4,633,437

   

$

104,432,648

   

Other Financial Instruments***

 

Assets

 
Forward Foreign Currency
Exchange Contracts
 

$

   

$

192,128

   

$

   

$

192,128

   

Equity Swaps

   

4,546

     

     

     

4,546

   

Liabilities

 

Common Stocks**

   

(495,634

)

   

     

     

(495,634

)

 

Written Options

   

(0

)

   

     

     

(0

)

 
Forward Foreign Currency
Exchange Contracts
   

     

(587,838

)

   

     

(587,838

)

 

Equity Swaps

   

(222,001

)

   

     

     

(222,001

)

 

TOTAL

 

$

(713,089

)

 

$

(395,710

)

 

$

   

$

(1,108,799

)

 

*  Refer to Note 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 November 30, 2022:

Investments
in Securities
  Balance as of
May 31, 2022
  Realized
Gain
(Loss)
  Change in
Unrealized
Appreciation
(Depreciation)
 

Purchases

  Sales
Proceeds
  Transfers
into
Level 3
  Transfers
out of
Level 3
  Balance as of
November 30,
2022
  Net change in
Unrealized
Appreciation
(Depreciation)
from
investments
still held
as of
November 30,
2022
 
Common
Stocks
 

$

6,103,595

   

$

22,683

   

$

(22,683

)

 

$

   

$

(1,534,835

)

 

$

   

$

   

$

4,568,760

   

$

   

Rights

   

18,187

         

890

     

     

     

     

     

19,077

     

890

   
Private
Investments
   

22,800

     

     

22,800

     

     

     

     

     

45,600

     

22,800

   

Total

 

$

6,144,582

   

$

22,683

   

$

1,007

   

$

   

$

(1,534,835

)

 

$

   

$

   

$

4,633,437

   

$

23,690

   

See Notes to Financial Statements.

Semi-Annual Report | November 30, 2022
25


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

November 30, 2022 (Unaudited)

The following table summarizes the quantitative inputs used for investments categorized as Level 3 of the fair value hierarchy as of November 30, 2022:

Investments in
Securities
  Fair Value at
November 30,
2022
  Valuation
Technique
  Unobservable
Input
  Range of
Values
  Weighted
Average
 
Common Stocks
 
 
 

$

4,568,760

  Deal Value
 
 
  Final
determination
on Dissent
  $21-$24
 
 
  $21.83
 
 
 
Rights
 
 
 
  19,077


  Discounted,
probability
adjusted
value
  Discount Rate,
Probability
 
 
  10%, 40.43%
 
 
 
  10%, 40.43%
 
 
 
 
Private
Investments
  45,600
  Recovery
Value
  Proceeds from
winding down
  $2
 
  $2.0000
 
 

See Notes to Financial Statements.

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


Water Island Credit Opportunities Fund  Portfolio Information

November 30, 2022 (Unaudited)

Performance^ (annualized returns as of November 30, 2022)

  One
Year
  Five
Year
  Ten
Year
  Since
Inception*
 

Water Island Credit Opportunities Fund, Class R

   

-1.72

%

   

2.92

%

   

2.48

%

   

2.45

%

 

Water Island Credit Opportunities Fund, Class I

   

-1.49

%

   

3.17

%

   

2.72

%

   

2.69

%

 

Water Island Credit Opportunities Fund, Class A**

   

-4.95

%

   

2.25

%

   

N/A

     

2.01

%

 

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

   

1.10

%

   

1.21

%

   

0.73

%

   

0.72

%

 

Bloomberg U.S. Aggregate Bond Index

   

-12.84

%

   

0.21

%

   

1.09

%

   

1.10

%

 

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 1.62%, 1.37% and 1.62%, 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.

Semi-Annual Report | November 30, 2022
27


Water Island Credit Opportunities Fund  Portfolio Information (continued)

November 30, 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 Water Island Credit Opportunities Fund's investments (including short sales and excluding derivatives) as of the report date.

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


Water Island Credit Opportunities Fund  Portfolio of Investments

November 30, 2022 (Unaudited)

    Maturity
Date
 

Rate

  Principal
Amount
 

Value

 

BANK LOAN - 4.11%

 

Commercial Services - 4.11%

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

07/21/2026

   

8.571

%

 

$

4,960,938

   

$

4,933,057

   
TOTAL BANK LOANS
(Cost $4,971,219)
   

4,933,057

   

CORPORATE BONDS - 49.23%

 

Aerospace & Defense - 1.03%

 

Howmet Aerospace, Inc.

 

10/01/2024

   

5.125

%

   

1,250,000

     

1,238,594

   

Banks - 0.75%

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

03/15/2028

   

3.943

%

   

1,000,000

     

900,000

   

Chemicals - 2.56%

 

Valvoline, Inc.(a)(b)

 

02/15/2030

   

4.250

%

   

3,160,000

     

3,071,232

   

Distribution/Wholesale - 2.86%

 

IAA, Inc.(b)

 

06/15/2027

   

5.500

%

   

3,500,000

     

3,438,750

   

Diversified Financial Services - 3.15%

 

Cowen, Inc.(a)(b)

 

05/06/2024

   

7.250

%

   

3,750,000

     

3,785,998

   

Electrical Components & Equipment - 0.08%

 

WESCO Distribution, Inc.(b)

 

06/15/2025

   

7.125

%

   

100,000

     

101,250

   

Entertainment - 0.90%

 

Caesars Entertainment, Inc.(b)

 

07/01/2025

   

6.250

%

   

1,090,000

     

1,077,250

   

Food - 3.68%

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

04/15/2025

   

7.500

%

   

3,749,000

     

3,664,498

   

US Foods, Inc.(b)

 

04/15/2025

   

6.250

%

   

750,000

     

757,005

   
     

4,421,503

   

Hand/Machine Tools - 2.00%

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

07/15/2025

   

8.750

%

   

3,000,000

     

2,400,000

   

Internet - 6.07%

 

Gen Digital, Inc.(a)(b)

 

04/15/2025

   

5.000

%

   

1,407,000

     

1,364,790

   

Getty Images, Inc.(b)

 

03/01/2027

   

9.750

%

   

6,000,000

     

5,925,000

   
     

7,289,790

   

See Notes to Financial Statements.

Semi-Annual Report | November 30, 2022
29


Water Island Credit Opportunities Fund  Portfolio of Investments (continued)

November 30, 2022 (Unaudited)

    Maturity
Date
 

Rate

  Principal
Amount
 

Value

 

CORPORATE BONDS - 49.23% (Continued)

 

Machinery - Diversified - 3.10%

 

JPW Industries Holding Corp.(a)(b)

 

10/01/2024

   

9.000

%

 

$

2,000,000

   

$

1,707,500

   

Stevens Holding Co., Inc.(b)

 

10/01/2026

   

6.125

%

   

2,000,000

     

2,016,820

   
     

3,724,320

   

Office/Business Equip - 2.56%

 

Xerox Holdings Corp.(a)(b)

 

08/15/2025

   

5.000

%

   

3,307,000

     

3,075,146

   

Oil & Gas - 2.59%

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

12/15/2025

   

7.750

%

   

3,190,000

     

3,110,250

   

Packaging & Containers - 0.94%

 

LABL, Inc.(b)

 

07/15/2026

   

6.750

%

   

1,175,000

     

1,122,125

   

Real Estate Investment Trusts - 8.30%

 

iStar, Inc.(a)

 

10/01/2024

   

4.750

%

   

2,295,000

     

2,257,950

   
   

02/15/2026

   

5.500

%

   

2,900,000

     

2,895,528

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

02/15/2025

   

7.875

%

   

4,796,000

     

4,816,158

   
     

9,969,636

   

Software - 0.60%

 

PTC, Inc.(a)(b)

 

02/15/2025

   

3.625

%

   

750,000

     

714,947

   

Telecommunications - 8.06%

 

Altice France Holding SA(b)

 

05/15/2027

   

10.500

%

   

6,500,000

     

5,135,000

   

Switch Ltd.(b)

 

09/15/2028

   

3.750

%

   

4,500,000

     

4,536,462

   
     

9,671,462

   
TOTAL CORPORATE BONDS
(Cost $62,717,707)
   

59,112,253

   

CONVERTIBLE CORPORATE BONDS - 20.45%

 

Aerospace & Defense - 2.31%

 

Kaman Corp.(a)

 

05/01/2024

   

3.250

%

   

3,000,000

     

2,776,500

   

Auto Manufacturers - 0.48%

 

Lightning eMotors, Inc.(b)

 

05/15/2024

   

7.500

%

   

973,000

     

577,767

   

Commercial Services - 1.63%

 

Block, Inc.(a)

 

03/01/2025

   

0.125

%

   

2,000,000

     

1,952,500

   

Diversified Financial Services - 1.12%

 

WisdomTree, Inc.

 

06/15/2026

   

3.250

%

   

1,500,000

     

1,349,250

   

Entertainment - 0.38%

 

Cineplex, Inc.(b)

 

09/30/2025

   

5.750

%

   

567,000

     

453,946

   

See Notes to Financial Statements.

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


Water Island Credit Opportunities Fund  Portfolio of Investments (continued)

November 30, 2022 (Unaudited)

    Maturity
Date
 

Rate

  Principal
Amount
 

Value

 

CONVERTIBLE CORPORATE BONDS - 20.45% (Continued)

 

Healthcare - Services - 0.90%

 

UpHealth, Inc.(b)

 

06/15/2026

   

6.250

%

 

$

689,000

   

$

204,978

   
UpHealth, Inc., Variable Rate,
(SOFR plus 9.00%)(b)
 

12/15/2025

   

12.810

%

   

938,000

     

873,278

   
     

1,078,256

   

Internet - 5.23%

 

Spotify USA, Inc.(c)

 

03/15/2026

   

0.000

%

   

3,500,000

     

2,798,250

   

Zendesk, Inc.

 

06/15/2025

   

0.625

%

   

3,500,000

     

3,480,400

   
     

6,278,650

   

Pharmaceuticals - 1.64%

 

Paratek Pharmaceuticals, Inc.(a)

 

05/01/2024

   

4.750

%

   

2,250,000

     

1,973,025

   

Software - 6.76%

 

1Life Healthcare, Inc.(a)

 

06/15/2025

   

3.000

%

   

1,000,000

     

965,500

   

Avalara, Inc.

 

08/01/2026

   

0.250

%

   

3,000,000

     

2,992,500

   

Kaleyra, Inc.(a)(b)

 

06/01/2026

   

6.125

%

   

1,900,000

     

1,504,123

   

RingCentral, Inc.(a)(c)

 

03/01/2025

   

0.000

%

   

3,105,000

     

2,654,775

   
     

8,116,898

   
TOTAL CONVERTIBLE CORPORATE BONDS
(Cost $28,128,352)
   

24,556,792

   

 

   

Shares

 

Value

 

WARRANTS(d) - 0.00%(e)

 

Auto Manufacturers - 0.00%(e)

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

53,913

   

$

3,774

   
TOTAL WARRANTS
(Cost $0)
       

3,774

   

 

    Expiration
Date
  Exercise
Price
  Notional
Amount
 

Contracts

 

Value

 

PURCHASED OPTIONS(d) - 0.32%

 

Call Options Purchased - 0.32%

 
Caesars
Entertainment, Inc.
 

01/2023

 

$

50.00

   

$

508,100

     

100

   

$

47,750

   

Gen Digital, Inc.

 

12/2022

   

23.00

     

803,600

     

350

     

18,375

   

Howmet Aerospace, Inc.

 

01/2023

   

35.00

     

791,070

     

210

     

82,950

   

Par Pacific Holdings, Inc.

 

12/2022

   

25.00

     

2,343,000

     

1,000

     

50,000

   

SPDR S&P 500 ETF Trust

 

01/2023

   

425.00

     

10,192,000

     

250

     

117,625

   

Uniti Group, Inc.

 

02/2023

   

9.00

     

762,000

     

1,000

     

17,500

   

See Notes to Financial Statements.

Semi-Annual Report | November 30, 2022
31


Water Island Credit Opportunities Fund  Portfolio of Investments (continued)

November 30, 2022 (Unaudited)

    Expiration
Date
  Exercise
Price
  Notional
Amount
 

Contracts

 

Value

 

PURCHASED OPTIONS(d) - 0.32% (Continued)

 

Call Options Purchased - 0.32% (Continued)

 
WESCO
International, Inc.
 

12/2022

 

$

150.00

   

$

644,600

     

50

   

$

1,000

   

Xerox Holdings Corp.

 

01/2023

   

17.00

     

1,141,700

     

700

     

42,000

   
TOTAL CALL OPTIONS PURCHASED
(Cost $394,675)
                   

377,200

   
TOTAL PURCHASED OPTIONS
(Cost $394,675)
                   

377,200

   

 

   

Yield

 

Shares

 

Value

 

SHORT-TERM INVESTMENTS - 14.09%

 

Money Market Funds

 
Morgan Stanley Institutional Liquidity Fund -
Government Portfolio
   

3.629

%(f)

   

8,458,173

   

$

8,458,173

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

3.776

%(f)

   

8,458,172

     

8,458,172

   

 

     

16,916,345

   
TOTAL SHORT-TERM INVESTMENTS
(Cost $16,916,345)
   

16,916,345

   
Total Investments - 88.20%
(Cost $113,128,298)
   

105,899,421

   

Other Assets in Excess of Liabilities - 11.80%(g)

   

14,169,439

   

NET ASSETS - 100.00%

 

$

120,068,860

   

Portfolio Footnotes

(a)  Security, or a portion of security, is being held as collateral for short sales or forward foreign currency exchange contracts. At November 30, 2022, the aggregate fair market value of those securities was $32,048,314, representing 26.69% of net assets.

(b)  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 November 30, 2022, these securities had a total value of $55,434,273 or 46.17% of net assets.

(c)  Represents a zero coupon bond.

(d)  Non-income-producing security.

(e)  Less than 0.005% of net assets.

(f)  Rate shown is the 7-day effective yield as of November 30, 2022.

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

See Notes to Financial Statements.

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


Water Island Credit Opportunities Fund  Portfolio of Investments (continued)

November 30, 2022 (Unaudited)

SCHEDULE OF SECURITIES SOLD SHORT

 

Shares

 

Value

 

SECURITIES SOLD SHORT - (2.73%)

 

COMMON STOCKS SOLD SHORT - (2.73%)

 

Aerospace & Defense - (0.45%)

 

Howmet Aerospace, Inc.

   

(13,300

)

 

$

(501,011

)

 

Kaman Corp.

   

(1,800

)

   

(36,666

)

 
     

(537,677

)

 

Commercial Services - (0.38%)

 

Block, Inc.

   

(6,800

)

   

(460,836

)

 

Diversified Financial Services - (0.10%)

 

WisdomTree Investments, Inc.

   

(20,400

)

   

(113,628

)

 

Entertainment - (0.44%)

 

Caesars Entertainment, Inc.

   

(5,300

)

   

(269,293

)

 

Cineplex, Inc.

   

(33,300

)

   

(254,983

)

 
     

(524,276

)

 

Internet - (0.33%)

 

Gen Digital, Inc.

   

(14,200

)

   

(326,032

)

 

Spotify Technology SA

   

(800

)

   

(63,536

)

 
     

(389,568

)

 

Machinery - Diversified - (0.08%)

 

Altra Industrial Motion Corp.

   

(1,700

)

   

(99,654

)

 

Office/Business Equip - (0.20%)

 

Xerox Holdings Corp.

   

(15,000

)

   

(244,650

)

 

Oil & Gas - (0.67%)

 

Par Pacific Holdings, Inc.

   

(34,489

)

   

(808,077

)

 

Pharmaceuticals - (0.02%)

 

Paratek Pharmaceuticals, Inc.

   

(11,450

)

   

(25,419

)

 

Real Estate Investment Trusts - (0.03%)

 

Uniti Group, Inc.

   

(4,900

)

   

(37,338

)

 

Software - (0.03%)

 

RingCentral, Inc., Class A

   

(900

)

   

(33,354

)

 
TOTAL COMMON STOCKS SOLD SHORT
(Proceeds $4,245,049)
       

(3,274,477

)

 
TOTAL SECURITIES SOLD SHORT
(Proceeds $4,245,049)
     

$

(3,274,477

)

 

See Notes to Financial Statements.

Semi-Annual Report | November 30, 2022
33


Water Island Credit Opportunities Fund  Portfolio of Investments (continued)

November 30, 2022 (Unaudited)

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
Depreciation
 
Morgan
Stanley &
Co./
Monthly
 
 
 
  SPDR
Bloomberg
High Yield
Bond ETF
 
 
 
  Received
1 Month-
Federal
Rate
Minus
153 bps
(-2.300%)
 

10/29/2024

 

$

   

$

   

$

(108,142

)

 

USD

3,502,945

   

$

(108,142

)

 

OUTSTANDING FORWARD FOREIGN CURRENCY EXCHANGE CONTRACTS

Currency
Purchased
 

Currency Sold

 

Counterparty

  Settlement
Date
  Unrealized
Appreciation
 

CAD

102,700

   

USD

75,048

   

Morgan Stanley & Co.

 

12/15/2022

 

$

1,313

   

USD

261,826

   

CAD

344,100

   

Morgan Stanley & Co.

 

12/15/2022

   

5,971

   
   

$

7,284

   
Currency
Purchased
 

Currency Sold

 

Counterparty

  Settlement
Date
  Unrealized
Depreciation
 

CAD

88,600

   

USD

66,323

   

Morgan Stanley & Co.

 

12/15/2022

 

$

(444

)

 

USD

83,091

   

CAD

113,300

   

Morgan Stanley & Co.

 

12/15/2022

   

(1,153

)

 
   

$

(1,597

)

 

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

Country

 

% of Net Assets(a)

 

United States

   

83.54

%

 

Luxembourg

   

4.28

%

 

Canada

   

0.38

%

 

Other Assets in Excess of Liabilities

   

11.80

%

 
     

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

See Notes to Financial Statements.

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


Water Island Credit Opportunities Fund  Portfolio of Investments (continued)

November 30, 2022 (Unaudited)

Ltd. - Limited

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

SOFR - Secured Overnight Financing Rate

S&P - Standard & Poor's

SPDR - Standard & Poor's Depositary Receipt

USD - United States Dollar

The following table summarizes the Water Island Credit Opportunities Fund's investments and derivative financial instruments categorized in the fair value hierarchy as of November 30, 2022:

Investments in Securities at Fair Value*

 

Level 1

 

Level 2

 

Level 3

 

Total

 

Assets

 

Bank Loans

 

$

   

$

4,933,057

   

$

   

$

4,933,057

   

Corporate Bonds**

   

     

59,112,253

     

     

59,112,253

   

Convertible Corporate Bonds**

   

     

24,556,792

     

     

24,556,792

   

Warrants**

   

3,774

     

     

     

3,774

   

Purchased Options

   

377,200

     

     

     

377,200

   

Short-Term Investments

   

16,916,345

     

     

     

16,916,345

   

TOTAL

 

$

17,297,319

   

$

88,602,102

   

$

   

$

105,899,421

   

Other Financial Instruments***

 

Assets

 
Forward Foreign Currency Exchange
Contracts
 

$

   

$

7,284

   

$

   

$

7,284

   

Liabilities

 

Common Stocks**

   

(3,274,477

)

   

     

     

(3,274,477

)

 
Forward Foreign Currency Exchange
Contracts
   

     

(1,597

)

   

     

(1,597

)

 

Equity Swaps

   

(108,142

)

   

     

     

(108,142

)

 

TOTAL

 

$

(3,382,619

)

 

$

5,687

   

$

   

$

(3,376,932

)

 

*  Refer to Note 2 where leveling hierarchy is defined.

**  Refer to Portfolio of Investments for sector information.

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

See Notes to Financial Statements.

Semi-Annual Report | November 30, 2022
35


The Arbitrage Funds

   

Arbitrage Fund

  Water Island
Event-Driven
Fund
 

ASSETS

 

Investments:

 

At cost of unaffiliated investments

 

$

1,356,564,986

   

$

111,357,706

   

At cost of affiliated investments

   

60,632,644

     

   

At fair value of unaffiliated investments (Note 2)

   

1,283,287,776

     

104,432,648

   

At fair value of affiliated investments (Note 2)

   

72,923,232

     

   

Cash

   

13,878,917

     

1,220,877

   

Cash denominated in foreign currency (Cost $87,720, $3,819 and $0)

   

89,530

     

3,876

   

Deposits with brokers for securities sold short (Note 2)

   

5,622,001

     

466,705

   

Segregated cash for collateral (Note 2)

   

530,000

     

630,000

   

Receivable for investment securities sold

   

92,043,736

     

6,979,203

   

Receivable for capital shares sold

   

1,954,246

     

12,562

   

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

   

3,325,803

     

192,128

   

Unrealized appreciation on swap contracts

   

21,851

     

4,546

   

Dividends and interest receivable

   

1,465,324

     

121,778

   

Miscellaneous receivable

   

379,257

     

   

Prepaid expenses

   

46,568

     

30,045

   

Total Assets

   

1,475,568,241

     

114,094,368

   

LIABILITIES

 

Securities sold short, at value (Note 2) (proceeds $5,735,213, $484,408 and $4,245,049)

   

5,985,763

     

495,634

   

Written Options, at value (Note 2) (premiums received $171, $13 and $0)

   

     

   

Due to bank

   

     

   

Payable for investment securities purchased

   

8,851,304

     

148,291

   

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

   

9,516,523

     

587,838

   

Unrealized depreciation on swap contracts

   

3,029,326

     

222,001

   

Payable for capital shares redeemed

   

2,384,065

     

40,464

   

Payable to Adviser (Note 5)

   

1,202,044

     

105,585

   

Dividends payable on securities sold short

   

     

   

Payable to Distributor (Note 5)

   

29,709

     

1,362

   

Payable to Administrator (Note 5)

   

115,342

     

21,185

   

Payable to Transfer Agent (Note 5)

   

154,460

     

10,681

   

Payable to Custodian

   

42,869

     

21,068

   

Income distribution payable

   

     

   

Interest expense payable

   

626

     

   

Payable for swap reset

   

65,345

     

105

   

Audit and legal fees payable

   

63,168

     

17,357

   

Payable to Trustees

   

76,396

     

7,642

   

Chief Compliance Officer Fees payable (Note 5)

   

58,869

     

3,946

   

Chief Financial Officer Fees payable (Note 5)

   

4,981

     

904

   

Other accrued expenses and liabilities

   

29,699

     

9,364

   

Total Liabilities

   

31,610,489

     

1,693,427

   

NET ASSETS

 

$

1,443,957,752

   

$

112,400,941

   

NET ASSETS CONSIST OF:

 

Paid-in capital

   

1,433,289,216

     

152,540,705

   

Distributable earnings (Accumulated loss)

   

10,668,536

     

(40,139,764

)

 

NET ASSETS

 

$

1,443,957,752

   

$

112,400,941

   

See Notes to Financial Statements.

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


  Statements of Assets and Liabilities

November 30, 2022 (Unaudited)

    Water Island
Credit
Opportunities Fund
 

ASSETS

 

Investments:

 

At cost of unaffiliated investments

 

$

113,128,298

   

At cost of affiliated investments

   

   

At fair value of unaffiliated investments (Note 2)

   

105,899,421

   

At fair value of affiliated investments (Note 2)

   

   

Cash

   

   

Cash denominated in foreign currency (Cost $87,720, $3,819 and $0)

   

   

Deposits with brokers for securities sold short (Note 2)

   

3,506,292

   

Segregated cash for collateral (Note 2)

   

1,290,000

   

Receivable for investment securities sold

   

15,843,035

   

Receivable for capital shares sold

   

99,423

   

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

   

7,284

   

Unrealized appreciation on swap contracts

   

   

Dividends and interest receivable

   

1,569,694

   

Miscellaneous receivable

   

   

Prepaid expenses

   

29,717

   

Total Assets

   

128,244,866

   

LIABILITIES

 

Securities sold short, at value (Note 2) (proceeds $5,735,213, $484,408 and $4,245,049)

   

3,274,477

   

Written Options, at value (Note 2) (premiums received $171, $13 and $0)

   

   

Due to bank

   

3,405,477

   

Payable for investment securities purchased

   

743,590

   

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

   

1,597

   

Unrealized depreciation on swap contracts

   

108,142

   

Payable for capital shares redeemed

   

300,653

   

Payable to Adviser (Note 5)

   

47,243

   

Dividends payable on securities sold short

   

1,775

   

Payable to Distributor (Note 5)

   

1,795

   

Payable to Administrator (Note 5)

   

30,684

   

Payable to Transfer Agent (Note 5)

   

19,058

   

Payable to Custodian

   

5,518

   

Income distribution payable

   

188,857

   

Interest expense payable

   

7,223

   

Payable for swap reset

   

   

Audit and legal fees payable

   

17,866

   

Payable to Trustees

   

7,426

   

Chief Compliance Officer Fees payable (Note 5)

   

5,244

   

Chief Financial Officer Fees payable (Note 5)

   

977

   

Other accrued expenses and liabilities

   

8,404

   

Total Liabilities

   

8,176,006

   

NET ASSETS

 

$

120,068,860

   

NET ASSETS CONSIST OF:

 

Paid-in capital

   

127,369,795

   

Distributable earnings (Accumulated loss)

   

(7,300,935

)

 

NET ASSETS

 

$

120,068,860

   

Semi-Annual Report | November 30, 2022
37


The Arbitrage Funds

   

Arbitrage Fund

  Water Island
Event-Driven
Fund
 

PRICING OF SHARES:

 

CLASS R SHARES:

 

Net assets applicable to Class R shares

 

$

59,828,522

   

$

4,441,661

   

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

   

4,750,001

     

407,222

   

Net asset value and offering price per share

 

$

12.60

   

$

10.91

   

CLASS I SHARES:

 

Net assets applicable to Class I shares

 

$

1,333,883,588

   

$

105,802,676

   

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

   

101,642,868

     

9,587,511

   

Net asset value and offering price per share

 

$

13.12

   

$

11.04

   

CLASS C SHARES:

 

Net assets applicable to Class C shares

 

$

10,739,449

   

$

   

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

   

922,272

     

   

Net asset value and offering price per share(a)

 

$

11.64

   

$

   

CLASS A SHARES:

 

Net assets applicable to Class A shares

 

$

39,506,193

   

$

2,156,604

   

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

   

3,143,656

     

198,137

   

Net asset value and offering price per share(a)

 

$

12.57

   

$

10.88

   

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

 

$

12.93

   

$

11.25

   

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
38


  Statements of Assets and Liabilities

November 30, 2022 (Unaudited)

    Water Island
Credit
Opportunities Fund
 

PRICING OF SHARES:

 

CLASS R SHARES:

 

Net assets applicable to Class R shares

 

$

8,608,114

   

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

   

893,351

   

Net asset value and offering price per share

 

$

9.64

   

CLASS I SHARES:

 

Net assets applicable to Class I shares

 

$

111,394,997

   

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

   

11,613,931

   

Net asset value and offering price per share

 

$

9.59

   

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

 

$

65,749

   

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

   

6,852

   

Net asset value and offering price per share(a)

 

$

9.60

   

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

 

$

9.92

   

Maximum sales charge

   

3.25

%

 

Semi-Annual Report | November 30, 2022
39


The Arbitrage Funds

   

Arbitrage Fund

  Water Island
Event-Driven
Fund
 

INVESTMENT INCOME

 

Dividend income

 

$

11,170,504

   

$

784,118

   

Foreign taxes withheld on dividends

   

(57,259

)

   

(2,595

)

 

Interest income

   

622,257

     

138,269

   

Non-cash dividends

   

654,336

     

   

Total Investment Income

   

12,389,838

     

919,792

   

EXPENSES

 

Investment advisory fees (Note 5)

   

8,151,982

     

622,390

   

Distribution and service fees (Note 5)

 

Class R

   

84,266

     

5,560

   

Class C

   

61,059

     

   

Class A

   

52,851

     

2,766

   

Administrative fees

   

142,713

     

24,462

   

Chief Compliance Officer fees

   

98,497

     

7,342

   

Trustees' fees

   

156,149

     

14,541

   

Dividend expense

   

152,945

     

6,078

   

Transfer agent fees

   

691,899

     

50,826

   

Custodian and bank service fees

   

95,901

     

27,659

   

Registration and filing fees

   

44,540

     

26,217

   

Printing of shareholder reports

   

59,756

     

4,730

   

Professional fees

   

95,460

     

14,311

   

Line of credit interest expense

   

     

5,319

   

Insurance expense

   

31,191

     

2,447

   

Chief Financial Officer fees

   

29,516

     

5,396

   

Other expenses

   

38,124

     

10,387

   

Total Expenses

   

9,986,849

     

830,431

   

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

   

(19,826

)

   

152

   

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

   

(417,482

)

   

3,824

   

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

   

(3,590

)

   

   

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

   

(12,461

)

   

81

   

Net Expenses

   

9,533,490

     

834,488

   

NET INVESTMENT INCOME (LOSS)

   

2,856,348

     

85,304

   

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

 

Net realized gains (losses) from:

 

Unaffiliated investments

   

22,402,360

     

2,926,412

   

Purchased option contracts

   

(694,059

)

   

(81,346

)

 

Swap contracts

   

5,146,920

     

403,680

   

Securities sold short

   

5,967,837

     

443,621

   

Written option contracts

   

(515,012

)

   

(40,997

)

 

Forward currency contracts

   

15,510,335

     

783,590

   

Foreign currency transactions (Note 8)

   

565,927

     

48,590

   

See Notes to Financial Statements.

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


  Statements of Operations

For the Six Months Ended November 30, 2022 (Unaudited)

    Water Island
Credit
Opportunities Fund
 

INVESTMENT INCOME

 

Dividend income

 

$

46,251

   

Foreign taxes withheld on dividends

   

   

Interest income

   

2,859,740

   

Non-cash dividends

   

   

Total Investment Income

   

2,905,991

   

EXPENSES

 

Investment advisory fees (Note 5)

   

608,779

   

Distribution and service fees (Note 5)

 

Class R

   

11,062

   

Class C

   

   

Class A

   

109

   

Administrative fees

   

42,406

   

Chief Compliance Officer fees

   

8,137

   

Trustees' fees

   

16,095

   

Dividend expense

   

15,887

   

Transfer agent fees

   

67,865

   

Custodian and bank service fees

   

11,554

   

Registration and filing fees

   

24,700

   

Printing of shareholder reports

   

10,238

   

Professional fees

   

15,270

   

Line of credit interest expense

   

22,254

   

Insurance expense

   

2,498

   

Chief Financial Officer fees

   

5,699

   

Other expenses

   

10,739

   

Total Expenses

   

873,292

   

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

   

(13,537

)

 

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

   

(182,308

)

 

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

   

   

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

   

(133

)

 

Net Expenses

   

677,314

   

NET INVESTMENT INCOME (LOSS)

   

2,228,677

   

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

 

Net realized gains (losses) from:

 

Unaffiliated investments

   

(956,428

)

 

Purchased option contracts

   

360,243

   

Swap contracts

   

230,140

   

Securities sold short

   

1,229,832

   

Written option contracts

   

30,483

   

Forward currency contracts

   

(10,848

)

 

Foreign currency transactions (Note 8)

   

887

   

Semi-Annual Report | November 30, 2022
41


The Arbitrage Funds

   

Arbitrage Fund

  Water Island
Event-Driven
Fund
 

Net change in unrealized appreciation (depreciation) on:

 

Unaffiliated investments

 

$

(26,483,139

)

 

$

(2,626,499

)

 

Affiliated investments

   

528,429

     

   

Securities sold short

   

(3,487,432

)

   

(239,530

)

 

Foreign currency transactions (Note 8)

   

(36,865

)

   

133

   

Purchased option contracts

   

(1,577,694

)

   

(126,350

)

 

Written option contracts

   

(10,015

)

   

(848

)

 

Swap contracts

   

(3,007,623

)

   

(217,455

)

 

Forward currency contracts

   

(9,568,248

)

   

(543,358

)

 

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

   

4,741,721

     

729,643

   

NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS

 

$

7,598,069

   

$

814,947

   

See Notes to Financial Statements.

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


  Statements of Operations

For the Six Months Ended November 30, 2022 (Unaudited)

    Water Island
Credit
Opportunities Fund
 

Net change in unrealized appreciation (depreciation) on:

 

Unaffiliated investments

 

$

(212,443

)

 

Affiliated investments

   

   

Securities sold short

   

(1,796,650

)

 

Foreign currency transactions (Note 8)

   

9

   

Purchased option contracts

   

8,408

   

Written option contracts

   

240

   

Swap contracts

   

(108,142

)

 

Forward currency contracts

   

7,760

   

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

   

(1,216,509

)

 

NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS

 

$

1,012,168

   

Semi-Annual Report | November 30, 2022
43


The Arbitrage Funds

   

Arbitrage Fund

 
    Six Months
Ended
November 30,
2022
(Unaudited)
  Year Ended
May 31, 2022
 

FROM OPERATIONS:

 

Net investment income (loss)

 

$

2,856,348

   

$

(7,137,527

)

 

Net realized gains (losses) from:

 

Unaffiliated investments

   

22,402,360

     

75,174,977

   

Purchased option contracts

   

(694,059

)

   

(1,844,236

)

 

Swap contracts

   

5,146,920

     

(6,444,884

)

 

Securities sold short

   

5,967,837

     

(19,584,880

)

 

Written option contracts

   

(515,012

)

   

2,115,078

   

Forward currency contracts

   

15,510,335

     

9,860,568

   

Foreign currency transactions

   

565,927

     

(659,632

)

 

Net change in unrealized appreciation (depreciation) on:

 

Unaffiliated investments

   

(26,483,139

)

   

(114,517,314

)

 

Affiliated investments

   

528,429

     

(3,434,790

)

 

Securities sold short

   

(3,487,432

)

   

235,533

   

Foreign currency transactions

   

(36,865

)

   

(8,941

)

 

Purchased option contracts

   

(1,577,694

)

   

1,391,682

   

Written option contracts

   

(10,015

)

   

10,186

   

Swap contracts

   

(3,007,623

)

   

148

   

Forward currency contracts

   

(9,568,248

)

   

5,524,437

   

Net increase (decrease) in net assets resulting from operations

   

7,598,069

     

(59,319,595

)

 

FROM DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS:

 

Distributions from distributable earnings, Class R

   

     

(516,092

)

 

Distributions from distributable earnings, Class I

   

     

(7,605,189

)

 

Distributions from distributable earnings, Class C

   

     

(99,436

)

 

Distributions from distributable earnings, Class A

   

     

(213,958

)

 

Decrease in net assets from distributions to shareholders

   

     

(8,434,675

)

 

FROM CAPITAL SHARE TRANSACTIONS (NOTE 7):

 

Proceeds from shares sold

   

151,373,248

     

493,961,134

   

Shares issued in reinvestment of distributions

   

     

6,813,804

   

Payments for shares redeemed

   

(307,562,356

)

   

(438,357,571

)

 

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

   

(156,189,108

)

   

62,417,367

   

TOTAL INCREASE (DECREASE) IN NET ASSETS

   

(148,591,039

)

   

(5,336,903

)

 

NET ASSETS:

 

Beginning of period

   

1,592,548,791

     

1,597,885,694

   

End of period

 

$

1,443,957,752

   

$

1,592,548,791

   

See Notes to Financial Statements.

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


  Statements of Changes in Net Assets

   

Water Island Event-Driven Fund

 
    Six Months
Ended
November 30,
2022
(Unaudited)
  Year Ended
May 31, 2022
 

FROM OPERATIONS:

 

Net investment income (loss)

 

$

85,304

   

$

(1,121,511

)

 

Net realized gains (losses) from:

 

Unaffiliated investments

   

2,926,412

     

7,344,199

   

Purchased option contracts

   

(81,346

)

   

(141,575

)

 

Swap contracts

   

403,680

     

(643,295

)

 

Securities sold short

   

443,621

     

(2,833,577

)

 

Written option contracts

   

(40,997

)

   

227,040

   

Forward currency contracts

   

783,590

     

677,044

   

Foreign currency transactions

   

48,590

     

34,075

   

Net change in unrealized appreciation (depreciation) on:

 

Unaffiliated investments

   

(2,626,499

)

   

(9,533,762

)

 

Affiliated investments

   

     

   

Securities sold short

   

(239,530

)

   

(663,914

)

 

Foreign currency transactions

   

133

     

(1,610

)

 

Purchased option contracts

   

(126,350

)

   

152,193

   

Written option contracts

   

(848

)

   

861

   

Swap contracts

   

(217,455

)

   

   

Forward currency contracts

   

(543,358

)

   

363,598

   

Net increase (decrease) in net assets resulting from operations

   

814,947

     

(6,140,234

)

 

FROM DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS:

 

Distributions from distributable earnings, Class R

   

     

   

Distributions from distributable earnings, Class I

   

     

   

Distributions from distributable earnings, Class C

   

     

   

Distributions from distributable earnings, Class A

   

     

   

Decrease in net assets from distributions to shareholders

   

     

   

FROM CAPITAL SHARE TRANSACTIONS (NOTE 7):

 

Proceeds from shares sold

   

3,041,824

     

16,716,837

   

Shares issued in reinvestment of distributions

   

     

   

Payments for shares redeemed

   

(5,297,572

)

   

(33,328,537

)

 

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

   

(2,255,748

)

   

(16,611,700

)

 

TOTAL INCREASE (DECREASE) IN NET ASSETS

   

(1,440,801

)

   

(22,751,934

)

 

NET ASSETS:

 

Beginning of period

   

113,841,742

     

136,593,676

   

End of period

 

$

112,400,941

   

$

113,841,742

   

Semi-Annual Report | November 30, 2022
45


The Arbitrage Funds  Statements of Changes in Net Assets

    Water Island Credit
Opportunities Fund
 
    Six Months
Ended
November 30,
2022
(Unaudited)
  Year Ended
May 31, 2022
 

FROM OPERATIONS:

 

Net investment income (loss)

 

$

2,228,677

   

$

2,354,939

   

Net realized gains (losses) from:

 

Investments

   

(956,428

)

   

1,164,010

   

Purchased option contracts

   

360,243

     

(262,482

)

 

Swap contracts

   

230,140

     

200,376

   

Securities sold short

   

1,229,832

     

(285,977

)

 

Written option contracts

   

30,483

     

97,867

   

Forward currency contracts

   

(10,848

)

   

2,653

   

Foreign currency transactions

   

887

     

883

   

Net change in unrealized appreciation (depreciation) on:

 

Investments

   

(212,443

)

   

(9,859,431

)

 

Securities sold short

   

(1,796,650

)

   

4,035,356

   

Foreign currency transactions

   

9

     

(57

)

 

Purchased option contracts

   

8,408

     

53,356

   

Written option contracts

   

240

     

83

   

Swap contracts

   

(108,142

)

   

   

Forward currency contracts

   

7,760

     

9,606

   

Net increase (decrease) in net assets resulting from operations

   

1,012,168

     

(2,488,818

)

 

FROM DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS:

 

Distributions from distributable earnings, Class R

   

(160,180

)

   

(232,802

)

 

Distributions from distributable earnings, Class I

   

(2,295,899

)

   

(3,360,754

)

 

Distributions from distributable earnings, Class A

   

(1,541

)

   

(2,624

)

 

Decrease in net assets from distributions to shareholders

   

(2,457,620

)

   

(3,596,180

)

 

FROM CAPITAL SHARE TRANSACTIONS (NOTE 7):

 

Proceeds from shares sold

   

7,737,507

     

54,762,362

   

Shares issued in reinvestment of distributions

   

1,635,192

     

3,120,787

   

Payments for shares redeemed

   

(22,740,312

)

   

(23,344,218

)

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

(13,367,613

)

   

34,538,931

   

TOTAL INCREASE (DECREASE) IN NET ASSETS

   

(14,813,065

)

   

28,453,933

   

NET ASSETS:

 

Beginning of period

   

134,881,925

     

106,427,992

   

End of period

 

$

120,068,860

   

$

134,881,925

   

See Notes to Financial Statements.

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


This Page Intentionally Left Blank


Arbitrage Fund – Class R  

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

    Six Months
Ended
November 30,
2022
 

Year Ended May 31,

 
   

(Unaudited)

 

2022

 

2021

 

2020

 

2019

 

2018

 
Net asset value,
beginning of period
 

$

12.54

   

$

13.11

   

$

13.04

   

$

12.92

   

$

12.65

   

$

13.06

   
Income (loss) from
investment
operations
 
Net investment
income (loss)(a)
   

0.01

     

(0.08

)

   

(0.01

)(b)

   

(0.05

)

   

(0.03

)(b)

   

0.05

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

0.05

     

(0.42

)

   

0.97

     

0.44

     

0.52

     

(0.01

)(b)

 
Total from investment
operations
   

0.06

     

(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
 

$

12.60

   

$

12.54

   

$

13.11

   

$

13.04

   

$

12.92

   

$

12.65

   

Total return(d)

   

0.48

%(e)

   

(3.83

%)

   

7.58

%

   

3.07

%

   

3.89

%

   

0.31

%

 
Net assets, end of
period (in 000s)
 

$

59,829

   

$

77,866

   

$

97,909

   

$

98,715

   

$

163,349

   

$

222,309

   
RATIOS TO AVERAGE
NET ASSETS:
 

Gross expenses(f)

   

1.52

%(g)

   

1.55

%

   

1.64

%

   

1.66

%

   

1.94

%

   

1.91

%

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

1.46

%(g)

   

1.49

%

   

1.58

%

   

1.63

%

   

1.93

%

   

1.90

%

 
Net investment
income (loss)
   

0.11

%(g)

   

(0.61

%)

   

(0.08

%)(b)

   

(0.36

%)

   

(0.20

%)(b)

   

0.41

%

 
Portfolio turnover
rate
   

91

%(e)

   

206

%

   

300

%

   

273

%

   

419

%

   

362

%

 

See Notes to Financial Statements.

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


  Financial Highlights

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

(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 periods 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)  Not annualized.

(f)  Dividend expense totaled 0.02% (annualized), 0.01%, 0.00%, 0.15%, 0.46% and 0.42% of average net assets for the six months ended November 30, 2022 and the years ended May 31, 2022, 2021, 2020, 2019 and 2018, respectively. Interest rebate expense and line of credit interest expense totaled 0.00% (annualized), 0.05%, 0.11%, 0.01%, 0.00% and 0.01% of average net assets for the six months ended November 30, 2022 and the years ended May 31, 2022, 2021, 2020, 2019 and 2018, respectively.

(g)  Annualized.

(h)  Excluding dividend and interest expenses, the Fund's net expenses after advisory fees waived and expenses reimbursed would have been 1.44% (annualized), 1.43%, 1.47%, 1.47%, 1.47% and 1.47% of average net assets for the six months ended November 30, 2022 and the years ended May 31, 2022, 2021, 2020, 2019 and 2018, respectively.

See Notes to Financial Statements.

Semi-Annual Report | November 30, 2022
49


Arbitrage Fund – Class I  

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

    Six Months
Ended
November 30,
2022
 

Year Ended May 31,

 
   

(Unaudited)

 

2022

 

2021

 

2020

 

2019

 

2018

 
Net asset value,
beginning of period
 

$

13.05

   

$

13.60

   

$

13.47

   

$

13.32

   

$

13.03

   

$

13.46

   
Income (loss) from
investment
operations
 
Net investment
income (loss)(a)
   

0.03

     

(0.05

)

   

0.02

     

(0.02

)

   

0.01

     

0.05

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

0.04

     

(0.43

)

   

1.00

     

0.45

     

0.54

     

0.01

   
Total from investment
operations
   

0.07

     

(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
 

$

13.12

   

$

13.05

   

$

13.60

   

$

13.47

   

$

13.32

   

$

13.03

   

Total return(c)

   

0.54

%(d)

   

(3.55

%)

   

7.87

%

   

3.27

%

   

4.21

%

   

0.50

%

 
Net assets, end of
period (in 000s)
 

$

1,333,884

   

$

1,459,176

   

$

1,449,309

   

$

1,243,838

   

$

1,546,542

   

$

1,510,598

   
RATIOS TO AVERAGE
NET ASSETS:
 

Gross expenses(e)

   

1.27

%(f)

   

1.30

%

   

1.39

%

   

1.41

%

   

1.69

%

   

1.66

%

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

1.21

%(f)

   

1.24

%

   

1.33

%

   

1.38

%

   

1.68

%

   

1.65

%

 
Net investment
income (loss)
   

0.40

%(f)

   

(0.41

%)

   

0.16

%

   

(0.13

%)

   

0.06

%

   

0.35

%

 
Portfolio turnover
rate
   

91

%(d)

   

206

%

   

300

%

   

273

%

   

419

%

   

362

%

 

See Notes to Financial Statements.

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


  Financial Highlights

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

(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 periods 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)  Not annualized.

(e)  Dividend expense totaled 0.02% (annualized), 0.01%, 0.00%, 0.15%, 0.46% and 0.42% of average net assets for the six months ended November 30, 2022 and the years ended May 31, 2022, 2021, 2020, 2019 and 2018, respectively. Interest rebate expense and line of credit interest expense totaled 0.00% (annualized), 0.05%, 0.11%, 0.01%, 0.00% and 0.01% of average net assets for the six months ended November 30, 2022 and the years ended May 31, 2022, 2021, 2020, 2019 and 2018, respectively.

(f)  Annualized.

(g)  Excluding dividend and interest expenses, the Fund's net expenses after advisory fees waived and expenses reimbursed would have been 1.19% (annualized), 1.18%, 1.22%, 1.22%, 1.22% and 1.22% of average net assets for the six months ended November 30, 2022 and the years ended May 31, 2022, 2021, 2020, 2019 and 2018, respectively.

See Notes to Financial Statements.

Semi-Annual Report | November 30, 2022
51


Arbitrage Fund – Class C  

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

    Six Months
Ended
November 30,
2022
 

Year Ended May 31,

 
   

(Unaudited)

 

2022

 

2021

 

2020

 

2019

 

2018

 
Net asset value,
beginning of period
 

$

11.64

   

$

12.26

   

$

12.34

   

$

12.34

   

$

12.12

   

$

12.54

   
Income (loss) from
investment
operations
 

Net investment loss(a)

   

(0.04

)(b)

   

(0.16

)

   

(0.10

)(b)

   

(0.14

)

   

(0.12

)(b)

   

(0.07

)(b)

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

0.04

     

(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

   

$

11.64

   

$

12.26

   

$

12.34

   

$

12.34

   

$

12.12

   

Total return(d)(e)

   

0

%(f)

   

(4.51

%)

   

6.77

%

   

2.24

%

   

3.11

%

   

(0.45

%)

 
Net assets, end of
period (in 000s)
 

$

10,739

   

$

13,467

   

$

18,043

   

$

19,860

   

$

19,050

   

$

22,917

   
RATIOS TO AVERAGE
NET ASSETS:
 

Gross expenses(g)

   

2.27

%(h)

   

2.30

%

   

2.39

%

   

2.41

%

   

2.69

%

   

2.66

%

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

2.21

%(h)

   

2.24

%

   

2.33

%

   

2.38

%

   

2.68

%

   

2.65

%

 

Net investment loss

   

(0.63

%)(h)

   

(1.35

%)

   

(0.85

%)(b)

   

(1.16

%)

   

(0.94

%)(b)

   

(0.56

%)

 
Portfolio turnover
rate
   

91

%(f)

   

206

%

   

300

%

   

273

%

   

419

%

   

362

%

 

See Notes to Financial Statements.

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


  Financial Highlights

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

(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 periods 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)  Not annualized.

(g)  Dividend expense totaled 0.02% (annualized), 0.01%, 0.00%, 0.15%, 0.46% and 0.42% of average net assets for the six months ended November 30, 2022 and the years ended May 31, 2022, 2021, 2020, 2019 and 2018, respectively. Interest rebate expense and line of credit interest expense totaled 0.00% (annualized), 0.05%, 0.11%, 0.01%, 0.00% and 0.01% of average net assets for the six months ended November 30, 2022 and the years ended May 31, 2022, 2021, 2020, 2019 and 2018, respectively.

(h)  Annualized.

(i)  Excluding dividend and interest expenses, the Fund's net expenses after advisory fees waived and expenses reimbursed would have been 2.19% (annualized), 2.18%, 2.22%, 2.22%, 2.22% and 2.22% of average net assets for the six months ended November 30, 2022 and the years ended May 31, 2022, 2021, 2020, 2019 and 2018, respectively.

See Notes to Financial Statements.

Semi-Annual Report | November 30, 2022
53


Arbitrage Fund – Class A  

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

    Six Months
Ended
November 30,
2022
 

Year Ended May 31,

 
   

(Unaudited)

 

2022

 

2021

 

2020

 

2019

 

2018

 
Net asset value,
beginning of period
 

$

12.52

   

$

13.08

   

$

13.01

   

$

12.90

   

$

12.63

   

$

13.07

   
Income (loss) from
investment
operations
 
Net investment
income (loss)(a)
   

0.01

     

(0.09

)

   

(b)

   

(0.05

)

   

(0.02

)(c)

   

(b)

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

0.04

     

(0.40

)

   

0.96

     

0.43

     

0.52

     

0.02

   
Total from investment
operations
   

0.05

     

(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
 

$

12.57

   

$

12.52

   

$

13.08

   

$

13.01

   

$

12.90

   

$

12.63

   

Total return(d)(e)

   

0.40

%(f)

   

(3.77

%)

   

7.60

%

   

3.00

%

   

3.94

%

   

0.21

%

 
Net assets, end of
period (in 000s)
 

$

39,506

   

$

42,040

   

$

32,624

   

$

17,762

   

$

18,341

   

$

16,740

   
RATIOS TO AVERAGE
NET ASSETS:
 

Gross expenses(g)

   

1.52

%(h)

   

1.55

%

   

1.64

%

   

1.66

%

   

1.94

%

   

1.91

%

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

1.46

%(h)

   

1.49

%

   

1.58

%

   

1.63

%

   

1.93

%

   

1.90

%

 
Net investment
income (loss)
   

0.16

%(h)

   

(0.74

%)

   

(0.03

%)(c)

   

(0.40

%)

   

(0.19

%)(c)

   

(0.01

%)

 
Portfolio turnover
rate
   

91

%(f)

   

206

%

   

300

%

   

273

%

   

419

%

   

362

%

 

See Notes to Financial Statements.

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54


  Financial Highlights

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

(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 periods 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)  Not annualized.

(g)  Dividend expense totaled 0.02% (annualized), 0.01%, 0.00%, 0.15%, 0.46% and 0.42% of average net assets for the six months ended November 30, 2022 and the years ended May 31, 2022, 2021, 2020, 2019 and 2018, respectively. Interest rebate expense and line of credit interest expense totaled 0.00% (annualized), 0.05%, 0.11%, 0.01%, 0.00% and 0.01% of average net assets for the six months ended November 30, 2022 and the years ended May 31, 2022, 2021, 2020, 2019 and 2018, respectively.

(h)  Annualized.

(i)  Excluding dividend and interest expenses, the Fund's net expenses after advisory fees waived and expenses reimbursed would have been 1.44% (annualized), 1.43%, 1.47%, 1.47%, 1.47% and 1.47% of average net assets for the six months ended November 30, 2022 and the years ended May 31, 2022, 2021, 2020, 2019 and 2018, respectively.

See Notes to Financial Statements.

Semi-Annual Report | November 30, 2022
55


Water Island Event-Driven Fund – Class R

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

    Six Months
Ended
November 30,
2022
 

Year Ended May 31,

 
   

(Unaudited)

 

2022

 

2021

 

2020

 

2019

 

2018

 
Net asset value,
beginning of period
 

$

10.84

   

$

11.38

   

$

9.97

   

$

9.47

   

$

9.46

   

$

9.34

   
Income (loss) from
investment
operations
 
Net investment
income (loss)(a)
   

(0.00

)(b)(c)

   

(0.12

)

   

(0.05

)

   

0.01

     

0.07

     

0.06

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

0.07

     

(0.42

)

   

1.46

     

0.51

     

0.08

     

0.09

   
Total from investment
operations
   

0.07

     

(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
 

$

10.91

   

$

10.84

   

$

11.38

   

$

9.97

   

$

9.47

   

$

9.46

   

Total return(d)

   

0.65

%(e)

   

(4.75

%)

   

14.14

%

   

5.49

%

   

1.60

%

   

1.56

%

 
Net assets, end of
period (in 000s)
 

$

4,442

   

$

4,502

   

$

10,116

   

$

7,694

   

$

30,423

   

$

45,383

   
RATIOS TO AVERAGE
NET ASSETS:
 

Gross expenses(f)

   

1.70

%(g)

   

1.78

%

   

1.98

%

   

2.11

%

   

2.58

%

   

2.59

%

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

1.71

%(g)

   

1.80

%

   

1.89

%

   

1.83

%

   

2.18

%

   

2.16

%

 
Net investment
income (loss)
   

(0.08

%)(g)

   

(1.08

%)

   

(0.51

%)

   

0.09

%

   

0.70

%

   

0.58

%

 
Portfolio turnover
rate
   

94

%(e)

   

217

%

   

320

%

   

397

%

   

504

%

   

421

%

 

See Notes to Financial Statements.

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56


  Financial Highlights

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

(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 periods 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)  Not annualized.

(f)  Dividend expense totaled 0.01% (annualized), 0.01%, 0.01%, 0.13%, 0.46% and 0.44% of average net assets for the six months ended November 30, 2022 and the years ended May 31, 2022, 2021, 2020, 2019 and 2018, respectively. Interest rebate expense and line of credit interest expense totaled 0.01% (annualized), 0.10%, 0.19%, 0.01%, 0.03% and 0.03% of average net assets for the six months ended November 30, 2022 and the years ended May 31, 2022, 2021, 2020, 2019 and 2018, respectively.

(g)  Annualized.

(h)  Excluding dividend and interest expenses, the Fund's net expenses after advisory fees waived and expenses reimbursed would have been 1.69% (annualized), 1.69%, 1.69%, 1.69%, 1.69% and 1.69% of average net assets for the six months ended November 30, 2022 and the years ended May 31, 2022, 2021, 2020, 2019 and 2018, respectively.

See Notes to Financial Statements.

Semi-Annual Report | November 30, 2022
57


Water Island Event-Driven Fund – Class I

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

    Six Months
Ended
November 30,
2022
 

Year Ended May 31,

 
   

(Unaudited)

 

2022

 

2021

 

2020

 

2019

 

2018

 
Net asset value,
beginning of period
 

$

10.95

   

$

11.47

   

$

10.05

   

$

9.54

   

$

9.53

   

$

9.43

   
Income (loss) from
investment
operations
 
Net investment
income (loss)(a)
   

0.01

     

(0.10

)

   

(0.03

)

   

0.02

     

0.09

     

0.04

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

0.08

     

(0.42

)

   

1.48

     

0.53

     

0.09

     

0.12

   
Total from investment
operations
   

0.09

     

(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
 

$

11.04

   

$

10.95

   

$

11.47

   

$

10.05

   

$

9.54

   

$

9.53

   

Total return(c)

   

0.73

%(d)

   

(4.53

%)

   

14.51

%

   

5.83

%

   

1.88

%

   

1.69

%

 
Net assets, end of
period (in 000s)
 

$

105,803

   

$

107,038

   

$

125,093

   

$

99,069

   

$

92,710

   

$

103,001

   
RATIOS TO AVERAGE
NET ASSETS:
 

Gross expenses(e)

   

1.45

%(f)

   

1.53

%

   

1.73

%

   

1.86

%

   

2.33

%

   

2.34

%

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

1.46

%(f)

   

1.55

%

   

1.64

%

   

1.58

%

   

1.93

%

   

1.91

%

 
Net investment
income (loss)
   

0.17

%(f)

   

(0.86

%)

   

(0.24

%)

   

0.20

%

   

0.92

%

   

0.46

%

 
Portfolio turnover
rate
   

94

%(d)

   

217

%

   

320

%

   

397

%

   

504

%

   

421

%

 

See Notes to Financial Statements.

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


  Financial Highlights

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

(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 periods 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)  Not annualized.

(e)  Dividend expense totaled 0.01% (annualized), 0.01%, 0.01%, 0.13%, 0.46% and 0.44% of average net assets for the six months ended November 30, 2022 and the years ended May 31, 2022, 2021, 2020, 2019 and 2018, respectively. Interest rebate expense and line of credit interest expense totaled 0.01% (annualized), 0.10%, 0.19%, 0.01%, 0.03% and 0.03% of average net assets for the six months ended November 30, 2022 and the years ended May 31, 2022, 2021, 2020, 2019 and 2018, respectively.

(f)  Annualized.

(g)  Excluding dividend and interest expenses, the Fund's net expenses after advisory fees waived and expenses reimbursed would have been 1.44% (annualized), 1.44%, 1.44%, 1.44%, 1.44% and 1.44% of average net assets for the six months ended November 30, 2022 and the years ended May 31, 2022, 2021, 2020, 2019 and 2018, respectively.

See Notes to Financial Statements.

Semi-Annual Report | November 30, 2022
59


Water Island Event-Driven Fund – Class A

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

    Six Months
Ended
November 30,
2022
 

Year Ended May 31,

 
   

(Unaudited)

 

2022

 

2021

 

2020

 

2019

 

2018

 
Net asset value,
beginning of period
 

$

10.82

   

$

11.36

   

$

9.97

   

$

9.46

   

$

9.46

   

$

9.35

   
Income (loss) from
investment
operations
 
Net investment
income (loss)(a)
   

(0.01

)(c)

   

(0.15

)

   

(0.06

)

   

(0.00

)(b)

   

0.06

     

0.04

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

0.07

     

(0.39

)

   

1.46

     

0.53

     

0.08

     

0.10

   
Total from investment
operations
   

0.06

     

(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
 

$

10.88

   

$

10.82

   

$

11.36

   

$

9.97

   

$

9.46

   

$

9.46

   

Total return(d)(f)

   

0.46

%(e)

   

(4.75

%)

   

14.20

%

   

5.62

%

   

1.56

%

   

1.49

%

 
Net assets, end of
period (in 000s)
 

$

2,157

   

$

2,301

   

$

1,384

   

$

347

   

$

799

   

$

701

   
RATIOS TO AVERAGE
NET ASSETS:
 

Gross expenses(g)

   

1.70

%(h)

   

1.77

%

   

2.00

%

   

2.11

%

   

2.58

%

   

2.59

%

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

1.71

%(h)

   

1.79

%

   

1.91

%

   

1.83

%

   

2.18

%

   

2.16

%

 
Net investment
income (loss)
   

(0.10

%)(h)

   

(1.35

%)

   

(0.59

%)

   

0.02

%

   

0.65

%

   

0.41

%

 
Portfolio turnover
rate
   

94

%(e)

   

217

%

   

320

%

   

397

%

   

504

%

   

421

%

 

See Notes to Financial Statements.

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


  Financial Highlights

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

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

(e)  Not annualized.

(f)  Total return is a measure of the change in the value of an investment in the Fund over the periods 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.

(g)  Dividend expense totaled 0.01% (annualized), 0.00%, 0.01%, 0.13%, 0.46% and 0.44% of average net assets for the six months ended November 30, 2022 and the years ended May 31, 2022, 2021, 2020, 2019 and 2018, respectively. Interest rebate expense and line of credit interest expense totaled 0.01% (annualized), 0.10%, 0.21%, 0.01%, 0.03% and 0.03% of average net assets for the six months ended November 30, 2022 and the years ended May 31, 2022, 2021, 2020, 2019 and 2018, respectively.

(h)  Annualized.

(i)  Excluding dividend and interest expenses, the Fund's net expenses after advisory fees waived and expenses reimbursed would have been 1.69% (annualized), 1.69%, 1.69%, 1.69%, 1.69% and 1.69% of average net assets for the six months ended November 30, 2022 and the years ended May 31, 2022, 2021, 2020, 2019 and 2018, respectively.

See Notes to Financial Statements.

Semi-Annual Report | November 30, 2022
61


Water Island Credit Opportunities Fund – Class R

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

    Six Months
Ended
November 30,
2022
 

Year Ended May 31,

 
   

(Unaudited)

 

2022

 

2021

 

2020

 

2019

 

2018

 
Net asset value,
beginning of period
 

$

9.73

   

$

10.16

   

$

9.64

   

$

9.70

   

$

9.77

   

$

9.67

   
Income (loss) from
investment
operations
 
Net investment
income(a)
   

0.16

     

0.16

     

0.22

     

0.24

     

0.31

     

0.20

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

(0.08

)

   

(0.33

)

   

0.54

     

(0.01

)

   

(0.07

)

   

0.12

   
Total from investment
operations
   

0.08

     

(0.17

)

   

0.76

     

0.23

     

0.24

     

0.32

   

Less distributions

 
From net
investment
income
   

(0.17

)

   

(0.26

)

   

(0.24

)

   

(0.29

)

   

(0.31

)

   

(0.22

)

 

Total distributions

   

(0.17

)

   

(0.26

)

   

(0.24

)

   

(0.29

)

   

(0.31

)

   

(0.22

)

 
Net asset value,
end of period
 

$

9.64

   

$

9.73

   

$

10.16

   

$

9.64

   

$

9.70

   

$

9.77

   

Total return(b)

   

0.89

%(c)

   

(1.74

%)

   

8.09

%

   

2.46

%

   

2.55

%

   

3.21

%

 
Net assets, end of
period (in 000s)
 

$

8,608

   

$

9,072

   

$

7,553

   

$

3,673

   

$

7,845

   

$

9,533

   
RATIOS TO AVERAGE
NET ASSETS:
 

Gross expenses(d)

   

1.59

%(e)

   

1.62

%

   

1.77

%

   

1.96

%

   

2.10

%(f)

   

2.27

%

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

1.28

%(e)

   

1.32

%

   

1.32

%

   

1.35

%

   

1.59

%(f)

   

1.95

%

 
Net investment
income
   

3.25

%(e)

   

1.58

%

   

2.20

%

   

2.48

%

   

3.18

%(f)

   

2.09

%

 
Portfolio turnover
rate
   

46

%(c)

   

148

%

   

147

%

   

175

%

   

221

%

   

314

%

 

See Notes to Financial Statements.

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


  Financial Highlights

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

(b)  Total return is a measure of the change in the value of an investment in the Fund over the periods 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)  Not annualized.

(d)  Dividend expense totaled 0.02% (annualized), 0.01%, 0.01%, 0.07%, 0.29% and 0.42% of average net assets for the six months ended November 30, 2022 and the years ended May 31, 2022, 2021, 2020, 2019 and 2018, respectively. Interest rebate expense and line of credit interest expense totaled 0.03% (annualized), 0.08%, 0.08%, 0.05%, 0.01% and 0.03% of average net assets for the six months ended November 30, 2022 and the years ended May 31, 2022, 2021, 2020, 2019 and 2018, respectively.

(e)  Annualized.

(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 R 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% (annualized), 1.23%, 1.23%, 1.23%, 1.29% and 1.50% of average net assets for the six months ended November 30, 2022 and the years ended May 31, 2022, 2021, 2020, 2019 and 2018, respectively.

See Notes to Financial Statements.

Semi-Annual Report | November 30, 2022
63


Water Island Credit Opportunities Fund – Class I

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

    Six Months
Ended
November 30,
2022
 

Year Ended May 31,

 
   

(Unaudited)

 

2022

 

2021

 

2020

 

2019

 

2018

 
Net asset value,
beginning of period
 

$

9.69

   

$

10.12

   

$

9.60

   

$

9.65

   

$

9.73

   

$

9.65

   
Income (loss) from
investment
operations
 

Net investment income(a)

   

0.17

     

0.18

     

0.24

     

0.26

     

0.34

     

0.23

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

(0.08

)

   

(0.33

)

   

0.55

     

0.01

(b)

   

(0.08

)

   

0.11

   
Total from investment
operations
   

0.09

     

(0.15

)

   

0.79

     

0.27

     

0.26

     

0.34

   

Less distributions

 
From net
investment
income
   

(0.19

)

   

(0.28

)

   

(0.27

)

   

(0.32

)

   

(0.34

)

   

(0.26

)

 

Total distributions

   

(0.19

)

   

(0.28

)

   

(0.27

)

   

(0.32

)

   

(0.34

)

   

(0.26

)

 
Net asset value,
end of period
 

$

9.59

   

$

9.69

   

$

10.12

   

$

9.60

   

$

9.65

   

$

9.73

   

Total return(c)

   

0.91

%(d)

   

(1.51

%)

   

8.29

%

   

2.82

%

   

2.70

%

   

3.61

%

 
Net assets, end of
period (in 000s)
 

$

111,395

   

$

125,705

   

$

98,777

   

$

56,869

   

$

49,795

   

$

36,207

   
RATIOS TO AVERAGE
NET ASSETS:
 

Gross expenses(e)

   

1.34

%(g)

   

1.37

%

   

1.52

%

   

1.71

%

   

1.85

%(f)

   

2.02

%

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

1.03

%(g)

   

1.07

%

   

1.07

%

   

1.10

%

   

1.32

%(f)

   

1.70

%

 
Net investment
income
   

3.49

%(g)

   

1.84

%

   

2.44

%

   

2.73

%

   

3.51

%(f)

   

2.34

%

 
Portfolio turnover
rate
   

46

%(d)

   

148

%

   

147

%

   

175

%

   

221

%

   

314

%

 

See Notes to Financial Statements.

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64


  Financial Highlights

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

(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 periods 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)  Not annualized.

(e)  Dividend expense totaled 0.02% (annualized), 0.01%, 0.01%, 0.07%, 0.29% and 0.42% of average net assets for the six months ended November 30, 2022 and the years ended May 31, 2022, 2021, 2020, 2019 and 2018, respectively. Interest rebate expense and line of credit interest expense totaled 0.03% (annualized), 0.08%, 0.08%, 0.05%, 0.01% and 0.03% of average net assets for the six months ended November 30, 2022 and 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 0.98% for Class I shares. Prior to August 6, 2018, the expense limitation had been 1.25%.

(g)  Annualized.

(h)  Excluding dividend and interest expenses, the Fund's net expenses after advisory fees waived and expenses reimbursed would have been 0.98% (annualized), 0.98%, 0.98%, 0.98%, 1.02% and 1.25% of average net assets for the six months ended November 30, 2022 and the years ended May 31, 2022, 2021, 2020, 2019 and 2018, respectively.

See Notes to Financial Statements.

Semi-Annual Report | November 30, 2022
65


Water Island Credit Opportunities Fund – Class A

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

    Six Months
Ended
November 30,
2022
 

Year Ended May 31,

 
   

(Unaudited)

 

2022

 

2021

 

2020

 

2019

 

2018

 
Net asset value,
beginning of period
 

$

9.69

   

$

10.12

   

$

9.60

   

$

9.65

   

$

9.73

   

$

9.66

   
Income (loss) from
investment
operations
 
Net investment
income(a)
   

0.15

     

0.16

     

0.22

     

0.23

     

0.31

     

0.17

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

(0.07

)

   

(0.33

)

   

0.54

     

0.01

(b)

   

(0.08

)

   

0.14

   
Total from investment
operations
   

0.08

     

(0.17

)

   

0.76

     

0.24

     

0.23

     

0.31

   

Less distributions

 
From net
investment
income
   

(0.17

)

   

(0.26

)

   

(0.24

)

   

(0.29

)

   

(0.31

)

   

(0.24

)

 

Total distributions

   

(0.17

)

   

(0.26

)

   

(0.24

)

   

(0.29

)

   

(0.31

)

   

(0.24

)

 
Net asset value,
end of period
 

$

9.60

   

$

9.69

   

$

10.12

   

$

9.60

   

$

9.65

   

$

9.73

   

Total return(c)(e)

   

0.89

%(d)

   

(1.76

%)

   

8.02

%

   

2.56

%

   

2.45

%

   

3.10

%

 
Net assets, end of
period (in 000s)
 

$

66

   

$

105

   

$

97

   

$

88

   

$

121

   

$

153

   
RATIOS TO AVERAGE
NET ASSETS:
 

Gross expenses(f)

   

1.60

%(g)

   

1.62

%

   

1.77

%

   

1.96

%

   

2.10

%(h)

   

2.27

%

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

1.29

%(g)

   

1.32

%

   

1.32

%

   

1.35

%

   

1.58

%(h)

   

1.95

%

 
Net investment
income
   

3.21

%(g)

   

1.59

%

   

2.21

%

   

2.37

%

   

3.24

%(h)

   

1.81

%

 
Portfolio turnover
rate
   

46

%(d)

   

148

%

   

147

%

   

175

%

   

221

%

   

314

%

 

See Notes to Financial Statements.

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66


  Financial Highlights

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

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

(d)  Not annualized.

(e)  Total return is a measure of the change in the value of an investment in the Fund over the periods 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.

(f)  Dividend expense totaled 0.02% (annualized), 0.01%, 0.01%, 0.07%, 0.29% and 0.42% of average net assets for the six months ended November 30, 2022 and the years ended May 31, 2022, 2021, 2020, 2019 and 2018, respectively. Interest rebate expense and line of credit interest expense totaled 0.03% (annualized), 0.08%, 0.08%, 0.05%, 0.01% and 0.03% of average net assets for the six months ended November 30, 2022 and the years ended May 31, 2022, 2021, 2020, 2019 and 2018, respectively.

(g)  Annualized.

(h)  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%.

(i)  Excluding dividend and interest expenses, the Fund's net expenses after advisory fees waived and expenses reimbursed would have been 1.23% (annualized), 1.23%, 1.23%, 1.23%, 1.28% and 1.50% of average net assets for the six months ended November 30, 2022 and the years ended May 31, 2022, 2021, 2020, 2019 and 2018, respectively.

See Notes to Financial Statements.

Semi-Annual Report | November 30, 2022
67


The Arbitrage Funds  Notes to Financial Statements

November 30, 2022 (Unaudited)

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

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68


The Arbitrage Funds  Notes to Financial Statements (continued)

November 30, 2022 (Unaudited)

at or above $250,000 purchased without a front-end sales charge and redeemed within 18 months of purchase.

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 provides 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. In March 2021, the administrator for LIBOR announced the extension of the publication of a majority of the USD LIBOR settings to June 30, 2023. Management expects that the adoption of the guidance will not have a material impact on the Funds' financial statements.

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 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. Management expects that the LIBOR transition will not have a material impact on the Funds' financial statements.

Effective August 19, 2022, the Funds are required to comply with new Securities and Exchange Commission ("SEC") regulations governing the use of derivatives by registered investment companies. Rule 18f-4 under the 1940 Act requires funds that invest in derivatives above a specified amount to adopt and implement a derivatives risk management program ("DRMP") administered by a derivatives risk manager that is appointed by and overseen by the fund's board of trustees, and to comply with an outer limit on fund leverage risk based on value at risk, or "VaR." The Funds have established a DRMP and appointed a derivatives risk manager to administer the DRMP, consistent with Rule 18f-4. The requirements of Rule 18f-4 may limit a Fund's ability to engage in derivatives transactions as part of its investment strategies. The rule also may not be effective to limit a Fund's risk of loss. In particular, measurements of VaR rely on historical data and may not accurately measure the degree of risk reflected in a Fund's derivatives

Semi-Annual Report | November 30, 2022
69


The Arbitrage Funds  Notes to Financial Statements (continued)

November 30, 2022 (Unaudited)

or other investments. Management expects that the implementation of this rule will not have a material impact on the Funds' financial statements.

Effective September 8, 2022, the Funds are required to comply with new SEC regulations that govern valuation practices and the role of a fund's board with respect to the fair value of the investments of a registered investment company. Rule 2a-5 under the 1940 Act, among other things, establishes an updated regulatory framework for registered investment company fair valuation practices. The Funds' Board has designated the Adviser as each Fund's valuation designee to perform fair value functions in accordance with valuation policies and procedures adopted by the Adviser, subject to the Board's oversight. Management expects that the implementation 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 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.

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The Arbitrage Funds  Notes to Financial Statements (continued)

November 30, 2022 (Unaudited)

Other assets and securities for which no quotations are readily available are valued at fair value using methods determined in good faith by the Adviser's 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.

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 six months ended November 30, 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

Semi-Annual Report | November 30, 2022
71


The Arbitrage Funds  Notes to Financial Statements (continued)

November 30, 2022 (Unaudited)

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 — 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.

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 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 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 the 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

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The Arbitrage Funds  Notes to Financial Statements (continued)

November 30, 2022 (Unaudited)

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.

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.

Market Disruption Risks Related to COVID-19: 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 public health 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.

Semi-Annual Report | November 30, 2022
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The Arbitrage Funds  Notes to Financial Statements (continued)

November 30, 2022 (Unaudited)

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, 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: The 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 November 30, 2022 are disclosed in the Portfolio of Investments.

During the period ended November 30, 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 November 30, 2022 are disclosed in the Portfolio of Investments.

During the period ended November 30, 2022, the Funds entered into foreign currency exchange contracts to hedge currency risk.

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74


The Arbitrage Funds  Notes to Financial Statements (continued)

November 30, 2022 (Unaudited)

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.

Warrants/rights held by the Funds at November 30, 2022 are disclosed in the Portfolio of Investments.

During the period ended November 30, 2022, the Funds held warrants/rights as a result of receiving them from completed deals, and to participate in investment opportunities.

Swaps: The Funds may enter into swap transactions, such as 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 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

Semi-Annual Report | November 30, 2022
75


The Arbitrage Funds  Notes to Financial Statements (continued)

November 30, 2022 (Unaudited)

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 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). 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.

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 November 30, 2022 are disclosed in the Portfolio of Investments.

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76


The Arbitrage Funds  Notes to Financial Statements (continued)

November 30, 2022 (Unaudited)

During the period ended November 30, 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 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 November 30, 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
 

$

3,325,803

    Unrealized
depreciation on
forward foreign
currency
exchange
contracts
 

$

9,516,523

   
Equity Contracts
(swap contracts)
               
  Unrealized
appreciation on
swap contracts
   

21,851

    Unrealized
depreciation on
swap contracts
   

3,029,326

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

1,132,425

         

   
Equity Contracts
(written option
contracts)
 

   

    Written options,
at value
    0    
       

$

4,480,079

       

$

12,545,849

   

Semi-Annual Report | November 30, 2022
77


The Arbitrage Funds  Notes to Financial Statements (continued)

November 30, 2022 (Unaudited)

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
 

$

192,128

    Unrealized
depreciation on
forward foreign
currency
exchange
contracts
 

$

587,838

   
Equity Contracts
(swap contracts)
               
  Unrealized
appreciation on
swap contracts
   

4,546

    Unrealized
depreciation on
swap contracts
   

222,001

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

73,380

         

   
Equity Contracts
(written option
contracts)
 

   

    Written options,
at value
    0    
       

$

270,054

       

$

809,839

   
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
 

$

7,284

    Unrealized
depreciation on
forward foreign
currency
exchange
contracts
 

$

1,597

   
Equity Contracts
(swap contracts)
               
  Unrealized
appreciation on
swap contracts
   

    Unrealized
depreciation on
swap contracts
   

108,142

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

377,200

         

   
       

$

384,484

       

$

109,739

   

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78


The Arbitrage Funds  Notes to Financial Statements (continued)

November 30, 2022 (Unaudited)

The effect of derivative instruments on the Funds' Statement of Operations for the period ended November 30, 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
 

$

15,510,335

   

$

(9,568,248

)

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

5,146,920

     

(3,007,623

)

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

(694,059

)

   

(1,577,694

)

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

(515,012

)

   

(10,015

)

 
   

 

$

19,448,184

   

$

(14,163,580

)

 

Semi-Annual Report | November 30, 2022
79


The Arbitrage Funds  Notes to Financial Statements (continued)

November 30, 2022 (Unaudited)

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
 

$

783,590

   

$

(543,358

)

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

403,680

     

(217,455

)

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

(81,346

)

   

(126,350

)

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

(40,997

)

   

(848

)

 
   

 

$

1,064,927

   

$

(888,011

)

 

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80


The Arbitrage Funds  Notes to Financial Statements (continued)

November 30, 2022 (Unaudited)

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
 

$

(10,848

)

 

$

7,760

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

230,140

     

(108,142

)

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

360,243

     

8,408

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

30,483

     

240

   
       

$

610,018

   

$

(91,734

)

 

Volume of derivative instruments held by the Funds during the period ended November 30, 2022, was as follows:

Derivative Type

 

Unit of Measurement

 

Monthly Average

 

Arbitrage Fund

 

Swap Contracts

 

Notional Quantity

 

$

29,605,494

   
Forward Foreign Currency Exchange
Contracts
  Net Contracts to Deliver/(Receive)
               
   

(161,376,436

)

 

Purchased Option Contracts

 

Contracts

   

15,037

   

Written Option Contracts

 

Contracts

   

(1,487

)

 

Derivative Type

 

Unit of Measurement

 

Monthly Average

 

Event-Driven Fund

 

Swap Contracts

 

Notional Quantity

 

$

1,783,385

   
Forward Foreign Currency Exchange
Contracts
  Net Contracts to Deliver/(Receive)
               
   

(9,876,508

)

 

Purchased Option Contracts

 

Contracts

   

1,007

   

Written Option Contracts

 

Contracts

   

(216

)

 

Semi-Annual Report | November 30, 2022
81


The Arbitrage Funds  Notes to Financial Statements (continued)

November 30, 2022 (Unaudited)

Derivative Type

 

Unit of Measurement

 

Monthly Average

 

Credit Opportunities Fund

 

Swap Contracts

 

Notional Quantity

 

$

7,173,290

   
Forward Foreign Currency Exchange
Contracts
  Net Contracts to Deliver/(Receive)
               
   

(134,709

)

 

Purchased Option Contracts

 

Contracts

   

2,609

   

Written Option Contracts

 

Contracts

   

(24

)

 

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.

The Funds held financial instruments such as equity swaps that are subject to enforceable netting arrangements or other similar agreements as of November 30, 2022. All other derivative contracts held by the Funds were not subject to netting agreements.

The following tables present financial instruments held by the Funds that are subject to enforceable netting arrangements or other similar agreements as of November 30, 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

 

$

21,851

   

$

(21,851

)

 

$

   

$

   

$

   

$

   

Total

 

$

21,851

   

$

(21,851

)

 

$

   

$

   

$

   

$

   
   

Gross

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

Description

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

Equity Swaps

 

$

3,029,326

   

$

(21,851

)

 

$

3,007,475

   

$

   

$

   

$

3,007,475

   

Total

 

$

3,029,326

   

$

(21,851

)

 

$

3,007,475

   

$

   

$

   

$

3,007,475

   

Event-Driven 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

 

$

4,546

   

$

(4,546

)

 

$

   

$

   

$

   

$

   

Total

 

$

4,546

   

$

(4,546

)

 

$

   

$

   

$

   

$

   

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82


The Arbitrage Funds  Notes to Financial Statements (continued)

November 30, 2022 (Unaudited)

   

Gross

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

Description

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

Equity Swaps

 

$

222,001

   

$

(4,546

)

 

$

217,455

   

$

   

$

   

$

217,455

   

Total

 

$

222,001

   

$

(4,546

)

 

$

217,455

   

$

   

$

   

$

217,455

   

Credit Opportunities 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
Liabilities
  the Statements
of Assets and
Liabilities
  the Statement
of Assets and
Liabilities
  Financial
Instruments
  Cash
Collateral
Pledged
  Net
Amount
 

Equity Swaps

 

$

108,142

   

$

   

$

108,142

   

$

   

$

   

$

108,142

   

Total

 

$

108,142

   

$

   

$

108,142

   

$

   

$

   

$

108,142

   

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.

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 November 30, 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

Semi-Annual Report | November 30, 2022
83


The Arbitrage Funds  Notes to Financial Statements (continued)

November 30, 2022 (Unaudited)

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 six months ended November 30, 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 six months ended November 30, 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 six months ended November 30, 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

 

$

1,203,600,468

   

$

94,109,990

   

$

53,511,319

   

Sales and Maturities

   

1,516,211,499

     

118,374,681

     

90,602,214

   

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 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 six months ended November 30, 2022, the Event-Driven Fund and the Credit Opportunities Fund had average borrowings of $1,982,143 and $4,455,556, respectively, over a period of 28 days and 45 days, respectively, at a weighted average interest rate of 3.49% and 3.88%, respectively. Interest expense on the line of credit for the Event-Driven Fund and the Credit Opportunities Fund during the six months ended November 30, 2022 is shown as line of credit interest expense on the Statements of Operations. The Funds had no outstanding borrowings at November 30, 2022.

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84


The Arbitrage Funds  Notes to Financial Statements (continued)

November 30, 2022 (Unaudited)

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 $453,359 of advisory fees being waived during the six months ended November 30, 2022.

For the six months ended November 30, 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%, 1.11% and 0.64%, 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 six months ended November 30, 2022, the Adviser recaptured the following fees or expenses from the Event-Driven Fund. There were no amounts recaptured during the period ended November 30, 2022 for Credit Opportunities Fund.

Event-Driven Fund

 

Recaptured Amount

 

Class R

 

$

152

   

Class I

   

3,824

   

Class A

   

81

   

Semi-Annual Report | November 30, 2022
85


The Arbitrage Funds  Notes to Financial Statements (continued)

November 30, 2022 (Unaudited)

As of November 30, 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

 

$

72,562

   

$

7,526

   

$

   

$

80,088

   

Class I

   

275,400

     

94,924

     

     

370,324

   

Class A

   

2,031

     

706

     

     

2,737

   

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 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 six months ended November 30, 2022, the Arbitrage Fund's Class R shares and Class A shares incurred $84,266 and $52,851 in distribution expenses, respectively, and Class C shares incurred $61,059 in distribution and shareholder support expenses, all of which were used to compensate broker-dealers. During the six months ended November 30, 2022, the Event-Driven Fund's Class R shares and Class A shares incurred $5,560 and $2,766 in distribution expenses, respectively, all of which were used to compensate broker-dealers. During the six months ended November 30, 2022, the Credit Opportunities Fund's Class R shares and Class A shares incurred $11,062 and $109 in distribution expenses, respectively, all of which were used to compensate broker-dealers.

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86


The Arbitrage Funds  Notes to Financial Statements (continued)

November 30, 2022 (Unaudited)

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 six months ended November 30, 2022 follows:

Affiliated
Issuer
  Beginning
Value
as of
May 31,
2022
  Purchases
at
Cost
  Proceeds
from
Sales
  Net
Realized
Gain/
(Loss)
on
Sales
  Change
in
Unrealized
Appreciation/
Depreciation
  Ending
Value
as of
November 30,
2022
  Shares
as of
November 30,
2022
  Dividend
Income
  Capital
Gain
Distributions
 
Water Island
Event-
Driven
Fund
 

$

72,394,803

   

$

   

$

   

$

   

$

528,429

   

$

72,923,232

     

6,605,365

   

$

   

$

   

At November 30, 2022, Arbitrage Fund, an affiliated fund, owned 64.80% of Event-Driven Fund's shares.

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:

    Six Months Ended
November 30, 2022
(Unaudited)
  Year Ended
May 31, 2022
 

Arbitrage Fund - Class R

 

Shares

 

Value

 

Shares

 

Value

 

Proceeds from shares sold

   

527,381

   

$

6,627,935

     

1,682,625

   

$

21,585,919

   
Shares issued in reinvestment of
distributions
   

     

     

39,313

     

499,276

   

Payments for shares redeemed

   

(1,984,432

)

   

(24,876,205

)

   

(2,985,174

)

   

(37,993,767

)

 

Net decrease

   

(1,457,051

)

 

$

(18,248,270

)

   

(1,263,236

)

 

$

(15,908,572

)

 

Semi-Annual Report | November 30, 2022
87


The Arbitrage Funds  Notes to Financial Statements (continued)

November 30, 2022 (Unaudited)

    Six Months Ended
November 30, 2022
(Unaudited)
  Year Ended
May 31, 2022
 

Arbitrage Fund - Class I

 

Shares

 

Value

 

Shares

 

Value

 

Proceeds from shares sold

   

10,723,959

   

$

140,052,925

     

33,994,762

   

$

451,556,693

   
Shares issued in reinvestment of
distributions
   

     

     

462,945

     

6,110,874

   

Payments for shares redeemed

   

(20,860,561

)

   

(272,555,683

)

   

(29,221,299

)

   

(386,744,281

)

 

Net increase/(decrease)

   

(10,136,602

)

 

$

(132,502,758

)

   

5,236,408

   

$

70,923,286

   

Arbitrage Fund - Class C

 

Proceeds from shares sold

   

8,260

   

$

95,816

     

224,527

   

$

2,685,087

   
Shares issued in reinvestment of
distributions
   

     

     

6,547

     

77,389

   

Payments for shares redeemed

   

(242,768

)

   

(2,822,688

)

   

(546,088

)

   

(6,468,684

)

 

Net decrease

   

(234,508

)

 

$

(2,726,872

)

   

(315,014

)

 

$

(3,706,208

)

 

Arbitrage Fund - Class A

 

Proceeds from shares sold

   

370,107

   

$

4,596,572

     

1,416,227

   

$

18,133,435

   
Shares issued in reinvestment of
distributions
   

     

     

9,966

     

126,265

   

Payments for shares redeemed

   

(585,202

)

   

(7,307,780

)

   

(561,906

)

   

(7,150,839

)

 

Net increase/(decrease)

   

(215,095

)

 

$

(2,711,208

)

   

864,287

   

$

11,108,861

   

Event-Driven Fund - Class R

 

Proceeds from shares sold

   

12,884

   

$

139,507

     

72,562

   

$

802,465

   

Payments for shares redeemed

   

(20,979

)

   

(225,910

)

   

(546,503

)

   

(5,986,060

)

 

Net decrease

   

(8,095

)

 

$

(86,403

)

   

(473,941

)

 

$

(5,183,595

)

 

Event-Driven Fund - Class I

 

Proceeds from shares sold

   

255,925

   

$

2,796,660

     

1,162,749

   

$

13,034,737

   

Payments for shares redeemed

   

(439,222

)

   

(4,809,425

)

   

(2,297,771

)

   

(25,475,126

)

 

Net decrease

   

(183,297

)

 

$

(2,012,765

)

   

(1,135,022

)

 

$

(12,440,389

)

 

Event-Driven Fund - Class A

 

Proceeds from shares sold

   

9,719

   

$

105,657

     

264,682

   

$

2,879,635

   

Payments for shares redeemed

   

(24,308

)

   

(262,237

)

   

(173,800

)

   

(1,867,351

)

 

Net increase/(decrease)

   

(14,589

)

 

$

(156,580

)

   

90,882

   

$

1,012,284

   

Credit Opportunities Fund - Class R

 

Proceeds from shares sold

   

71,731

   

$

688,324

     

389,395

   

$

3,924,678

   
Shares issued in reinvestment of
distributions
   

16,713

     

160,180

     

23,145

     

232,547

   

Payments for shares redeemed

   

(127,362

)

   

(1,222,379

)

   

(223,471

)

   

(2,237,808

)

 

Net increase/(decrease)

   

(38,918

)

 

$

(373,875

)

   

189,069

   

$

1,919,417

   

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88


The Arbitrage Funds  Notes to Financial Statements (continued)

November 30, 2022 (Unaudited)

    Six Months Ended
November 30, 2022
(Unaudited)
  Year Ended
May 31, 2022
 

Credit Opportunities Fund - Class I

 

Shares

 

Value

 

Shares

 

Value

 

Proceeds from shares sold

   

738,735

   

$

7,049,183

     

5,052,483

   

$

50,828,009

   
Shares issued in reinvestment of
distributions
   

154,480

     

1,473,471

     

288,204

     

2,885,616

   

Payments for shares redeemed

   

(2,257,222

)

   

(21,478,044

)

   

(2,127,208

)

   

(21,106,410

)

 

Net increase/(decrease)

   

(1,364,007

)

 

$

(12,955,390

)

   

3,213,479

   

$

32,607,215

   

Credit Opportunities Fund - Class A

 

Proceeds from shares sold

   

   

$

     

957

   

$

9,675

   
Shares issued in reinvestment of
distributions
   

162

     

1,541

     

262

     

2,624

   

Payments for shares redeemed

   

(4,162

)

   

(39,889

)

   

     

   

Net increase/(decrease)

   

(4,000

)

 

$

(38,348

)

   

1,219

   

$

12,299

   

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.

Semi-Annual Report | November 30, 2022
89


The Arbitrage Funds  Notes to Financial Statements (continued)

November 30, 2022 (Unaudited)

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.

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 six months ended November 30, 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 November 30, 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

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90


The Arbitrage Funds  Notes to Financial Statements (continued)

November 30, 2022 (Unaudited)

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).

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 November 30, 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

 

$

34,134,055

   

$

(104,528,045

)

 

$

(70,393,990

)

 

$

1,411,462,246

   

Event-Driven Fund

   

1,795,123

     

(9,343,250

)

   

(7,548,127

)

   

110,873,285

   

Credit Opportunities Fund

   

1,661,245

     

(8,022,005

)

   

(6,360,760

)

   

108,883,249

   

Semi-Annual Report | November 30, 2022
91


The Arbitrage Funds  Notes to Financial Statements (continued)

November 30, 2022 (Unaudited)

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.

www.arbitragefunds.com | 1-800-295-4485
92


The Arbitrage Funds  Disclosure of Fund Expenses

November 30, 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.

Semi-Annual Report | November 30, 2022
93


The Arbitrage Funds  Disclosure of Fund Expenses (continued)

November 30, 2022 (Unaudited)

    Beginning
Account Value
06/01/2022
  Ending
Account Value
11/30/2022
  Expense
Ratio(a)
  Expenses
Paid During
Period(b)
 

Arbitrage Fund

 

Class R

 

Actual

 

$

1,000.00

   

$

1,004.80

     

1.46

%

 

$

7.34

   
Hypothetical (5% return before
expenses)
 

$

1,000.00

   

$

1,017.75

     

1.46

%

 

$

7.38

   

Class I

 

Actual

 

$

1,000.00

   

$

1,005.40

     

1.21

%

 

$

6.08

   
Hypothetical (5% return before
expenses)
 

$

1,000.00

   

$

1,019.00

     

1.21

%

 

$

6.12

   

Class C

 

Actual

 

$

1,000.00

   

$

1,000.00

     

2.21

%

 

$

11.08

   
Hypothetical (5% return before
expenses)
 

$

1,000.00

   

$

1,013.99

     

2.21

%

 

$

11.16

   

Class A

 

Actual

 

$

1,000.00

   

$

1,004.00

     

1.46

%

 

$

7.33

   
Hypothetical (5% return before
expenses)
 

$

1,000.00

   

$

1,017.75

     

1.46

%

 

$

7.38

   

(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 (183), divided by 365.

    Beginning
Account Value
06/01/2022
  Ending
Account Value
11/30/2022
  Expense
Ratio(a)
  Expenses
Paid During
Period(b)
 

Water Island Event-Driven Fund

 

Class R

 

Actual

 

$

1,000.00

   

$

1,006.50

     

1.71

%

 

$

8.60

   
Hypothetical (5% return before
expenses)
 

$

1,000.00

   

$

1,016.50

     

1.71

%

 

$

8.64

   

Class I

 

Actual

 

$

1,000.00

   

$

1,007.30

     

1.46

%

 

$

7.35

   
Hypothetical (5% return before
expenses)
 

$

1,000.00

   

$

1,017.75

     

1.46

%

 

$

7.38

   

Class A

 

Actual

 

$

1,000.00

   

$

1,004.60

     

1.71

%

 

$

8.59

   
Hypothetical (5% return before
expenses)
 

$

1,000.00

   

$

1,016.50

     

1.71

%

 

$

8.64

   

(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 (183), divided by 365.

www.arbitragefunds.com | 1-800-295-4485
94


The Arbitrage Funds  Disclosure of Fund Expenses (continued)

November 30, 2022 (Unaudited)

    Beginning
Account Value
06/01/2022
  Ending
Account Value
11/30/2022
  Expense
Ratio(a)
  Expenses
Paid During
Period(b)
 

Water Island Credit Opportunities Fund

 

Class R

 

Actual

 

$

1,000.00

   

$

1,008.90

     

1.29

%

 

$

6.50

   
Hypothetical (5% return before
expenses)
 

$

1,000.00

   

$

1,018.60

     

1.29

%

 

$

6.53

   

Class I

 

Actual

 

$

1,000.00

   

$

1,009.10

     

1.04

%

 

$

5.24

   
Hypothetical (5% return before
expenses)
 

$

1,000.00

   

$

1,019.85

     

1.04

%

 

$

5.27

   

Class A

 

Actual

 

$

1,000.00

   

$

1,008.90

     

1.29

%

 

$

6.50

   
Hypothetical (5% return before
expenses)
 

$

1,000.00

   

$

1,018.60

     

1.29

%

 

$

6.53

   

(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 (183), divided by 365.

Semi-Annual Report | November 30, 2022
95


The Arbitrage Funds  Additional Information

November 30, 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.

www.arbitragefunds.com | 1-800-295-4485
96


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.

 

Not applicable to semi-annual report.

 

Item 3. Audit Committee Financial Expert.

 

Not applicable to semi-annual report.

 

Item 4. Principal Accountant Fees and Services.

 

Not applicable to semi-annual report.

 

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)Not applicable to semi-annual report.

 

(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: February 1, 2023  

 

 

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: February 1, 2023  

 

 

By: /s/ Monique Labbe  
  Monique Labbe  
  Chief Financial Officer (Principal Financial Officer)  
     
Date: February 1, 2023  

 

 

 

 

ATTACHMENTS / EXHIBITS

EXHIBIT 99.CERT

EXHIBIT 99.906CERT



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