N-CSRS 1 tm2331863d1_ncsrs.htm N-CSRS

 

 

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, 2023

 

 

 

 

 

 

Item 1. Reports to Stockholders.

 

 

Semi-Annual Report

November 30, 2023

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

   

26

   

Portfolio of Investments

   

28

   

Statements of Assets and Liabilities

   

38

   

Statements of Operations

   

42

   

Statements of Changes in Net Assets

   

46

   

Financial Highlights

 

Arbitrage Fund - Class R

   

50

   

Arbitrage Fund - Class I

   

52

   

Arbitrage Fund - Class C

   

54

   

Arbitrage Fund - Class A

   

56

   

Water Island Event-Driven Fund - Class R

   

58

   

Water Island Event-Driven Fund - Class I

   

60

   

Water Island Event-Driven Fund - Class A

   

62

   

Water Island Credit Opportunities Fund - Class R

   

64

   

Water Island Credit Opportunities Fund - Class I

   

66

   

Water Island Credit Opportunities Fund - Class A

   

68

   

Notes to Financial Statements

   

70

   

Disclosure of Fund Expenses

   

94

   

Additional Information

   

97

   

Arbitrage Fund  Portfolio Information

November 30, 2023 (Unaudited)

Performance (annualized returns as of November 30, 2023)

  One
Year
  Five
Year
  Ten
Year
  Since
Inception*
 

Arbitrage Fund, Class R

   

4.92

%

   

2.75

%

   

2.35

%

   

3.70

%

 

Arbitrage Fund, Class I

   

5.30

%

   

3.02

%

   

2.61

%

   

2.98

%

 

Arbitrage Fund, Class C**

   

3.29

%

   

1.99

%

   

1.59

%

   

1.41

%

 

Arbitrage Fund, Class A***

   

2.06

%

   

2.24

%

   

2.10

%

   

2.09

%

 

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

   

4.91

%

   

1.82

%

   

1.21

%

   

1.64

%

 

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.

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

*** After sales charge. 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 1.60%, 1.35%, 2.35% and 1.60%, 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, 2023
1


Arbitrage Fund  Portfolio Information (continued)

November 30, 2023 (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.

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

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


Arbitrage Fund  Portfolio of Investments

November 30, 2023 (Unaudited)

   

Shares

 

Value

 

COMMON STOCKS - 66.26%

 

Apparel - 2.81%

 

Capri Holdings Ltd.(a)

   

595,055

   

$

28,824,464

   

Banks - 0.94%

 

First Horizon Corp.

   

752,194

     

9,620,561

   

Biotechnology - 11.32%

 

Abcam PLC, ADR(a)(b)

   

1,185,600

     

28,418,832

   

ImmunoGen, Inc.(a)

   

530,574

     

15,572,347

   

Mirati Therapeutics, Inc.(a)

   

229,000

     

12,995,750

   

Olink Holding AB, ADR(a)

   

620,118

     

16,030,050

   

Seagen, Inc.(a)(b)

   

200,007

     

42,643,493

   

Swedish Orphan Biovitrum AB(a)

   

22,974

     

545,922

   
     

116,206,394

   

Chemicals - 0.46%

 

Rogers Corp.(a)

   

36,636

     

4,740,698

   

Commercial Services - 3.07%

 

Applus Services SA

   

350,026

     

3,779,555

   

Moneylion, Inc.(a)(c)

   

43,801

     

1,805,477

   

Network International Holdings PLC(a)(d)

   

1,091,041

     

5,385,571

   

SP Plus Corp.(a)(b)(e)

   

100,000

     

5,115,000

   

Textainer Group Holdings Ltd.(b)

   

313,161

     

15,416,916

   
     

31,502,519

   

Electric - 2.76%

 

PNM Resources, Inc.

   

682,159

     

28,357,350

   

Energy - Alternate Sources - 0.69%

 

Opdenergy Holdings SA(a)

   

1,125,274

     

7,104,196

   

Food - 2.48%

 

Albertsons Cos., Inc., Class A(b)

   

1,169,328

     

25,456,271

   

Food Service - 3.30%

 

Sovos Brands, Inc.(a)(b)

   

1,545,630

     

33,864,753

   

Healthcare - Services - 3.16%

 

Amedisys, Inc.(a)(b)

   

346,411

     

32,417,141

   

Insurance - 0.26%

 

TOWER Ltd.

   

7,023,982

     

2,638,474

   

Internet - 2.14%

 

Adevinta ASA(a)

   

1,521,167

     

15,717,861

   

Rover Group, Inc.(a)

   

568,975

     

6,224,587

   
     

21,942,448

   

See Notes to Financial Statements.

Semi-Annual Report | November 30, 2023
3


Arbitrage Fund  Portfolio of Investments (continued)

November 30, 2023 (Unaudited)

   

Shares

 

Value

 

COMMON STOCKS - 66.26% (Continued)

 

Investment Company Security - 0.55%

 

Gresham House PLC

   

404,001

   

$

5,623,090

   

Iron/Steel - 0.34%

 

Kloeckner & Co. SE

   

332,615

     

3,497,419

   

Lodging - 1.27%

 

Bluegreen Vacations Holding Corp.

   

174,543

     

13,006,944

   

Media - 3.05%

 

TEGNA, Inc.(b)(e)

   

2,044,897

     

31,348,271

   

Oil & Gas - 7.79%

 

Hess Corp.(b)

   

251,968

     

35,416,622

   

Pioneer Natural Resources Co.(b)

   

192,200

     

44,521,208

   
     

79,937,830

   

Packaging & Containers - 0.59%

 

Westrock Co.(b)

   

146,000

     

6,010,820

   

Pharmaceuticals - 1.93%

 

Dechra Pharmaceuticals PLC

   

411,284

     

19,855,172

   

Real Estate Investment Trusts - 5.43%

 

Bluerock Homes Trust, Inc.(a)

   

31,867

     

436,578

   
RPT Realty(b)    

1,980,579

     

23,014,328

   

Spirit Realty Capital, Inc.(b)

   

781,406

     

32,272,068

   
     

55,722,974

   

Retail - 0.50%

 

Restaurant Group PLC(a)

   

6,341,000

     

5,179,359

   

Semiconductors - 3.41%

 

Broadcom, Inc.

   

12,602

     

11,665,643

   

Magnachip Semiconductor Corp.(a)

   

305,756

     

2,014,932

   

Silicon Motion Technology Corp., ADR

   

361,624

     

21,263,491

   
     

34,944,066

   

Software - 6.50%

 

EngageSmart, Inc.(a)(b)

   

563,072

     

12,843,672

   

ESI Group(a)

   

37,400

     

6,269,328

   

Splunk, Inc.(a)

   

314,250

     

47,621,445

   
     

66,734,445

   

Telecommunications - 0.00%(f)

 

GCI Liberty, Inc.(a)(g)

   

660,966

     

   

See Notes to Financial Statements.

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


Arbitrage Fund  Portfolio of Investments (continued)

November 30, 2023 (Unaudited)

   

Shares

 

Value

 

COMMON STOCKS - 66.26% (Continued)

 

Transportation - 1.51%

 

Euronav NV(b)

   

861,607

   

$

15,500,310

   
TOTAL COMMON STOCKS
(Cost $718,282,522)
   

680,035,969

   

RIGHTS(a)​ - 0.64%

 

Bristol-Myers Squibb Co. CVR(c)

   

857,631

     

1,200,683

   

Concert Pharmaceuticals, Inc. CVR, Expires 12/31/2029(c)(g)

   

1,669,338

     

662,560

   

Contra Abiomed, Inc. CVR, Expires 12/31/2030(c)

   

163,650

     

286,388

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

1,150,652

     

83,768

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

1,150,652

     

83,652

   

Contra Albireo Pharma, Inc. CVR, Expires 12/31/2027(c)(g)

   

313,065

     

722,585

   

Contra Amryt Pharma PLC CVR, Expires 12/31/2024(c)(g)

   

2,355,440

     

40,043

   

Contra Amryt Pharma PLC CVR, Expires 12/31/2024(c)(g)

   

2,355,440

     

60,064

   

Contra CinCor Pharma, Inc. CVR, Expires 12/31/2027(c)(g)

   

339,795

     

1,118,877

   
Contra Resolute Forest Products, Inc. CVR,
Expires 6/30/2024(c)(g)
   

803,806

     

1,225,643

   

Flexion Therapy CVR, Expires 12/31/2030(c)(g)

   

1,411,000

     

1,061,919

   
TOTAL RIGHTS
(Cost $5,955,302)
   

6,546,182

   

 

    Maturity
Date
 

Rate

  Principal
Amount
 

Value

 

CONVERTIBLE CORPORATE BONDS - 0.24%

 

Healthcare - Services - 0.24%

 

UpHealth, Inc.(d)

 

06/15/2026

   

6.250

%

 

$

1,275,000

   

$

943,500

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

12/15/2025

   

14.310

%

   

1,756,000

     

1,510,160

   
TOTAL CONVERTIBLE CORPORATE BONDS
(Cost $3,031,000)
   

2,453,660

   

 

   

Shares

 

Value

 

MUTUAL FUNDS(h)​ - 7.46%

 

Water Island Event-Driven Fund, Class I

   

6,605,365

   

$

76,556,183

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

76,556,183

   

PRIVATE INVESTMENTS(a)(c)(g)(i)​ - 0.03%

 

Fast Sponsor Capital

   

290,700

     

290,700

   
TOTAL PRIVATE INVESTMENTS
(Cost $300,786)
   

290,700

   

See Notes to Financial Statements.

Semi-Annual Report | November 30, 2023
5


Arbitrage Fund  Portfolio of Investments (continued)

November 30, 2023 (Unaudited)

   

Shares

 

Value

 

WARRANTS(a)​ - 0.00%(f)

 

Commercial Services - 0.00%(f)

 

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

   

290,320

   

$

20,293

   
TOTAL WARRANTS
(Cost $0)
   

20,293

   

 

    Expiration
Date
  Exercise
Price
  Notional
Amount
 

Contracts

 

Value

 

PURCHASED OPTIONS(a)​ - 0.03%

 

Call Options Purchased - 0.03%

 

MaxLinear, Inc.

 

12/2023

 

$

25.00

   

$

2,625,946

     

1,402

   

$

0

   

Point Biopharma Global, Inc.

 
   

12/2023

   

17.50

     

2,860,080

     

2,103

     

21,030

   
   

01/2024

   

15.00

     

4,672,960

     

3,436

     

240,520

   
   

01/2024

   

17.50

     

3,564,560

     

2,621

     

91,735

   

SP Plus Corp.

 

01/2024

   

55.00

     

2,557,500

     

500

     

0

   
TOTAL CALL OPTIONS PURCHASED
(Cost $405,100)
   

353,285

   

 

   

Yield

 

Shares

 

Value

 

SHORT-TERM INVESTMENTS - 30.15%

 

Money Market Funds

 
Morgan Stanley Institutional Liquidity Fund -
Government Portfolio
   

5.254

%(j)

   

154,686,655

   

$

154,686,655

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

5.431

%(j)

   

154,686,655

     

154,686,655

   
             

309,373,310

   
TOTAL SHORT-TERM INVESTMENTS
(Cost $309,373,310)
   

309,373,310

   
Total Investments - 104.81%
(Cost $1,097,980,664)
   

1,075,629,582

   

Liabilities in Excess of Other Assets - (4.81%)(k)

   

(49,369,199

)

 

NET ASSETS - 100.00%

 

$

1,026,260,383

   

Portfolio Footnotes

(a)  ​Non-income-producing security.

(b)  ​Security, or a portion of security, is being held as collateral for swaps, short sales or forward foreign currency exchange contracts. At November 30, 2023, the aggregate fair market value of those securities was $198,657,190, representing 19.36% of net assets.

See Notes to Financial Statements.

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


Arbitrage Fund  Portfolio of Investments (continued)

November 30, 2023 (Unaudited)

(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 $8,642,359 or 0.84% of net assets.

Restricted Security

 

Acquisition Date

 

Acquisition Cost

 

Bristol-Myers Squibb Co. CVR

 

11/20/2020

 

$

1,185,787

   

Concert Pharmaceuticals, Inc. CVR, Expires 12/31/2029

 

03/07/2023

   

617,655

   

Contra Abiomed, Inc. CVR, Expires 12/31/2030

 

12/21/2022

   

166,923

   

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

 

11/23/2021

   

69,039

   

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

 

11/23/2021

   

69,039

   

Contra Albireo Pharma, Inc. CVR, Expires 12/31/2027

 

03/03/2023

   

673,090

   

Contra Amryt Pharma PLC CVR, Expires 12/31/2024

 

04/13/2023

   

58,886

   

Contra Amryt Pharma PLC CVR, Expires 12/31/2024

 

04/13/2023

   

58,886

   

Contra CinCor Pharma, Inc. CVR, Expires 12/31/2027

 

02/23/2023

   

1,039,773

   

Contra Resolute Forest Products, Inc. CVR, Expires 6/30/2024

 

03/01/2023

   

1,141,404

   

Fast Sponsor Capital

 

08/18/2020

   

300,786

   

Flexion Therapy CVR, Expires 12/31/2030

 

11/22/2021

   

874,820

   

Moneylion, Inc.

 

06/19/2020

   

5,327,579

   

Total

     

$

11,583,667

   

(d)  ​Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. As of November 30, 2023, these securities had a total value of $7,839,231 or 0.76% of net assets.

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

(f)  ​Less than 0.005% of net assets.

(g)  ​Security fair valued using significant unobservable inputs and classified as a Level 3 security. As of November 30, 2023, the total fair market value of these securities was $5,349,811, representing 0.52% of net assets.

(h)  ​Affiliated investment.

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

(j)  ​Rate shown is the 7-day effective yield as of November 30, 2023.

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

See Notes to Financial Statements.

Semi-Annual Report | November 30, 2023
7


Arbitrage Fund  Portfolio of Investments (continued)

November 30, 2023 (Unaudited)

SCHEDULE OF SECURITIES SOLD SHORT

 

Shares

 

Value

 

COMMON STOCKS SOLD SHORT - (3.69%)

 

Forest Products & Paper - (0.54%)

 

Smurfit Kappa Group PLC

   

(146,000

)

 

$

(5,530,453

)

 

Home Furnishings - (0.18%)

 

iRobot Corp.

   

(49,957

)

   

(1,803,947

)

 

Oil & Gas - (1.74%)

 

Chevron Corp.

   

(81,998

)

   

(11,774,913

)

 

Exxon Mobil Corp.

   

(59,712

)

   

(6,134,811

)

 
     

(17,909,724

)

 

Real Estate Investment Trusts - (0.09%)

 

Realty Income Corp.

   

(18,288

)

   

(981,517

)

 

Semiconductors - (1.14%)

 

Broadcom, Inc.

   

(12,600

)

   

(11,664,198

)

 
TOTAL SECURITIES SOLD SHORT
(Proceeds $37,752,785)
 

$

(37,889,839

)

 

 

WRITTEN OPTIONS

  Expiration
Date
  Exercise
Price
  Notional
Amount
 

Contracts

 

Value

 

Written Call Options

 

TEGNA, Inc.

 

12/2023

 

$

16.00

   

$

(100,551

)

   

(6,425

)

 

$

(64,250

)

 
TOTAL WRITTEN CALL OPTIONS
(Premiums received $216,061)
 

$

(64,250

)

 

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./
Upon
Termination
 
 
  Exxon Mobil
Corp.
 
 
 
 
 
  Received
1 Month-
Federal
Rate
Minus
40bps
(4.930%)
 





10/29/2024
 

$

   

$

   

$

73,501

   

USD

39,818,059

   

$

73,501

   

See Notes to Financial Statements.

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


Arbitrage Fund  Portfolio of Investments (continued)

November 30, 2023 (Unaudited)

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./
Upon
Termination
 
 
  Chevron Corp.
 
 
 
 
 
 
  Received
1 Month-
Federal
Rate
Minus
40bps
(4.930%)
 





10/29/2024
 

$

   

$

   

$

(211,521

)

 

USD

25,100,421

   

$

(211,521

)

 
Morgan
Stanley &
Co./
Upon
Termination
 
 
  Kimco Realty
Corp.
 
 
 
 
 
  Received
1 Month-
Federal
Rate
Minus
40bps
(4.930%)
 





10/29/2024
   

     

     

(487,169

)

 

USD

22,658,461

     

(487,169

)

 
Morgan
Stanley &
Co./
Upon
Termination
 
 
  Realty Income
Corp.
 
 
 
 
 
  Received
1 Month-
Federal
Rate
Minus
40bps
(4.930%)
 





10/29/2024
   

     

     

(3,493,280

)

 

USD

27,642,719

     

(3,493,280

)

 
                       

$

(4,191,970

)

         

$

(4,191,970

)

 

OUTSTANDING FORWARD FOREIGN CURRENCY EXCHANGE CONTRACTS

Currency
Purchased
 

Currency Sold

 

Counterparty

  Settlement
Date
  Unrealized
Appreciation
 

DKK

170,112,100

   

USD

24,032,987

   

Morgan Stanley & Co.

 

12/15/2023

 

$

820,176

   

EUR

21,963,800

   

USD

23,329,580

   

Morgan Stanley & Co.

 

12/15/2023

   

589,194

   

GBP

16,230,800

   

USD

19,826,175

   

Morgan Stanley & Co.

 

12/15/2023

   

666,056

   

NOK

137,985,500

   

USD

12,486,392

   

Morgan Stanley & Co.

 

12/15/2023

   

270,912

   

USD

29,055,018

   

NOK

311,218,100

   

Morgan Stanley & Co.

 

12/15/2023

   

281,676

   

NZD

759,200

   

USD

454,258

   

Morgan Stanley & Co.

 

12/15/2023

   

13,274

   

SEK

37,490,700

   

USD

3,498,626

   

Morgan Stanley & Co.

 

12/15/2023

   

72,381

   
   

$

2,713,669

   

See Notes to Financial Statements.

Semi-Annual Report | November 30, 2023
9


Arbitrage Fund  Portfolio of Investments (continued)

November 30, 2023 (Unaudited)

Currency
Purchased
 

Currency Sold

 

Counterparty

  Settlement
Date
  Unrealized
Depreciation
 

USD

24,563,454

   

DKK

170,112,100

   

Morgan Stanley & Co.

 

12/15/2023

 

$

(289,709

)

 

EUR

14,904,200

   

USD

16,414,656

   

Morgan Stanley & Co.

 

12/15/2023

   

(183,848

)

 

USD

60,191,009

   

EUR

55,952,600

   

Morgan Stanley & Co.

 

12/15/2023

   

(741,875

)

 

GBP

4,185,000

   

USD

5,321,493

   

Morgan Stanley & Co.

 

12/15/2023

   

(37,713

)

 

USD

61,601,967

   

GBP

49,582,700

   

Morgan Stanley & Co.

 

12/15/2023

   

(998,775

)

 

USD

2,976,820

   

NZD

5,043,800

   

Morgan Stanley & Co.

 

12/15/2023

   

(129,271

)

 

SEK

25,012,400

   

USD

2,397,872

   

Morgan Stanley & Co.

 

12/15/2023

   

(15,428

)

 

USD

6,169,357

   

SEK

68,232,800

   

Morgan Stanley & Co.

 

12/15/2023

   

(329,849

)

 
   

$

(2,726,468

)

 

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

Country

 

% of Net Assets(a)

 

United States

   

85.21

%

 

United Kingdom

   

6.29

%

 

British Virgin Islands

   

2.81

%

 

Cayman Islands

   

2.07

%

 

Sweden

   

1.62

%

 

Norway

   

1.53

%

 

Belgium

   

1.51

%

 

Bermuda

   

1.50

%

 

Spain

   

1.06

%

 

France

   

0.61

%

 

Germany

   

0.34

%

 

New Zealand

   

0.26

%

 

Liabilities in Excess of Other Assets

   

(4.81

)%

 
     

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

ASA - Allmennaksjeselskap is the Norwegian term for public limited company.

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

CVR - Contingent Value Rights

DKK - Danish krone

EUR - Euro

GBP - British pound

Ltd. - Limited

NOK - Norwegian krone

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

See Notes to Financial Statements.

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


Arbitrage Fund  Portfolio of Investments (continued)

November 30, 2023 (Unaudited)

NZD - New Zealand dollar

PLC - Public Limited Company

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

SE - SE Regulation. A European Company which can operate on a Europe-wide basis and be governed by Community law directly applicable in all Member States

SEK - Swedish krona

SOFR - Secured Overnight Financing Rate

USD - United States Dollar

The following table summarizes the Arbitrage Fund's investments and derivative financial instruments categorized in the fair value hierarchy as of November 30, 2023:

Investments in Securities at Fair Value*

 

Level 1

 

Level 2

 

Level 3

 

Total

 

Assets

 

Common Stocks

 

Apparel

 

$

28,824,464

   

$

   

$

   

$

28,824,464

   

Banks

   

9,620,561

     

     

     

9,620,561

   

Biotechnology

   

116,206,394

     

     

     

116,206,394

   

Chemicals

   

4,740,698

     

     

     

4,740,698

   

Commercial Services

   

31,502,519

     

     

     

31,502,519

   

Electric

   

28,357,350

     

     

     

28,357,350

   

Energy - Alternate Sources

   

7,104,196

     

     

     

7,104,196

   

Food

   

25,456,271

     

     

     

25,456,271

   

Food Service

   

33,864,753

     

     

     

33,864,753

   

Healthcare - Services

   

32,417,141

     

     

     

32,417,141

   

Insurance

   

2,638,474

     

     

     

2,638,474

   

Internet

   

21,942,448

     

     

     

21,942,448

   

Investment Company Security

   

5,623,090

     

     

     

5,623,090

   

Iron/Steel

   

3,497,419

     

     

     

3,497,419

   

Lodging

   

13,006,944

     

     

     

13,006,944

   

Media

   

31,348,271

     

     

     

31,348,271

   

Oil & Gas

   

79,937,830

     

     

     

79,937,830

   

Packaging & Containers

   

6,010,820

     

     

     

6,010,820

   

Pharmaceuticals

   

19,855,172

     

     

     

19,855,172

   

Real Estate Investment Trusts

   

55,722,974

     

     

     

55,722,974

   

Retail

   

5,179,359

     

     

     

5,179,359

   

Semiconductors

   

34,944,066

     

     

     

34,944,066

   

Software

   

66,734,445

     

     

     

66,734,445

   

Telecommunications

   

     

     

0

     

0

   

Transportation

   

15,500,310

     

     

     

15,500,310

   

Rights

   

     

1,487,071

     

5,059,111

     

6,546,182

   

Convertible Corporate Bonds**

   

     

2,453,660

     

     

2,453,660

   

Mutual Funds

   

76,556,183

     

     

     

76,556,183

   

Private Investments

   

     

     

290,700

     

290,700

   

Warrants**

   

20,293

     

     

     

20,293

   

See Notes to Financial Statements.

Semi-Annual Report | November 30, 2023
11


Arbitrage Fund  Portfolio of Investments (continued)

November 30, 2023 (Unaudited)

Investments in Securities at Fair Value*

 

Level 1

 

Level 2

 

Level 3

 

Total

 

Purchased Options

 

$

353,285

   

$

   

$

   

$

353,285

   

Short-Term Investments

   

309,373,310

     

     

     

309,373,310

   

TOTAL

 

$

1,066,339,040

   

$

3,940,731

   

$

5,349,811

   

$

1,075,629,582

   

Other Financial Instruments***

 

Assets

 
Forward Foreign Currency
Exchange Contracts
 

$

   

$

2,713,669

   

$

   

$

2,713,669

   

Equity Swaps

   

73,501

     

     

     

73,501

   

Liabilities

 

Common Stocks**

   

(37,889,839

)

   

     

     

(37,889,839

)

 

Written Options

   

(64,250

)

   

     

     

(64,250

)

 
Forward Foreign Currency
Exchange Contracts
   

     

(2,726,468

)

   

     

(2,726,468

)

 

Equity Swaps

   

(4,191,970

)

   

     

     

(4,191,970

)

 

TOTAL

 

$

(42,072,558

)

 

$

(12,799

)

 

$

   

$

(42,085,357

)

 

*  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, 2023:

Investments
in Securities
  Balance as of
May 31, 2023
  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,
2023
  Net change in
Unrealized
Appreciation
(Depreciation)
from
investments
still held as of
November 30,
2023
 
Common
Stocks
 

$

82,025,339

   

$

3,323,372

   

$

(3,323,473

)

 

$

   

$

(82,025,238

)

 

$

   

$

   

$

0

   

$

   

Rights

   

4,823,685

     

     

235,426

     

     

     

     

     

5,059,111

     

235,426

   
Private
Investments
   

581,400

     

     

(290,700

)

   

     

     

     

     

290,700

     

(290,700

)

 

Total

 

$

87,430,424

   

$

3,323,372

   

$

(3,378,747

)

 

$

   

$

(82,025,238

)

 

$

   

$

   

$

5,349,811

   

$

(55,274

)

 

See Notes to Financial Statements.

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


Arbitrage Fund  Portfolio of Investments (continued)

November 30, 2023 (Unaudited)

The following table summarizes the quantitative inputs used for investments categorized as Level 3 of the fair value hierarchy as of November 30, 2023:

Investments in
Securities
  Fair Value at
November 30,
2023
  Valuation
Technique
  Unobservable
Input
  Range of
Values
  Weighted
Average
 

Common Stocks

 

$

                   
Rights
 
 
 
  5,059,111


  Discounted,
probability
adjusted
value
  Discount
Rate,
Probability
 
  0-10%, 9.43%-100%
 
 
 
  7.5%, 23.6%
 
 
 
 
Private
Investments
  290,700
  Recovery
Value
  Proceeds from
winding down
  $1
 
  $1.0000
 
 

See Notes to Financial Statements.

Semi-Annual Report | November 30, 2023
13


Water Island Event-Driven Fund  Portfolio Information

November 30, 2023 (Unaudited)

Performance (annualized returns as of November 30, 2023)

  One
Year
  Five
Year
  Ten
Year
  Since
Inception*
 

Water Island Event-Driven Fund, Class R

   

4.67

%

   

4.16

%

   

1.93

%

   

2.35

%

 

Water Island Event-Driven Fund, Class I

   

4.98

%

   

4.44

%

   

2.19

%

   

2.61

%

 

Water Island Event-Driven Fund, Class A**

   

1.33

%

   

3.48

%

   

1.60

%

   

1.87

%

 

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

   

4.91

%

   

1.82

%

   

1.21

%

   

0.94

%

 

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.

* 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.

** After sales charge. 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 and Class A are 1.71%, 1.46% and 1.71%, 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, 2024, 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, 2023 (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, 2023
15


Water Island Event-Driven Fund  Portfolio of Investments

November 30, 2023 (Unaudited)

   

Shares

 

Value

 

COMMON STOCKS - 70.03%

 

Apparel - 2.51%

 

Capri Holdings Ltd.(a)(b)

   

57,746

   

$

2,797,216

   

Banks - 0.97%

 

First Horizon Corp.

   

84,729

     

1,083,684

   

Biotechnology - 15.37%

 

Abcam PLC, ADR(a)

   

112,680

     

2,700,940

   

ImmunoGen, Inc.(a)

   

57,291

     

1,681,491

   

Mirati Therapeutics, Inc.(a)

   

31,508

     

1,788,079

   

Olink Holding AB, ADR(a)

   

143,622

     

3,712,629

   

Orchard Therapeutics PLC, ADR(a)

   

69,942

     

1,133,760

   

Seagen, Inc.(a)

   

28,414

     

6,058,149

   

Swedish Orphan Biovitrum AB(a)

   

3,081

     

73,212

   
     

17,148,260

   

Chemicals - 0.45%

 

Rogers Corp.(a)

   

3,898

     

504,401

   

Commercial Services - 4.37%

 

Applus Services SA

   

44,556

     

481,112

   

Moneylion, Inc.(a)(c)

   

5,134

     

211,618

   

Network International Holdings PLC(a)(d)

   

135,085

     

666,803

   

SP Plus Corp.(a)(b)

   

27,471

     

1,405,142

   

Textainer Group Holdings Ltd.(b)

   

42,843

     

2,109,161

   
     

4,873,836

   

Electric - 3.01%

 

PNM Resources, Inc.

   

80,710

     

3,355,115

   

Entertainment - 0.12%

 

Cineplex, Inc.(a)

   

23,133

     

135,700

   

Food - 2.26%

 

Albertsons Cos., Inc., Class A

   

116,083

     

2,527,127

   

Food Service - 4.91%

 

Sovos Brands, Inc.(a)(b)

   

250,196

     

5,481,794

   

Healthcare - Services - 2.99%

 

Amedisys, Inc.(a)(b)

   

35,642

     

3,335,378

   

Internet - 2.72%

 

Adevinta ASA(a)

   

204,882

     

2,116,998

   

Just Eat Takeaway.com NV(a)(d)

   

4,817

     

75,168

   

Rover Group, Inc.(a)

   

76,798

     

840,170

   
     

3,032,336

   

See Notes to Financial Statements.

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


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

November 30, 2023 (Unaudited)

   

Shares

 

Value

 

COMMON STOCKS - 70.03% (Continued)

 

Investment Company Security - 0.61%

 

Gresham House PLC

   

49,285

   

$

685,973

   

Iron/Steel - 0.31%

 

Kloeckner & Co. SE

   

32,369

     

340,357

   

Lodging - 1.01%

 

Bluegreen Vacations Holding Corp.

   

15,103

     

1,125,476

   

Media - 2.63%

 

TEGNA, Inc.(b)(e)

   

191,233

     

2,931,602

   

Oil & Gas - 6.81%

 

Hess Corp.(b)

   

20,991

     

2,950,495

   

Pioneer Natural Resources Co.(b)

   

20,068

     

4,648,551

   
     

7,599,046

   

Packaging & Containers - 1.60%

 

Westrock Co.(b)

   

43,431

     

1,788,054

   

Pharmaceuticals - 2.76%

 

Bayer AG

   

12,589

     

429,730

   

Dechra Pharmaceuticals PLC

   

54,895

     

2,650,115

   
     

3,079,845

   

Pipelines - 2.07%

 

Holly Energy Partners LP(b)

   

112,969

     

2,310,216

   

Real Estate Investment Trusts - 3.18%

 

Crown Castle, Inc.(e)

   

2,579

     

302,465

   

Spirit Realty Capital, Inc.(b)

   

78,565

     

3,244,735

   
     

3,547,200

   

Semiconductors - 2.48%

 

Broadcom, Inc.

   

417

     

385,921

   

Magnachip Semiconductor Corp.(a)

   

27,503

     

181,245

   

Silicon Motion Technology Corp., ADR

   

37,426

     

2,200,649

   
     

2,767,815

   

Software - 4.92%

 

Splunk, Inc.(a)(b)

   

36,196

     

5,485,142

   

Transportation - 1.97%

 

Euronav NV(b)

   

122,451

     

2,202,894

   
TOTAL COMMON STOCKS
(Cost $82,658,754)
   

78,138,467

   

See Notes to Financial Statements.

Semi-Annual Report | November 30, 2023
17


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

November 30, 2023 (Unaudited)

   

Shares

 

Value

 

RIGHTS(a)​ - 0.45%

 

Bristol-Myers Squibb Co. CVR(c)

   

67,803

   

$

94,924

   

Concert Pharmaceuticals, Inc. CVR, Expires 12/31/2029(c)(f)

   

154,954

     

61,501

   

Contra Abiomed, Inc. CVR, Expires 12/31/2030(c)

   

13,890

     

24,308

   

Contra Albireo Pharma, Inc. CVR, Expires 12/31/2027(c)(f)

   

34,047

     

78,584

   

Contra Amryt Pharma PLC CVR, Expires 12/31/2024(c)(f)

   

204,285

     

3,473

   

Contra Amryt Pharma PLC CVR, Expires 12/31/2024(c)(f)

   

204,285

     

5,209

   

Contra CinCor Pharma, Inc. CVR, Expires 12/31/2027(c)(f)

   

39,632

     

130,500

   
Contra Resolute Forest Products, Inc. CVR,
Expires 6/30/2024(c)(f)
   

68,936

     

105,114

   
TOTAL RIGHTS
(Cost $484,860)
   

503,613

   

 

    Maturity
Date
 

Rate

  Principal
Amount
 

Value

 

CORPORATE BONDS - 2.53%

 

Chemicals - 0.92%

 

Valvoline, Inc.(d)

 

02/15/2030

   

4.250

%

 

$

1,046,000

   

$

1,033,428

   

Oil & Gas - 1.61%

 

PDC Energy, Inc.

 

05/15/2026

   

5.750

%

   

1,802,000

     

1,794,702

   
TOTAL CORPORATE BONDS
(Cost $2,832,637)
   

2,828,130

   

CONVERTIBLE CORPORATE BONDS - 0.56%

 

Entertainment - 0.26%

 

Cineplex, Inc.(d)

 

09/30/2025

   

5.750

%

   

392,000

     

282,383

   

Healthcare - Services - 0.30%

 

UpHealth, Inc.(d)

 

06/15/2026

   

6.250

%

   

217,000

     

160,580

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

12/15/2025

   

14.310

%

   

205,000

     

176,300

   
     

336,880

   
TOTAL CONVERTIBLE CORPORATE BONDS
(Cost $710,395)
   

619,263

   

 

   

Shares

 

Value

 

WARRANTS(a)​ - 0.00%(g)

 

Commercial Services - 0.00%(g)

 

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

   

22,640

   

$

1,583

   
TOTAL WARRANTS
(Cost $0)
   

1,583

   

See Notes to Financial Statements.

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


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

November 30, 2023 (Unaudited)

   

Shares

 

Value

 

PRIVATE INVESTMENTS(a)(c)(f)(h)​ - 0.02%

 

Fast Sponsor Capital

   

22,800

   

$

22,800

   
TOTAL PRIVATE INVESTMENTS
(Cost $23,591)
   

22,800

   

 

    Expiration
Date
  Exercise
Price
  Notional
Amount
 

Contracts

 

Value

 

PURCHASED OPTIONS(a)​ - 0.01%

 

Call Options Purchased - 0.01%

 

MaxLinear, Inc.

 

12/2023

 

$

25.00

   

$

271,585

     

145

   

$

0

   

Point Biopharma Global, Inc.

 
   

12/2023

   

17.50

     

412,080

     

303

     

3,030

   
   

01/2024

   

17.50

     

515,440

     

379

     

13,265

   
TOTAL PURCHASED OPTIONS
(Cost $37,163)
   

16,295

   

 

   

Yield

 

Shares

 

Value

 

SHORT-TERM INVESTMENTS - 30.92%

 

Money Market Funds

 
Morgan Stanley Institutional Liquidity Fund -
Government Portfolio
   

5.254

%(i)

   

17,248,989

   

$

17,248,989

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

5.431

%(i)

   

17,248,989

     

17,248,989

   
     

34,497,978

   
TOTAL SHORT-TERM INVESTMENTS
(Cost $34,497,978)
   

34,497,978

   
Total Investments - 104.52%
(Cost $121,245,378)
   

116,628,129

   

Liabilities in Excess of Other Assets - (4.52%)(j)

   

(5,042,111

)

 

NET ASSETS - 100.00%

 

$

111,586,018

   

Portfolio Footnotes

(a)​  Non-income-producing security.

(b)​  Security, or a portion of security, is being held as collateral for swaps, short sales or forward foreign currency exchange contracts. At November 30, 2023, the aggregate fair market value of those securities was $35,643,076, representing 31.94% 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 $738,031 or 0.66% of net assets.

See Notes to Financial Statements.

Semi-Annual Report | November 30, 2023
19


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

November 30, 2023 (Unaudited)

Restricted Security

 

Acquisition Date

 

Acquisition Cost

 

Bristol-Myers Squibb Co. CVR

 

11/20/2020

 

$

110,781

   

Concert Pharmaceuticals, Inc. CVR, Expires 12/31/2029

 

03/07/2023

   

57,333

   

Contra Abiomed, Inc. CVR, Expires 12/31/2030

 

12/21/2022

   

14,168

   

Contra Albireo Pharma, Inc. CVR, Expires 12/31/2027

 

03/03/2023

   

73,201

   

Contra Amryt Pharma PLC CVR, Expires 12/31/2024

 

04/13/2023

   

5,107

   

Contra Amryt Pharma PLC CVR, Expires 12/31/2024

 

04/13/2023

   

5,107

   

Contra CinCor Pharma, Inc. CVR, Expires 12/31/2027

 

02/23/2023

   

121,274

   

Contra Resolute Forest Products, Inc. CVR, Expires 6/30/2024

 

03/01/2023

   

97,889

   

Fast Sponsor Capital

 

08/18/2020

   

23,591

   

Moneylion, Inc.

 

06/19/2020

   

831,994

   

Total

     

$

1,340,445

   

(d)​  Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. As of November 30, 2023, these securities had a total value of $2,394,662 or 2.15% of net assets.

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

(f)​  Security fair valued using significant unobservable inputs and classified as a Level 3 security. As of November 30, 2023, the total fair market value of these securities was $407,181, representing 0.36% of net assets.

(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, 2023.

(j)​  Includes cash held as collateral for short sales.

SCHEDULE OF SECURITIES SOLD SHORT

 

Shares

 

Value

 

COMMON STOCKS SOLD SHORT - (3.02%)

 

Entertainment - (0.02%)

 

Cineplex, Inc.

   

(3,228

)

 

$

(18,936

)

 

Forest Products & Paper - (1.47%)

 

Smurfit Kappa Group PLC

   

(43,431

)

   

(1,645,158

)

 

Home Furnishings - (0.17%)

 

iRobot Corp.

   

(5,170

)

   

(186,689

)

 

Oil & Gas - (1.02%)

 

Chevron Corp.

   

(4,213

)

   

(604,987

)

 

Exxon Mobil Corp.

   

(5,151

)

   

(529,213

)

 
     

(1,134,200

)

 

Semiconductors - (0.34%)

 

Broadcom, Inc.

   

(416

)

   

(385,104

)

 
TOTAL SECURITIES SOLD SHORT
(Proceeds $3,350,425)
 

$

(3,370,087

)

 

See Notes to Financial Statements.

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


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

November 30, 2023 (Unaudited)

WRITTEN OPTIONS

  Expiration
Date
  Exercise
Price
  Notional
Amount
 

Contracts

 

Value

 

Written Call Options

 

Crown Castle, Inc.

 

12/2023

 

$

120.00

   

$

(152,464

)

   

(13

)

 

$

(1,560

)

 

TEGNA, Inc.

 

12/2023

   

16.00

     

(921,333

)

   

(601

)

   

(6,010

)

 
TOTAL WRITTEN OPTIONS
(Premiums received $21,489)
 

$

(7,570

)

 

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./
Upon
Termination
 
 
  HF
Sinclair
Corp.
 
 
 
 
  Received
1 Month-
Federal
Rate
Minus
40bps
(4.930%)
 





10/29/2024
 

$

   

$

   

$

27,400

   

USD

1,894,901

   

$

27,400

   
Morgan
Stanley &
Co./
Upon
Termination
 
 
  Exxon
Mobil
Corp.
 
 
 
 
  Received
1 Month-
Federal
Rate
Minus
40bps
(4.930%)
 





10/29/2024
   

     

     

7,876

   

USD

4,266,551

     

7,876

   
                    $35,276       $35,276  
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./
Upon
Termination
 
 
  Chevron
Corp.
 
 
 
 
 
  Received
1 Month-
Federal
Rate
Minus
40bps
(4.930%)
 





10/29/2024
 

$

   

$

   

$

(20,764

)

 

USD

2,463,947

   

$

(20,764

)

 

See Notes to Financial Statements.

Semi-Annual Report | November 30, 2023
21


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

November 30, 2023 (Unaudited)

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./
Upon
Termination
 
 
  Realty
Income
Corp.
 
 
 
 
  Received
1 Month-
Federal
Rate
Minus
40bps
(4.930%)
 





10/29/2024
 

$

   

$

   

$

(454,121

)

 

USD

2,775,493

   

$

(454,121

)

 
                    $(474,885)       $(474,885)  

OUTSTANDING FORWARD FOREIGN CURRENCY EXCHANGE CONTRACTS

Currency
Purchased
 

Currency Sold

 

Counterparty

  Settlement
Date
  Unrealized
Appreciation
 

CAD

83,100

   

USD

60,775

   

Morgan Stanley & Co.

 

12/15/2023

 

$

478

   

USD

433,748

   

CAD

587,000

   

Morgan Stanley & Co.

 

12/15/2023

   

1,069

   

DKK

22,289,600

   

USD

3,149,016

   

Morgan Stanley & Co.

 

12/15/2023

   

107,467

   

EUR

1,725,400

   

USD

1,826,492

   

Morgan Stanley & Co.

 

12/15/2023

   

52,483

   

USD

39,720

   

EUR

36,400

   

Morgan Stanley & Co.

 

12/15/2023

   

80

   

GBP

1,371,600

   

USD

1,683,156

   

Morgan Stanley & Co.

 

12/15/2023

   

48,561

   

NOK

16,360,400

   

USD

1,480,463

   

Morgan Stanley & Co.

 

12/15/2023

   

32,121

   

USD

3,726,607

   

NOK

39,921,800

   

Morgan Stanley & Co.

 

12/15/2023

   

35,679

   

SEK

4,172,600

   

USD

390,076

   

Morgan Stanley & Co.

 

12/15/2023

   

7,366

   
   

$

285,304

   
Currency
Purchased
 

Currency Sold

 

Counterparty

  Settlement
Date
  Unrealized
Depreciation
 

CAD

8,300

   

USD

6,119

   

Morgan Stanley & Co.

 

12/15/2023

 

$

(1

)

 

USD

38,584

   

CAD

53,100

   

Morgan Stanley & Co.

 

12/15/2023

   

(556

)

 

USD

3,218,522

   

DKK

22,289,600

   

Morgan Stanley & Co.

 

12/15/2023

   

(37,960

)

 

EUR

2,352,900

   

USD

2,589,865

   

Morgan Stanley & Co.

 

12/15/2023

   

(27,536

)

 

USD

5,657,319

   

EUR

5,259,600

   

Morgan Stanley & Co.

 

12/15/2023

   

(70,433

)

 

GBP

37,300

   

USD

47,374

   

Morgan Stanley & Co.

 

12/15/2023

   

(281

)

 

USD

5,738,206

   

GBP

4,621,000

   

Morgan Stanley & Co.

 

12/15/2023

   

(96,048

)

 

SEK

3,293,600

   

USD

315,762

   

Morgan Stanley & Co.

 

12/15/2023

   

(2,044

)

 

USD

744,565

   

SEK

8,234,600

   

Morgan Stanley & Co.

 

12/15/2023

   

(39,784

)

 
   

$

(274,643

)

 

See Notes to Financial Statements.

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


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

November 30, 2023 (Unaudited)

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

Country

 

% of Net Assets(a)

 

United States

   

82.29

%

 

United Kingdom

   

7.03

%

 

Sweden

   

3.39

%

 

British Virgin Islands

   

2.51

%

 

Belgium

   

1.97

%

 

Cayman Islands

   

1.97

%

 

Norway

   

1.90

%

 

Bermuda

   

1.89

%

 

Germany

   

0.69

%

 

Spain

   

0.43

%

 

Canada

   

0.38

%

 

Netherlands

   

0.07

%

 

Liabilities in Excess of Other Assets

   

(4.52

)%

 
     

100.00

%

 

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

Abbreviations:

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

ADR - American Depositary Receipt

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

ASA - Allmennaksjeselskap is the Norwegian term for public limited company.

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

CAD - Canadian dollar

CVR - Contingent Value Rights

DKK - Danish krone

EUR - Euro

GBP - British pound

LP - Limited Partnership

Ltd. - Limited

NOK - Norwegian krone

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

PLC - Public Limited Company

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

SE - SE Regulation. A European Company which can operate on a Europe-wide basis and be governed by Community law directly applicable in all Member States

SEK - Swedish krona

SOFR - Secured Overnight Financing Rate

USD - United States Dollar

See Notes to Financial Statements.

Semi-Annual Report | November 30, 2023
23


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

November 30, 2023 (Unaudited)

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, 2023:

Investments in Securities at Fair Value*

 

Level 1

 

Level 2

 

Level 3

 

Total

 

Assets

 

Common Stocks**

 

$

78,138,467

   

$

   

$

   

$

78,138,467

   

Rights

   

     

119,232

     

384,381

     

503,613

   

Corporate Bonds**

   

     

2,828,130

     

     

2,828,130

   

Convertible Corporate Bonds**

   

     

619,263

     

     

619,263

   

Warrants**

   

1,583

     

     

     

1,583

   

Private Investments

   

     

     

22,800

     

22,800

   

Purchased Options

   

16,295

     

     

     

16,295

   

Short-Term Investments

   

34,497,978

     

     

     

34,497,978

   

TOTAL

 

$

112,654,323

   

$

3,566,625

   

$

407,181

   

$

116,628,129

   

Other Financial Instruments***

 

Assets

 
Forward Foreign Currency
Exchange Contracts
 

$

   

$

285,304

   

$

   

$

285,304

   

Equity Swaps

   

35,276

     

     

     

35,276

   

Liabilities

 

Common Stocks**

   

(3,370,087

)

   

     

     

(3,370,087

)

 

Written Options

   

(7,570

)

   

     

     

(7,570

)

 
Forward Foreign Currency
Exchange Contracts
   

     

(274,643

)

   

     

(274,643

)

 

Equity Swaps

   

(474,885

)

   

     

     

(474,885

)

 

TOTAL

 

$

(3,817,266

)

 

$

10,661

   

$

   

$

(3,806,605

)

 

*  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, 2023:

Investments
in Securities
  Balance as of
May 31, 2023
  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,
2023
  Net change in
Unrealized
Appreciation
(Depreciation)
from
investments
still held as of
November 30,
2023
 
Common
Stocks
 

$

6,889,128

   

$

285,151

   

$

(285,251

)

 

$

   

$

(6,889,028

)

 

$

   

$

   

$

   

$

   

Rights

   

366,494

     

     

17,887

     

     

     

     

     

384,381

     

17,887

   
Private
Investments
   

45,600

     

     

(22,800

)

   

     

     

     

     

22,800

     

(22,800

)

 

Total

 

$

7,301,222

   

$

285,151

   

$

(290,164

)

 

$

   

$

(6,889,028

)

 

$

   

$

   

$

407,181

   

$

(4,913

)

 

See Notes to Financial Statements.

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


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

November 30, 2023 (Unaudited)

The following table summarizes the quantitative inputs used for investments categorized as Level 3 of the fair value hierarchy as of November 30, 2023:

Investments in
Securities
  Fair Value at
November 30,
2023
  Valuation
Technique
  Unobservable
Input
  Range of
Values
  Weighted
Average
 

Common Stocks

 

$

                                   
Rights
    
    
  384,381
  
  
  Discounted,
probability
adjusted value
  Discount Rate,
Probability
    
  0-10%, 9.43%-100%
  
  
  9.9%, 45.5%
  
  
 
Private
Investments
  22,800
  
  Recovery
Value
  Proceeds from
winding down
  $1
  
  $1.0000
  
 

See Notes to Financial Statements.

Semi-Annual Report | November 30, 2023
25


Water Island Credit Opportunities Fund  Portfolio Information

November 30, 2023 (Unaudited)

Performance (annualized returns as of November 30, 2023)

  One
Year
  Five
Year
  Ten
Year
  Since
Inception*
 

Water Island Credit Opportunities Fund, Class R

   

5.02

%

   

3.35

%

   

2.42

%

   

2.68

%

 

Water Island Credit Opportunities Fund, Class I

   

5.40

%

   

3.62

%

   

2.68

%

   

2.93

%

 

Water Island Credit Opportunities Fund, Class A**

   

1.64

%

   

2.68

%

   

2.08

%

   

2.30

%

 

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

   

4.91

%

   

1.82

%

   

1.21

%

   

1.09

%

 

Bloomberg U.S. Aggregate Bond Index

   

1.18

%

   

0.71

%

   

1.37

%

   

1.11

%

 

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.

* 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.

** After sales charge. 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 and Class A are 1.63%, 1.38% and 1.63%, 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, 2024, 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.

The indexes shown are not intended to, and do not, parallel the risk or investment style of the Fund's investment strategy. An investor may not invest directly in an index.

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


Water Island Credit Opportunities Fund  Portfolio Information (continued)

November 30, 2023 (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.

* Concentration Risk: From time to time, based on market or economic conditions or investment opportunities, the Fund may have significant investments in one or more sectors of the market. 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, 2023
27


Water Island Credit Opportunities Fund  Portfolio of Investments

November 30, 2023 (Unaudited)

    Maturity
Date
 

Rate

  Principal
Amount
 

Value

 

BANK LOANS - 4.00%

 

Commercial Services - 2.40%

 
Verscend Holding Corp.,
2021 Term Loan B,
Variable Rate,
(1 mo. SOFR
plus 4.00%)
 

08/27/2025

   

9.439

%

 

$

2,977,157

   

$

2,984,288

   

Internet - 1.60%

 
Imperva, Inc., 1st Lien
Term Loan, Variable Rate,
(3 mo. SOFR plus 4.00%)
 

01/12/2026

   

9.631

%

   

1,994,792

     

1,997,285

   
TOTAL BANK LOANS
(Cost $4,981,641)
   

4,981,573

   

CORPORATE BONDS - 69.28%

 

Aerospace & Defense - 2.39%

 

Howmet Aerospace, Inc.

 

10/01/2024

   

5.125

%

   

1,167,000

     

1,160,289

   

TransDigm, Inc.(a)

 

03/15/2026

   

6.250

%

   

1,825,000

     

1,812,409

   
     

2,972,698

   

Airlines - 1.76%

 

American Airlines, Inc.(a)

 

07/15/2025

   

11.750

%

   

2,000,000

     

2,188,700

   

Apparel - 1.97%

 

Michael Kors USA, Inc.(a)

 

11/01/2024

   

4.250

%

   

2,500,000

     

2,446,950

   

Auto Manufacturers - 4.21%

 

Ford Motor Credit Co. LLC

 
03/18/2024
   

5.584

%

   

1,915,000

     

1,911,160

   
   

09/08/2024

   

3.664

%

   

3,400,000

     

3,326,265

   
     

5,237,425

   

Auto Parts & Equipment - 2.45%

 

Goodyear Tire & Rubber Co.

 

05/31/2025

   

9.500

%

   

3,000,000

     

3,052,500

   

Banks - 3.12%

 
PNC Financial Services
Group, Inc.
 

04/29/2024

   

3.900

%

   

3,000,000

     

2,975,799

   
Truist Financial Corp.,
Variable Rate,
(3 mo. SOFR plus 0.91%)
 

03/15/2028

   

6.321

%

   

1,000,000

     

900,194

   
     

3,875,993

   

Chemicals - 2.67%

 

Valvoline, Inc.(a)(b)

 

02/15/2030

   

4.250

%

   

3,365,000

     

3,324,557

   

See Notes to Financial Statements.

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


Water Island Credit Opportunities Fund  Portfolio of Investments (continued)

November 30, 2023 (Unaudited)

    Maturity
Date
 

Rate

  Principal
Amount
 

Value

 

CORPORATE BONDS - 69.28% (Continued)

 

Commercial Services - 3.25%

 
Triton Container
International Ltd.(a)(b)
 

06/07/2024

   

1.150

%

 

$

4,000,000

   

$

3,898,637

   

Verscend Escrow Corp.(a)

 

08/15/2026

   

9.750

%

   

150,000

     

150,563

   
     

4,049,200

   

Electrical Components & Equipment - 1.98%

 

WESCO Distribution, Inc.(a)

 

06/15/2025

   

7.125

%

   

2,465,000

     

2,468,508

   

Entertainment - 8.12%

 

Caesars Entertainment, Inc.(a)

 

07/01/2025

   

6.250

%

   

4,053,000

     

4,029,667

   
International Game
Technology PLC(a)(b)
 

02/15/2025

   

6.500

%

   

2,020,000

     

2,019,623

   
SeaWorld Parks &
Entertainment, Inc.(a)
 

05/01/2025

   

8.750

%

   

4,000,000

     

4,045,860

   
     

10,095,150

   

Food - 2.82%

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

04/15/2025

   

7.500

%

   

3,549,000

     

3,508,819

   

Internet - 6.74%

 

Gen Digital, Inc.(a)

 

04/15/2025

   

5.000

%

   

2,907,000

     

2,883,453

   

Getty Images, Inc.(a)(b)

 

03/01/2027

   

9.750

%

   

5,500,000

     

5,506,606

   
     

8,390,059

   

Leisure Time - 0.84%

 

Carnival Corp.(a)

 

08/01/2027

   

9.875

%

   

1,000,000

     

1,045,033

   

Media - 0.88%

 

DISH Network Corp.(a)

 

11/15/2027

   

11.750

%

   

1,100,000

     

1,091,890

   

Miscellaneous Manufacturing - 1.17%

 

Hillenbrand, Inc.(b)

 

06/15/2025

   

5.750

%

   

1,475,000

     

1,456,742

   

Office/Business Equip - 2.13%

 

Xerox Holdings Corp.(a)

 

08/15/2025

   

5.000

%

   

2,762,000

     

2,643,878

   

Oil & Gas - 4.17%

 

Occidental Petroleum Corp.

 

09/01/2025

   

5.875

%

   

30,000

     

30,039

   

PDC Energy, Inc.

 

05/15/2026

   

5.750

%

   

5,180,000

     

5,159,021

   
     

5,189,060

   

Packaging & Containers - 1.76%

 

Ball Corp.

 

07/01/2025

   

5.250

%

   

1,500,000

     

1,491,975

   

LABL, Inc.(a)

 

07/15/2026

   

6.750

%

   

733,000

     

696,727

   
     

2,188,702

   

See Notes to Financial Statements.

Semi-Annual Report | November 30, 2023
29


Water Island Credit Opportunities Fund  Portfolio of Investments (continued)

November 30, 2023 (Unaudited)

    Maturity
Date
 

Rate

  Principal
Amount
 

Value

 

CORPORATE BONDS - 69.28% (Continued)

 

Real Estate Investment Trusts - 3.85%

 

American Tower Corp.

 

02/15/2024

   

5.000

%

 

$

4,800,000

   

$

4,789,420

   

Retail - 3.02%

 
Abercrombie & Fitch
Management Co.(a)
 

07/15/2025

   

8.750

%

   

2,215,000

     

2,248,393

   

Dave & Buster's, Inc.(a)(b)

 

11/01/2025

   

7.625

%

   

1,500,000

     

1,504,162

   
     

3,752,555

   

Software - 4.01%

 

ACI Worldwide, Inc.(a)

 

08/15/2026

   

5.750

%

   

600,000

     

589,933

   

Alteryx, Inc.(a)

 

03/15/2028

   

8.750

%

   

700,000

     

703,928

   

Boxer Parent Co., Inc.(a)

 

10/02/2025

   

7.125

%

   

1,715,000

     

1,712,856

   
Fidelity National Information
Services, Inc.
 

03/01/2024

   

0.600

%

   

1,266,000

     

1,249,492

   

PTC, Inc.(a)

 

02/15/2025

   

3.625

%

   

750,000

     

729,407

   
     

4,985,616

   

Telecommunications - 5.97%

 

Altice France Holding SA(a)(b)

 

05/15/2027

   

10.500

%

   

5,050,000

     

2,682,318

   

Sprint LLC

 

06/15/2024

   

7.125

%

   

2,500,000

     

2,511,742

   

U.S. Cellular Corp.

 

12/15/2033

   

6.700

%

   

2,280,000

     

2,235,130

   
     

7,429,190

   
TOTAL CORPORATE BONDS
(Cost $88,919,399)
   

86,182,645

   

CONVERTIBLE CORPORATE BONDS - 17.91%

 

Aerospace & Defense - 2.34%

 

Kaman Corp.(b)

 

05/01/2024

   

3.250

%

   

3,000,000

     

2,910,000

   

Auto Manufacturers - 0.04%

 

Lightning eMotors, Inc.(a)

 

05/15/2024

   

7.500

%

   

973,000

     

46,218

   

Commercial Services - 1.53%

 

Block, Inc.(b)

 

03/01/2025

   

0.125

%

   

2,000,000

     

1,898,800

   

Diversified Financial Services - 1.15%

 

WisdomTree, Inc.

 

06/15/2026

   

3.250

%

   

1,500,000

     

1,430,250

   

Entertainment - 0.33%

 

Cineplex, Inc.(a)

 

09/30/2025

   

5.750

%

   

567,000

     

408,447

   

Healthcare - Services - 0.73%

 

UpHealth, Inc.(a)

 

06/15/2026

   

6.250

%

   

689,000

     

509,860

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

12/15/2025

   

14.310

%

   

470,000

     

404,200

   
     

914,060

   

See Notes to Financial Statements.

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


Water Island Credit Opportunities Fund  Portfolio of Investments (continued)

November 30, 2023 (Unaudited)

    Maturity
Date
 

Rate

  Principal
Amount
 

Value

 

CONVERTIBLE CORPORATE BONDS - 17.91% (Continued)

 

Internet - 2.46%

 

Spotify USA, Inc.(c)

 

03/15/2026

   

0.000

%

 

$

3,500,000

   

$

3,055,850

   

Software - 9.33%

 

BlackLine, Inc.(c)

 

03/15/2026

   

0.000

%

   

2,000,000

     

1,727,500

   

DocuSign, Inc.(c)

 

01/15/2024

   

0.000

%

   

2,000,000

     

1,981,996

   

RingCentral, Inc.(c)

 

03/01/2025

   

0.000

%

   

3,105,000

     

2,876,161

   

Splunk, Inc.

 

06/15/2027

   

1.125

%

   

3,862,000

     

3,722,968

   

Verint Systems, Inc.(b)

 

04/15/2026

   

0.250

%

   

1,500,000

     

1,302,188

   
     

11,610,813

   
TOTAL CONVERTIBLE CORPORATE BONDS
(Cost $24,440,329)
   

22,274,438

   

 

   

Shares

 

Value

 

WARRANTS(d)​ - 0.00%(e)

 

Auto Manufacturers - 0.00%(e)

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

53,913

   

$

172

   
TOTAL WARRANTS
(Cost $0)
       

172

   

 

    Expiration
Date
  Exercise
Price
  Notional
Amount
 

Contracts

 

Value

 

PURCHASED OPTIONS(d)​ - 0.15%

 

Call Options Purchased - 0.15%

 

Alteryx, Inc.

 

12/2023

 

$

37.50

   

$

232,290

     

58

   

$

16,414

   

 

Caesars
Entertainment, Inc.
 

 

   

12/2023

   

60.00

     

670,800

     

150

     

1,350

   
   

01/2024

   

50.00

     

894,400

     

200

     

13,800

   
Dave & Buster's
Entertainment, Inc.
 

01/2024

   

40.00

     

307,800

     

75

     

24,750

   

Gen Digital, Inc.

 

03/2024

   

25.00

     

441,600

     

200

     

9,000

   
Howmet
Aerospace, Inc.
 

01/2024

   

50.00

     

762,700

     

145

     

50,025

   
SeaWorld
Entertainment, Inc.
 

01/2024

   

50.00

     

391,200

     

80

     

16,000

   
Telephone and
Data Systems, Inc.
 

02/2024

   

25.00

     

985,000

     

500

     

50,000

   

Xerox Holdings Corp.

 

01/2024

   

15.00

     

489,650

     

350

     

5,250

   
TOTAL CALL OPTIONS PURCHASED
(Cost $311,887)
                   

186,589

   

See Notes to Financial Statements.

Semi-Annual Report | November 30, 2023
31


Water Island Credit Opportunities Fund  Portfolio of Investments (continued)

November 30, 2023 (Unaudited)

    Expiration
Date
  Exercise
Price
  Notional
Amount
 

Contracts

 

Value

 

PURCHASED OPTIONS(d)​ - 0.15% (Continued)

 

Put Options Purchased - 0.00%(e)

 
iShares iBoxx High Yield
Corporate Bond
ETF
 

01/2024

 

$

70.00

   

$

7,571,000

     

1,000

   

$

5,000

   
TOTAL PURCHASED OPTIONS
(Cost $366,906)
                   

191,589

   

 

   

Yield

 

Shares

 

Value

 

SHORT-TERM INVESTMENTS - 7.81%

 

Money Market Funds

 
Morgan Stanley Institutional Liquidity Fund -
Government Portfolio
   

5.254

%(g)

   

4,857,010

   

$

4,857,010

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

5.431

%(g)

   

4,857,011

     

4,857,011

   

 

     

9,714,021

   
TOTAL SHORT-TERM INVESTMENTS
(Cost $9,714,021)
   

9,714,021

   
Total Investments - 99.15%
(Cost $128,422,296)
   

123,344,438

   

Other Assets in Excess of Liabilities - 0.85%(h)

   

1,056,588

   

NET ASSETS - 100.00%

 

$

124,401,026

   

Portfolio Footnotes

(a)  ​Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. As of November 30, 2023, these securities had a total value of $55,301,602 or 44.45% of net assets.

(b)  ​Security, or a portion of security, is being held as collateral for short sales, written option contracts or forward foreign currency exchange contracts. At November 30, 2023, the aggregate fair market value of those securities was $18,294,761, representing 14.71% of net assets.

(c)  ​Represents a zero coupon bond.

(d)  ​Non-income-producing security.

(e)  ​Less than 0.005% of net assets.

(f)  ​Restricted securities (including private placements) - The Fund may own investment securities that have other legal or contractual limitations. At the end of the period, the value of restricted securities (excluding 144A issues) amounted to $172 or 0.0% of net assets.

See Notes to Financial Statements.

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


Water Island Credit Opportunities Fund  Portfolio of Investments (continued)

November 30, 2023 (Unaudited)

Restricted Security

 

Acquisition Date

 

Acquisition Cost

 

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

 

04/28/2021

 

$

   

Total

     

$

   

(g)  ​Rate shown is the 7-day effective yield as of November 30, 2023.

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

SCHEDULE OF SECURITIES SOLD SHORT

 

Shares

 

Value

 

COMMON STOCKS SOLD SHORT - (1.60%)

 

Aerospace & Defense - (0.03%)

 

Kaman Corp.

   

(1,800

)

 

$

(36,486

)

 

Commercial Services - (0.17%)

 

Block, Inc.

   

(3,300

)

   

(209,319

)

 

Diversified Financial Services - (0.20%)

 

WisdomTree, Inc.

   

(39,400

)

   

(256,494

)

 

Entertainment - (0.48%)

 

Caesars Entertainment, Inc.

   

(6,000

)

   

(268,320

)

 

Cineplex, Inc.

   

(28,000

)

   

(164,251

)

 

SeaWorld Entertainment, Inc.

   

(3,300

)

   

(161,370

)

 
     

(593,941

)

 

Internet - (0.16%)

 

Gen Digital, Inc.

   

(2,400

)

   

(52,992

)

 

Spotify Technology SA

   

(800

)

   

(148,088

)

 
     

(201,080

)

 

Office/Business Equip - (0.12%)

 

Xerox Holdings Corp.

   

(10,400

)

   

(145,496

)

 

Retail - (0.14%)

 

Dave & Buster's Entertainment, Inc.

   

(4,300

)

   

(176,472

)

 

Software - (0.30%)

 

Alteryx, Inc., Class A

   

(3,200

)

   

(128,160

)

 

BlackLine, Inc.

   

(2,400

)

   

(138,840

)

 

RingCentral, Inc., Class A

   

(300

)

   

(8,538

)

 

Verint Systems, Inc.

   

(3,800

)

   

(93,366

)

 
     

(368,904

)

 
TOTAL SECURITIES SOLD SHORT
(Proceeds $2,591,245)
     

$

(1,988,192

)

 

See Notes to Financial Statements.

Semi-Annual Report | November 30, 2023
33


Water Island Credit Opportunities Fund  Portfolio of Investments (continued)

November 30, 2023 (Unaudited)

WRITTEN OPTIONS

  Expiration
Date
  Exercise
Price
  Notional
Amount
 

Contracts

 

Value

 

Written Put Options

 

Howmet Aerospace, Inc.

 

01/2024

 

$

45.00

   

$

(263,000

)

   

(50

)

 

$

0

   
iShares iBoxx High Yield
Corporate Bond ETF
 

01/2024

   

65.00

     

(7,571,000

)

   

(1,000

)

   

(2,000

)

 
SeaWorld Entertainment,
Inc.
 

12/2023

   

45.00

     

(97,800

)

   

(20

)

   

(400

)

 
TOTAL WRITTEN PUT OPTIONS
(Premiums received $17,864)
                   

(2,400

)

 
TOTAL WRITTEN OPTIONS
(Premiums received $17,864)
                 

$

(2,400

)

 

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./
Upon
Termination
 
 
  Gen
Digital, Inc.
  
  
  
 
 
  Received
1 Month-
Federal
Rate
Minus
40bps
(4.930%)
 





10/29/2024
 

$

   

$

   

$

(2,350

)

 

USD

50,642

   

$

(2,350

)

 
Morgan
Stanley &
Co./
Upon
Termination
 
 
  Howmet
Aerospace,
Inc.
  
  
 
 
  Received
1 Month-
Federal
Rate
Minus
40bps
(4.930%)
 





10/29/2024
   

     

     

(17,709

)

 

USD

503,031

     

(17,709

)

 
Morgan
Stanley &
Co./
Upon
Termination
 
 
  iShares
iBoxx
High Yield
Corporate
Bond ETF
 
 
  Received
1 Month-
Federal
Rate
Minus
40bps
(4.930%)
 





10/29/2024
   

     

     

(38,750

)

 

USD

1,854,000

     

(38,750

)

 
Morgan
Stanley &
Co./
Upon
Termination
 
 
  SPDR
Bloomberg
High Yield
Bond ETF

 
 
  Received
1 Month-
Federal
Rate
Minus
153bps
(3.80%)
 





10/29/2024
   

     

     

(62,857

)

 

USD

2,152,195

     

(62,857

)

 

See Notes to Financial Statements.

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


Water Island Credit Opportunities Fund  Portfolio of Investments (continued)

November 30, 2023 (Unaudited)

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./
Upon
Termination
 
 
  Telephone &
Data
Systems,
Inc.

 
 
  Received
1 Month-
Federal
Rate
Minus
40bps
(4.930%)
 





10/29/2024
 

$

   

$

   

$

(14,104

)

 

USD

399,596

   

$

(14,104

)

 
                       

$

(135,770

)

     

$

(135,770

)

 

OUTSTANDING FORWARD FOREIGN CURRENCY EXCHANGE CONTRACTS

Currency
Purchased
 

Currency Sold

 

Counterparty

  Settlement
Date
  Unrealized
Appreciation
 

CAD

92,800

   

USD

67,681

   

Morgan Stanley & Co.

 

12/15/2023

 

$

721

   

USD

261,372

   

CAD

353,700

   

Morgan Stanley & Co.

 

12/15/2023

   

659

   
   

$

1,380

   
Currency
Purchased
 

Currency Sold

 

Counterparty

  Settlement
Date
  Unrealized
Depreciation
 

CAD

38,400

   

USD

28,493

   

Morgan Stanley & Co.

 

12/15/2023

 

$

(188

)

 

USD

77,333

   

CAD

106,100

   

Morgan Stanley & Co.

 

12/15/2023

   

(873

)

 
   

$

(1,061

)

 

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

Country

 

% of Net Assets(a)

 

United States

   

91.07

%

 

Bermuda

   

3.13

%

 

Luxembourg

   

2.16

%

 

United Kingdom

   

1.62

%

 

Panama

   

0.84

%

 

Canada

   

0.33

%

 

Other Assets in Excess of Liabilities

   

0.85

%

 
     

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

See Notes to Financial Statements.

Semi-Annual Report | November 30, 2023
35


Water Island Credit Opportunities Fund  Portfolio of Investments (continued)

November 30, 2023 (Unaudited)

LLC - Limited Liability Company

Ltd. - Limited

PLC - Public Limited Company

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

SOFR - Secured Overnight Financing Rate

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, 2023:

Investments in Securities at Fair Value*

 

Level 1

 

Level 2

 

Level 3

 

Total

 

Assets

 

Bank Loans

 

$

   

$

4,981,573

   

$

   

$

4,981,573

   

Corporate Bonds**

   

     

86,182,645

     

     

86,182,645

   

Convertible Corporate Bonds**

   

     

22,274,438

     

     

22,274,438

   

Warrants**

   

172

     

     

     

172

   

Purchased Options

   

191,589

     

     

     

191,589

   

Short-Term Investments

   

9,714,021

     

     

     

9,714,021

   

TOTAL

 

$

9,905,782

   

$

113,438,656

   

$

   

$

123,344,438

   

Other Financial Instruments***

 

Assets

 
Forward Foreign Currency
Exchange Contracts
 

$

   

$

1,380

   

$

   

$

1,380

   

Liabilities

 

Common Stocks**

   

(1,988,192

)

   

     

     

(1,988,192

)

 

Written Options

   

(2,400

)

   

     

     

(2,400

)

 
Forward Foreign Currency
Exchange Contracts
   

     

(1,061

)

   

     

(1,061

)

 

Equity Swaps

   

(135,770

)

   

     

     

(135,770

)

 

TOTAL

 

$

(2,126,362

)

 

$

319

   

$

   

$

(2,126,043

)

 

*  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.

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The Arbitrage Funds

   

Arbitrage Fund

  Water Island
Event-Driven
Fund
 

ASSETS

 

Investments:

 

At cost of unaffiliated investments

 

$

1,037,348,020

   

$

121,245,378

   

At cost of affiliated investments

   

60,632,644

     

   

At fair value of unaffiliated investments (Note 2)

   

999,073,399

     

116,628,129

   

At fair value of affiliated investments (Note 2)

   

76,556,183

     

   

Cash

   

14,972

     

   

Deposits with brokers for securities sold short (Note 2)

   

18,734,387

     

1,279,391

   

Segregated cash for collateral (Note 2)

   

     

   

Receivable for investment securities sold

   

17,753,421

     

4,152,796

   

Receivable for capital shares sold

   

1,366,346

     

69,196

   

Unrealized appreciation on forward foreign currency exchange contracts (Note 10)

   

2,713,669

     

285,304

   

Unrealized appreciation on swap contracts

   

73,501

     

35,276

   

Dividends and interest receivable

   

2,463,963

     

262,778

   

Miscellaneous receivable

   

383,510

     

38,049

   

Prepaid expenses

   

55,916

     

31,274

   

Total Assets

   

1,119,189,267

     

122,782,193

   

LIABILITIES

 

Securities sold short, at value (Note 2) (proceeds $37,752,785, $3,350,425 and $2,591,245)

   

37,889,839

     

3,370,087

   

Due to bank

   

     

4,148

   

Written options, at value (Note 2) (premiums received $216,061, $21,489 and $17,864)

   

64,250

     

7,570

   

Payable for investment securities purchased

   

45,116,829

     

6,771,519

   

Unrealized depreciation on forward foreign currency exchange contracts (Note 10)

   

2,726,468

     

274,643

   

Unrealized depreciation on swap contracts

   

4,191,970

     

474,885

   

Payable for capital shares redeemed

   

858,092

     

32,088

   

Payable to Adviser (Note 5)

   

838,860

     

96,618

   

Dividends payable on securities sold short

   

     

   

Payable to Distributor (Note 5)

   

19,426

     

1,187

   

Payable to Administrator (Note 5)

   

44,252

     

9,520

   

Payable to Transfer Agent (Note 5)

   

175,027

     

11,303

   

Payable to Custodian

   

10,995

     

4,989

   

Income distribution payable

   

     

   

Interest expense payable

   

626

     

   

Payable for swap dividends

   

776,020

     

96,841

   

Audit and legal fees payable

   

71,704

     

19,360

   

Payable to Trustees

   

83,809

     

7,972

   

Chief Compliance Officer Fees payable (Note 5)

   

41,707

     

5,108

   

Chief Financial Officer Fees payable (Note 5)

   

5,656

     

1,073

   

Other accrued expenses and liabilities

   

13,354

     

7,264

   

Total Liabilities

   

92,928,884

     

11,196,175

   

Commitments and contingent liabilities (Note 5)

 

NET ASSETS

 

$

1,026,260,383

   

$

111,586,018

   

NET ASSETS CONSIST OF:

 

Paid-in capital

 

$

1,023,216,218

   

$

146,485,874

   

Distributable earnings (Accumulated loss)

   

3,044,165

     

(34,899,856

)

 

NET ASSETS

 

$

1,026,260,383

   

$

111,586,018

   

See Notes to Financial Statements.

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


  Statement of Assets and Liabilities

November 30, 2023 (Unaudited)

    Water Island
Credit
Opportunities Fund
 

ASSETS

 

Investments:

 

At cost of unaffiliated investments

 

$

128,422,296

   

At cost of affiliated investments

   

   

At fair value of unaffiliated investments (Note 2)

   

123,344,438

   

At fair value of affiliated investments (Note 2)

   

   

Cash

   

   

Deposits with brokers for securities sold short (Note 2)

   

1,951,867

   

Segregated cash for collateral (Note 2)

   

1,870,000

   

Receivable for investment securities sold

   

1,172,320

   

Receivable for capital shares sold

   

264,097

   

Unrealized appreciation on forward foreign currency exchange contracts (Note 10)

   

1,380

   

Unrealized appreciation on swap contracts

   

   

Dividends and interest receivable

   

1,612,393

   

Miscellaneous receivable

   

   

Prepaid expenses

   

30,566

   

Total Assets

   

130,247,061

   

LIABILITIES

 

Securities sold short, at value (Note 2) (proceeds $37,752,785, $3,350,425 and $2,591,245)

   

1,988,192

   

Due to bank

   

106,250

   

Written options, at value (Note 2) (premiums received $216,061, $21,489 and $17,864)

   

2,400

   

Payable for investment securities purchased

   

3,095,969

   

Unrealized depreciation on forward foreign currency exchange contracts (Note 10)

   

1,061

   

Unrealized depreciation on swap contracts

   

135,770

   

Payable for capital shares redeemed

   

155,125

   

Payable to Adviser (Note 5)

   

61,420

   

Dividends payable on securities sold short

   

23,118

   

Payable to Distributor (Note 5)

   

1,151

   

Payable to Administrator (Note 5)

   

15,398

   

Payable to Transfer Agent (Note 5)

   

14,297

   

Payable to Custodian

   

609

   

Income distribution payable

   

197,936

   

Interest expense payable

   

3,101

   

Payable for swap dividends

   

825

   

Audit and legal fees payable

   

19,685

   

Payable to Trustees

   

8,759

   

Chief Compliance Officer Fees payable (Note 5)

   

5,119

   

Chief Financial Officer Fees payable (Note 5)

   

1,071

   

Other accrued expenses and liabilities

   

8,779

   

Total Liabilities

   

5,846,035

   

Commitments and contingent liabilities (Note 5)

 

NET ASSETS

 

$

124,401,026

   

NET ASSETS CONSIST OF:

 

Paid-in capital

 

$

131,265,022

   

Distributable earnings (Accumulated loss)

   

(6,863,996

)

 

NET ASSETS

 

$

124,401,026

   

Semi-Annual Report | November 30, 2023
39


The Arbitrage Funds

   

Arbitrage Fund

  Water Island
Event-Driven
Fund
 

PRICING OF SHARES:

 

CLASS R SHARES:

 

Net assets applicable to Class R shares

 

$

40,062,718

   

$

4,183,644

   

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

   

3,140,909

     

366,245

   

Net asset value and offering price per share

 

$

12.76

   

$

11.42

   

CLASS I SHARES:

 

Net assets applicable to Class I shares

 

$

954,061,378

   

$

105,670,807

   

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

   

71,742,049

     

9,120,256

   

Net asset value and offering price per share

 

$

13.30

   

$

11.59

   

CLASS C SHARES:

 

Net assets applicable to Class C shares

 

$

7,224,966

   

$

   

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

   

614,083

     

   

Net asset value and offering price per share(a)

 

$

11.77

   

$

   

CLASS A SHARES:

 

Net assets applicable to Class A shares

 

$

24,911,321

   

$

1,731,567

   

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

   

1,958,829

     

151,898

   

Net asset value and offering price per share(a)

 

$

12.72

   

$

11.40

   

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

 

$

13.08

   

$

11.78

   

Maximum sales charge

   

2.75

%

   

3.25

%

 

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

See Notes to Financial Statements.

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40


  Statement of Assets and Liabilities

November 30, 2023 (Unaudited)

    Water Island
Credit
Opportunities Fund
 

PRICING OF SHARES:

 

CLASS R SHARES:

 

Net assets applicable to Class R shares

 

$

5,728,270

   

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

   

592,387

   

Net asset value and offering price per share

 

$

9.67

   

CLASS I SHARES:

 

Net assets applicable to Class I shares

 

$

118,603,684

   

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

   

12,322,166

   

Net asset value and offering price per share

 

$

9.63

   

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

 

$

69,072

   

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

   

7,174

   

Net asset value and offering price per share(a)

 

$

9.63

   

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

 

$

9.95

   

Maximum sales charge

   

3.25

%

 

Semi-Annual Report | November 30, 2023
41


The Arbitrage Funds

   

Arbitrage Fund

  Water Island
Event-Driven
Fund
 

INVESTMENT INCOME

 

Dividend income

 

$

8,583,896

   

$

855,436

   

Foreign taxes withheld on dividends

   

(19,665

)

   

(1,084

)

 

Interest income

   

251,604

     

143,578

   

Rebates on short sales, net of fees

   

1,438,035

     

159,019

   

Total Investment Income

   

10,253,870

     

1,156,949

   

EXPENSES

 

Investment advisory fees (Note 5)

   

5,803,078

     

609,458

   

Distribution and service fees (Note 5)

 

Class R

   

52,831

     

5,071

   

Class C

   

38,963

     

   

Class A

   

33,574

     

2,178

   

Administrative fees

   

121,435

     

23,957

   

Chief Compliance Officer fees

   

85,203

     

8,247

   

Trustees' fees

   

158,864

     

18,259

   

Dividend expense

   

141,783

     

3,831

   

Transfer agent fees

   

491,315

     

49,500

   

Custodian and bank service fees

   

55,982

     

19,127

   

Registration and filing fees

   

42,468

     

24,970

   

Printing of shareholder reports

   

68,918

     

6,395

   

Professional fees

   

100,383

     

17,181

   

Insurance expense

   

30,610

     

2,403

   

Chief Financial Officer fees

   

28,732

     

6,068

   

Other expenses

   

37,953

     

14,113

   

Total Expenses

   

7,292,092

     

810,758

   

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

   

(18,349

)

   

(70

)

 

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

   

(430,403

)

   

(1,744

)

 

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

   

(3,378

)

   

   

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

   

(11,669

)

   

(28

)

 

Net Expenses

   

6,828,293

     

808,916

   

NET INVESTMENT INCOME

   

3,425,577

     

348,033

   

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

 

Net realized gains (losses) from:

 

Unaffiliated investments

   

31,659,005

     

4,286,216

   

Purchased option contracts

   

(3,215,411

)

   

(374,183

)

 

Swap contracts

   

(16,007,144

)

   

(1,356,342

)

 

Securities sold short

   

(419,537

)

   

371,964

   

Written option contracts

   

12,104

     

1,326

   

Forward currency contracts

   

1,605,756

     

109,778

   

Foreign currency transactions (Note 10)

   

359,853

     

194,127

   

See Notes to Financial Statements.

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


  Statement of Operations

For the Six Months Ended November 30, 2023 (Unaudited)

    Water Island
Credit
Opportunities Fund
 

INVESTMENT INCOME

 

Dividend income

 

$

356,278

   

Foreign taxes withheld on dividends

   

   

Interest income

   

2,952,225

   

Rebates on short sales, net of fees

   

81,512

   

Total Investment Income

   

3,390,015

   

EXPENSES

 

Investment advisory fees (Note 5)

   

569,480

   

Distribution and service fees (Note 5)

 

Class R

   

6,933

   

Class C

   

   

Class A

   

85

   

Administrative fees

   

43,797

   

Chief Compliance Officer fees

   

8,869

   

Trustees' fees

   

19,073

   

Dividend expense

   

56,477

   

Transfer agent fees

   

67,116

   

Custodian and bank service fees

   

9,086

   

Registration and filing fees

   

23,859

   

Printing of shareholder reports

   

6,507

   

Professional fees

   

17,729

   

Insurance expense

   

2,557

   

Chief Financial Officer fees

   

6,225

   

Other expenses

   

15,071

   

Total Expenses

   

852,864

   

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

   

(9,339

)

 

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

   

(192,453

)

 

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

   

   

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

   

(115

)

 

Net Expenses

   

650,957

   

NET INVESTMENT INCOME

   

2,739,058

   

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

 

Net realized gains (losses) from:

 

Unaffiliated investments

   

435,039

   

Purchased option contracts

   

(181,939

)

 

Swap contracts

   

9,271

   

Securities sold short

   

413,695

   

Written option contracts

   

6,632

   

Forward currency contracts

   

(1,925

)

 

Foreign currency transactions (Note 10)

   

(280

)

 

Semi-Annual Report | November 30, 2023
43


The Arbitrage Funds

   

Arbitrage Fund

  Water Island
Event-Driven
Fund
 

Net change in unrealized appreciation (depreciation) on:

 

Unaffiliated investments

 

$

40,204,655

   

$

3,123,982

   

Affiliated investments

   

4,821,916

     

   

Securities sold short

   

(3,057,204

)

   

(282,720

)

 

Foreign currency transactions (Note 10)

   

(119,163

)

   

(171,177

)

 

Purchased option contracts

   

423,663

     

72,995

   

Written option contracts

   

151,811

     

7,774

   

Swap contracts

   

9,781,514

     

723,620

   

Forward currency contracts

   

(113,964

)

   

40,239

   

NET REALIZED AND UNREALIZED GAINS ON INVESTMENTS AND FOREIGN CURRENCIES

   

66,087,854

     

6,747,599

   

NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS

 

$

69,513,431

   

$

7,095,632

   

See Notes to Financial Statements.

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


  Statement of Operations

For the Six Months Ended November 30, 2023 (Unaudited)

    Water Island
Credit
Opportunities Fund
 

Net change in unrealized appreciation (depreciation) on:

 

Unaffiliated investments

 

$

838,255

   

Affiliated investments

   

   

Securities sold short

   

(388,837

)

 

Foreign currency transactions (Note 10)

   

66

   

Purchased option contracts

   

(61,735

)

 

Written option contracts

   

15,464

   

Swap contracts

   

(112,939

)

 

Forward currency contracts

   

2,172

   

NET REALIZED AND UNREALIZED GAINS ON INVESTMENTS AND FOREIGN CURRENCIES

   

972,939

   

NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS

 

$

3,711,997

   

Semi-Annual Report | November 30, 2023
45


The Arbitrage Funds

   

Arbitrage Fund

 
    Six Months
Ended
November 30,
2023
(Unaudited)
  Year Ended
May 31, 2023
 

FROM OPERATIONS:

 

Net investment income

 

$

3,425,577

   

$

5,307,920

   

Net realized gains (losses) from:

 

Unaffiliated investments

   

31,659,005

     

21,303,485

   

Purchased option contracts

   

(3,215,411

)

   

(3,753,338

)

 

Swap contracts

   

(16,007,144

)

   

5,016,744

   

Securities sold short

   

(419,537

)

   

7,701,552

   

Written option contracts

   

12,104

     

(794,457

)

 

Forward currency contracts

   

1,605,756

     

9,455,080

   

Foreign currency transactions

   

359,853

     

126,724

   

Net change in unrealized appreciation (depreciation) on:

 

Unaffiliated investments

   

40,204,655

     

(33,173,752

)

 

Affiliated investments

   

4,821,916

     

(660,536

)

 

Securities sold short

   

(3,057,204

)

   

(316,732

)

 

Foreign currency transactions

   

(119,163

)

   

121,839

   

Purchased option contracts

   

423,663

     

(512,810

)

 

Written option contracts

   

151,811

     

(10,186

)

 

Swap contracts

   

9,781,514

     

(13,900,131

)

 

Forward currency contracts

   

(113,964

)

   

(3,276,363

)

 

Net increase (decrease) in net assets resulting from operations

   

69,513,431

     

(7,364,961

)

 

FROM DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS:

 

Distributions from distributable earnings, Class R

   

     

(2,052,959

)

 

Distributions from distributable earnings, Class I

   

     

(48,583,107

)

 

Distributions from distributable earnings, Class C

   

     

(308,280

)

 

Distributions from distributable earnings, Class A

   

     

(1,345,088

)

 

Decrease in net assets from distributions to shareholders

   

     

(52,289,434

)

 

FROM CAPITAL SHARE TRANSACTIONS (NOTE 9):

 

Proceeds from shares sold

   

107,822,203

     

291,944,330

   

Shares issued in reinvestment of distributions

   

     

43,054,678

   

Payments for shares redeemed

   

(294,267,643

)

   

(724,701,012

)

 

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

   

(186,445,440

)

   

(389,702,004

)

 

TOTAL INCREASE (DECREASE) IN NET ASSETS

   

(116,932,009

)

   

(449,356,399

)

 

NET ASSETS:

 

Beginning of period

   

1,143,192,392

     

1,592,548,791

   

End of period

 

$

1,026,260,383

   

$

1,143,192,392

   

See Notes to Financial Statements.

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


  Statement of Changes in Net Assets

   

Water Island Event-Driven Fund

 
    Six Months
Ended
November 30,
2023
(Unaudited)
  Year Ended
May 31, 2023
 

FROM OPERATIONS:

 

Net investment income

 

$

348,033

   

$

270,720

   

Net realized gains (losses) from:

 

Unaffiliated investments

   

4,286,216

     

2,421,410

   

Purchased option contracts

   

(374,183

)

   

(340,066

)

 

Swap contracts

   

(1,356,342

)

   

399,115

   

Securities sold short

   

371,964

     

629,133

   

Written option contracts

   

1,326

     

(59,394

)

 

Forward currency contracts

   

109,778

     

379,573

   

Foreign currency transactions

   

194,127

     

29,855

   

Net change in unrealized appreciation (depreciation) on:

 

Unaffiliated investments

   

3,123,982

     

(3,546,003

)

 

Affiliated investments

   

     

   

Securities sold short

   

(282,720

)

   

34,754

   

Foreign currency transactions

   

(171,177

)

   

171,309

   

Purchased option contracts

   

72,995

     

(96,014

)

 

Written option contracts

   

7,774

     

5,284

   

Swap contracts

   

723,620

     

(1,163,229

)

 

Forward currency contracts

   

40,239

     

(177,226

)

 

Net increase (decrease) in net assets resulting from operations

   

7,095,632

     

(1,040,779

)

 

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 9):

 

Proceeds from shares sold

   

1,166,775

     

21,857,379

   

Shares issued in reinvestment of distributions

   

     

   

Payments for shares redeemed

   

(11,216,214

)

   

(20,118,517

)

 

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

   

(10,049,439

)

   

1,738,862

   

TOTAL INCREASE (DECREASE) IN NET ASSETS

   

(2,953,807

)

   

698,083

   

NET ASSETS:

 

Beginning of period

   

114,539,825

     

113,841,742

   

End of period

 

$

111,586,018

   

$

114,539,825

   

Semi-Annual Report | November 30, 2023
47


The Arbitrage Funds  Statement of Changes in Net Assets

    Water Island Credit
Opportunities Fund
 
    Six Months
Ended
November 30,
2023
(Unaudited)
  Year Ended
May 31, 2023
 

FROM OPERATIONS:

 

Net investment income

 

$

2,739,058

   

$

4,805,374

   

Net realized gains (losses) from:

 

Investments

   

435,039

     

(2,307,637

)

 

Purchased option contracts

   

(181,939

)

   

(61,807

)

 

Swap contracts

   

9,271

     

182,088

   

Securities sold short

   

413,695

     

1,379,050

   

Written option contracts

   

6,632

     

87,999

   

Forward currency contracts

   

(1,925

)

   

(1,255

)

 

Foreign currency transactions

   

(280

)

   

811

   

Net change in unrealized appreciation (depreciation) on:

 

Investments

   

838,255

     

1,258,163

   

Securities sold short

   

(388,837

)

   

(1,775,332

)

 

Foreign currency transactions

   

66

     

248

   

Purchased option contracts

   

(61,735

)

   

(87,699

)

 

Written option contracts

   

15,464

     

240

   

Swap contracts

   

(112,939

)

   

(22,831

)

 

Forward currency contracts

   

2,172

     

220

   

Net increase (decrease) in net assets resulting from operations

   

3,711,997

     

3,457,632

   

FROM DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS:

 

Distributions from distributable earnings, Class R

   

(128,493

)

   

(350,840

)

 

Distributions from distributable earnings, Class I

   

(2,805,842

)

   

(4,888,340

)

 

Distributions from distributable earnings, Class A

   

(1,583

)

   

(3,044

)

 

Decrease in net assets from distributions to shareholders

   

(2,935,918

)

   

(5,242,224

)

 

FROM CAPITAL SHARE TRANSACTIONS (NOTE 9):

 

Proceeds from shares sold

   

16,457,150

     

18,148,503

   

Shares issued in reinvestment of distributions

   

1,899,653

     

3,406,172

   

Payments for shares redeemed

   

(11,028,894

)

   

(38,354,970

)

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

7,327,909

     

(16,800,295

)

 

TOTAL INCREASE (DECREASE) IN NET ASSETS

   

8,103,988

     

(18,584,887

)

 

NET ASSETS:

 

Beginning of period

   

116,297,038

     

134,881,925

   

End of period

 

$

124,401,026

   

$

116,297,038

   

See Notes to Financial Statements.

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


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,
2023
 

Year Ended May 31,

 
   

(Unaudited)

 

2023

 

2022

 

2021

 

2020

 

2019

 
Net asset value,
beginning of period
 

$

11.97

   

$

12.54

   

$

13.11

   

$

13.04

   

$

12.92

   

$

12.65

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

0.03

     

0.02

     

(0.08

)

   

(0.01

)(b)

   

(0.05

)

   

(0.03

)(b)

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

0.76

     

(0.15

)

   

(0.42

)

   

0.97

     

0.44

     

0.52

   
Total from investment
operations
   

0.79

     

(0.13

)

   

(0.50

)

   

0.96

     

0.39

     

0.49

   

Less distributions

 
From net
investment income
   

     

(0.09

)

   

     

     

     

(0.06

)

 
From net
realized gains
   

     

(0.35

)

   

(0.07

)

   

(0.89

)

   

(0.27

)

   

(0.16

)

 

Total distributions

   

     

(0.44

)

   

(0.07

)

   

(0.89

)

   

(0.27

)

   

(0.22

)

 
Net asset value,
end of period
 

$

12.76

   

$

11.97

   

$

12.54

   

$

13.11

   

$

13.04

   

$

12.92

   

Total return(c)

   

6.60

%(d)

   

(1.03

%)

   

(3.83

%)

   

7.58

%

   

3.07

%

   

3.89

%

 
Net assets, end of
period (in 000s)
 

$

40,063

   

$

44,250

   

$

77,866

   

$

97,909

   

$

98,715

   

$

163,349

   
RATIOS TO AVERAGE
NET ASSETS:
 

Gross expenses(e)

   

1.60

%(f)

   

1.51

%

   

1.55

%

   

1.64

%

   

1.66

%

   

1.94

%

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

1.51

%(f)

   

1.45

%

   

1.49

%

   

1.58

%

   

1.63

%

   

1.93

%

 
Net investment
income (loss)
   

0.41

%(f)

   

0.13

%

   

(0.61

%)

   

(0.08

%)(b)

   

(0.36

%)

   

(0.20

%)(b)

 

Portfolio turnover rate

   

114

%(d)

   

197

%

   

206

%

   

300

%

   

273

%

   

419

%

 

See Notes to Financial Statements.

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50


  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, allocation of class specific expenses 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 0.03% (annualized), 0.01%, 0.01%, 0.00%, 0.15% and 0.46% of average net assets for the six months ended November 30, 2023 and the years ended May 31, 2023, 2022, 2021, 2020 and 2019, respectively. Interest rebate expense and line of credit interest expense totaled 0.00% (annualized), 0.00%, 0.05%, 0.11%, 0.01% and 0.00% of average net assets for the six months ended November 30, 2023 and the years ended May 31, 2023, 2022, 2021, 2020 and 2019, respectively.

(f)​  Annualized.

(g)​  Excluding dividend and interest expenses, the Fund's net expenses after advisory fees waived and expenses reimbursed would have been 1.48% (annualized), 1.44%, 1.43%, 1.47%, 1.47% and 1.47% of average net assets for the six months ended November 30, 2023 and the years ended May 31, 2023, 2022, 2021, 2020 and 2019, respectively.

See Notes to Financial Statements.

Semi-Annual Report | November 30, 2023
51


Arbitrage Fund – Class I  

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

    Six Months
Ended
November 30,
2023
 

Year Ended May 31,

 
   

(Unaudited)

 

2023

 

2022

 

2021

 

2020

 

2019

 
Net asset value,
beginning of period
 

$

12.47

   

$

13.05

   

$

13.60

   

$

13.47

   

$

13.32

   

$

13.03

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

0.04

     

0.05

     

(0.05

)

   

0.02

     

(0.02

)

   

0.01

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

0.79

     

(0.15

)

   

(0.43

)

   

1.00

     

0.45

     

0.54

   
Total from investment
operations
   

0.83

     

(0.10

)

   

(0.48

)

   

1.02

     

0.43

     

0.55

   

Less distributions

 
From net
investment income
   

     

(0.13

)

   

     

     

(0.01

)

   

(0.10

)

 
From net
realized gains
   

     

(0.35

)

   

(0.07

)

   

(0.89

)

   

(0.27

)

   

(0.16

)

 

Total distributions

   

     

(0.48

)

   

(0.07

)

   

(0.89

)

   

(0.28

)

   

(0.26

)

 
Net asset value,
end of period
 

$

13.30

   

$

12.47

   

$

13.05

   

$

13.60

   

$

13.47

   

$

13.32

   

Total return(c)

   

6.66

%(b)

   

(0.75

%)

   

(3.55

%)

   

7.87

%

   

3.27

%

   

4.21

%

 
Net assets, end of
period (in 000s)
 

$

954,061

   

$

1,062,907

   

$

1,459,176

   

$

1,449,309

   

$

1,243,838

   

$

1,546,542

   
RATIOS TO AVERAGE
NET ASSETS:
 

Gross expenses(d)

   

1.35

%(e)

   

1.26

%

   

1.30

%

   

1.39

%

   

1.41

%

   

1.69

%

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

1.26

%(e)

   

1.20

%

   

1.24

%

   

1.33

%

   

1.38

%

   

1.68

%

 
Net investment
income (loss)
   

0.66

%(e)

   

0.40

%

   

(0.41

%)

   

0.16

%

   

(0.13

%)

   

0.06

%

 

Portfolio turnover rate

   

114

%(b)

   

197

%

   

206

%

   

300

%

   

273

%

   

419

%

 

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)​  Not annualized.

(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)​  Dividend expense totaled 0.03% (annualized), 0.01%, 0.01%, 0.00%, 0.15% and 0.46% of average net assets for the six months ended November 30, 2023 and the years ended May 31, 2023, 2022, 2021, 2020 and 2019, respectively. Interest rebate expense and line of credit interest expense totaled 0.00% (annualized), 0.00%, 0.05%, 0.11%, 0.01% and 0.00% of average net assets for the six months ended November 30, 2023 and the years ended May 31, 2023, 2022, 2021, 2020 and 2019, respectively.

(e)​  Annualized.

(f)​  Excluding dividend and interest expenses, the Fund's net expenses after advisory fees waived and expenses reimbursed would have been 1.23% (annualized), 1.19%, 1.18%, 1.22%, 1.22% and 1.22% of average net assets for the six months ended November 30, 2023 and the years ended May 31, 2023, 2022, 2021, 2020 and 2019, respectively.

See Notes to Financial Statements.

Semi-Annual Report | November 30, 2023
53


Arbitrage Fund – Class C  

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

    Six Months
Ended
November 30,
2023
 

Year Ended May 31,

 
   

(Unaudited)

 

2023

 

2022

 

2021

 

2020

 

2019

 
Net asset value,
beginning of period
 

$

11.09

   

$

11.64

   

$

12.26

   

$

12.34

   

$

12.34

   

$

12.12

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

(0.02

)

   

(0.07

)(b)

   

(0.16

)

   

(0.10

)(b)

   

(0.14

)

   

(0.12

)(b)

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

0.70

     

(0.13

)

   

(0.39

)

   

0.91

     

0.41

     

0.50

   
Total from investment
operations
   

0.68

     

(0.20

)

   

(0.55

)

   

0.81

     

0.27

     

0.38

   

Less distributions

 
From net
realized gains
   

     

(0.35

)

   

(0.07

)

   

(0.89

)

   

(0.27

)

   

(0.16

)

 

Total distributions

   

     

(0.35

)

   

(0.07

)

   

(0.89

)

   

(0.27

)

   

(0.16

)

 
Net asset value,
end of period
 

$

11.77

   

$

11.09

   

$

11.64

   

$

12.26

   

$

12.34

   

$

12.34

   

Total return(d)(e)

   

6.13

%(c)

   

(1.73

%)

   

(4.51

%)

   

6.77

%

   

2.24

%

   

3.11

%

 
Net assets, end of
period (in 000s)
 

$

7,225

   

$

8,398

   

$

13,467

   

$

18,043

   

$

19,860

   

$

19,050

   
RATIOS TO AVERAGE
NET ASSETS:
 

Gross expenses(g)

   

2.35

%(f)

   

2.26

%

   

2.30

%

   

2.39

%

   

2.41

%

   

2.69

%

 
Net expenses after
advisory fees
waived,
recoupment and
expenses
reimbursed(g)(h)
   

2.26

%(f)

   

2.20

%

   

2.24

%

   

2.33

%

   

2.38

%

   

2.68

%

 

Net investment loss

   

(0.34

%)(f)

   

(0.61

%)

   

(1.35

%)

   

(0.85

%)(b)

   

(1.16

%)

   

(0.94

%)(b)

 
Portfolio turnover
rate
   

114

%(c)

   

197

%

   

206

%

   

300

%

   

273

%

   

419

%

 

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)​  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, allocation of class specific expenses and/or fluctuating market value of the investments of the Fund.

(c)​  Not annualized.

(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)​  Annualized.

(g)​  Dividend expense totaled 0.03% (annualized), 0.01%, 0.01%, 0.00%, 0.15% and 0.46% of average net assets for the six months ended November 30, 2023 and the years ended May 31, 2023, 2022, 2021, 2020 and 2019, respectively. Interest rebate expense and line of credit interest expense totaled 0.00% (annualized), 0.00%, 0.05%, 0.11%, 0.01% and 0.00% of average net assets for the six months ended November 30, 2023 and the years ended May 31, 2023, 2022, 2021, 2020 and 2019, respectively.

(h)​  Excluding dividend and interest expenses, the Fund's net expenses after advisory fees waived and expenses reimbursed would have been 2.23% (annualized), 2.19%, 2.18%, 2.22%, 2.22% and 2.22% of average net assets for the six months ended November 30, 2023 and the years ended May 31, 2023, 2022, 2021, 2020 and 2019, respectively.

See Notes to Financial Statements.

Semi-Annual Report | November 30, 2023
55


Arbitrage Fund – Class A  

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

    Six Months
Ended
November 30,
2023
 

Year Ended May 31,

 
   

(Unaudited)

 

2023

 

2022

 

2021

 

2020

 

2019

 
Net asset value,
beginning of period
 

$

11.94

   

$

12.52

   

$

13.08

   

$

13.01

   

$

12.90

   

$

12.63

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

0.02

     

0.02

     

(0.09

)

   

0.00

(b)

   

(0.05

)

   

(0.02

)(c)

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

0.76

     

(0.15

)

   

(0.40

)

   

0.96

     

0.43

     

0.52

   
Total from investment
operations
   

0.78

     

(0.13

)

   

(0.49

)

   

0.96

     

0.38

     

0.50

   

Less distributions

 
From net
investment income
   

     

(0.10

)

   

     

     

     

(0.07

)

 
From net realized
gains
   

     

(0.35

)

   

(0.07

)

   

(0.89

)

   

(0.27

)

   

(0.16

)

 

Total distributions

   

     

(0.45

)

   

(0.07

)

   

(0.89

)

   

(0.27

)

   

(0.23

)

 
Net asset value,
end of period
 

$

12.72

   

$

11.94

   

$

12.52

   

$

13.08

   

$

13.01

   

$

12.90

   

Total return(e)(f)

   

6.53

%(d)

   

(1.06

%)

   

(3.77

%)

   

7.60

%

   

3.00

%

   

3.94

%

 
Net assets, end of
period (in 000s)
 

$

24,911

   

$

27,637

   

$

42,040

   

$

32,624

   

$

17,762

   

$

18,341

   
RATIOS TO AVERAGE
NET ASSETS:
 

Gross expenses(g)

   

1.60

%(h)

   

1.51

%

   

1.55

%

   

1.64

%

   

1.66

%

   

1.94

%

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

1.51

%(h)

   

1.45

%

   

1.49

%

   

1.58

%

   

1.63

%

   

1.93

%

 
Net investment
income (loss)
   

0.40

%(h)

   

0.16

%

   

(0.74

%)

   

(0.03

%)(c)

   

(0.40

%)

   

(0.19

%)(c)

 
Portfolio turnover
rate
   

114

%(d)

   

197

%

   

206

%

   

300

%

   

273

%

   

419

%

 

See Notes to Financial Statements.

www.arbitragefunds.com | 1-800-295-4485
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, allocation of class specific expenses and/or fluctuating market value of the investments of the Fund.

(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.

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

(g)​  Dividend expense totaled 0.03% (annualized), 0.01%, 0.01%, 0.00%, 0.15% and 0.46% of average net assets for the six months ended November 30, 2023 and the years ended May 31, 2023, 2022, 2021, 2020 and 2019, respectively. Interest rebate expense and line of credit interest expense totaled 0.00% (annualized), 0.00%, 0.05%, 0.11%, 0.01% and 0.00% of average net assets for the six months ended November 30, 2023 and the years ended May 31, 2023, 2022, 2021, 2020 and 2019, respectively.

(h)​  Annualized.

(i)​  Excluding dividend and interest expenses, the Fund's net expenses after advisory fees waived and expenses reimbursed would have been 1.48% (annualized), 1.44%, 1.43%, 1.47%, 1.47% and 1.47% of average net assets for the six months ended November 30, 2023 and the years ended May 31, 2023, 2022, 2021, 2020 and 2019, respectively.

See Notes to Financial Statements.

Semi-Annual Report | November 30, 2023
57


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,
2023
 

Year Ended May 31,

 
   

(Unaudited)

 

2023

 

2022

 

2021

 

2020

 

2019

 
Net asset value,
beginning of period
 

$

10.72

   

$

10.84

   

$

11.38

   

$

9.97

   

$

9.47

   

$

9.46

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

0.02

     

(0.00

)(b)(c)

   

(0.12

)

   

(0.05

)

   

0.01

     

0.07

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

0.68

     

(0.12

)

   

(0.42

)

   

1.46

     

0.51

     

0.08

   
Total from investment
operations
   

0.70

     

(0.12

)

   

(0.54

)

   

1.41

     

0.52

     

0.15

   

Less distributions

 
From net
investment income
   

     

     

     

     

(0.02

)

   

(0.14

)

 

Total distributions

   

     

     

     

     

(0.02

)

   

(0.14

)

 
Net asset value,
end of period
 

$

11.42

   

$

10.72

   

$

10.84

   

$

11.38

   

$

9.97

   

$

9.47

   

Total return(d)

   

6.53

%(e)

   

(1.11

%)

   

(4.75

%)

   

14.14

%

   

5.49

%

   

1.60

%

 
Net assets, end of
period (in 000s)
 

$

4,184

   

$

3,990

   

$

4,502

   

$

10,116

   

$

7,694

   

$

30,423

   
RATIOS TO AVERAGE
NET ASSETS:
 

Gross expenses(f)

   

1.70

%(g)

   

1.67

%

   

1.78

%

   

1.98

%

   

2.11

%

   

2.58

%

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

1.70

%(g)

   

1.70

%

   

1.80

%

   

1.89

%

   

1.83

%

   

2.18

%

 
Net investment
income (loss)
   

0.40

%(g)

   

(0.00

%)(i)

   

(1.08

%)

   

(0.51

%)

   

0.09

%

   

0.70

%

 
Portfolio turnover
rate
   

158

%(e)

   

216

%

   

217

%

   

320

%

   

397

%

   

504

%

 

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)​  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, allocation of class specific expenses 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%, 0.01%, 0.13% and 0.46% of average net assets for the six months ended November 30, 2023 and the years ended May 31, 2023, 2022, 2021, 2020 and 2019, respectively. Interest rebate expense and line of credit interest expense totaled 0.00% (annualized), 0.00%, 0.10%, 0.19%, 0.01% and 0.03% of average net assets for the six months ended November 30, 2023 and the years ended May 31, 2023, 2022, 2021, 2020 and 2019, 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, 2023 and the years ended May 31, 2023, 2022, 2021, 2020 and 2019, respectively.

(i)​  Amount rounds to less than (0.01%) per share.

See Notes to Financial Statements.

Semi-Annual Report | November 30, 2023
59


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,
2023
 

Year Ended May 31,

 
   

(Unaudited)

 

2023

 

2022

 

2021

 

2020

 

2019

 
Net asset value,
beginning of period
 

$

10.86

   

$

10.95

   

$

11.47

   

$

10.05

   

$

9.54

   

$

9.53

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

0.04

     

0.03

     

(0.10

)

   

(0.03

)

   

0.02

     

0.09

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

0.69

     

(0.12

)

   

(0.42

)

   

1.48

     

0.53

     

0.09

   
Total from investment
operations
   

0.73

     

(0.09

)

   

(0.52

)

   

1.45

     

0.55

     

0.18

   

Less distributions

 
From net
investment income
   

     

     

     

(0.03

)

   

(0.04

)

   

(0.17

)

 

Total distributions

   

     

     

     

(0.03

)

   

(0.04

)

   

(0.17

)

 
Net asset value,
end of period
 

$

11.59

   

$

10.86

   

$

10.95

   

$

11.47

   

$

10.05

   

$

9.54

   

Total return(c)

   

6.72

%(b)

   

(0.82

%)

   

(4.53

%)

   

14.51

%

   

5.83

%

   

1.88

%

 
Net assets, end of
period (in 000s)
 

$

105,671

   

$

108,674

   

$

107,038

   

$

125,093

   

$

99,069

   

$

92,710

   
RATIOS TO AVERAGE
NET ASSETS:
 

Gross expenses(d)

   

1.45

%(e)

   

1.42

%

   

1.53

%

   

1.73

%

   

1.86

%

   

2.33

%

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

1.45

%(e)

   

1.45

%

   

1.55

%

   

1.64

%

   

1.58

%

   

1.93

%

 
Net investment
income (loss)
   

0.64

%(e)

   

0.25

%

   

(0.86

%)

   

(0.24

%)

   

0.20

%

   

0.92

%

 
Portfolio turnover
rate
   

158

%(b)

   

216

%

   

217

%

   

320

%

   

397

%

   

504

%

 

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)​  Not annualized.

(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)​  Dividend expense totaled 0.01% (annualized), 0.01%, 0.01%, 0.01%, 0.13% and 0.46% of average net assets for the six months ended November 30, 2023 and the years ended May 31, 2023, 2022, 2021, 2020 and 2019, respectively. Interest rebate expense and line of credit interest expense totaled 0.00% (annualized), 0.00%, 0.10%, 0.19%, 0.01% and 0.03% of average net assets for the six months ended November 30, 2023 and the years ended May 31, 2023, 2022, 2021, 2020 and 2019, respectively.

(e)​  Annualized.

(f)​  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, 2023 and the years ended May 31, 2023, 2022, 2021, 2020 and 2019, respectively.

See Notes to Financial Statements.

Semi-Annual Report | November 30, 2023
61


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,
2023
 

Year Ended May 31,

 
   

(Unaudited)

 

2023

 

2022

 

2021

 

2020

 

2019

 
Net asset value,
beginning of period
 

$

10.70

   

$

10.82

   

$

11.36

   

$

9.97

   

$

9.46

   

$

9.46

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

0.02

     

(0.00

)(b)(c)

   

(0.15

)

   

(0.06

)

   

(0.00

)(b)

   

0.06

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

0.68

     

(0.12

)

   

(0.39

)

   

1.46

     

0.53

     

0.08

   
Total from investment
operations
   

0.70

     

(0.12

)

   

(0.54

)

   

1.40

     

0.53

     

0.14

   

Less distributions

 
From net
investment income
   

     

     

     

(0.01

)

   

(0.02

)

   

(0.14

)

 

Total distributions

   

     

     

     

(0.01

)

   

(0.02

)

   

(0.14

)

 
Net asset value,
end of period
 

$

11.40

   

$

10.70

   

$

10.82

   

$

11.36

   

$

9.97

   

$

9.46

   

Total return(e)(f)

   

6.54

%(d)

   

(1.11

%)

   

(4.75

%)

   

14.20

%

   

5.62

%

   

1.56

%

 
Net assets, end of
period (in 000s)
 

$

1,732

   

$

1,876

   

$

2,301

   

$

1,384

   

$

347

   

$

799

   
RATIOS TO AVERAGE
NET ASSETS:
 

Gross expenses(g)

   

1.70

%(h)

   

1.67

%

   

1.77

%

   

2.00

%

   

2.11

%

   

2.58

%

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

1.70

%(h)

   

1.70

%

   

1.79

%

   

1.91

%

   

1.83

%

   

2.18

%

 
Net investment
income (loss)
   

0.39

%(h)

   

(0.01

%)

   

(1.35

%)

   

(0.59

%)

   

0.02

%

   

0.65

%

 
Portfolio turnover
rate
   

158

%(d)

   

216

%

   

217

%

   

320

%

   

397

%

   

504

%

 

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)​  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, allocation of class specific expenses and/or fluctuating market value of the investments of the Fund.

(d)​  Not annualized.

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

(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), 0.01%, 0.00%, 0.01%, 0.13% and 0.46% of average net assets for the six months ended November 30, 2023 and the years ended May 31, 2023, 2022, 2021, 2020 and 2019, respectively. Interest rebate expense and line of credit interest expense totaled 0.00% (annualized), 0.00%, 0.10%, 0.21%, 0.01% and 0.03% of average net assets for the six months ended November 30, 2023 and the years ended May 31, 2023, 2022, 2021, 2020 and 2019, 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, 2023 and the years ended May 31, 2023, 2022, 2021, 2020 and 2019, respectively.

See Notes to Financial Statements.

Semi-Annual Report | November 30, 2023
63


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,
2023
 

Year Ended May 31,

 
   

(Unaudited)

 

2023

 

2022

 

2021

 

2020

 

2019

 
Net asset value,
beginning of period
 

$

9.61

   

$

9.73

   

$

10.16

   

$

9.64

   

$

9.70

   

$

9.77

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

0.21

     

0.36

     

0.16

     

0.22

     

0.24

     

0.31

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

0.07

     

(0.09

)

   

(0.33

)

   

0.54

     

(0.01

)

   

(0.07

)

 
Total from investment
operations
   

0.28

     

0.27

     

(0.17

)

   

0.76

     

0.23

     

0.24

   

Less distributions

 
From net
investment income
   

(0.22

)

   

(0.39

)

   

(0.26

)

   

(0.24

)

   

(0.29

)

   

(0.31

)

 

Total distributions

   

(0.22

)

   

(0.39

)

   

(0.26

)

   

(0.24

)

   

(0.29

)

   

(0.31

)

 
Net asset value,
end of period
 

$

9.67

   

$

9.61

   

$

9.73

   

$

10.16

   

$

9.64

   

$

9.70

   

Total return(b)

   

2.99

%(c)

   

2.88

%

   

(1.74

%)

   

8.09

%

   

2.46

%

   

2.55

%

 
Net assets, end of
period (in 000s)
 

$

5,728

   

$

6,742

   

$

9,072

   

$

7,553

   

$

3,673

   

$

7,845

   
RATIOS TO AVERAGE
NET ASSETS:
 

Gross expenses(d)

   

1.66

%(e)

   

1.62

%

   

1.62

%

   

1.77

%

   

1.96

%

   

2.10

%(f)

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

1.32

%(e)

   

1.30

%

   

1.32

%

   

1.32

%

   

1.35

%

   

1.59

%(f)

 
Net investment
income
   

4.31

%(e)

   

3.70

%

   

1.58

%

   

2.20

%

   

2.48

%

   

3.18

%(f)

 
Portfolio turnover
rate
   

52

%(c)

   

127

%

   

148

%

   

147

%

   

175

%

   

221

%

 

See Notes to Financial Statements.

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


  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 0.09% (annualized), 0.05%, 0.01%, 0.01%, 0.07% and 0.29% of average net assets for the six months ended November 30, 2023 and the years ended May 31, 2023, 2022, 2021, 2020 and 2019, respectively. Interest rebate expense and line of credit interest expense totaled 0.00% (annualized), 0.02%, 0.08%, 0.08%, 0.05% and 0.01% of average net assets for the six months ended November 30, 2023 and the years ended May 31, 2023, 2022, 2021, 2020 and 2019, 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%, 1.23% and 1.29% of average net assets for the six months ended November 30, 2023 and the years ended May 31, 2023, 2022, 2021, 2020 and 2019, respectively.

See Notes to Financial Statements.

Semi-Annual Report | November 30, 2023
65


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,
2023
 

Year Ended May 31,

 
   

(Unaudited)

 

2023

 

2022

 

2021

 

2020

 

2019

 
Net asset value,
beginning of period
 

$

9.56

   

$

9.69

   

$

10.12

   

$

9.60

   

$

9.65

   

$

9.73

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

0.22

     

0.38

     

0.18

     

0.24

     

0.26

     

0.34

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

0.09

     

(0.10

)

   

(0.33

)

   

0.55

     

0.01

(b)

   

(0.08

)

 
Total from investment
operations
   

0.31

     

0.28

     

(0.15

)

   

0.79

     

0.27

     

0.26

   

Less distributions

 
From net
investment income
   

(0.24

)

   

(0.41

)

   

(0.28

)

   

(0.27

)

   

(0.32

)

   

(0.34

)

 

Total distributions

   

(0.24

)

   

(0.41

)

   

(0.28

)

   

(0.27

)

   

(0.32

)

   

(0.34

)

 
Net asset value,
end of period
 

$

9.63

   

$

9.56

   

$

9.69

   

$

10.12

   

$

9.60

   

$

9.65

   

Total return(d)

   

3.23

%(c)

   

3.03

%

   

(1.51

%)

   

8.29

%

   

2.82

%

   

2.70

%

 
Net assets, end of
period (in 000s)
 

$

118,604

   

$

109,488

   

$

125,705

   

$

98,777

   

$

56,869

   

$

49,795

   
RATIOS TO AVERAGE
NET ASSETS:
 

Gross expenses(e)

   

1.41

%(f)

   

1.37

%

   

1.37

%

   

1.52

%

   

1.71

%

   

1.85

%(g)

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

1.07

%(f)

   

1.05

%

   

1.07

%

   

1.07

%

   

1.10

%

   

1.32

%(g)

 
Net investment
income
   

4.58

%(f)

   

3.94

%

   

1.84

%

   

2.44

%

   

2.73

%

   

3.51

%(g)

 
Portfolio turnover
rate
   

52

%(c)

   

127

%

   

148

%

   

147

%

   

175

%

   

221

%

 

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, allocation of class specific expenses and/or fluctuating market value of the investments of the Fund.

(c)​  Not annualized.

(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)​  Dividend expense totaled 0.09% (annualized), 0.05%, 0.01%, 0.01%, 0.07% and 0.29% of average net assets for the six months ended November 30, 2023 and the years ended May 31, 2023, 2022, 2021, 2020 and 2019, respectively. Interest rebate expense and line of credit interest expense totaled 0.00% (annualized), 0.02%, 0.08%, 0.08%, 0.05% and 0.01% of average net assets for the six months ended November 30, 2023 and the years ended May 31, 2023, 2022, 2021, 2020 and 2019, respectively.

(f)​  Annualized.

(g)​  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%.

(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%, 0.98% and 1.02% of average net assets for the six months ended November 30, 2023 and the years ended May 31, 2023, 2022, 2021, 2020 and 2019, respectively.

See Notes to Financial Statements.

Semi-Annual Report | November 30, 2023
67


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,
2023
 

Year Ended May 31,

 
   

(Unaudited)

 

2023

 

2022

 

2021

 

2020

 

2019

 
Net asset value,
beginning of period
 

$

9.57

   

$

9.69

   

$

10.12

   

$

9.60

   

$

9.65

   

$

9.73

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

0.21

     

0.35

     

0.16

     

0.22

     

0.23

     

0.31

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

0.07

     

(0.08

)

   

(0.33

)

   

0.54

     

0.01

(b)

   

(0.08

)

 
Total from investment
operations
   

0.28

     

0.27

     

(0.17

)

   

0.76

     

0.24

     

0.23

   

Less distributions

 
From net
investment income
   

(0.22

)

   

(0.39

)

   

(0.26

)

   

(0.24

)

   

(0.29

)

   

(0.31

)

 

Total distributions

   

(0.22

)

   

(0.39

)

   

(0.26

)

   

(0.24

)

   

(0.29

)

   

(0.31

)

 
Net asset value,
end of period
 

$

9.63

   

$

9.57

   

$

9.69

   

$

10.12

   

$

9.60

   

$

9.65

   

Total return(d)(e)

   

3.00

%(c)

   

2.88

%

   

(1.76

%)

   

8.02

%

   

2.56

%

   

2.45

%

 
Net assets, end of
period (in 000s)
 

$

69

   

$

67

   

$

105

   

$

97

   

$

88

   

$

121

   
RATIOS TO AVERAGE
NET ASSETS:
 

Gross expenses(f)

   

1.66

%(g)

   

1.61

%

   

1.62

%

   

1.77

%

   

1.96

%

   

2.10

%(h)

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

1.32

%(g)

   

1.30

%

   

1.32

%

   

1.32

%

   

1.35

%

   

1.58

%(h)

 
Net investment
income
   

4.34

%(g)

   

3.64

%

   

1.59

%

   

2.21

%

   

2.37

%

   

3.24

%(h)

 
Portfolio turnover
rate
   

52

%(c)

   

127

%

   

148

%

   

147

%

   

175

%

   

221

%

 

See Notes to Financial Statements.

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68


  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, allocation of class specific expenses and/or fluctuating market value of the investments of the Fund.

(c)​  Not annualized.

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

(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 0.09% (annualized), 0.05%, 0.01%, 0.01%, 0.07% and 0.29% of average net assets for the six months ended November 30, 2023 and the years ended May 31, 2023, 2022, 2021, 2020 and 2019, respectively. Interest rebate expense and line of credit interest expense totaled 0.00% (annualized), 0.02%, 0.08%, 0.08%, 0.05% and 0.01% of average net assets for the six months ended November 30, 2023 and the years ended May 31, 2023, 2022, 2021, 2020 and 2019, 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%, 1.23% and 1.28% of average net assets for the six months ended November 30, 2023 and the years ended May 31, 2023, 2022, 2021, 2020 and 2019, respectively.

See Notes to Financial Statements.

Semi-Annual Report | November 30, 2023
69


The Arbitrage Funds  Notes to Financial Statements

November 30, 2023 (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 at or above $250,000 purchased without a front-end sales charge and redeemed within 18 months of purchase.

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70


The Arbitrage Funds  Notes to Financial Statements (continued)

November 30, 2023 (Unaudited)

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.

Use of Estimates — The preparation of financial statements in conformity with GAAP required management to make estimates and assumptions that affected 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. All other equity securities for which over-the-counter (OTC) market quotations are readily available generally are valued at the mean of the current bid and asked prices. Exchange traded options are priced at the last traded price on the exchange in which they are traded. If a sales price is unavailable, then an exchange traded option would be priced at its bid price if held long or at its ask price if sold short. When there is no bid price available, options will typically be valued at zero. 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 normally 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. Bank loans are valued at the mean of the current bid and ask prices. 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.

Semi-Annual Report | November 30, 2023
71


The Arbitrage Funds  Notes to Financial Statements (continued)

November 30, 2023 (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, whom the Board designated as each Fund's valuation designee. 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, 2023, 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

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72


The Arbitrage Funds  Notes to Financial Statements (continued)

November 30, 2023 (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 investment or 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 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, short sales, swap, and forward contracts require the Funds to maintain additional collateral with the broker/counterparty and to pledge assets or cash which is held in a segregated triparty 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.

Risk of Investing in Derivatives: In pursuit of their investment objectives, the Funds may use derivatives which may 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

Semi-Annual Report | November 30, 2023
73


The Arbitrage Funds  Notes to Financial Statements (continued)

November 30, 2023 (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.

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

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

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

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

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74


The Arbitrage Funds  Notes to Financial Statements (continued)

November 30, 2023 (Unaudited)

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, 2023 are disclosed in the Portfolio of Investments.

During the period ended November 30, 2023, 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 Portfolio 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, 2023 are disclosed in the Portfolio of Investments.

During the period ended November 30, 2023, the Funds entered into foreign currency exchange contracts to hedge currency risk.

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

Warrants/rights held by the Funds at November 30, 2023 are disclosed in the Portfolio of Investments.

During the period ended November 30, 2023, 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

Semi-Annual Report | November 30, 2023
75


The Arbitrage Funds  Notes to Financial Statements (continued)

November 30, 2023 (Unaudited)

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 (Secured Overnight Financing Rate) or the federal funds rate, is spread to reflect the non-balance sheet nature of the product. Total return swaps can be designed with any underlying asset agreed upon between two parties. Typically no notional amounts are exchanged with total return swaps. Total return swap agreements entail the risk that a party will default on its payment obligations to a Fund thereunder. Swap agreements also entail the risk that a Fund will not be able to meet its obligation to the counterparty. Generally, a Fund will enter into total return swaps on a net basis (i.e., the two payment streams are netted out with the Fund receiving or paying, as the case may be, only the net amount of the two payments). The Funds will typically enter into agreements based on either long or short exposure to underlying equities. To help mitigate against default risk by the counterparties these agreements are reset monthly, with cashflows exchanged based on the change in the value of the underlying equity from either the opening price or the last reset price, netted against the interest leg of the swap.

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

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The Arbitrage Funds  Notes to Financial Statements (continued)

November 30, 2023 (Unaudited)

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, 2023 are disclosed in the Portfolio of Investments.

During the period ended November 30, 2023, the Arbitrage Fund, Event-Driven Fund and Credit Opportunities Fund entered into swap agreements to gain efficient exposure to underlying equities.

Semi-Annual Report | November 30, 2023
77


The Arbitrage Funds  Notes to Financial Statements (continued)

November 30, 2023 (Unaudited)

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, 2023, 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
 

$

2,713,669

    Unrealized
depreciation on
forward foreign
currency
exchange
contracts
 

$

2,726,468

   
Equity Contracts
(swap contracts)
               
  Unrealized
appreciation on
swap contracts
   

73,501

    Unrealized
depreciation on
swap contracts
   

4,191,970

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

353,285

         

   
Equity Contracts
(written option
contracts)
       

    Written options,
at value
   

64,250

   
       

$

3,140,455

       

$

6,982,688

   

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78


The Arbitrage Funds  Notes to Financial Statements (continued)

November 30, 2023 (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
 

$

285,304

    Unrealized
depreciation on
forward foreign
currency
exchange
contracts
 

$

274,643

   
Equity Contracts
(swap contracts)
               
  Unrealized
appreciation on
swap contracts
   

35,276

    Unrealized
depreciation on
swap contracts
   

474,885

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

16,295

         

   
Equity Contracts
(written option
contracts)
       

    Written options,
at value
   

7,570

   
       

$

336,875

       

$

757,098

   
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
 

$

1,380

    Unrealized
depreciation on
forward foreign
currency
exchange
contracts
 

$

1,061

   
Equity Contracts
(swap contracts)
               
  Unrealized
appreciation on
swap contracts
   

    Unrealized
depreciation on
swap contracts
   

135,770

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

191,589

         

   
Equity Contracts
(written option
contracts)
       

    Written options,
at value
   

2,400

   
       

$

192,969

       

$

139,231

   

Semi-Annual Report | November 30, 2023
79


The Arbitrage Funds  Notes to Financial Statements (continued)

November 30, 2023 (Unaudited)

The effect of derivative instruments on the Funds' Statement of Operations for the period ended November 30, 2023, 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
 

$

1,605,756

   

$

(113,964

)

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

(16,007,144

)

   

9,781,514

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

(3,215,411

)

   

423,663

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

12,104

     

151,811

   
       

$

(17,604,695

)

 

$

10,243,024

   

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80


The Arbitrage Funds  Notes to Financial Statements (continued)

November 30, 2023 (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
 

$

109,778

   

$

40,239

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

(1,356,342

)

   

723,620

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

(374,183

)

   

72,995

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

1,326

     

7,774

   
       

$

(1,619,421

)

 

$

844,628

   

Semi-Annual Report | November 30, 2023
81


The Arbitrage Funds  Notes to Financial Statements (continued)

November 30, 2023 (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
 

$

(1,925

)

 

$

2,172

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

9,271

     

(112,939

)

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

(181,939

)

   

(61,735

)

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

6,632

     

15,464

   
       

$

(167,961

)

 

$

(157,038

)

 

Volume of derivative instruments held by the Funds during the period ended November 30, 2023, was as follows:

Derivative Type

 

Unit of Measurement

 

Monthly Average

 

Arbitrage Fund

 

Swap Contracts

 

Notional Quantity

 

$

128,421,045

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

(125,520,284

)

 

Purchased Option Contracts

 

Contracts

   

9,762

   

Written Option Contracts

 

Contracts

   

(1,250

)

 

Derivative Type

 

Unit of Measurement

 

Monthly Average

 

Event-Driven Fund

 

Swap Contracts

 

Notional Quantity

 

$

14,756,412

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

(12,584,552

)

 

Purchased Option Contracts

 

Contracts

   

539

   

Written Option Contracts

 

Contracts

   

(123

)

 

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82


The Arbitrage Funds  Notes to Financial Statements (continued)

November 30, 2023 (Unaudited)

Derivative Type

 

Unit of Measurement

 

Monthly Average

 

Credit Opportunities Fund

 

Swap Contracts

 

Notional Quantity

 

$

6,776,871

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

(238,516

)

 

Purchased Option Contracts

 

Contracts

   

2,859

   

Written Option Contracts

 

Contracts

   

(237

)

 

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, 2023. 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, 2023:

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

 

$

73,501

   

$

(73,501

)

 

$

   

$

   

$

   

$

   

Total

 

$

73,501

   

$

(73,501

)

 

$

   

$

   

$

   

$

   
   

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

 

$

4,191,970

   

$

(73,501

)

 

$

4,118,469

   

$

(4,118,469

)

 

$

   

$

   

Total

 

$

4,191,970

   

$

(73,501

)

 

$

4,118,469

   

$

(4,118,469

)

 

$

   

$

   

Semi-Annual Report | November 30, 2023
83


The Arbitrage Funds  Notes to Financial Statements (continued)

November 30, 2023 (Unaudited)

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

 

$

35,276

   

$

(35,276

)

 

$

   

$

   

$

   

$

   

Total

 

$

35,276

   

$

(35,276

)

 

$

   

$

   

$

   

$

   
   

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

 

$

474,885

   

$

(35,276

)

 

$

439,609

   

$

(439,609

)

 

$

   

$

   

Total

 

$

474,885

   

$

(35,276

)

 

$

439,609

   

$

(439,609

)

 

$

   

$

   

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

 

$

135,770

   

$

   

$

135,770

   

$

   

$

(135,770

)

 

$

   

Total

 

$

135,770

   

$

   

$

135,770

   

$

   

$

(135,770

)

 

$

   

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, 2023, cash held by the Funds represented cash held at a third-party custodian.

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84


The Arbitrage Funds  Notes to Financial Statements (continued)

November 30, 2023 (Unaudited)

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

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

As of and during the six months ended November 30, 2023, 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, 2023. 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, 2023, 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

 

$

1,054,601,043

   

$

152,229,634

   

$

50,245,487

   

Sales and Maturities

   

1,364,626,726

     

175,661,920

     

53,990,594

   

4. LINE OF CREDIT

The Trust, on behalf of the Funds, has 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.

The Arbitrage Fund, Event-Driven Fund and Credit Opportunities Fund had no borrowings during the six months ended November 30, 2023.

Semi-Annual Report | November 30, 2023
85


The Arbitrage Funds  Notes to Financial Statements (continued)

November 30, 2023 (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, 2024, 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 $463,799 of advisory fees being waived during the six months ended November 30, 2023.

For the six months ended November 30, 2023, 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%, 1.10% and 0.61%, 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. There were no amounts recaptured during the six months ended November 30, 2023 for Arbitrage Fund, Event-Driven Fund and Credit Opportunities Fund.

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The Arbitrage Funds  Notes to Financial Statements (continued)

November 30, 2023 (Unaudited)

As of November 30, 2023, the balances of waived expenses that are eligible for potential recapture for each Fund are as follows:

    Expiring
May 31, 2024
  Expiring
May 31, 2025
  Expiring
May 31, 2026
 

Total

 

Event-Driven Fund

 

Class R

 

$

7,526

   

$

   

$

   

$

7,526

   

Class I

   

94,924

     

     

     

94,924

   

Class A

   

706

     

     

     

706

   

Credit Opportunities Fund

 

Class R

 

$

14,935

   

$

27,491

   

$

27,239

   

$

69,665

   

Class I

   

327,225

     

360,709

     

360,425

     

1,048,359

   

Class A

   

386

     

309

     

241

     

936

   

Administration Agreement

State Street Bank and 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, 2023, the Arbitrage Fund's Class R shares and Class A shares incurred $52,831 and $33,574 in distribution expenses, respectively, and Class C shares incurred $38,963 in distribution and shareholder support expenses, all of which were used to compensate broker-dealers. During the six months ended November 30, 2023, the Event-Driven Fund's Class R shares and Class A shares incurred $5,071 and $2,178 in distribution expenses, respectively, all of which were used to compensate broker-dealers. During the six months ended November 30, 2023, the Credit Opportunities Fund's Class R shares and Class A shares incurred

Semi-Annual Report | November 30, 2023
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The Arbitrage Funds  Notes to Financial Statements (continued)

November 30, 2023 (Unaudited)

$6,933 and $85 in distribution expenses, respectively, all of which were used to compensate broker-dealers.

Chief Compliance Officer

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

Chief Financial Officer

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

Transfer Agent and Shareholder Services Agreement

SS&C Global Investor and Distribution Solutions, Inc. ("SS&C GIDS," formerly known as DST Systems, Inc.) 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, 2023 follows:

Affiliated
Issuer
  Beginning
Value
as of
May 31,
2023
  Purchases
at
Cost
  Proceeds
from
Sales
  Net
Realized
Gain/
(Loss)
on
Sales
  Change
in
Unrealized
Appreciation/
Depreciation
  Ending
Value
as of
November 30,
2023
  Shares
as of
November 30,
2023
  Dividend
Income
  Capital
Gain
Distributions
 
Water Island
Event-
Driven
Fund
 

$

71,734,267

   

$

   

$

   

$

   

$

4,821,916

   

$

76,556,183

     

6,605,365

   

$

   

$

   

At November 30, 2023, Arbitrage Fund, an affiliated fund, owned 68.53% of Event-Driven Fund's shares.

8. 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.

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The Arbitrage Funds  Notes to Financial Statements (continued)

November 30, 2023 (Unaudited)

9. 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, 2023
(Unaudited)
  Year Ended
May 31, 2023
 

Arbitrage Fund - Class R

 

Shares

 

Value

 

Shares

 

Value

 

Proceeds from shares sold

   

121,596

   

$

1,503,834

     

875,065

   

$

10,878,888

   
Shares issued in reinvestment of
distributions
   

     

     

164,500

     

2,001,965

   

Payments for shares redeemed

   

(676,645

)

   

(8,365,858

)

   

(3,550,659

)

   

(44,018,561

)

 

Net decrease

   

(555,049

)

 

$

(6,862,024

)

   

(2,511,094

)

 

$

(31,137,708

)

 

Arbitrage Fund - Class I

 

Proceeds from shares sold

   

7,748,732

   

$

100,022,661

     

21,230,187

   

$

273,656,279

   
Shares issued in reinvestment of
distributions
   

     

     

3,154,548

     

39,905,031

   

Payments for shares redeemed

   

(21,264,341

)

   

(273,579,405

)

   

(50,906,547

)

   

(654,658,365

)

 

Net decrease

   

(13,515,609

)

 

$

(173,556,744

)

   

(26,521,812

)

 

$

(341,097,055

)

 

Arbitrage Fund - Class C

 

Proceeds from shares sold

   

1,465

   

$

16,824

     

13,835

   

$

158,817

   
Shares issued in reinvestment of
distributions
   

     

     

21,082

     

238,233

   

Payments for shares redeemed

   

(144,949

)

   

(1,657,933

)

   

(434,130

)

   

(5,001,828

)

 

Net decrease

   

(143,484

)

 

$

(1,641,109

)

   

(399,213

)

 

$

(4,604,778

)

 

Arbitrage Fund - Class A

 

Proceeds from shares sold

   

504,790

   

$

6,278,884

     

588,071

   

$

7,250,346

   
Shares issued in reinvestment of
distributions
   

     

     

74,975

     

909,449

   

Payments for shares redeemed

   

(861,037

)

   

(10,664,447

)

   

(1,706,721

)

   

(21,022,258

)

 

Net decrease

   

(356,247

)

 

$

(4,385,563

)

   

(1,043,675

)

 

$

(12,862,463

)

 

Event-Driven Fund - Class R

 

Proceeds from shares sold

   

7,819

   

$

88,744

     

25,875

   

$

281,636

   

Payments for shares redeemed

   

(13,586

)

   

(151,065

)

   

(69,180

)

   

(753,009

)

 

Net decrease

   

(5,767

)

 

$

(62,321

)

   

(43,305

)

 

$

(471,373

)

 

Event-Driven Fund - Class I

 

Proceeds from shares sold

   

90,776

   

$

1,021,828

     

1,846,566

   

$

20,365,124

   

Payments for shares redeemed

   

(972,978

)

   

(10,754,671

)

   

(1,614,916

)

   

(17,754,925

)

 

Net increase/(decrease)

   

(882,202

)

 

$

(9,732,843

)

   

231,650

   

$

2,610,199

   

Event-Driven Fund - Class A

 

Proceeds from shares sold

   

5,183

   

$

56,203

     

110,667

   

$

1,210,619

   

Payments for shares redeemed

   

(28,573

)

   

(310,478

)

   

(148,105

)

   

(1,610,583

)

 

Net decrease

   

(23,390

)

 

$

(254,275

)

   

(37,438

)

 

$

(399,964

)

 

Semi-Annual Report | November 30, 2023
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The Arbitrage Funds  Notes to Financial Statements (continued)

November 30, 2023 (Unaudited)

    Six Months Ended
November 30, 2023
(Unaudited)
  Year Ended
May 31, 2023
 

Credit Opportunities Fund - Class R

 

Shares

 

Value

 

Shares

 

Value

 

Proceeds from shares sold

   

93,553

   

$

901,454

     

135,130

   

$

1,297,962

   
Shares issued in reinvestment of
distributions
   

13,307

     

128,428

     

36,521

     

350,831

   

Payments for shares redeemed

   

(216,195

)

   

(2,085,904

)

   

(402,198

)

   

(3,872,353

)

 

Net decrease

   

(109,335

)

 

$

(1,056,022

)

   

(230,547

)

 

$

(2,223,560

)

 

Credit Opportunities Fund - Class I

 

Proceeds from shares sold

   

1,620,772

   

$

15,555,696

     

1,762,330

   

$

16,850,541

   
Shares issued in reinvestment of
distributions
   

184,234

     

1,769,643

     

319,282

     

3,052,297

   

Payments for shares redeemed

   

(931,704

)

   

(8,942,990

)

   

(3,610,686

)

   

(34,442,728

)

 

Net increase/(decrease)

   

873,302

   

$

8,382,349

     

(1,529,074

)

 

$

(14,539,890

)

 

Credit Opportunities Fund - Class A

 
Shares issued in reinvestment of
distributions
   

165

   

$

1,582

     

318

   

$

3,044

   

Payments for shares redeemed

   

     

     

(4,161

)

   

(39,889

)

 

Net increase/(decrease)

   

165

   

$

1,582

     

(3,843

)

 

$

(36,845

)

 

10. 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.

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 collateral equal in value to 102% of the securities on loan 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

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The Arbitrage Funds  Notes to Financial Statements (continued)

November 30, 2023 (Unaudited)

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.

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, 2023, 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 loaned during the year ended November 30, 2023.

12. FEDERAL TAX INFORMATION

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

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

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

Fund

  Distributable
Earnings
(Accumulated Loss)
 

Paid-in Capital

 

Arbitrage Fund

 

$

(9,885,338

)

 

$

9,885,338

   

Event-Driven Fund

   

2

     

(2

)

 

Credit Opportunities Fund

   

     

   

Semi-Annual Report | November 30, 2023
91


The Arbitrage Funds  Notes to Financial Statements (continued)

November 30, 2023 (Unaudited)

The tax character of dividends and distributions declared and paid during the years ended May 31, 2023 and May 31, 2022 was as follows:

Fund

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

Arbitrage Fund

 

5/31/2023

 

$

21,948,812

   

$

30,340,622

   

$

52,289,434

   
   

5/31/2022

   

     

8,434,675

     

8,434,675

   

Event-Driven Fund

 

5/31/2023

 

$

   

$

   

$

   
   

5/31/2022

   

     

     

   

Credit Opportunities Fund

 

5/31/2023

 

$

5,242,224

   

$

   

$

5,242,224

   
   

5/31/2022

   

3,596,180

     

     

3,596,180

   

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

As of May 31, 2023, the components of distributable earnings on a tax basis were as follows:

    Arbitrage
Fund
 

Event-Driven Fund

  Credit
Opportunities
Fund
 

Undistributed ordinary income

 

$

20,645,775

   

$

7,391

   

$

290,932

   

Accumulated capital gains/losses

   

     

     

   

Unrealized appreciation/(depreciation)

   

(87,115,041

)

   

(9,472,268

)

   

(5,440,746

)

 
Capital loss carryover and late year
ordinary loss deferrals
   

     

(32,530,611

)

   

(2,325,468

)

 
Total distributable earnings
(accumulated loss)
 

$

(66,469,266

)

 

$

(41,995,488

)

 

$

(7,475,282

)

 

As of November 30, 2023, 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
Depreciation
  Aggregate Cost
of Investments
for Income Tax
Purposes
 

Arbitrage Fund

 

$

34,539,381

   

$

(61,006,974

)

 

$

(26,467,593

)

 

$

1,060,011,818

   

Event-Driven Fund

   

2,027,931

     

(7,079,871

)

   

(5,051,940

)

   

117,873,464

   

Credit Opportunities Fund

   

1,235,954

     

(5,830,746

)

   

(4,594,792

)

   

125,813,187

   

The differences between book-basis and tax-basis net unrealized appreciation/(depreciation) for the Funds are attributable to dividends related to non-real estate investment trust adjustments, passive foreign investment companies, wash sales, 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, 2023, the Event-Driven Fund had $27,443,202 of short term and $5,087,409 of long term capital loss carryforwards and the Credit Opportunities Fund had $158,334 of short term and $2,167,134 of long 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

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The Arbitrage Funds  Notes to Financial Statements (continued)

November 30, 2023 (Unaudited)

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 $3,279,585 of capital loss carryforwards during the year ended May 31, 2023.

Late Year Losses

The Event-Driven Fund elected to defer to the period ending May 31, 2023 losses in the amount of $3,192.

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.

Semi-Annual Report | November 30, 2023
93


The Arbitrage Funds  Disclosure of Fund Expenses

November 30, 2023 (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.

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


The Arbitrage Funds  Disclosure of Fund Expenses (continued)

November 30, 2023 (Unaudited)

    Beginning
Account Value
06/01/2023
  Ending
Account Value
11/30/2023
  Expense
Ratio(a)
  Expenses
Paid During
Period(b)
 

Arbitrage Fund

 

Class R

 

Actual

 

$

1,000.00

   

$

1,066.00

     

1.50

%

 

$

7.75

   
Hypothetical (5% return before
expenses)
 

$

1,000.00

   

$

1,017.50

     

1.50

%

 

$

7.57

   

Class I

 

Actual

 

$

1,000.00

   

$

1,066.60

     

1.25

%

 

$

6.46

   
Hypothetical (5% return before
expenses)
 

$

1,000.00

   

$

1,018.75

     

1.25

%

 

$

6.31

   

Class C

 

Actual

 

$

1,000.00

   

$

1,061.30

     

2.25

%

 

$

11.59

   
Hypothetical (5% return before
expenses)
 

$

1,000.00

   

$

1,013.75

     

2.25

%

 

$

11.33

   

Class A

 

Actual

 

$

1,000.00

   

$

1,065.30

     

1.50

%

 

$

7.74

   
Hypothetical (5% return before
expenses)
 

$

1,000.00

   

$

1,017.50

     

1.50

%

 

$

7.57

   

(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 366.

    Beginning
Account Value
06/01/2023
  Ending
Account Value
11/30/2023
  Expense
Ratio(a)
  Expenses
Paid During
Period(b)
 

Water Island Event-Driven Fund

 

Class R

 

Actual

 

$

1,000.00

   

$

1,065.30

     

1.70

%

 

$

8.78

   
Hypothetical (5% return before
expenses)
 

$

1,000.00

   

$

1,016.50

     

1.70

%

 

$

8.57

   

Class I

 

Actual

 

$

1,000.00

   

$

1,067.20

     

1.45

%

 

$

7.49

   
Hypothetical (5% return before
expenses)
 

$

1,000.00

   

$

1,017.75

     

1.45

%

 

$

7.31

   

Class A

 

Actual

 

$

1,000.00

   

$

1,065.40

     

1.70

%

 

$

8.78

   
Hypothetical (5% return before
expenses)
 

$

1,000.00

   

$

1,016.50

     

1.70

%

 

$

8.57

   

(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 366.

Semi-Annual Report | November 30, 2023
95


The Arbitrage Funds  Disclosure of Fund Expenses (continued)

November 30, 2023 (Unaudited)

    Beginning
Account Value
06/01/2023
  Ending
Account Value
11/30/2023
  Expense
Ratio(a)
  Expenses
Paid During
Period(b)
 

Water Island Credit Opportunities Fund

 

Class R

 

Actual

 

$

1,000.00

   

$

1,029.90

     

1.32

%

 

$

6.70

   
Hypothetical (5% return before
expenses)
 

$

1,000.00

   

$

1,018.40

     

1.32

%

 

$

6.66

   

Class I

 

Actual

 

$

1,000.00

   

$

1,032.30

     

1.07

%

 

$

5.44

   
Hypothetical (5% return before
expenses)
 

$

1,000.00

   

$

1,019.65

     

1.07

%

 

$

5.40

   

Class A

 

Actual

 

$

1,000.00

   

$

1,030.00

     

1.32

%

 

$

6.70

   
Hypothetical (5% return before
expenses)
 

$

1,000.00

   

$

1,018.40

     

1.32

%

 

$

6.66

   

(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 366.

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


The Arbitrage Funds  Additional Information

November 30, 2023 (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.

Semi-Annual Report | November 30, 2023
97


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

SS&C GIDS

1055 Broadway

Kansas City, MO 64105

Custodian

State Street Bank and
Trust Company

One Congress Building,

One Congress Street, Suite 1

Boston, MA 02114-2016

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: January 29, 2024  

  

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: January 29, 2024  

 

 

By: /s/ Monique Labbe  
  Monique Labbe  
  Chief Financial Officer (Principal Financial Officer)  
     
Date: January 29, 2024