FORM N-PX

                    ANNUAL REPORT OF PROXY VOTING RECORD OF

                               THE ARBITRAGE FUND



                 Investment Company Act File Number: 811-09815


                                   REGISTRANT
                              The Arbitrage Funds
                                 41 Madison Ave
                                   28th Floor
                                   Suite 2802
                               New York, NY 10010
       Registrant's telephone number, including area code: 1-800-295-4485



                               AGENT FOR SERVICE
                                 John S. Orrico
                                 41 Madison Ave
                                   28th Floor
                                   Suite 2802
                               New York, NY 10010



                        Date of fiscal year end: May 31



               For the Fiscal Year: July 1, 2009 to June 30, 2010



                                       1



                                                                         
                                                     THE ARBITRAGE FUND

 PROPOSAL                                        PROPOSED BY            MGT. POSITION REGISTRANT VOTED

AIRVANA

 CUSIP: 00950V101 Ticker: AIRV

 Meeting Date: 04/09/10

 1. To Approve the Merger                         Issuer                   For          Voted - For
 2. To Adjourn or Postpone Special Meeting, If
     Necessary, To Solicit Additional Proxies.    Issuer                   For          Voted - For

ALLIED CAPITAL

 CUSIP: 01903Q108 Ticker: ALD

 Meeting Date: 03/26/10

 1. To Approve the Merger                         Issuer                   For          Voted - For
 2. To Adjourn or Postpone Special Meeting, If
     Necessary, To Solicit Additional Proxies.    Issuer                   For          Voted - For

ALLIED DEFENSE GROUP

 CUSIP: 019118108 Ticker: ADG

 Meeting Date: 04/08/10

 1. To Approve the Merger                         Issuer                   For          Voted - For
 2. To Adjourn or Postpone Special Meeting, If
     Necessary, To Solicit Additional Proxies.    Issuer                   For          Voted - For

ALPHA NATURAL RESOURCES

 CUSIP: 02076X102 Ticker: ANR

 Meeting Date: 07/31/09

 1. To Approve the Merger                         Issuer                   For          Voted - For
 2. To Adjourn or Postpone Special Meeting, If
     Necessary, To Solicit Additional Proxies.    Issuer                   For          Voted - For

AMICAS

 CUSIP: 001712108 Ticker: AMCS

 Meeting Date: 02/19/10

 1. To Approve the Merger                         Issuer                   For          Voted - For
 2. To Adjourn or Postpone Special Meeting, If
     Necessary, To Solicit Additional Proxies.    Issuer                   For          Voted - For

AMICAS, INC.

 CUSIP: 017121080 Ticker: AMCS

 Meeting Date: 03/04/10 (Not Valid/ Board No Longer Supported Merger)

 1. To Approve the Merger                         Issuer                   Not Valid    Did Not Vote
 2. To Adjourn or Postpone Special Meeting, If
     Necessary, To Solicit Additional Proxies.    Issuer                   Not Valid    Did Not Vote

                                               2







                                                                         
                                                     THE ARBITRAGE FUND

 PROPOSAL                                        PROPOSED BY            MGT. POSITION REGISTRANT VOTED

ATHABASCA POTASH

 CUSIP: 04682P101 Ticker: API CN

 Meeting Date: 03/17/10

 1. To Approve Acquisition Terms                  Issuer                   For          Voted - For

ATLAS ENERGY RESOURCES

 CUSIP: 049303100 Ticker: ATN

 Meeting Date: 09/25/09

 1. To Approve the Merger                         Issuer                   For          Voted - For

AXSYS TECHNOLOGIES

 CUSIP: 054615109 Ticker: AXYS

 Meeting Date: 09/01/09

 1. To Approve the Merger                         Issuer                   For          Voted - For
 2. To Adjourn or Postpone Special Meeting, If
     Necessary, To Solicit Additional Proxies.    Issuer                   For          Voted - For

BERENS ENERGY

 CUSIP: 083684100 Ticker: BEN CN

 Meeting Date: 02/24/10

 1. To Approve Matters/Resolution                 Issuer                   For          Voted - For

BEVERLY NATIONAL

 CUSIP: 088115100 Ticker: BNV

 Meeting Date: 10/08/09

 1. To Approve the Merger                         Issuer                   For          Voted - For
 2. To Adjourn or Postpone Special Meeting, If
     Necessary, To Solicit Additional Proxies.    Issuer                   For          Voted - For

BJ SERVICES

 CUSIP: 055482103 Ticker: BJS

 Meeting Date: 03/19/10

 1. To Approve the Merger                         Issuer                   For          Voted - For
 2. To Adjourn or Postpone Special Meeting, If
     Necessary, To Solicit Additional Proxies.    Issuer                   For          Voted - For

BLACK AND DECKER

 CUSIP: 091797100 Ticker: BDK

 Meeting Date: 03/12/10

 1. To Approve the Merger                         Issuer                   For          Voted - For
 2. To Adjourn or Postpone Special Meeting, If
     Necessary, To Solicit Additional Proxies.    Issuer                   For          Voted - For

                                               3








                                                                         
                                                     THE ARBITRAGE FUND

 PROPOSAL                                        PROPOSED BY            MGT. POSITION REGISTRANT VOTED

BORLAND SOFTWARE

 CUSIP: 099849101 Ticker: BORL

 Meeting Date: 07/22/09

 1. To Approve the Merger                         Issuer                   For          Voted - For
 2. To Adjourn or Postpone Special Meeting, If
     Necessary, To Solicit Additional Proxies.    Issuer                   For          Voted - For

BOWNE & CO. INC.

 CUSIP: 103043105 Ticker: BNE

 Meeting Date: 05/26/10

 1. To Approve the Merger                         Issuer                   For          Voted - For
 2. To Adjourn or Postpone Special Meeting, If
     Necessary, To Solicit Additional Proxies.    Issuer                   For          Voted - For

BRINK'S HOME SECURITY

 CUSIP: 109699108 Ticker: CFL

 Meeting Date: 05/12/10

 1. To Approve the Merger                         Issuer                   For          Voted - For
 2. To Adjourn or Postpone Special Meeting, If
     Necessary, To Solicit Additional Proxies.    Issuer                   For          Voted - For

BURLINGTON NORTHERN SANTA FE

 CUSIP: 12189T104 Ticker: BNI

 Meeting Date: 02/11/10

 1. To Approve the Merger                         Issuer                   For          Voted - For
 2. To Adjourn or Postpone Special Meeting, If
     Necessary, To Solicit Additional Proxies.    Issuer                   For          Voted - For

CANDELA

 CUSIP: 136907102 Ticker: CLZR

 Meeting Date: 01/05/10

 1. To Approve the Merger                         Issuer                   For          Voted - For
 2. To Adjourn or Postpone Special Meeting, If
     Necessary, To Solicit Additional Proxies.    Issuer                   For          Voted - For

CANPLATS RESOURCES

 CUSIP: 138054101 Ticker: CPQ CN

 Meeting Date: 01/28/10

 1. To Approve Matters/Resolution                 Issuer                   For          Voted - For

                                               4







                                                                         
                                                     THE ARBITRAGE FUND

 PROPOSAL                                                  PROPOSED BY  MGT. POSITION REGISTRANT VOTED

CELLDEX THERAPEUTICS

 CUSIP: 15117B103 Ticker: CLDX

 Meeting Date: 12/16/09

 1. Vote F or Election of Larry Ellberger, Anthony S.
     Marucci, Herbert J. Conrad, George O. Elston, Karen
     Shoo Lipton, Dr. Rajesh B. Parekh, Harry H. Penner,
     Charles R. Schaller, And Timothy Shannon.              Issuer         For          Voted - For
 2. Ratification of Priceaterhousecoopers Llp as
     Independent Registered Public Accountants              Issuer         For          Voted - For
 1. To Approve Matters/Resolution                           Issuer         For          Voted - For

CENTEX

 CUSIP: 152312104 Ticker: CTX

 Meeting Date: 08/18/09

 1. To Approve the Merger                                   Issuer         For          Voted - For
 2. To Adjourn or Postpone Special Meeting, If
     Necessary, To Solicit Additional Proxies.              Issuer         For          Voted - For

CURAGEN

 CUSIP: 23126R101 Ticker: CRGN

 Meeting Date: 09/30/09

 1. To Approve the Merger                                   Issuer         For          Voted - For
 2. To Adjourn or Postpone Special Meeting, If
     Necessary, To Solicit Additional Proxies.              Issuer         For          Voted - For

D&E COMMUNICATIONS

 CUSIP: 232860106 Ticker: DECC

 Meeting Date: 09/24/09

 1. To Approve the Merger                                   Issuer         For          Voted - For
 2. To Adjourn or Postpone Special Meeting, If
     Necessary, To Solicit Additional Proxies.              Issuer         For          Voted - For

DATA DOMAIN

 CUSIP: 23767P109 Ticker: DDUP

 Meeting Date: 07/02/09

 1. Vote F or Election of Roald Bernal, Aneel Bhusri,
     And Jeffrey Miller                                     Issuer         For          Voted - For
 2. Ratification of Ernst & Young Llp as Independent
     Registered Public Accountants                          Issuer         For          Voted - For
 3. To Approve Matters/Resolution                           Issuer         For          Voted - For

EMULEX

 CUSIP: 292475209 Ticker: ELX

 Meeting Date: 07/10/09

 1. To Approve Matters/Resolution                           Issuer         For          Voted - For

                                                         5








                                                                         
                                                     THE ARBITRAGE FUND

 PROPOSAL                                                PROPOSED BY    MGT. POSITION REGISTRANT VOTED

 2. Vote F or Election of Eric Brandt, And Arthur
     Chong                                                Issuer           For          Voted - For
 3. To Approve Matters/Resolution                         Issuer           For          Voted - For
 4. To Approve Matters/Resolution                         Issuer           For          Voted - For
 5. To Approve Matters/Resolution                         Issuer           For          Voted - For

ENTRUST

 CUSIP: 293848107 Ticker: ENTU

 Meeting Date: 07/28/09

 1. To Approve the Merger                                 Issuer           For          Voted - For
 2. To Adjourn or Postpone Special Meeting, If
     Necessary, To Solicit Additional Proxies.            Issuer           For          Voted - For
 1. To Approve the Merger                                 Issuer           For          Voted - For
 2. To Adjourn or Postpone Special Meeting, If
     Necessary, To Solicit Additional Proxies.            Issuer           For          Voted - For

ENTRUST

 CUSIP: 293948107 Ticker: ENTU

 Meeting Date: 07/10/09

 1. To Approve the Merger                                 Issuer           For          Voted - For
 2. To Adjourn or Postpone Special Meeting, If
     Necessary, To Solicit Additional Proxies.            Issuer           For          Voted - For
 1. To Approve the Merger                                 Issuer           For          Voted - For
 2. To Adjourn or Postpone Special Meeting, If
     Necessary, To Solicit Additional Proxies.            Issuer           For          Voted - For

EVEREADY

 CUSIP: 29977E107 Ticker: EIS CN

 Meeting Date: 07/15/09

 1. To Fix the Number of Directors To Be Elected          Issuer           For          Voted - For
 2. To Vote F or Election Management Proposed Nominees    Issuer           For          Voted - For
 3. Appointment of Ernst & Young Llp as Auditors          Issuer           For          Voted - For
 4. To Approve the Merger                                 Issuer           For          Voted - For

FGX INTERNATIONAL

 CUSIP: 00B28CLY2 Ticker: FGXI

 Meeting Date: 03/09/10

 1. To Approve the Merger                                 Issuer           For          Voted - For
 2. To Adjourn or Postpone Special Meeting, If
     Necessary, To Solicit Additional Proxies.            Issuer           For          Voted - For

FIBERTNET TELECOM GROUP INC.

 CUSIP: 315653402 Ticker: FTGX

 Meeting Date: 09/09/09

 1. To Approve the Merger                                 Issuer           For          Voted - For

                                                       6









                                                                         
                                                     THE ARBITRAGE FUND

 PROPOSAL                                              PROPOSED BY      MGT. POSITION REGISTRANT VOTED

 2. To Adjourn or Postpone Special Meeting, If
     Necessary, To Solicit Additional Proxies.          Issuer             For          Voted - For

FINANCIAL FEDERAL

 CUSIP: 317492106 Ticker: FIF

 Meeting Date: 02/16/10

 1. To Approve the Merger                               Issuer             For          Voted - For
 2. To Adjourn or Postpone Special Meeting, If
     Necessary, To Solicit Additional Proxies.          Issuer             For          Voted - For

FNX MINING

 CUSIP: 30253R101 Ticker: FNX CN

 Meeting Date: 05/19/10

 1. To Approve the Merger                               Issuer             For          Voted - For

FOUNDATION COAL HOLDINGS

 CUSIP: 35039W100 Ticker: FCL

 Meeting Date: 07/31/09

 1. To Approve the Merger                               Issuer             For          Voted - For
 2. To Adjourn or Postpone Special Meeting, If
     Necessary, To Solicit Additional Proxies.          Issuer             For          Voted - For

GENESIS LEASE

 CUSIP: 37183T107 Ticker: GLS

 Meeting Date: 03/23/10

 1. To Approve the Plan of Amalgamation                 Issuer             For          Voted - For
 2. To Adjourn or Postpone Special Meeting, If
     Necessary, To Solicit Additional Proxies.          Issuer             For          Voted - For

GOLDLEAF FINANCIAL SOLUTIONS

 CUSIP: 38144H208 Ticker: GFSI

 Meeting Date: 09/29/09

 1. To Approve the Merger                               Issuer             For          Voted - For
 2. To Adjourn or Postpone Special Meeting, If
     Necessary, To Solicit Additional Proxies.          Issuer             For          Voted - For

GREY WOLF EXPLORATION

 CUSIP: 397888108 Ticker: GW

 Meeting Date: 07/23/09

 1. To Approve the Merger                               Issuer             For          Voted - For
 2. To Vote F or Election the of Nominees Set Forth
     In the Information Circular                        Issuer             For          Voted - For
 3. Appointment of Deloitte & Touche Llp as Auditors    Issuer             For          Voted - For

                                                     7









                                                                         
                                                     THE ARBITRAGE FUND

 PROPOSAL                                             PROPOSED BY       MGT. POSITION REGISTRANT VOTED

HARVEST ENERGY TRUST

 CUSIP: 41752X101 Ticker: HTE-U CN

 Meeting Date: 12/15/09

 1. To Approve Matters/Resolution                      Issuer              For          Voted - For

HI-SHEAR TECHNOLOGY

 CUSIP: 42839Y104 Ticker: HSR

 Meeting Date: 11/19/09

 1. To Approve the Merger                              Issuer              For          Voted - For
 2. To Adjourn or Postpone Special Meeting, If
     Necessary, To Solicit Additional Proxies.         Issuer              For          Voted - For

ICO INC.

 CUSIP: 449293109 Ticker: ICOC

 Meeting Date: 04/28/10

 1. To Approve the Merger                              Issuer              For          Voted - For
 2. To Adjourn or Postpone Special Meeting, If
     Necessary, To Solicit Additional Proxies.         Issuer              For          Voted - For

INTELLON

 CUSIP: 45816W504 Ticker: ITLN

 Meeting Date: 12/11/09

 1. To Approve the Merger                              Issuer              For          Voted - For
 2. To Adjourn or Postpone Special Meeting, If
     Necessary, To Solicit Additional Proxies.         Issuer              For          Voted - For
 3. To Transact Business Brought Before the Meeting    Issuer              For          Voted - For

INTERNATIONAL ROYALTY

 CUSIP: 460277106 Ticker: IRC CN

 Meeting Date: 02/16/10

 1. To Approve Matters/Resolution                      Issuer              For          Voted - For

INTERSTATE HOTELS & RESORTS

 CUSIP: 46088S106 Ticker: IHR

 Meeting Date: 03/11/10

 1. To Approve the Plan of Amalgamation                Issuer              For          Voted - For
 2. To Adjourn or Postpone Special Meeting, If
     Necessary, To Solicit Additional Proxies.         Issuer              For          Voted - For

IOWA TELECOMMUNICATION SERVICES

 CUSIP: 462594201 Ticker: IWA

 Meeting Date: 03/25/10

 1. To Approve the Merger                              Issuer              For          Voted - For

                                                    8








                                                                         
                                                      THE ARBITRAGE FUND

 PROPOSAL                                         PROPOSED BY            MGT. POSITION REGISTRANT VOTED

IPC HOLDINGS

 CUSIP: BMG4933P1014 Ticker: IPCR

 Meeting Date: 09/04/09

 1.  To Approve the Merger                         Issuer                   For          Voted - For
 2.  To Approve Matters/Resolution                 Issuer                   For          Voted - For
 3.  To Adjourn or Postpone Special Meeting, If
      Necessary, To Solicit Additional Proxies.    Issuer                   For          Voted - For

K-TRON INTERNATIONAL

 CUSIP: 482730108 Ticker: KTII

 Meeting Date: 03/09/10

 1.  To Approve the Merger                         Issuer                   For          Voted - For
 2.  To Adjourn or Postpone Special Meeting, If
      Necessary, To Solicit Additional Proxies.    Issuer                   For          Voted - For

KHD HUMBOLDT WEDAG INT.

 CUSIP: 482462108 Ticker: KHD

 Meeting Date: 03/26/10

 1.  To Approve the Merger                         Issuer                   For          Voted - For
 2.  To Adjourn or Postpone Special Meeting, If
      Necessary, To Solicit Additional Proxies.    Issuer                   For          Voted - For

LIBERTY MEDIA

 CUSIP: 53071M500 Ticker: LMDIA

 Meeting Date: 11/19/09

 1.  To Approve the Redemption Proposal            Issuer                   For          Voted - For
 2a. To Approve the Split-Off                      Issuer                   For          Voted - For
 2b. To Approve the Merger                         Issuer                   For          Voted - For
 2c. To Approve the Contribution Proposal          Issuer                   For          Voted - For
 3.  To Adjourn or Postpone Special Meeting, If
      Necessary, To Solicit Additional Proxies.    Issuer                   For          Voted - For

LIVINGSTON INTERNATIONAL INCOME FUND

 CUSIP: 538672106 Ticker: LIV-U CN

 Meeting Date: 11/24/09

 1.  To Approve the Merger                         Issuer                   Against      Voted - Against

LODGIAN

 CUSIP: 54021P403 Ticker: LGN

 Meeting Date: 04/15/10

 1.  To Approve the Merger                         Issuer                   For          Voted - For
 2.  To Adjourn or Postpone Special Meeting, If
      Necessary, To Solicit Additional Proxies.    Issuer                   For          Voted - For

                                                9









                                                                         
                                                     THE ARBITRAGE FUND

 PROPOSAL                                                PROPOSED BY    MGT. POSITION REGISTRANT VOTED

LOGICVISION

 CUSIP: 54140W305 Ticker: LGVN

 Meeting Date: 08/18/09

 1. To Approve the Merger                                 Issuer           For          Voted - For
 2. Vote F or Election of Gregg Adkin, James Healy,
     Randall Hughes, Richard Okumoto, Matthew Raggett,
     And Richard Yonker                                   Issuer           For          Voted - For
 3. To Adjourn or Postpone Special Meeting, If
     Necessary, To Solicit Additional Proxies.            Issuer           For          Voted - For

MAGELLAN MIDSTREAM HOLDINGS

 CUSIP: 55907R108 Ticker: MGG

 Meeting Date: 09/25/09

 1. To Approve the Merger                                 Issuer           For          Voted - For
 2. To Approve Matters/Resolution                         Issuer           For          Voted - For
 3. To Approve Contributions                              Issuer           For          Voted - For
 4. To Approve Liquidation                                Issuer           For          Voted - For
 5. To Adjourn or Postpone Special Meeting, If
     Necessary, To Solicit Additional Proxies.            Issuer           For          Voted - For

MARVEL ENTERTAINMENT

 CUSIP: 57383T103 Ticker: MVL

 Meeting Date: 12/31/09

 1. To Approve the Merger                                 Issuer           For          Voted - For
 2. To Adjourn or Postpone Special Meeting, If
     Necessary, To Solicit Additional Proxies.            Issuer           For          Voted - For

METAVANTE TECHNOLOGIES

 CUSIP: 591407101 Ticker: MV

 Meeting Date: 09/04/09

 1. To Approve the Merger                                 Issuer           For          Voted - For
 2. To Adjourn or Postpone Special Meeting, If
     Necessary, To Solicit Additional Proxies.            Issuer           For          Voted - For

MILLIPORE CORPORATION

 CUSIP: 601073109 Ticker: MIL

 Meeting Date: 06/03/10

 1. To Approve the Merger                                 Issuer           For          Voted - For
 2. To Adjourn or Postpone Special Meeting, If
     Necessary, To Solicit Additional Proxies.            Issuer           For          Voted - For

MSC SOFTWARE

 CUSIP: 553531104 Ticker: MSCS

 Meeting Date: 10/09/09

 1. To Approve the Merger                                 Issuer           For          Voted - For

                                                       10








                                                                         
                                                       THE ARBITRAGE FUND

 PROPOSAL                                          PROPOSED BY            MGT. POSITION REGISTRANT VOTED

 2.   To Adjourn or Postpone Special Meeting, If
       Necessary, To Solicit Additional Proxies.    Issuer                   For          Voted - For

MSC SOFTWARE

 CUSIP: 553531104 Ticker: MSCS

 Meeting Date: 09/30/09

 1.   To Approve the Merger                         Issuer                   For          Voted - For
 2.   To Adjourn or Postpone Special Meeting, If
       Necessary, To Solicit Additional Proxies.    Issuer                   For          Voted - For

NATCO GROUP

 CUSIP: 89148B101 Ticker: NTG

 Meeting Date: 11/18/09

 1.   To Approve the Merger                         Issuer                   For          Voted - For
 2.   To Adjourn or Postpone Special Meeting, If
       Necessary, To Solicit Additional Proxies.    Issuer                   For          Voted - For

NYFIX

 CUSIP: 629491101 Ticker: NYFX

 Meeting Date: 11/03/09

 1.   To Approve the Merger                         Issuer                   For          Voted - For
 2.   To Adjourn or Postpone Special Meeting, If
       Necessary, To Solicit Additional Proxies.    Issuer                   For          Voted - For

ON2 TECHNOLOGIES

 CUSIP: 68338A107 Ticker: ONT

 Meeting Date: 02/17/10

 1.   To Approve the Merger                         Issuer                   For          Voted - For
 2.   To Adjourn or Postpone Special Meeting, If
       Necessary, To Solicit Additional Proxies.    Issuer                   For          Voted - For

 Meeting Date: 12/18/09

 1.   To Approve the Merger                         Issuer                   For          Voted - For
 2.   To Adjourn or Postpone Special Meeting, If
       Necessary, To Solicit Additional Proxies.    Issuer                   For          Voted - For

PECO II INC.

 CUSIP: 705221208 Ticker: PIII

 Meeting Date: 04/15/10

 1.   To Approve the Merger                         Issuer                   For          Voted - For
 2.   To Adjourn or Postpone Special Meeting, If
       Necessary, To Solicit Additional Proxies.    Issuer                   For          Voted - For

                                                 11








                                                                         
                                                     THE ARBITRAGE FUND

 PROPOSAL                                              PROPOSED BY      MGT. POSITION REGISTRANT VOTED

PEPSI BOTTLING GROUP

 CUSIP: 713409100 Ticker: PBG

 Meeting Date: 02/17/10

 1. To Approve the Merger                               Issuer             For          Voted - For

PEPSIAMERICAS

 CUSIP: 71343P200 Ticker: PAS

 Meeting Date: 02/17/10

 1. To Approve the Merger                               Issuer             For          Voted - For

PLATO LEARNING INC.

 CUSIP: 72764Y100 Ticker: TUTR

 Meeting Date: 05/19/10

 1. To Approve the Merger                               Issuer             For          Voted - For
 2. To Adjourn or Postpone Special Meeting, If
     Necessary, To Solicit Additional Proxies.          Issuer             For          Voted - For

QUADRAMED

 CUSIP: 74730W507 Ticker: QDHC

 Meeting Date: 03/09/10

 1. To Approve the Merger                               Issuer             For          Voted - For
 2. To Adjourn or Postpone Special Meeting, If
     Necessary, To Solicit Additional Proxies.          Issuer             For          Voted - For

RCN CORPORATION

 CUSIP: 749361200 Ticker: RCNI

 Meeting Date: 05/19/10

 1. To Approve the Merger                               Issuer             For          Voted - For
 2. To Adjourn or Postpone Special Meeting, If
     Necessary, To Solicit Additional Proxies.          Issuer             For          Voted - For

REPUBLIC FIRST BANCORP

 CUSIP: 760416107 Ticker: FRBK

 Meeting Date: 12/23/09

 1. Vote F or Election of Robert J. Coleman, Lyle W.
     Hall, Jr, And Harris Wildstein                     Issuer             For          Voted - For

RISKMETRICS GROUP, INC.

 CUSIP: 767735103 Ticker: RISK

 Meeting Date: 05/27/10

 1. To Approve the Merger                               Issuer             For          Voted - For
 2. To Adjourn or Postpone Special Meeting, If
     Necessary, To Solicit Additional Proxies.          Issuer             For          Voted - For

                                                     12








                                                                         
                                                      THE ARBITRAGE FUND

 PROPOSAL                                         PROPOSED BY            MGT. POSITION REGISTRANT VOTED

SCHERING-PLOUGH

 CUSIP: 806605101 Ticker: SGP

 Meeting Date: 08/07/09

 1.  To Approve the Merger                         Issuer                   For          Voted - For
 2. To Adjourn or Postpone Special Meeting, If
      Necessary, To Solicit Additional Proxies.    Issuer                   For          Voted - For

SILICON STORAGE

 CUSIP: 827057100 Ticker: SSTI

 Meeting Date: 04/08/10

 1.  To Approve the Merger                         Issuer                   For          Voted - For
 2.  To Adjourn or Postpone Special Meeting, If
      Necessary, To Solicit Additional Proxies.    Issuer                   For          Voted - For

SIRF TECHNOLOGY

 CUSIP: 82967H101 Ticker: SIRF

 Meeting Date: 06/25/09

 1.  To Approve the Merger                         Issuer                   For          Voted - For
 2.  To Adjourn or Postpone Special Meeting, If
      Necessary, To Solicit Additional Proxies.    Issuer                   For          Voted - For

SKILLSOFT PLC.

 CUSIP: 830928107 Ticker: SKIL

 Meeting Date: 04/06/10

 1.  To Approve the Merger                         Issuer                   For          Voted - For
 2.  To Adjourn or Postpone Special Meeting, If
      Necessary, To Solicit Additional Proxies.    Issuer                   For          Voted - For

SOFTBRANDS INC.

 CUSIP: 83402A107 Ticker: SBN

 Meeting Date: 08/12/09

 1.  To Approve the Merger                         Issuer                   For          Voted - For
 2.  To Adjourn or Postpone Special Meeting, If
      Necessary, To Solicit Additional Proxies.    Issuer                   For          Voted - For

SPSS

 CUSIP: 78462K102 Ticker: SPSS

 Meeting Date: 10/02/09

 1.  To Approve the Merger                         Issuer                   For          Voted - For
 2.  To Adjourn or Postpone Special Meeting, If
      Necessary, To Solicit Additional Proxies.    Issuer                   For          Voted - For

                                                13








                                                                         
                                                      THE ARBITRAGE FUND

 PROPOSAL                                         PROPOSED BY            MGT. POSITION REGISTRANT VOTED

STARENT NETWORKS

 CUSIP: 85528P108 Ticker: STAR

 Meeting Date: 12/11/09

 1.  To Approve the Merger                         Issuer                   For          Voted - For
 2.  To Adjourn or Postpone Special Meeting, If
      Necessary, To Solicit Additional Proxies.    Issuer                   For          Voted - For

STARLIMS TECHNOLOGIES

 CUSIP: B0Q7480 US Ticker: LIMS

 Meeting Date: 02/16/10

 1.  To Approve the Merger                         Issuer                   For          Voted - For
 1a. Affiliation With Merger Participants?         Issuer                   Against      Voted - Withheld
 1b. Personal Interest In Merger?                  Issuer                   Against      Voted - Withheld

SUAI

 CUSIP: 84751T309 Ticker: SUAI

 Meeting Date: 11/10/09

 1.  To Approve the Merger                         Issuer                   For          Voted - For
 2.  To Adjourn or Postpone Special Meeting, If
      Necessary, To Solicit Additional Proxies.    Issuer                   For          Voted - For

SUMTOTAL SYSTEMS

 CUSIP: 866615107 Ticker: SUMT

 Meeting Date: 07/21/09

 1.  To Approve the Merger                         Issuer                   For          Voted - For
 2.  To Adjourn or Postpone Special Meeting, If
      Necessary, To Solicit Additional Proxies.    Issuer                   For          Voted - For

SUN MICROSYSTEMS

 CUSIP: 866810203 Ticker: JAVA

 Meeting Date: 07/16/09

 1.  To Approve the Merger                         Issuer                   For          Voted - For
 2.  To Adjourn or Postpone Special Meeting, If
      Necessary, To Solicit Additional Proxies.    Issuer                   For          Voted - For

SUNAIR SERVICES

 CUSIP: 867017105 Ticker: SNR

 Meeting Date: 12/14/09

 1.  To Approve the Merger                         Issuer                   For          Voted - For
 2.  To Adjourn or Postpone Special Meeting, If
      Necessary, To Solicit Additional Proxies.    Issuer                   For          Voted - For

                                                14








                                                                         
                                                     THE ARBITRAGE FUND

 PROPOSAL                                        PROPOSED BY            MGT. POSITION REGISTRANT VOTED

TEPPCO PARTNERS

 CUSIP: 872384102 Ticker: TPP

 Meeting Date: 10/23/09

 1. To Approve the Merger                         Issuer                   For          Voted - For

TUNDRA SEMICONDUCTOR

 CUSIP: 89972P101 Ticker: TUN CN

 Meeting Date: 06/15/09

 1. To Approve the Merger                         Issuer                   For          Voted - For

TWEEN BRANDS

 CUSIP: 901166108 Ticker: TWB

 Meeting Date: 11/25/09

 1. To Approve the Merger                         Issuer                   For          Voted - For
 2. To Adjourn or Postpone Special Meeting, If
     Necessary, To Solicit Additional Proxies.    Issuer                   For          Voted - For

VARIAN

 CUSIP: 922206107 Ticker: VARI

 Meeting Date: 10/05/09

 1. To Approve the Merger                         Issuer                   For          Voted - For
 2. To Adjourn or Postpone Special Meeting, If
     Necessary, To Solicit Additional Proxies.    Issuer                   For          Voted - For

VIGNETTE

 CUSIP: 926734401 Ticker: VIGN

 Meeting Date: 07/21/09

 1. To Approve the Merger                         Issuer                   For          Voted - For
 2. To Adjourn or Postpone Special Meeting, If
     Necessary, To Solicit Additional Proxies.    Issuer                   For          Voted - For
 3. To Approve Matters/Resolution                 Issuer                   For          Voted - For

VIRGIN MOBILE USA

 CUSIP: 92769R108 Ticker: VM

 Meeting Date: 11/24/09

 1. To Approve the Merger                         Issuer                   For          Voted - For
 2. To Adjourn or Postpone Special Meeting, If
     Necessary, To Solicit Additional Proxies.    Issuer                   For          Voted - For
 1. To Approve the Merger                         Issuer                   For          Voted - For
 2. To Adjourn or Postpone Special Meeting, If
     Necessary, To Solicit Additional Proxies.    Issuer                   For          Voted - For

                                               15








                                                                         
                                                       THE ARBITRAGE FUND

 PROPOSAL                                                   PROPOSED BY   MGT. POSITION REGISTRANT VOTED

WEST ENERGY LTD.

 CUSIP: 952696102 Ticker: WTL CN

 Meeting Date: 05/11/10

 1.   To Approve the Merger                                  Issuer          For          Voted - For

WYETH

 CUSIP: 983024100 Ticker: WYE

 Meeting Date: 07/20/09

 1.   To Approve the Merger                                  Issuer          For          Voted - For
 2.   To Adjourn or Postpone Special Meeting, If
       Necessary, To Solicit Additional Proxies.             Issuer          For          Voted - For
 3.   Vote F or Election of Robert Amen, Michael
       Critelli, Frances Fergusson, Vict or Ganzi, Robert
       Langer, John Mascotte, Raymond McGuire, Mary Lake
       Polan, Bernard Poussot, Gary Rogers, And John
       Torell III                                            Issuer          For          Voted - For
 2.   Ratification of PricewaterhouseCoopers Llp as
       Independent Registered Public Accountants             Issuer          Against      Voted - Against
 5.   To Approve Stockholder Proposal                        Issuer          Against      Voted - Against
 6. To Approve Stockholder Proposal                          Issuer          For          Voted - For

ZENITH NATIONAL INSURANCE

 CUSIP: 989390109 Ticker: ZNT

 Meeting Date: 04/29/10

 1.   To Approve the Merger                                  Issuer          For          Voted - For
 2.   To Adjourn or Postpone Special Meeting, If
       Necessary, To Solicit Additional Proxies.             Issuer          For          Voted - For

ZILOG

 CUSIP: 989524301 Ticker: ZILG

 Meeting Date: 02/17/10

 1.   To Approve the Merger                                  Issuer          For          Voted - For
 2.   To Adjourn or Postpone Special Meeting, If
       Necessary, To Solicit Additional Proxies.             Issuer          For          Voted - For

                                                          16







                                   SIGNATURES



Pursuant to the requirements of 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
President and Treasurer
Date: August 25, 2010



















                                       17