Form N-PX

                     Annual Report of Proxy Voting Record of

                               The Arbitrage Funds





                  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, 2007 to June 30, 2008








                                                         The Arbitrage Fund

  Proposal                                                             Proposed by   Mgt. Position    Registrant Voted
                                                                                                   



A. G. EDWARDS, INC

  CUSIP: 281760108       Ticker: AGE


 Meeting Date: 09/28/07             Meeting Type: Special

  1. To Approve Merger                                                 Management       For              Voted - For
  2. To Adjourn or Postpone Special Meeting, if Necessary,
         to Solicit Additional Proxies.                                Management       For              Voted - For

ALLIANCE DATA SYSTEMS CORP

  CUSIP: 018581108       Ticker: ADS


 Meeting Date: 08/08/07             Meeting Type: Special

  1. To Approve Merger                                                 Management       For              Voted - For
  2. To Adjourn or Postpone Special Meeting, if Necessary,
         to Solicit Additional Proxies.                                Management       For              Voted - For

AMCOMP INC.

  CUSIP: 02342J101       Ticker: AMCP


 Meeting Date: 05/29/08             Meeting Type: Special

  1. To Approve Merger                                                 Management       For              Voted - For
  2. To Adjourn or Postpone Special Meeting, if Necessary,
         to Solicit Additional Proxies.                                Management       For              Voted - For

AMERICA FIRST APARTMENT INVESTORS, INC

  CUSIP: 02363X104       Ticker: APRO


 Meeting Date: 09/12/07             Meeting Type: Special

  1. To Approve Merger                                                 Management       For              Voted - For
  2. To Adjourn or Postpone Special Meeting, if Necessary,
         to Solicit Additional Proxies.                                Management       For              Voted - For

AMERICAN TECHNICAL CERAMICS CORP.

  CUSIP: 030137103       Ticker: AMK


 Meeting Date: 09/21/07             Meeting Type: Special

  1. To Approve Merger                                                 Management       For              Voted - For
  2. To Adjourn or Postpone Special Meeting, if Necessary,
         to Solicit Additional Proxies.                                Management       For              Voted - For

ANDREW CORPORATION

  CUSIP: 034425108       Ticker: ANDW


 Meeting Date: 12/10/07             Meeting Type: Special

  1. To Approve Merger                                                 Management       For              Voted - For
  2. To Adjourn or Postpone Special Meeting, if Necessary,
         to Solicit Additional Proxies.                                Management       For              Voted - For






                                                         The Arbitrage Fund

  Proposal                                                             Proposed by   Mgt. Position    Registrant Voted



ANGLO POTRASH LTD.

  CUSIP: 03508100        Ticker: AGP CN


 Meeting Date: 07/08/08             Meeting Type: Special

  1. To Approve the Acquisition By BHP Billiton                        Management       For              Voted - For

ANSOFT

  CUSIP: 036384105       Ticker: ANST


 Meeting Date: 07/23/08             Meeting Type: Special

  1. To Adopt And Approve Agreement And Plan of Merger.                Management       For              Voted - For
  2. To Adjourn or Postpone Special Meeting, if Necessary,
         to Solicit Additional Proxies.                                Management       For              Voted - For
  3. In Discretion of the Proxy Holders, On Any Other Matter That
         May Properly Come Before This Meeting                         Management       For              Voted - For

APPLEBEE'S INTERNATIONAL, INC

  CUSIP: 037899101       Ticker: APPB


 Meeting Date: 10/30/07             Meeting Type: Special

  1. To Approve Merger                                                 Management       For              Voted - For
  2. To Adjourn or Postpone Special Meeting, if Necessary,
         to Solicit Additional Proxies.                                Management       For              Voted - For

AQUANTIVE INC

  CUSIP: 03839G105       Ticker: AQNT


 Meeting Date: 08/09/07             Meeting Type: Special

  1. To Approve Merger                                                 Management       For              Voted - For
  2. To Adjourn or Postpone Special Meeting, if Necessary,
         to Solicit Additional Proxies.                                Management       For              Voted - For

ARMOR HOLDINGS INC

  CUSIP: 042260109       Ticker: AH


 Meeting Date: 07/25/07             Meeting Type: Special

  1. To Approve Merger                                                 Management       For              Voted - For
  2. To Adjourn or Postpone Special Meeting, if Necessary,
         to Solicit Additional Proxies.                                Management       For              Voted - For






                                                         The Arbitrage Fund

  Proposal                                                             Proposed by   Mgt. Position    Registrant Voted



ARROW INTERNATIONAL, INC

  CUSIP: 042764100       Ticker: ARRO


 Meeting Date: 09/20/07             Meeting Type: Special


 Pink Card

  1. To Approve Merger                                                 Management       For              Voted - For
  2. Election of Directors                                             Management       For              Voted - For
  3. Appointment of Price Waterhouse Coopers As Independent
         Accounting Firm                                               Management       For              Voted - For
  4. Proposal to Provide Age Limit For Directors                       Shareholder      Against          Voted - Against
  5. To Adjourn or Postpone Special Meeting, if Necessary,
         to Solicit Additional Proxies.                                Management       For              Voted - For

 Blue Card

  1. To Approve Merger                                                 Management       For              Voted - For
  2. Election of Directors                                             Shareholder                       Did Not Vote
  3. Appointment of Pricewaterhouse Coopers As Independent
         Auditors                                                      Management       For              Voted - For
  4. Proposal to Provide Age Limit For Directors                       Management       For              Voted - For
  5. To Adjourn or Postpone Special Meeting, if Necessary,
         to Solicit Additional Proxies.                                Management       For              Voted - For

 White Card

  1. To Approve Merger Shareholder Did Not Vote 3. Appointment of
  Pricewaterhouse Coopers As Independent
         Auditors                                                      Shareholder                       Did Not Vote
  4. Proposal to Provide Age Limit For Directors                       Shareholder                       Did Not Vote
  5. To Adjourn or Postpone Special Meeting, if Necessary,
         to Solicit Additional Proxies.                                Shareholder                       Did Not Vote

ASE TEST LIMITED

  CUSIP: Y02516105       Ticker: ASTSF


 Meeting Date: 05/06/08             Meeting Type: Special

  1. Approve Adoption of Arrangement                                   Management       For              Voted - For

ASPREVA PHARMACEUTICALS CORPORATION

  CUSIP: 04538T109       Ticker: ASPV


 Meeting Date: 12/17/07             Meeting Type: Special

  1a. To Approve Merger                                                Shareholder      For              Voted - For
  1b. To Approve Merger                                                Shareholder      For              Voted - For
  2. To Approve An Amendment to the Aspreva Shareholder
         Rights Plan                                                   Shareholder      For              Voted - For






                                                         The Arbitrage Fund

  Proposal                                                             Proposed by   Mgt. Position    Registrant Voted



AUTHORIZE.NET HOLDINGS

  CUSIP: 052686102       Ticker: ANET


 Meeting Date: 10/25/07             Meeting Type: Special

  1. To Approve Merger                                                 Management       For              Voted - For
  2. To Adjourn or Postpone Special Meeting, if Necessary,
         to Solicit Additional Proxies.                                Management       For              Voted - For

AVAYA INC.

  CUSIP: 053499109       Ticker: AV


 Meeting Date: 09/28/07             Meeting Type: Special

  1. To Approve Merger                                                 Management       For              Voted - For
  2. To Adjourn or Postpone Special Meeting, if Necessary,
         to Solicit Additional Proxies.                                Management       For              Voted - For

BEA SYSTEMS, INC

  CUSIP: 073325102       Ticker: BEAS


 Meeting Date: 04/04/08             Meeting Type: Special

  1. To Approve Merger                                                 Management       For              Voted - For
  2. To Adjourn or Postpone Special Meeting, if Necessary,
         to Solicit Additional Proxies.                                Management       For              Voted - For

BELL CANADA ENTERPRISES

  CUSIP: 05534B760       Ticker: BCE


 Meeting Date: 09/21/07             Meeting Type: Special

  1. To Approve Merger                                                 Management       For              Voted - For

BENTLEY PHARMACEUTICALS

  CUSIP: 082657107       Ticker: BNT


 Meeting Date: 07/22/08             Meeting Type: Special

  1. To Approve Merger                                                 Management       For              Voted - For
  2. To Adjourn or Postpone Special Meeting, if Necessary,
         to Solicit Additional Proxies.                                Management       For              Voted - For

BIOENVISION, INC

  CUSIP: 09059N100       Ticker: BIVN


 Meeting Date: 10/04/07             Meeting Type: Special

  1. To Approve Merger                                                 Management       For              Voted - For
  2. To Adjourn or Postpone Special Meeting, if Necessary,
         to Solicit Additional Proxies.                                Management       For              Voted - For
  3. To Transact Any Other Business Brought Before the
         Special Meeting                                               Management       For              Voted - For






                                                         The Arbitrage Fund

  Proposal                                                             Proposed by   Mgt. Position    Registrant Voted



BISYS GROUP INC/THE

  CUSIP: 055472104       Ticker: BSG


 Meeting Date: 07/27/07             Meeting Type: Special

  1. To Approve Merger                                                 Management       For              Voted - For
  2. To Adjourn or Postpone Special Meeting, if Necessary,
         to Solicit Additional Proxies.                                Management       For              Voted - For

CAMBRIDGE DISPLAY TECHNOLOGY, INC

  CUSIP: 132193103       Ticker: OLED


 Meeting Date: 09/19/07             Meeting Type: Special

  1. To Approve Merger                                                 Management       For              Voted - For
  2. To Adjourn or Postpone Special Meeting, if Necessary,
         to Solicit Additional Proxies.                                Management       For              Voted - For

CDW CORP

  CUSIP: 12512N105       Ticker: CDWC


 Meeting Date: 08/09/07             Meeting Type: Special

  1. To Approve Merger                                                 Management       For              Voted - For
  2. To Adjourn or Postpone Special Meeting, if Necessary,
         to Solicit Additional Proxies.                                Management       For              Voted - For

CERIDIAN CORP

  CUSIP: 156779100       Ticker: CEN


 Meeting Date: 09/12/07             Meeting Type: Special


 Pink Card

  1. To Adopt Agreement And Plan of Merger                             Management       For              Voted - For
  2. Election of Directors                                             Management       For              Voted - For
  3. Ratification of KPMG As Independent Public Accounting Firm        Management       For              Voted - For
  4. To Adjourn Meeting to Solicit Additional Proxies, if Necessary    Management       For              Voted - For

 Green Card

  1. To Approve Merger                                                 Shareholder      Against          Voted - For
  2. Election of Directors                                             Shareholder      Against          Voted - For
  3. Appointment of KPMG As Independent Auditors                       Shareholder      Against          Voted - For
  4. To Adjourn or Postpone Special Meeting, if Necessary,
         to Solicit Additional Proxies.                                Shareholder      Against          Voted - For

CHAPARRAL STEEL COMPANY

  CUSIP: 159423102       Ticker: CHAP


 Meeting Date: 09/12/07             Meeting Type: Special

  1. To Approve Merger                                                 Management       For              Voted - For
  2. To Adjourn or Postpone Special Meeting, if Necessary,
         to Solicit Additional Proxies.                                Management       For              Voted - For






                                                         The Arbitrage Fund

  Proposal                                                             Proposed by   Mgt. Position    Registrant Voted



CHC HELICOPTER CORPORATION

  CUSIP: 12541C203       Ticker: FLY/A CN


 Meeting Date: 04/29/08             Meeting Type: Special

  1. Approving Special Resolution                                      Management       For              Voted - For

CHECKFREE CORPORATION

  CUSIP: 162813109       Ticker: CKFR


 Meeting Date: 10/23/07             Meeting Type: Special

  1. To Approve Merger                                                 Management       For              Voted - For
  2. To Adjourn or Postpone Special Meeting, if Necessary,
         to Solicit Additional Proxies.                                Management       For              Voted - For

CHITTENDEN CORPORATION

  CUSIP: 170228100       Ticker: CHZ


 Meeting Date: 11/28/07             Meeting Type: Special

  1. To Approve Merger                                                 Management       For              Voted - For
  2. To Adjourn or Postpone Special Meeting, if Necessary,
         to Solicit Additional Proxies.                                Management       For              Voted - For

CHOICEPOINT, INC

  CUSIP: 170388102       Ticker: CPS


 Meeting Date: 04/16/08             Meeting Type: Special

  1. To Approve Merger                                                 Management       For              Voted - For
  2. To Adjourn or Postpone Special Meeting, if Necessary,
         to Solicit Additional Proxies.                                Management       For              Voted - For

CHOLESTECH CORPORATION

  CUSIP: 170393102       Ticker: CTEC


 Meeting Date: 09/12/07             Meeting Type: Special

  1. To Approve Merger                                                 Management       For              Voted - For
  2. To Adjourn or Postpone Special Meeting, if Necessary,
         to Solicit Additional Proxies.                                Management       For              Voted - For

CLAYTON HOLDINGS INC.

  CUSIP: 18418N107       Ticker: CLAY


 Meeting Date: 06/25/08             Meeting Type: Special

  1. To Approve Merger                                                 Management       For              Voted - For
  2. To Adjourn or Postpone Special Meeting, if Necessary,
         to Solicit Additional Proxies.                                Management       For              Voted - For






                                                         The Arbitrage Fund

  Proposal                                                             Proposed by   Mgt. Position    Registrant Voted



CLEAR CHANNEL COMMUNICATIONS, INC

  CUSIP: 184502102       Ticker: CCU


 Meeting Date: 09/25/07             Meeting Type: Special

  1. To Approve Merger                                                 Management       For              Voted - For
  2. To Adjourn or Postpone Special Meeting, if Necessary,
         to Solicit Additional Proxies.                                Management       For              Voted - For
  3. In Discretion of the Proxy Holders, On Any Other Matter That
         May Properly Come Before This Meeting                         Management       For              Voted - For

 Meeting Date: 05/27/08             Meeting Type: Special

  1. Election of Directors                                             Management       For              Voted - For
  2. Ratification of Auditors                                          Management       For              Voted - For

COGNOS INC

  CUSIP: 19244C109       Ticker: COGN


 Meeting Date: 01/14/08             Meeting Type: Special

  1. To Approve Merger                                                 Management       For              Voted - For

COINMACH SERVICE CORP.

  CUSIP: 19259W206       Ticker: DRA


 Meeting Date: 11/09/07             Meeting Type: Special

  1. To Approve Merger                                                 Management       For              Voted - For

COLOR KINETICS INC

  CUSIP: 19624P100       Ticker: CLRK


 Meeting Date: 08/22/07             Meeting Type: Special

  1. To Approve Merger                                                 Management       For              Voted - For
  2. To Adjourn or Postpone Special Meeting, if Necessary,
         to Solicit Additional Proxies.                                Management       For              Voted - For

CRESCENT REAL ESTATE EQT CO

  CUSIP: 225756105       Ticker: CEI


 Meeting Date: 08/01/07             Meeting Type: Special

  1. To Approve Merger                                                 Management       For              Voted - For
  2. To Authorize Proxies to Act Upon Other Matters That May Come
         Before the Special Meeting, at Their Discretion, Including
         Adjournment of Meeting to Solicit Further Proxies,
         if Necessary                                                  Management       For              Voted - For






                                                         The Arbitrage Fund

  Proposal                                                             Proposed by   Mgt. Position    Registrant Voted



CYTYC CORPORATION

  CUSIP: 232946103       Ticker: CYTC


 Meeting Date: 10/18/07             Meeting Type: Special

  1. To Approve Merger                                                 Management       For              Voted - For
  2. To Adjourn or Postpone Special Meeting, if Necessary,
         to Solicit Additional Proxies.                                Management       For              Voted - For

DOCUMENT SCIENCES CORP

  CUSIP: 25614R105       Ticker: DOCX


 Meeting Date: 03/03/08             Meeting Type: Special

  1. To Approve Merger                                                 Management       For              Voted - For
  2. To Adjourn or Postpone Special Meeting, if Necessary,
         to Solicit Additional Proxies.                                Management       For              Voted - For

DRAXIS HEALTH INC.

  CUSIP: 26150J101       Ticker: DRAX


 Meeting Date: 05/23/08             Meeting Type: Special

  1. To Approve Arrangement With Jubilant                              Management       For              Voted - For
  2. To Elect Directors                                                Management       For              Voted - For
  3. Appointment of Auditors                                           Management       For              Voted - For
  4. Alternative if Arrangement Isn't Approved                         Management       For              Voted - For

EDO CORPORATION

  CUSIP: 281347104       Ticker: EDQ


 Meeting Date: 12/18/07             Meeting Type: Special

  1. To Approve Merger                                                 Management       For              Voted - For
  2. To Adjourn or Postpone Special Meeting, if Necessary,
         to Solicit Additional Proxies.                                Management       For              Voted - For

ELECTRONIC CLEARING HOUSE, INC

  CUSIP: 285562500       Ticker: ECHO


 Meeting Date: 02/29/08             Meeting Type: Special

  1. To Approve Merger                                                 Management       For              Voted - For
  2. To Adjourn or Postpone Special Meeting, if Necessary,
         to Solicit Additional Proxies.                                Management       For              Voted - For

ENERGY METALS CORP

  CUSIP: 29271B106       Ticker: EMU


 Meeting Date: 07/31/07             Meeting Type: Special

  1. To Approve the Arrangement Resolution                             Management       For              Voted - For






                                                         The Arbitrage Fund

  Proposal                                                             Proposed by   Mgt. Position    Registrant Voted



EP MED SYSTEMS

  CUSIP: 26881P103       Ticker: EPMD


 Meeting Date: 07/03/08             Meeting Type: Special

  1. To Approve Merger                                                 Management       For              Voted - For

EQUITY INNS, INC

  CUSIP: 294703103       Ticker: ENN


 Meeting Date: 10/02/07             Meeting Type: Special

  1. To Approve Merger                                                 Management       For              Voted - For
  2. To Adjourn or Postpone Special Meeting, if Necessary,
         to Solicit Additional Proxies.                                Management       For              Voted - For

EVERLAST WORLDWIDE INC

  CUSIP: 300355104       Ticker: EVST


 Meeting Date: 09/19/07             Meeting Type: Special

  1. To Approve Merger                                                 Management       For              Voted - For
  2. To Adjourn or Postpone Special Meeting, if Necessary,
         to Solicit Additional Proxies.                                Management       For              Voted - For

FIRST CONSULTING GROUP, INC

  CUSIP: 31986R103       Ticker: FCGI


 Meeting Date: 01/10/08             Meeting Type: Special

  1. To Approve Merger                                                 Management       For              Voted - For
  2. To Adjourn or Postpone Special Meeting, if Necessary,
         to Solicit Additional Proxies.                                Management       For              Voted - For

FIRST DATA CORP

  CUSIP: 319963104       Ticker: FDC


 Meeting Date: 07/31/07             Meeting Type: Special

  1. To Approve Merger                                                 Management       For              Voted - For
  2. To Adjourn or Postpone Special Meeting, if Necessary,
         to Solicit Additional Proxies.                                Management       For              Voted - For

FLORIDA ROCK INDS

  CUSIP: 341140101       Ticker: FRK


 Meeting Date: 08/14/07             Meeting Type: Special

  1. To Approve Merger                                                 Management       For              Voted - For
  2. To Adjourn or Postpone Special Meeting, if Necessary,
         to Solicit Additional Proxies.                                Management       For              Voted - For

 Meeting Date: 08/15/07             Meeting Type: Special

  1. To Approve Merger                                                 Management       For              Voted - For






                                                         The Arbitrage Fund

  Proposal                                                             Proposed by   Mgt. Position    Registrant Voted


  2. To Adjourn or Postpone Special Meeting, if Necessary,
         to Solicit Additional Proxies.                                Management       For              Voted - For

FOXHOLLOW TECHNOLOGIES, INC

  CUSIP: 35166A103       Ticker: FOXH


 Meeting Date: 10/04/07             Meeting Type: Special

  1. To Approve Merger                                                 Management       For              Voted - For
  2. To Adjourn or Postpone Special Meeting, if Necessary,
         to Solicit Additional Proxies.                                Management       For              Voted - For

GMH COMMUNITIES

  CUSIP: 36188G102       Ticker: GCT


 Meeting Date: 06/10/08             Meeting Type: Special

  1. To Approve Merger                                                 Management       For              Voted - For
  2. To Adjourn or Postpone Special Meeting, if Necessary,
         to Solicit Additional Proxies.                                Management       For              Voted - For

GOLDLEAF FINANCIAL SOLUTIONS, INC.

  CUSIP: 38144H208       Ticker: GFSI


 Meeting Date: 05/21/08             Meeting Type: Special

  1. To Elect Directors                                                Management       For              Voted - For
  2. In Discretion On Such Other Matters                               Management       For              Voted - For

GOODMAN GLOBAL, INC

  CUSIP: 38239A100       Ticker: GGL


 Meeting Date: 01/11/08             Meeting Type: Special

  1. To Approve Merger                                                 Management       For              Voted - For

GRANT PRIDECO, INC

  CUSIP: 38821G101       Ticker: GRP


 Meeting Date: 04/21/08             Meeting Type: Special

  1. To Approve Merger                                                 Management       For              Voted - For

GREATER BAY BANCORP

  CUSIP: 391648102       Ticker: GBBK


 Meeting Date: 09/26/07             Meeting Type: Special

  1. To Approve Merger                                                 Management       For              Voted - For
  2. To Adjourn or Postpone Special Meeting, if Necessary,
         to Solicit Additional Proxies.                                Management       For              Voted - For






                                                         The Arbitrage Fund

  Proposal                                                             Proposed by   Mgt. Position    Registrant Voted



HARMAN INTERNATIONAL INDUSTRIES, INC

  CUSIP: 413086109       Ticker: HAR


 Meeting Date: 12/17/07             Meeting Type: Special

  2. Approval of 2007 Key Officers Bonus Plan                          Management       For              Voted - For

HEMOSENSE, INC

  CUSIP: 423691104       Ticker: HEM


 Meeting Date: 11/06/07             Meeting Type: Special

  1. To Approve Merger                                                 Management       For              Voted - For
  2. To Adjourn or Postpone Special Meeting, if Necessary,
         to Solicit Additional Proxies.                                Management       For              Voted - For

HOLOGIC, INC

  CUSIP: 436440101       Ticker: HOLX


 Meeting Date: 10/18/07             Meeting Type: Special

  1. To Increase Hologic's Shares From 90,000,000 to 300,000,000       Management       For              Voted - For
  2. To Approve Issuance of Shares to Cytyc Corp Pending Merger        Management       For              Voted - For
  3. To Approve Short Term Incentive Plan                              Management       For              Voted - For
  4. To Approve An Amendment to Hologic's Second Amended
         And Restated 1999Equity Incentive Plan                        Management       For              Voted - For
  5. To Adjourn or Postpone Special Meeting, if Necessary,
         to Solicit Additional Proxies.                                Management       For              Voted - For

HORIZON OFFSHORE, INC

  CUSIP: 44043J204       Ticker: HOFF


 Meeting Date: 12/10/07             Meeting Type: Special

  1. To Approve Merger                                                 Management       For              Voted - For
  2. To Adjourn or Postpone Special Meeting, if Necessary,
         to Solicit Additional Proxies.                                Management       For              Voted - For

HUNTSMAN CORPORATION

  CUSIP: 447011107       Ticker: HUN


 Meeting Date: 10/16/07             Meeting Type: Special

  1. To Approve Merger                                                 Management       For              Voted - For

INDUSTRAIL DISTRIBUTION GROUP, INC.

  CUSIP: 456061100       Ticker: IDGR


 Meeting Date: 06/18/08             Meeting Type: Special

  1. To Approve Merger                                                 Management       For              Voted - For
  2. To Adjourn or Postpone Special Meeting, if Necessary,
         to Solicit Additional Proxies.                                Management       For              Voted - For






                                                         The Arbitrage Fund

  Proposal                                                             Proposed by   Mgt. Position    Registrant Voted



INFRASOURCE SERVICES INC

  CUSIP: 45684P102       Ticker: IFS


 Meeting Date: 08/30/07             Meeting Type: Special

  1. To Approve Merger                                                 Management       For              Voted - For
  2. To Adjourn or Postpone Special Meeting, if Necessary,
         to Solicit Additional Proxies.                                Management       For              Voted - For

INTER-TEL INC

  CUSIP: 458372109       Ticker: INTL


 Meeting Date: 08/02/07             Meeting Type: Special

  1. To Approve Merger                                                 Management       For              Voted - Against
  2. To Adjourn or Postpone Special Meeting, if Necessary,
         to Solicit Additional Proxies.                                Management       For              Voted - Against

K2 INC

  CUSIP: 482732104       Ticker: KTO


 Meeting Date: 08/08/07             Meeting Type: Special

  1. To Approve Merger                                                 Management       For              Voted - For

KEYSTONE AUTOMOTIVE INDUSTRIES, INC

  CUSIP: 49338N109       Ticker: KEYS


 Meeting Date: 10/10/07             Meeting Type: Special

  1. To Approve Merger                                                 Management       For              Voted - For
  2. To Adjourn or Postpone Special Meeting, if Necessary,
         to Solicit Additional Proxies.                                Management       For              Voted - For

MAF BANCORP INC

  CUSIP: 55261R108       Ticker: MAFB


 Meeting Date: 08/22/07             Meeting Type: Special

  1. To Approve Merger                                                 Management       For              Voted - For
  2. To Adjourn or Postpone Special Meeting, if Necessary,
         to Solicit Additional Proxies.                                Management       For              Voted - For
  3. Election of Directors                                             Management       For              Voted - For
  4. Appointment of KPMG As Independent Auditors                       Management       For              Voted - For

MANATRON, INC

  CUSIP: 562048108       Ticker: MANA


 Meeting Date: 03/28/08             Meeting Type: Special

  1. To Approve Merger                                                 Management       For              Voted - For
  2. To Adjourn or Postpone Special Meeting, if Necessary,
         to Solicit Additional Proxies.                                Management       For              Voted - For






                                                         The Arbitrage Fund

  Proposal                                                             Proposed by   Mgt. Position    Registrant Voted



MATRIA HEALTHCARE, INC.

  CUSIP: 576817209       Ticker: MATR


 Meeting Date: 05/08/08             Meeting Type: Special

  1. To Approve Merger                                                 Management       For              Voted - For
  2. To Adjourn or Postpone Special Meeting, if Necessary,
         to Solicit Additional Proxies.                                Management       For              Voted - For

MC SHIPPING INC

  CUSIP: 55267Q104       Ticker: MCX


 Meeting Date: 09/05/07             Meeting Type: Special

  1. To Approve Merger                                                 Management                        Did Not Vote
  2. To Adjourn or Postpone Special Meeting, if Necessary,
         to Solicit Additional Proxies.                                Management                        Did Not Vote

MYERS INDUSTRIES INC

  CUSIP: 628464109       Ticker: MYE


 Meeting Date: 07/23/07             Meeting Type: Special

  1. To Adopt And Approve Agreement And Plan of Merger.                Management       For              Voted - For
  2. To Adjourn or Postpone Special Meeting, if Necessary,
         to Solicit Additional Proxies.                                Management       For              Voted - For

NAVTEQ CORPORATION

  CUSIP: 63936L100       Ticker: NVT


 Meeting Date: 12/12/07             Meeting Type: Special

  1. To Approve Merger                                                 Management       For              Voted - For
  2. To Adjourn or Postpone Special Meeting, if Necessary,
         to Solicit Additional Proxies.                                Management       For              Voted - For

NEOWARE, INC

  CUSIP: 64065P102       Ticker: NWRE


 Meeting Date: 09/27/07             Meeting Type: Special

  1. To Approve Merger                                                 Management                        Did Not Vote
  2. To Adjourn or Postpone Special Meeting, if Necessary,
         to Solicit Additional Proxies.                                Management                        Did Not Vote

NETMANAGE, INC.

  CUSIP: 641144308       Ticker: NETM


 Meeting Date: 06/17/08             Meeting Type: Special

  1. To Approve Merger                                                 Management       For              Voted - For
  2. To Adjourn or Postpone Special Meeting, if Necessary,
         to Solicit Additional Proxies.                                Management       For              Voted - For






                                                         The Arbitrage Fund

  Proposal                                                             Proposed by   Mgt. Position    Registrant Voted



NEW BRUNSWICK SCIENTIFIC CO. INC

  CUSIP: 642876106       Ticker: NBSC


 Meeting Date: 09/20/07             Meeting Type: Special

  1. To Approve Merger                                                 Management       For              Voted - For
  2. To Adjourn or Postpone Special Meeting, if Necessary,
         to Solicit Additional Proxies.                                Management       For              Voted - For

NUVEEN INVESTMENTS, INC

  CUSIP: 67090F106       Ticker: JNC


 Meeting Date: 09/18/07             Meeting Type: Special

  1. To Approve Merger                                                 Management       For              Voted - For
  2. To Adjourn or Postpone Special Meeting, if Necessary,
         to Solicit Additional Proxies.                                Management       For              Voted - For

NYMEX HOLDINGS, INC.

  CUSIP: 62948N104       Ticker: NMX


 Meeting Date: 05/20/08             Meeting Type: Special

  1. Election of Directors                                             Management       For              Voted - For
  2. Appointment of Accounting Firm                                    Management       For              Voted - For

OHIO CASUALTY CORP

  CUSIP: 677240103       Ticker: OCAS


 Meeting Date: 08/08/07             Meeting Type: Special

  1. To Approve Merger                                                 Management       For              Voted - For
  2. To Adjourn or Postpone Special Meeting, if Necessary,
         to Solicit Additional Proxies.                                Management       For              Voted - For

ON SEMICONDUCTOR CORPORATION

  CUSIP: 682189105       Ticker: ONNN


 Meeting Date: 05/14/08             Meeting Type: Special

  1. Election of Directors                                             Management       For              Voted - For
  2. Appointment of Accounting Firm                                    Management       For              Voted - For

PATHMARK STORES, INC

  CUSIP: 70322A101       Ticker: PTMK


 Meeting Date: 11/08/07             Meeting Type: Special

  1. To Approve Merger                                                 Management       For              Voted - For
  2. To Adjourn or Postpone Special Meeting, if Necessary,
         to Solicit Additional Proxies.                                Management       For              Voted - For






                                                         The Arbitrage Fund

  Proposal                                                             Proposed by   Mgt. Position    Registrant Voted



PEAK INTERNATIONAL LIMITED

  CUSIP: G69596108       Ticker: PEAK


 Meeting Date: 05/30/08             Meeting Type: Special

  1. To Amend By-laws                                                  Management       For              Voted - For
  2. To Approve Merger                                                 Management       For              Voted - For
  3. To Approve Matters/Resolution                                     Management       For              Voted - For

PEDIATRIC SERVICES OF AMERICA

  CUSIP: 705323103       Ticker: PSAI


 Meeting Date: 08/27/07             Meeting Type: Special

  1. To Approve Merger                                                 Management       For              Voted - For
  2. To Adjourn or Postpone Special Meeting, if Necessary,
         to Solicit Additional Proxies.                                Management       For              Voted - For

PERFORMANCE FOOD GROUP COMPANY

  CUSIP: 713755106       Ticker: PFGC


 Meeting Date: 05/14/08             Meeting Type: Special

  1. To Approve Merger                                                 Management       For              Voted - For
  2. To Adjourn or Postpone Special Meeting, if Necessary,
         to Solicit Additional Proxies.                                Management       For              Voted - For

PHARMION COPORATION

  CUSIP: 71715B409       Ticker: PHRM


 Meeting Date: 03/06/08             Meeting Type: Special

  1. To Approve Merger                                                 Management       For              Voted - For
  2. To Adjourn or Postpone Special Meeting, if Necessary,
         to Solicit Additional Proxies.                                Management       For              Voted - For

PLAYTEX PRODUCTS, INC

  CUSIP: 72813P100       Ticker: PYX


 Meeting Date: 09/27/07             Meeting Type: Special

  1. To Approve Merger                                                 Management       For              Voted - For
  2. To Adjourn or Postpone Special Meeting, if Necessary,
         to Solicit Additional Proxies.                                Management       For              Voted - For

POGO PRODUCING COMPANY

  CUSIP: 730448107       Ticker: PPP


 Meeting Date: 11/06/07             Meeting Type: Special

  1. To Approve Merger                                                 Management       For              Voted - For
  2. To Adjourn or Postpone Special Meeting, if Necessary,
         to Solicit Additional Proxies.                                Management       For              Voted - For






                                                         The Arbitrage Fund

  Proposal                                                             Proposed by   Mgt. Position    Registrant Voted



POLYMEDICA CORPORATION

  CUSIP: 731738100       Ticker: PLMD


 Meeting Date: 10/31/07             Meeting Type: Special

  1. To Approve Merger                                                 Management       For              Voted - For
  2. To Adjourn or Postpone Special Meeting, if Necessary,
         to Solicit Additional Proxies.                                Management       For              Voted - For

PRINTRONIX, INC

  CUSIP: 742578107       Ticker: PTNX


 Meeting Date: 12/27/07             Meeting Type: Special

  1. To Approve Merger                                                 Management       For              Voted - For
  2. To Adjourn or Postpone Special Meeting, if Necessary,
         to Solicit Additional Proxies.                                Management       For              Voted - For

PROCENTURY

  CUSIP: 74268T108       Ticker: PROS


 Meeting Date: 07/14/08             Meeting Type: Special

  1. To Approve Merger                                                 Management       For              Voted - For
  2. To Adjourn or Postpone Special Meeting, if Necessary,
         to Solicit Additional Proxies.                                Management       For              Voted - For

PUGET ENERGY, INC

  CUSIP: 745310102       Ticker: PSD


 Meeting Date: 04/16/08             Meeting Type: Special

  1. To Approve Merger                                                 Management       For              Voted - For
  2. To Adjourn or Postpone Special Meeting, if Necessary,
         to Solicit Additional Proxies.                                Management       For              Voted - For

QUNITO MINING CORP

  CUSIP: 748771102       Ticker: QU CN


 Meeting Date: 06/24/08             Meeting Type: Special

  1. To Approve the Sale of Quinto to Consolidated
  Thompson                                                             Management       For              Voted - For

REDDY ICE HOLDINGS INC

  CUSIP: 75734R105       Ticker: FRZ


 Meeting Date: 10/12/07             Meeting Type: Special

  1. To Approve Merger                                                 Management       For              Voted - For
  2. To Adjourn or Postpone Special Meeting, if Necessary,
         to Solicit Additional Proxies.                                Management       For              Voted - For






                                                         The Arbitrage Fund

  Proposal                                                             Proposed by   Mgt. Position    Registrant Voted



SIGMATEL, INC

  CUSIP: 82661W107       Ticker: SGTL


 Meeting Date: 04/21/08             Meeting Type: Special

  1. To Approve Merger                                                 Management       For              Voted - For

SLADE'S FERRY BANCORP

  CUSIP: 830896106       Ticker: SFBC


 Meeting Date: 01/17/08             Meeting Type: Special

  1. To Approve Merger                                                 Management       For              Voted - For
  2. To Adjourn or Postpone Special Meeting, if Necessary,
         to Solicit Additional Proxies.                                Management       For              Voted - For

SLM CORP

  CUSIP: 78442P106       Ticker: SLM


 Meeting Date: 08/15/07             Meeting Type: Special

  1. To Approve Merger                                                 Management       For              Voted - For
  2. To Adjourn or Postpone Special Meeting, if Necessary,
         to Solicit Additional Proxies.                                Management       For              Voted - For

SOLECTRON CORPORATION

  CUSIP: 834182107       Ticker: SLR


 Meeting Date: 09/27/07             Meeting Type: Special

  1. To Approve Merger                                                 Management       For              Voted - For
  2. To Adjourn or Postpone Special Meeting, if Necessary,
         to Solicit Additional Proxies.                                Management       For              Voted - For

STATION CASINOS INC

  CUSIP: 857689103       Ticker: STN


 Meeting Date: 08/13/07             Meeting Type: Special

  1. To Approve Merger                                                 Management       For              Voted - For
  2. To Adjourn or Postpone Special Meeting, if Necessary,
         to Solicit Additional Proxies.                                Management       For              Voted - For

STRIDE RITE CORP

  CUSIP: 863314100       Ticker: SRR


 Meeting Date: 08/16/07             Meeting Type: Special

  1. To Approve Merger                                                 Management       For              Voted - For
  2. To Adjourn or Postpone Special Meeting, if Necessary,
         to Solicit Additional Proxies.                                Management       For              Voted - For






                                                         The Arbitrage Fund

  Proposal                                                             Proposed by   Mgt. Position    Registrant Voted



SYMBION INC

  CUSIP: 871507109       Ticker: SMBI


 Meeting Date: 08/15/07             Meeting Type: Special

  1. To Approve Merger                                                 Management       For              Voted - For
  2. To Adjourn or Postpone Special Meeting, if Necessary,
         to Solicit Additional Proxies.                                Management       For              Voted - For

TIERONE CORPORATION

  CUSIP: 88650R108       Ticker: TONE


 Meeting Date: 11/29/07             Meeting Type: Special

  1. To Approve Merger                                                 Management       For              Voted - For
  2. To Adjourn or Postpone Special Meeting, if Necessary,
         to Solicit Additional Proxies.                                Management       For              Voted - For

TRANE INC.

  CUSIP: 892893108       Ticker: TT


 Meeting Date: 06/05/08             Meeting Type: Special


 Part 1

  1. To Approve Merger                                                 Management       For              Voted - For
  2. To Adjourn or Postpone Special Meeting, if Necessary,
         to Solicit Additional Proxies.                                Management       For              Voted - For

TRIZETTO

  CUSIP: 896882107       Ticker: TZIX


 Meeting Date: 06/30/08             Meeting Type: Special

  1. To Approve Merger                                                 Management       For              Voted - For
  2. To Adjourn or Postpone Special Meeting, if Necessary,
         to Solicit Additional Proxies.                                Management       For              Voted - For

US BIOENERGY CORPORATION

  CUSIP: 90342V109       Ticker: USBE


 Meeting Date: 03/31/08             Meeting Type: Special

  1. To Approve Merger                                                 Management       For              Voted - For
  2. To Adjourn or Postpone Special Meeting, if Necessary,
         to Solicit Additional Proxies.                                Management       For              Voted - For

VISUAL SCIENCES INC

  CUSIP: 92845H108       Ticker: VSCI


 Meeting Date: 01/17/08             Meeting Type: Special

  1. To Approve Merger                                                 Management       For              Voted - For
  2. To Adjourn or Postpone Special Meeting, if Necessary,
         to Solicit Additional Proxies.                                Management       For              Voted - For






                                                         The Arbitrage Fund

  Proposal                                                             Proposed by   Mgt. Position    Registrant Voted



WASHINGTON GROUP INTERNATIONAL, INC

  CUSIP: 938862208       Ticker: WNG


 Meeting Date: 10/30/07             Meeting Type: Special

  1. To Approve Merger                                                 Management       For              Voted - For
  2. To Adjourn or Postpone Special Meeting, if Necessary,
         to Solicit Additional Proxies.                                Management       For              Voted - For

 Meeting Date: 11/15/07             Meeting Type: Special

  1. To Approve Merger                                                 Management       For              Voted - For
  2. To Adjourn or Postpone Special Meeting, if Necessary,
         to Solicit Additional Proxies.                                Management       For              Voted - For

WASTE INDUSTRIES USA, INC.

  CUSIP: 941057101       Ticker: WWIN


 Meeting Date: 05/08/08             Meeting Type: Special


 Part 1

  1. To Approve Merger                                                 Management       For              Voted - For
  2. To Adjourn or Postpone Special Meeting, if Necessary,
         to Solicit Additional Proxies.                                Management       For              Voted - For
  3. To Vote Upon Other Matters Before the Special Meeting             Management       For              Voted - For

WESTERN OIL SANDS INC

  CUSIP: 959053109       Ticker: WTO.CN


 Meeting Date: 10/16/07             Meeting Type: Special

  1. To Approve Merger                                                 Shareholder      For              Voted - For
  2. Approving Stock Option Plan For New Westernzagros                 Shareholder      For              Voted - For
  3. Approve Shareholder Rights Plan For New Westernzagros             Shareholder      For              Voted - For
  4. Approve A Private Placement of Common Shares of
         New Westernzagros                                             Shareholder      For              Voted - For

WILLIAMS SCOTSMAN INTERNATIONAL, INC

  CUSIP: 96950G102       Ticker: WLSC


 Meeting Date: 10/29/07             Meeting Type: Special

  1. To Approve Merger                                                 Management       For              Voted - For
  2. To Adjourn or Postpone Special Meeting, if Necessary,
         to Solicit Additional Proxies.                                Management       For              Voted - For









                                   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 31, 2008