THE ARBITRAGE FUNDS
WRITTEN INSTRUMENT FIXING NUMBER OF TRUSTEES
THE UNDERSIGNED, being the sole Trustee of THE ARBITRAGE FUNDS, a Delaware
business trust (the "Trust"), does hereby state in writing in accordance with
the laws of the State of Delaware and Section 2.1 of Article II of the
Declaration of Trust of the Trust that as of May 24, 2000, the number of
Trustees of the Trust shall be four.
IN WITNESS WHEREOF, the undersigned has executed this Written Instrument
Fixing the Number of Trustees effective the 24th the day of May 2000.
/S/ JOHN S. ORRICO MAY 24, 2000
___________________ ______________________
John S. Orrico Date
Trustee