EXHIBIT A1
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                              THE MERGER FUND
                            THE MERGER FUND VL

                              CODE OF ETHICS
       FOR PRINCIPAL EXECUTIVE OFFICER & PRINCIPAL FINANCIAL OFFICER

     The Merger Fund and The Merger Fund VL (together the "Funds")  require
their Principal Executive  Officer, Principal Financial  Officer, or  other
Fund officers performing similar  functions (the "Principal Officers"),  to
maintain the highest  ethical and  legal standards  while performing  their
duties and responsibilities to the Funds, with particular emphasis on those
duties that  relate  to the  preparation  and reporting  of  the  financial
information of  the Funds.  The following  principles and  responsibilities
shall govern the professional conduct of the Principal Officers:

1.   HONEST AND ETHICAL CONDUCT

     The Principal Officers shall act with honesty and integrity,  avoiding
actual or  apparent  conflicts of  interest  in personal  and  professional
relationships, and shall  report any material  transaction or  relationship
that reasonably could  be expected to  give rise to  such conflict  between
their interests and those of a Fund to the Audit Committee, the full  Board
of Trustees of the Funds, and, in addition, to any other appropriate person
or entity that  may reasonably  be expected to  deal with  any conflict  of
interest in a timely and expeditious manner.

     The Principal Officers shall act in good faith, responsibly, with  due
care, competence and diligence,  without misrepresenting material facts  or
allowing their independent judgment to be subordinated or compromised.

2.   FINANCIAL RECORDS AND REPORTING

     The Principal Officers shall provide full, fair, accurate, timely  and
understandable disclosure in the reports and/or other documents to be filed
with or  submitted  to the  Securities  and Exchange  Commission  or  other
applicable body  by a  Fund, or  that is  otherwise publicly  disclosed  or
communicated. The Principal Officers shall comply with applicable rules and
regulations of federal, state, and local governments, and other appropriate
private and public regulatory agencies.

     The  Principal   Officers  shall   respect  the   confidentiality   of
information acquired in  the course of  their work and  shall not  disclose
such information except when authorized  or legally obligated to  disclose.
The Principal Officers  will not use  confidential information acquired  in
the course of their duties as Principal Officers.

     The Principal  Officers  shall  share knowledge  and  maintain  skills
important and  relevant  to the  Funds'  needs; shall  proactively  promote
ethical behavior of  the Funds' employees  and as a  partner with  industry
peers and  associates;  and shall  maintain  control over  and  responsibly
manage assets and resources employed or entrusted to them by the Funds.

3.   COMPLIANCE WITH LAWS, RULES AND REGULATIONS

     The Principal  Officers shall  establish  and maintain  mechanisms  to
oversee the compliance of the Funds with applicable federal, state or local
law, regulation or administrative rule, and to identify, report and correct
in a  swift and  certain manner,  any detected  deviations from  applicable
federal, state or local law, regulation or rule.

4.   COMPLIANCE WITH THIS CODE OF ETHICS

     The Principal Officers  shall promptly report  any violations of  this
Code of Ethics to the Audit Committee as well as the full Board of Trustees
of the Funds  and shall be  held accountable for  strict adherence to  this
Code of Ethics.  A proven  failure to  uphold the  standards stated  herein
shall be grounds for such sanctions  as shall be reasonably imposed by  the
Board of Trustees of the Funds.

5.   AMENDMENT AND WAIVER

     This Code of Ethics may only be amended or modified by approval of the
Board of  Trustees. Any  substantive amendment  that  is not  technical  or
administrative in nature or any material waiver, implicit or otherwise,  of
any provision of  this Code of  Ethics, shall be  communicated publicly  in
accordance with Item 2  of Form N-CSR under  the Investment Company Act  of
1940.

ADOPTED BY THE BOARD OF TRUSTEES ON APRIL 16, 2003