EX.99.CODE ETH

                              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