UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM N-PX ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED MANAGEMENT INVESTMENT COMPANY Investment Company Act file number 811-21279 The Merger Fund VL --------------------------------------------------- (Exact name of registrant as specified in charter) 100 Summit Lake Drive Valhalla, NY 10595 -------------------------------------------------------------------- (Address of principal executive offices) (Zip code) Frederick W. Green The Merger Fund VL 100 Summit Lake Drive Valhalla, NY 10595 --------------------------------------------------- (Name and address of agent for service) Registrant's telephone number, including area code: 914-741-5600 Date of fiscal year end: 12/31 Date of reporting period: 07/01/2003 - 06/30/2004 ITEM 1. PROXY VOTING RECORD The information contained herein discloses the following information for each matter relating to a portfolio security considered at any shareholder meeting held during the period covered by the report and with respect to which the registrant was entitled to vote: (a) The name of the issuer of the portfolio security; (b) The exchange ticker symbol of the portfolio security; (c) The Council on Uniform Securities Identification Procedures ("CUSIP") number for the portfolio security; (d) The shareholder meeting date; (e) A brief identification of the matter voted on; (f) Whether the matter was proposed by the issuer or by a security holder; (g) Whether the registrant cast its vote on the matter; (h) How the registrant cast its vote (e.g., for or against proposal, or abstain; for or withhold regarding election of directors); and (i) Whether the registrant cast its vote for or against management. The Merger Fund VL The fund held no voting securities during the reporting period and did not vote any securities or have any securities that were subject to a vote during the reporting period. 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. (Registrant) The Merger Fund VL By (Signature) /S/ Frederick W. Green ---------------------------------------- Name Frederick W. Green Title President Date 08-31-2004