among

Exhibit 8(hh)(i)

Participation Agreement

among

The Merger Fund VL,

Westchester Capital Management, Inc.

and

Jefferson National Life Insurance Company

TABLE OF CONTENTS

Page
----

ARTICLE I. FUND SHARES....................................................2

ARTICLE II. REPRESENTATIONS AND WARRANTIES.................................4

ARTICLE III. PROSPECTUSES, REPORTS TO SHAREHOLDERS AND
PROXY STATEMENTS; VOTING.......................................6

ARTICLE IV. SALES MATERIAL AND INFORMATION.................................8

ARTICLE V. DIVERSIFICATION................................................9

ARTICLE VI. POTENTIAL CONFLICTS............................................9

ARTICLE VII. INDEMNIFICATION...............................................10

ARTICLE VIII. FEES, COSTS AND EXPENSES......................................16

ARTICLE IX. APPLICABLE LAW................................................16

ARTICLE X. TERMINATION...................................................16

ARTICLE XI. SHAREHOLDER INFORMATION.......................................18

ARTICLE XII. NOTICES.......................................................20

ARTICLE XIII. MISCELLANEOUS.................................................20

PARTICIPATION AGREEMENT

THIS AGREEMENT, effective as of the 1st day of May, 2010 by and among The
Merger Fund VL, a Delaware statutory trust (the "Fund"), Westchester Capital
Management, Inc., a New York corporation (the "Adviser") and Jefferson National
Life Insurance Company (the "Company"), a Texas life insurance company, on its
behalf and on behalf of each separate account set forth on Schedule A attached
hereto as it may be amended from time to time (the "Separate Accounts").

WHEREAS, the Fund is an open-end management investment company registered
under the Investment Company Act of 1940, as amended (the "1940 Act"), and is
available to act as the investment vehicle for separate accounts established by
insurance companies for life insurance policies and annuity contracts;

WHEREAS, the Fund intends to make available shares of the Fund (the
"Shares") to the Separate Accounts;

WHEREAS, the Adviser is registered as an investment adviser under the
Investment Advisers Act of 1940, as amended, and serves as the investment
adviser to the Fund;

WHEREAS, the Company is an insurance company which will issue the variable
annuity and/or variable life insurance policies (the "Contracts") which are
funded through the Separate Accounts and which Contracts shall be registered
under the Securities Act of 1933, as amended (the "1933 Act") and such Separate
Accounts shall be registered under the 1940 Act;

WHEREAS, to the extent permitted by applicable insurance laws and
regulations, the Company intends to purchase the Shares on behalf of the
Separate Accounts to fund the Contracts; and

WHEREAS, the Fund has received an order from the Securities Exchange
Commission ("SEC") granting participating insurance companies as described
therein and variable annuity separate accounts and variable life insurance
separate accounts relief from the provisions of Sections 9(a), 13(a), 15(a), and
15(b) of the 1940 Act and Rules 6e-2(b)(15) and 6e-3(T)(b)(15) thereunder, to
the extent necessary to permit shares of the Fund to be sold to and held by (i)
separate accounts funding variable annuity and variable life insurance contracts
issued by both affiliated and unaffiliated life insurance companies, (ii)
qualified pension and retirement plans outside of the separate account context,
(iii) separate accounts that are not registered as investment companies under
the 1940 Act pursuant to exemptions from registration under Section 3(c) of the
1940 Act, (iv) the Adviser; and (v) any other person permitted to hold shares of
the Fund pursuant to Treasury Regulation ss.1.817-5, including the general
account of any life insurance company, or certain related corporations, whose
separate account holds, or will hold, shares of the Fund (the "Mixed and Shared
Funding Exemptive Order").

NOW, THEREFORE, in consideration of their mutual promises, the Fund the
Adviser and the Company agree as follows:

ARTICLE I. FUND SHARES

1.1. The Fund agrees to make the Shares available for purchase on each Business
Day, as defined below, by the Separate Accounts. The Fund will execute orders
placed for each Separate Account on a daily basis at the net asset value of the
Shares next computed after receipt and acceptance by the Fund or its designee of
such order.

A. For purposes of this Agreement, the Company shall be the designee of
the Fund for receipt of orders from each Separate Account and receipt by the
Company constitutes receipt by the Fund, provided that the Fund receives notice
of orders by 9:30 a.m. (Eastern time) on the next following Business Day.

B. For purposes of this Agreement, "Business Day" shall mean any day on
which the New York Stock Exchange is open for trading and on which the Fund
calculates the net asset value of the Shares pursuant to the rules of the SEC,
as set forth in the prospectus of the Fund.

C. Notwithstanding the foregoing, series of the Fund that may be
established in the future will be made available to the Company only upon mutual
agreement by the parties hereto.

1.2. The Board of Trustees of the Fund (the "Board"), acting in good faith and
in the exercise of its fiduciary responsibilities, may refuse to permit the Fund
to sell Shares to any person, or suspend or terminate the offering of Shares if
such action is required by law or by regulatory authorities having jurisdiction
over the sale of Shares or is, in the sole discretion of the Board, acting in
good faith and in light of its fiduciary duties under federal and any applicable
state laws, in the best interests of the Fund's shareholders.

1.3. The Fund agrees that Shares will be sold only to insurance companies for
use in conjunction with variable life insurance policies or variable annuities.
No Shares will be sold to the general public.

1.4. The Fund agrees to redeem for cash, upon the Company's request, any full or
fractional Shares held by the Company, executing such requests on a daily basis
at the net asset value next computed after receipt and acceptance by the Fund or
its agent of the request for redemption. Redemptions will be processed and
payments will be made normally within one day after receipt of such redemption
orders by the Fund or its designee. Payment will be made in federal funds
transmitted by wire to the Company's account as designated by the Company in
writing from time to time. The Fund may suspend redemptions, if permitted by the
1940 Act, for any period during which the New York Stock Exchange is closed or
during which trading is restricted by the SEC or the SEC declares that an
emergency exists. Redemptions may also be suspended by the Fund during other
periods permitted by the SEC for the protection of the Fund's shareholders. The
Fund will not bear any responsibility whatsoever for the proper disbursement or
crediting of redemption proceeds; the Company alone will be responsible for such
action.

A. For the purposes of this Agreement, the Company shall be the designee
of the Fund for receipt of redemption requests from each Separate Account and
receipt by the Company constitutes receipt by the Fund, provided that the Fund
receives notice of the redemption request by 9:30 a.m. (Eastern time) on the
next following Business Day.

1.5. The Company agrees that purchases and redemptions of Shares offered by the
then current prospectus of the Fund shall be made in accordance with the
provisions of such prospectus and in accordance with all applicable laws and
regulations.

A. The Company will place one net order each day to purchase or redeem
Shares. Each order shall describe the net amount of Shares and dollar amount of
Shares to be purchased or redeemed.

B. In the event of net purchases, the Company will pay for Shares on the
same Business Day that the Fund receives notice of an order to purchase Shares.
Payment will be made in federal funds transmitted by wire.

1.6. Issuance and transfer of the Shares will be by book entry only. Share
certificates will not be issued to the Company or any Separate Account. Shares
purchased will be recorded with an appropriate title for each Separate Account
or the appropriate sub-account of each Separate Account. The Fund shall furnish
to the Company the CUSIP number assigned to the Shares.

1.7. The Fund shall furnish the Company with same day notice of any dividends or
capital gain distributions payable on the Shares, but by no later than 6:30 p.m.
Eastern time on the declaration date (by wire or telephone, followed by written
confirmation). The Company elects to reinvest all such dividends and capital
gain distributions in additional Shares at the net asset value on the
ex-dividend date. The Fund shall notify the Company of the number of Shares
issued as payment of dividends and distributions. The Company reserves the right
to revoke this election and to receive all such dividends and capital gain
distributions in cash.

1.8. The Fund shall provide the net asset value per Share to the Company on a
daily basis, as soon as reasonably practical after the net asset value per Share
is calculated. The Fund shall use its best efforts to make such net asset value
per Share available by 6:30 p.m. Eastern time. Information specified in this
Section and Section 1.7 will be substantially in the form as set forth in
Schedule C attached hereto.

A. If the Fund provides materially incorrect Share net asset value
information through no fault of the Company, the Separate Accounts shall be
entitled to an adjustment with respect to the Shares purchased or redeemed to
reflect the correct net asset value per Share.

B. The determination of the materiality of any net asset value pricing
error and its correction shall be based on the Fund's procedures regarding these
errors. Any material error in the calculation or reporting of net asset value
per Share, dividend or capital gain information shall be reported promptly to
the Company upon discovery. The Fund shall indemnify and hold harmless the
Company against any amount the Company is legally required to pay Contract
owners who have selected the Shares as an investment option, and which amount is
due to the Fund's or its agents' material miscalculation and/or incorrect
reporting of the daily net asset value, dividend rate or capital gains
distribution rate. The Company shall submit an invoice to the Fund or its agents
for such losses incurred as a result of the above which shall be payable within
sixty (60) days of receipt. Should a material miscalculation by the Fund or its
agents result in a gain to the Company, the Company shall immediately reimburse
the Fund or its agents for any losses incurred by the Fund or its agents as a
result of the incorrect calculation. Should a

material miscalculation by the Fund or its agents result in a gain to Contract
owners, the Company will consult with the Fund or its designee as to what
reasonable efforts shall be made to recover the money and repay the Fund or its
agents. The Company shall then make such reasonable effort, at the expense of
the Fund or its agents, to recover the money and repay the Fund or its agents,
but the Company shall not be obligated to take legal action against Contract
owners.

With respect to the material errors or omissions described above, this section
shall control over other indemnification provisions in this Agreement.

1.9. The Company may withdraw a Separate Account's investment in the Fund only
(i) as necessary to facilitate Contract owner requests; (ii) upon a
determination by a majority of the Board, or a majority of disinterested
Trustees, that a material irreconcilable conflict exists among (x) the interests
of all Contract owners or (y) the interests of the insurance companies investing
in the Fund; (iii) upon requisite vote of the Contract owners having an interest
in the Shares; (iv) as required by state and/or federal laws or regulations or
judicial or other legal precedent of general implication; (v) upon sixty (60)
days' advance written notice; or (vi) as permitted by an order of the SEC
pursuant to Section 26(b) of the 0000 Xxx.

1.10. The parties acknowledge that market timing, short-term trading or
excessive trading (hereinafter "Market Timing") may be harmful to the Fund. The
Fund and the Adviser reserve the right to revoke, reject or cancel purchase
orders for Shares made by the Company that the Fund or the Adviser reasonably
believe are attributable to holders of Contracts or their agents who engage in
Market Timing.

The Fund and the Adviser shall not be responsible for any losses or costs
incurred by the Company, a Separate Account or Contract holders as a result of
the revocation, rejection or cancellation of orders in furtherance of the
prevention of Market Timing.

ARTICLE II. REPRESENTATIONS AND WARRANTIES

2.1. The Company represents and warrants that:

A. The Contracts are or will be registered under the 1933 Act unless
exempt and that the registrations will be maintained to the extent required by
law.

B. The Contracts will be issued in material compliance with all applicable
federal and state laws and regulations.

C. The Company is an insurance company duly organized and in good standing
under applicable law.

D. The Company has legally and validly established each Separate Account
prior to any issuance or sale as a segregated asset account under the Texas
Insurance Code and has registered each Separate Account as a unit investment
trust in accordance with the 1940 Act.

E. The Contracts are currently and at the time of issuance will be treated
as variable contracts within the meaning of Treas. Reg. Sec. 1.817-5(f)(2)(i)(B)
and further represents that it

will make every effort to maintain such treatment and that it will notify the
Fund and the Adviser immediately upon having a reasonable basis for believing
that the Contracts have ceased to be so treated or that they might not be so
treated in the future.

F. The Company will not purchase Shares with assets derived from
tax-qualified retirement plans except, indirectly, through Contracts purchased
in connection with such plans.

G. The Company will purchase and redeem the Shares offered by the then
current prospectus of the Fund and in accordance with all applicable laws and
regulations and with the provisions of such prospectus.

H. The Company shall not, without prior notice to the Fund (unless
otherwise required by applicable law), take any action to operate any of the
Separate Accounts as a management investment company under the 1940 Act.

I. The Company shall not, without prior notice to the Fund, induce
Contract owners to vote on any matter submitted for consideration by the
shareholders of the Fund in a manner other than as recommended by the Board.

J. The Company has adopted and will continue to have in place an
anti-money laundering program ("AML Program") that complies with the Bank
Secrecy Act, as amended by the USA PATRIOT Act, and any future amendments (the
"PATRIOT Act," and together with the Bank Secrecy Act, the "Act"), the rules and
regulations under the Act, and the rules and regulations promulgated thereunder.
The Company further represents that its AML Program will provide for screening
all new and existing customers against the Office of Foreign Asset Control list
and any other government list that is or becomes required under the Act, and
allow for appropriate regulators to examine the Company's AML Program books and
records.

K. The Company (i) will comply with all laws or regulations, including the
1933 Act and the rules promulgated thereunder, the 1940 Act and the rules
promulgated thereunder, and anti-money laundering laws and regulations, whether
currently in force or subsequently enacted, applicable to the purchase of Shares
or to the Separate Accounts or Contracts and will assist the Fund, to the extent
reasonably requested by the Fund, in complying with such laws and regulations
applicable to the Fund; (ii) will comply with all contractual provisions
applicable to its relationship with the Fund; and (iii) has adequate policies,
procedures and practices to ensure continued compliance with items (i) through
(ii) above.

L. All of the Company's employees and agents who deal with the money
and/or securities of the Fund are and shall continue to be at all times covered
by a blanket fidelity bond or similar coverage in an amount not less than that
required to be maintained by entities subject to the requirements of Rule 17g-1
of the 1940 Act. The aforesaid bond shall include coverage for larceny and
embezzlement and shall be issued by a reputable bonding company. The Company
shall make all reasonable efforts to see that this bond or another bond
containing these same provisions is always in effect, and agrees to notify the
Fund in the event such coverage no longer applies.

2.2. The Fund represents and warrants that:

A. Shares sold pursuant to this Agreement shall be registered under the
1933 Act and the regulations thereunder to the extent required.

B. Shares shall be duly authorized for issuance in accordance with the
laws of each jurisdiction in which Shares will be offered.

C. Shares shall be sold in material compliance with all applicable federal
and state securities laws and regulations.

D. The Fund is and shall remain registered under the 1940 Act and the
regulations thereunder to the extent required.

E. The Fund shall amend its registration statement under the 1933 Act and
the 1940 Act, from time to time, as required in order to effect the continuous
offering of the Shares.

F. The Fund is currently qualified as a "regulated investment company"
under Subchapter M of the Internal Revenue Code of 1986, as amended, (the
"Code"). The Fund will make every effort to maintain such qualification and will
notify the Company immediately in writing upon having a reasonable basis for
believing that the Fund has ceased to qualify or that the Fund might not qualify
in the future.

G. The Fund is duly organized and validly existing under the laws of the
state of its organization.

H. The Fund does and will comply in all material respects with the 1940
Act.

I. The Fund has obtained an order from the SEC granting participating
insurance companies and variable insurance product separate accounts exemptions
from certain provisions of the 1940 Act and the rules thereunder, to the extent
necessary to permit shares of the Fund to be sold to and held by variable
insurance product separate accounts of both affiliated and unaffiliated life
insurance companies.

J. All of the Fund's trustees, officers, employees and other
individuals/entities who deal with the money and/or securities of the Fund are
and shall continue to be at all times covered by a blanket fidelity bond or
similar coverage for the benefit of the Fund in an amount not less than that
required by Rule 17g-1 under the 1940 Act. The aforesaid bond shall include
coverage for larceny and embezzlement and shall be issued by a reputable bonding
company. The Fund shall make all reasonable efforts to see that this bond or
another bond containing these same provisions is always in effect, and agrees to
notify the Company in the event such coverage no longer applies.

ARTICLE III. PROSPECTUSES, REPORTS TO SHAREHOLDERS
AND PROXY STATEMENTS; VOTING

3.1. The Fund shall provide the Company with as many printed copies of the
current prospectus(es), statement of additional information, proxy statements,
annual reports and semi annual reports of the Fund, and any supplements or
amendments to any of the foregoing, as the Company may reasonably request. If
requested by the Company in lieu of the foregoing printed

documents, the Fund shall provide such documents in electronic format as the
Company may reasonably request, and such other assistance as is reasonably
necessary in order for the Company to have any of the prospectus(es), statement
of additional information, proxy statements, annual reports and semi annual
reports of the Fund, and any supplements or amendments to any of the foregoing,
printed in combination with such documents of other fund companies' and/or such
documents for the Contracts. Expenses associated with providing, printing and
distributing such documents shall be allocated in accordance with Schedule B
attached to this Agreement.

3.2. The Fund will provide the Company with copies of its proxy solicitations
applicable to the Shares. The Company will, to the extent required by law, (a)
distribute proxy materials applicable to the Shares to eligible Contract owners,
(b) solicit voting instructions from eligible Contract owners, (c) vote the
Shares in accordance with instructions received from Contract owners; and (d) if
required by law, vote Shares for which no instructions have been received in the
same proportion as Shares for which instructions have been received.

A. To the extent permitted by applicable law, the Company reserves the
right to vote Shares held in any Separate Account in its own right, subject to
the requirements of this Section.

B. Unregistered separate accounts subject to the Employee Retirement
Income Security Act of 1974, as amended ("ERISA") will refrain from voting
Shares for which no instructions are received if such Shares are held subject to
the provisions of ERISA.

3.3. The Fund will comply with all provisions of the 1940 Act and the rules
thereunder requiring voting by shareholders.

3.4. Notwithstanding any other provision to the contrary in this Agreement, with
respect to the Separate Accounts, the Company represents and warrants that:

X. Xxxxxxxxx National Securities Corporation is the principal distributor
for each such Separate Account and any subaccounts thereof and is a registered
broker-dealer with the SEC under the 1934 Act;

B. The Shares are and will continue to be the only investment securities
held by the corresponding subaccounts; and

C. The Company, on behalf of the corresponding subaccount, will:

(i) vote such Shares held by it in the same proportion as the vote
of all other holders of such Shares; and

(ii) refrain from substituting Shares of another security for such
Shares unless the SEC has approved such substitution in the
manner provided in Section 26 of the 1940 Act.

ARTICLE IV. SALES MATERIAL AND INFORMATION

4.1. The Company shall furnish, or shall cause to be furnished, to the Fund,
prior to its use, each piece of sales literature or advertising prepared by the
Company in which the Fund or the Adviser is described. No sales literature or
advertising will be used if the Fund or the Adviser reasonably objects to its
use within five (5) Business Days following receipt by the Fund.

4.2. The Company will not, without the permission of the Fund, make any
representations or statements on behalf of the Fund or the Adviser or concerning
the Fund or the Adviser in connection with the advertising or sale of the
Contracts, other than information or representations contained in: (a) the
Fund's registration statement or prospectus(es), (b) the Fund's annual and semi
annual reports to shareholders, (c) proxy statements for the Shares, or (d)
sales literature or other promotional material approved by the Fund.

4.3. The Fund shall furnish, or shall cause to be furnished, to the Company
prior to use, each piece of sales literature or advertising prepared by the Fund
in which the Company, the Contracts or Separate Accounts, are described. No
sales literature or advertising will be used if the Company reasonably objects
to its use within five (5) Business Days following receipt by the Company.

4.4. Neither the Fund nor the Adviser will, without the permission of the
Company, make any representations or statements on behalf of the Company, the
Contracts or the Separate Accounts or concerning the Company, the Contracts or
the Separate Accounts in connection with the advertising or sale of the
Contracts, other than the information or representations contained in: (a) the
registration statement or prospectus for the Contracts, (b) Separate Account
reports to shareholders, or (c) in sales literature or other promotional
material approved by the Company.

4.5. The Fund will provide to the Company at least one complete copy of all
registration statements, prospectuses, statements of additional information,
reports to shareholders, proxy statements, solicitations for voting
instructions, sales literature and other promotional materials, applications for
exemptions and requests for no-action letters, and all amendments, that relate
to the Fund or the Shares within a reasonable time after the filing of each such
document with the SEC or the Financial Industry Regulatory Authority ("FINRA").

4.6. The Company will provide to the Fund at least one complete copy of all
private placement memoranda (and amendments), registration statements,
prospectuses, statements of additional information, reports, solicitations for
voting instructions (if applicable), sales literature and other promotional
materials, applications for exemptions, and requests for no-action letters, and
all amendments, that relate to the Contracts within a reasonable time after the
filing of such document with the SEC or FINRA, or if not so filed,
contemporaneous with its first use.

4.7. The Company hereby consents to the use by the Fund or the Adviser of the
names of the Separate Accounts in connection with marketing the Fund, subject to
the terms of this Article IV. The Company hereby consents to the use of any
trademark, trade name, service xxxx or logo used by the Separate Accounts by the
Fund or the Adviser subject to the prior written approval of the Company of such
use and in accordance with the reasonable requirements of the Company. Such
consent will terminate following the termination of this Agreement as soon as
Shares are

no longer offered through variable insurance contracts issued by the Company and
no Separate Account owns any Shares.

ARTICLE V. DIVERSIFICATION

5.1. The Fund and the Adviser represent and warrant that, at all times, the Fund
will comply with Section 817 of the Code and all regulations thereunder,
relating to the diversification requirements for variable annuity, endowment, or
life insurance contracts and any amendments or other modifications to such
Section or regulations. In the event the Fund ceases to so qualify, the Fund
will notify the Company immediately of such event and the Adviser will take all
steps necessary to adequately diversify the Fund so as to achieve compliance
within the grace period afforded by Treasury Regulation ss.1.817-5. Upon
request, the Fund will provide the Company with a certification of its
compliance with this Article as of the most recent calendar quarter end.

ARTICLE VI. POTENTIAL CONFLICTS

6.1. The Board will monitor the Fund for the existence of any material
irreconcilable conflict between the interests of the Contract owners of all
separate accounts investing in the Fund. The Board shall promptly inform the
Company if it determines that an irreconcilable material conflict exists and the
implications thereof.

6.2. The Company will report any potential or existing material irreconcilable
conflict of which it is aware promptly to the Board. The Company agrees to
promptly provide the Board with all information reasonably necessary for the
Board to consider any issues raised.

6.3. If it is determined by a majority of the Board, or a majority of its
independent Trustees, that a material irreconcilable conflict exists due to
issues relating to the Contracts, the Company will, at its expense and to the
extent reasonably practicable, take whatever steps necessary to remedy or
eliminate the irreconcilable material conflict, including, without limitation,
withdrawal of the affected Separate Account's investment in the Fund. No charge
or penalty will be imposed as a result of such withdrawal, and the Company will
carry out these responsibilities with a view only to the interests of Contract
owners.

6.4. If a material irreconcilable conflict arises because a particular state
insurance regulator's decision applicable to the Company conflicts with the
majority of other state insurance regulators, then the Company will, at its
expense, withdraw the affected sub-account of the Separate Account's investment
in the Fund and terminate this Agreement with respect to such sub-account;
provided, however, that such withdrawal and termination will be limited to the
extent required by the foregoing material irreconcilable conflict as determined
by a majority of the disinterested Trustees of the Board. No charge or penalty
will be imposed as a result of such withdrawal. Any such withdrawal and
termination must take place within six (6) months after the Fund gives written
notice to the Company that this provision is being implemented. Until the end of
such six-month period the Adviser and Fund will, to the extent permitted by law
and any exemptive relief previously granted to the Fund, continue to accept and
implement orders by the Company for the purchase (and redemption) of Shares.

6.5. The Company, at the request of the Adviser, will, at least annually, submit
to the Board such reports, materials or data as the Board may reasonably request
so that the Board may fully

carry out its obligations. All reports received by the Board of potential or
existing conflicts, and all Board action with regard to determining the
existence of a conflict, and determining whether any proposed action adequately
remedies a conflict, shall be properly recorded in the minutes of the Board or
other appropriate records, and such minutes or other records shall be made
available to the SEC upon request.

6.6. For purposes of Sections 6.4 through 6.6 of this Agreement, a majority of
the disinterested Trustees will determine whether any proposed action adequately
remedies any material irreconcilable conflict, but in no event will the Fund be
required to establish a new funding medium for the Contracts. The Company will
not be required by Section 6.3 to establish a new funding medium for the
Contracts if an offer to do so has been declined by vote of a majority of
Contract owners affected by the material irreconcilable conflict. In the event
that the Board determines that any proposed action does not adequately remedy
any material irreconcilable conflict, then the Company will withdraw the
Separate Account's investment in the Fund and terminate this Agreement within
six (6) months after the Fund informs the Company in writing of the foregoing
determination; provided, however, that such withdrawal and termination shall be
limited to the extent required by any such material irreconcilable conflict as
determined by a majority of the disinterested Trustees.

6.7. If and to the extent that Rule 6e-2 and Rule 6e-3(T) are amended, or Rule
6e-3 is adopted, to provide exemptive relief from any provision of the 1940 Act
or the rules promulgated thereunder with respect to Mixed or Shared Funding (as
defined in the Mixed and Shared Funding Exemptive Order) on terms and conditions
materially different from those contained in the Mixed and Shared Funding
Exemptive Order, then: (a) the Fund and the Company, as appropriate, will take
such steps as may be necessary to comply with Rules 6e-2 and 6e-3(T), as
amended, and Rule 6e-3, as adopted, to the extent such rules are applicable; and
(b) the applicable Sections of this Agreement will continue in effect only to
the extent that terms and conditions thereof are substantially identical to such
Sections that are contained in such Rule(s) as so amended or adopted.

6.8. If and to the extent that the SEC promulgates new rules or regulations with
respect to mixed or shared funding on terms and conditions materially different
from those contained in the Mixed and Shared Funding Exemptive Order, then (a)
the Fund and/or the participating insurance companies, as appropriate, shall
take such steps as may be necessary to comply with such rules and regulations,
as adopted, to the extent such rules are applicable; and (b) this Article VI
shall be deemed to incorporate such new terms and conditions, and any term or
condition of this Article VI that is inconsistent therewith, shall be deemed to
be succeeded thereby.

ARTICLE VII. INDEMNIFICATION

7.1. Indemnification by the Company.

A. The Company agrees to indemnify and hold harmless the Adviser and the
Fund and each of their directors, trustees, officers, employees and agents and
each person, if any, who controls or is associated with the Fund within the
meaning of such terms under federal securities laws (collectively, the
"Indemnified Parties" and individually, an "Indemnified Party" for purposes of
this Section 7.1) against any and all losses, claims, damages, liabilities
(including

amounts paid in settlement with the written consent of the Company, which
consent shall not be unreasonably withheld) or expenses (including the
reasonable costs of investigating or defending any alleged loss, claim, damage,
liability or expense and reasonable legal counsel fees incurred in connection
therewith) (collectively, "Losses"), to which the Indemnified Parties may become
subject under any statute or regulation, or at common law or otherwise, insofar
as such Losses are related to the sale or acquisition of the Shares or the
Contracts and:

1. Arise out of or are based upon any untrue statement or alleged
untrue statement of any material fact contained in any disclosure document,
including any prospectus, statement of additional information or offering
document, for the Separate Accounts, Contracts or in the Contracts themselves or
in sales literature generated or approved by the Company applicable to the
Contracts or Separate Accounts (or any amendment or supplement to any of the
foregoing) (collectively, "Company Documents" for the purposes of this Article
VII), or arise out of or are based upon the omission or the alleged omission to
state therein a material fact required to be stated therein or necessary to make
the statements therein not misleading, provided that this indemnity shall not
apply as to any Indemnified Party if such statement or omission or such alleged
statement or omission was made in reliance upon and was accurately derived from
written information furnished to the Company by or on behalf of the Fund for use
in Company Documents or otherwise for use in connection with the sale of the
Contracts or Shares; or

2. Arise out of or result from statements or representations made by
or on behalf of the Company (other than statements or representations contained
in and accurately derived from the registration statement, prospectus, statement
of additional information, sales literature or other written statement of the
Fund applicable to the Fund (or any amendment or supplement to any of the
foregoing) (collectively, "Fund Documents" for purposes of this Article VII)) or
wrongful conduct of the Company or persons under its control, with respect to
the sale or acquisition of the Contracts or Shares; or

3. Arise out of or result from any untrue statement or alleged
untrue statement of a material fact contained in Fund Documents, or the omission
or alleged omission to state therein a material fact required to be stated
therein or necessary to make the statements therein not misleading if such
statement or omission was made in reliance upon and accurately derived from
written information furnished to the Fund by or on behalf of the Company; or

4. Arise out of or result from any failure by the Company to provide
the services or furnish the materials required under the terms of this
Agreement; or

5. Arise out of or result from any material breach of any
representation and/or warranty made by the Company in this Agreement or arise
out of or result from any other material breach of this Agreement by the
Company.

B. The Company shall not be liable under this indemnification provision
with respect to any Losses which are due to an Indemnified Party's willful
misfeasance, bad faith, or gross negligence in the performance of such
Indemnified Party's duties or by reason of such Indemnified Party's reckless
disregard of obligations and duties under this Agreement or to the Fund or the
Adviser, whichever is applicable.

C. The Company shall not be liable under the indemnification provisions of
this Section 7.1 with respect to any claim made against an Indemnified Party
unless such Indemnified Party shall have notified the Company in writing within
a reasonable time after the summons or other first legal process giving
information of the nature of the claim shall have been served upon such
Indemnified Party (or after such Indemnified Party shall have received notice of
such service on any designated agent), but failure to notify the Company of any
such claim shall not relieve the Company from any liability which it may have to
the Indemnified Party against whom such action is brought otherwise than on
account of the indemnification provisions of this Section 7.1. In case any such
action is brought against the Indemnified Parties, the Company shall be entitled
to participate, at its own expense, in the defense thereof. The Company also
shall be entitled to assume the defense thereof, with counsel satisfactory to
the party named in the action. After notice from the Company to such party of
the Company's election to assume the defense thereof, the Indemnified Party
shall bear the fees and expenses of any additional counsel retained by it, and
the Company will not be liable to such party under this Agreement for any legal
or other expenses subsequently incurred by such party independently in
connection with the defense thereof other than reasonable costs of
investigation.

D. The Indemnified Parties shall promptly notify the Company of the
commencement of any litigation or proceedings against them or any of their
officers, directors or trustees in connection with the issuance or sale of the
Shares or the Contracts or the operation of the Fund.

E. The indemnification provisions contained in this Section 7.1 shall
survive the termination of this Agreement.

7.2. Indemnification by the Adviser.

A. The Adviser agrees to indemnify and hold harmless the Company and each
of its directors, officers, employees and agents and each person, if any, who
controls or is associated with the Company within the meaning of such terms
under federal securities laws (collectively, the "Indemnified Parties" and
individually, an "Indemnified Party" for purposes of this Section 7.2) against
any and all losses, claims, damages, liabilities (including amounts paid in
settlement with the written consent of the Adviser, which consent shall not be
unreasonably withheld) or expenses (including the reasonable costs of
investigating or defending any alleged loss, claim, damage, liability or expense
and reasonable legal counsel fees incurred in connection therewith)
(collectively, "Losses"), to which the Indemnified Parties may become subject
under any statute or regulation, or at common law or otherwise, insofar as such
Losses are related to the sale or acquisition of the Shares or the Contracts
and:

1. Arise out of or are based upon any untrue statement or alleged
untrue statement of any material fact contained in any Fund Documents or arise
out of or are based upon the omission or the alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein not misleading, provided that this indemnity shall not apply as to any
Indemnified Party if such statement or omission or such alleged statement or
omission was made in reliance upon and was accurately derived from written
information furnished to the Fund or the Adviser by or on behalf of the Company
for use in Fund Documents or otherwise for use in connection with the sale of
the Contracts or Shares; or

2. Arise out of or result from statements or representations made by
or on behalf of the Adviser (other than statements or representations contained
in and accurately derived from Company Documents) or wrongful conduct of the
Adviser or persons under its control, with respect to the sale or distribution
of the Contracts or Shares; or

3. Arise out of or result from any untrue statement or alleged
untrue statement of a material fact contained in Company Documents, or the
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading if
such statement or omission was made in reliance upon and accurately derived from
written information furnished to the Company by or on behalf of the Adviser or
the Fund; or

4. Arise out of or result from any failure by the Adviser to provide
the services or furnish the materials required under the terms of this
Agreement; or

5. Arise out of or result from any material breach of any
representation and/or warranty made by the Adviser in this Agreement or arise
out of or result from any other material breach of this Agreement by the
Adviser.

B. The Adviser shall not be liable under this indemnification provision
with respect to any Losses which are due to an Indemnified Party's willful
misfeasance, bad faith, or gross negligence in the performance of such
Indemnified Party's duties or by reason of such Indemnified Party's reckless
disregard of obligations and duties under this Agreement or to the Company or
the Separate Account, whichever is applicable.

C. The Adviser shall not be liable under the indemnification provisions of
this Section 7.2 with respect to any claim made against an Indemnified Party
unless such Indemnified Party shall have notified the Adviser in writing within
a reasonable time after the summons or other first legal process giving
information of the nature of the claim shall have been served upon such
Indemnified Party (or after such Indemnified Party shall have received notice of
such service on any designated agent), but failure to notify the Adviser of any
such claim shall not relieve the Adviser from any liability which it may have to
the Indemnified Party against whom such action is brought otherwise than on
account of the indemnification provisions of this Section 7.2. In case any such
action is brought against the Indemnified Parties, the Adviser shall be entitled
to participate, at its own expense, in the defense thereof. The Adviser also
shall be entitled to assume the defense thereof, with counsel satisfactory to
the party named in the action. After notice from the Adviser to such party of
its election to assume the defense thereof, the Indemnified Party shall bear the
fees and expenses of any additional counsel retained by it, and the Adviser will
not be liable to such party under this Agreement for any legal or other expenses
subsequently incurred by such party independently in connection with the defense
thereof other than reasonable costs of investigation.

D. The Indemnified Parties shall promptly notify the Adviser of the
commencement of any litigation or proceedings against them or any of their
officers or directors in connection with the issuance or sale of the Contracts
or the operation of a Separate Account.

E. The indemnification provisions contained in this Section 7.2 shall
survive the termination of this Agreement.

7.3. Indemnification by the Fund.

A. The Fund agrees to indemnify and hold harmless the Company and each of
its directors, officers, employees and agents and each person, if any, who
controls the Company within the meaning of such terms under federal securities
laws (collectively, the "Indemnified Parties" and individually, an "Indemnified
Party" for purposes of this Section 7.3) against any and all losses, claims,
damages, liabilities (including amounts paid in settlement with the written
consent of the Fund, which consent shall not be unreasonably withheld) or
expenses (including the reasonable costs of investigating or defending any
alleged loss, claim, damage, liability or expense and reasonable legal counsel
fees incurred in connection therewith) (collectively, "Losses"), to which the
Indemnified Parties may become subject under any statute or regulation, or at
common law or otherwise, insofar as such Losses are related to the sale or
acquisition of the Shares or the Contracts and:

2. Arise out of or result from statements or representations made by
or on behalf of the Fund (other than statements or representations contained in
and accurately derived from Company Documents) or wrongful conduct of the Fund
or persons under its control, with respect to the sale or distribution of the
Contracts or Shares; or

4. Arise out of or result from any failure by the Fund to provide
the services or furnish the materials required under the terms of this
Agreement; or

5. Arise out of or result from any material breach of any
representation and/or warranty made by the Fund in this Agreement or arise out
of or result from any other material breach of this Agreement by the Fund.

B. The Fund shall not be liable under this indemnification provision with
respect to any Losses which are due to an Indemnified Party's willful
misfeasance, bad faith, or gross negligence in the performance of such
Indemnified Party's duties or by reason of such

Indemnified Party's reckless disregard of obligations and duties under this
Agreement or to the Company or the Separate Account, whichever is applicable.

C. The Fund shall not be liable under the indemnification provisions of
this Section 7.3 with respect to any claim made against an Indemnified Party
unless such Indemnified Party shall have notified the Fund in writing within a
reasonable time after the summons or other first legal process giving
information of the nature of the claim shall have been served upon such
Indemnified Party (or after such Indemnified Party shall have received notice of
such service on any designated agent), but failure to notify the Fund of any
such claim shall not relieve the Fund from any liability which it may have to
the Indemnified Party against whom such action is brought otherwise than on
account of the indemnification provisions of this Section 7.3. In case any such
action is brought against the Indemnified Parties, the Fund shall be entitled to
participate, at its own expense, in the defense thereof. The Fund also shall be
entitled to assume the defense thereof, with counsel satisfactory to the party
named in the action. After notice from the Fund to such party of its election to
assume the defense thereof, the Indemnified Party shall bear the expenses of any
additional counsel retained by it, and the Fund will not be liable to such party
under this Agreement for any legal or other expenses subsequently incurred by
such party independently in connection with the defense thereof other than
reasonable costs of investigation.

D. The Indemnified Parties shall promptly notify the Fund of the
commencement of any litigation or proceedings against them or any of their
officers or directors in connection with the issuance or sale of the Contracts
or the operation of a Separate Account.

E. The indemnification provisions contained in this Section 7.3 shall
survive the termination of this Agreement.

7.4. Any party seeking indemnification (the "Potential Indemnitee") will
promptly notify any party from whom it intends to seek indemnification (each a
"Potential Indemnitor") of all demands made and/or actions commenced against the
Potential Indemnitee which may require a Potential Indemnitor to provide such
indemnification. At its option and expense, a Potential Indemnitor may retain
counsel and control any litigation for which it may be responsible to indemnify
a Potential Indemnitee under this Agreement.

7.5. With respect to any claim, the parties each shall give the others
reasonable access during normal business hours to its books, records and
employees and those books, records and employees within its control pertaining
to such claim, and shall otherwise cooperate with one another in the defense of
any claim. Regardless of which party defends a particular claim, the defending
party shall give the other parties written notice of any significant development
in the case as soon as practicable, and such other parties, at all times, shall
have the right to intervene in the defense of the case.

7.6. If a party is defending a claim and indemnifying another party hereto, and:
(i) a settlement proposal is made by the claimant, or (ii) the defending party
desires to present a settlement proposal to the claimant, then the defending
party promptly shall notify the Indemnified Party of such settlement proposal
together with its counsel's recommendation. If the defending party desires to
enter into the settlement and the Indemnified Party fails to consent

within thirty (30) business days (unless such period is extended, in writing, by
mutual agreement of the parties hereto), then the Indemnified Party, from the
time it fails to consent forward, shall defend the claim and shall indemnify the
defending party for all costs associated with the claim which are in excess of
the proposed settlement amount.

Regardless of which party is defending the claim: (i) if a settlement requires
an admission of liability by the non-defending party or would require the
non-defending party to either take action (other than purely ministerial action)
or refrain from taking action (due to an injunction or otherwise) (a "Specific
Performance Settlement"), the defending party may agree to such settlement only
after obtaining the express, written consent of the non-defending party. If a
non-defending party fails to consent to a Specific Performance Settlement, the
consequences described in the last sentence of the first paragraph of this
Section 7.6 shall not apply.

7.7. The parties shall use good faith efforts to resolve any dispute concerning
this indemnification obligation. Should those efforts fail to resolve the
dispute, the ultimate resolution shall be determined in a de novo proceeding,
separate and apart from the underlying matter complained of, before a court of
competent jurisdiction. Either party may initiate such proceedings with a court
of competent jurisdiction at any time following the termination of the efforts
by such parties to resolve the dispute (termination of such efforts shall be
deemed to have occurred thirty (30) days from the commencement of the same
unless such time period is extended by the written agreement of the parties).
The prevailing party in such a proceeding shall be entitled to recover
reasonable attorneys' fees, costs, and expenses.

ARTICLE VIII. FEES, COSTS AND EXPENSES

8.1. The Fund will pay no fee or other compensation to the Company under this
Agreement, except the Fund may pay fees to the Company for administrative
services provided to Contract owners that are not primarily intended to result
in the sale of Shares or of underlying Contracts if and in such amounts agreed
to by the Fund in writing. The Fund currently does not intend to make any
payments to finance distribution expenses pursuant to Rule 12b-1 under the 1940
Act or otherwise.

8.2. Except as otherwise provided in Schedule B, all expenses incident to
performance by the parties of this Agreement will be paid by each party to the
extent permitted by law.

ARTICLE IX. APPLICABLE LAW

9.1. This Agreement shall be construed and the provisions hereof interpreted
under and in accordance with the laws of the State of New York.

9.2. This Agreement, its terms and definitions, shall be subject to the
provisions of the 1933 Act, the Securities Exchange Act of 1934, as amended, and
the 1940 Act, and the rules and regulations and rulings thereunder, including
such exemptions from those statutes, rules and regulations as the SEC may grant.

ARTICLE X. TERMINATION

10.1. This Agreement shall continue in full force and effect until the first to
occur of:

A. Termination by any party for any reason upon six (6) months' advance
written notice delivered to the other parties; or

B. Termination by the Company by written notice to the Fund and the
Adviser in the event the Shares are not registered, issued or sold in accordance
with applicable state and/or federal law, or such law precludes the use of such
Shares as the underlying investment medium of the Contracts issued or to be
issued by the Company; or

C. Termination by the Company upon written notice to the Fund in the event
that the Fund ceases to qualify as a "regulated investment company" under
Subchapter M of the Code or under any successor or similar provision; or

D. Termination by the Company upon written notice to the Fund in the event
that the Fund fails to meet the diversification requirements specified in
Section 5.1 of this Agreement; or

E. Termination upon written agreement signed by all of the parties to this
Agreement; or

F. Termination by the Fund, upon written notice to the other parties, upon
institution of formal proceedings against the Company by FINRA, the SEC, the
insurance commission of any state or any other regulatory body regarding the
Company's duties under this Agreement or related to the sale of the Contracts,
the administration of the Contracts, the operation of the Separate Accounts, or
the purchase of Shares, provided that the Board determines in its sole judgment,
exercised in good faith, that any such proceeding would have a material adverse
effect on the Company's ability to perform its obligations under this Agreement;
or

G. Termination by any party to this Agreement, upon written notice to the
other parties, upon another party's material breach of any provision of this
Agreement; or

H. Termination by the Company or the Fund upon receipt of any necessary
regulatory approvals and/or the vote of the Contract owners having an interest
in the Separate Accounts (or any sub-account) to substitute the shares of
another investment company for the corresponding Shares in accordance with the
terms of the Contracts for which those Shares had been selected to serve as the
underlying portfolio. The Company will give sixty (60) days' prior written
notice to the Fund of the date of any proposed vote or other action taken to
replace the Shares or of the filing of any required regulatory approval(s); or

I. Termination by the Fund upon written notice in the event any of the
Contracts are not issued or sold in accordance with applicable federal and/or
state law.

J. Termination by the Fund upon written notice that the Board has decided
to (i) suspend or terminate the offering of Shares; or (ii) dissolve,
reorganize, liquidate, merge or sell all assets of the Fund.

10.2. Effect of Termination.

A. Notwithstanding any termination of this Agreement, except a termination
under Section 10.1(I) or 10.1(J), the Fund shall, at the option of the Company
and for a period of one

year from the date of termination and from year to year thereafter if deemed
appropriate by the Fund and the Adviser in their sole discretion, continue to
make available additional Shares pursuant to the terms and conditions of this
Agreement, for all Contracts in effect on the effective date of termination of
this Agreement (the "Existing Contracts") unless such further sale of Shares is
proscribed by law, regulation or applicable regulatory body. Specifically,
without limitation, the owners of the Existing Contracts will be permitted to
direct allocation and reallocation of investments in the Shares, redeem
investments in the Shares and invest in Shares through additional purchase
payments.

B. If the Fund so requests, the Company agrees, at the Fund's sole cost
and expense, promptly after any termination of this Agreement, to take all steps
necessary to redeem the investment of the Separate Accounts in the Shares within
one year from the date of termination of the Agreement as provided in this
Article X. Such steps shall include, but not be limited to, obtaining an order
pursuant to Section 26(c) of the 1940 Act to permit the substitution of other
securities for the Shares.

C. The parties understand and acknowledge that it is essential for
compliance with Section 817(h) of the Code that the Contracts qualify as annuity
contracts or life insurance policies, as applicable, under the Code.
Accordingly, if any of the Contracts cease to qualify as annuity contracts or
life insurance policies, as applicable, under the Code, or if the Fund
reasonably believes that any such Contracts may fail to so qualify, unless the
Company provides the Fund with an opinion from a nationally recognized tax
counsel stating that the Contracts qualify as annuity contracts or life
insurance policies, as applicable under the Code, the Fund shall have the right
to require the Company to redeem Shares attributable to such Contracts upon ten
(10) days' written notice to the Company and the Company shall so redeem such
Shares in order to ensure that the Fund complies with the provisions of Section
817(h) of the Code applicable to ownership of Fund shares. Notice to the Company
shall specify the period of time the Company has to redeem the Shares or to make
other arrangements satisfactory to the Fund and its counsel, such period of time
to be determined with reference to the requirements of Section 817(h) of the
Code. In addition, the Company may be required to redeem Shares pursuant to
action taken or request made by the Board in accordance with an order of the
SEC, or other SEC rule, regulation or order that may be adopted after the date
hereof. The Company agrees to redeem Shares in such circumstances and to comply
with applicable terms and provisions.

ARTICLE XI. SHAREHOLDER INFORMATION

11.1. Agreement to Provide Information. The Company agrees to provide the Fund,
upon written request, the taxpayer identification number ("TIN"), if known, of
any or all Shareholder(s) of the account and the amount, date, name or other
identifier of any investment professional(s) associated with the Shareholder(s)
or account (if known), and transaction type (purchase, redemption, transfer, or
exchange) of every purchase, redemption, transfer, or exchange of Shares held
through an account maintained by the Company during the period covered by the
request.

A. Period Covered by Request. Requests must set forth a specific period,
not to exceed ninety days from the date of the request, for which transaction
information is sought. The

Fund may request transaction information older than ninety days from the date of
the request as it deems necessary to investigate compliance with policies
established by the Fund for the purpose of eliminating or reducing any dilution
of the value of the outstanding shares issued by the Fund.

B. Form and Timing of Response. The Company agrees to transmit the
requested information that is on its books and records to the Fund or its
designee promptly, but in any event not later than ten business days, after
receipt of a request. If the requested information is not on the Company's books
and records, the Company agrees to use reasonable efforts to: (i) promptly
obtain and transmit the requested information; (ii) obtain assurances from the
accountholder that the requested information will be provided directly to the
Fund promptly; or (iii) if directed by the Fund, block further purchases of Fund
Shares from such accountholder. In such instance, the Company agrees to inform
the Fund whether it plans to perform (i), (ii) or (iii). Responses required by
this paragraph must be communicated in writing and in a format mutually agreed
upon by the parties. To the extent practicable, the format for any transaction
information provided to the Fund should be consistent with the NSCC Standardized
Data Reporting Format.

C. Limitations on Use of Information. The Fund agrees not to use the
information received for marketing or any other similar purpose without the
prior written consent of the Company.

11.2. Agreement to Restrict Trading. The Company agrees to execute written
instructions from the Fund to restrict or prohibit further purchases or
exchanges of Shares by a Shareholder that has been identified by the Fund as
having engaged in transactions of the Fund's Shares (directly or indirectly
through the Company's account) that violate policies established by the Fund for
the purpose of recouping for the Fund the costs it may incur as a result of
redemptions of Shares within 30 days of the date of purchase or eliminating or
reducing any dilution of the value of the outstanding Shares issued by the Fund.

A. Form of Instructions. Instructions must include the TIN, if known, and
the specific restrictions(s) to be executed. If the TIN is not known, the
instructions must include an equivalent identifying number of the Shareholder(s)
or account(s) or other agreed upon information to which the instruction relates.

B. Timing of Response. The Company agrees to execute instructions as soon
as reasonably practicable, but not later than five business days after receipt
of the instructions by the Company.

C. Confirmation by the Company. The Company must provide written
confirmation to the Fund that instructions have been executed. The Company
agrees to provide confirmation as soon as reasonably practicable, but not later
than ten business days after the instructions have been executed.

11.3. Definitions. For purposes of this paragraph:

A. The term "Fund" includes the fund's transfer agent. The term does not
include any "excepted funds" as defined in Rule 22c-2(b) under the 1940 Act.

B. The term "Shares" means the interests of Shareholders corresponding to
the redeemable securities of record issued by the Fund under the 1940 Act that
are held by the Company.

C. The term "Shareholder" means the beneficial owner of Shares, whether
the Shares are held directly or by the Company in nominee name.

D. The term "written" includes electronic writings and facsimile
transmissions

ARTICLE XII. NOTICES

12.1. Any notice shall be sufficiently given when sent by registered or
certified mail to the other party at the address of such party set forth below
or at such other address as such party may from time to time specify in writing
to the other party.

If to the Fund:

The Merger Fund VL
000 Xxxxxx Xxxx Xxxxx
Xxxxxxxx, XX 00000
Attn: Xxxxxx X. Xxxxx

If to the Adviser:

Westchester Capital Management, Inc.
000 Xxxxxx Xxxx Xxxxx
Xxxxxxxx, XX 00000
Attn: Xxxxxx X. Xxxxx

If to the Company:

Jefferson National Life Insurance Company
0000 Xxxxxxxxx Xxxxxx Xxxxx, Xxxxx 0000
Xxxxxxxxxx, Xxxxxxxx 00000
Attention: General Counsel

ARTICLE XIII. MISCELLANEOUS

13.1. Each party hereto acknowledges that, by reason of its performance under
this Agreement, it shall have access to, and shall receive from the other party
(and its affiliates, partners and employees), the confidential information of
the other party (and its affiliates, partners and employees), including but not
limited to the "nonpublic personal information" of their consumers within the
meaning of SEC Regulation S-P (collectively, "Confidential Information"). Each
party shall hold all such Confidential Information in the strictest confidence
and shall use such Confidential Information solely in connection with its
performance under this Agreement and for the business purposes set forth in this
Agreement. Under no circumstances may a party cause

any Confidential Information of the other party to be disclosed to any third
party or reused or redistributed without the other party's prior written
consent.

13.2. Each party represents that the execution and delivery of this Agreement
and the consummation of the transactions contemplated herein have been duly
authorized by all necessary corporate or board action, as applicable, by such
party and when so executed and delivered this Agreement will be the valid and
binding obligation of such party enforceable in accordance with its terms.

13.3. The captions in this Agreement are included for convenience of reference
only and in no way define or delineate any of the provisions hereof or otherwise
affect their construction or effect.

13.4. This Agreement may be executed simultaneously in two or more counterparts,
each of which taken together shall constitute one and the same instrument.

13.5. If any provision of this Agreement shall be held or made invalid by a
court decision, statute, rule or otherwise, the remainder of this Agreement
shall not be affected thereby.

13.6. Each party shall cooperate with each other party and all appropriate
governmental authorities (including, without limitation, the SEC, FINRA and
state insurance regulators) and shall permit such authorities (and other
parties) reasonable access to its books and records in connection with any
investigation or inquiry relating to this Agreement or the transactions
contemplated hereby.

13.7. The rights, remedies and obligations contained in this Agreement are
cumulative and are in addition to any and all rights, remedies and obligations
at law or in equity, which the parties hereto are entitled to under state and
federal laws.

13.8. This Agreement or any of the rights and obligations hereunder may not be
assigned by any party without the prior written consent of all parties.

13.9. This Agreement, including the Schedules hereto, may not be amended, except
in a writing signed by all the parties hereto.

13.10. The waiver of, or failure to exercise, any right provided for in this
Agreement shall not be deemed a waiver of any further or future right under this
Agreement.

13.11. The parties to this Agreement acknowledge and agree that this Agreement
shall not be exclusive in any respect.

[Remainder of page intentionally left blank]

IN WITNESS WHEREOF, each of the parties has caused this Agreement to be
executed in as name and on its behalf by its duly authorized representative as
of the date specified above.

JEFFERSON NATIONAL LIFE INSURANCE COMPANY
On its behalf and each Separate Account named in
Schedule A, as may be amended from time to time

By: ______________________________________________
Name: Xxxxx X. Xxxxxx
Title: General Counsel & Secretary

THE MERGER FUND VL

By: ______________________________________________
Name: Xxxxxx X. Xxxxx
Title: Vice President, Secretary and Treasurer

WESTCHESTER CAPITAL MANAGEMENT, INC.

By: ______________________________________________
Name: Xxxxxx X. Xxxxx
Title: Vice President and Treasurer

SCHEDULE A

SEPARATE ACCOUNTS

Name of Separate Account and Date Established

Jefferson National Life Annuity Account G January 18, 1996

SCHEDULE B

ALLOCATION OF EXPENSES

------------------------------------------------------------------------------------------------------------------------------------
Paid by the Company Paid by the Fund
------------------------------------------------------------------------------------------------------------------------------------

Preparing and filing the Separate Account's prospectus Preparing and filing the Fund's registration statement
------------------------------------------------------------------------------------------------------------------------------------
Text composition for Separate Account prospectus and supplements Text composition for Fund prospectuses and supplements
------------------------------------------------------------------------------------------------------------------------------------
Text alterations of Separate Account prospectus and supplements Text alterations of Fund prospectuses and supplements
------------------------------------------------------------------------------------------------------------------------------------
Printing Separate Account prospectus and supplements for use Printing Fund prospectus and supplements for use with existing
with prospective Contract owners; Printing Separate Account Contract owners; or if requested by the Company, providing
prospectus and supplements for use with prospective Contract electronic document files of such documents and printing such
owners documents for use with existing Contract owners(1)
------------------------------------------------------------------------------------------------------------------------------------
Text composition and printing of Fund statement of additional
information(1)
------------------------------------------------------------------------------------------------------------------------------------
Mailing and distributing Separate Account prospectus and Mailing and distributing Fund prospectuses, supplements and
supplements to existing Contract owners as required by statement of additional information to existing Contract
applicable law; mailing and distributing Separate Account owners(1); printing, mailing and distributing Fund and Separate
prospectus and supplements to prospective Contract owners Account supplements and other communications related to fund
substitutions, fund closings, fund mergers and other similar
fund transactions
------------------------------------------------------------------------------------------------------------------------------------
Text composition of any annual and semi-annual reports of the Text composition of annual and semi-annual reports of the Fund;
Separate Account, printing, mailing, and distributing any annual printing, mailing, and distributing annual and semi-annual
and semi-annual reports of the Separate Account reports of the Fund to existing Contract owners(1)
------------------------------------------------------------------------------------------------------------------------------------
Text composition, printing, mailing, distributing, and Text composition, printing, mailing, distributing, and
tabulation of proxy statements and voting instruction tabulation of proxy statements and voting instruction
solicitation materials to Contract owners with respect to solicitation materials to Contract owners with respect to
proxies sponsored by the Separate Accounts, as required by proxies sponsored by the Fund
applicable law
------------------------------------------------------------------------------------------------------------------------------------

(1) The Company may choose to print the Fund's prospectus(es), statement of
additional information and its semi-annual and annual reports, or any of such
documents, in combination with such documents of other fund companies. In this
case, the Fund's share of the total expense for printing and delivery of the
combined materials shall be determined

pro-rata based upon the page count of the Fund's documents as compared to the
total page count for the combined materials containing all other funds offered
under the Contracts.

SCHEDULE C

Format for NAV and Dividend Information

Please provide the following information when sending the nightly NAV and
Dividend Distribution Date Fax/Email:

Mutual Fund Company Name
Pricing Company Name
Fund Name (no abbreviations)
Fund Number
Ticker and/or Cusip Number
NAV
NAV Change from Prior Day
Prior Day NAV
Ordinary Dividend Distribution
Ordinary Dividend Distribution Change from Prior Day
Small Cap Gain Distribution
Small Cap Gain Distribution Change from Prior Day
Large Cap Gain Distribution
Large Cap Gain Distribution Change from Prior Day
Pricing Contact Name and Phone Number
Distribution Data Contact Name and Phone Number
Emergency after hours Name & Phone Number

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