0000894189-11-001609 Sample Contracts

Participation Agreement among The Merger Fund VL, Westchester Capital Management, Inc. and AGL Life Assurance Company

Participation Agreement • April 20th, 2011 • Merger Fund Vl • New York

• Contract Type
  Participation Agreement
• Filed
  April 20th, 2011
• Company
  Merger Fund Vl
• Jurisdiction
  New York

ADMINISTRATIVE SERVICES AGREEMENT

Administrative Services Agreement • April 20th, 2011 • Merger Fund Vl • New York

• Contract Type
  Administrative Services Agreement
• Filed
  April 20th, 2011
• Company
  Merger Fund Vl
• Jurisdiction
  New York

This ADMINISTRATIVE SERVICES AGREEMENT (“Agreement”) is made and entered into as of this 14th day of February 2011 by and among The Merger Fund VL, an in­vest­ment com­pany under the Investment Company Act of 1940, as amended (the “1940 Act”) and organized as a statutory trust under the laws of the State of Delaware (the “Fund”); West­chester Capital Management, LLC, a limited liability company organized under the laws of the State of Delaware, a registered investment adviser under the Investment Advisers Act of 1940, as amen­ded (the “Advisers Act”), and investment adviser to the Fund (the “Adviser”); and New York Life Insurance and Annuity Corporation, a life insurance company organized under the laws of the State of Delaware (the “Life Company”).

INVESTMENT ADVISORY AGREEMENT

Investment Advisory Agreement • April 20th, 2011 • Merger Fund Vl • New York

• Contract Type
  Investment Advisory Agreement
• Filed
  April 20th, 2011
• Company
  Merger Fund Vl
• Jurisdiction
  New York

THIS INVESTMENT ADVISORY AGREEMENT (this “Agreement”) is made as of January 1, 2011, by and between The Merger Fund VL, a Delaware statutory trust (the “Fund”) and Westchester Capital Management, LLC, a Delaware limited liability company (the “Adviser”).

FUND PARTICIPATION AGREEMENT

Fund Participation Agreement • April 20th, 2011 • Merger Fund Vl • New York

• Contract Type
  Fund Participation Agreement
• Filed
  April 20th, 2011
• Company
  Merger Fund Vl
• Jurisdiction
  New York

EXPENSE WAIVER AND REIMBURSEMENT AGREEMENT

Expense Waiver And • April 20th, 2011 • Merger Fund Vl

• Contract Type
  Expense Waiver And
• Filed
  April 20th, 2011
• Company
  Merger Fund Vl

AGREEMENT made as of the 1st day of January 2011 between The Merger Fund VL, a Delaware statutory trust (the “Fund”), and Westchester Capital Management, LLC, a Delaware limited liability company (the “Adviser”).

THE MERGER FUND VL FIRST AMENDMENT TO THE FUND ADMINISTRATION SERVICING AGREEMENT

Fund Administration Servicing Agreement • April 20th, 2011 • Merger Fund Vl

• Contract Type
  Fund Administration Servicing Agreement
• Filed
  April 20th, 2011
• Company
  Merger Fund Vl

THIS FIRST AMENDMENT, dated as of the 7th day of January, 2011, to the Fund Administration Servicing Agreement, dated as of July 1, 2003 (the "Agreement"), is entered into by and between THE MERGER FUND VL, a Delaware statutory trust, (the “Fund”) and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company (“USBFS”)

THE MERGER FUND VL FIRST AMENDMENT TO THE FUND ACCOUNTING SERVICING AGREEMENT

Fund Accounting Servicing Agreement • April 20th, 2011 • Merger Fund Vl

• Contract Type
  Fund Accounting Servicing Agreement
• Filed
  April 20th, 2011
• Company
  Merger Fund Vl

THIS FIRST AMENDMENT, dated as of the 7th day of January, 2011, to the Fund Accounting Servicing Agreement, dated as of January 1, 2006 (the "Agreement"), is entered into by and between THE MERGER FUND VL, a Delaware statutory trust, (the “Trust”) and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company (“USBFS”)