operating expenses before fee waivers or expense reimbursements that are higher than the Fund’s current total annual operating expenses, VIA has agreed to contractually limit each Fund’s expenses for a period of two years from the date hereofthe Proposed Investment Advisory Agreement is effective, so that each Fund’s net total expenses (excluding taxes, commissions, mark-ups, litigation expenses, indemnification expenses, interest expenses, borrowing expenses, including on securities sold short, dividend expenses on securities sold short, trading or investment expenses, Acquired Fund Fees and fromExpenses, and any extraordinary expenses) are no higher than they were at the end of the semiannual period ending June 30, 2021.

The Proposed Investment Advisory Agreement is substantially similar to the Current IAA. A summary of certain of the material differences between the Proposed Investment Advisory Agreement and the Current IAAs is included below. The following is intended to be an overview and is not intended to be a comprehensive description of all of the Proposed Investment Advisory Agreement’s terms.

No Material Differences in Compensation.

Under both the Current IAAs and the Proposed Investment Advisory Agreements, each Fund pays the same rate of fees, with such fees accruing daily and payable monthly. No fees are payable by the Funds under the Proposed Subadvisory Agreements. Accordingly, no material differences are expected to result in the rate of fees payable by the Funds for investment advisory services if Proposals 2 and 3 are approved, as proposed.

No Material Differences in Scope of Services.

Under both the Current IAAs and the Proposed Investment Advisory Agreements, the relevant investment adviser must furnish an investment program for the Fund. The Proposed Investment Advisory Agreements include additional terms that require VIA to vote proxies with respect to the Funds’ portfolio holdings and that specify that VIA will perform certain other functions and bear such other costs, including the provision of advice and assistance with the general operations of the Funds and provide regular reports to a Fund’s Board of Trustees. While the Current IAAs generally do not have specific provisions covering these matters, WCM has historically performed these services and borne these costs within the scope of the performance of its duties under the Current IAAs.

Material Differences in Other Terms.

Under the Proposed Investment Advisory Agreements, VIA may appoint one or more agents to perform any of the functions and services which are to be provided under the terms of the Proposed Investment Advisory Agreements by VIA upon such terms and conditions as may be mutually agreed upon among the relevant Fund, VIA and such agent. In connection with the Acquisition and as described elsewhere in this proxy statement, VIA intends to appoint WCM to perform, subject to VIA’s oversight, portfolio management services for the Funds. The Current IAAs for Event-Driven Fund and Credit Event Fund have similar provisions, but those for The Merger Fund and Merger Fund VL do not have any similar provision permitting delegation of responsibilities.

The Proposed Investment Advisory Agreement will be governed under the laws of the state of establishment of each Trust (Massachusetts for The Merger Fund and Westchester Capital Funds, and Delaware for The Merger Fund VL), and any suit, action or proceeding brought by any Shareholder would be brought exclusively in the courts of the Commonwealth of Massachusetts for The Merger Fund and Westchester Capital Funds and the state of Delaware for The Merger Fund VL, whereas the Current IAAs for The Merger Fund and The Merger Fund VL are governed by New York law. The Proposed Investment

Advisory Agreements also include a confidentiality clause whereby parties to the agreement shall treat all information and actions pertaining to the Funds as confidential. There are no confidentiality provisions under the Current IAAs.

Virtus-Advised Fund Comparisons.

Although VIA manages other open-end and closed-end funds, VIA does not manage any other funds or accounts that it has determined are substantially similar to the Funds, which is one reason it has pursued the Acquisition.

Effective Date.

If the Proposed Investment Advisory Agreement is approved by Shareholders of a Fund, it will take effect concurrent with the termination of the Current IAA for that Fund. The actual effective date of the Proposed Investment Advisory Agreement for each Fund will be at a date and time mutually agreeable to the Fund, VIA and WCM in order to effect an efficient transition for the Fund and its Shareholders.

Term/Termination/Amendment.

The Proposed Investment Advisory Agreement, if approved by Shareholders, will remain in full force and effect as to each Fund, unless sooner terminated by such Fund, for an initial two year period and shall continue thereafter on an annual basis with respect to year thereafter, but only so long aseach Fund provided that such continuance is specifically approved at least annually (i) by either the Trustees or a vote of the majority of the outstanding voting securities (as defined in the 1940 Act) of each Fund; and (ii) the terms and any continuation of the Proposed Investment Advisory Agreement have been approved by a majority of the Trustees who are not parties or interested persons to each agreement, in a vote cast in person at a meeting called for such purpose (or otherwise, as consistent with applicable laws, regulations and related guidance and relief). It can also be terminated with respect to a Fund at any time on 60 days’ written notice to VIA, or by VIA on 60 days’ written notice to the Trust, without the payment of any penalty, by a vote of a majority of the outstanding voting securities (as defined in the 1940 Act) of a Fund or by a vote of the Trustees. Additionally, each Proposed Investment Advisory Agreement will terminate automatically in the event of its assignment (as defined in the 1940 Act).

Liability.

Each Proposed Investment Advisory Agreement provides that VIA shall not be liable to the Trust or any Shareholder of the Trust, for any error of judgment or mistake of law or for any loss suffered, except for losses resulting by reason of willful misfeasance, bad faith, gross negligence or reckless disregard in the performance of VIA’s duties under the Proposed Investment Advisory Agreement. This standard of liability is substantially similar to the standard that applies under the Current IAAs, except that WCM is not – at least expressly - liable for the reckless disregard of its duties. Additionally, the Proposed Investment Advisory Agreement does not impose any personal liability upon any of the Trustees, Shareholders, nominees, agents or employees of each Trust.

Information about VIA

Virtus Investment Advisers, Inc. is a wholly-owned subsidiary of Virtus Partners, Inc., which in turn is a wholly-owned subsidiary of Virtus Investment Partners, Inc., all of which are located at One Financial Plaza, Hartford, CT 06103. VIA acts as the investment adviser for over 60 mutual funds. As of December 31, 2020, VIA

had approximately $39.9 billion in assets under management. VIA has acted as an investment adviser for over 80 years.

The principal executive officers and directors of VIA are presented in Appendix D.

Description of the Proposed Subadvisory Agreement

The Proposed Subadvisory Agreement calls for WCM to continue to provide the same portfolio management services, in the same strategies, as are currently being provided to the Funds by WCM. No changes to the portfolio management team, the investment objectives, the principal investment strategies or the principal risks of the Funds are expected to occur as a result of the proposed Acquisition or in connection with the implementation of the Proposed Subadvisory Agreement. As investment adviser, VIA would be responsible for overseeing WCM and its services.

Services. Under each Proposed Subadvisory Agreement, the form of which is attached to this Proxy Statement as Appendix E, WCM would be obligated, subject always to the direction and oversight of the Boards of Trustees and VIA, to furnish continuously an investment program for the Funds’ portfolios.

In providing sub-advisory services to a Fund, WCM shall be subject to the investment objectives, policies and restrictions of the Fund and as set forth in the Fund’s then current prospectus (“Prospectus”) and statement of additional information (“Statement of Additional Information”) filed with the SEC as part of the Fund’s registration statement (the “Registration Statement”), as may be periodically amended and provided to WCM by VIA, and to the investment restrictions set forth in the 1940 Act and the rules thereunder; to the supervision and control of the Board; and to instructions from VIA. WCM shall not, without a Fund’s or Trust’s prior written approval, effect any transactions that would cause the applicable Fund(s) at the time of the transaction to be out of compliance with any of such restrictions or policies. VIA agrees to provide WCM with such assistance as may be reasonably requested by WCM to facilitate WCM’s services under the Proposed Subadvisory Agreement, including, without limitation, providing information concerning each Trust and Fund, contact information for parties to provide information about funds available or to become available for investment, and information generally as to the conditions of each Fund or each Trust’s affairs.

Fees. The total advisory fee that each Fund pays to VIA under the Proposed Investment Advisory Agreements will not change as a result of Proposals 2 or 3. Under the Proposed Subadvisory Agreement, VIA will pay a subadvisory fee to WCM at the rate of 50% of the net advisory fee paid by the applicable Fund to VIA. For this purpose, the “net advisory fee” is the advisory fee paid to VIA, based on the Fund’s average daily net assets, after accounting for any applicable fee waiver and/or expense limitation agreement, which does not include reimbursement of VIA for any expenses or recapture of prior waivers. The advisory fee rate for each Fund under the Proposed Investment Advisory Agreement before reimbursement of expenses and/or waivers is listed above and is the same as the advisory fee rate for each Fund under the Current IAA. VIA and WCM believe the subadvisory fee to be charged by WCM is reasonable in light of the subadvisory services to be provided to each Fund. The fees shall be prorated for any month during which the applicable Proposed Subadvisory Agreement is in effect for only a portion of the month. In computing the fee to be paid to WCM, the net asset value of the applicable Fund shall be calculated as set forth in the then current Registration Statement of that Fund.

Effective Date. If the Proposed Subadvisory Agreement is approved by Shareholders of a Fund, that Proposed Subadvisory Agreement will take effect with respect to the applicable Fund concurrent with the effectiveness of the Proposed Investment Advisory Agreement with respect to that Fund. The actual effective date of the Proposed Subadvisory Agreements will be at a date and time mutually agreeable to each Trust, VIA

and WCM, in order to effect an efficient transition for the Funds and their Shareholders.

Information about WCM

Westchester Capital Management, LLC is located at 100 Summit Lake Drive, Valhalla, New York 10595. With a history spanning more than three decades WCM is one of the leading managers of event-driven investing. As of December 31, 2020, WCM had approximately $4.3 billion in assets under management.

The principal executive officers and directors of WCM are presented in Appendix F.

Certain Trustees and Officers of the Funds. The following table lists the names of each Trustee and officer of the Funds who is also an officer, employee, director, general partner or Shareholder of WCM.

Other Similar Funds Managed by WCM

The following table identifies other funds with similar investment objectives to certain of the Funds for which WCM serves as investment subadviser, the assets under management (AUM) for each such fund (or sleeve thereof, as applicable) as of March 31, 2021, and the rate of WCM’s compensation for serving as subadviser to each fund.

Boards’ Consideration of the Proposed Investment Advisory Agreement and Proposed Subadvisory Agreement

Review Process

Prior to the public announcement of the proposed Acquisition representatives of WCM and Virtus discussed the proposed Acquisition and its impact on the Funds with the Independent Trustees of the Funds and their independent legal counsel. The Independent Trustees were advised that the proposed Acquisition, if completed, would constitute a change of control under the 1940 Act, that would result in the termination of the Funds’ current advisory agreements with WCM. The Independent Trustees also were advised that, following the proposed Acquisition, it was proposed that each Fund enter into a Proposed Investment Advisory Agreement with VIA and a Proposed Subadvisory Agreement among the Fund, VIA and WCM (collectively, the “Proposed Agreements”).

The 1940 Act requires that the Board request and evaluate, and that VIA and WCM furnish, such information as may reasonably be necessary to evaluate the terms of the Proposed Agreements. The Independent Trustees began their formal review process in December 2020 by preparing an extensive information request letter (the “Request for Information”), which sought a wide range of information the Independent Trustees believed would be necessary to evaluate the proposed Acquisition and its potential implications for the Funds and their shareholders, VIA, WCM and the terms of the Proposed Agreements. The Independent Trustees were assisted in preparing the Request for Information by their independent legal counsel.

During a regular Board meeting held on January 16, 2021, the President and Chief Executive Officer of Virtus provided the Independent Trustees with an overview of the proposed Acquisition and Virtus’ operations and capabilities.

On January 21, 2021, Virtus provided its initial response to the Request for Information (the “Initial Response”). On February 3, 2021, the Independent Trustees met with their counsel to discuss the Initial Response. Following that meeting, the Independent Trustees sought additional information from Virtus regarding the proposed Acquisition and its potential implications for the Funds and their shareholders (the “Supplemental Request for Information”). On March 1, 2021, Virtus provided an updated response to the Request for Information and the Supplemental Request for Information (the “Updated Response”). On March 8, 2021, the Independent Trustees met with their counsel to discuss the Updated Response. Following that meeting, counsel to the Independent Trustees sent Virtus a list of additional items about which the Independent Trustees desired additional information (the “List of Additional Items”). On March 10, 2021, Virtus provided responses to the List of Additional Items (the “Supplemental Response”). On March 15, 2021, the Independent Trustees met with their counsel to discuss the Supplemental Response. On March 17, 2021, counsel to the Independent Trustees sent Virtus and WCM proposed topics that the Independent Trustees wanted to be discussed (“Meeting Topics”) at an upcoming special Board meeting.

In connection with the proposed Acquisition and their consideration of the Proposed Agreements, the Board and the Independent Trustees met with senior representatives of Virtus and WCM at a special Board meeting held on March 24, 2021 to discuss the proposed Acquisition and its expected implications for the Funds and their shareholders and any remaining matters concerning the Initial Response, the Updated Response and the Supplemental Response. During that meeting, senior management of Virtus discussed Virtus and its affiliates’ operations and personnel and responded to questions from the Board and the Independent Trustees. Representatives of Virtus and WCM also discussed the Meeting Topics with the Board and the Independent Trustees. Virtus agreed to look into certain items raised during that meeting and provide additional information to the Board and the Independent Trustees.

On April 16, 2021, the Lead Independent Trustee of the Funds met via video conference with the Independent Chair of the Virtus Funds’ Board during which they discussed, among other topics, the organization of the Board and its standing committees, the experience and skills of the members of the Virtus Funds’ Board, and the Virtus Funds’ Board’s oversight of the Funds and their service providers.

On March 26, 2021, the Independent Trustees met with their counsel to review the discussions that had occurred during the March 24, 2021 special Board meeting. Following that meeting, counsel to the Independent Trustees sent Virtus a list of open items, which included certain items that had been raised during the March 24^th special Board meeting. On April 7, 2021, Virtus provided information in response to the list of open items. On April 9, 2021, the Independent Trustees met with their counsel to discuss Virtus’s responses to the list of open items.

At a special Board meeting held on April 29, 2021, the Board, including a majority of the Independent Trustees, approved the New Advisory Agreement between each Fund and VIA and each New Sub-Advisory Agreement among each Fund, VIA and WCM. The Board also approved interim advisory agreements (each, an “Interim Advisory Agreement” and together, the “Interim Agreements”) between each Fund and WCM.

The Independent Trustees’ deliberations were made separately in respect of each Fund. Throughout their review process, the Independent Trustees were advised by their counsel and they also discussed their obligations with respect to the entering into of the Proposed Agreements and Interim Agreements in private sessions with their counsel. Prior to voting, the Independent Trustees received a memorandum from their counsel discussing the legal standards for their consideration of the Proposed Agreements and the Interim Agreements. The Independent Trustees and the Board, in determining to approve the entering into of the Proposed Agreements and Interim Agreements, did not identify any particular factor that was all-important or controlling, and each Trustee attributed different weights to the various factors.

Materials Reviewed

During the course of each year, the Board and the Independent Trustees receive a wide variety of materials relating to the services provided by WCM, including, but not limited to, reports on: each Fund’s investment results; portfolio construction; portfolio composition; portfolio trading practices; and other information relating to the nature, extent and quality of services provided by WCM to the Funds.

In addition, the Board’s evaluation of the Proposed Agreements and Interim Agreements included consideration of the information provided in response to the Board’s information requests and in meetings with representatives of Virtus and the Virtus Funds as well as, where relevant, information that previously had been provided to the Board in connection with the most recent annual contract renewal of the Funds’ current investment advisory agreements with WCM at a meeting held on October 29, 2020.

In the course of their deliberations regarding the Proposed Agreements and the Interim Agreements, the Board members considered the following factors, among others: the nature, extent and quality of the services to be provided by VIA, its affiliates and WCM, including the personnel who would be providing such services; Virtus’s financial condition; the proposed advisory and sub-advisory fees to be paid to VIA and WCM, respectively; the anticipated profitability of the Funds to VIA and its affiliates; the direct and indirect benefits, if any, to be derived by VIA and its affiliates from their relationship with the Funds; and the effect of each Fund’s projected growth and size on such Fund’s performance and expenses.

The following summary describes some, but not all, of the factors considered by the Board and the Independent Trustees in evaluating the Proposed Agreements and the Interim Agreements.

Evaluation of the Proposed Agreements and the Interim Agreements

In evaluating the approval of the entering into of the Proposed Agreements and the Interim Agreements, the Board and the Independent Trustees also considered the following matters:

their assets were to decline in the future, and Virtus has stated that its past practice has been to continue to maintain those waivers and/or expense limitations beyond the expiration of the two-year period.

Nature, extent and quality of the services under the Proposed Agreements and the Interim Agreements

In considering the nature, extent, and quality of the services to be provided to the Funds by VIA and WCM under the Proposed Agreements and the Interim Agreements, as applicable, the Board and the Independent Trustees took into account information relating to VIA’s and WCM’s operations and personnel. The Board and the Independent Trustees considered information provided by Virtus regarding its business and operating structure, scale of operation, leadership and reputation, distribution capabilities, and financial condition. The Board and the Independent Trustees considered the expected impact, if any, of the proposed Acquisition on the operations, organization and personnel of WCM, and that Virtus and WCM have advised the Board and Independent Trustees that, following the closing of the proposed Acquisition, there is not expected to be any diminution in the nature, quality and extent of services provided to the Funds and their shareholders. The Board and the Independent Trustees considered the investment strategies WCM uses in managing the Funds and the performance of the Funds under WCM’s management. The Board and the Independent Trustees noted that the Funds’ current portfolio managers are expected to continue to be responsible for the day-to-day portfolio management of the Funds after the closing of the proposed Acquisition. In this regard, the Board and the Independent Trustees took into account that Virtus intended to enter into employment contracts with Messrs. Behren and Shannon which would become effective following the closing of the proposed Acquisition and would have a term of five years. The Board and the Independent Trustees also took into account, as applicable, the benefits from the enhanced resources that VIA and Virtus Fund Services, LLC (“VFS”) would bring to WCM and the Funds, as well as the benefits to WCM and each Fund of being part of a larger combined organization with greater financial resources. The Board and the Independent Trustees also considered information regarding the financial condition of Virtus, its experience as a fund sponsor and manager, strong client service capabilities, and relationships in the asset management industry.

In considering the management style and investment strategies that WCM would continue to use in managing the Funds, the Board and the Independent Trustees took into consideration certain comparative performance information for the Funds that was received in connection with the Funds’ most recent annual contract renewal. The Board and the Independent Trustees took into account that it is not anticipated that there will be any changes to the Funds’ investment objectives or principal investment strategies as a result of the proposed Acquisition. The Board and the Independent Trustees considered the extensive oversight capabilities and resources that VIA would bring to the portfolio management of the Funds.

Based on their review of the materials provided and the assurances they received from Virtus and WCM, the Independent Trustees determined that the proposed Acquisition was not expected to affect adversely the nature, extent and quality of services provided to the Funds and the proposed Acquisition was not expected to have an adverse effect on, and, indeed should reasonably be expected to enhance the ability of WCM to continue managing the Funds. The Board and the Independent Trustees concluded that they were satisfied with the nature, extent and quality of services to be provided to the Funds by VIA and WCM under the New Advisory Agreements and the Interim Agreements, as applicable.

Proposed Advisory Fees, Sub-Advisory Fees and Expenses

In considering each Fund’s proposed advisory and sub-advisory fees and estimated net expenses, the Board and the Independent Trustees considered certain comparative fee and expense data that had been received in connection with the Funds’ most recent annual contract renewal. The Board and the Independent Trustees also

considered pro forma information regarding the Funds’ fees and expenses following the closing of the proposed Acquisition. The Board and the Independent Trustees also took into account that no changes in the Funds’ current advisory fees were being proposed in connection with the proposed Acquisition and that WCM’s sub-advisory fees would be paid out of the advisory fees. The Board and the Independent Trustees also took into account that the expense limitation agreements applicable to The Merger Fund VL, WCM Alternatives: Event-Driven Fund and WCM Alternatives: Credit Event Fund, and the advisory fee waiver in respect of The Merger Fund would not change for at least two years following the closing of the proposed Acquisition. Based upon the foregoing, the Board and the Independent Trustees concluded that the proposed advisory and sub-advisory fees were reasonable in view of the quality of services to be received by the Funds from VIA and WCM, respectively.

Anticipated Profitability and Possible Economies of Scale

Anticipated Profitability – In reviewing the anticipated profitability of the Funds to VIA and its affiliates, the Board and the Independent Trustees considered the fact that affiliates of VIA would be providing shareholder servicing, administrative, distribution, and sub-advisory services to the Funds for which they would receive compensation. In this regard, Virtus provided an analysis of the Funds’ current net expenses and the Funds’ pro forma net expenses, which reflected the compensation to be received by VIA and its affiliates for their provision of services to the Funds following the closing of the proposed Acquisition. The Board and the Independent Trustees took into consideration information provided by Virtus that indicated that Virtus’s profitability was within the range of the profitability of industry peers with a similar business model. The Board and the Independent Trustees noted that for at least two years following the closing of the proposed Acquisition the net expenses of the Funds (excluding taxes, commissions, mark-ups, litigation expenses, indemnification expenses, interest expenses, borrowing expenses, including on securities sold short, dividend expenses on securities sold short, trading or investment expenses, Acquired Fund Fees and Expenses, and any extraordinary expenses) by share class were not expected to increase. The Board and the Independent Trustees also took into account whether Virtus and its affiliates had the financial wherewithal to provide services to the Funds. The Board and the Independent Trustees also considered that Virtus and its affiliates would likely derive benefits in the form of increased assets under management and the expansion of the Virtus Funds’ lineup from their relationship with the Funds. Because VIA would pay WCM’s sub-advisory fees out of its advisory fees, the anticipated profitability of the Funds to WCM was not a material factor in the Board’s and the Independent Trustees’ deliberations concerning the entering into of the New Sub-Advisory Agreements. Based upon their review, the Board and the Independent Trustees concluded that VIA’s and its affiliates’ anticipated level of profitability from their relationship with the Funds was reasonable.

Economies of Scale – The Board and the Independent Trustees reviewed the extent to which VIA may realize economies of scale in managing the Funds. The Board and Independent Trustees considered the effect of each Fund’s current size and potential growth on its performance and expenses. The Board and the Independent Trustees took into account management’s discussion of the Funds’ estimated expenses following the closing of the proposed Acquisition, noting that the expense limitation agreements applicable to The Merger Fund VL, WCM Alternatives: Event-Driven Fund and WCM Alternatives: Credit Event Fund, and the advisory fee waiver in respect of The Merger Fund would continue for at least two years following the closing of the proposed Acquisition. The Independent Trustees concluded that those measures were reasonably designed to result in the sharing of economies of scale realized by VIA, if any, with the Funds and their shareholders. Because VIA would pay WCM’s sub-advisory fees out of its advisory fees, the Board and the Independent Trustees did not consider the potential economies of scale from WCM’s management of the Funds to be a material factor in the Board’s and the Independent Trustees’ deliberations concerning the entering into of the New Sub-Advisory Agreements.

Conclusions

Based on their review, including their consideration of each of the factors referred to above, the Board and the Independent Trustees concluded that the terms of the Proposed Agreements and Interim Agreements, including the fees payable to VIA and WCM, as applicable, are fair and reasonable to the Funds and their shareholders given the scope and quality of the services to be provided to the Funds and such other considerations as the Independent Trustees believed relevant in the exercise of their reasonable business judgment and that the entering into of the Proposed Agreements and the Interim Agreements was in the best interests of the Funds and their shareholders. Accordingly, the Board and the Independent Trustees unanimously approved the entering into of the Proposed Agreements and the Interim Agreements and recommended that the Funds’ shareholders approve the Proposed Agreements.

Required Vote

Approval of each Proposed Investment Advisory Agreement and Proposed Subadvisory Agreement with respect to each Fund requires the “affirmative vote of a majority of the outstanding shares” of that Fund, which means the affirmative vote, at a duly called and held meeting of Shareholders, (a) of the holders of 67% or more of the outstanding voting securities of such Fund present (in person or by proxy) and entitled to vote at such meeting, if the holders of more than 50% of the outstanding voting securities of such Fund entitled to vote at such meeting are present in person or by proxy, or (b) of the holders of more than 50% of the outstanding voting securities of such Fund entitled to vote at such meeting, whichever is less. The approval of these Proposals with respect to a Fund are not contingent upon the approval of the Proposals with respect to any other Fund. Furthermore, if the Shareholders of some Funds do not approve these Proposals, but WCM and Virtus proceed to closing of the Acquisition, the closing will result in the termination of the investment advisory agreements of the Funds pursuant to the 1940 Act, so the Board will have to determine what action to take in the best interests of the Shareholders of the relevant Funds for which the votes failed to ensure continued management of those Funds, including, potentially, executing interim advisory agreements between the relevant Fund and WCM that would have a term of no more than 150 days.

THE BOARD OF TRUSTEES OF EACH TRUST, INCLUDING THE INDEPENDENT TRUSTEES, UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR EACH PROPOSAL FOR YOUR FUND.

III. APPROVAL OF A PROPOSAL TO PERMIT VIA TO HIRE AND REPLACE SUBADVISERS OR TO MODIFY SUBADVISORY AGREEMENTS WITHOUT SHAREHOLDER APPROVAL, AND TO PERMIT THE FUNDS TO DISCLOSE ADVISORY AND SUBADVISORY FEE INFORMATION IN AN AGGREGATED MANNER

The Board has approved, and recommend that Shareholders approve, a proposal (the “Manager of Managers Proposal”) that would enable the Funds to be managed in a “manager of managers” structure, whereby VIA is responsible for the management of the Funds’ investment programs and for evaluating and selecting subadvisers on an ongoing basis and making any recommendations to the Board regarding hiring, retaining or replacing subadvisers, while the selected subadvisers are responsible for portfolio management, compliance with the respective Fund’s(s’) investment policies and procedures, compliance with applicable securities laws and assurances thereof. While there is no change in the subadviser of the Funds proposed or expected for the Funds, there are times when such relief is nevertheless helpful to mutual funds. For example, under the 1940 Act a subadvisory agreement normally would automatically terminate upon its “assignment” (as that term is defined in the 1940 Act), which includes some instances of a subadviser or its parent company making changes to its corporate structure. If a fund has the relief proposed here, that fund’s Board and investment adviser are able to determine whether the affected subadvisory agreement should continue, without the fund having to incur the cost

or hassle of a shareholder vote. The specific terms and conditions of the Manager of Managers Proposal are discussed below.

For purposes of this section, an unaffiliated subadviser is an investment subadviser that is not an affiliate of the affected Fund or VIA, which means that (a) it does not control and is not owned or controlled by the same parent of the applicable Trust or VIA, (b) it does not own or control 5% of the outstanding voting shares of the affected Fund or VIA, or (c) the affected Fund or VIA does not own or control 5% of its outstanding voting shares (an “Unaffiliated Subadviser”) and a wholly-owned subadviser for an affected Fund means a subadviser which is wholly-owned (meaning an entity that owns or controls all of the equity of another entity, either directly or indirectly through other subsidiaries) by either VIA or a sister company of VIA, which is itself wholly-owned by a company that wholly owns VIA (a “Wholly-Owned Subadviser”).

The Manager of Managers Proposal

Shareholder Approval of Subadvisory Agreements. Federal securities laws generally require that Shareholders approve agreements with a subadviser. Shareholder approval also is required if the terms of existing agreements are changed materially or if there is a change in control of the subadviser or investment manager. In order to obtain Shareholder approval, the Funds must call and conduct Shareholder meetings, prepare and distribute proxy materials and solicit votes from Shareholders. The process can be costly and time-consuming. The Board believes that it is in Shareholders’ best interests if the Board represents their interests in approving or rejecting recommendations made by VIA regarding subadvisers. This approach will avoid the costs and delays associated with holding Shareholder meetings to obtain approval for future changes. This approach also will align the policies of the Funds with respect to the ability to implement subadvisory changes with those of most of the funds currently managed by VIA.

The combined flexibility provided by the Virtus Exemptive Order and No-Action Relief, as defined and outlined below, would be useful in a number of scenarios, including (i) if the Board in the future wishes for a portion of any Fund to be managed according to a strategy that requires the unique expertise of one or more third-party advisers, (ii) if a Fund merges with another fund with a third-party adviser that will continue to manage a portion of the portfolio or (iii) if it is advisable for VIA and WCM to materially change any aspect of their contractual relationship. Importantly, in the event that there are changes to the ownership structure of a subadviser, including certain kinds of internal reorganizations either at the subadviser or owner entity level, the 1940 Act could deem the applicable subadvisory agreement “assigned” and therefore require reapproval. The Virtus Exemptive Order and related relief would allow the Board to reinstate the subadvisory agreements with such subadviser in these technical “assignment” situations without having to seek shareholder approval and without the delay and expense inherent in holding shareholder meetings.

SEC Exemptive Order. On October 25, 2016, the SEC granted an order exempting VIA from the federal securities law requirements to obtain Shareholder approval regarding Unaffiliated Subadvisers and Wholly-Owned Subadvisers, subject to various terms and conditions (the “Virtus Exemptive Order”). The Virtus Exemptive Order permits VIA to hire new Unaffiliated Subadvisers and Wholly-Owned Subadvisers, and to amend subadvisory agreements with such subadvisers, with the approval of the board of the affected fund, but without the approval of Shareholders, provided Shareholders approve VIA’s authority to operate in this manner. In addition, the Virtus Exemptive Order allows for funds to disclose their advisory fees paid on an aggregate, rather than individual, basis in disclosure documents. The Virtus Exemptive Order is available to all funds advised by VIA, which would include, if Proposals 1, 2 and 3 are approved and implemented, the Funds.

Shareholder approval of the Manager of Managers Proposal will not result in an increase or decrease in the total amount of investment management fees that would be paid by the Funds to VIA.

The Virtus Exemptive Order would be available in the following situations, among others, if the Manager of Managers Proposal is approved:

Under the Virtus Exemptive Order, the affected funds and VIA are subject to several conditions imposed by the SEC to ensure that the interests of the Funds’ shareholders are adequately protected. Before a Fund may rely on the Virtus Exemptive Order, its use must be approved by a majority vote of the Fund’s shareholders (as defined in the 1940 Act), and the Fund must disclose in its prospectus that it relies on the Virtus Exemptive Order, and that VIA has the ultimate responsibility, subject to oversight by the Board, to oversee and recommend the hiring, termination and replacement of subadvisers.

VIA will continue to have overall supervisory responsibility for the general management and investment of the Fund’s assets. Subject to the Board’s review and approval, VIA will set the Fund’s investment strategies; evaluate, select and recommend subadvisers to the Fund; and implement procedures reasonably designed to ensure subadvisers comply with the Fund’s investment objective, policies and restrictions. VIA will also monitor and evaluate the performance of subadvisers, and inform shareholders of the hiring of a new subadviser within 90 days of such hiring. A Fund may not, however, enter into a new or amended subadvisory agreement with a Partially-Owned Subadviser (as defined below) or into a new or amended subadvisory agreement that results in an increase in the Fund’s advisory fee without first receiving shareholder approval.

At least a majority of the Board will be Independent Trustees at all times, and independent legal counsel, as defined in Rule 0-1(a)(6) under the 1940 Act, will be engaged to represent the Independent Trustees. The selection and nomination of new or additional Independent Trustees, and the selection of independent legal counsel, will be within the discretion of the then-existing Independent Trustees.

No less frequently than quarterly, and when a subadviser is hired or terminated, VIA must provide the Board with the relevant information about its profitability. In addition, when a subadviser change is proposed for a Fund in reliance on the Virtus Exemptive Order, the Board will make a separate finding that (i) the change is in the best interests of the Fund and its shareholders, and (ii) the change does not involve a conflict of interest from which VIA or the subadviser receives an inappropriate advantage.

Any ownership interest in a subadviser by a Trustee or officer of an affected fund, or partner, director, manager, or officer of VIA, must be limited to (i) ownership interests in VIA and certain entities that controls, is controlled by, or is under common control with VIA; or (ii) ownership of less than 1% of the outstanding securities of any class of equity or debt of a subadviser that is a publicly-traded company or an entity that controls, is controlled by or is under common control with a subadviser.

Lastly, if the SEC adopts a rule under the 1940 Act that provides substantially similar relief that the Virtus Exemptive Order provides, the Virtus Exemptive Order will expire on the effective date of that rule.

Although shareholder approval would not be required for VIA to terminate subadvisory agreements under the expanded relief, shareholders of an affected fund have the right to terminate subadvisory agreements for the fund at any time by a vote of a majority of the outstanding voting securities of the fund, and this right of shareholders will not be affected by any of the provisions in the expanded relief.

Related No-Action Relief. In 2019, the SEC issued a no-action letter (the “No-Action Relief”) that would permit VIA to apply the same relief in the Virtus Exemptive Order with respect to any existing and future partially-owned subadvisers, in addition to Unaffiliated Subadvisers and Wholly-Owned Subadvisers, if approved by shareholders. A partially-owned subadviser for an affected fund means a subadviser which is partially-owned (meaning an entity that owns or controls a portion of the equity of another entity, either directly or indirectly through other subsidiaries) by VIA, a sister company of VIA, which is itself wholly-owned by a company that wholly owns VIA, or a parent company of VIA (“Partially-Owned Subadviser” and, together with Wholly-Owned Subadvisers, “Affiliated Subadvisers”). This proposal also seeks shareholder approval to apply this No-Action Relief to the Funds. If this proposal is approved by shareholders, VIA and the Trusts generally intend to rely on the No-Action Relief and to comply with its conditions which are summarized below. If, however, after this proposal is approved by shareholders the No-Action Relief is rescinded, VIA and the Trusts intend to rely on the Virtus Exemptive Order and to comply with its conditions, which are also summarized below.

VIA and the Trust would be permitted, subject to certain conditions and with the approval of the Board, to do the following without obtaining prior approval from shareholders of an affected fund:

(a) to also engage or retain Partially-Owned, in addition to Unaffiliated Subadvisers and Wholly-Owned Subadvisers (or only Wholly-Owned and Unaffiliated Subadvisers if the no-action letter is rescinded);

(b) to subsequently change such subadvisers; or

(c) to continue the employment of existing Subadvisers after events that under the 1940 Act and the relevant subadvisory agreements would otherwise cause an automatic termination of the subadvisory agreements.

In addition, the No-Action relief would permit an affected fund to disclose its advisory fees as follows (collectively, the “Aggregate Fee Disclosure”):

(a) advisory fees paid by the Fund to VIA and the subadvisory fees paid by VIA to Wholly-Owned Subadvisers for the Fund may be disclosed on an aggregate basis, rather than disclosing the amounts paid to each individually; and

(b) subadvisory fees paid by VIA to multiple Partially-Owned and Unaffiliated Subadvisers for the Fund may be disclosed on an aggregate basis, rather than disclosing the amounts paid to each Partially-Owned and Unaffiliated Subadviser individually (or to only Wholly-Owned and Unaffiliated Subadvisers if the No-Action Relief is rescinded).

For a Fund to rely upon the No-Action Relief, it must comply with certain conditions as summarized below.

Before the Fund may rely on the No-Action Relief, its use must be approved by a majority vote of the Fund’s shareholders (as defined in the 1940 Act), and the Fund must disclose in its prospectus that it relies on

such relief, and that VIA has the ultimate responsibility, subject to oversight by the Board, to oversee and recommend the hiring, termination and replacement of subadvisers.

VIA will continue to have overall supervisory responsibility for the general management and investment of each Fund’s assets. Subject to the Board’s review and approval, VIA will set the Fund’s investment strategies; evaluate, select and recommend subadvisers to the Fund; and implement procedures reasonably designed to ensure subadvisers comply with the Fund’s investment objective, policies and restrictions. VIA will also monitor and evaluate the performance of subadvisers, and inform shareholders of the hiring of a new subadviser within 90 days of such hiring. The Fund may not, however, enter into a new or amended subadvisory agreement with any subadviser that results in an increase in the Fund’s advisory fee without first receiving shareholder approval.

At least a majority of the Board will be Independent Trustees at all times, and independent legal counsel, as defined in Rule 0-1(a)(6) under the 1940 Act, will be engaged to represent the Independent Trustees. The selection and nomination of new or additional Independent Trustees, and the selection of independent legal counsel, will be within the discretion of the then-existing Independent Trustees.

When a subadviser is hired or terminated, VIA must provide the Board with information about its profitability with respect to the Fund. In addition, when a subadviser change is proposed for a Fund in reliance on the expanded relief, the Board will evaluate any material conflicts that may be present in the proposed subadvisory arrangement and make a separate finding that (i) the change is in the best interests of the Fund and its shareholders, and (ii) the change does not involve a conflict of interest from which VIA or the subadviser receives an inappropriate advantage.

Lastly, if the SEC adopts a rule under the 1940 Act that provides substantially similar relief that the expanded relief provides, the expanded relief will expire on the effective date of that rule.

Board Considerations Regarding Approval of the Manager of Managers’ Proposal

Based on representations and a recommendation provided by VIA, the Boards have concluded that it is in the best interest of the Funds and their Shareholders to afford VIA the flexibility to provide investment advisory services to each Fund through one or more subadvisers that have particular expertise in the type of investments in which a Fund invests.

As is described above, without the ability to utilize the Virtus Exemptive Order, in order for VIA to appoint a new subadviser or modify a subadvisory agreement materially, a Board must call and hold a Shareholder meeting of that Fund, create and distribute proxy materials and solicit votes from the Fund’s Shareholders. This process is time consuming and costly. Without the delay inherent in holding Shareholder meetings, VIA would be able to act more quickly to appoint a new subadviser if and when the Board and VIA believe that the appointment would benefit the Fund. Each Board believes that granting VIA (subject to review and approval by such Board) maximum flexibility to select subadvisers, without incurring the delay or expense of obtaining further Shareholder approval, is in the best interest of Shareholders because it will allow each Fund to operate more efficiently.

In addition, each Board determined that it is appropriate to vest the selection of subadvisers in VIA (subject to review and approval by the Board) in light of VIA’s investment advisory expertise and its experience in selecting subadvisers. The Board believes that if in the future it becomes appropriate to add or change a subadviser to your Fund, it can access this expertise and experience in ways that can add value to the Fund and its Shareholders.

Finally, the Board of each Trust will continue to evaluate and to approve all proposed subadvisory agreements, as well as any proposed modifications to existing subadvisory agreements. In doing so, the Trustees will analyze such factors that they consider to be relevant to the determination. As with each Fund’s investment advisory agreement, the terms of each subadvisory agreement will include those required by applicable provisions of the 1940 Act, except for the specific provisions of the 1940 Act from which the Virtus Exemptive Order provides relief.

Required Vote and Recommendation

Approval of the Manager of Managers Proposal for each Fund requires the affirmative vote of a “majority of the outstanding voting securities” of the Fund, which for this purpose means the affirmative vote of the lesser of (a) more than 50% of the outstanding voting securities of such Fund or (ii) 67% or more of the outstanding voting securities of such Fund present and entitled to vote at the Meeting, if more than 50% of the outstanding voting securities of such Fund are present at the Meeting in person or represented by proxy. This Proposal 4 is contingent upon Proposals 1 through 3 receiving sufficient Shareholder support for WCM and VIA to proceed with the closing of the Acquisition.

THE BOARDS OF TRUSTEES UNANIMOUSLY RECOMMENDS THAT THE SHAREHOLDERS OF THE FUNDS VOTE FOR THE PROPOSAL.

IV. TRUST INFORMATION

This section provides certain information about each Trust, including information about its investment adviser and administrator or investment manager, principal underwriter, independent registered public accounting firm, executive officers and the identity of persons holding more than 5% of the outstanding shares of any class of any Fund.

The Merger Fund is an open-end management investment company established under the laws of the Commonwealth of Massachusetts by a Declaration of Trust dated April 12, 1982, as amended and restated on July 30, 2013 (the “Merger Fund Declaration of Trust”). Previously known as the Risk Portfolio of The Ayco Fund, the Fund commenced doing business as The Merger Fund on January 31, 1989. The Fund’s name was formally changed to The Merger Fund on August 22, 1989.

Each of WCM Alternatives: Event-Driven Fund and WCM Alternatives: Credit Event Fund is a series of Westchester Capital Funds, an open-end management investment company established under the laws of the Commonwealth of Massachusetts by a Declaration of Trust dated March 20, 2013.

The Merger Fund VL is a no-load, open-end, diversified, registered management investment company, organized as a Delaware statutory trust on November 22, 2002.

The address of each Trust is 100 Summit Lake Drive, Valhalla, New York 10595.

Current Investment Adviser

Westchester Capital Management, LLC (“WCM”), 100 Summit Lake Drive, Valhalla, New York 10595, a registered investment adviser since 2010, has been the investment adviser of The Merger Fund and The Merger Fund VL since 2011, and of WCM Alternatives: Event-Driven Fund’s and WCM Alternatives: Credit Event Fund since each Fund commenced operations. Prior to 2011, The Merger Fund and The Merger Fund VL were managed by WCM’s predecessor, Westchester Capital Management, Inc.

Current Principal Underwriter

Compass Distributors, LLC (the “Distributor”) serves as the principal underwriter of each class of shares of The Merger Fund, WCM Alternatives: Event-Driven Fund and WCM Alternatives: Credit Event Fund pursuant to a distribution contract with each of The Merger Fund and Westchester Capital Funds. The Distributor is a Delaware limited liability company registered under the Securities Exchange Act of 1934, as amended, and is a member of the Financial Industry Regulatory Authority. The Distributor is located at Three Canal Plaza, Suite 100, Portland, Maine 04101. The Merger Fund VL does not currently have a principal underwriter.

Current Administrator

U.S. Bancorp Fund Services, d/b/a U.S. Bank Global Fund Services, LLC (the “Administrator”) started full service for WCM in 1993 and currently serves as the administrator of the Funds. The Administrator is a Wisconsin limited liability company located at 777 East Wisconsin Avenue, 4^th Floor, Milwaukee, WI 53202.

Current Transfer Agent

U.S. Bancorp Fund Services, d/b/a U.S. Bank Global Fund Services, LLC (the “Transfer Agent”) started full service for WCM in 1993 and currently serves as the Transfer Agent for the Funds. The Transfer Agent is a Wisconsin limited liability company located at 777 East Wisconsin Avenue, 4^th Floor, Milwaukee, WI 53202.

Affiliated Service Providers

It is contemplated that following the Acquisition, affiliates of Virtus will become distributor, administrator and transfer agent for the Funds with the exception of The Merger Fund VL, for which affiliates of Virtus will become distributor and administrator. Upon Closing, VP Distributors, LLC will become distributor for the Trusts and VFS will become administrator to the Funds and transfer agent to The Merger Fund, WCM Alternatives: Event-Driven Fund and WCM Alternatives: Credit Event Fund. VFS intends to sub-delegate certain sub-administration, accounting and sub-transfer agency services to the Funds’ current service providers. The transition to VFS as administrator and transfer agent to the Funds as stated above is expected to increase the total annual operating expenses of the Funds; however, the total expenses of each Fund are proposed to be subject to an expense limitation arrangement for a period of at least two years following the Acquisition intended to cap each Fund’s total annual operating expenses (excluding taxes, commissions, mark-ups, litigation expenses, indemnification expenses, interest expenses, borrowing expenses, including on securities sold short, dividend expenses on securities sold short, trading or investment expenses, Acquired Fund Fees and Expenses, and any extraordinary expenses) so that they are no higher than they were at the end of the semiannual period ending June 30, 2021.

Brokerage and Research Services

The Funds did not pay any commissions to an affiliated broker during the most recently completed fiscal year.

Independent Registered Public Accounting Firm

PricewaterhouseCoopers LLP (the “Independent Registered Public Accounting Firm”), serves as the independent registered public accounting firm for each Trust and each Fund. The Independent Registered Public Accounting Firm provides audit services, tax return review and assistance and consultation in connection with review of SEC filings. The Independent Registered Public Accounting Firm for each Trust is located at 300 Madison Avenue, New York, New York 10017.

Upon request, representatives of the Independent Registered Public Accounting Firm will be available at the Meeting by telephone to answer any appropriate questions.

Pre-approval Policies and Procedures. Each Trust’s Audit Committee has adopted written policies relating to the pre-approval of audit and permitted non-audit services to be performed by the Trust’s independent registered public accounting firm. Under the policies, on an annual basis, a Trust’s Audit Committee reviews and pre-approves proposed audit and permitted non-audit services to be performed by the independent registered public accounting firm on behalf of each Trust. The President of each Fund also pre-approves any permitted non-audit services to be provided to the Fund.

In addition, each Trust’s Audit Committee pre-approves annually any permitted non-audit services (including audit-related services) to be provided by the independent registered public accounting firm to WCM and any entity controlling, controlled by, or under common control with WCM that provides ongoing services to the Funds (together, the “Accounting Affiliates”), provided, in each case, that the engagement relates directly to the operations and financial reporting of the Funds. Although the Audit Committee does not pre-approve all services provided by the independent registered public accounting firm to Accounting Affiliates (for instance, if the engagement does not relate directly to the operations and financial reporting of the Funds), the Committee receives an annual report from the independent registered public accounting firm showing the aggregate fees paid by Accounting Affiliates for such services.

Each Trust’s Audit Committee may also from time to time pre-approve individual non-audit services to be provided to the Funds or an Accounting Affiliate that were not pre-approved as part of the annual process described above. The Chair of each Trust’s Audit Committee (or any other member of the Committee to whom this responsibility has been delegated) may also pre-approve these individual non-audit services, provided that the fee for such services does not exceed certain pre- determined dollar thresholds. Any such pre-approval by the Chair (or by a delegate) is reported to the full Audit Committee at its next regularly scheduled meeting.

The pre-approval policies provide for waivers of the requirement that the Audit Committee pre-approve permitted non-audit services provided to the Funds or their Accounting Affiliates pursuant to de minimis exceptions described in Section 10A of the Exchange Act and applicable regulations (referred to herein as the “de minimis exception”).

Fees. The following tables set forth, for each Trust’s two most recent fiscal years, as applicable, the fees billed by the Independent Registered Public Accounting Firm for (a) all audit and non-audit services provided directly to the applicable Trust and (b) those non-audit services provided to WCM and any entity controlling, controlled by or under common control with WCM that provides ongoing services to the Trust (collectively, “Service Entities”) that relate directly to the Funds’ operations and financial reporting:

The Merger Fund

The Merger Fund VL

Westchester Capital Funds

“Audit Fees” represent fees billed for each of the last two fiscal years or professional services rendered for the audit of each Trust’s annual financial statements for those fiscal years or services that are normally provided by the accountant in connection with statutory or regulatory filings or engagements for those fiscal years. “Audit-Related Fees” represent fees billed for each of the last two fiscal years for assurance and related services reasonably related to the performance of the audit of each Trust’s annual financial statements for those years.

“Tax Fees” represent fees billed for each of the last two fiscal years for professional services related to tax compliance, tax advice and tax planning, including preparation of federal and state income tax returns, review of excise tax distribution requirements and preparation of excise tax returns. “All Other Fees” represent fees, if any, billed for other products and services rendered by the principal accountant to each Trust for the last two fiscal years.

To the extent required by applicable regulations, the Audit Committees of the Boards must approve in advance all audit and non-audit services rendered to the applicable Trust(s) by the Independent Registered Public Accounting Firm and all non-audit services to the Service Entities, if the engagement relates directly to the operations and financial reporting of a Trust. Such services may also be approved by a designated member of the Audit Committees of the Board if the fees for such services are below a designated amount. Such amount varies depending on the type of service. Currently, such amounts are $500,000 for audit services and $500,000 for audit-related services, tax services and non-audit services provided to Service Entities or other permitted services. During the last two fiscal years, no services described above under “Audit-Related Fees,” “Tax Fees” or “All Other Fees” were approved pursuant to the “de minimis” exception set forth in paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.

For each Trust’s two most recent fiscal years, as applicable, non-audit fees billed by the Independent Registered Public Accounting Firm for services rendered to the Trust and the Service Entities.

Executive Officers

The following table provides information about the current executive officers of the Trusts who are not also Trustees, including their principal occupations, which, unless specific dates are shown, are of more than five years’ duration, although the titles may not have been the same throughout. Information about the executive officers of the Trusts who are Trustees is shown above under “Current Trustees.” Unless otherwise indicated,

each is currently an executive officer of all three Trusts and the business address of each is c/o WCM, 100 Summit Lake Drive, Valhalla, New York 10595. It is expected that neither of these officers will remain as officers of the Trusts following the Acquisition, as the newly elected Boards are expected to appoint officers from the Virtus organization.

Each of the Trusts’ executive officers is an “interested person” of the Trusts (as defined in Section 2(a)(19) of the 1940 Act) as a result of his or her position(s) set forth in the table above.

Please see the following table for information about relationships between the Trusts’ officers and certain of the Trusts’ affiliates.

Certain Affiliations

Except as disclosed elsewhere in this proxy statement, none of the Trust’s officers or any Trustee or Nominee who is an “interested person” of such Trust with affiliated persons or the principal underwriter of such Trust.

Outstanding Shares and Significant Shareholders

Information about the number of outstanding shares and significant Shareholders of the Funds is set forth in Appendix G.

V. VOTING INFORMATION

Record Date, Quorum and Methods of Tabulation

Shareholders of record at the close of business on the Record Date are entitled to notice of, and to vote at, the Meeting. With respect to each Trust, the holders of the percentage of the shares of that Trust listed below

outstanding as of the Record Date and entitled to vote, virtually present or represented by proxy, considered together, constitute a quorum for the transaction of business by the Shareholders of that Trust at the Meeting.

The Merger Fund: 50.01% of Shares

The Merger Fund VL: 40% of the dollar-weighted voting power of Shares

Westchester Capital Funds: 30% of Shares

Trustees of each Trust are elected by a plurality vote, with shareholders of both series of Westchester Capital Funds voting together as a single class. As noted above, approval of Proposals 2 through 4 requires the affirmative vote of the lesser of (a) 67% or more of the shares of the relevant Fund present or represented by proxy at the Meeting, if more than 50% of the outstanding voting securities of such Fund are virtually present or represented by proxy at the Meeting, or (b) more than 50% of the shares of the relevant Fund outstanding as of the Record Date, in each case with shareholders of each Fund voting separately.

For The Merger Fund and each series of Westchester Capital Funds, each whole share shall be entitled to one vote as to any matter on which it is entitled to vote and each fractional share shall be entitled to a proportionate fractional vote. For The Merger Fund VL, each dollar of net asset of a share of the Fund shall be entitled to one vote and each fractional share shall be entitled to a proportionate fractional vote. Shares represented by timely, duly executed proxies will be voted as you instruct. If no specification is made on a duly signed and return proxy, shares will be voted in accordance with the recommendation of the Trustees. Proxies may be revoked at any time before they are exercised by sending a written revocation which is received by the Secretary of the applicable Trust prior to any such exercise, by properly executing a later-dated proxy, or by virtually attending the Meeting and voting.

Votes cast by proxy or by virtual presence at the Meeting will be counted by persons appointed by the Trusts as tellers both for the purpose of determining the presence of a quorum and for calculating the votes cast on the issues before the Meeting. Abstentions and “broker non-votes” (i.e., proxies representing shares held by brokers or nominees as to which (i) instructions have not been received from the beneficial owners or the persons entitled to vote and (ii) the broker or nominee does not have the discretionary voting power on a particular matter) will be counted for quorum purposes. So long as a quorum is present, neither abstentions nor broker non-votes will have any effect on the outcome of the proposal to elect Trustees.

Supplemental Voting-Related Information Specific to Merger Fund VL

Merger Fund VL’s shares are currently offered only to separate accounts funding variable annuity and variable life insurance contracts issued by participating life insurance companies (“Contracts”).  Contract owners who select Merger Fund VL for investment through a Contract have a beneficial interest in Merger Fund VL, but do not invest directly in or hold shares of Merger Fund VL.  The insurance company that uses Merger Fund VL as a funding vehicle, is, in most cases, the legal owner of shares of Merger Fund VL and, as such, has sole voting and investment power with respect to the shares, but generally will pass through any voting rights to Contract owners. Therefore, an insurance company will request voting instructions from the Contract owner and will vote shares or other voting interests with respect to SEC-registered separate accounts in proportion to the voting instructions received.  Such proportional voting may result in a relatively small number of Contract owners determining the outcome of the proposals relevant to Merger Fund VL.  With respect to Merger Fund VL shares held by unregistered separate accounts, the insurance company may determine to vote only those separate account shares for which it receives instructions. Contract owners permitted to give instructions with respect to Proposals relevant to Merger Fund VL and the number of shares for which such instructions may be given for purposes of voting at the Meeting, and any adjournment thereof, will be determined as of the Record Date.  In connection

with the solicitation of such instructions from Contract owners, it is expected that the respective insurance companies will furnish a copy of this Proxy Statement to Contract owners. If a Contract owner wishes to participate in the Meeting, but does not wish to give a proxy by telephone, the Contract owner may still submit the ballot(s) originally sent with the Proxy Statement or attend the Meeting virtually.  All persons entitled to direct the voting of shares, whether they are Contract owners or insurance companies, are described as voting for purposes of this Proxy Statement.

Adjournments

In the event that a quorum is not present for purposes of acting on a proposal for a Trust or Fund, as applicable, or if sufficient votes in favor of a proposal are not received by the time of the Meeting, the persons named as proxies may propose one or more adjournments of the Meeting for such Trust or Fund, as applicable, to permit further solicitation of proxies and without the need for any additional notice. For each Trust or Fund, as applicable, any such adjournment will require the affirmative vote of a plurality of the shares of such Trust or Fund, as applicable, virtually present or represented by proxy at the session of the Meeting to be adjourned. The persons named as proxies will vote in favor of such adjournment those proxies which they are entitled to vote in favor of any proposal that has not then been adopted. They will vote against such adjournment those proxies required to be voted against each proposal that has not then been adopted and will not vote any proxies that direct them to abstain from voting on such proposals.

Solicitation of Proxies

The solicitation of proxies by personal interview, mail and telephone may be made by officers and Trustees of each Trust and officers and employees of WCM, its affiliates and other representatives of the Trusts. The Trusts have retained Broadridge Financial Solutions, Inc. (“Broadridge”) to serve as the solicitor and tabulator of proxies and this cost as well as the legal, audit and other costs of preparing, printing and mailing this Proxy Statement and the cost of holding the Meeting (including the costs of any additional solicitation and any adjourned session) are anticipated to be approximately $[___________] and will be borne by WCM and Virtus.

Methods of Voting

Electronic Voting: You may give your voting instructions via the Internet or by following the instructions found on the proxy card.

Telephone Voting: You may give your voting instructions over the telephone by calling the phone number listed on your proxy card. When receiving your instructions by telephone, the representative may ask you for your full name and address to confirm that you have received the proxy statement in the mail. If the information you provide matches the information provided to the proxy solicitor by the Trusts, then a representative can record your instructions over the phone.

As the Meeting date approaches, you may receive a call from a representative of the Trusts, the proxy solicitor, WCM or its affiliates if the Trusts have not yet received your vote.

Voting by Mail: If you wish to participate in the Meeting, but do not wish to give a proxy by telephone or via the Internet, you can complete, sign, date and mail the proxy card received with the proxy statement by following the instructions on the proxy card, or you can virtually attend the Meeting as described below in the section entitled “Information Regarding Attending and Participating in the Meeting”.

Information Regarding Attending and Participating in the Meeting

In light of public health concerns regarding the coronavirus pandemic, the Meeting will be held in a virtual meeting format only. You will not be able to attend the Meeting in person. Shareholders of record on the Record Date for the Meeting may participate in and vote at the Meeting on the Internet by virtual means. To participate in the Meeting virtually shareholders must register in advance by visiting https://www.viewproxy.com/mergerfund/broadridgevsm/ and submitting the required information to Broadridge, the Fund's proxy tabulator. Only shareholders of record on the Record Date, May 14, 2021, are entitled to notice of, and to vote at, the Meeting or any postponement or adjournment thereof. Proxies are being solicited on behalf of the Board of Trustees of the Trusts. Shareholders whose shares are registered directly with a Fund in the shareholder's name will be asked to submit their name and control number found on the shareholder's proxy card in order to register to participate in and vote at the Meeting. Shareholders whose shares are held by a broker, bank or other nominee must first obtain a “legal proxy” from the applicable nominee/record holder, who will then provide the shareholder with a newly-issued control number. We note that obtaining a legal proxy may take several days. Requests for registration should be received no later than 3:00 p.m., Eastern Time, on Thursday July 8, 2021, but in any event must be received by the scheduled time for commencement of the Meeting. Once shareholders have obtained a new control number, they must visit https://www.viewproxy.com/mergerfund/broadridgevsm/ and submit their name and newly issued control number in order to register to participate in and vote at the Meeting. After shareholders have submitted their registration information, they will receive an email from Broadridge that confirms that their registration request has been received and is under review by Broadridge. Once shareholders' registration requests have been accepted, they will receive (i) an email containing an event link and dial-in information to attend the Meeting, and (ii) an email with a password to enter at the event link in order to access the Meeting. Shareholders may vote before or during the Meeting at proxyvote.com. Only shareholders of the Fund present virtually or by proxy will be able to vote, or otherwise exercise the powers of a shareholder, at the Meeting.

Shareholder Proposals at Future Meetings

Under the Declarations of Trust, the Trusts are not required to hold annual meetings of Trust Shareholders to elect Trustees or for other purposes. Except as described below, it is not anticipated that a Trust will hold Shareholders’ meetings unless required by law or its Declaration of Trust. In this regard, each Trust will be required to hold a meeting to elect Trustees to fill any existing vacancies on the Board if, at any time, fewer than a majority of the Trustees have been elected by the Shareholders of the Trust. Shareholder proposals to be presented at any future meeting of Shareholders of a Trust must be received by the Trust a reasonable time before that meeting. In order for such proposals to be considered for inclusion in the proxy materials relating to that meeting, any such proposals must be received at the offices of the Fund a reasonable time before the solicitation for that meeting is made. Timely submission of a proposal does not guarantee that such proposal will be included in a proxy statement or presented at a meeting of Shareholders of a Trust.

Other Matters

Although the Meeting has been called to transact any other business that may properly come before it, the only business that management intends to virtually present or that it knows that others will virtually present are the Proposals listed in the Notice of Special Meeting. If any other matters properly come before the Meeting, the persons named in properly executed proxies have discretionary authority to vote such proxies as they shall decide.

[Only one copy of the Proxy Statement may be mailed to a household, even if more than one person in a household is a Fund Shareholder of record, unless the Fund has received contrary instructions from one or more of the Shareholders. If you need additional copies of this Proxy Statement and you are a holder of record of your shares, please call 1-855-601-2245. If your shares are held in broker street name, please contact your financial service firm to obtain additional copies of this Proxy Statement. If in the future you do not want the mailing of proxy statements and information statements to be combined with those of other members of your household, or if you have received multiple copies of this Proxy Statement and want future mailings to be combined with those of other members of your household, please contact [            ].]

INDEX OF APPENDICES

Appendix A

Nominating and Compensation Committee Charter

The MERGER Fund

THE MERGER FUND VL

WESTCHESTER CAPITAL FUNDS

Nominating AND COMPENSATION Committee Charter

The Board of Trustees (the “Board”) of The Merger Fund, The Merger Fund VL, Westchester Capital Funds, including each series thereof (each a “Fund” and collectively, the “Funds”), has adopted this Charter to govern the activities of its Nominating and Compensation Committee (the “Committee”).

Purposes and Responsibilities

The primary purposes and responsibilities of the Committee are to (i) identify individuals qualified to become members of the Board in the event that a position is vacated or created, consistent with criteria set forth below approved by the Board; (ii) select and recommend to the Board the nomination of trustees for appointment by the Board or election by the shareholders, as the case may be; (iii) set any necessary standards or qualifications for service on the Board; and (iv) set the fees of the Independent Trustees (as defined herein). The Committee shall periodically review and assess the adequacy of this Charter and recommend any proposed changes to the Board for approval.

Organization and Governance

The Committee shall be comprised of as many Trustees as the Board shall determine, but in any event not less than three (3) Trustees or, if fewer, all of the Board members who are not “interested persons” of a Fund (“Independent Trustees”), as defined in Section 2(a)(19) of the Investment Company Act of 1940, as amended (the “1940 Act”). The Committee must consist of Board members who are Independent Trustees.

The Board may appoint, remove or replace any member of the Committee at any time in its sole discretion. The Board may designate a Chairman of the Committee.

A Committee meeting shall be held in the first quarter and additionally as and when the Committee or the Board determines necessary or appropriate.

Two members of the Committee, present in person or by means of conference telephone or other means by which all persons participating in the meeting can communicate with each other, shall constitute a quorum. The act of a majority of the members of the Committee present at any meeting at which there is a quorum shall be the act of the Committee. The Committee may take action by unanimous written consent in lieu of a meeting.

The Committee shall keep written minutes of its meetings, which minutes shall be approved by the Board and maintained with the books and records of the Funds.

Qualifications for Trustee Nominees

The Committee may take into account a wide variety of criteria in considering trustee candidates, including (but not limited to):

Trustee candidates may be subject to an in-person interview with the Committee.

Retirement Policy

Except as otherwise determined by the Trustees, each Trustee shall retire from service as a member of the Board as of the December 31 next occurring after he or she attains the age of 75. The Trustees may determine to delay the retirement date of one or more Trustees for a period of one year or longer when a director offers particular expertise or experience the Board may find helpful in performing the Board’s oversight and governance functions or when other appropriate circumstances or considerations exist, in each case as determined by the Trustees.

Sources For Identification of Nominees

In identifying potential nominees for the Board, the Committee may consider candidates recommended by one or more of the following sources: (i) a Fund’s current Trustees; (ii) a Fund’s officers; (iii) a Fund’s investment adviser; (iv) a Fund’s shareholders (see below); and (v) any other source the Committee deems to be appropriate. The Committee will not consider self-nominated candidates. The Committee may, but is not required to, retain a third party search firm at a Fund’s expense to identify potential candidates.

Consideration of Candidates Recommended By Shareholders

While the Committee is solely responsible for the selection and nomination of a Fund’s trustees, the Committee may consider Independent Trustee candidates recommended by Fund shareholders as it deems appropriate. Shareholders who wish to recommend a nominee should send a nomination to the Secretary of a Fund which includes appropriate biographical information and sets forth the qualifications of the proposed nominee. The Committee may require the candidate to furnish such other information as it may reasonably require or deem necessary to determine the eligibility of such candidate to serve on the Board.

Appendix B

INVESTMENT ADVISORY AGREEMENT

THIS AGREEMENT, effective as of the [__] day of [_______], 20[__] (the “Contract Date”) by and between, [The Merger Fund/Westchester Capital Funds/Merger Fund VL], a [Massachusetts business trust/Massachusetts business trust/Delaware statutory trust] (the “Trust”), and Virtus Investment Advisers, Inc., a Massachusetts corporation (the “Adviser”).

WITNESSETH THAT:

1.       The Trust hereby appoints the Adviser to act as investment adviser to the Trust on behalf of each of the portfolio series of the Trust established and designated by the Board of Trustees of the Trust (the “Trustees”) on or before the date hereof, as listed on attached Schedule A (collectively, the “Existing Series”), for the period and on the terms set forth herein. The Adviser accepts such appointment and agrees to render the services described in this Agreement for the compensation herein provided.

2.       In the event that the Trustees desire to retain the Adviser to render investment advisory services hereunder with respect to one or more of the additional series (the “Additional Series”), by agreement in writing, the Trust and the Adviser may agree to amend Schedule A to include such Additional Series, whereupon such Additional Series shall become subject to the terms and conditions of this Agreement.

3.       The Adviser shall furnish continuously an investment program for the portfolio of each Existing Series and the portfolio of any Additional Series which may become subject to the terms and conditions set forth herein (the Existing Series and the Additional Series sometimes collectively referred to as the “Series”) and shall manage the investment and reinvestment of the assets of the portfolio of each Series, subject at all times to the supervision of the Trustees.

4.       With respect to managing the investment and reinvestment of the portfolio of the Series’ assets, the Adviser shall provide, at its own expense:

5.       The Adviser shall, for all purposes herein, be deemed to be an independent contractor.

6.       The Adviser shall furnish at its own expense, or pay the expenses of the Trust, for the following:

7.       All costs and expenses not specifically enumerated herein as payable by the Adviser shall be paid by the Trust. Such expenses shall include, but shall not be limited to, all expenses (other than those specifically referred to as being borne by the Adviser) incurred in the operation of the Trust and any public offering of its shares, including, among others, interest, taxes, brokerage fees and commissions, fees of Trustees who are not interestedaffiliated persons of the Adviser or any of its affiliated persons, expenses of Trustees’ and shareholders’ meetings including the cost of printing and mailing proxies, expenses of Adviser personnel attending Trustee meetings as required, expenses of insurance premiums for fidelity and other coverage, expenses of repurchase and redemption of shares, expenses of issue and sale of shares (to the extent not borne by its national distributor under its agreement with the Trust), expenses of printing and mailing share certificates representing shares of the FundTrust, association membership dues, charges of custodians, transfer agents, dividend disbursing agents and financial agents, bookkeeping, auditing and legal expenses. The Trust will also pay the fees and bear the expense of registering and maintaining the registration of the Trust and its shares with the Securities and Exchange Commission and registering or qualifying its shares under state or other securities laws and the expense of preparing and mailing prospectuses and reports to shareholders. Additionally, if authorized by the Trustees, the Trust shall pay for extraordinary expenses and expenses of a non-recurring nature which may include, but not be limited to the reasonable and proportionate cost of any reorganization or acquisition of assets and the cost of legal proceedings to which the Trust is a party.

8.       The Adviser shall adhere to all applicable requirements under laws, regulations, rules and orders of regulatory or judicial bodies and all applicable policies and procedures as adopted from time to time by the Trustees, including but not limited to the following:

being viewed as, a conflict of interest, and shall monitor for compliance with its Code of Ethics and report any violations to the Trust’s Compliance Officer.

9.       For providing the services and assuming the expenses outlined herein, the Trust agrees that the Adviser shall be compensated as follows:

10.       The services of the Adviser to the Trust are not to be deemed exclusive, the Adviser being free to render services to others and to engage in other activities. Without relieving the Adviser of its duties hereunder and subject to the prior approval of the Trustees and subject further to compliance with applicable provisions of the Investment Company Act, as amended, the Adviser may appoint one or more agents to perform any of the functions and services which are to be provided under the terms of this Agreement upon such terms and conditions as may be mutually agreed upon among the Trust, the Adviser and any such agent.

11.        The Adviser shall not be liable to the Trust or to any shareholder of the Trust for any error of judgment or mistake of law or for any loss suffered by the Trust or by any shareholder of the Trust in connection with the matters to which this Agreement relates, except a loss resulting from willful misfeasance, bad faith, gross negligence or reckless disregard on the part of the Adviser in the performance of its duties hereunder.

12.       It is understood that:

13.        This Agreement shall become effective with respect to the Existing Series as of the date stated above, and with respect to any Additional Series, on the date specified in any amendment to this Agreement reflecting the addition of each Additional Series in accordance with paragraph 2 (the “Amendment Date”). Unless terminated as herein provided, this Agreement shall remain in full force and effect for two years with respect to each Existing Series and until the later of such initial termination or the next succeeding anniversary thereof following the Amendment Date with respect to each Additional Series, and shall continue in full force and

effect for periods of one year thereafter with respect to each Series so long as (a) such continuance with respect to any such Series is approved at least annually by either the Trustees or by a “vote of the majority of the outstanding voting securities” of such Series and (b) the terms and any continuation of this Agreement with respect to any such Series have been approved by a vote of a majority of the Trustees who are not parties to this Agreement or “interested persons” of any such party cast in person (or otherwise, as consistent with applicable laws, regulations and related guidance and relief) at a meeting called for the purpose of voting on such approval.

Any approval andof this Agreement by a vote of the Trustees orholders of a “majority of the outstanding voting securities” of any Series shall be effective to continue this Agreement with respect to such Series notwithstanding (a) that this Agreement has not been approved by a “vote of a majority of the outstanding voting securitiessecurities” of any other Series of the Fund.  This ContractTrust affected thereby and (b) that this Agreement has not been approved by the holders of a “vote of a majority of the outstanding voting securities” of the Trust, unless either such additional approval shall be required by any other applicable law or otherwise.

14.        The Trust may onterminate this Agreement with respect to the Trust or to any Series upon 60 daysdays’ written notice be terminatedto the Adviser at any time, without the payment of any penalty, by vote of the Trustees or, as to any Series, by a “vote of the Fund, by vote of a majority of the outstanding voting securitiessecurities” of such Series. The Adviser may terminate this Agreement upon 60 days’ written notice to the Fund, or byTrust, without the Adviser.payment of any penalty. This ContractAgreement shall automatically terminatedimmediately terminate in the event of its assig nment.  In interpreting the provisions of this Contract, the definitions contained in Section 2(a) of the Act (particularly the definitions of “interested persons,” “assignment,” and“assignment”.

15.        The terms “majority of the outstanding voting securities”), “interested persons” and “assignment”, when used herein, shall have the respective meanings in the Investment Company Act.

16.       In the event of termination of this Agreement, or at the request of the Adviser, the Trust will eliminate all reference to “Virtus” from its name (if any), and will not thereafter transact business in a name using the word “Virtus” in any form or combination whatsoever, or otherwise use the word “Virtus” as a part of its name. The Trust will thereafter in all prospectuses, advertising materials, letterheads, and other material designed to be read by investors or prospective investors delete from the name the word “Virtus” or any approximation thereof. If the Adviser chooses to withdraw the Trust’s right to use the word “Virtus,” it agrees to submit the question of continuing this Agreement to a vote of the Trust’s shareholders at the time of such withdrawal.

17.        It is expressly agreed that the obligations of the Trust hereunder shall not be binding upon any of the Trustees, shareholders, nominees, officers, agents or employees of the Trust personally, but bind only the trust property of the Trust, as provided in the Declaration of Trust. The execution and delivery of this Agreement have been authorized by the Trustees and shareholders of the Trust and signed by an officer of the Trust, acting as such, and neither such authorization by such Trustees and shareholders nor such execution and delivery by such officer shall be applieddeemed to have been made by any of them individually or be binding upon or impose any liability on any of them personally, but shall bind only the trust property of the Trust as provided in its Declaration of Trust.

18.        This Agreement does not benefit any third-party not expressly named in the Agreement. To the extent that state law is not preempted by the provisions of any law of the United States heretofore or hereafter enacted, as the same may be amended from time to time, amended, subject, however,this Agreement shall be administered, construed and enforced according to such exemptionsthe laws of the [State of Delaware with respect to Merger Fund VL/Commonwealth of Massachusetts with respect to Merger Fund and Westchester Capital Funds].

19.        Unless the parties hereto mutually consent in writing to the selection of an alternative forum, any suit, action or proceeding brought by or in the right of any shareholder or any person claiming any interest in any shares seeking to enforce any provision of, or based on any matter arising out of, or in connection with, this Agreement, any Series or class or any shares, including any claim of any nature against

the Trust, any Series or class, the Trustees or officers of the Trust, shall be brought exclusively in a federal or state court located within the [State of Delaware with respect to Merger Fund VL/Commonwealth of Massachusetts with respect to Merger Fund and Westchester Capital Funds] (and the appropriate appellate courts therefrom).

20.        Subject to the duty of the Adviser and the Trust to comply with applicable law, including any demand of any regulatory or taxing authority having jurisdiction, the parties hereto shall treat as confidential all information pertaining to the Series and any Additional Series that may be grantednamed, and the actions of the Adviser and the Trust in respect thereof.

21.       In the case of class action suits involving securities held in the Series’ portfolios, the Adviser may include information about the Series for purposes of participating in any settlements.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized officers as of the day and year first written above.

SCHEDULE A

SERIES AND FEES

Appendix C

The purpose of the tables below is to assist you in understanding your Fund’s annual fund operating expenses (expenses that you pay each year as a percentage of the value of your investment) both under your Fund’s current arrangements (Current Investment Advisory Agreement) and assuming all of the Proposals are approved and the Acquisition is effected (Proposed Investment Advisory Agreement), as described in the foregoing proxy statement. The tables set forth below are based on the Funds’ assets under management as of the Fund’s most recent fiscal year end (December 31, 2020) and provide an estimate of the pro forma total annual expenses that each Fund would have incurred during that period had the Proposed Investment Advisory Agreement been in effect, and the Acquisition had occurred, at the beginning of that period. The actual fees and expenses you may bear may differ.

Investments in Investor Class shares and Institutional Class shares of the Funds are not subject to any rule, regulation, order,front-end sales charge or any contingent deferred sales charge. Following the Acquisition, the Board of Trustees of the Trusts expects to impose a front-end sales charge and/or a contingent deferred sales charge on purchases or redemptions of Investor Class shares. If any front-end or deferred sales charges are imposed on Investor Class shares of the Funds following the Acquisition and as part of the transition to VIA as investment manager, Investor Class shareholders of the Funds at the time of the Acquisition will be eligible for waivers of those sales charges in respect of additional purchases of Investor Class shares of the same Fund.

The Merger Fund

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)

¹ Based on net assets as of December 31, 2020.

² Acquired Fund Fees and Expenses are the indirect costs of investing in other investment companies. The operating expenses in this fee table may not correlate to the expense ratios in the Fund’s financial highlights because the financial statements include only the direct operating expenses incurred by the Fund, not the indirect costs of investing in other investment companies.

³ The Fund’s contractual management fee rate is 1.00% of the Fund’s average daily net assets. The Adviser has contractually agreed to waive its management fee so that the management fee will be: (i) 1.00% of the first $2 billion in average daily net assets of the Fund; and (ii) 0.93% of the average daily net assets of the Fund above $2 billion. This fee waiver arrangement will apply until April 30, 2022, unless it is terminated at an earlier time by the Fund’s Board of Trustees. In addition, VIA has agreed to (i) extend the term of that fee waiver arrangement for two years from the effective date of the Proposed Advisory Agreement and (ii) limit the Fund’s expenses for two years from the effective date of the Proposed Investment Advisory Agreement so that the Fund’s net total expenses (excluding taxes, commissions, mark-ups, litigation expenses, indemnification expenses, interest expenses, borrowing expenses, including on securities sold short, dividend expenses on securities sold short, trading or investment expenses, Acquired Fund Fees and Expenses, and any extraordinary expenses) are no actionhigher than they were at the end of the semiannual period ending June 30, 2021.

Examples. The Examples are intended to help you compare the cost of investing in shares of the Fund with the costs of investing in other mutual funds. The Examples assume that you invest $10,000 in the noted class of shares for the time periods indicated, your investment has a 5% return each year, and the Fund’s operating expenses remain the same. Although your actual costs may be higher or lower, the Examples show what your costs would be based on these assumptions. The Examples are based, for the first year, on Total Annual Fund Operating Expenses After Expense Waiver and Reimbursement and, for all other periods, on Total Annual Fund Operating Expenses Before Expense Waiver and Reimbursement.

The Merger Fund VL

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)

¹ Based on net assets as of December 31, 2020.

² Acquired Fund Fees and Expenses are the indirect costs of investing in other investment companies. The operating expenses in this fee table may not correlate to the expense ratios in the Fund’s financial highlights because the financial statements include only the direct operating expenses incurred by the Fund, not the indirect costs of investing in other investment companies.

³ The Adviser has contractually agreed to waive all or a portion of its management fee and, if necessary, to bear certain other expenses (to the extent permitted by the Internal Revenue Code of 1986, as amended, but not including brokerage commissions, short dividends, interest expense, taxes, acquired fund fees and expenses or extraordinary expenses) associated with operating the Fund to the extent necessary to limit the annualized expenses of the Fund to 1.40% of the Fund’s average daily net assets. This expense limitation agreement will apply until April 30, 2022, unless it is terminated at an earlier time by the Board of Trustees. The Adviser may recapture some or all of the amounts it waives or absorbs on behalf of the Fund at any time within three years of the end of the fiscal year in which the fee was reduced or waived or the expense was borne provided that doing so would not cause the Fund’s operating expenses for that year, excluding brokerage commissions, short dividends, interest expense, taxes, acquired fund fees and expenses or extraordinary expenses, to exceed 1.40% or be inconsistent with the terms of any expense limitation agreement in effect at the time of recoupment. VIA has agreed to extend the terms of this expense limitation for two years from the effective date of the Proposed Investment Advisory Agreement or, if it is less, at the level of the Fund’s net total annual operating expenses at the end of the semiannual period ending June 30, 2021.

Examples. The Examples are intended to help you compare the cost of investing in shares of the Fund with the costs of investing in other mutual funds. The Examples assume that you invest $10,000 in the noted class of shares for the time periods indicated, your investment has a 5% return each year, and the Fund’s operating expenses remain the same. Although your actual costs may be higher or lower, the Examples show what your costs would be based on these assumptions. The Examples are based, for the first year, on Total Annual Fund Operating Expenses After Expense Waiver and Reimbursement and, for all other periods, on Total Annual Fund Operating Expenses Before Expense Waiver and Reimbursement.

Event-Driven Fund

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)

¹ Based on net assets as of December 31, 2020.

² Acquired Fund Fees and Expenses are the indirect costs of investing in other investment companies. The operating expenses in this fee table may not correlate to the expense ratios in the Fund’s financial highlights because the financial statements include only the direct operating expenses incurred by the Fund, not the indirect costs of investing in other investment companies.

⁴ The Adviser has contractually agreed to waive its investment advisory fee and to reimburse the Fund for other ordinary operating expenses to the extent necessary to limit ordinary operating expenses to an amount not to exceed 1.57% and 1.82% for Institutional Class shares and Investor Class shares, respectively. Ordinary operating expenses exclude taxes, commissions, mark-ups, litigation expenses, indemnification expenses, interest expenses, borrowing expenses, including on securities sold short, dividend expenses on securities sold short, trading or investment expenses, Acquired Fund Fees and Expenses, and any extraordinary expenses. These expense limitations will apply until April 30, 2022, unless they are terminated by the Fund’s Board of Trustees at an earlier time. To the extent that the Adviser waives its investment advisory fee and/or reimburses the Fund for other ordinary operating expenses, it may seek reimbursement of a portion or all of such amounts at any time within three fiscal years after the fiscal year in which such amounts were waived or reimbursed, subject to the expense limitations in place at the time such amounts were waived or reimbursed. VIA has agreed to contractually limit the Fund’s expenses for two years from the effective date of the Proposed Investment Advisory Agreement so that the Fund’s net total expenses (excluding taxes, commissions, mark-ups, litigation expenses, indemnification expenses, interest expenses, borrowing expenses, including on securities sold short, dividend expenses on securities sold short, trading or investment expenses, Acquired Fund Fees and Expenses, and any extraordinary expenses) do not exceed 1.57% or 1.82% for Institutional Class shares and Investor Class shares, respectively, or if less, the level of the Institutional Class shares’ and Investor Class shares’ at the end of the semiannual period ending June 30, 2021.

Examples. The Examples are intended to help you compare the cost of investing in shares of the Fund with the costs of investing in other mutual funds. The Examples assume that you invest $10,000 in the noted class of shares for the time periods indicated, your investment has a 5% return each year, and the Fund’s operating expenses remain the same. Although your actual costs may be higher or lower, the Examples show what your costs would be based on these assumptions. The Examples are based, for the first year, on Total Annual Fund Operating Expenses After Expense Waiver and Reimbursement and, for all other periods, on Total Annual Fund Operating Expenses Before Expense Waiver and Reimbursement.

Credit Event Fund

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)

¹ Based on net assets as of December 31, 2020.

² Acquired Fund Fees and Expenses are the indirect costs of investing in other investment companies. The operating expenses in this fee table may not correlate to the expense ratios in the Fund’s financial highlights because the financial statements include only the direct operating expenses incurred by the Fund, not the indirect costs of investing in other investment companies.

³ The Adviser has contractually agreed to waive its investment advisory fee and to reimburse the Fund for other ordinary operating expenses to the extent necessary to limit ordinary operating expenses to an amount not to exceed 1.64% and 1.89% for Institutional Class shares and Investor Class shares, respectively. Ordinary operating expenses exclude taxes, commissions, mark-ups, litigation expenses, indemnification expenses, interest expenses, borrowing expenses, including on securities sold short, dividend expenses on securities sold short, trading or investment expenses, Acquired Fund Fees and Expenses, and any extraordinary expenses. This expense limitation will apply until April 30, 2022, unless it is terminated by the Fund’s Board of Trustees at an earlier time. To the extent that the Adviser waives its investment advisory fee and/or reimburses the Fund for other ordinary operating expenses, it may seek reimbursement of a portion or all of such amounts at any time within three fiscal years after the fiscal year in which such amounts were waived or reimbursed, subject to the expense limitation in place at the time such amounts were waived or reimbursed and the terms of any expense limitations in place at the time of recoupment. VIA has agreed to contractually limit the Fund’s expenses for two years from the effective date of the Proposed Investment Advisory Agreement so that the Fund’s net total expenses (excluding taxes, commissions, mark-ups, litigation expenses, indemnification expenses, interest expenses, borrowing expenses, including on securities sold short, dividend expenses on securities sold short, trading or investment expenses, Acquired Fund Fees and Expenses, and any extraordinary expenses) will not exceed 1.64% or 1.89% for Institutional Class shares and Investor Class shares, respectively, or, if less, the relevant class’ net total annual operating expenses at the end of the semiannual period ending June 30, 2021.