|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares
|
|
|
Value
|
|
|
|
|
|
|
|
|
|
|
COMMON STOCKS (continued)
|
|
|
INDUSTRIAL - 3.1%
|
|
Woodward, Inc.
|
|
|
963,900
|
|
|
$
|
38,556,000
|
|
Xylem, Inc.
|
|
|
989,800
|
|
|
|
26,665,212
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
65,221,212
|
|
|
INDUSTRIAL CONGLOMERATES - 2.1%
|
|
Pall Corp.
|
|
|
667,000
|
|
|
|
44,308,810
|
|
|
INSURANCE BROKERS - 3.5%
|
|
Brown & Brown, Inc.
|
|
|
2,306,400
|
|
|
|
74,358,336
|
|
|
LEISURE & AMUSEMENT - 0.7%
|
|
Royal Caribbean Cruises, Ltd.
|
|
|
442,450
|
|
|
|
14,751,283
|
|
|
LEISURE PRODUCTS - 1.3%
|
|
Brunswick Corp.
|
|
|
834,900
|
|
|
|
26,675,055
|
|
|
PHARMACEUTICALS - 2.8%
|
|
Perrigo Co.
|
|
|
482,100
|
|
|
|
58,334,100
|
|
|
RAILROADS - 0.8%
|
|
Genesee & Wyoming, Inc. Class A*
|
|
|
199,200
|
|
|
|
16,900,128
|
|
|
REAL ESTATE MANAGEMENT & SERVICES - 2.6%
|
|
Jones Lang LaSalle, Inc.
|
|
|
595,700
|
|
|
|
54,292,098
|
|
|
RESTAURANTS - 1.1%
|
|
Cracker Barrel Old Country Store, Inc.
|
|
|
253,400
|
|
|
|
23,986,844
|
|
|
RETAIL - 12.3%
|
|
AutoZone, Inc.*
|
|
|
83,000
|
|
|
|
35,166,270
|
|
Bed Bath & Beyond, Inc.*
|
|
|
435,000
|
|
|
|
30,841,500
|
|
Coach, Inc.
|
|
|
353,000
|
|
|
|
20,152,770
|
|
Dollar Tree, Inc.*
|
|
|
399,500
|
|
|
|
20,310,580
|
|
DSW, Inc. Class A
|
|
|
481,000
|
|
|
|
35,339,070
|
|
Mattel, Inc.
|
|
|
685,105
|
|
|
|
31,042,107
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares
|
|
|
Value
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
RETAIL (continued)
|
|
PetSmart, Inc.
|
|
|
457,215
|
|
|
$
|
30,628,833
|
|
Sally Beauty Holdings, Inc.*
|
|
|
1,036,300
|
|
|
|
32,228,930
|
|
Tumi Holdings, Inc.*
|
|
|
1,059,900
|
|
|
|
25,437,600
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
261,147,660
|
|
|
TECHNOLOGY - 5.5%
|
|
Avago Technologies, Ltd. (Singapore)
|
|
|
1,167,600
|
|
|
|
43,644,888
|
|
Trimble Navigation, Ltd.*
|
|
|
1,765,700
|
|
|
|
45,925,857
|
|
Zebra Technologies Corp.
Class A*
|
|
|
635,900
|
|
|
|
27,623,496
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
117,194,241
|
|
|
TECH - SOFTWARE - 7.0%
|
|
ANSYS, Inc.*
|
|
|
450,500
|
|
|
|
32,931,550
|
|
Citrix Systems, Inc.*
|
|
|
430,200
|
|
|
|
25,953,966
|
|
MICROS Systems, Inc.* .
|
|
|
378,800
|
|
|
|
16,345,220
|
|
QLIK Technologies, Inc.*
|
|
|
257,000
|
|
|
|
7,265,390
|
|
Solera Holdings, Inc
|
|
|
571,600
|
|
|
|
31,809,540
|
|
Teradata Corp.*
|
|
|
590,300
|
|
|
|
29,650,769
|
|
TIBCO Software, Inc.*
|
|
|
156,100
|
|
|
|
3,340,540
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
147,296,975
|
|
|
TRANSPORTATION - 1.6%
|
|
Kirby Corp.*
|
|
|
425,000
|
|
|
|
33,804,500
|
|
|
|
|
TRUCKING - 1.8%
|
|
|
|
|
|
|
|
|
J.B. Hunt Transport Services, Inc.
|
|
|
535,700
|
|
|
|
38,698,968
|
|
|
|
TOTAL COMMON STOCKS - 94.0%
(Cost $1,549,216,670)
|
|
|
|
1,985,807,831
|
|
|
|
|
|
|
|
|
|
|
The
accompanying notes are an integral part of the financial statements.
19
Meridian Growth Fund
Schedule of Investments (continued)
June 30, 2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Value
|
|
|
|
|
|
|
|
|
|
U.S. GOVERNMENT OBLIGATIONS - 2.4%
|
|
U.S. Treasury Bill @ .035%**
due 08/08/13
(Face Value $35,000,000)
|
|
$
|
34,998,707
|
|
U.S. Treasury Bill @ .041%**
due 09/19/13
(Face Value $15,000,000)
|
|
|
14,998,995
|
|
|
|
|
|
|
|
|
|
|
TOTAL U.S. GOVERNMENT OBLIGATIONS
(Cost $49,997,374)
|
|
|
49,997,702
|
|
|
|
|
|
|
|
|
|
|
TOTAL INVESTMENTS - 96.4%
(Cost $1,599,214,044)
|
|
|
2,035,805,533
|
|
|
|
CASH AND OTHER ASSETS, LESS
LIABILITIES - 3.6%
|
|
|
77,139,592
|
|
|
|
|
|
|
|
|
|
|
NET ASSETS - 100.0%
|
|
$
|
2,112,945,125
|
|
|
|
|
|
|
|
|
*
|
Non-income
producing securities
|
**
|
Annualized yield at date of purchase
|
The
accompanying notes are an integral part of the financial statements.
20
Meridian Value Fund
Schedule of Investments
June 30, 2013
|
|
|
|
|
|
|
|
|
|
|
Shares
|
|
|
Value
|
|
|
|
|
|
|
|
|
|
|
COMMON STOCKS - 94.8%
|
|
|
AEROSPACE & DEFENSE - 3.7%
|
|
FLIR Systems, Inc.
|
|
|
512,100
|
|
|
$
|
13,811,337
|
|
Orbital Sciences Corp.* .
|
|
|
694,400
|
|
|
|
12,061,728
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
25,873,065
|
|
|
APPAREL - 4.2%
|
|
Gildan Activewear, Inc. (Canada)
|
|
|
325,300
|
|
|
|
13,177,903
|
|
Maidenform Brands, Inc.*
|
|
|
297,500
|
|
|
|
5,155,675
|
|
Wolverine World Wide,
Inc.
|
|
|
205,000
|
|
|
|
11,195,050
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
29,528,628
|
|
|
AUTOMOTIVE WHOLESALE SERVICES - 2.2%
|
|
LKQ Corp.*
|
|
|
607,200
|
|
|
|
15,635,400
|
|
|
BANKING - COMMERCIAL - 1.7%
|
|
Associated Banc-Corp.
|
|
|
783,600
|
|
|
|
12,184,980
|
|
|
BANKING - REGIONAL BANKS - 2.0%
|
|
First Niagara Financial Group, Inc. .
|
|
|
1,419,700
|
|
|
|
14,296,379
|
|
|
BASIC MATERIALS - 1.9%
|
|
Compass Minerals International, Inc.
|
|
|
162,000
|
|
|
|
13,693,860
|
|
|
CHEMICALS - SPECIALTY - 0.9%
|
|
Innophos Holdings, Inc.
|
|
|
139,800
|
|
|
|
6,594,366
|
|
|
CONSULTING SERVICES - 2.5%
|
|
Huron Consulting Group, Inc.*
|
|
|
387,800
|
|
|
|
17,931,872
|
|
|
CONSUMER PRODUCTS - 1.5%
|
|
Scotts Miracle-Gro Co. (The) Class A
|
|
|
214,500
|
|
|
|
10,362,495
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares
|
|
|
Value
|
|
|
|
|
|
|
|
|
|
|
|
DIVERSIFIED FINANCIAL SERVICES - 4.4%
|
|
Broadridge Financial Solutions, Inc.
|
|
|
790,600
|
|
|
$
|
21,014,148
|
|
Equifax, Inc.
|
|
|
170,800
|
|
|
|
10,065,244
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
31,079,392
|
|
|
DIVERSIFIED OPERATIONS - 1.8%
|
|
Koninklijke Philips Electronics N.V. (Netherlands)
|
|
|
475,231
|
|
|
|
12,921,531
|
|
|
ENERGY - 4.2%
|
|
Energen Corp.
|
|
|
154,100
|
|
|
|
8,053,266
|
|
EOG Resources, Inc.
|
|
|
110,000
|
|
|
|
14,484,800
|
|
Occidental Petroleum
Corp.
|
|
|
81,700
|
|
|
|
7,290,091
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
29,828,157
|
|
|
FOOD - 3.3%
|
|
Chiquita Brands International, Inc.*
|
|
|
256,800
|
|
|
|
2,804,256
|
|
Flowers Foods, Inc.
|
|
|
608,550
|
|
|
|
13,418,527
|
|
Lancaster Colony Corp.
|
|
|
85,900
|
|
|
|
6,699,341
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
22,922,124
|
|
|
HEALTH CARE PRODUCTS - 4.4%
|
|
Haemonetics Corp.*
|
|
|
439,500
|
|
|
|
18,173,325
|
|
Masimo Corp.
|
|
|
609,110
|
|
|
|
12,913,132
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
31,086,457
|
|
|
HEALTH CARE SERVICES - 3.0%
|
|
Humana, Inc.
|
|
|
118,300
|
|
|
|
9,982,154
|
|
ICON Plc ADR* (Ireland)
|
|
|
308,000
|
|
|
|
10,912,440
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
20,894,594
|
|
|
HOME IMPROVEMENT RETAIL - 1.6%
|
|
Sherwin-Williams Co. (The)
|
|
|
58,000
|
|
|
|
10,242,800
|
|
|
HOUSEHOLD - HOME FURNISHINGS - 1.1%
|
|
Tempur Sealy International, Inc.*
|
|
|
172,700
|
|
|
|
7,581,530
|
|
The
accompanying notes are an integral part of the financial statements.
21
Meridian Value Fund
Schedule of Investments (continued)
June 30, 2013
|
|
|
|
|
|
|
|
|
|
|
Shares
|
|
|
Value
|
|
|
|
|
|
|
|
|
|
|
COMMON STOCKS (continued)
|
|
|
INDUSTRIAL - 5.1%
|
|
Flowserve Corp.
|
|
|
231,900
|
|
|
$
|
12,524,919
|
|
Lennox International, Inc.
|
|
|
196,900
|
|
|
|
12,707,926
|
|
Xylem, Inc.
|
|
|
401,600
|
|
|
|
10,819,104
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
36,051,949
|
|
|
INDUSTRIAL CONGLOMERATES - 1.4%
|
|
Air Products & Chemicals,
Inc.
|
|
|
107,000
|
|
|
|
9,797,990
|
|
|
INDUSTRIAL SERVICES - 1.0%
|
|
W.W. Grainger, Inc.
|
|
|
28,400
|
|
|
|
7,161,912
|
|
|
INSURANCE - 2.5%
|
|
Arthur J Gallagher & Co.
|
|
|
396,100
|
|
|
|
17,305,609
|
|
|
LEISURE & AMUSEMENT - 4.2%
|
|
Bally Technologies, Inc.*
|
|
|
269,000
|
|
|
|
15,176,980
|
|
Polaris Industries, Inc.
|
|
|
149,000
|
|
|
|
14,155,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
29,331,980
|
|
|
|
|
METALS - 0.8%
|
|
|
|
|
|
|
|
|
New Gold, Inc.* (Canada)
|
|
|
889,700
|
|
|
|
5,711,874
|
|
|
OFFICE SERVICES & SUPPLIES - 2.0%
|
|
Steelcase, Inc. Class A
|
|
|
982,000
|
|
|
|
14,317,560
|
|
|
PACKAGING - 1.6%
|
|
Aptargroup, Inc.
|
|
|
206,300
|
|
|
|
11,389,823
|
|
|
PHARMACEUTICALS - 1.4%
|
|
Hospira, Inc.*
|
|
|
257,400
|
|
|
|
9,860,994
|
|
|
RAILROADS - 3.0%
|
|
Genesee & Wyoming, Inc. Class A*
|
|
|
75,100
|
|
|
|
6,371,484
|
|
Union Pacific Corp.
|
|
|
93,800
|
|
|
|
14,471,464
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
20,842,948
|
|
|
REAL ESTATE - 2.3%
|
|
Alexander & Baldwin, Inc.*
|
|
|
411,200
|
|
|
|
16,345,200
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares
|
|
|
Value
|
|
|
|
|
|
|
|
|
|
|
|
RESTAURANTS - 1.2%
|
|
Dennys Corp.*
|
|
|
1,508,600
|
|
|
$
|
8,478,332
|
|
|
RETAIL - 2.9%
|
|
Aeropostale, Inc.*
|
|
|
457,900
|
|
|
|
6,319,020
|
|
Mattel, Inc.
|
|
|
308,500
|
|
|
|
13,978,135
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
20,297,155
|
|
|
SEMICONDUCTORS - 4.6%
|
|
Linear Technology Corp.
|
|
|
316,200
|
|
|
|
11,648,808
|
|
NVIDIA Corp.
|
|
|
560,500
|
|
|
|
7,863,815
|
|
Power Integrations, Inc.
|
|
|
321,800
|
|
|
|
13,052,208
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
32,564,831
|
|
|
STORAGE - 1.3%
|
|
Mobile Mini, Inc.*
|
|
|
279,438
|
|
|
|
9,263,370
|
|
|
TECHNOLOGY - 10.0%
|
|
Brocade Communications Systems, Inc.*
|
|
|
1,183,600
|
|
|
|
6,817,536
|
|
Cree, Inc.*
|
|
|
107,000
|
|
|
|
6,833,020
|
|
eBay, Inc.*
|
|
|
191,000
|
|
|
|
9,878,520
|
|
Informatica Corp.*
|
|
|
290,600
|
|
|
|
10,165,188
|
|
Itron, Inc.*
|
|
|
181,200
|
|
|
|
7,688,316
|
|
National Instruments Corp.
|
|
|
288,400
|
|
|
|
8,057,896
|
|
Ubiquiti Networks, Inc.
|
|
|
215,500
|
|
|
|
3,779,870
|
|
Verint Systems, Inc.*
|
|
|
491,500
|
|
|
|
17,433,505
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
70,653,851
|
|
|
TECH - SOFTWARE - 1.3%
|
|
Citrix Systems, Inc.*
|
|
|
147,000
|
|
|
|
8,868,510
|
|
|
TRANSPORTATION - 1.3%
|
|
Matson, Inc.
|
|
|
354,800
|
|
|
|
8,870,000
|
|
|
UTILITIES - 2.5%
|
|
Hawaiian Electric Industries, Inc.
|
|
|
699,375
|
|
|
|
17,701,181
|
|
|
|
TOTAL COMMON STOCKS - 94.8%
(Cost $508,079,496)
|
|
|
|
667,472,699
|
|
|
|
|
|
|
|
|
|
|
The
accompanying notes are an integral part of the financial statements.
22
Meridian Value Fund
Schedule of Investments (continued)
June 30, 2013
|
|
|
|
|
|
|
|
|
|
|
Value
|
|
|
|
|
|
|
|
|
|
U.S. GOVERNMENT OBLIGATIONS - 2.1%
|
|
U.S. Treasury Bill @ .041%**
due 09/19/13
(Face Value $15,000,000)
|
|
$
|
14,998,995
|
|
|
|
TOTAL U.S. GOVERNMENT OBLIGATIONS
(Cost $14,998,667)
|
|
|
14,998,995
|
|
|
|
|
|
|
|
|
|
|
TOTAL INVESTMENTS - 96.9%
(Cost $523,078,163) . .
|
|
|
682,471,694
|
|
|
|
CASH AND OTHER ASSETS, LESS LIABILITIES - 3.1%
|
|
|
22,050,927
|
|
|
|
|
|
|
|
|
|
|
NET ASSETS - 100.0%
|
|
$
|
704,522,621
|
|
|
|
|
|
|
|
|
ADR -
American Depositary Receipt
*
|
Non-income
producing securities
|
**
|
Annualized yield at date of purchase
|
The
accompanying notes are an integral part of the financial statements.
23
Meridian Fund, Inc.
Statements of Assets and Liabilities
June 30, 2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity
Income Fund
|
|
|
Growth Fund
|
|
|
Value Fund
|
|
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investments (Cost $23,250,093, $1,599,214,044 and $523,078,163 respectively)
|
|
$
|
28,405,814
|
|
|
$
|
2,035,805,533
|
|
|
$
|
682,471,694
|
|
Cash
|
|
|
372,958
|
|
|
|
69,009,400
|
|
|
|
23,691,197
|
|
Receivable for:
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital shares purchased
|
|
|
|
|
|
|
448,291
|
|
|
|
93,799
|
|
Securities sold
|
|
|
|
|
|
|
23,017,598
|
|
|
|
8,573,935
|
|
Dividends
|
|
|
67,716
|
|
|
|
518,587
|
|
|
|
513,872
|
|
Interest
|
|
|
14
|
|
|
|
3,347
|
|
|
|
1,161
|
|
Prepaid expenses
|
|
|
31,196
|
|
|
|
30,260
|
|
|
|
9,090
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL ASSETS
|
|
|
28,877,698
|
|
|
|
2,128,833,016
|
|
|
|
715,354,748
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Payable for:
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital shares sold
|
|
|
99,492
|
|
|
|
2,053,399
|
|
|
|
382,692
|
|
Securities purchased
|
|
|
|
|
|
|
12,021,406
|
|
|
|
9,624,293
|
|
Accrued expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
Investment advisory fees
|
|
|
10,599
|
|
|
|
1,319,027
|
|
|
|
582,998
|
|
Professional fees
|
|
|
62,669
|
|
|
|
271,010
|
|
|
|
139,685
|
|
Other payables and accrued expenses
|
|
|
7,780
|
|
|
|
223,049
|
|
|
|
102,459
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL LIABILITIES
|
|
|
180,540
|
|
|
|
15,887,891
|
|
|
|
10,832,127
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET ASSETS
|
|
$
|
28,697,158
|
|
|
$
|
2,112,945,125
|
|
|
$
|
704,522,621
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital shares issued and outstanding, par value $0.01 (500,000,000, 500,000,000 and 500,000,000 shares authorized,
respectively)
|
|
|
2,322,939
|
|
|
|
47,682,084
|
|
|
|
18,940,452
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net asset value per share (offering and redemption price)
|
|
$
|
12.35
|
|
|
$
|
44.31
|
|
|
$
|
37.20
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Assets consist of:
|
|
|
|
|
|
|
|
|
|
|
|
|
Paid in capital
|
|
$
|
25,817,086
|
|
|
$
|
1,477,038,861
|
|
|
$
|
600,710,439
|
|
Accumulated net realized gain (loss) on investments and foreign currency translations
|
|
|
(2,724,972
|
)
|
|
|
200,389,453
|
|
|
|
(58,414,701
|
)
|
Net unrealized appreciation on investments and foreign currency translations
|
|
|
5,155,721
|
|
|
|
436,591,489
|
|
|
|
159,393,531
|
|
Undistributed (distributions in excess of) net investment income
|
|
|
449,323
|
|
|
|
(1,074,678
|
)
|
|
|
2,833,352
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
28,697,158
|
|
|
$
|
2,112,945,125
|
|
|
$
|
704,522,621
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are
an integral part of the financial statements.
24
Meridian Fund, Inc.
Statements of Operations
For the Year Ended June 30, 2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity
Income Fund
|
|
|
Growth Fund
|
|
|
Value Fund
|
|
INVESTMENT INCOME
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividends
|
|
$
|
915,927
|
|
|
$
|
21,683,995
|
|
|
$
|
10,926,582
|
|
Foreign tax withholding
|
|
|
(2,561
|
)
|
|
|
(107,692
|
)
|
|
|
(127,498
|
)
|
Interest
|
|
|
545
|
|
|
|
86,428
|
|
|
|
25,222
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total investment income
|
|
|
913,911
|
|
|
|
21,662,731
|
|
|
|
10,824,306
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EXPENSES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investment advisory fees
|
|
|
256,938
|
|
|
|
16,661,807
|
|
|
|
6,908,791
|
|
Custodian fees
|
|
|
7,627
|
|
|
|
200,481
|
|
|
|
67,834
|
|
Directors fees and expenses
|
|
|
1,000
|
|
|
|
306,163
|
|
|
|
97,176
|
|
Pricing fees
|
|
|
26,900
|
|
|
|
215,459
|
|
|
|
84,866
|
|
Professional fees
|
|
|
73,336
|
|
|
|
793,511
|
|
|
|
269,735
|
|
Registration and filing fees
|
|
|
35,843
|
|
|
|
59,472
|
|
|
|
42,510
|
|
Reports to shareholders
|
|
|
3,426
|
|
|
|
311,687
|
|
|
|
134,668
|
|
Transfer agent fees
|
|
|
13,053
|
|
|
|
524,013
|
|
|
|
362,626
|
|
Miscellaneous expenses
|
|
|
938
|
|
|
|
77,362
|
|
|
|
23,465
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total expenses
|
|
|
419,061
|
|
|
|
19,149,955
|
|
|
|
7,991,671
|
|
|
|
|
|
Fees waived by Adviser (Note 2)
|
|
|
(75,932
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net expenses
|
|
|
343,129
|
|
|
|
19,149,955
|
|
|
|
7,991,671
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income
|
|
|
570,782
|
|
|
|
2,512,776
|
|
|
|
2,832,635
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FOREIGN CURRENCY RELATED TRANSACTIONS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net realized gain on investments
|
|
|
1,655,567
|
|
|
|
363,025,066
|
|
|
|
101,658,219
|
|
Net realized loss on foreign currency related transactions
|
|
|
|
|
|
|
|
|
|
|
853
|
|
Net change in unrealized appreciation/depreciation on investments
|
|
|
2,402,213
|
|
|
|
(55,210,405
|
)
|
|
|
32,364,704
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net realized and unrealized gain on investments and foreign currency related translations
|
|
|
4,057,780
|
|
|
|
307,814,661
|
|
|
|
134,023,776
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS
|
|
$
|
4,628,562
|
|
|
$
|
310,327,437
|
|
|
$
|
136,856,411
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are
an integral part of the financial statements.
25
Meridian Fund, Inc.
Statements of Changes in Net Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity Income Fund
|
|
|
Growth Fund
|
|
|
|
Year Ended
June 30, 2013
|
|
|
Year Ended
June 30, 2012
|
|
|
Year Ended
June 30, 2013
|
|
|
Year Ended
June 30, 2012
|
|
OPERATIONS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income
|
|
$
|
570,782
|
|
|
$
|
716,129
|
|
|
$
|
2,512,776
|
|
|
$
|
5,425,699
|
|
Net realized gain on investments
|
|
|
1,655,567
|
|
|
|
1,247,536
|
|
|
|
363,025,066
|
|
|
|
182,254,242
|
|
Net change in unrealized appreciation/depreciation on investments
|
|
|
2,402,213
|
|
|
|
(1,059,666
|
)
|
|
|
(55,210,405
|
)
|
|
|
(132,481,769
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net increase in net assets from operations
|
|
|
4,628,562
|
|
|
|
903,999
|
|
|
|
310,327,437
|
|
|
|
55,198,172
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
DISTRIBUTIONS TO SHAREHOLDERS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Distributions from ordinary income
|
|
|
(639,477
|
)
|
|
|
(666,723
|
)
|
|
|
(6,998,656
|
)
|
|
|
(3,952,996
|
)
|
Distributions from net realized capital gains
|
|
|
|
|
|
|
|
|
|
|
(312,972,771
|
)
|
|
|
(179,546,182
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net distributions
|
|
|
(639,477
|
)
|
|
|
(666,723
|
)
|
|
|
(319,971,427
|
)
|
|
|
(183,499,178
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CAPITAL SHARE TRANSACTIONS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds from sales of shares
|
|
|
525,065
|
|
|
|
1,755,274
|
|
|
|
222,874,783
|
|
|
|
606,354,021
|
|
Reinvestment of distributions
|
|
|
626,539
|
|
|
|
661,090
|
|
|
|
308,104,009
|
|
|
|
177,474,961
|
|
Redemption fees.
|
|
|
|
|
|
|
3,282
|
|
|
|
78,376
|
|
|
|
172,598
|
|
Less: redemptions of shares
|
|
|
(7,187,267
|
)
|
|
|
(7,556,784
|
)
|
|
|
(892,551,886
|
)
|
|
|
(786,698,568
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Decrease resulting from capital share transactions.
|
|
|
(6,035,663
|
)
|
|
|
(5,137,138
|
)
|
|
|
(361,494,718
|
)
|
|
|
(2,696,988
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total decrease in net assets
|
|
|
(2,046,578
|
)
|
|
|
(4,899,862
|
)
|
|
|
(371,138,708
|
)
|
|
|
(130,997,994
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Beginning of year
|
|
|
30,743,736
|
|
|
|
35,643,598
|
|
|
|
2,484,083,833
|
|
|
|
2,615,081,827
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
End of year
|
|
$
|
28,697,158
|
|
|
$
|
30,743,736
|
|
|
$
|
2,112,945,125
|
|
|
$
|
2,484,083,833
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Undistributed (distributions in excess of) net investment income at end of year
|
|
$
|
449,323
|
|
|
$
|
518,016
|
|
|
$
|
(1,074,678
|
)
|
|
$
|
2,165,221
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are
an integral part of the financial statements.
26
Meridian Fund, Inc.
Statements of Changes in Net Assets
|
|
|
|
|
|
|
|
|
|
|
Value Fund
|
|
|
|
Year Ended
June 30, 2013
|
|
|
Year Ended
June 30, 2012
|
|
OPERATIONS
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income
|
|
$
|
2,832,635
|
|
|
$
|
2,282,603
|
|
Net realized gain on investments and foreign currency related transactions
|
|
|
101,659,072
|
|
|
|
67,572,308
|
|
Net change in unrealized appreciation/depreciation on investments and foreign currency related translations
|
|
|
32,364,704
|
|
|
|
(51,595,129
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
Net increase in net assets from operations
|
|
|
136,856,411
|
|
|
|
18,259,782
|
|
|
|
|
|
|
|
|
|
|
|
|
|
DISTRIBUTIONS TO SHAREHOLDERS
|
|
|
|
|
|
|
|
|
|
|
|
Distributions from ordinary income
|
|
|
(2,282,630
|
)
|
|
|
(3,256,492
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
Net distributions
|
|
|
(2,282,630
|
)
|
|
|
(3,256,492
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
CAPITAL SHARE TRANSACTIONS
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds from sales of shares
|
|
|
12,805,749
|
|
|
|
17,262,910
|
|
Reinvestment of distributions
|
|
|
2,219,386
|
|
|
|
3,188,208
|
|
Redemption fees
|
|
|
2,031
|
|
|
|
8,236
|
|
Less: redemptions of shares
|
|
|
(133,725,786
|
)
|
|
|
(216,127,160
|
)
|
|
|
|
|
|
|
|
|
|
Decrease resulting from capital share transactions
|
|
|
(118,698,620
|
)
|
|
|
(195,667,806
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
Total increase (decrease) in net assets
|
|
|
15,875,161
|
|
|
|
(180,664,516
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
NET ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
Beginning of year
|
|
|
688,647,460
|
|
|
|
869,311,976
|
|
|
|
|
|
|
|
|
|
|
|
|
|
End of year
|
|
$
|
704,522,621
|
|
|
$
|
688,647,460
|
|
|
|
|
|
|
|
|
|
|
Undistributed net investment income at end of year
|
|
$
|
2,833,352
|
|
|
$
|
2,282,494
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are
an integral part of the financial statements.
27
Meridian Equity Income Fund
Financial Highlights
Selected data for each share of capital stock outstanding
throughout each period
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Fiscal Year Ended June 30,
|
|
|
For the fiscal
period from
January 31,
2005
through
June 30, 2005+
|
|
|
|
2013
|
|
|
2012
|
|
|
2011
|
|
|
2010
|
|
|
2009
|
|
|
2008
|
|
|
2007
|
|
|
2006
|
|
|
Net Asset Value - Beginning of Period
|
|
$
|
10.71
|
|
|
$
|
10.61
|
|
|
$
|
8.51
|
|
|
$
|
6.88
|
|
|
$
|
10.37
|
|
|
$
|
13.14
|
|
|
$
|
11.05
|
|
|
$
|
10.10
|
|
|
$
|
10.00
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (Loss) from Investment Operations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Investment Income
|
|
|
0.24
|
1
|
|
|
0.22
|
1
|
|
|
0.20
|
1
|
|
|
0.19
|
1
|
|
|
0.22
|
1
|
|
|
0.24
|
1
|
|
|
0.18
|
|
|
|
0.15
|
|
|
|
0.06
|
|
Net Gains (Losses) on Investments (both realized and unrealized)
|
|
|
1.68
|
|
|
|
0.09
|
|
|
|
2.11
|
|
|
|
1.63
|
|
|
|
(2.96
|
)
|
|
|
(2.25
|
)
|
|
|
2.19
|
|
|
|
0.93
|
|
|
|
0.04
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total From Investment Operations
|
|
|
1.92
|
|
|
|
0.31
|
|
|
|
2.31
|
|
|
|
1.82
|
|
|
|
(2.74
|
)
|
|
|
(2.01
|
)
|
|
|
2.37
|
|
|
|
1.08
|
|
|
|
0.10
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less Distributions
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Distributions from Net Investment Income
|
|
|
(0.28
|
)
|
|
|
(0.21
|
)
|
|
|
(0.21
|
)
|
|
|
(0.19
|
)
|
|
|
(0.22
|
)
|
|
|
(0.22
|
)
|
|
|
(0.17
|
)
|
|
|
(0.12
|
)
|
|
|
0.00
|
|
Distributions from Net Realized Capital Gains
|
|
|
0.00
|
|
|
|
0.00
|
|
|
|
0.00
|
|
|
|
0.00
|
|
|
|
(0.53
|
)
|
|
|
(0.54
|
)
|
|
|
(0.11
|
)
|
|
|
(0.01
|
)
|
|
|
0.00
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Distributions
|
|
|
(0.28
|
)
|
|
|
(0.21
|
)
|
|
|
(0.21
|
)
|
|
|
(0.19
|
)
|
|
|
(0.75
|
)
|
|
|
(0.76
|
)
|
|
|
(0.28
|
)
|
|
|
(0.13
|
)
|
|
|
0.00
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Asset Value - End of Period
|
|
$
|
12.35
|
|
|
$
|
10.71
|
|
|
$
|
10.61
|
|
|
$
|
8.51
|
|
|
$
|
6.88
|
|
|
$
|
10.37
|
|
|
$
|
13.14
|
|
|
$
|
11.05
|
|
|
$
|
10.10
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Return
|
|
|
18.28%
|
|
|
|
3.09%
|
|
|
|
27.30%
|
|
|
|
26.44%
|
|
|
|
(26.75%
|
)
|
|
|
(15.84%
|
)
|
|
|
21.61%
|
|
|
|
10.75%
|
|
|
|
1.00%
|
2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ratios/Supplemental Data
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Assets, End of Period (000s)
|
|
$
|
28,697
|
|
|
$
|
30,744
|
|
|
$
|
35,644
|
|
|
$
|
24,937
|
|
|
$
|
20,719
|
|
|
$
|
33,519
|
|
|
$
|
43,188
|
|
|
$
|
25,451
|
|
|
$
|
8,412
|
|
|
|
|
|
|
|
|
|
Ratio of Expenses to Average Net Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Before fees waived
|
|
|
1.53%
|
|
|
|
1.41%
|
|
|
|
1.25%
|
|
|
|
1.30%
|
|
|
|
1.43%
|
|
|
|
1.25%
|
4
|
|
|
1.29%
|
|
|
|
1.67%
|
|
|
|
3.96%
|
5
|
After fees waived
6
|
|
|
1.25%
|
|
|
|
1.25%
|
|
|
|
1.25%
|
3
|
|
|
1.25%
|
|
|
|
1.25%
|
|
|
|
1.25%
|
|
|
|
1.25%
|
|
|
|
1.25%
|
|
|
|
1.25%
|
5
|
|
|
|
|
|
|
|
|
Ratio of Net Investment Income to Average Net Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
After fees waived
|
|
|
2.08%
|
|
|
|
2.17%
|
|
|
|
2.04%
|
|
|
|
2.27%
|
|
|
|
2.73%
|
|
|
|
2.02%
|
|
|
|
1.64%
|
|
|
|
1.80%
|
|
|
|
2.11%
|
5
|
|
|
|
|
|
|
|
|
|
|
Portfolio Turnover Rate
|
|
|
44%
|
|
|
|
31%
|
|
|
|
29%
|
|
|
|
63%
|
|
|
|
49%
|
|
|
|
62%
|
|
|
|
37%
|
|
|
|
60%
|
|
|
|
25%
|
2
|
+
|
The Fund commenced investment operations on January 31, 2005.
|
1
|
Per share net investment income has been calculated using the average daily shares method.
|
3
|
Includes fees waived, which were less than 0.01%.
|
4
|
The Advisor recouped $4,849 during the fiscal year ended June 30, 2008, representing previously reimbursed expenses. Had such payment not been
made, the expense ratio would have been 1.24%.
|
6
|
See note 2 to Financial Statements.
|
The accompanying notes are an integral part of the financial statements.
28
Meridian Growth Fund
Financial Highlights
Selected data for each share of capital stock outstanding
throughout each period
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Fiscal Year Ended June 30,
|
|
|
|
2013
|
|
|
2012
|
|
|
2011
|
|
|
2010
|
|
|
2009
|
|
|
2008
|
|
|
2007
|
|
|
2006
|
|
|
2005
|
|
|
2004
|
|
Net Asset Value - Beginning of Year
|
|
$
|
45.06
|
|
|
$
|
47.61
|
|
|
$
|
33.94
|
|
|
$
|
27.89
|
|
|
$
|
33.60
|
|
|
$
|
42.74
|
|
|
$
|
38.54
|
|
|
$
|
35.77
|
|
|
$
|
35.38
|
|
|
$
|
27.24
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (Loss) from Investment Operations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Investment Income (Loss)
|
|
|
0.05
|
1
|
|
|
0.10
|
1
|
|
|
0.08
|
1
|
|
|
0.08
|
1
|
|
|
0.15
|
1
|
|
|
0.05
|
1
|
|
|
0.04
|
|
|
|
(0.01
|
)
|
|
|
(0.07
|
)
|
|
|
(0.04
|
)
|
Net Gains (Losses) on Investments (both realized and unrealized)
|
|
|
6.23
|
|
|
|
0.69
|
|
|
|
13.67
|
|
|
|
6.11
|
|
|
|
(4.68
|
)
|
|
|
(5.56
|
)
|
|
|
7.29
|
|
|
|
3.58
|
|
|
|
1.02
|
|
|
|
9.10
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total From Investment Operations
|
|
|
6.28
|
|
|
|
0.79
|
|
|
|
13.75
|
|
|
|
6.19
|
|
|
|
(4.53
|
)
|
|
|
(5.51
|
)
|
|
|
7.33
|
|
|
|
3.57
|
|
|
|
0.95
|
|
|
|
9.06
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less Distributions
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Distributions from Net Investment Income
|
|
|
(0.15
|
)
|
|
|
(0.07
|
)
|
|
|
(0.07
|
)
|
|
|
(0.12
|
)
|
|
|
(0.09
|
)
|
|
|
(0.05
|
)
|
|
|
(0.01
|
)
|
|
|
0.00
|
|
|
|
0.00
|
|
|
|
0.00
|
|
Distributions from Net Realized Capital Gains
|
|
|
(6.88
|
)
|
|
|
(3.27
|
)
|
|
|
(0.01
|
)
|
|
|
0.00
|
|
|
|
(1.09
|
)
|
|
|
(3.58
|
)
|
|
|
(3.12
|
)
|
|
|
(0.80
|
)
|
|
|
(0.56
|
)
|
|
|
(0.92
|
)
|
Distributions from Paid in Capital Distribution
|
|
|
0.00
|
|
|
|
0.00
|
|
|
|
0.00
|
|
|
|
(0.02
|
)
|
|
|
(0.00
|
)
2
|
|
|
0.00
|
|
|
|
0.00
|
|
|
|
0.00
|
|
|
|
0.00
|
|
|
|
0.00
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Distributions
|
|
|
(7.03
|
)
|
|
|
(3.34
|
)
|
|
|
(0.08
|
)
|
|
|
(0.14
|
)
|
|
|
(1.18
|
)
|
|
|
(3.63
|
)
|
|
|
(3.13
|
)
|
|
|
(0.80
|
)
|
|
|
(0.56
|
)
|
|
|
(0.92
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Asset Value - End of Year
|
|
$
|
44.31
|
|
|
$
|
45.06
|
|
|
$
|
47.61
|
|
|
$
|
33.94
|
|
|
$
|
27.89
|
|
|
$
|
33.60
|
|
|
$
|
42.74
|
|
|
$
|
38.54
|
|
|
$
|
35.77
|
|
|
$
|
35.38
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Return
|
|
|
15.54%
|
|
|
|
2.45%
|
|
|
|
40.51%
|
|
|
|
22.18%
|
|
|
|
(13.01%
|
)
|
|
|
(13.80%
|
)
|
|
|
19.69%
|
|
|
|
10.08%
|
|
|
|
2.65%
|
|
|
|
33.65%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ratios/Supplemental Data
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Assets, End of Year (000s)
|
|
$
|
2,112,945
|
|
|
$
|
2,484,084
|
|
|
$
|
2,615,082
|
|
|
$
|
1,438,266
|
|
|
$
|
1,197,656
|
|
|
$
|
1,516,015
|
|
|
$
|
2,066,750
|
|
|
$
|
1,689,374
|
|
|
$
|
1,693,564
|
|
|
$
|
1,273,302
|
|
|
|
|
|
|
|
|
|
|
|
|
Ratio of Expenses to Average Net Assets
|
|
|
0.87%
|
|
|
|
0.85%
|
|
|
|
0.81%
|
|
|
|
0.84%
|
|
|
|
0.86%
|
|
|
|
0.84%
|
|
|
|
0.84%
|
|
|
|
0.85%
|
|
|
|
0.86%
|
|
|
|
0.88%
|
|
|
|
|
|
|
|
|
|
|
|
|
Ratio of Net Investment Income (Loss)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
to Average Net Assets
|
|
|
0.11%
|
|
|
|
0.22%
|
|
|
|
0.18%
|
|
|
|
0.24%
|
|
|
|
0.52%
|
|
|
|
0.13%
|
|
|
|
0.11%
|
|
|
|
(0.03%
|
)
|
|
|
(0.21%
|
)
|
|
|
(0.21%
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Portfolio Turnover Rate
|
|
|
37%
|
|
|
|
25%
|
|
|
|
26%
|
|
|
|
37%
|
|
|
|
35%
|
|
|
|
39%
|
|
|
|
40%
|
|
|
|
29%
|
|
|
|
32%
|
|
|
|
19%
|
|
1
|
Per share net investment income (loss) has been calculated using the average daily shares method.
|
2
|
Distribution includes a return of capital that rounds that rounds to less than $.01 per share.
|
The accompanying notes are an integral part of the financial statements.
29
Meridian Value Fund
Financial Highlights
Selected data for each share of capital stock outstanding
throughout each period
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Fiscal Year Ended June 30,
|
|
|
|
2013
|
|
|
2012
|
|
|
2011
|
|
|
2010
|
|
|
2009
|
|
|
2008
|
|
|
2007
|
|
|
2006
|
|
|
2005
|
|
|
2004
|
|
Net Asset Value - Beginning of Year
|
|
$
|
30.60
|
|
|
$
|
29.59
|
|
|
$
|
22.80
|
|
|
$
|
20.53
|
|
|
$
|
29.43
|
|
|
$
|
38.79
|
|
|
$
|
36.14
|
|
|
$
|
38.11
|
|
|
$
|
40.35
|
|
|
$
|
31.65
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (Loss) from Investment Operations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Investment Income (Loss)
|
|
|
0.14
|
1
|
|
|
0.09
|
1
|
|
|
0.10
|
1
|
|
|
0.07
|
1
|
|
|
0.22
|
1
|
|
|
0.15
|
1
|
|
|
0.41
|
|
|
|
0.18
|
|
|
|
0.19
|
|
|
|
0.00
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Gains (Losses) on Investments (both realized and unrealized)
|
|
|
6.57
|
|
|
|
1.05
|
2
|
|
|
6.77
|
|
|
|
2.45
|
|
|
|
(7.80
|
)
|
|
|
(3.12
|
)
|
|
|
7.74
|
|
|
|
2.45
|
|
|
|
2.96
|
|
|
|
8.70
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total From Investment Operations
|
|
|
6.71
|
|
|
|
1.14
|
|
|
|
6.87
|
|
|
|
2.52
|
|
|
|
(7.58
|
)
|
|
|
(2.97
|
)
|
|
|
8.15
|
|
|
|
2.63
|
|
|
|
3.15
|
|
|
|
8.70
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less Distributions
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Distributions from Net Investment Income
|
|
|
(0.11
|
)
|
|
|
(0.13
|
)
|
|
|
(0.08
|
)
|
|
|
(0.25
|
)
|
|
|
0.00
|
|
|
|
(0.35
|
)
|
|
|
(0.41
|
)
|
|
|
(0.32
|
)
|
|
|
(0.28
|
)
|
|
|
0.00
|
|
Distributions from Net Realized Capital Gains
|
|
|
0.00
|
|
|
|
0.00
|
|
|
|
0.00
|
|
|
|
0.00
|
|
|
|
(1.32
|
)
|
|
|
(6.04
|
)
|
|
|
(5.09
|
)
|
|
|
(4.28
|
)
|
|
|
(5.11
|
)
|
|
|
0.00
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Distributions
|
|
|
(0.11
|
)
|
|
|
(0.13
|
)
|
|
|
(0.08
|
)
|
|
|
(0.25
|
)
|
|
|
(1.32
|
)
|
|
|
(6.39
|
)
|
|
|
(5.50
|
)
|
|
|
(4.60
|
)
|
|
|
(5.39
|
)
|
|
|
0.00
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Asset Value - End of Year
|
|
$
|
37.20
|
|
|
$
|
30.60
|
|
|
$
|
29.59
|
|
|
$
|
22.80
|
|
|
$
|
20.53
|
|
|
$
|
29.43
|
|
|
$
|
38.79
|
|
|
$
|
36.14
|
|
|
$
|
38.11
|
|
|
$
|
40.35
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Return
|
|
|
21.98%
|
|
|
|
3.89%
|
2
|
|
|
30.13%
|
|
|
|
12.20%
|
|
|
|
(25.72%
|
)
|
|
|
(8.82%
|
)
|
|
|
23.90%
|
|
|
|
7.35%
|
|
|
|
8.00%
|
|
|
|
27.49%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ratios/Supplemental Data
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Assets, End of Year (000s)
|
|
$
|
704,523
|
|
|
$
|
688,647
|
|
|
$
|
869,312
|
|
|
$
|
802,936
|
|
|
$
|
831,572
|
|
|
$
|
1,319,186
|
|
|
$
|
1,819,440
|
|
|
$
|
1,686,874
|
|
|
$
|
2,271,478
|
|
|
$
|
2,226,590
|
|
|
|
|
|
|
|
|
|
|
|
|
Ratio of Expenses to Average Net Assets
|
|
|
1.16%
|
|
|
|
1.14%
|
|
|
|
1.09%
|
|
|
|
1.09%
|
|
|
|
1.12%
|
|
|
|
1.09%
|
|
|
|
1.08%
|
|
|
|
1.09%
|
|
|
|
1.08%
|
|
|
|
1.09%
|
|
|
|
|
|
|
|
|
|
|
|
|
Ratio of Net Investment Income (Loss) to Average Net Assets
|
|
|
0.41%
|
|
|
|
0.31%
|
|
|
|
0.37%
|
|
|
|
0.27%
|
|
|
|
0.97%
|
|
|
|
0.44%
|
|
|
|
0.59%
|
|
|
|
0.49%
|
|
|
|
0.48%
|
|
|
|
0.01%
|
|
|
|
|
|
|
|
|
|
|
|
|
Portfolio Turnover Rate
|
|
|
55%
|
|
|
|
20%
|
|
|
|
38%
|
|
|
|
45%
|
|
|
|
87%
|
|
|
|
61%
|
|
|
|
75%
|
|
|
|
58%
|
|
|
|
59%
|
|
|
|
81%
|
|
1
|
Per share net investment income (loss) has been calculated using the average daily shares method.
|
2
|
Includes a gain resulting from litigation payments on securities owned in a prior year. Without these gains, the net realized gains on investments per
share would have been $0.99, and the return would have been 3.69%.
|
The accompanying notes are an integral part of the financial statements.
30
Meridian Fund, Inc.
Notes to Financial Statements
For the Year Ended June 30, 2013
1.
|
Organization and Significant Accounting Policies:
Meridian Fund, Inc. (Meridian) is comprised of the Meridian Equity Income Fund (the Equity
Income Fund), the Meridian Growth Fund (the Growth Fund) and the Meridian Value Fund (the Value Fund). The Equity Income Fund, the Growth Fund and the Value Fund (each, a Fund and collectively, the
Funds) are registered under the Investment Company Act of 1940, as no-load, diversified, open-end management investment companies. The Equity Income Fund began operations and was registered on January 31, 2005. The Growth Fund began
operations and was registered on August 1, 1984. The Value Fund began operations on February 10, 1994 and was registered on February 7, 1994.
|
The primary investment objective of the Equity Income Fund is to seek long-term growth of capital along with income as a component of total return.
The primary investment objective of the Growth Fund is to seek long-term growth of capital.
The primary investment objective of the Value Fund is to seek long-term growth of capital.
The following is a summary of significant accounting policies for all of the Funds:
|
a.
|
Investment Valuations:
All equity securities are valued at the close of business of the New York Stock Exchange (NYSE), which is usually 4:00 p.m. (Eastern
Time). Equity securities are valued at the closing price or last sales price on the principal exchange or market on which they are traded; or, if there were no sales that day, at the last reported bid price. Foreign securities shall be valued in
U.S. dollars utilizing spot exchange rates at the close of regular trading on the NYSE. However, many securities markets and exchanges outside the U.S. close prior to the close of the NYSE; therefore, the closing prices for securities in such
markets or on such exchanges may not fully reflect events that occur after such close but before the close of the NYSE. In those situations, foreign securities will be fair valued pursuant to the policy adopted by the Board of Directors of Meridian
(the Board), including utilizing a third party pricing service to determine these fair values (as described below).
|
Fixed income (debt) securities with original or remaining maturities of more than 60 days are typically valued at the mean of representative quoted bid and asked prices or, if such prices are not
available, quoted bid and asked prices for securities of comparable maturity, quality and type. Fixed income securities of sufficient credit quality with 60 days or less to maturity are typically amortized to maturity based on their cost to the Fund
if acquired within 60 days of maturity or, if already held by the Fund on the 60th day, based on the value determined on the 61st day.
Securities and other assets for which reliable market quotations are not readily available will be valued at their fair value as determined by Aster Investment Management Co., Inc., the investment adviser
to the Funds (the Adviser), pursuant to the policy and procedures adopted by, and under the general supervision of, the Board. The Adviser may determine that fair value
31
Meridian Fund, Inc.
Notes to Financial Statements (continued)
For the Year Ended June 30, 2013
pricing is appropriate for securities that, for example, are thinly traded or illiquid, or where the Adviser believes that the prices provided by a pricing service are not accurate or where such
prices are not available. If a security or class of securities (such as foreign securities) is valued at fair value, such value is likely to be different from the quoted or published prices for the security.
The determination of fair value often requires significant judgment. To determine fair value, management may use assumptions including,
but not limited to, future cash flows and estimated risk premiums. Multiple inputs from various sources may be used to determine fair value.
|
b.
|
Federal Income Taxes:
It is the Funds policy to comply with the requirements of Subchapter M of the Internal Revenue Code of 1986, as amended, applicable
to regulated investment companies and to distribute all of their taxable income to their shareholders; therefore, no federal income tax provision is required.
|
|
c.
|
Security Transactions:
Security transactions are accounted for on the date the securities are purchased or sold (trade date). Realized gains and losses on
security transactions are determined on the basis of specific identification for both financial statement and federal income tax purposes. Dividend income is recorded on the ex-dividend date. Interest income is accrued daily.
|
|
d.
|
Cash and Cash Equivalents:
All highly liquid investments with an original maturity of three months or less are considered to be cash equivalents. Available funds
are automatically swept into a cash reserve account, which preserves capital with a consistently competitive rate of return. Interest accrues daily and is credited by the third business day of the following month.
|
|
e.
|
Expenses:
Expenses arising in connection with a Fund are charged directly to that Fund. Expenses common to the Funds are generally allocated to each Fund in
proportion to their relative net assets.
|
|
f.
|
Use of Estimates:
The preparation of financial statements in accordance with accounting principals generally accepted in the U.S. (GAAP) requires
management to make estimates and assumptions that affect the reported amount of assets and liabilities and revenue and expenses at the date of the financial statements. Actual amounts could differ from those estimates.
|
|
g.
|
Distributions to Shareholders:
The Funds record distributions to shareholders on the
ex-dividend
date. The amount of
distributions from net investment income and net realized capital gains are determined in accordance with federal income tax regulations which may differ from GAAP. These book/tax differences are either considered temporary or permanent
in nature. To the extent these differences are permanent in nature, such amounts are reclassified within the capital accounts based on their federal tax-basis treatment; temporary differences do not require reclassification.
|
32
Meridian Fund, Inc.
Notes to Financial Statements (continued)
For the Year Ended June 30, 2013
Distributions which exceed net investment income and net realized capital gains are reported as distributions in excess of net investment
income or distributions in excess of net realized capital gains for financial reporting purposes but not for tax purposes. To the extent they exceed net investment income and net realized capital gains for tax purposes, they are reported as
distributions of paid-in-capital.
|
h.
|
Guarantees and Indemnification:
Under the Funds organizational documents, its Officers and Directors are indemnified against certain liability arising out
of the performance of their duties to the Funds. Additionally, in the normal course of business, the Funds enter into contracts with service providers that contain general indemnification clauses. The Funds maximum exposure under these
arrangements is unknown, as this would involve future claims that may be made against the Funds that have not yet occurred.
|
|
i.
|
Foreign Currency Translation:
Securities denominated in foreign currencies are converted into U.S. dollars using the spot market rate of exchange at the time of
valuation, which, as indicated above, is typically the close of the NYSE. Purchases and sales of such securities and related dividend and interest income are converted into U.S. dollars using the spot market rate of exchange prevailing on the
respective dates of such translations. Foreign securities and currency transactions may involve risks not associated with U.S. securities and currency. The Funds do not separately report the effect of changes in foreign exchange rates from changes
in market prices on securities held. Such changes are included in net realized and unrealized gain or loss from investments as reported in the Statement of Operations.
|
|
j.
|
Fair Value Measurements:
As described in Note 1.a. above, the Funds utilize various methods to determine and measure the fair value of investment securities on a
recurring basis. The objective of a fair value measurement is to determine the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (an exit
price). Accordingly, the fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the
fair value hierarchy are described below:
|
Level 1 - quoted prices in active markets for identical securities;
Level 2 - other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment
speeds, credit risk, etc.); and
Level 3 - significant unobservable inputs (including the Funds determinations as to the
fair value of investments).
33
Meridian Fund, Inc.
Notes to Financial Statements (continued)
For the Year Ended June 30, 2013
The inputs or methodology used for valuing securities are not necessarily an indication of the risks associated with investing in those
securities. The summary of inputs used to value the Funds securities as of June 30, 2013 is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
Valuation Inputs
|
|
Equity
Income Fund
|
|
|
Growth Fund
|
|
|
Value Fund
|
|
Level 1 - Quoted Prices*
|
|
$
|
28,405,814
|
|
|
$
|
1,985,807,831
|
|
|
$
|
667,472,699
|
|
Level 2 - Other Significant Observable Inputs**
|
|
|
|
|
|
|
49,997,702
|
|
|
|
14,998,995
|
|
Level 3 - Significant Unobservable Inputs
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Market Value of Investments
|
|
$
|
28,405,814
|
|
|
$
|
2,035,805,533
|
|
|
$
|
682,471,694
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
*
|
Level 1 investments are comprised of common stock with industry classifications as defined on the Schedule of Investments
.
|
|
**
|
Level 2 investments are comprised of U.S. Treasury Securities
.
|
During the fiscal year ended June 30, 2013 there were no reportable transfers between levels.
2.
|
Related Parties:
Effective July 13, 2012, Meridian, on behalf of each Fund, entered into a new Investment Management Agreement and Service Agreement with
the Adviser (the Management Agreement). The Funds Board, and each Funds shareholders, approved, among other matters, the Management Agreement with the Adviser.
|
Prior to his death on February 16, 2012, Richard F. Aster, Jr. owned approximately 96% of the Adviser. In connection with his death,
Mr. Asters ownership interest in the Adviser, among other assets, was transferred (the Transfer) to a trust (the Trust). First Republic Trust Company (First Republic), as a co-trustee of the Trust, has
sole authority to act under the Trust agreement with respect to the Trusts ownership interest in the Adviser. In this regard, First Republic has the authority, on behalf of the Trust, without limitation, to make all decisions regarding the
Trusts ownership interest in the Adviser, as well as the administration, management and operations of the Adviser. The Transfer constituted a change of control, under the 1940 Act, which required a new investment management agreement to be
approved by the Board and Fund shareholders. In immediate response to Mr. Asters death, the Board approved interim investment management agreements with the Adviser, which were in place until the Board and shareholders approved the Management
Agreement.
Prior to the Transfer, the Funds were managed by the Adviser under an Investment Management Agreement, Power of
Attorney and Service Agreement, dated November 1, 2000 (for the Growth Fund and the Value Fund), and an Investment Management Agreement, dated January 31, 2005 (for the Equity Income Fund) (together, the Previous Management
Agreements). The Management Agreement has the same fee rates as, and is otherwise substantially similar to, the Previous Management Agreements for each Fund. None of the differences between the Management Agreement and the Previous Management
Agreements are considered to be material in nature.
34
Meridian Fund, Inc.
Notes to Financial Statements (continued)
For the Year Ended June 30, 2013
On May 15, 2013, the Adviser entered into an agreement to sell substantially all of its assets, including its rights with respect to
the Management Agreement, and transfer certain liabilities to Arrowpoint AIM LLC, a wholly-owned subsidiary of Arrowpoint Asset Management, LLC (Arrowpoint) (the Transaction). The closing of the Transaction is subject to
certain conditions, including, among others, approval of an investment management agreement (the Proposed Management Agreement) between Arrowpoint and Meridian, on behalf of each of the Funds, by the Board and shareholders of each Fund.
There are no material differences between the Management Agreement and the Proposed Management Agreement. In this regard, the Management Agreement and the Proposed Management Agreement contain the same terms, conditions, and fee rates, including
applicable breakpoints, and provide for the same management services. The Board has approved the Proposed Management Agreement and has recommended that shareholders approve the Proposed Management Agreement. In this regard, shareholders of the Funds
as of June 18, 2013 have received a proxy statement requesting approval of the Proposed Management Agreement, as well as certain other changes to each Funds fundamental investment restrictions. The shareholder meeting to consider these
proposals is scheduled for August 28, 2013. Please see the proxy statement for additional information.
The Adviser
receives from the Equity Income Fund, as compensation for its services, an annual fee of 1% of the first $10,000,000 of the Equity Income Funds net assets, 0.90% of the next $20,000,000 of the Equity Income Funds net assets, 0.80% of the
next $20,000,000 of the Equity Income Funds net assets and 0.70% of the Equity Income Funds net assets in excess of $50,000,000. The fee is paid monthly in arrears and calculated based on that months daily average net assets.
The Adviser receives from the Growth Fund, as compensation for its services, an annual fee of 1% of the first $50,000,000 of
the Growth Funds net assets and 0.75% of the Growth Funds net assets in excess of $50,000,000. The fee is paid monthly in arrears and calculated based on that months daily average net assets.
The Adviser receives from the Value Fund, as compensation for its services, an annual fee of 1% of the Value Funds net assets. The
fee is paid monthly in arrears and calculated based on that months daily average net assets.
The Adviser voluntarily
agreed to waive its fee and reimburse expenses, to the extent that total annual operating expenses for the Equity Income Fund exceeds 1.25%. With respect to these limits, the Adviser waived fees in the amount of $75,932 for the Equity Income Fund
during the fiscal year ended June 30, 2013.
For a period not to exceed three years from the date on which a waiver or
reimbursement of expenses in excess of the expense limitation is made by the Adviser, the Equity Income Fund will carry forward, and may repay the Adviser such amounts; provided the Fund is able to effect such reimbursement and maintain the expense
limitation.
35
Meridian Fund, Inc.
Notes to Financial Statements (continued)
For the Year Ended June 30, 2013
At June 30, 2013, the balance of carried forward recoupable expenses along with the year of expiration for the Equity Income Fund
was:
|
|
|
|
|
Amount
|
|
Expiration
|
|
$1,193
|
|
|
2014
|
|
52,027
|
|
|
2015
|
|
75,932
|
|
|
2016
|
|
Subject to the approval of the Board, the Fund may repay the Adviser the amount of its reimbursement for
the Equity Income Fund for up to three years following the reimbursement to the extent the Equity Income Funds expenses drop below 1.25%, after giving effect to repayment by the Fund. Either the Fund or the Adviser can modify or terminate this
arrangement at any time.
As indicated above, the Richard F. Aster, Jr. Trust owns the majority of the shares of the Adviser.
In addition, beneficial ownership in the Funds by the Richard F. Aster, Jr. Trust as of June 30, 2013 were as follows:
|
|
|
|
|
Equity Income Fund
|
|
|
73.31
|
%
|
Growth Fund
|
|
|
0.94
|
%
|
Value Fund
|
|
|
2.74
|
%
|
Please see Note 8, Concentration and Market Risk, for additional information regarding significant
shareholders.
3.
|
Capital Shares Transactions:
Transactions in capital shares for the fiscal year ended June 30, 2013 and the fiscal year ended June 30, 2012 were as
follows:
|
|
|
|
|
|
|
|
|
|
|
|
Equity Income Fund
|
|
|
|
June 30,
2013
|
|
|
June 30,
2012
|
|
Increase in Fund shares:
|
|
|
|
|
|
|
|
|
Shares sold
|
|
|
44,994
|
|
|
|
168,446
|
|
Shares issued from reinvestment of distributions
|
|
|
57,322
|
|
|
|
66,844
|
|
|
|
|
|
|
|
|
|
|
|
|
|
102,316
|
|
|
|
235,290
|
|
Shares redeemed
|
|
|
(650,572
|
)
|
|
|
(722,117
|
)
|
|
|
|
|
|
|
|
|
|
Net decrease
|
|
|
(548,256
|
)
|
|
|
(486,827
|
)
|
|
|
|
|
|
|
|
|
|
36
Meridian Fund, Inc.
Notes to Financial Statements (continued)
For the Year Ended June 30, 2013
|
|
|
|
|
|
|
|
|
|
|
Growth Fund
|
|
|
|
June 30,
2013
|
|
|
June 30,
2012
|
|
Increase in Fund shares:
|
|
|
|
|
|
|
|
|
Shares sold
|
|
|
5,089,627
|
|
|
|
13,733,443
|
|
Shares issued from reinvestment of distributions
|
|
|
7,664,279
|
|
|
|
4,381,018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12,753,906
|
|
|
|
18,114,461
|
|
Shares redeemed
|
|
|
(20,199,677
|
)
|
|
|
(17,918,599
|
)
|
|
|
|
|
|
|
|
|
|
Net increase (decrease)
|
|
|
(7,445,771
|
)
|
|
|
195,862
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Value Fund
|
|
|
|
|
|
|
June 30,
2013
|
|
|
June 30,
2012
|
|
Increase in Fund shares:
|
|
|
|
|
|
|
|
|
Shares sold
|
|
|
377,414
|
|
|
|
601,947
|
|
Shares issued from reinvestment of distributions
|
|
|
67,213
|
|
|
|
117,473
|
|
|
|
|
|
|
|
|
|
|
|
|
|
444,627
|
|
|
|
719,420
|
|
Shares redeemed
|
|
|
(4,011,043
|
)
|
|
|
(7,589,319
|
)
|
|
|
|
|
|
|
|
|
|
Net decrease
|
|
|
(3,566,416
|
)
|
|
|
(6,869,899
|
)
|
|
|
|
|
|
|
|
|
|
4.
|
Directors and Officers:
Certain Directors and/or Officers of the Funds are also Directors and/or Officers of the Adviser. The sole Director and acting Chief
Executive Officer of the Adviser is a Director of the Funds and is a minority shareholder of the Adviser. Directors and Officers of the Funds who are Directors and/or Officers of the Adviser receive no compensation from the Funds.
|
Each Non-Interested Director is paid an annual fee set at $40,000. An additional $5,000 is paid to each
Non-Interested Director for attendance at each in-person meeting of the Board and an additional $1,000 is paid to each Non-Interested Director for participating in a telephonic meeting of the Board. An additional $3,000 is paid to each member of the
Audit or Governance Committee of the Board for attendance at an in-person Audit or Governance Committee meeting and an additional $1,000 is paid to each member of the Audit or Governance Committee of the Board for participating in a telephonic Audit
or Governance Committee meeting.
An additional $10,000 is paid to the Chairman of the Board and the Chairman of a Committee of
the Board. The Chairman of the Board also receives an additional $2,500 for attending each
in-person
meeting of the Board. The Chairman of a Committee receives an additional $2,000 for attending each in person
Committee meeting.
37
Meridian Fund, Inc.
Notes to Financial Statements (continued)
For the Year Ended June 30, 2013
5.
|
Investment Transactions:
The cost of investments purchased and the proceeds from sales of investments, excluding short-term securities and U.S. government
obligations, for the fiscal year ended June 30, 2013, were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
Purchases
|
|
|
Proceeds from Sales
|
|
Equity Income Fund
|
|
$
|
11,557,837
|
|
|
$
|
16,623,483
|
|
Growth Fund
|
|
|
756,041,862
|
|
|
|
1,436,045,737
|
|
Value Fund
|
|
|
351,982,370
|
|
|
|
451,906,814
|
|
6.
|
Distribution Information:
Income and long-term capital gains distributions are determined in accordance with federal income tax regulations, which may differ
from GAAP. The tax character of distributions made during the fiscal years ended June 30, 2013 and June 30, 2012 were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2013 Taxable Distributions
|
|
|
|
Ordinary Income
|
|
|
Net
Long-Term
Capital Gain
|
|
|
Total
Distributions
|
|
Equity Income Fund
|
|
$
|
639,477
|
|
|
$
|
|
|
|
$
|
639,477
|
|
Growth Fund
|
|
|
5,752,675
|
|
|
|
314,218,752
|
|
|
|
319,971,427
|
|
Value Fund
|
|
|
2,282,630
|
|
|
|
|
|
|
|
2,282,630
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2012 Taxable Distributions
|
|
|
|
Ordinary Income
|
|
|
Net
Long-Term
Capital Gain
|
|
|
Total
Distributions
|
|
Equity Income Fund
|
|
$
|
666,723
|
|
|
$
|
|
|
|
$
|
666,723
|
|
Growth Fund
|
|
|
4,922,849
|
|
|
|
178,576,329
|
|
|
|
183,499,178
|
|
Value Fund
|
|
|
3,256,492
|
|
|
|
|
|
|
|
3,256,492
|
|
7.
|
Federal Income Taxes Information
: Management has analyzed the Funds tax positions taken on federal income tax returns for all open tax years (current and
prior three tax years), and has concluded that no provision for federal income tax is required in the Funds financial statements. The Funds federal and state income and federal excise tax returns for tax years for which the applicable
statutes of limitations have not expired are subject to examination by the Internal Revenue Service and state departments of revenue. During the fiscal year ended June 30, 2013, the Funds did not incur any interest or penalties related to
unrecognized tax benefits.
|
38
Meridian Fund, Inc.
Notes to Financial Statements (continued)
For the Year Ended June 30, 2013
Permanent differences, incurred during the year ended June 30, 2013, resulting from differences in book and tax accounting have been
reclassified at year end to undistributed net investment income and accumulated realized gain/(loss) as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Increase/(Decrease)
Paid-in-Capital
|
|
|
Increase/(Decrease)
Undistributed Net
Investment
Income/(Loss)
|
|
|
Increase/(Decrease)
Accumulated Realized
Gain/(Loss)
|
|
Equity Income Fund
|
|
$
|
|
|
|
$
|
2
|
|
|
$
|
(2
|
)
|
Growth Fund
|
|
|
|
|
|
|
1,245,981
|
|
|
|
(1,245,981
|
)
|
Value Fund
|
|
|
|
|
|
|
853
|
|
|
|
(853
|
)
|
The aggregate cost of investments, unrealized appreciation and depreciation, for federal income tax
purposes, at June 30, 2013 is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Aggregate Cost
|
|
|
Aggregate Gross
Unrealized
Appreciation
|
|
|
Aggregate Gross
Unrealized
Depreciation
|
|
|
Net Unrealized
Appreciation
|
|
Equity Income Fund
|
|
$
|
23,232,684
|
|
|
$
|
5,501,693
|
|
|
$
|
(328,563
|
)
|
|
$
|
5,173,130
|
|
Growth Fund
|
|
|
1,600,182,122
|
|
|
|
449,743,552
|
|
|
|
(14,120,141
|
)
|
|
|
435,623,411
|
|
Value Fund
|
|
|
523,310,181
|
|
|
|
162,860,107
|
|
|
|
(3,698,594
|
)
|
|
|
159,161,513
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Components of Accumulated Earnings on a Tax Basis
|
|
|
|
|
|
|
|
Equity Income
Fund
|
|
|
Growth Fund
|
|
|
Value Fund
|
|
Undistributed ordinary income
|
|
$
|
426,476
|
|
|
$
|
|
|
|
$
|
2,833,352
|
|
Capital loss carry forward
|
|
|
(2,717,970
|
)
|
|
|
|
|
|
|
(56,006,510
|
)
|
Undistributed long-term capital gains
|
|
|
|
|
|
|
201,357,531
|
|
|
|
|
|
Unrealized appreciation
|
|
|
5,173,130
|
|
|
|
435,623,411
|
|
|
|
159,161,513
|
|
Qualified Late-Year Deferred Losses
|
|
|
(1,564
|
)
|
|
|
(1,074,678
|
)
|
|
|
(2,176,173
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Accumulated Earnings
|
|
$
|
2,880,072
|
|
|
$
|
635,906,264
|
|
|
$
|
103,812,182
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The differences between book and tax-basis unrealized appreciations are attributable to the tax
deferral of losses on wash sales.
As of June 30, 2013 the Funds had capital loss carry forwards available to offset
future realized capital gains through the indicated expiration dates:
|
|
|
|
|
|
|
|
|
|
|
Amount
|
|
|
Expires
|
|
Equity Income Fund
|
|
$
|
2,717,970
|
|
|
|
2018
|
|
Value Fund
|
|
|
56,006,510
|
|
|
|
2018
|
|
Capital loss carryforwards utilized in the current year were $1,652,009 and $100,957,319 for Equity
Income Fund and Value Fund, respectively.
39
Meridian Fund, Inc.
Notes to Financial Statements (continued)
For the Year Ended June 30, 2013
Under the Regulated Investment Company Modernization Act of 2010, the eight-year limit on the carry forward and use of capital losses was
eliminated and capital losses incurred by the Funds after June 30, 2011 will not be subject to expiration. In addition, losses incurred after June 30, 2011 will retain their character as either a short-term or long-term capital loss on the
first day of the next taxable year and must be utilized prior to the losses incurred in pre-enactment taxable years.
8.
|
Concentration and Market Risk
: Investing in the Funds may involve certain risks, as discussed in the Funds prospectus, including, but not limited to, those
described below. Any of these risks could cause an investor to lose money.
|
The value of a Funds stock
investments will fluctuate in response to the activities of individual companies and general stock market and economic conditions.
From time to time, the Funds may have individual shareholders holding a significant percentage of shares outstanding. Investment activities of these shareholders could have a material impact on the Funds.
In this regard, as indicated in Note 2 Related Parties, the Richard F. Aster, Jr. Trust owned 73.31% of the Meridian Equity Income Fund as of June 30, 2013.
9.
|
Subsequent Events:
Management has evaluated the impact of all subsequent events on the Funds through the date the financial statements were issued, and has noted
no additional events that require recognition or disclosure in the financial statements.
|
40
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Shareholders of Meridian Fund, Inc.:
In our opinion, the accompanying statements of assets and liabilities, including the schedules of investments, and the related statements of operations and of changes in net assets and the financial
highlights present fairly, in all material respects, the financial position of the Meridian Equity Income Fund, Meridian Growth Fund and Meridian Value Fund (constituting Meridian Fund, Inc., hereafter referred to as the Funds) at June
30, 2013, the results of each of their operations for the year then ended, the changes in each of their net assets for each of the two years in the period then ended and the financial highlights for each of the periods presented, in conformity with
accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as financial statements) are the responsibility of the Funds management; our
responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those
standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of
securities at June 30, 2013 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.
PricewaterhouseCoopers LLP
San Francisco,
California
August 21, 2013
41
Board Consideration of Proposed Management
Agreement with Arrowpoint Asset Management, LLC
(unaudited)
The Board of Directors (the Board) of Meridian Fund, Inc. (the Corporation), including all of the Directors who have no direct or indirect interest in the Proposed Management
Agreement (as defined below) and are not interested persons of the Corporation, as defined in the Investment Company Act of 1940, as amended (the 1940 Act) (the Independent Directors), unanimously approved a new
investment management agreement (Proposed Management Agreement) between Arrowpoint Asset Management, LLC (Arrowpoint) and the Corporation, on behalf of Meridian Equity Income Fund, Meridian Growth Fund and Meridian Value Fund
(each, a Fund and collectively, the Funds), at a meeting held on June 11, 2013. As detailed below, the Directors met on multiple occasions, telephonically and in-person, in advance of the June 11, 2013 meeting, held numerous
other meetings and discussions with management of Arrowpoint and representatives from Aster Investment Management Co., Inc. (the Current Adviser), including on-site visits to Arrowpoint, and reviewed and considered a variety of
information in connection with the approval of the Proposed Management Agreement.
Specifically, the Board, including the Independent
Directors, reviewed and approved the Proposed Management Agreement for each Fund. Prior to approving the Proposed Management Agreement, the Directors were presented with, and requested, received and evaluated, extensive information and materials
about Arrowpoint, the transaction regarding the Current Advisers agreement to sell substantially all of its assets, including its rights with respect to the current investment management agreement between the Current Adviser and the
Corporation, on behalf of each of the Funds (the Current Management Agreement), and transfer certain liabilities to Arrowpoint AIM LLC, a wholly-owned subsidiary of Arrowpoint (the Transaction), and related matters from
Arrowpoint and the Current Adviser. Upon the closing of the Transaction (the Closing), the Current Management Agreement will automatically terminate. In this connection, the Directors reviewed, among other information, Arrowpoints
responses to a series of detailed requests submitted by the Independent Directors independent legal counsel (Independent Counsel). The Directors also consulted with Independent Counsel, who advised on the legal standards for
consideration by the Directors, and otherwise assisted the Directors in their deliberations.
As noted above, prior to the meeting on June 11,
2013, the Directors held several meetings to discuss the potential Transaction, including a telephonic meeting of the Independent Directors held on April 5, 2013 and a meeting held in-person with representatives from Arrowpoint on May 14, 2013. In
addition, at several meetings since Richard Asters passing in February 2012, the Directors met with representatives from the Current Adviser to discuss the status of the potential sale of the Current Adviser and its implications for the Funds.
The Board considered a variety of factors and reviewed a significant amount of information in connection with its consideration of the
Transaction and the approval of the Proposed Management Agreement. The summary set forth below of the Boards deliberations and considerations of various factors is not intended to be exhaustive but, rather, to highlight some of the key factors
considered. The approval determinations were made on the basis of each Directors business judgment after consideration
42
Board Consideration of Proposed Management
Agreement with Arrowpoint Asset Management, LLC (unaudited) (continued)
of all of the information presented and reviewed by the Directors. In their deliberations, the Directors did not identify any single item that was paramount or controlling and individual
Directors may have attributed different weights to various factors. The Directors also evaluated all information available to them on a Fund-by-Fund basis, and their determinations were made separately in respect of each Fund.
The following summarizes a number of the key factors considered by the Directors in reaching their approvals and determinations with respect to the
Proposed Management Agreement, which is followed by a more detailed discussion of the Directors consideration of these and other factors considered relevant by the Directors in their evaluation of the Proposed Management Agreement:
|
(i)
|
the terms and conditions of the Proposed Management Agreement compared to the terms and conditions of the Current Management Agreement, as described below;
|
|
(ii)
|
the fact that each Funds advisory fee rate(s) payable under the Proposed Management Agreement would remain the same as the fee rate(s) under the Current
Management Agreement and that existing shareholders
would continue to enjoy the current fee rates with respect to their investments in the Funds;
|
|
(iii)
|
that there is an expectation that the nature, quality and extent of services to be provided to the Funds under the Proposed Management Agreement will meet or exceed the
level provided by the Current Adviser under the Current Management Agreement;
|
|
(iv)
|
the qualifications of the personnel of Arrowpoint expected to provide advisory and other services to each Fund, including representations by Arrowpoint with respect to
its intention to assign Messrs. Schaub and Meade to manage the Meridian Growth Fund and to assign the Current Advisers existing portfolio management team, led by Mr. England, to manage the Meridian Value Fund and the Meridian Equity Income
Fund and that other members of Arrowpoints senior management team, including its principals, have substantial experience in managing equity mutual funds;
|
|
(v)
|
the resources, reputation, financial strength, regulatory and compliance program of Arrowpoint, and the potential benefits to the Funds of the combination of Arrowpoint
and the existing personnel and resources of the Current Adviser;
|
|
(vi)
|
that the Funds are expected to have access to enhanced distribution channels, with the potential for expanded sales of Fund shares and resulting increases in Fund
assets;
|
|
(vii)
|
the potential for the realization of additional economies of scale over time and the potential of the Funds to share in, and benefit from, these economies, if any are
realized;
|
|
(viii)
|
that Arrowpoint has committed to refrain from imposing or seeking to impose, for a period of not less than two years after the Closing, any unfair burden
(within the meaning of Section 15(f) of the 1940 Act) on any Fund; and
|
43
Board Consideration of Proposed Management
Agreement with Arrowpoint Asset Management, LLC (unaudited) (continued)
|
(ix)
|
that Arrowpoint and the Current Adviser will bear the costs of obtaining the approval by shareholders of the Funds of the Proposed Management Agreement.
|
Nature, Extent and Quality of Services to be Provided
The Directors received and considered substantial information and data regarding the nature, extent and quality of services to be provided to the Funds by
Arrowpoint under the Proposed Management Agreement. The most recent investment adviser registration form filed with the Securities and Exchange Commission (Form ADV) for Arrowpoint was made available to and reviewed by the Board and Independent
Counsel, as well as extensive materials presented by and requested from Arrowpoint, the Current Adviser and Lipper, Inc., an independent provider of investment company data (Lipper). The Directors reviewed and analyzed these materials,
which included, among other things, information about the background, experience and capabilities of senior management and other investment and administrative personnel of Arrowpoint. The Directors considered, among other factors, the capabilities
and quality of Arrowpoints investment management, research and trade execution personnel and other resources that would be dedicated to performing services for the Funds. The Directors also considered Arrowpoints ability to provide
administrative and operational services to the Funds. In addition, the Directors considered matters related to Arrowpoints compliance programs and its compliance history. The Directors also discussed the ability of Arrowpoint to administer and
oversee outside service providers to the Funds and were satisfied with Arrowpoints capabilities for providing services and overseeing and reviewing services to be rendered by outside providers.
In evaluating the services to be provided under the Proposed Management Agreement, the Directors considered their discussions with representatives of
Arrowpoint and the Current Adviser at the meetings referenced above regarding the management of each Fund. In this connection, the Directors considered representations by Arrowpoint that there would be no diminution in the nature and quality of
services provided to the Funds and that Arrowpoint believed that the combined resources of Arrowpoint and the Current Adviser would result in enhanced services to the Funds. The Directors received and considered information describing how the
Transaction is expected to impact the Current Advisers personnel that service the Funds, including actions proposed to be taken by Arrowpoint to minimize the likelihood of departures of key personnel.
With respect to portfolio management, the Directors reviewed information regarding Arrowpoints plans for designating portfolio management personnel
to service the Funds after the Closing. The Directors considered Arrowpoints representation that the existing portfolio management team from the Current Adviser, led by Mr. England, will continue to manage the Meridian Value Fund and the
Meridian Equity Income Fund following the Closing and that Messrs. Schaub and Meade would assume lead portfolio management responsibility for the Meridian Growth Fund following the Closing. The Directors considered information relating to the
qualifications of Messrs. Schaub and Meade, including that each of these individuals brings over 14 years of investment experience, most recently as portfolio managers for Janus Capital Group where they collectively managed over $8 billion,
including the Janus Triton and
44
Board Consideration of Proposed Management
Agreement with Arrowpoint Asset Management, LLC (unaudited) (continued)
Janus Venture Funds, in addition to institutional separate accounts in the small and small/mid cap growth disciplines. The Directors considered information regarding Arrowpoints overall
investment capabilities, experiences and resources, including that its senior management team, including its principals, had substantial prior experience at another firm managing several equity mutual funds with approximately $50 billion in assets.
Similarly, the Directors evaluated the ability of Arrowpoint, based on its resources, reputation and other attributes, to attract and retain qualified investment professionals. In this regard, the Directors considered information regarding the
nature of the compensation structure applicable to portfolio managers and other key investment personnel, including as it relates to the alignment of the interests of portfolio management personnel with those of Fund shareholders.
The Directors reviewed and compared information from Arrowpoint regarding various contemplated service provider arrangements, including information
regarding both immediate and potential future plans in respect of these arrangements. In this connection, the Directors considered information regarding a potential distribution arrangement with an affiliate of Arrowpoint intended to increase the
distribution of the Funds, as well as the possibility that the Funds will add certain share classes in the future in support of Arrowpoints plans for enhanced distribution.
In addition, the Directors reviewed and compared materials and information regarding the compliance and operational capabilities of Arrowpoint and the Current Adviser as they relate to the Funds,
including their respective compliance policies and procedures and reporting standards. The Directors considered representations from Arrowpoint regarding its intention to enhance trading, operational, and compliance systems for the Funds. The
Directors noted that the Funds compliance policies and procedures will be reviewed and, as necessary, updated and enhanced to reflect the integrated operations of the Current Adviser and Arrowpoint.
The Directors reviewed information about the financial condition of Arrowpoint and were satisfied that Arrowpoint had adequate financial capabilities to
perform the services required under the Proposed Management Agreement. The Directors also considered Arrowpoints representation that it is not the subject of any pending legal, arbitration or regulatory proceedings that are likely to have a
material adverse effect on the ability of Arrowpoint to provide services to the Funds.
Based on the foregoing and other information considered
relevant, the Directors concluded that, on an overall basis, they were satisfied as to the expected nature, extent and quality of services to be provided to each Fund by Arrowpoint under the Proposed Management Agreement.
Investment Management Fee Rates and Other Expenses
The Directors reviewed and considered the proposed contractual investment advisory fee rates to be paid by each Fund to Arrowpoint for investment management services, which are the same as the fee rates
currently paid by each Fund to the Current Adviser under the Current Management Agreement.
The Directors also reviewed and considered
information regarding each Funds total expense ratio and its various components, including contractual management fees, actual management fees, actual non-
45
Board Consideration of Proposed Management
Agreement with Arrowpoint Asset Management, LLC (unaudited) (continued)
management fees, custody fees and transfer agency fees. The Directors reviewed comparisons of these fees to fee information for a group of Funds that was determined by Lipper to be the most
similar to a given Fund (the Peer Group) and to the performance of a broader universe of relevant funds as determined by Lipper (the Universe), which comparative data was provided by Lipper. The Directors were provided with a
description of the methodology used by Lipper to select the mutual funds in each Funds Peer Group and Universe. With respect to comparable accounts managed by Arrowpoint, the Directors noted that Arrowpoint did not currently manage any funds
comparable to the Funds that would provide an appropriate fee comparison.
For each Fund, the Directors concluded that the contractual
investment advisory fee rates to be paid by each Fund and the total expense ratio were at acceptable levels in light of the quality of services provided to the Fund. The Directors noted that the voluntary expense reimbursements applicable to
Meridian Equity Income Fund would be maintained, but, as is currently the case, could be changed or terminated at any time by Arrowpoint given that this is a voluntary commitment.
Fund Performance
The
Directors reviewed detailed performance information for each Fund at various Board meetings during the year in addition to the additional performance information that they reviewed and evaluated in connection with the Transaction. The Directors
considered the performance results for each of the Funds over multiple measurement periods. They also considered these results in comparison to the performance results of each Funds Peer Group and Universe, as well as to each Funds
benchmark index. The Board also noted certain risk-adjusted performance data.
The Directors also reviewed and evaluated information and data
regarding the investment performance record of Arrowpoint and the performance of the Janus Triton Fund, which, as noted above was managed by Messrs. Schaub and Meade prior to their joining Arrowpoint earlier in 2013. In this regard, the Directors
reviewed a comparison of the characteristics, including investment objectives and strategies, of the Meridian Growth Fund and the Janus Triton Fund and concluded that, on balance, this was a relevant comparison. The Directors also considered how the
Fund would be managed by Arrowpoint after the Closing.
The Directors recognized that for each Fund, it is not possible to predict with
certainty what effect, if any, consummation of the Transaction will have on the future performance of the Funds, noting in particular that past investment performance is no assurance of future results.
Costs of Services to be Provided and Profitability
The Board noted its review of the Current Advisers costs and profitability during its most recent review and approval of the Current Management Agreement. The Board also reviewed information
provided to them by Arrowpoint that described the anticipated effect that the Transaction would have on
46
Board Consideration of Proposed Management
Agreement with Arrowpoint Asset Management, LLC (unaudited) (continued)
profitability. In this regard, the Board considered Arrowpoints representations that it intended to invest significantly in the systems, processes and related infrastructure supporting the
management of the Funds and noted Arrowpoints representation that, as a result, Arrowpoint expected its projected level of profitability to be lower than that of the Current Adviser. The Board acknowledged that any projection regarding
Arrowpoints profitability would depend on many factors and assumptions and therefore was speculative. The Board noted that it would have on-going opportunities to assess Arrowpoints profitability in the future based on actual results.
In considering the costs of services to be provided by Arrowpoint under the Proposed Management Agreement from its relationship with the
Funds, the Directors considered, among other things, that there would be no increase in fee rates under the Proposed Management Agreement.
Economies of Scale
The Directors received and evaluated information regarding the
potential to realize economies of scale with respect to management of the Funds, whether the Funds would appropriately benefit from any economies of scale and whether there was any potential for realization of further economies of scale in
connection with the Transaction. The Directors noted that the current and proposed investment advisory fee rates for the Meridian Growth Fund and the Meridian Equity Income Fund contain breakpoints that reduce the fee rate on assets above specified
levels and that those breakpoints would be retained under the Proposed Management Agreement. The Directors also recognized that the Funds may benefit from certain economies of scale over time, based on potential opportunities for enhanced
distribution, synergies with Arrowpoints existing operations and other improvements to Fund operations, including further automating certain trading and compliance monitoring functions. The Directors noted that they expect to continue to
consider economies of scale from time-to-time following the Closing and thus be in a position to evaluate any additional economies of scale.
The Directors acknowledged the inherent limitations of any analysis of an investment advisers economies of scale, stemming largely from the
Directors understanding that economies of scale are generally realized, if at all, by an investment adviser across a variety of products and services, not just with respect to a single fund or a limited number of funds.
Other Benefits to Arrowpoint
The Directors received and reviewed information regarding any expected fall-out or ancillary benefits to be received by Arrowpoint and its affiliates as a result of their relationships with
the Funds.
Among other things, the Directors noted that Arrowpoint would benefit from soft dollar arrangements using portfolio brokerage of
each Fund that invests in equity securities. The Directors also noted that a broker-dealer affiliate of Arrowpoint was expected to be proposed to be the principal underwriter of the Funds and, if engaged by the Funds, could, in the future, retain a
portion of the distribution-related fees
47
Board Consideration of Proposed Management
Agreement with Arrowpoint Asset Management, LLC (unaudited) (continued)
from the Funds. The Directors noted that Arrowpoint has indicated that it intends to propose new share classes of the Funds to facilitate expanded distribution opportunities in the future and
that certain of these share classes could include Rule 12b-1 and/or other shareholder servicing arrangements. The Directors considered, however, that existing shareholders would continue to enjoy the current fee rates with respect to existing
investments in the Funds, as well as additional investments made to their existing accounts and noted that the Board would have an opportunity to review and approve any proposed new share classes, including the impact on the Fund as a whole, prior
to launching any such classes. The Directors also considered that Arrowpoint may derive reputational benefits from their association with the Funds.
Summary
After an evaluation of the above-described factors and based on its deliberations
and analysis of the information provided and alternatives considered, the entire Board, including all of the Independent Directors, concluded that approval of the Proposed Management Agreement was in the best interests of each of the Funds and its
shareholders. Accordingly, the Board unanimously approved the Proposed Management Agreements and has recommended that shareholders of each Fund vote for the approval of the Proposed Management Agreement at an upcoming shareholder meeting.
48
Meridian Fund, Inc.
Additional Information (unaudited)
For the Year Ended June 30, 2013
1.
|
Proxy Voting Record and Proxy Voting Policies and Procedures:
A description of the policies and procedures that each Fund uses to determine how to vote
proxies relating to portfolio securities along with information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12 month period ended June 30, 2013 is available (i) without charge, upon
request, by calling (800)
446-6662;
(ii) on our website at http://www.meridianfund.com; and (iii) on the Securities and Exchange Commission (SEC) website at
http://www.sec.gov
.
|
2.
|
Information on
Form N-Q:
The Company files its complete schedule of portfolio holdings with the SEC for the
first and third quarters of each fiscal year on Form
N-Q
within sixty days after the end of the period. The Companys Form
N-Q
is available on the SECs
website at http://www.sec.gov, and may be reviewed and copied at the SECs Public Reference Room in Washington, DC. Information on the operation of the Public Reference Room may be obtained by calling
(800) 732-0330.
|
49
Information About the Directors and
Officers of Meridian Fund, Inc. (unaudited)
The individuals listed below serve as directors or officers of Meridian Fund, Inc. (the Meridian Funds). Each director of the Meridian Funds serves until a successor is elected and qualified
or until resignation. Each officer of the Meridian Funds is elected annually by the Board of Directors. The address of all officers and directors is 60 East Sir Francis Drake Blvd., Suite 306, Larkspur, CA 94939. The Meridian Funds Statement
of Additional Information (SAI) includes more information about the Directors. To request a free copy, call Meridian at 1-800-446-6662.
Interested Directors *
Michael Stolper (68)
Positions(s) Held with Fund: Director
Length of
Service (Beginning Date): May 3, 1985
Principal Occupation(s) During Past 5 Years: Investment Adviser, Stolper & Company, Inc.; Acting
Chief Executive Officer. Aster Investment Management, Inc. since June 2012
Number of Portfolios Overseen: 3
Other Directorships: Window Pane Funds
*
|
Aster Investment Management, Inc. is investment adviser to the Meridian Funds.
|
Mr
.
|
Stolper is a minority owner of Aster Investment Management, Inc.
|
50
Information About the Directors and
Officers of Meridian Fund, Inc. (unaudited) (continued)
Independent Directors
Ronald Rotter (70)
Positions(s) Held with Fund: Director
Length of
Service (Beginning Date): May 2, 2007
Principal Occupation(s) During Past 5 Years: Private Investor
Number of Portfolios Overseen: 3
Other
Directorships: N/A
Michael S. Erickson (61)
Positions(s) Held with Fund: Director
Length of Service (Beginning Date): May 3, 1985
Principal Occupation(s) During Past 5 Years: Private Investor
Number of Portfolios Overseen: 3
Other Directorships: N/A
James Bernard Glavin (78)
Positions(s) Held
with Fund: Chairman of the Board
Length of Service (Beginning Date): May 3, 1985
Principal Occupation(s) During Past 5 Years: Private Investor
Number of Portfolios Overseen: 3
Other Directorships: N/A
John S.
Emrich, CFA (45)
Positions(s) Held with Fund: Director
Length of Service (Beginning Date): October 6, 2010
Principal Occupation(s) During Past 5 Years:
Co-founder and Portfolio Manager, Ironworks Capital Management; Member and Manager, Iroquois Valley Farms, LLC
Number of Portfolios Overseen:
3
Other Directorships: N/A
Officers
Gregg B. Keeling, CPA (58)
Positions(s) Held with Fund: Chief Financial Officer, Treasurer,
Secretary and Chief Compliance Officer
Length of Service: (Beginning Date) April 1999;
Acting President, (Principal Executive Officer), since February 2012
Principal Occupation(s) During Past 5 Years: Aster Investment Management, Inc.,
Chief Financial
Officer, Vice President of Operations and Chief Compliance Officer
51
2013 TAX NOTICE TO SHAREHOLDERS (Unaudited)
The information set forth below is for each Funds fiscal year as required by federal laws. Shareholders, however, must report distributions on a
calendar year basis for income tax purposes, which may include distributions for portions of two fiscal years of a fund. Accordingly, the information needed by shareholders for income tax purposes will be sent to them in early 2014. Please consult
your tax advisor for proper treatment of this information.
For the period July 1, 2012 to June 30, 2013 the Funds reported the following terms
with regard to distributions paid during the period. All information is based on financial information available as of the date of this annual report and, accordingly, is subject to change. For each item, it is the intention of each Fund to report
the maximum amount permitted under the Internal Revenue Code and the regulations thereunder.
Pursuant to Internal Revenue Code Section
852(b)(3), the Growth Fund reported the amount $314,218,752 as a long-term capital gain distribution for the year ended June 30, 2013.
Pursuant to Internal Revenue Code Section 854(b)(2), the Funds listed below report a percentage of their ordinary income dividends distributed during the
year ended June 30, 2013 as qualifying for the corporate dividends-received deduction:
|
|
|
|
|
Equity Income Fund
|
|
|
100.00
|
%
|
Growth Fund
|
|
|
100.00
|
%
|
Value Fund
|
|
|
100.00
|
%
|
Pursuant to Section 1 (h)(11) of the Internal Revenue Code, the Funds listed below report the following amounts of their
income dividends paid during the year ended June 30, 2013 as qualified dividend income (QDI):
|
|
|
|
|
Equity Income Fund
|
|
|
100.00
|
%
|
Growth Fund
|
|
|
100.00
|
%
|
Value Fund
|
|
|
100.00
|
%
|
U.S. Government interest represents the amount of interest that was derived from direct U.S. Government obligations and
distributed during the fiscal year. This amount is reflected as a percentage of total ordinary income distributions (the total of short-term capital gain and net investment income distributions). Generally, interest from direct U.S. Government
obligations is exempt from state income tax. However, for residents of California, Connecticut and New York, the statutory threshold requirements were not satisfied to permit exception of these amounts from state income for the Funds.
U.S Government interest:
|
|
|
|
|
Equity Income Fund
|
|
|
0.00
|
%
|
Growth Fund
|
|
|
0.14
|
%
|
Value Fund
|
|
|
0.03
|
%
|
52
MERIDIAN FUND, INC.
This report is submitted for
the information of shareholders of
Meridian Fund, Inc. It is not
authorized for distribution to
prospective investors unless
preceded or accompanied by an
effective prospectus.
Officers and Directors
JOHN EMRICH
MICHAEL S. ERICKSON
JAMES B. GLAVIN
RONALD ROTTER
MICHAEL STOLPER
Directors
GREGG B. KEELING
Acting President
Chief Financial Officer
Treasurer, Secretary and
Chief Compliance Officer
Custodian
THE BANK OF NEW YORK MELLON
New York, New York
Transfer Agent and Disbursing Agent
BNY MELLON INVESTMENT SERVICING (US)
INC.
King of Prussia, Pennsylvania
(800)
446-6662
Counsel
GOODWIN PROCTER LLP
Washington, D.C.
Independent Registered Public Accounting Firm
PRICEWATERHOUSECOOPERS LLP
San Francisco, California
MERIDIAN EQUITY INCOME FUND
®
MERIDIAN GROWTH FUND
®
MERIDIAN VALUE FUND
®
ANNUAL REPORT
60 E. Sir Francis Drake Blvd.
Wood Island, Suite 306
Larkspur, CA 94939
www.meridianfund.com
Telephone (800) 446-6662
June 30, 2013