Goodwin Procter LLP Counsellors at Law 901 New York Avenue, N.W. Washington, D.C. 20001 | T: 202.346.4000 F: 202.346.4444 goodwinprocter.com |
EDGAR Correspondence
October 25, 2013
Ms. Alison White
Division of Investment Management
Securities and Exchange Commission
100 F Street, NE
Washington, DC 20549-4720
| Re: | Meridian Fund, Inc. (the “Corporation”) Post-Effective Amendments Nos. 41-42 under the Securities Act of 1933 (the “1933 Act”) and Amendments Nos. 42-43 under the Investment Company Act of 1940 (the “1940 Act”) File Nos. 2-90949 and 811-04014 |
Dear Ms. White:
We are writing, on behalf of the Corporation, to respond to a comment provided by Kimberly Browning to us by telephone on September 27, 2013 and by you on October 19, 2013 in connection with the post-effective amendments to the registration statement filed on August 15, 2013 and August 27, 2013 by the Corporation on behalf of Meridian Small Cap Growth Fund, Meridian Value Fund (now known as Meridian Contrarian Fund), Meridian Equity Income Fund and Meridian Growth Fund, respectively, each a series of the Corporation (each, a “Fund”). In particular, Ms. Browning requested that the Corporation, prior to filing its registration statement pursuant to Rule 485(b) under the 1933 Act, provide the following via Edgar correspondence: (i) completed fees and expenses and example tables required by Item 3 of Form N-1A and (ii) the plans and material agreements entered into by or on behalf of the Funds that the Rule 485(a) filing indicated would be filed by amendment. It was further requested that the Corporation acknowledge that filings made pursuant to Rule 485(a) are to include all material information at the time of filing.
While updated financial information and agreements/plans are typically filed pursuant to Rule 485(b), to address the Staff’s comment, this correspondence includes the completed fees and expenses and example tables required by Item 3 of Form N-1A for each Fund. In addition, attached hereto please find those agreements and plans required by Item 28 of Form N-1A to be filed as part of a registration statement, as applicable, that have not previously been filed by the Corporation in connection with prior filings of the Corporation’s registration statement.
Ms. Alison White
Division of Investment Management
October 25, 2013
Page 2
MERIDIAN EQUITY INCOME FUND
Shareholder Fees (fees paid directly from your investment) | ||||||||||||||||
| Legacy Class Shares | Institutional Class Shares1 | Advisor Class Shares1 | Retirement Class Shares1 | |||||||||||||
Maximum Sales Charge (Load) on Purchases | None | None | None | None | ||||||||||||
Maximum Deferred Sales Charge (Load) | None | None | None | None | ||||||||||||
Redemption Fee (as a percentage of amount redeemed, if you sell or exchange your shares within 60 days of purchase) | 2.00 | % | 2.00 | % | 2.00 | % | 2.00 | % | ||||||||
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) | ||||||||||||||||
Management Fees | 0.94 | % | 0.94 | % | 0.94 | % | 0.94 | % | ||||||||
Distribution (Rule 12b-1) Fees | 0.00 | % | 0.00 | % | 0.25 | % | 0.50 | % | ||||||||
Other Expenses | 0.59 | % | 0.75 | % | 0.75 | % | 0.75 | % | ||||||||
Shareholder Servicing Fee | 0.00 | % | 0.25 | % | 0.25 | % | 0.25 | % | ||||||||
Other | 0.59 | % | 0.50 | % | 0.50 | % | 0.50 | % | ||||||||
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Total Annual Fund Operating Expenses | 1.53 | % | 1.69 | % | 1.94 | % | 2.19 | % | ||||||||
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Fee Waivers and/or Expense Reimbursements | (0.28 | )% | (0.34 | )% | (0.34 | )% | (0.34 | )% | ||||||||
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Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement2 | 1.25 | % | 1.35 | % | 1.60 | % | 1.85 | % | ||||||||
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| 1. | Expenses are based on estimated amounts for the current fiscal year. Institutional Class, Advisor Class and Retirement Class commenced operations on or about the date of this prospectus. |
| 2. | The Investment Adviser has committed to waive and/or reimburse certain expenses so that total annual fund operating expenses will not exceed 1.25% for the Legacy Class, 1.35% for the Institutional Class, 1.60% for the Advisor Class, and 1.85% for the Retirement Class. These expense limitations may not be amended or withdrawn until one year after the date of this prospectus. |
Example
This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in Legacy Class shares, Institutional Class shares, Advisor Class shares or Retirement Class shares of the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year, the Fund’s operating expenses remain the same and the Total Annual Fund Operating Expenses After Fee Waiver/and/or Expense Reimbursement shown above will only be in place for the length of the current commitment. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
| Share Class | 1 Year | 3 Years | 5 Years | 10 Years | ||||||||||||
Legacy Class Shares | $ | 127 | $ | 456 | $ | 808 | $ | 1,800 | ||||||||
Institutional Class Shares | $ | 137 | $ | 499 | $ | 886 | $ | 1,969 | ||||||||
Advisor Class Shares | $ | 163 | $ | 576 | $ | 1,016 | $ | 2,237 | ||||||||
Retirement Class Shares | $ | 188 | $ | 652 | $ | 1,144 | $ | 2,497 | ||||||||
Ms. Alison White
Division of Investment Management
October 25, 2013
Page 3
MERIDIAN GROWTH FUND
Shareholder Fees (fees paid directly from your investment) | ||||||||||||||||
| Legacy Class Shares | Institutional Class Shares1 | Advisor Class Shares1 | Retirement Class Shares1 | |||||||||||||
Maximum Sales Charge (Load) on Purchases | None | None | None | None | ||||||||||||
Maximum Deferred Sales Charge (Load) | None | None | None | None | ||||||||||||
Redemption Fee (as a percentage of amount redeemed, if you sell or exchange your shares within 60 days of purchase) | 2.00 | % | 2.00 | % | 2.00 | % | 2.00 | % | ||||||||
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) | ||||||||||||||||
Management Fees | 0.76 | % | 0.76 | % | 0.76 | % | 0.76 | % | ||||||||
Distribution (Rule 12b-1) Fees | 0.00 | % | 0.00 | % | 0.25 | % | 0.50 | % | ||||||||
Other Expenses | 0.11 | % | 0.56 | % | 0.56 | % | 0.56 | % | ||||||||
Shareholder Servicing Fee | 0.00 | % | 0.25 | % | 0.25 | % | 0.25 | % | ||||||||
Other | 0.11 | % | 0.31 | % | 0.31 | % | 0.31 | % | ||||||||
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Total Annual Fund Operating Expenses | 0.87 | % | 1.32 | % | 1.57 | % | 1.82 | % | ||||||||
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Fee Waivers and/or Expense Reimbursements | N/A | (0.02 | )% | (0.02 | )% | (0.02 | )% | |||||||||
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Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement2 | 0.87 | % | 1.30 | % | 1.55 | % | 1.80 | % | ||||||||
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| 1. | Expenses are based on estimated amounts for the current fiscal year. Institutional Class, Advisor Class and Retirement Class commenced operations on or about the date of this prospectus. |
| 2. | The Investment Adviser has committed to waive and/or reimburse certain expenses so that total annual fund operating expenses will not exceed 1.30% for the Institutional Class, 1.55% for the Advisor Class, and 1.80% for the Retirement Class. These expense limitations may not be amended or withdrawn until one year after the date of this prospectus. |
Example
This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in Legacy Class shares, Institutional Class shares, Advisor Class shares or Retirement Class shares of the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year, the Fund’s operating expenses remain the same and the Total Annual Fund Operating Expenses After Fee Waiver/and/or Expense Reimbursement shown above will only be in place for the length of the current commitment. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
| Share Class | 1 Year | 3 Years | 5 Years | 10 Years | ||||||||||||
Legacy Class Shares | $ | 89 | $ | 278 | $ | 482 | $ | 1,073 | ||||||||
Institutional Class Shares | $ | 132 | $ | 416 | $ | 722 | $ | 1,588 | ||||||||
Advisor Class Shares | $ | 158 | $ | 494 | $ | 853 | $ | 1,866 | ||||||||
Retirement Class Shares | $ | 183 | $ | 571 | $ | 983 | $ | 2,136 | ||||||||
Ms. Alison White
Division of Investment Management
October 25, 2013
Page 4
MERIDIAN CONTRARIAN FUND
Shareholder Fees (fees paid directly from your investment) | ||||||||||||||||
| Legacy Class Shares | Institutional Class Shares1 | Advisor Class Shares1 | Retirement Class Shares1 | |||||||||||||
Maximum Sales Charge (Load) on Purchases | None | None | None | None | ||||||||||||
Maximum Deferred Sales Charge (Load) | None | None | None | None | ||||||||||||
Redemption Fee (as a percentage of amount redeemed, if you sell or exchange your shares within 60 days of purchase) | 2.00 | % | 2.00 | % | 2.00 | % | 2.00 | % | ||||||||
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) | ||||||||||||||||
Management Fees | 1.00 | % | 1.00 | % | 1.00 | % | 1.00 | % | ||||||||
Distribution (Rule 12b-1) Fees | 0.00 | % | 0.00 | % | 0.25 | % | 0.50 | % | ||||||||
Other Expenses | 0.16 | % | 0.40 | % | 0.40 | % | 0.40 | % | ||||||||
Shareholder Servicing Fee2 | 0.00 | % | 0.05 | % | 0.05 | % | 0.05 | % | ||||||||
Other | 0.16 | % | 0.35 | % | 0.35 | % | 0.35 | % | ||||||||
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Total Annual Fund Operating Expenses | 1.16 | % | 1.40 | % | 1.65 | % | 1.90 | % | ||||||||
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Fee Waivers and/or Expense Reimbursements | N/A | (0.05 | )% | (0.05 | )% | (0.05 | )% | |||||||||
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Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement3 | 1.16 | % | 1.35 | % | 1.60 | % | 1.85 | % | ||||||||
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| 1. | Expenses are based on estimated amounts for the current fiscal year. Institutional Class, Advisor Class and Retirement Class commenced operations on or about the date of this prospectus. |
| 2. | The Fund may pay up to 0.25% for the provision of shareholder services for the Institutional Class, Advisor Class and Retirement Class, but the Fund’s Board of Directors has only authorized the Fund to pay 0.05% at this time. This limitation may not be amended or withdrawn until one year after the date of this prospectus. |
| 3. | The Investment Adviser has committed to waive and/or reimburse certain expenses so that total annual fund operating expenses will not exceed 1.35% for the Institutional Class, 1.60% for the Advisor Class, and 1.85% for the Retirement Class. These expense limitations may not be amended or withdrawn until one year after the date of this prospectus. |
Example
This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in Legacy Class shares, Institutional Class shares, Advisor Class shares or Retirement Class shares of the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year, the Fund’s operating expenses remain the same and the Total Annual Fund Operating Expenses After Fee Waiver/and/or Expense Reimbursement shown above will only be in place for the length of the current commitment. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
| Share Class | 1 Year | 3 Years | 5 Years | 10 Years | ||||||||||||
Legacy Class Shares | $ | 118 | $ | 368 | $ | 638 | $ | 1,409 | ||||||||
Institutional Class Shares | $ | 137 | $ | 438 | $ | 761 | $ | 1,675 | ||||||||
Advisor Class Shares | $ | 163 | $ | 515 | $ | 892 | $ | 1,950 | ||||||||
Retirement Class Shares | $ | 188 | $ | 592 | $ | 1,022 | $ | 2,218 | ||||||||
Ms. Alison White
Division of Investment Management
October 25, 2013
Page 5
MERIDIAN SMALL CAP GROWTH FUND
Shareholder Fees (fees paid directly from your investment) | ||||||||||||||||
| Legacy Class Shares1 | Institutional Class Shares1 | Advisor Class Shares1 | Retirement Class Shares1 | |||||||||||||
Maximum Sales Charge (Load) on Purchases | None | None | None | None | ||||||||||||
Maximum Deferred Sales Charge (Load) | None | None | None | None | ||||||||||||
Redemption Fee (as a percentage of amount redeemed, if you sell or exchange your shares within 60 days of purchase) | 2.00 | % | 2.00 | % | 2.00 | % | 2.00 | % | ||||||||
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) | ||||||||||||||||
Management Fees | 1.00 | % | 1.00 | % | 1.00 | % | 1.00 | % | ||||||||
Distribution (Rule 12b-1) Fees | 0.00 | % | 0.00 | % | 0.25 | % | 0.50 | % | ||||||||
Other Expenses | 0.44 | % | 0.64 | % | 0.64 | % | 0.64 | % | ||||||||
Shareholder Servicing Fee2 | 0.00 | % | 0.05 | % | 0.05 | % | 0.05 | % | ||||||||
Other | 0.44 | % | 0.59 | % | 0.59 | % | 0.59 | % | ||||||||
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Total Annual Fund Operating Expenses | 1.44 | % | 1.64 | % | 1.89 | % | 2.14 | % | ||||||||
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Fee Waivers and/or Expense Reimbursements | (0.24 | )% | (0.29 | )% | (0.29 | )% | (0.29 | )% | ||||||||
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Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement3 | 1.20 | % | 1.35 | % | 1.60 | % | 1.85 | % | ||||||||
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| 1. | Expenses are based on estimated amounts for the current fiscal year. |
| 2. | The Fund may pay up to 0.25% for the provision of shareholder services for the Institutional Class, Advisor Class and Retirement Class, but the Fund’s Board of Directors has only authorized the Fund to pay 0.05% at this time. This limitation may not be amended or withdrawn until one year after the date of this prospectus. |
| 3. | The Investment Adviser has committed to waive and/or reimburse certain expenses so that total annual fund operating expenses will not exceed 1.20% for the Legacy Class, 1.35% for the Institutional Class, 1.60% for the Advisor Class, and 1.85% for the Retirement Class. These expense limitations may not be amended or withdrawn until one year after the date of this prospectus. |
Example
This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in Legacy Class shares, Institutional Class shares, Advisor Class shares or Retirement Class shares of the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year, the Fund’s operating expenses remain the same and the Total Annual Fund Operating Expenses After Fee Waiver/and/or Expense Reimbursement shown above will only be in place for the length of the current commitment. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
| Share Class | 1 Year | 3 Years | ||||||
Legacy Class Shares | $ | 122 | $ | 432 | ||||
Institutional Class Shares | $ | 137 | $ | 489 | ||||
Advisor Class Shares | $ | 163 | $ | 566 | ||||
Retirement Class Shares | $ | 188 | $ | 642 | ||||
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Ms. Alison White
Division of Investment Management
October 25, 2013
Page 6
We hope that these responses adequately address your concerns. The Corporation accepts responsibility for the adequacy and accuracy of the disclosure in the Corporation’s registration statement filing that is the subject of this letter. The Corporation acknowledges that Staff comments or changes to disclosure in response to Staff comments in the filing reviewed by the Staff do not foreclose the Commission from taking any action with respect to the filing. The Corporation further acknowledges that it may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
The Corporation will respond to the other comments that you and Ms. Browning provided in subsequent correspondence that will be filed with the Corporation’s filing of the post-effective amendment to its registration statement under Rule 485(b). Should you have any further questions or comments, please do not hesitate to contact me at (202) 346-4515.
| Very truly yours, |
/s/ Robert M. Kurucza |
| Robert M. Kurucza |
| cc: | Rick Grove |
Stephanie Bullington
Paul J. Delligatti
Attachments
