MERIDIAN FUND, INC.
FEE AND EXPENSE AGREEMENT
THIS AGREEMENT is made as of this 3th day of October, 2007 by and among
Meridian Fund, Inc. (the "Company"), for itself and on behalf of the Meridian
Equity Income Fund (the "Fund") and Aster Investment Management Co., Inc.
("Aster').
WHEREAS, the Company is an open-end investment company registered under
the Investment Company Act of 1940; and
WHEREAS, Aster, an investment adviser registered under the Investment
Advisers Act of 1940, serves as investment adviser to the Fund pursuant to an
investment advisory agreement (the "Investment Advisory Agreement");
NOW, THEREFORE, in consideration of the mutual covenants herein contained
and other good and valuable consideration, the receipt whereof is hereby
acknowledged, the parties hereto agree as follows:
1. LIMITATION ON TOTAL OPERATING EXPENSE RATIO. Aster hereby agrees to
waive any advisory fees payable to it under the Investment Management Agreement
and/or reimburse other expenses of the Fund to the extent necessary to maintain
a total operating expense ratio of the Fund that does not exceed its capped
operating expense ratio of 1.25% ("Capped Operating Expense Ratio").
2. DURATION OF THE COMMITMENT. The parties agree that Aster will maintain
the Capped Operating Expense Ratio for the period commencing November 1, 2007
and ending January 31, 2008.
3. ENTIRE AGREEMENT; MODIFICATION; AMENDMENT. This Agreement constitutes
the entire agreement of the parties with respect to its subject matter. Each
provision herein shall be treated as separate and independent from any other
provision or agreement herein and shall be enforceable notwithstanding the
enforceability of any such other provision or agreement. No modification or
amendment of this Agreement shall be binding unless in writing and executed by
the parties affected thereby.
IN WITNESS WHEREOF, the parties have duly executed this Agreement as of
the date above first written;
MERIDIAN FUND, INC. ASTER INVESTMENT MANAGEMENT CO., INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇. By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇.
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇. Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇.
Title: President Title: President
ASTER INVESTMENT MANAGEMENT COMPANY, INC.
AND
MERIDIAN FUND, INC.
Revised 10/3/06
CODE OF ETHICS
INTRODUCTION
This Code of Ethics, (the "Code") has been adopted by Aster Investment
Management Company, Inc. ("AIM, Inc."), and Meridian Fund, Inc.(the "Fund") to
set forth standards of conduct, to provide rules for directors, officers and
supervised persons with respect to their personal securities transactions and to
ensure compliance with applicable federal securities laws. AIM, Inc. and
Meridian Fund, Inc. , in accordance with Rule 204A-1 under the Advisers Act and
Rule 17j-1 under the Investment Company Act of 1940 (the "1940 Act")have each
adopted this Code of Ethics.
I have read and agree to comply with the Code of Ethics of AIM, Inc. and
Meridian Fund, Inc.
_____________________________________ ______________________________________
Print Name Signature
_____________________________________
Date
1
