EXHIBIT - h(2)(b)
AMENDMENT
This AMENDMENT amends as of March 15, 2006 (the "EFFECTIVE DATE"), the
Accounting Services Agreement dated as of February 5, 1994, as amended (the
"AGREEMENT") between Meridian Value Fund (the "Fund") and PFPC Inc. ("PFPC"),
the successor in interest to First Data Investor Services Group, Inc. which is
the successor in interest to Fund/Plan Services, Inc.
For valuable consideration the receipt and sufficiency of which the
parties hereto hereby acknowledge, the Fund and PFPC hereby agree that, as of
the Effective Date, the Agreement shall (without any further action by either of
the parties hereto) be amended as follows:
1. The Introductory paragraph of the Agreement is hereby deleted in its entirety
and replaced with the following:
"THIS AGREEMENT is dated as of the 5th Day of February, 1994, made by and
between Meridian Fund, Inc. (the "Fund") a corporation operating as a
registered investment company under the Investment Company Act of 1940, as
amended, and duly organized and existing under the laws of the state of
Maryland and PFPC INC. ("PFPC"), a corporation duly organized and existing
under the laws of the Commonwealth of Massachusetts (collectively, the
"Parties")."
2. All references in the Agreement to "Fund/Plan" are hereby deleted and
replaced with "PFPC".
3. This Amendment contains the entire understanding between the parties with
respect to the services contemplated hereby. Except as expressly set forth
herein, the Agreement, as previously amended shall remain unaffected hereby.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their duly authorized officers, as of the day and year first above
written.
MERIDIAN FUND, INC. PFPC INC.
By: /s/Xxxxx X. Xxxxxxx By: /s/Xxxxx X. Xxxxx
------------------- -----------------
Name: Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxx
Title: CPO/Treasurer Title: VP and Managing Director
