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Exhibit(h)(2)
SHAREHOLDER SERVICES AGREEMENT
This Agreement, dated as of the 5th day of February 1994, made by and between
Meridian Value Fund (the "Fund"), a separate series of shares of Meridian Fund,
Inc., 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 Fund/Plan Services, Inc.
("Fund/Plan"), a corporation duly organized and existing under the laws of the
State of Delaware (collectively, the "Parties").
WITNESSETH THAT:
WHEREAS, the Fund desires to retain Fund/Plan to perform share transfer
agency, redemption and dividend disbursing services as set forth in this
Agreement and in Schedule "A" attached hereto, and to perform certain other
functions in connection with these duties; and
WHEREAS, Fund/Plan is registered with the Securities and Exchange
Commission as a Transfer Agent as required under Section 17(A)(c) of the
Securities Exchange Act of 1934, as amended; and
WHEREAS, Fund/Plan is willing to serve in such capacity and perform such
functions upon the terms and conditions set forth below; and
NOW, THEREFORE, in consideration of the premises and mutual covenants
contained herein, the Parties hereto, intending to be legally bound, do hereby
agree as follows:
Section 1. The terms as defined in this Section wherever used in this
Agreement, or in any amendment or supplement hereto, shall have the meanings
herein specified unless the context otherwise requires.
Share Certificates shall mean the certificates representing shares of stock of
the Fund.
Shareholders shall mean the registered owners of the Shares of the Fund in
accordance with the share registry records maintained by Fund/Plan for the Fund.
Shares shall mean the issued and outstanding shares of the Fund.
Signature Guarantee shall mean the guarantee of signatures by an "eligible
guarantor institution" as defined in rule 17Ad-15 under the Securities Exchange
Act of 1934, as amended. Eligible guarantor institutions include banks, brokers,
dealers, credit unions, national securities exchanges, registered securities
associations, clearing agencies and savings associations. Broker-dealers
guaranteeing signatures must be members of a
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clearing corporation or maintain net capital of at least $100,000. Signature
guarantees will be accepted from any eligible guarantor institution which
participates in a signature guarantee program.
Oral Instruction shall mean an authorization, instruction, approval, item or set
of data, or information of any kind transmitted to Fund/Plan in person or by
telephone, telegram, telecopy or other mechanical or documentary means lacking
original signature, by a person or persons reasonably identified to Fund/Plan to
be a person or persons so authorized by a resolution of the Board of Directors
of the Fund.
Written Instruction shall mean an authorization, instruction, approval, item or
set of data or information of any kind transmitted to Fund/Plan in an original
writing containing an original signature or a copy of such document transmitted
by telecopy including transmission of such signature reasonably identified to
Fund/Plan to be the signature of a person or persons so authorized by a
resolution of the Board of Directors of the Fund to give Written Instructions to
Fund/Plan.
TRANSFER AGENCY SERVICES
Section 2. The Fund shall furnish to Fund/Plan as Transfer Agent a
sufficient supply of blank Share Certificates and from time to time will renew
such supply upon the request of Fund/Plan, Such blank Share Certificates shall
be signed manually or by facsimile signatures of officers of the Fund authorized
by law or the by-laws of the Fund to sign Share Certificates and, if required,
shall bear the seal of the Fund, or a facsimile thereof.
Section 3. Fund/Plan as Transfer Agent, shall make original issues of
Shares in accordance with Section 14 and 15 below and with the Fund's then
current Prospectus and Statement of Additional Information upon the written
request of the Fund, and upon being furnished with (i) a certified copy of a
resolution or resolutions of the Board of Directors of the Fund authorizing such
issue; (ii) an opinion of counsel as to the validity of such additional Shares;
and (iii) necessary funds for the payment of any original issue tax applicable
to such additional Shares.
Section 4. Transfers of Shares shall be registered and new Share
Certificates issued by Fund/Plan upon surrender of outstanding Share
Certificates, (i) in the form deemed by Fund/Plan to be properly endorsed for
issue, (ii) with all necessary endorser's signatures guaranteed pursuant to Rule
17Ad-15 under the Securities Exchange Act of 1934, as amended, accompanied by,
(iii) such assurances as Fund/Plan shall deem necessary or
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appropriate to evidence the genuineness and effectiveness of each necessary
endorsement, and (iv) satisfactory evidence of compliance with all applicable
laws relating to the payment or collection of taxes.
Section 5. When mail is used for delivery of Share Certificates,
Fund/Plan shall forward Share Certificates in "non-negotiable" form by
first-class mail, and Share Certificates in "negotiable" form by registered
mail, all mail deliveries to be covered while in transit to the addressee by
insurance to be arranged by Fund/Plan.
Section 6. In registering transfers, Fund/Plan as Transfer Agent may
rely upon the commercial code or any other applicable law which, in the written
opinion (a copy of which shall previously have been furnished to the Fund) of
counsel, protect Fund/Plan and the Fund in not requiring complete documentation,
in registering transfer without inquiry into adverse claim, in delaying
registration for purposes of such inquiry, or in refusing registration where in
its judgment an adverse claim requires such refusal.
Section 7. Fund/Plan as Transfer Agent may issue new Share Certificates
in place of Share Certificates represented to have been lost, destroyed or
stolen, upon receiving indemnity satisfactory to Fund/Plan and may issue new
Share Certificates in exchange for and upon surrender of mutilated Share
Certificates.
Section 8. In case any officer of the Fund who shall have signed
manually or whose facsimile signature shall have been affixed to blank Share
Certificates shall die, resign or be removed prior to the issuance of such Share
Certificates, Fund/Plan as Transfer Agent may issue or register such Share
Certificates as the Share Certificates of the Fund notwithstanding such death,
resignation or removal; and the Fund shall file promptly with Fund/Plan such
approval, adoption or ratification as may be required by law.
Section 9. With respect to confirmed trades received by Fund/Plan as
Transfer Agent for the Fund, Fund/Plan shall periodically notify the Fund of the
current status of outstanding confirmed trades. Fund/Plan is authorized to
cancel confirmed trades which have been outstanding for thirty (30) days. Upon
such cancellation, the Transfer Agent shall instruct the accounting agent to
adjust the books of the Fund accordingly.
Section 10. Fund/Plan will maintain stock registry records in the usual
form in which it will note the issuance, transfer and redemption of Shares and
the issuance and transfer of Share Certificates. Fund/Plan is responsible to
provide reports of Share purchases, redemptions, and total Shares outstanding on
the next business day after each net asset valuation. Fund/Plan is
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authorized to keep records, which will be part of the stock transfer records, in
which it will note the names and registered address of Shareholders and the
number of Shares and fractions thereof owned by them.
Section 11. Fund/Plan will issue Share Certificates for Shares of the
Fund, only upon receipt of a written request from a Shareholder. In all other
cases, the Fund authorizes Fund/Plan to dispense with the issuance and
countersignature of Share Certificates whenever Shares are purchased. In such
case Fund/Plan as Transfer Agent, shall merely note on its Shareholder
registration records the issuance of the Shares and fractions (if any) and shall
credit the proper number of Shares and fractions to the respective Shareholders'
accounts. Likewise, whenever Fund/Plan has occasion to surrender for redemption
Shares and fractions owned by Shareholders, it shall be unnecessary to issue
Share Certificates for redemption purposes. The Fund authorizes Fund/Plan in
such cases to process the transactions by appropriate entries in its Share
transfer records, and records of issued Shares outstanding.
Section 12. Fund/Plan in its capacity as Transfer Agent will, in
addition to the duties and functions above-mentioned, perform the usual duties
and functions of a Stock Transfer Agent for a corporation as listed in Schedule
"A". It will countersign for issuance or reissuance Share Certificates
representing original issue or reissued Shares as directed by the Written
Instructions of the Fund and will transfer Share Certificates registered in the
name of Shareholders from one Shareholder to another in the usual manner.
Fund/Plan may rely conclusively and act without further investigation upon any
list, instruction, certification, authorization, Share Certificate or other
instrument or paper believed by it in good faith to be genuine and unaltered,
and to have been signed, countersigned, or executed by duly authorized person or
persons, or upon the instructions of any officer of the Fund, or upon the advice
of counsel for the Fund or for Fund/Plan. Fund/Plan may record any transfer of
Share Certificates which is reasonably believed by it to have been duly
authorized or may refuse to record any transfer of Share Certificates if in good
faith Fund/Plan in its capacity as Transfer Agent deems such refusal necessary
in order to avoid any liability either of the Fund or Fund/Plan. Absent
negligence on the part of Fund/Plan the Fund agrees to indemnify and hold
harmless Fund/Plan from and against any and all losses, costs, claims, and
liability which it may suffer or incur by reason of so relying or acting or
refusing to act. Fund/Plan shall maintain and reconcile all operating bank
accounts necessary to facilitate all transfer agency processes; including, but
not limited to, distribution disbursements, redemptions and payment clearance
accounts.
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Section 13. In case of any request or demand for the inspection of the
Share records of the Fund, Fund/Plan as Transfer Agent shall endeavor to notify
the Fund and to secure instructions as to permitting or refusing such
inspection. Fund/Plan may, however, exhibit such records to any person in any
case where it is advised by its counsel that it may be held liable for failure
to do so.
ISSUANCE OF SHARES
Section 14. Prior to the daily determination of net asset value in
accordance with the Fund's then current Prospectus and Statement of Additional
Information, Fund/Plan shall process all purchase orders received since the last
determination of the Fund's net asset value. Fund/Plan shall calculate daily the
amount available for investment in Shares at the net asset value determined by
the Fund's pricing agent as of the close of regular trading on the New York
Stock Exchange, the number of Shares and fractional Shares to be purchased and
the net asset value to be deposited with the Custodian. Fund/Plan as agent for
the Shareholders shall place a purchase order daily with the appropriate Fund
for the proper number of Shares and fractional Shares to be purchased and
confirm such number to the Fund, in writing.
Section 15. Fund/Plan having made the calculations provided for in
Section 14, shall thereupon pay over the net asset value of Shares purchased to
the Custodian. The proper number of Shares and fractional Shares shall then be
issued daily and credited by Fund/Plan to the Shareholder Registration Records.
The Shares and fractional Shares purchased for each Shareholder will be credited
by Fund/Plan to that Shareholder's separate account. Fund/Plan shall mail to
each Shareholder a confirmation of each purchase, with copies to the Fund, if
requested. Such confirmations will show the prior Share balance, the new Share
balance, the Shares for which Stock Certificates are outstanding (if any), the
amount invested and the price paid for the newly purchased Shares.
REDEMPTIONS
Section 16. Fund/Plan shall, prior to the daily determination of net
asset value in accordance with the Fund's Prospectus and Statement of Additional
Information, process all requests from Shareholders to redeem Shares and
determine the number of Shares required to be redeemed to make monthly payments,
automatic payments or the like. Thereupon, Fund/Plan shall advise the Fund of
the total number of Shares available for redemption and
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the number of Shares and fractional Shares requested to be redeemed. Fund/Plan
as Pricing Agent shall then determine the applicable net asset value, whereupon
Fund/Plan shall furnish the Fund with an appropriate confirmation of the
redemption and process the redemption by filing with the Custodian an
appropriate statement and make the proper distribution and application of the
redemption proceeds in accordance with the Fund's Prospectus and Statement of
Additional Information. The stock registry books recording outstanding Shares,
the Shareholder Registration Records and the individual account of the
Shareholder shall be properly debited.
Section 17. The proceeds of redemption shall be remitted by Fund/Plan in
accordance with the Fund's Prospectus and Statement of Additional Information,
by check mailed to the Shareholder at the Shareholder's registered address or
wired to an authorized bank account. If Share certificates have been issued for
Shares being redeemed, then such Share Certificates and a stock power with a
Signature Guarantee pursuant to Rule 17Ad-15 under the Securities Exchange Act
of 1934 (as defined in Section 1 of this Agreement), shall accompany the
redemption request.
For the purposes of redemption of Shares which have been purchased
within 15 days of a redemption request, the Fund shall provide Fund/Plan, from
time to time, with Written Instructions concerning the time within which such
requests may be honored.
DIVIDENDS
Section 18. The Fund shall notify Fund/Plan of the date of each dividend
declaration or capital gains distribution and the record date for determining
the Shareholders entitled to payment. The per-share payment amount of any
dividend or capital gain shall be determined by the Fund after receipt of
necessary information from and consultation with Fund/Plan.
Section 19. On or before each payment date, the Fund will notify
Fund/Plan in its capacity as dividend disbursing agent of the total amount of
the dividend or distribution currently payable. Fund/Plan will, on the
designated payment date, automatically reinvest all dividends in additional
Shares except in cases where Shareholders have elected to receive distribution
in cash, in which case Fund/Plan will mail distribution checks to the
Shareholders for the proper amounts payable to them from monies transferred by
the Custodian to Fund/Plan for that purpose.
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FEES
Section 20. The Fund agrees to pay Fund/Plan compensation for its
services and to reimburse it for expenses, at the rates and amounts as set forth
in Schedule "B" attached hereto, and as shall be set forth in any amendments to
such Schedule "B" approved by the Fund and Fund/Plan. The Fund agrees and
understands that Fund/Plan's compensation be comprised of two components:
(i) An annual Shareholder account maintenance fee calculated by
multiplying the monthly average number of accounts in each Fund by one twelfth
(1/12th) the per account fee as stated in Schedule "B", subject to a minimum fee
per Fund, which fee the Fund hereby authorizes Fund/Plan to collect by debiting
the Fund's custody account for invoices which are rendered for such services
performed. The invoices for the services performed will be sent to the Fund
after such debiting with the indication that payment has been made; and
(ii) reimbursement of any out-of-pocket expenses paid by Fund/Plan on
behalf of the Fund, which out-of-pocket expenses will be billed to the Fund
within the first ten calendar days of the month following the month in which
such out-of-pocket expenses were incurred. The Fund agrees to reimburse
Fund/Plan for such expenses within ten calendar days of receipt of such xxxx.
For the purpose of determining fees payable to Fund/Plan, the value of
Fund's net assets shall be computed at the times and in the manner specified in
Fund's then current Prospectus and Statement of Additional Information.
During the term of this Agreement, should the Fund seek services or
functions in addition to those outlined above or in Schedule "A" attached, a
written amendment to this Agreement specifying the additional services and
corresponding compensation shall be executed by both Fund/Plan and the Fund.
GENERAL PROVISIONS
Section 21. Fund/Plan shall maintain records (which may be part of the
stock transfer records) in connection with the issuance and redemption of
Shares, and the disbursement of dividends and dividend reinvestments, in which
will be noted the transactions effected for each Shareholder and the number of
Shares and fractional Shares owned by each for which no Share Certificates are
outstanding. Fund/Plan agrees to make available upon request and to preserve for
the periods prescribed in Rule 3la-2 under the Investment Company Act of
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1940, as amended, any records relating to services provided under this Agreement
which are required to be maintained by Rule 3la-I under the Act.
Section 22. In addition to the services as Transfer Agent and dividend
disbursing agent set forth above, Fund/Plan will perform other services for the
Fund as agreed upon from time to time, including but not limited to, preparation
of and mailing Federal Tax Information Forms and mailing semi-annual reports to
shareholders of the Fund.
Section 23. Nothing contained in this Agreement is intended to or shall
require Fund/Plan in any capacity hereunder, to perform any functions or duties
on any holiday, day of special observance or any other day on which the
Custodian or the New York Stock Exchange are closed. Functions or duties
normally scheduled to be performed on such days shall be performed on, and as
of, the next business day on which both the New York Stock Exchange and the
Custodian are open.
Section 24.
(a) Fund/Plan, its directors, officers, employees, shareholders and
agents shall only be liable for any error of judgment or mistake of law or for
any loss suffered by the Fund in connection with the performance of this
Agreement that results from willful misconduct, bad faith, negligence or
reckless disregard on the part of Fund/Plan in the performance of its
obligations and duties under this Agreement.
(b) Any person, even though also a director, officer, employee,
shareholder or agent of Fund/Plan, who may be or become an officer, trustee,
employee, or agent of the Fund, shall be deemed, when rendering services to such
entity or acting on any business of the Fund, (other than services or business
in connection with Fund/Plan's duties hereunder), to be rendering such services
to or acting solely for the Fund and not as a director, officer, employee,
shareholder or agent of, or one under the control or direction of Fund/Plan even
though that person is being paid salary by Fund/Plan.
(c) Notwithstanding any other provision of this Agreement, the Fund
shall indemnify and hold harmless Fund/Plan, its directors, officers, employees,
shareholders and agents from and against any and all claims, demands, expenses
and liabilities (whether with or without basis in fact or law) of any and every
nature which Fund/Plan may sustain or incur or which may be asserted against
Fund/Plan by any person by reason of, or as a result of (i) any action taken or
omitted to be taken by Fund/Plan in good faith hereunder; (ii) any action taken
or omitted to be taken by Fund/Plan in good faith in reliance upon any
Certificate, instrument, order, or stock
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certificate or other document reasonably believed by it to be genuine and to be
signed, countersigned or executed by any duly authorized person, upon the Oral
Instructions or Written Instructions of an authorized person of the Fund or upon
the opinion of legal counsel to the Fund, or its own counsel; or (iii) any
action taken or omitted to be taken by Fund/Plan in connection with its
appointment under this agreement, which action or omission was taken in good
faith in reliance upon any law, act, regulation or interpretation of the same
even though the same may thereafter have been altered, changed, amended, or
repealed. Indemnification under this subparagraph, however, shall not apply to
actions or omissions of Fund/Plan or its directors, officers, employees,
shareholders, or agents in cases of its or their own negligence, willful
misconduct, bad faith, or reckless disregard of its or their own duties
hereunder and Fund/Plan will indemnify the Fund under such circumstances.
(d) Fund/Plan shall give written notice to the Fund within ten (10)
business days of receipt by Fund/Plan of a written assertion or claim of any
threatened or pending legal proceeding which may be subject to this
indemnification. The failure to notify the Fund of such written assertion or
claim shall not, however, operate in any manner whatsoever to relieve the Fund
of any liability arising under this Section or otherwise, except to the extent
that failure to give notice prejudices the Fund.
(e) For any legal proceeding giving rise to this indemnification, the
Fund shall be entitled to defend or prosecute any claim in the name of Fund/Plan
at its own expense and through counsel of its own choosing if it gives written
notice to Fund/Plan within ten (10) business days of receiving notice of such
claim. Notwithstanding the foregoing, Fund/Plan may participate in the
litigation at its own expense through counsel of its own choosing. In the event
the Fund chooses to defend or prosecute such claim, the parties shall cooperate
in the defense or prosecution thereof unless counsel determines that a conflict
may exist between the interests of the Parties, and shall furnish such records
and other information as are reasonably necessary.
(f) The Fund shall not settle any claim under (d) and (e) above, without
Fund/Plan's express written consent, which consent shall not be unreasonably
withheld. Fund/Plan shall not settle any such claim without the Fund's express
written consent which likewise shall not be unreasonably withheld.
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Section 25. Upon established written procedures established by the Fund,
Fund/Plan is authorized, upon receipt of Written Instructions from the Fund, to
make payment upon redemption of Shares without a signature guarantee. Absent
negligence on the part of Fund/Plan, the Fund hereby agrees to indemnify and
hold Fund/Plan, its successors and assigns, harmless of and from any and all
expenses, damages, claims, suits, liabilities, actions, demands, losses
whatsoever arising out of or in connection with a payment by Fund/Plan upon
redemption of Shares pursuant to Written Instructions and without a signature
guarantee; upon the request of Fund/Plan, the Fund shall assume the entire
defense of any action, suit or claim subject to the foregoing indemnity.
Fund/Plan shall notify the Fund of any such action, suit or claim within ten
(10) days after receipt by Fund/Plan of notice thereof.
Section 26.
(a) The term of this Agreement shall be for a period of two (2) years,
commencing on the execution date ("effective date") of this Agreement.
(b) The fee schedule set forth in Schedule "B" attached shall be fixed
for two (2) years after the effective date of this Agreement.
(c) After the initial two year term of this Agreement, the Fund or
Fund/Plan may give written notice to the other of the termination of this
Agreement, such termination to take effect at the time specified in the notice,
which date shall not be less than one hundred twenty (120) days after the date
of giving notice. Upon the effective termination date, the Fund shall pay to
Fund/Plan such compensation as may be due as of the date of termination and
shall likewise reimburse Fund/Plan for any out-of-pocket expenses and
disbursements reasonably incurred by Fund/Plan to such date.
(d) In the event that in connection with termination of this Agreement a
successor to any of Fund/Plan's duties or responsibilities under this Agreement
is designated by the Fund by written notice to Fund/Plan, Fund/Plan shall,
promptly upon such termination and at the expense of the Fund, transfer all
Shareholder records and shall cooperate in the transfer of such duties and
responsibilities.
Section 27. The Fund shall file with Fund/Plan a certified copy of each
resolution of its Board of Directors authorizing the execution of Written
Instructions or the transmittal of Oral Instructions, as provided in Section 1
of this Agreement.
Section 28. This Agreement may be amended from time to time by a
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supplemental agreement executed by the Fund and Fund/Plan.
Section 29. Except as otherwise provided in this Agreement, any notice
or other communication required by or permitted to be given in connection with
this Agreement shall be in writing, and shall be delivered in person or sent by
first class mail, postage prepaid, to the respective parties as follows:
If to the Fund: If to Fund/Plan:
Meridian Value Fund, a separate series
shares of Meridian Fund, Inc.
Wood Island, Suite 306 Fund/Plan Services, Inc.
00 Xxxx Xxx Xxxxxxx Xxxxx Xxxx. 0 Xxxx Xxx Xxxxxx
Xxxxxxxx, XX 00000 Xxxxxxxxxxxx, XX 00000
Attention: Xxxxxxx X. Xxxxx, Xx., Attention: Xxxxxxx X. Xxxxx,
Chairman & President President
Section 30. The Fund represents and warrants to Fund/Plan that the
execution and delivery of this Agreement by the undersigned officers of the Fund
has been duly and validly authorized by resolution of the Board of Directors of
the Fund.
Section 31. This Agreement may be executed in two or more counterparts,
each of which when so executed shall be deemed to be an original, but such
counterparts shall together constitute but one and the same instrument.
Section 32. This Agreement shall extend to and shall be binding upon the
Parties and their respective successors and assigns; provided, however, that
this Agreement shall not be assignable by the Fund without the written consent
of Fund/Plan or by Fund/Plan without the written consent of the Fund, authorized
or approved by a resolution of their respective Boards of Directors.
Section 33. This Agreement shall be governed by the laws of the
Commonwealth of Pennsylvania.
Section 34. No provision of this Agreement may be amended or modified,
in any manner except in writing, properly authorized and executed by Fund/Plan
and the Fund.
Section 35. If any part, term or provision of this Agreement is held by
any court to be illegal, in conflict with any law or otherwise invalid, the
remaining portion or portions shall be considered severable and not be affected,
and the rights and obligations of the parties shall be construed and enforced as
if the Agreement did not contain the particular part, term or provision held to
be illegal or invalid provided that the basic Agreement is not thereby
substantially impaired.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement
consisting in its entirety, of twelve type written pages, together with
Schedules "A" and "B," to be signed by their duly authorized officers, as of the
day and year first above written.
Meridian Fund, Inc. Fund/Plan Services, Inc.
By: Xxxxxxx X. Xxxxx, Xx. By: Xxxxxxx X. Xxxxx
Chairman and President President
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Schedule "A"
The following is a list of Transfer Agency Services to be provided:
- Opening new accounts and entering demographic data into shareholder base.
- Real-time Customer Information File (CIF) to link accounts within the Fund and
across Funds. Facilitates account maintenance, lead tracking, quality control,
household mailings and combined statements.
- 100% Quality Control of new accounts opened on a same-day basis, checked by a
separate staff.
- Account Maintenance with quality control.
- Processing all investments to include:
- initial investments
- subsequent investments
- pre-authorized investments through ACH
- Processing tax ID certifications and NRA processing and handling back-up
withholding.
- Processing regular and legal transfers of accounts.
- Exchange processing via automated exchange system. Calls will be
automatically recorded.
- Responding to shareholder calls and written inquires. Calls are recorded.
- Generating account statements and combined statements with copies to
appropriate interested parties.
- Combined statements are available.*
- Redemption processing to include:
- complete and partial redemptions
- selected group redemptions
- Issuing and canceling of certificates.
- Replacement of certificates through surety bonds.
- Processing dividends.
- Maintain Blue Sky reporting and produce daily and monthly reports. Daily
reports reflect a "warning system" that informs the Fund when it is within a
certain percentage of shares registered in a state, or within a certain time
period for permit renewal.
Schedule "A"; Page 1
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- Producing daily, monthly or periodic reports of shareholder activity.
- Producing shareholder lists, labels, ad hoc reports to management, etc.*
- Addressing, mailing, and tabulation of annual proxy cards, as necessary.
- Preparation of federal tax information forms to include 1099-DIV's,
1099-B's, 1042's, etc. to shareholders with tape to IRS.
- Microfilming and indexing in PC system of all application, correspondence and
other pertinent older documents to provide automated location of these records.
Also, all checks presented for payment are microfilmed.
- System access by PC through dedicated line. Conduct training and provide
user manuals.
- Daily off site back-up of data with access to Sunguard's disaster recovery
systems and multiple off-site processing areas.
- Fund/Plan agrees that it will promptly make available to the Fund all system
upgrades, service and product extensions and favorable pricing revisions for
such products and services to the same extent as such are made available or
provided to other registered investment company customers of Fund/Plan.
Fund/Plan shall promptly inform the Fund as to the availability of such products
and services on a timely basis.
* Additional fees shall apply.
Schedule 'A'; Page 2
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Schedule "B"
FEE SCHEDULE FOR
MERIDIAN VALUE FUND
a separate series of shares of Meridian Fund, Inc.
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(All fees are quoted for a term of two (2) years from effective date.)
SHAREHOLDER SERVICES AND TRANSFER AGENT
I. The following is our schedule for Shareholder Services and Transfer
Agent Services:
$12.00 per Account per Year
Minimum Yearly Fee of $24,000
II. Retirement Plan Fees:
$12.00 per Account - Annual Maintenance Fee
OUT-OF-POCKET-EXPENSES
The Fund will reimburse Fund/Plan Services monthly for all out-of-pocket
expenses, including telephone, postage, telecommunications, special reports,
record retention, special transportation costs as incurred. The cost of copying
and sending materials to auditors for off-site audits will be an additional
expense.
ADDITIONAL SERVICES
Activities of a non-recurring nature such as fund consolidations, mergers, or
reorganizations will be subject to negotiation. To the extent the Funds should
decide to issue multiple/separate classes of shares, additional fees will apply.
Any services or reports will be quoted upon request.
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AMENDMENT TO
SHAREHOLDER SERVICES AGREEMENT
This Amendment dated as of February 28, 1999, is entered into by MERIDIAN
FUND, INC. (the "Company") and FIRST DATA INVESTOR SERVICES GROUP, INC.
("Investor Services Group"), the successor in interest to FPS SERVICES,
INC. ("FPS").
WHEREAS, the Company and FPS entered into a Shareholder Services
Agreement dated as of February 5, 1994, which agreement was assigned to Investor
Services Group effective February 23, 1998 (as amended and supplemented, the
"Agreement");
WHEREAS, the Company and Investor Services Group wish to amend the
Agreement to extend the term of the Agreement and revise certain schedules to
the Agreement;
NOW, THEREFORE, the parties hereto, intending to be legally bound
hereby, hereby agree as follows:
I. The Agreement shall continue in effect for an initial period ending
February 28, 2000 (the "Initial Term"). Upon the expiration of the Initial Term,
the Agreement shall automatically renew for successive terms of one year
("Renewal Terms") each, unless the Company or Investor Services Group provides
written notice to the other of its intent not to renew. Such notice must be
received not less than ninety (90) days nor more than one-hundred eighty (180)
days prior to the expiration of the Initial Term or the then-current Renewal
Term.
II. Schedule "A" to the Agreement is revised to include the following:
Cash Management Services. Funds received by Investor Services Group in
the course of performing its services hereunder will be held in bank accounts
and/or money market fund accounts. With respect to funds maintained in money
market fund accounts, Investor Services Group shall retain any interest
generated or earned. With respect to funds maintained in bank accounts, Investor
Services Group shall retain any excess balance credits or excess benefits earned
or generated by or associated with such bank accounts or made available by the
institution at which such bank accounts are maintained after such balance
credits or benefits are first applied towards banking service fees charged by
such institution in connection with banking services provided on behalf of the
Company.
Lost Shareholders. Investor Services Group shall perform such services
as are required in order to comply with Rules 17a-24 and 17Ad-17 of the '34 Act
(the "Lost Shareholder Rules"), including, but not limited to those set forth
below. Investor Services Group may, in its sole discretion, use the services of
a third party to perform the some or all such services.
- documentation of electronic search policies and procedures;
- execution of required searches; - creation and mailing of confirmation
letters;
- taking receipt of returned verification forms;
- providing confirmed address corrections in batch via electronic media;
- tracking results and maintaining data sufficient to comply with the
Lost Shareholder Rules; and
- preparation and submission of data required under the Lost Shareholder
Rules.
III. Any references to out-of-pocket expenses in Schedule "B" to the
Agreement shall be deleted and replaced with the attached Supplement to Schedule
"B".
IV. Except to the extent amended hereby, the Agreement shall remain
unchanged and in full force and effect and is hereby ratified and confirmed in
all respects as amended hereby.
IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the date
and year first written above.
MERIDIAN FUND, INC.
By:
Xxxx X. Xxxxxxxx
Treasurer
FIRST DATA INVESTOR SERVICES GROUP, INC.
BY:
Xxxxxxx X. Xxxxx
Senior Vice President
17
Supplement to
Schedule "B"
Lost Shareholder Search/Reporting $2.75 per account search*
*The per account search fee shall be waived until June 2000 so long as
the Fund retains Xxxxx Tracers, Inc. ("KTI") to provide the Fund with KTI's
"In-Depth Research Program" services.
Out-of-Pocket Expenses
The Company shall reimburse Investor Services Group monthly for applicable
out-of-pocket expenses, including, but not limited to the following items:
- Postage - direct pass through to the Fund
- Telephone and telecommunication costs, including all lease,
maintenance and line costs
- Shipping, Certified and Overnight mail and insurance
- Terminals, communication lines, printers and other equipment and any
expenses incurred in connection with such terminals and lines
- Duplicating services
- Courier services
- Overtime, as approved by the Company
- Temporary staff, as approved by the Company
- Travel and entertainment, as approved by the Company
- Record retention, retrieval and destruction costs, including, but not
limited to exit fees charged by third party record keeping vendors
- Third party audit reviews
- Insurance
- Pricing services (or other services used to determine Fund NAV)
- Vendor pricing comparison
- XXXXX filing fees
- Such other expenses as are agreed to by Investor Services Group and
the Company
The Company agrees that postage and mailing expenses will be paid on the
day of or prior to mailing as agreed with Investor Services Group. In addition,
the Company will promptly reimburse Investor Services Group for any other
unscheduled expenses incurred by Investor Services Group whenever the Company
and Investor Services Group mutually agree that such expenses are not otherwise
properly borne by Investor Services Group as part of its duties and obligations
under the Agreement.
18
Miscellaneous Charges
The Company shall be charged for the following products and services as
applicable:
- Ad hoc reports
- Ad hoc SQL time
- Manual Pricing
- Materials for Rule 15c-3 Presentations
- COLD Storage
- Digital Recording
- Microfiche/microfilm production
- Magnetic media tapes and freight
- Pre-Printed Stock, including business forms, certificates,
envelopes, checks and stationery
Fee Adjustments
After the one year anniversary of the effective date of this Amendment, Investor
Services Group may adjust the fees described in the above sections once per
calendar year, upon thirty (30) days prior written notice in an amount not to
exceed the cumulative percentage increase in the Consumer Price Index for All
Urban Consumers (CPI-U) U.S. City Average, All items (unadjusted) -
(1982-84=100), published by the U.S. Department of Labor since the last such
adjustment in the Client's monthly fees (or the Effective Date of the Amendment
absent a prior such adjustment).
