AMENDED AND RESTATED EXPENSE LIMITATION AND REIMBURSEMENT AGREEMENT

AMENDED AND RESTATED EXPENSE LIMITATION AND

REIMBURSEMENT AGREEMENT

This expense limitation agreement (the “Agreement”) effective as of the 28th day of October, 2015 is entered into between MERIDIAN FUND, INC., a Maryland corporation (the “Corporation”) and ARROWPOINT ASSET MANAGEMENT, LLC, a Colorado limited liability company, located in Denver, Colorado (the “Adviser”).

WHEREAS, the Corporation and the Adviser have entered into a management agreement dated as of September 5, 2013 with respect to the Meridian Equity Income Fund, Meridian Growth Fund and Meridian Contrarian Fund and a management agreement dated November 1, 2013 with respect to the Meridian Small Cap Growth Fund (the “Management Agreements”), pursuant to each of which the Corporation appointed the Adviser to act as investment adviser to the Corporation for the Meridian Equity Income Fund, Meridian Growth Fund, Meridian Contrarian Fund and Meridian Small Cap Growth Fund (the “Funds”).

WHEREAS, the Adviser desires to voluntarily waive a portion of the investment advisory and/or administration fees and/or reimburse other expenses for the period commencing on November 1, 2015 (the “Start Date”) through October 31, 2016 (the “End Date”), so that the ratio of expenses to average net assets of each class of each portfolio of the Corporation as reported in the Funds’ Financial Highlights do not exceed the amounts set forth in Schedule A hereto;

NOW THEREFORE, the parties hereto, intending to be legally bound, hereby agree to follows:

1. For the period commencing on the Start Date through the End Date, the Adviser agrees it will voluntarily waive a portion of the investment advisory and/or administration fees and/or reimburse other expenses for the period commencing on the Start Date through the End Date so that the ratio of expenses to average net assets of each class of each portfolio of the Corporation as reported in the Funds’ Financial Highlights do not exceed the amounts set forth in Schedule A.

2. The parties agree to continue such waivers for the applicable Funds at least through the End Date.

3. For a period not to exceed three (3) years from the date on which a waiver or reimbursement in excess of the expense limitation is made by the Adviser, the Funds will carry forward, and may repay the Adviser such amounts; provided the Funds are able to effect such reimbursement and maintain the expense limitation.

[Signature page follows]

MERIDIAN FUND, INC.
By:
		Name:		Xxxxx X. Xxxxxxx
		Title:		Principal Executive Officer and President
ARROWPOINT ASSET MANAGEMENT, LLC
By:
		Name:		Xxxx Xxxxx
		Title:		Chief Operating Officer

Schedule A

		Legacy Class				Investor Class				Institutional Class				Class A				Class C
Meridian Equity Income Fund			1.25	%			1.35	%			1.00	%			1.60	%			2.00	%
Meridian Growth Fund			N/A				1.30	%			0.90	%			1.55	%			2.25	%
Meridian Contrarian Fund			N/A				1.35	%			1.10	%			1.60	%			2.20	%
Meridian Small Cap Growth Fund			1.20	%			1.35	%			1.10	%			1.60	%			2.25	%