N-CSR

N-CSR 1 d763210dncsr.htm N-CSR N-CSR

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT

INVESTMENT COMPANIES


		Investment Company Act file number 811-04014



		Meridian Fund, Inc.^®
		(Exact name of registrant as specified in charter)



		100 Fillmore Street, Suite 325 Denver, CO 80206
		(Address of principal executive offices) (Zip code)

		David J. Corkins 100 Fillmore Street, Suite 325 Denver, CO 80206
		(Name and address of agent for service)

Registrant’s telephone number, including area code: 303-398-2929

Date of fiscal year end: June 30

Date of reporting period: June 30, 2014

Item 1.

Reports to Stockholders.

The Report to Shareholders is attached herewith.

Annual Report

June 30, 2014

Meridian Fund, Inc.

Meridian Growth Fund

Meridian Contrarian Fund

Meridian Equity Income Fund

Meridian Small Cap Growth Fund

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MERIDIAN SHAREHOLDER LETTER

Annual Report, 6/30/2014

Dear Shareholder,

During the year ending June 30, 2014, the S&P 500 and the Russell 2500 (small and medium sized companies) returned over 24.6% and 25.5%, respectively. Continued accommodative Fed policy, along with improvements in housing, employment and manufacturing were all supportive macro-economic factors that drove an overall increase in earnings and valuation for the indices.

The current low interest rate environment and the longer-term trends of globalization and technology-enhanced productivity form a powerful recipe for cash flow generation and capital markets activity. In addition to helping drive strong US equity market returns over the past few years, these market forces are contributing to positive capital flows into equities, increased corporate debt and equity issuance—and a healthy pick-up in merger and acquisition activity (M&A). M&A has traditionally been a barometer of overall CEO confidence, and, according to Bloomberg, the dollar value of global M&A during the first half of 2014 increased 89% over the same period a year ago, suggesting investors are not alone in their sanguine view of the future.

While optimism abounds for the market as a whole, it is worth a reminder that the stock market is not the economy. Underlying economic data may not be as robust as stock prices would suggest. First half 2014 US GDP growth is set to come in around 1% (2% annualized) and significant slack remains in the labor market. Reforms and deleveraging in Europe create the specter of deflation in the region and widespread geopolitical tensions remain at the top of the list of overall global risks.

At Arrowpoint and the Meridian Funds, we are not economic prognosticators, nor traders; our value-add is fundamental research first and foremost. We seek to combine attractive asymmetric risk/reward investments within a risk-managed equity portfolio. The intended outcome is to preserve capital in volatile market environments without sacrificing upside participation in up markets.

As our first year as Investment Adviser to the Meridian Fund family comes to a close, we are excited about enhancements that have been made to the client service side of the business. This includes the establishment of quarterly commentaries and a new website with substantially improved data and functionality. Please visit us at www.meridianfund.com or Arrowpoint Partners at www.ap-am.com for more information on our strategies.

On behalf of all the Meridian and Arrowpoint team members, thank you for your continued trust, confidence and investment in the Meridian Fund family.

Respectfully,

David Corkins

President

MERIDIAN FUND, INC.

Table of Contents



Shareholder Letter			1

Portfolio Performance and Composition			3

Fund Expenses			16

Performance and Expense Disclosures			18

Schedule of Investments			19

Statements of Assets and Liabilities			27

Statements of Operations			28

Statements of Changes in Net Assets			29

Financial Highlights			31

Notes to Financial Statements			38

Report of Independent Registered Public Accounting Firm			46

Information About the Directors and Officers			47

2014 Tax Notice to Shareholders			48


Meridian Funds		2		www.meridianfund.com

Meridian Growth Fund

Portfolio Performance and Composition (Unaudited)

Discussion of Fund Performance

On September 5, 2013, we began managing the Meridian Growth Fund. It is our distinct honor to take the helm of this venerable fund, which was founded by Richard Aster nearly 30 years ago. Through rigorous fundamental research, disciplined portfolio construction, and a focus on managing risk before reward, we hope to expand upon Meridian Growth Fund’s legacy. We will use the same process and philosophy that served us well managing another mutual fund for 7 years. Namely, our investment philosophy is centered on four key tenets:

Employ fundamental research to identify high-quality growth businesses with predictable and recurring revenues, high returns on invested capital, and attractive risk-reward profiles.

Build a durable portfolio that first and foremost protects capital in tough, turbulent markets and secondarily keeps up with the broader market in bull market environments.

Always think about risk before reward. Almost 30 years of combined experience in small- and mid-cap markets have taught us the importance of sidestepping the landmines and pitfalls that trip up many other investors.

Protect and grow your hard-earned savings. To this end, we believe strongly that it’s important that we eat our own cooking; we plan to allocate a significant percentage of our own net worth to Meridian Growth Fund.

In our opinion, this disciplined process combined with decades of experience, extensive resources, and a long-term investment horizon are the key ingredients required for consistent outperformance versus our peers and our benchmark. We look forward to many rewarding years stewarding your capital.

Performance Overview

The Meridian Growth Fund – Legacy Shares returned 17.31% during the twelve-month period ending June 30, 2014, underperforming its primary benchmark, the Russell 2500 Growth Index, which rose 26.26%. There were several factors that impacted performance during the period.

The first was the portfolio manager transition that occurred on September 6, 2013. Prior to our portfolio management responsibilities, the portfolio underperformed the index by 4.12%. As part of the transition, we repositioned some of the portfolio’s holdings to be consistent with our philosophy and process.

The relative underperformance during the second half of the fiscal year ending June 30, 2014 was driven by the low-quality characteristics, such as low returns on capital, low profit margins and often negative earnings per share, of the stocks that performed best early in 2014. This underperformance was partially offset by the strong relative performance (seen in the low downside capture rates) during the market sell-off from March to April 2014.

The Meridian Growth Fund seeks to invest in high-quality (defined by overall profitability) and attractively valued stocks, which means the fund may underperform in periods such as the first quarter of this year.

The second period of meaningful relative performance differential was the sell-off from the index’s peak in the first week of March through the low in early April. During that time the fund captured just 70% of the market’s decline, with the Russell 2500 Growth falling 9.17% and the fund falling 6.46%. This experience is consistent with our goal of capturing less downside than the market in turbulent, volatile environments. By putting risk and downside protection at the forefront of our process, we believe we will be better positioned to deliver strong long-term absolute and relative returns.

The top contributors to performance during the period were Trimble Navigation, Sensata Technologies, and Cadence Design Systems.

•

Trimble Navigation provides location-based solutions to its customers that enhance their productivity and profitability. The recovery in construction end markets and continued strong demand from the farm economy resulted in strong overall financial results for the company and a strong stock price. We trimmed the position as it began to exceed the upper end of the market cap range that we invest in.

•

Sensata Technologies develops, manufactures and sells sensors and controls. We are attracted to the company’s large growth opportunity, which is driven by increased sensor penetration in industries such as automobiles and general industrial opportunities. We find Sensata’s business model to be attractive given the stability of its revenues, strong operating leverage and excellent management team. During the period, the company benefited from a rebound in European automobile sales and deployed capital in several small accretive acquisitions. We have been trimming the position modestly as the stock approaches our price target.


Meridian Funds		3		www.meridianfund.com

Meridian Growth Fund

Portfolio Performance and Composition (Unaudited) (continued)

•

Cadence Design Systems provides software technology, design and consulting services and technology. Its primary product is electronic design automation software for the semiconductor industry. The stock rose as the company and industry transition began to show in its operating results. Specifically, industry consolidation has resulted in an improvement in pricing power, Cadence has successfully transitioned to a recurring revenue model, and we expect it to begin deploying its capital via stock repurchases. We trimmed the position modestly during the quarter.

The top three detractors to performance during the period were VistaPrint, Sally Beauty Holdings and CHC Group.

•

VistaPrint declined during the period due to a business model transition that has weighed negatively on short-term financial performance. We continue to believe that after the transition the company will have lower customer churn, higher customer duration, higher average selling prices and higher reorder rates. All of these combined should drive high operating leverage and substantial earnings growth. We have been adding to the position on weakness.

•

Sally Beauty Holdings distributes and retails beauty products. During the period the stock declined due to the impact of weather and some overall weakness in consumer spending. We have been adding to the position as we believe the company is well positioned to grow domestically, expand internationally and continue buying back stock, which should drive strong earnings growth for the long term.

•

CHC Group is a service provider to the offshore oil and gas industry. The stock declined during the period as the company’s growth trajectory did not exceed investor expectations. We added to the position during the period as we remain confident it will achieve our long-term growth and cash flow targets. The overall industry continues to show strong growth, and the company’s own business is improving as it restructures contracts at higher prices with longer terms.

We remain committed to employing fundamental research to identify high-quality growth businesses with predictable and recurring revenues, high returns on invested capital and attractive risk-reward profiles. We seek to build a durable, all-weather portfolio that protects capital in tough, turbulent markets and keeps up with the broader market in bull market environments.

Thank you for your investment in Meridian Growth Fund and for your confidence in us.

Chad Meade and Brian Schaub

Total Return Based on a $10,000 investment for the Period Ended June 30, 2014

This graph shows the change in value of a hypothetical investment of $10,000 in Legacy Class Shares of the Fund for the period indicated. For comparison, the same investment is shown in the indicated index.

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*	Effective November 1, 2013, the Russell 2500^® Growth Index has replaced the S&P 500^® Index as a more appropriate benchmark for the Fund. The Russell 2000^® Index continues to be a benchmark for the Fund.

Past performance is not predictive of future performance. The graph and table do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares and do not reflect the imposition of a 2% redemption fee on shares held 60 days or less to deter market timers. If reflected, the taxes and fees would reduce the performance quoted. Net asset value, investment return and principal value will fluctuate, so shares, when redeemed, may be worth more or less than their original cost.


Meridian Funds		4		www.meridianfund.com

Meridian Growth Fund

Portfolio Performance and Composition (Unaudited) (continued)

Average Annual Total Return as of 6.30.14


Share Class	Inception	1 Year		5 Year		10 Year		Since Inception
Legacy Class (MERDX)	8/1/84		17.31		18.98		9.23		12.79
Investor Class (MRIGX)	11/15/13		—		—		—		5.92
Advisor Class (MRAGX)	11/15/13		—		—		—		5.75
Russell 2000^® Index	8/1/84		23.64		20.21		8.70		10.51
Russell 2500^® Growth Index	8/1/84		26.26		21.65		9.94		N/A

See “Disclosures Regarding Fund Performance” on page 18 for important information regarding reported performance.

The statements and opinions expressed are those of the author and are as of the date of this report. All information is historical and not indicative of future results and subject to change. It should not be assumed that an investment in the securities mentioned will be profitable in the future. This information is not a recommendation to buy or sell.


Meridian Funds		5		www.meridianfund.com

Meridian Growth Fund

Portfolio Composition (Unaudited)


Top 10 Common Stock Holdings as of 6.30.14

Sensata Technologies Holding N.V. (Netherlands)		2.84%
Gartner, Inc.		2.67%
Cadence Design Systems, Inc.		2.56%
SS&C Technologies Holdings, Inc.		2.36%
Jones Lang Lasalle, Inc.		2.35%
Clean Harbors, Inc.		2.33%
HEICO Corp. Class A		2.32%
Wolverine World Wide, Inc.		2.31%
Cooper Cos., Inc. (The)		2.28%
VistaPrint, N.V. (Netherlands)		2.19%

Portfolio holdings are subject to change. Top ten holdings are reported as a percentage of total investments excluding cash or cash equivalents.

Sector Allocation as of 6.30.14

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Sector allocations are subject to change. Sector allocations are reported as a percentage of total investments excluding cash or cash equivalents.

For compliance purposes, the Fund’s industry classifications may refer to any one or more of the industry sub-classifications used by one or more widely recognized market indexes or ratings group indexes, and/or as defined by Fund management. This definition may not apply for purposes of this report, which may combine sub-classifications for reporting ease.


Meridian Funds		6		www.meridianfund.com

Meridian Contrarian Fund

Portfolio Performance and Composition (Unaudited)

Discussion of Fund Performance

The Meridian Contrarian Fund-Legacy Shares returned 23.31% during the twelve-month period ending June 30, 2014, which compares to the primary benchmark, the Russell 2500 Index, which returned 25.58%. The strategy’s secondary benchmark, the S&P 500 Index, returned 24.61%.

The Meridian Contrarian Fund’s investment strategy remains unchanged. We continue to seek out-of-favor companies that we believe, despite suffering temporary problems, have good long-term prospects for earnings growth supported by defensible positions in their industries, attractive return on capital and strong or improving balance sheets. Over the long term we believe this contrarian investing process can outperform the market.

Holdings in the financial sector were the largest contributor to the fund’s underperformance. The fund was underweight in the financial sector by 12.9%, which negatively impacted the portfolio. The information technology sector was our largest contributor to performance. The fund benefited from an 8.5% overweight as well as individual stock selection that outperformed the sector in the benchmark by an average of 2.8%. Industrials were another positive contributor, with both an overweight relative to the benchmark and strong individual stock performance. As it relates to stock selection, the portfolio was underweight in REITs, which were strong performers for the index overall, driven by the decline in interest rates in the first half of 2014. Utilities benefited from the same decline in interest rates and our under allocation was another detractor to the portfolio.

Our top three contributors to performance were Broadridge, EOG Resources, and Ubiquiti Networks.

•

Broadridge is a leading provider of investor communication and securities processing services. This has been a long-term investment for the Contrarian Fund. There has been limited change in the company’s stock price for a number of years due to softness in event-driven investor communications and continued investments in future growth that lowered current profitability. In 2013 these headwinds waned, leading to renewed earnings growth, multiple expansion, and strong stock performance.

•

Long-term holding EOG Resources is a large, diversified oil and gas exploration and production company. The stock fell out of favor when the company made poorly timed investments to expand natural gas production just prior to a precipitous drop in natural gas prices. We saw this as an opportunity because the company possessed both the management acumen and attractive resource base to efficiently pivot production away from natural gas to oil. EOG continues to execute this strategy with better than expected oil production and higher oil prices driving strong stock performance during the fiscal year. We maintain our position in the stock.

•

Ubiquiti Networks designs and manufactures wireless broadband infrastructure equipment and other communications. Ubiquiti initially came to our attention in early 2013 after suffering declines in earnings. While being optimistic about overall market demand, our research led us to conclude that the problems facing the company were temporary and we invested in the stock. Management executed on the turnaround, which drove both revenue and earnings growth. As a result the stock has more than doubled from our initial purchase price.

The top three detractors from performance were Aeropostale, Haemonetics and Compass Minerals.

•

Aeropostale operates a chain of apparel stores aimed at young teenagers. The company had successfully operated a fast fashion model for many years that drove strong growth and returns on capital. The company suffered declining earnings in 2012 as its customers shifted their fashion preferences and struggling competitors cut prices. We believed that Aeropostale would benefit as improving inventory positions at competitors eased price competition and as the addition of a new head of design improved the company’s fashion offerings. This did not materialize, however, and the company has continued to struggle. We sold the position at a loss in August 2013.

•

Haemonetics is the leader in blood separation and blood management products for collection centers and hospitals. The company hit our screen after two minor product recalls negatively impacted earnings. We believed the impact would prove short-lived, and that earnings growth would reaccelerate with the introduction of a new blood collection system. However, the company ended up losing a large contract, which was not in harmony with our thesis, and we sold the stock.


Meridian Funds		7		www.meridianfund.com

Meridian Contrarian Fund

Portfolio Performance and Composition (Unaudited) (continued)

•

Compass Minerals is a leading producer of rock salt and specialty potash fertilizer. Its unique collection of resource assets has helped the company generate historically high returns on capital. We invested in Compass as we believed that earnings were due to turn after four years of weak road salt demand driven by mild Northeast winters and production problems at its potash mines. During 2013 the potash industry was rocked by the potential collapse of a European cartel, which led to falling potash prices. Facing significant uncertainty for the future of the potash market, we sold the stock.

We continue to remain focused on individual stock selection and portfolio construction that identifies quality companies that we believe are experiencing temporary disruptions to their businesses. These disruptions enable us to buy the businesses at attractive prices and provide the portfolio with what we believe is an attractive risk-reward profile for our shareholders.

Thank you for your continued investment in the Meridian Contrarian Fund.

Jamie England, Larry Cordisco and Jim O’Connor

Total Return Based on a $10,000 investment for the Period Ended June 30, 2014

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Average Annual Total Return as of 6.30.14


Share Class	Inception	1 Year		5 Year		10 Year		Since Inception
Legacy Class (MVALX)	2/10/94		23.31		17.94		8.30		13.54
Investor Class (MFCIX)	11/15/13		—		—		—		7.08
Advisor Class (MFCAX)	11/15/13		—		—		—		6.91
Russell 2500^® Index	2/10/94		25.58		21.63		9.78		10.75
S&P 500^® Index	2/10/94		24.61		18.83		7.78		9.21

See “Disclosures Regarding Fund Performance” on page 18 for important information regarding reported performance.

The statements and opinions expressed are those of the author and are as of the date of this report. All information is

historical and not indicative of future results and subject to change. It should not be assumed that an investment in the securities mentioned will be profitable in the future. This information is not a recommendation to buy or sell.


Meridian Funds		8		www.meridianfund.com

Meridian Contrarian Fund

Portfolio Composition (Unaudited)


Top 10 Common Stock Holdings as of 6.30.14

Verint Systems, Inc.		2.87%
Apple, Inc.		2.64%
Hawaiian Electric Industries, Inc.		2.61%
Gildan Activewear, Inc. (Canada)		2.45%
Norfolk Southern Corp.		2.40%
Lazard Ltd.		2.37%
Alexander & Baldwin, Inc.		2.35%
Yum! Brands, Inc.		2.34%
Genesee & Wyoming, Inc. Class A		2.29%
Humana, Inc.		2.18%

Portfolio holdings are subject to change. Top ten holdings are reported as a percentage of total investments excluding cash or cash equivalents.

Sector Allocation as of 6.30.14

LOGO

Sector allocations are subject to change. Sector allocations are reported as a percentage of total investments excluding cash or cash equivalents.


Meridian Funds		9		www.meridianfund.com

Meridian Equity Income Fund

Portfolio Performance and Composition (Unaudited)

Discussion of Fund Performance

The Meridian Equity Income Fund – Legacy Shares returned 20.04% during the twelve-month period ending June 30, 2014, which compares to the benchmark, the S&P 500 Index, which returned 24.61%.

The largest contributor to the fund’s underperformance was the financial sector. The fund was underweight in the sector, including an underweight in REITs, which were strong performers for the index overall, driven by the decline in interest rates in the first half of 2014. Utilities benefited from the same decline in interest rates and our under allocation was another detractor to the portfolio. The information technology sector was our largest contributor to performance. The fund benefited from an 8.50% overweight as well as individual stock selection that outperformed the sector in the benchmark by an average of 2.80%. Industrials were another positive contributor with both an overweight relative to the benchmark and strong individual stock performance.

The top three contributors to performance for the fiscal year were Lockheed Martin, Broadridge and Apple.

•

Lockheed Martin, a leading defense company, was a strong performer for the fund in 2013. The company fared well as earnings grew better than expected despite budget-related pressures on the defense industry. Lockheed is expected to have continued earnings growth, and its low payout ratio indicates a strong possibility of future dividend increases.

•

Broadridge is a leading provider of investor communication and securities processing services. Over half of the company’s revenues are recurring in nature with a renewal rate of over 95%. Broadridge has a strong balance sheet with net debt at less than 25% of total capital and a low payout ratio of 37%, as of June 30, 2014. The stock performed well during the fiscal year as previous investments in systems and customer acquisition led to accelerated earnings growth. The current yield of 2% is at the low end of our portfolio, but we continue to own the stock as we believe the company will continue to grow its dividend, which has tripled over the past five years.

•

Apple leads the consumer electronics industry with its family of iPhone, iPad and Mac products. The company benefits from the enduring value of the Apple ecosystem and appears likely to continue developing innovative products. With a sound earnings growth outlook, a comparatively low dividend payout ratio and sizable cash on its balance sheet, Apple is poised for further dividend increases after demonstrating an 11% compound annual dividend growth rate over the last two years. Apple’s outperformance in the second quarter of 2014 came from improved profit margins, China iPhone growth and a larger commitment to returning cash to shareholders. We maintain our position in the stock.

The top three detractors to fiscal year performance were Flower Foods, Campus Crest Communities and Meredith Corp.

•

Flower Foods, Inc., is a leading bakery company. Since the 2012 bankruptcy of competitor Hostess, Flower has benefited from market share gains and by acquiring Hostess assets at attractive prices. During the first quarter of 2014, however, Flower posted disappointing results as it encountered operational challenges in handling the additional volume from share gains and experienced difficulty integrating the acquired assets. Prior to these issues the yield had declined due to the company’s success, and given the current problems we decided the lower yield and high valuation did not compensate us for the diminished visibility into earnings and dividend growth. Accordingly, we sold the stock.

•

Campus Crest Communities is a REIT specializing in student housing in second-tier university markets. Our investment suffered as we underestimated the supply growth outlook for this sector and the resulting pressure on results and investor sentiment. We sold the stock at a loss in 2013.

•

Meredith Corp. is a media and marketing company with key assets in women’s magazines and local television stations. The stock underperformed in early 2014 due to weak quarterly results and guidance that was below expectations. The most recent results served as confirmation to concerns we had related to potential secular declines in the company’s businesses. With less conviction in Meredith’s ability to grow both earnings and dividends over the long term, we sold the stock.

We continue to remain focused on individual stock selection and portfolio construction that will preserve capital and generate above-market yield and dividend growth.

Thank you for your continued investment in the Meridian Equity Income Fund.

Jamie England, Larry Cordisco and Jim O’Connor


Meridian Funds		10		www.meridianfund.com

Meridian Equity Income Fund

Portfolio Performance and Composition (Unaudited) (continued)

Total Return Based on a $10,000 investment for the Period Ended June 30, 2014

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*	Inception date.

Average Annual Total Return as of 6.30.14


Share Class	Inception	1 Year		5 Year		Since Inception
Legacy Class (MEIFX)	1/31/05		20.04		18.69		7.50
Investor Class (MRIEX)	11/15/13		—		—		6.87
Advisor Class (MRAEX)	11/15/13		—		—		6.69
S&P 500^® Index	1/31/05		24.61		18.83		7.77

See “Disclosures Regarding Fund Performance” on page 18 for important information regarding reported performance.


Meridian Funds		11		www.meridianfund.com

Meridian Equity Income Fund

Portfolio Composition (Unaudited)


Top 10 Common Stock Holdings as of 6.30.14

Eaton Corp., Plc (Ireland)		2.51%
Occidental Petroleum Corp.		2.48%
Microchip Technology, Inc.		2.39%
Kimberly-Clark Corp.		2.37%
Leggett & Platt, Inc.		2.37%
Apple, Inc.		2.36%
Enbridge Energy Partners LP		2.34%
Broadridge Financial Solutions, Inc.		2.25%
Linear Technology Corp.		2.25%
Hasbro, Inc.		2.23%

Portfolio holdings are subject to change. Top ten holdings are reported as a percentage of total investments excluding cash or cash equivalents.

Sector Allocation as of 6.30.14

LOGO

Sector allocations are subject to change. Sector allocations are reported as a percentage of total investments excluding cash or cash equivalents.


Meridian Funds		12		www.meridianfund.com

Meridian Small Cap Growth Fund

Portfolio Performance and Composition (Unaudited)

Discussion of Fund Performance

We launched the Meridian Small Cap Growth Fund on December 16, 2013. We are excited to offer you an opportunity to invest in a fund that focuses on high-quality, small cap growth businesses with predictable and recurring revenues, high returns on capital and attractive risk-reward profiles.

The Meridian Small Cap Growth Fund – Legacy Shares have returned 16.50% since the fund’s inception, outperforming its primary benchmark, the Russell 2000 Growth Index, which rose 6.64%.

The top contributors to performance during the period were Revance Therapeutics, Inc., TriNet Group and Malibu Boats.

•

Revance Therapeutics, Inc., was a strong performer during the first half due to encouraging data surrounding its long-lasting botulinum toxin products in aesthetic and therapeutic dermatology. We continue to hold the stock as we believe the company’s products to be differentiated with the ability to take the majority of a large market over the long term.

•

TriNet Group is a professional employment organization providing human resource and consulting services. Recent changes to healthcare regulations are driving a strong demand environment for its services. We also like its focus on high-value, niche segments of the industry. We continue to hold the stock.

•

Malibu Boats designs, manufactures and markets sports boats. Malibu has several characteristics of highly successful past investments in similarly cyclical businesses such as Polaris Industries, which has been a successful, longtime holding of ours. We are attracted to Malibu’s low share of the market, but dominant position in the fastest-growing segment. We like its asset-light business model that generates strong margins, returns on capital and cash flow. Lastly, we think the industry is at its cyclical bottom with the overall market still fifty percent below its prior peak. We continue to hold the stock.

The top three detractors to performance during the period were VistaPrint, Wolverine World Wide and National Research Corporation.

•

VistaPrint declined during the quarter as the first calendar quarter represented what we believe will be one of the worst quarters for the company as it transitions away from low-duration to high-value, high-duration customers. We continue to believe that after the transition the company will have lower customer churn, higher customer duration, higher average selling prices and higher reorder rates. All of these combined should drive high operating leverage and substantial earnings growth. We have been adding to the position on weakness.

•

Wolverine World Wide manufactures and markets branded footwear in the U.S. and internationally. The stock declined during the quarter as investors continued to wait for a turnaround in one of its key brands, Sperry. We continue to be attracted to the company’s strong portfolio of brands, near-term turnaround opportunity at Sperry, long-term international growth potential and strong management team. We trimmed our position size during the quarter; however, we still maintain a large position in the stock.

•

National Research Corporation provides performance measurement, analysis and tracking services to the healthcare industry. The stock declined during the period as overall growth in the business came in below expectations. We believe this is a temporary issue and continue to be attracted to its high level of recurring revenue and new growth opportunities. We added to the position.

Thank you for your confidence in the Meridian Small Cap Growth Fund.

Chad Meade and Brian Schaub


Meridian Funds		13		www.meridianfund.com

Meridian Small Cap Growth Fund

Portfolio Performance and Composition (Unaudited) (continued)

Total Return Based on a $10,000 investment for the Period Ended June 30, 2014

This graph shows the change in value of a hypothetical investment of $10,000 in Legacy Class Shares of the Fund of the period indicated. For comparison, the same investment is shown in the indicated index.

LOGO

*	Inception date.

Average Annual Total Return as of 6.30.14


Share Class	Inception	6 Months	Since Inception
Legacy Class (MSGGX)	12/16/13	11.48		16.50
Investor Class (MISGX)	12/16/13	11.48		16.50
Advisor Class (MSGAX)	12/16/13	11.29		16.30
Russell 2000^® Growth Index	12/16/13	2.22		6.64

See “Disclosures Regarding Fund Performance” on page 18 for important information regarding reported performance.


Meridian Funds		14		www.meridianfund.com

Meridian Small Cap Growth Fund

Portfolio Composition (Unaudited)


Top 10 Common Stock Holdings as of 6.30.14

Cadence Design Systems, Inc.		2.21%
HEICO Corp. Class A		2.14%
Wolverine World Wide, Inc.		2.14%
Carter’s, Inc.		2.13%
Heritage-Crystal Clean, Inc.		2.03%
Clean Harbors, Inc.		2.02%
Corporate Executive Board Co. (The)		1.93%
Measurement Specialties, Inc.		1.92%
National CineMedia, Inc.		1.87%
VistaPrint, N.V. (Netherlands)		1.84%

Portfolio holdings are subject to change. Top ten holdings are reported as a percentage of total investments excluding cash or cash equivalents.

Sector Allocation as of 6.30.14

LOGO

Sector allocations are subject to change. Sector allocations are reported as a percentage of total investments excluding cash or cash equivalents.


Meridian Funds		15		www.meridianfund.com

Meridian Growth Fund

Fund Expenses

June 30, 2014 (Unaudited)

Expense Example


Actual	Annualized Expense Ratio			Beginning Account Value January 1, 2014		Ending Account Value June 30, 2014		Expenses Paid During the Period¹
Legacy Class (MERDX)		0.85	%	$	1,000.00	$	1,016.70	$	4.25
Investor Class (MRIGX)		1.30	%	$	1,000.00	$	1,014.80	$	6.49
Advisor Class (MRAGX)		1.55	%	$	1,000.00	$	1,013.40	$	7.74

Hypothetical²	Annualized Expense Ratio			Beginning Account Value January 1, 2014		Ending Account Value June 30, 2014		Expenses Paid During the Period¹
Legacy Class (MERDX)		0.85	%	$	1,000.00	$	1,020.58	$	4.26
Investor Class (MRIGX)		1.30	%	$	1,000.00	$	1,018.35	$	6.51
Advisor Class (MRAGX)		1.55	%	$	1,000.00	$	1,017.11	$	7.75

¹	Expenses are equal to the Fund’s annualized expense ratio multiplied by the average account value over the period, multiplied by 181 days, the number of days in the most recent fiscal half-year, then divided by 365.

²	Hypothetical 5% return before expenses.

The above “Annualized Expense Ratios” reflect waivers and/or reimbursements of expenses by the Fund’s Adviser. Such waivers and/or reimbursements may not be withdrawn earlier than one year after the date of the current prospectus. The “Financial Highlights” included within the Fund’s financial statements shows the gross expense ratios for each share class.

See “Disclosure Regarding Fund Expenses” on page 18 for further information on how the above examples were calculated.

Meridian Contrarian Fund

Fund Expenses

June 30, 2014 (Unaudited)

Expense Example


Actual	Annualized Expense Ratio			Beginning Account Value January 1, 2014		Ending Account Value June 30, 2014		Expenses Paid During the Period¹
Legacy Class (MVALX)		1.13	%	$	1,000.00	$	1,035.70	$	5.70
Investor Class (MFCIX)		1.35	%	$	1,000.00	$	1,034.60	$	6.81
Advisor Class (MFCAX)		1.60	%	$	1,000.00	$	1,033.00	$	8.07

Hypothetical²	Annualized Expense Ratio			Beginning Account Value January 1, 2014		Ending Account Value June 30, 2014		Expenses Paid During the Period¹
Legacy Class (MVALX)		1.13	%	$	1,000.00	$	1,019.19	$	5.66
Investor Class (MFCIX)		1.35	%	$	1,000.00	$	1,018.10	$	6.76
Advisor Class (MFCAX)		1.60	%	$	1,000.00	$	1,016.86	$	8.00

¹	Expenses are equal to the Fund’s annualized expense ratio multiplied by the average account value over the period, multiplied by 181 days, the number of days in the most recent fiscal half-year, then divided by 365.

²	Hypothetical 5% return before expenses.

See “Disclosure Regarding Fund Expenses” on page 18 for further information on how the above examples were calculated.


Meridian Funds		16		www.meridianfund.com

Meridian Equity Income Fund

Fund Expenses

June 30, 2014 (Unaudited)

Expense Example


Actual	Annualized Expense Ratio			Beginning Account Value January 1, 2014		Ending Account Value June 30, 2014		Expenses Paid During the Period¹
Legacy Class (MEIFX)		1.25	%	$	1,000.00	$	1,045.90	$	6.34
Investor Class (MRIEX)		1.35	%	$	1,000.00	$	1,045.80	$	6.85
Advisor Class (MRAEX)		1.60	%	$	1,000.00	$	1,044.40	$	8.11

Hypothetical²	Annualized Expense Ratio			Beginning Account Value January 1, 2014		Ending Account Value June 30, 2014		Expenses Paid During the Period¹
Legacy Class (MEIFX)		1.25	%	$	1,000.00	$	1,018.60	$	6.26
Investor Class (MRIEX)		1.35	%	$	1,000.00	$	1,018.10	$	6.76
Advisor Class (MRAEX)		1.60	%	$	1,000.00	$	1,016.86	$	8.00

¹	Expenses are equal to the Fund’s annualized expense ratio multiplied by the average account value over the period, multiplied by 181 days, the number of days in the most recent fiscal half-year, then divided by 365.

²	Hypothetical 5% return before expenses.

See “Disclosure Regarding Fund Expenses” on page 18 for further information on how the above examples were calculated.

Meridian Small Cap Growth Fund

Fund Expenses

June 30, 2014 (Unaudited)

Expense Example


Actual	Annualized Expense Ratio			Beginning Account Value January 1, 2014		Ending Account Value June 30, 2014		Expenses Paid During the Period¹
Legacy Class (MSGGX)		1.20	%	$	1,000.00	$	1,114.80	$	6.29
Investor Class (MISGX)		1.35	%	$	1,000.00	$	1,114.80	$	7.08
Advisor Class (MSGAX)		1.60	%	$	1,000.00	$	1,112.90	$	8.38

Hypothetical²	Annualized Expense Ratio			Beginning Account Value January 1, 2014		Ending Account Value June 30, 2014		Expenses Paid During the Period¹
Legacy Class (MSGGX)		1.20	%	$	1,000.00	$	1,018.84	$	6.01
Investor Class (MISGX)		1.35	%	$	1,000.00	$	1,018.10	$	6.76
Advisor Class (MSGAX)		1.60	%	$	1,000.00	$	1,016.86	$	8.00

¹	Expenses are equal to the Fund’s annualized expense ratio multiplied by the average account value over the period, multiplied by 181 days, the number of days in the most recent fiscal half-year, then divided by 365.

²	Hypothetical 5% return before expenses.

See “Disclosure Regarding Fund Expenses” on page 18 for further information on how the above examples were calculated.


Meridian Funds		17		www.meridianfund.com

Meridian Fund, Inc.

Performance and Expense Disclosures

June 30, 2014

Disclosures Regarding Fund Performance

Past performance is not predictive of future performance. Current performance may be lower or higher than the quoted past performance. Reported performance assumes reinvestment of Fund distributions. Reported performance does not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares, nor does it reflect the 2% redemption fee on shares sold within 60 days of original purchase date. If reflected, the taxes and fees would reduce the performance quoted. Net asset value, investment return and principal value will fluctuate, so shares, when redeemed, may be worth more or less than their original cost. You can obtain the most current month-end performance at www.meridianfund.com.

Performance for Funds in existence prior to 9.5.13 reflects performance under the management of Aster Investment Management Co. using similar investment strategies.

Legacy class shares are no longer offered to the public effective 3.1.14, except under certain limited circumstances.

Indices are typically unmanaged, and do not reflect deductions for fees or expenses. You cannot invest directly in an index.

Disclosures Regarding Fund Expenses

As a shareholder of the Fund, you incur certain costs which include: 1) transaction related costs, such as redemption fees for sales made within 60 days of original purchase; and 2) operating costs, such as investment advisory fees, administrative fees, service and distribution (12b-1) fees, and other Fund expenses.

Operating costs, which are deducted from a Fund’s gross income, directly reduce the investment return of the portfolio. The Fund Expense examples reported on the previous pages are intended to help you understand the ongoing costs (in dollars) of investing in your Fund and to compare these costs with those of other mutual funds.

The examples are based on an investment of $1,000 made at the beginning of the period shown and held for the entire period and assume reinvestment of all dividends and distributions.

The first section of the example describes actual expenses and account values for the 6 month period reported. To use this information to calculate the expenses you paid for your investment in the Fund, divide your account value by $1,000 then multiply the result by the number reported under “Expenses Paid During the Period”.

The second section of the example describes hypothetical expenses and account values using the Fund’s actual expense ratio and an assumed 5% return. These hypothetical expenses and returns should be used to compare the Fund’s expenses to other mutual funds’ reported hypothetical expenses and not to calculate your actual expenses paid during the period.

The expense examples do not reflect any transactional costs, such as the 2% redemption fee charged on sales made within 60 days of original purchase. Therefore, the information reported within these expense examples are meant to highlight on-going costs of owning Fund shares and will not reflect the total relative costs of owning different mutual funds. If these transactional costs were included, the reported expenses would have been higher.

Investors should consider the investment objective and policies, risk considerations, charges and ongoing expenses of an investment carefully before investing. The prospectus contains this and other information relevant to an investment in any of the Meridian Funds. To obtain a prospectus, please contact your investment representative or Destra Capital Investments LLC at 877.796.3434 or access our website at www.meridianfund.com.


Meridian Funds		18		www.meridianfund.com

Meridian Growth Fund

Schedule of Investments

June 30, 2014


	Shares		Value
Common Stocks - 92.5%
Consumer Discretionary - 18.9%
Distributors - 0.5%
LKQ Corp.*		368,262	$	9,828,913
Diversified Consumer Services - 0.5%
ServiceMaster Global Holdings, Inc.*		573,758		10,459,608
Hotels, Restaurants & Leisure - 1.2%
Dunkin’ Brands Group, Inc.		413,757		18,954,208
Popeyes Louisiana Kitchen, Inc.*		134,466		5,877,509

				24,831,717
Leisure Equipment & Products - 0.5%
Polaris Industries, Inc.		79,016		10,291,044
Media - 2.1%
Markit Ltd.		160,240		4,323,275
National CineMedia, Inc.		2,233,692		39,111,947

				43,435,222
Specialty Retail - 8.3%
DSW, Inc. Class A		848,664		23,711,672
Five Below, Inc.*		529,847		21,146,194
Hibbett Sports, Inc.*		383,928		20,797,380
Michaels Cos, Inc.*		240,102		4,093,739
Monro Muffler Brake, Inc.		365,632		19,447,966
PetSmart, Inc.		424,877		25,407,645
Sally Beauty Holdings, Inc.*		1,609,788		40,373,483
Ulta Salon Cosmetics & Fragrance, Inc.*		177,720		16,245,385

				171,223,464
Textiles, Apparel & Luxury Goods - 5.8%
Carter’s, Inc.		591,285		40,757,275
Tumi Holdings, Inc.*		1,654,726		33,309,634
Wolverine World Wide, Inc.		1,680,242		43,787,107

				117,854,016

Total Consumer Discretionary				387,923,984
Consumer Staples - 1.3%
Food & Staples Retailing - 1.3%
Susser Holdings Corp.*		341,478		27,564,104

Total Consumer Staples				27,564,104
Energy - 5.5%
Energy Equipment & Services - 5.0%
CHC Group Ltd.*		3,087,555		26,058,964
Core Laboratories N.V. (Netherlands)		47,324		7,905,947
Dresser-Rand Group, Inc.*		486,307		30,992,345
Dril-Quip, Inc.*		90,124		9,845,146
Rignet, Inc.*		501,211		26,975,176

				101,777,578


	Shares		Value
Oil, Gas & Consumable Fuels - 0.5%
World Fuel Services Corp.		200,913	$	9,890,947

Total Energy				111,668,525
Financials - 7.1%
Capital Markets - 3.0%
Financial Engines, Inc.		215,856		9,773,960
LPL Financial Holdings, Inc.		811,762		40,377,042
WisdomTree Investments, Inc.*		896,475		11,080,431

				61,231,433
Commercial Banks - 1.9%
Bank of the Ozarks, Inc.		498,960		16,690,212
East West Bancorp., Inc.		629,061		22,010,844

				38,701,056
Real Estate Management & Development - 2.2%
Jones Lang Lasalle, Inc.		351,227		44,391,580

Total Financials				144,324,069
Health Care - 13.8%
Biotechnology - 4.3%
Alnylam Pharmaceuticals, Inc.*		176,364		11,140,914
Clovis Oncology, Inc.*		242,086		10,024,781
Exact Sciences Corp.*		918,218		15,637,253
Medivation, Inc.*		145,842		11,241,501
Neurocrine Biosciences, Inc.*		742,192		11,014,129
NPS Pharmaceuticals, Inc.*		400,613		13,240,260
Synageva BioPharma Corp.*		146,831		15,387,889

				87,686,727
Health Care Providers & Services - 5.8%
Cooper Cos., Inc. (The)		318,603		43,180,265
DexCom, Inc.*		441,885		17,525,159
Endologix, Inc.*		1,627,355		24,752,070
Insulet Corp.*		367,364		14,573,330
Novadaq Technologies, Inc.*		519,490		8,561,195
Quidel Corp.*		464,858		10,278,010

				118,870,029
Health Care Technology - 2.0%
athenahealth, Inc.*		98,179		12,285,138
IMS Health Holdings, Inc.*		75,000		1,926,000
Medidata Solutions, Inc.*		359,047		15,370,802
Spectranetics Corp. (The)*		447,950		10,249,096

				39,831,036
Pharmaceuticals - 1.7%
Prestige Brands Holdings, Inc.*		752,389		25,498,463
Revance Therapeutics, Inc.*		309,077		10,508,618

				36,007,081

Total Health Care				282,394,873
Industrials - 24.5%
Aerospace & Defense - 2.1%
HEICO Corp. Class A		1,079,430		43,824,858

The accompanying notes are an integral part of the financial statements.


Meridian Funds		19		www.meridianfund.com

Meridian Growth Fund

Schedule of Investments (continued)

June 30, 2014


	Shares		Value
Air Freight & Logistics - 1.5%
Expeditors International of Washington, Inc.		460,482	$	20,334,885
Spirit Airlines, Inc.*		179,100		11,326,284

				31,661,169
Commercial Services & Supplies - 3.2%
Clean Harbors, Inc.*		686,055		44,079,034
Ritchie Bros. Auctioneers, Inc. (Canada)		856,575		21,114,574

				65,193,608
Electrical Equipment - 3.9%
Polypore International, Inc.*		534,446		25,509,108
Sensata Technologies Holding N.V. (Netherlands)*		1,148,575		53,730,338

				79,239,446
Machinery - 4.3%
Kennametal, Inc.		478,442		22,142,296
Proto Labs, Inc.*		157,599		12,910,510
Tennant Co.		394,710		30,124,267
Woodward, Inc.		455,240		22,843,943

				88,021,016
Marine - 1.1%
Kirby Corp.*		198,495		23,251,704
Professional Services - 3.2%
Advisory Board Co. (The)*		387,122		20,052,920
Corporate Executive Board Co. (The)		528,172		36,031,894
IHS, Inc. Class A*		76,429		10,369,122

				66,453,936
Road & Rail - 3.3%
J.B. Hunt Transport Services, Inc.		265,651		19,599,731
RoadRunner Transportation Systems, Inc.*		582,326		16,363,361
Saia, Inc.*		658,438		28,925,181

				64,888,273
Trading Companies & Distributors - 1.9%
MSC Industrial Direct Co. Class A		191,041		18,271,161
WESCO International, Inc.*		247,559		21,384,146

				39,655,307

Total Industrials				502,189,317
Information Technology - 20.1%
Electronic Equipment, Instruments - 1.4%
Measurement Specialties, Inc.*		326,208		28,076,723


	Shares		Value
Internet Software & Services - 3.8%
CoStar Group, Inc.*		63,523	$	10,047,433
Demandware, Inc.*		225,439		15,638,703
SPS Commerce, Inc.*		145,070		9,166,973
VistaPrint N.V. (Netherlands)*		1,024,678		41,458,472

				76,311,581
IT Services - 3.5%
Euronet Worldwide, Inc.*		443,387		21,388,989
Gartner, Inc.*		716,923		50,557,410

				71,946,399
Software - 10.5%
ANSYS, Inc.*		257,635		19,533,886
Blackbaud, Inc.		464,420		16,598,371
Cadence Design Systems, Inc.*		2,763,892		48,340,471
Qlik Technologies, Inc.*		342,188		7,740,293
RealPage, Inc.*		694,714		15,617,171
SolarWinds, Inc.*		1,051,550		40,652,923
Solera Holdings, Inc.		315,773		21,204,157
SS&C Technologies Holdings, Inc.*		1,011,788		44,741,265

				214,428,537
Technology Hardware, Storage & Peripherals - 0.9%
Stratasys Ltd.*		167,392		19,020,753

Total Information Technology				409,783,993
Materials - 1.3%
Chemicals - 1.3%
Valspar Corp. (The)		341,651		26,030,390

Total Materials				26,030,390
Total Investments - 92.5%
(Cost $1,667,631,898)				1,891,879,255

Cash And Other Assets, Less Liabilities - 7.5%				152,970,312


Net Assets - 100.0%			$	2,044,849,567

N.V.-Naamloze Vennootschap is the Dutch term for limited liability company

*	Non-income producing securities

The accompanying notes are an integral part of the financial statements.


Meridian Funds		20		www.meridianfund.com

Meridian Contrarian Fund

Schedule of Investments

June 30, 2014


	Shares		Value
Common Stocks - 92.2%
Consumer Discretionary - 14.9%
Diversified Consumer Services - 1.1%
Regis Corp.		326,000	$	4,590,080
ServiceMaster Global Holdings, Inc.*		215,588		3,930,169

				8,520,249
Hotels, Restaurants & Leisure - 4.3%
Del Frisco’s Restaurant Group, Inc.*		231,400		6,377,384
Denny’s Corp.*		1,533,600		9,999,072
Yum! Brands, Inc.		203,800		16,548,560

				32,925,016
Leisure Equipment & Products - 1.3%
Polaris Industries, Inc.		79,000		10,288,960
Specialty Retail - 3.0%
Children’s Place, Inc. (The)		75,000		3,722,250
Monro Muffler Brake, Inc.		153,100		8,143,389
Select Comfort Corp.*		534,500		11,042,770

				22,908,409
Textiles, Apparel & Luxury Goods - 5.2%
Gildan Activewear, Inc. (Canada)		294,000		17,310,720
PVH Corp.		73,000		8,511,800
Wolverine World Wide, Inc.		531,000		13,837,860

				39,660,380

Total Consumer Discretionary				114,303,014
Consumer Staples - 1.0%
Food Products - 1.0%
Chiquita Brands International, Inc.*		720,100		7,813,085

Total Consumer Staples				7,813,085
Energy - 6.7%
Energy Equipment & Services - 1.7%
CARBO Ceramics, Inc.		28,400		4,377,008
National Oilwell Varco, Inc.		109,400		9,009,090

				13,386,098
Oil, Gas & Consumable Fuels - 5.0%
EOG Resources, Inc.		130,600		15,261,916
Halcon Resources Corp.*		1,117,801		8,148,769
Occidental Petroleum Corp.		147,700		15,158,451

				38,569,136

Total Energy				51,955,234
Financials - 10.9%
Commercial Banks - 6.9%
Bank of Hawaii Corp.		196,000		11,503,240
BOK Financial Corp.		182,654		12,164,757
Hancock Holding Co.		347,500		12,273,700
Lazard Ltd.		324,400		16,726,064

				52,667,761


	Shares		Value
Insurance - 1.8%
Arthur J Gallagher & Co.		301,100	$	14,031,260
Real Estate Management & Development - 2.2%
Alexander & Baldwin, Inc.		401,200		16,629,740

Total Financials				83,328,761
Health Care - 8.2%
Health Care Equipment & Supplies - 2.9%
Accuray, Inc.*		844,600		7,432,480
CR Bard, Inc.		49,500		7,078,995
Neurocrine Biosciences, Inc.*		512,300		7,602,532

				22,114,007
Health Care Providers & Services - 3.0%
Endologix, Inc.*		493,447		7,505,329
Humana, Inc.		120,900		15,441,348

				22,946,677
Life Sciences Tools & Services - 1.4%
ICON, Plc*		221,500		10,434,865
Pharmaceuticals - 0.9%
Impax Laboratories, Inc.*		232,500		6,972,675

Total Health Care				62,468,224
Industrials - 21.9%
Air Freight & Logistics - 1.0%
Hub Group, Inc. Class A*		149,000		7,509,600
Building Products - 2.7%
Lennox International, Inc.		154,900		13,874,393
NCI Building Systems, Inc.*		334,300		6,495,449

				20,369,842
Commercial Services & Supplies - 5.5%
Clean Harbors, Inc.*		203,200		13,055,600
Copart, Inc.*		326,800		11,751,728
Ritchie Bros Auctioneers, Inc.		305,000		7,518,250
Steelcase, Inc. Class A		657,000		9,940,410

				42,265,988
Electrical Equipment - 2.5%
GrafTech International, Ltd.*		420,800		4,401,568
Regal-Beloit Corp.		189,900		14,918,544

				19,320,112
Industrial Conglomerates - 0.7%
Raven Industries, Inc.		155,000		5,136,700
Machinery - 3.7%
Lindsay Corp.		58,500		4,941,495
Stanley Black & Decker, Inc.		95,000		8,342,900
Xylem, Inc.		387,500		15,143,500

				28,427,895
Road & Rail - 4.3%
Genesee & Wyoming, Inc. Class A*		154,400		16,212,000
Norfolk Southern Corp.		164,700		16,969,041

				33,181,041

The accompanying notes are an integral part of the financial statements.


Meridian Funds		21		www.meridianfund.com

Meridian Contrarian Fund

Schedule of Investments (continued)

June 30, 2014


	Shares		Value
Trading Companies & Distributors - 1.5%
MSC Industrial Direct Co., Inc. Class A		123,600	$	11,821,104

Total Industrials				168,032,282
Information Technology - 22.0%
Communications Equipment - 1.5%
Sonus Networks, Inc.*		2,171,000		7,793,890
Ubiquiti Networks, Inc.*		83,000		3,750,770

				11,544,660
Electronic Equipment, Instruments - 2.7%
FLIR Systems, Inc.		273,051		9,483,061
National Instruments Corp.		344,398		11,155,051

				20,638,112
IT Services - 3.0%
Acxiom Corp.*		186,200		4,038,678
Broadridge Financial Solutions, Inc.		356,400		14,840,496
CACI International, Inc. Class A*		55,000		3,861,550

				22,740,724
Semiconductors - 5.7%
Linear Technology Corp.		306,200		14,412,834
Mellanox Technologies Ltd.*		132,000		4,601,520
NVIDIA Corp.		772,357		14,319,499
Power Integrations, Inc.		173,900		10,006,206

				43,340,059
Software - 6.7%
Barracuda Networks, Inc.*		124,700		3,868,194
Fortinet, Inc.*		387,000		9,725,310
Informatica Corp.*		371,600		13,247,540
Silver Spring Networks, Inc.*		293,000		3,905,690
Verint Systems, Inc.*		413,500		20,282,175

				51,028,909
Technology Hardware, Storage & Peripherals - 2.4%
Apple, Inc.		200,900		18,669,637

Total Information Technology				167,962,101
Materials - 3.7%
Chemicals - 1.9%
Scotts Miracle-Gro Co. (The) Class A		256,491		14,584,078
Containers & Packaging - 1.5%
Aptargroup, Inc.		173,400		11,619,534
Metals & Mining - 0.3%
Sesa Sterlite Ltd. ADR		125,000		2,420,000

Total Materials				28,623,612


	Shares		Value
Telecommunication Services - 0.5%
Diversified Telecommunications - 0.5%
Iridium Communications, Inc.*		467,000	$	3,950,820

Total Telecommunication Services				3,950,820
Utilities - 2.4%
Electric Utilities - 2.4%
Hawaiian Electric Industries, Inc.		729,375		18,467,775

Total Utilities				18,467,775
Total Investments - 92.2%
(Cost $549,083,718)				706,904,908

Cash and Other Assets, Less Liabilities - 7.8%				60,002,954


Net Assets - 100.0%			$	766,907,862

ADR-American Depositary Receipt

Plc-Public Limited Company

*	Non-income producing securities

The accompanying notes are an integral part of the financial statements.


Meridian Funds		22		www.meridianfund.com

Meridian Equity Income Fund

Schedule of Investments

June 30, 2014


	Shares		Value
Common Stocks - 98.1%
Consumer Discretionary - 14.2%
Distributors - 2.0%
Genuine Parts Co.		7,785	$	683,523
Hotels, Restaurants & Leisure - 5.8%
Einstein Noah Restaurant Group, Inc.		36,000		578,160
Extended Stay America, Inc.		28,500		660,060
McDonald’s Corp.		7,000		705,180

				1,943,400
Household Durables - 4.2%
Leggett & Platt, Inc.		22,825		782,441
Tupperware Brands Corp.		7,500		627,750

				1,410,191
Leisure Equipment & Products - 2.2%
Hasbro, Inc.		13,900		737,395

Total Consumer Discretionary				4,774,509
Consumer Staples - 6.4%
Food & Staples Retailing - 1.9%
SYSCO Corp.		17,200		644,140
Household Products - 2.3%
Kimberly-Clark Corp.		7,050		784,101
Tobacco - 2.2%
Reynolds American, Inc.		12,150		733,253

Total Consumer Staples				2,161,494
Energy - 8.6%
Oil, Gas & Consumable Fuels - 8.6%
Chevron Corp.		4,700		613,585
Enbridge Energy Partners LP		21,000		775,530
Occidental Petroleum Corp.		8,000		821,040
Spectra Energy Corp.		16,400		696,672

Total Energy				2,906,827
Financials - 13.7%
Capital Markets - 2.1%
BlackRock, Inc.		2,200		703,120
Commercial Banks - 5.9%
Bank of Hawaii Corp.		11,100		651,459
Hancock Holding Co.		18,700		660,484
Wells Fargo & Co.		13,100		688,536

				2,000,479
Insurance - 1.8%
Arthur J. Gallagher & Co.		13,200		615,120
Real Estate Investment Trusts - 3.9%
American Realty Capital Properties, Inc. REIT		58,032		727,141
Chatham Lodging Trust REIT		26,400		578,160

				1,305,301

Total Financials				4,624,020


	Shares		Value
Health Care - 7.6%
Health Care Equipment & Supplies - 1.8%
Baxter International, Inc.		8,600	$	621,780
Health Care Technology - 1.9%
Computer Programs & Systems, Inc.		10,300		655,080
Pharmaceuticals - 3.9%
Johnson & Johnson		6,485		678,460
Sanofi, ADR		11,800		627,406

				1,305,866

Total Health Care				2,582,726
Industrials - 12.4%
Aerospace & Defense - 1.9%
Lockheed Martin Corp.		4,000		642,920
Air Freight & Logistics - 2.1%
United Parcel Service, Inc. Class B		6,815		699,628
Commercial Services & Supplies - 1.8%
Steelcase, Inc. Class A		40,000		605,200
Electrical Equipment - 4.5%
Eaton Corp. Plc (Ireland)		10,740		828,913
Emerson Electric Co.		10,700		710,052

				1,538,965
Road & Rail - 2.1%
Norfolk Southern Corp.		6,800		700,604

Total Industrials				4,187,317
Information Technology - 17.0%
Communications Equipment - 2.1%
Cisco Systems, Inc.		28,000		695,800
IT Services - 4.2%
Broadridge Financial Solutions, Inc.		17,900		745,356
Paychex, Inc.		16,400		681,584

				1,426,940
Semiconductors - 4.6%
Linear Technology Corp.		15,800		743,706
Microchip Technology, Inc.		16,200		790,722

				1,534,428
Software - 3.8%
CA, Inc.		19,700		566,178
Microsoft Corp.		17,295		721,202

				1,287,380
Technology Hardware, Storage & Peripherals - 2.3%
Apple, Inc.		8,400		780,612

Total Information Technology				5,725,160
Materials - 10.0%
Chemicals - 7.9%
Agrium, Inc.		7,000		641,410
Air Products & Chemicals, Inc.		5,400		694,548
EI du Pont de Nemours & Co.		9,780		640,003

The accompanying notes are an integral part of the financial statements.


Meridian Funds		23		www.meridianfund.com

Meridian Equity Income Fund

Schedule of Investments (continued)

June 30, 2014


	Shares		Value
Scotts Miracle-Gro Co. (The) Class A		12,400	$	705,064

				2,681,025
Metals & Mining - 2.1%
Compass Minerals International, Inc.		7,300		698,902

Total Materials				3,379,927
Telecommunication Services - 2.0%
Diversified Telecommunication - 2.0%
Verizon Communications, Inc.		13,700		670,341

Total Telecommunication Services				670,341
Utilities - 6.2%
Electric Utilities - 2.1%
Hawaiian Electric Industries, Inc.		27,300		691,236
Gas Utilities - 2.0%
Questar Corp.		27,700		686,960
Water Utilities - 2.1%
American Water Works Co., Inc.		14,000		692,300

Total Utilities				2,070,496
Total Investments - 98.1%
(Cost $25,027,718)				33,082,817

Cash and Other Assets, Less Liabilities - 1.9%				624,483


Net Assets - 100.0%			$	33,707,300

ADR-American Depositary Receipt

Plc-Public Limited Company

REIT-Real Estate Investment Trust

The accompanying notes are an integral part of the financial statements.


Meridian Funds		24		www.meridianfund.com

Meridian Small Cap Growth Fund

Schedule of Investments

June 30, 2014


	Shares		Value
Common Stocks - 89.8%
Consumer Discretionary - 21.0%
Auto Components - 0.6%
Dorman Products, Inc.*		2,120	$	104,558
Diversified Consumer Services - 2.7%
2U, Inc.*		10,952		184,103
Grand Canyon Education, Inc.*		4,763		218,955
ServiceMaster Global Holdings, Inc.*		4,909		89,491

				492,549
Hotels, Restaurants & Leisure - 2.7%
Del Frisco’s Restaurant Group, Inc.*		3,733		102,881
Papa Murphy’s Holdings, Inc.*		14,103		135,107
Popeye’s Louisiana Kitchen, Inc.*		4,007		175,146
Texas Roadhouse, Inc.		3,099		80,574

				493,708
Household Durables - 1.3%
GoPro, Inc. Class A*		6,106		247,598
Internet & Catalog Retail - 0.7%
Coupons.com, Inc.*		4,826		126,972
Leisure Equipment & Products - 1.7%
Arctic Cat, Inc.		4,529		178,534
Malibu Boats, Inc., Class A*		6,722		135,112

				313,646
Media - 2.4%
National CineMedia, Inc.		17,725		310,365
Rentrak Corp.*		2,631		137,996

				448,361
Multiline Retail - 0.2%
Gordmans Stores, Inc.		6,851		29,459
Specialty Retail - 3.5%
Five Below, Inc.*		4,662		186,060
Hibbett Sports, Inc.*		3,227		174,807
Monro Muffler Brake, Inc.		1,581		84,093
Sportsman’s Warehouse Holdings, Inc.*		15,376		123,008
Winmark Corp.		1,238		86,202

				654,170
Textiles, Apparel & Luxury Goods - 5.2%
Carter’s, Inc.		5,136		354,024
Tumi Holdings, Inc.*		12,646		254,564
Wolverine World Wide, Inc.		13,661		356,006

				964,594

Total Consumer Discretionary				3,875,615
Consumer Staples - 0.8%
Food & Staples Retailing - 0.8%
Susser Holdings Corp.*		1,876		151,431

Total Consumer Staples				151,431
Energy - 4.2%
Energy Equipment & Services - 2.8%
CHC Group Ltd.*		15,763		133,040
Newpark Resources, Inc.*		7,307		91,045


	Shares		Value
RigNet, Inc.*		5,581	$	300,369

				524,454
Oil, Gas & Consumable Fuels - 1.4%
Evolution Petroleum Corp.		23,769		260,271

Total Energy				784,725
Financials - 2.6%
Capital Markets - 1.7%
Financial Engines, Inc.		1,917		86,802
Pennantpark Investment Corp.		11,730		134,426
WisdomTree Investments, Inc.*		8,157		100,821

				322,049
Commercial Banks - 0.9%
Bank of the Ozarks, Inc.		5,144		172,067

Total Financials				494,116
Health Care - 15.5%
Biotechnology - 4.1%
Alnylam Pharmaceuticals, Inc.*		1,300		82,121
Clovis Oncology, Inc.*		1,307		54,123
Exact Sciences Corp.*		8,196		139,578
Neurocrine Biosciences, Inc.*		5,173		76,767
NPS Pharmaceuticals, Inc.*		2,911		96,209
Repligen Corp.*		6,033		137,492
Synageva BioPharma Corp.*		940		98,512
Versartis, Inc.*		2,597		72,820

				757,622
Health Care Equipment & Supplies - 5.2%
DexCom, Inc.*		2,695		106,884
Endologix, Inc.*		14,467		220,043
Insulet Corp.*		2,147		85,171
Merit Medical Systems, Inc.*		12,297		185,685
Novadaq Technologies, Inc.*		8,490		139,915
Quidel Corp.*		4,318		95,471
Spectranetics Corp. (The)*		5,699		130,393

				963,562
Health Care Providers & Services - 1.1%
National Research Corp.*		14,851		207,765
Health Care Technology - 2.2%
Castlight Health, Inc., Class B*		2,752		41,830
Computer Programs & Systems, Inc.		1,416		90,058
Imprivata, Inc.*		11,169		182,948
Medidata Solutions, Inc.*		2,137		91,485

				406,321
Life Sciences Tools & Services - 0.5%
Fluidigm Corp.*		3,170		93,198
Pharmaceuticals - 2.4%
MediWound Ltd.*		8,000		91,040
Prestige Brands Holdings, Inc.*		7,541		255,564
Revance Therapeutics, Inc.*		2,749		93,466

				440,070

Total Health Care				2,868,538

The accompanying notes are an integral part of the financial statements.


Meridian Funds		25		www.meridianfund.com

Meridian Small Cap Growth Fund

Schedule of Investments (continued)

June 30, 2014


	Shares		Value
Industrials - 24.6%
Aerospace & Defense - 1.9%
HEICO Corp. Class A		8,771	$	356,103
Air Freight & Logistics - 0.7%
Park-Ohio Holdings Corp.		2,213		128,597
Commercial Services & Supplies - 5.8%
Clean Harbors, Inc.*		5,220		335,385
Heritage-Crystal Clean, Inc.*		17,208		337,793
Ritchie Bros Auctioneers, Inc.		7,075		174,399
SP Plus Corp.*		10,312		220,574

				1,068,151
Electrical Equipment - 1.4%
Polypore International, Inc.*		2,654		126,675
Power Solutions International, Inc.*		1,870		134,584

				261,259
Industrial Conglomerates - 0.7%
Raven Industries, Inc.		3,936		130,439
Machinery - 4.4%
Kennametal, Inc.		2,189		101,307
Luxfer Holdings, Plc		7,781		147,450
Proto Labs, Inc.*		1,822		149,258
voxeljet AG ADR*		5,496		115,086
Tennant Co.		3,859		294,519

				807,620
Professional Services - 4.4%
Advisory Board Co. (The)*		2,978		154,260
Corporate Executive Board Co. (The)		4,713		321,521
TriNet Group, Inc.*		9,093		218,869
TrueBlue, Inc.*		4,396		121,198

				815,848
Road & Rail - 3.6%
Heartland Express, Inc.		10,608		226,375
Roadrunner Transportation Systems, Inc.*		9,584		269,310
Saia, Inc.*		4,025		176,818

				672,503
Trading Companies & Distributors - 1.7%
Titan Machinery, Inc.*		11,081		182,393
WESCO International, Inc.*		1,458		125,943

				308,336

Total Industrials				4,548,856
Information Technology - 20.1%
Electronic Equipment, Instruments - 2.9%
DTS, Inc.*		4,384		80,709
Measurement Specialties, Inc.*		3,714		319,664


	Shares		Value
RealD, Inc.*		10,310	$	131,556

				531,929
Internet Software & Services - 7.5%
Amber Road, Inc.*		4,303		69,407
Angie’s List, Inc.*		7,519		89,777
Carbonite, Inc.*		15,105		180,807
ChannelAdvisor Corp.*		6,182		162,958
Dealertrack Technologies, Inc.*		1,293		58,625
LivePerson, Inc.*		13,909		141,176
Q2 Holdings, Inc.*		6,599		94,102
Reis, Inc.		4,076		85,922
SciQuest, Inc.*		2,690		47,586
SPS Commerce, Inc.*		2,418		152,793
VistaPrint N.V. (Netherlands)*		7,538		304,987

				1,388,140
IT Services - 1.9%
Cass Information Systems, Inc.		1,732		85,699
Euronet Worldwide, Inc.*		5,408		260,882

				346,581
Semiconductors - 0.4%
NVE Corp.*		1,445		80,328
Software - 7.4%
Advent Software, Inc.		5,280		171,970
Blackbaud, Inc.		2,270		81,130
Cadence Design Systems, Inc.*		20,976		366,870
Callidus Software, Inc.*		10,660		127,280
Exa Corp.*		9,496		106,925
RealPage, Inc.*		3,690		82,951
SolarWinds, Inc.*		6,735		260,375
SS&C Technologies Holdings, Inc.*		3,897		172,325

				1,369,826

Total Information Technology				3,716,804
Materials - 1.0%
Chemicals - 1.0%
Balchem Corp.		1,612		86,339
Landec Corp.*		7,375		92,114

Total Materials				178,453
Total Investments - 89.8%
(Cost $15,733,797)				16,618,538

Cash and Other Assets, Less Liabilities - 10.2%				1,878,910


Net Assets - 100.0%			$	18,497,448

ADR-American Depositary Receipt

N.V.-Naamloze Vennootschap is the Dutch term for limited liability company

Plc-Public Limited Company

*	Non-income producing securities

The accompanying notes are an integral part of the financial statements.


Meridian Funds		26		www.meridianfund.com

Meridian Fund, Inc.

Statements of Assets and Liabilities


June 30, 2014	Meridian Growth Fund		Meridian Contrarian Fund		Meridian Equity Income Fund			Meridian Small Cap Growth Fund
Assets
Investments, at value¹	$	1,891,879,255	$	706,904,908	$	33,082,817		$	16,618,538
Cash		158,495,917		56,818,116		619,502			2,076,594
Receivables and other assets:
Fund shares purchased		206,448		32,087		—			305,023
Investments sold		14,487,650		13,454,386		—			—
Dividends		143,574		423,360		63,511			5,425
Prepaid expenses		48,728		31,295		23,703			29,121

Total assets		2,065,261,572		777,664,152		33,789,533			19,034,701


Liabilities
Payables and other accrued expenses:
Fund shares sold		1,391,902		1,088,471		4,908			—
Investments purchased		17,445,973		8,870,755		—			455,443
Investment advisory fees		1,265,737		623,348		22,352			37,425
Service plan fees		5,968		238		74			1,545
Professional fees		111,158		73,636		48,368			35,333
Directors’ fees		18,671		6,890		302			136
Transfer agent fees		69,766		44,940		1,636			1,011
Other		102,830		48,012		4,593			6,360

Total liabilities		20,412,005		10,756,290		82,233			537,253

Net Assets	$	2,044,849,567	$	766,907,862	$	33,707,300		$	18,497,448

Net Assets Consist of
Paid in capital	$	1,669,349,407	$	512,728,386	$	25,632,721		$	16,540,663
Accumulated net realized gain (loss) on investments and foreign currency transactions		151,252,803		96,208,286		(462,333	)		1,072,044
Net unrealized appreciation on investments and foreign currency translations		224,247,357		157,821,190		8,055,099			884,741
Undistributed (distributions in excess of) net investment income		—		150,000		481,813			—

Net Assets	$	2,044,849,567	$	766,907,862	$	33,707,300		$	18,497,448


Net Asset Value
Legacy Class
Net assets	$	2,021,196,533	$	764,882,157	$	33,649,016		$	9,838,522
Shares outstanding²		53,387,953		16,802,901		2,305,672			844,538

Net asset value per share (offering and redemption price)	$	37.86	$	45.52	$	14.59		$	11.65

Investor Class
Net assets	$	18,749,167	$	1,564,093	$	45,402		$	2,135,120
Shares outstanding²		496,299		34,400		3,109			183,305

Net asset value per share (offering and redemption price)	$	37.78	$	45.47	$	14.60		$	11.65

Advisor Class
Net assets	$	4,903,867	$	461,612	$	12,882		$	6,523,806
Shares outstanding²		130,020		10,165		883			560,933

Net asset value per share (offering and redemption price)	$	37.72	$	45.41	$	14.58	³	$	11.63

¹ Investments, at cost	$	1,667,631,898	$	549,083,718	$	25,027,718		$	15,733,797
² 500,000,000 shares authorized, $0.01 par value
³ Calculated NAV may not equal actual NAV shown due to rounding of the net assets and shares.

The accompanying notes are an integral part of the financial statements.


Meridian Funds		27		www.meridianfund.com

Meridian Fund, Inc.

Statements of Operations


For the Year Ended June 30, 2014	Meridian Growth Fund			Meridian Contrarian Fund			Meridian Equity Income Fund			Meridian Small Cap Growth Fund¹
Investment Income
Dividends	$	12,547,403		$	8,712,606		$	957,981		$	41,136
Foreign taxes withheld		(126,382	)		(56,874	)		(9,359	)		(394	)

Total investment income		12,421,021			8,655,732			948,622			40,742


Expenses
Investment advisory fees		16,109,269			7,530,269			292,467			68,401
Custodian fees		202,392			76,915			6,551			10,354
Distribution and service plan fees:
Investor Class		14,431			185			57			262
Advisor Class		7,978			448			34			5,638
Directors’ fees and expenses		282,539			100,284			4,198			557
Pricing fees		207,940			86,940			24,257			12,574
Audit and tax fees		37,735			37,688			18,386			28,605
Legal fees		468,695			146,789			5,835			2,180
Registration and filing fees		61,141			45,012			71,789			38,113
Shareholder communications		247,315			132,303			3,773			3,400
Transfer agent fees		542,249			366,023			13,624			4,195
Miscellaneous expenses		104,997			40,159			8,169			5,414

Total expenses		18,286,681			8,563,015			449,140			179,693
Less waivers and/or reimbursements (Note 4)		(7,178	)		(16,794	)		(54,486	)		(89,308	)

Net expenses		18,279,503			8,546,221			394,654			90,385

Net investment income/(loss)		(5,858,482	)		109,511			553,968			(49,643	)


Realized and Unrealized Gain (Loss)
Net realized gain on investments and foreign currency transactions		556,304,765			157,634,506			2,242,362			1,120,438
Net change in unrealized appreciation (depreciation) on investments and foreign currency translations		(212,344,132	)		(1,572,341	)		2,899,378			884,741

Total realized and unrealized gain		343,960,633			156,062,165			5,141,740			2,005,179

Net Increase in Net Assets Resulting from Operations	$	338,102,151		$	156,171,676		$	5,695,708		$	1,955,536

¹	Represents the period December 16, 2013 (Inception) to June 30, 2014.

The accompanying notes are an integral part of the financial statements.


Meridian Funds		28		www.meridianfund.com

Meridian Fund, Inc.

Statements of Changes in Net Assets


	Meridian Growth Fund						Meridian Contrarian Fund
Changes in Net Assets From:	Year Ended June 30, 2014			Year Ended June 30, 2013			Year Ended June 30, 2014			Year Ended June 30, 2013
Operations
Net investment income/(loss)	$	(5,858,482	)	$	2,512,776		$	109,511		$	2,832,635
Net realized gain on investments and foreign currency transactions		556,304,765			363,025,066			157,634,506			101,659,072
Net change in unrealized appreciation (depreciation) on investments and foreign currency translations		(212,344,132	)		(55,210,405	)		(1,572,341	)		32,364,704

Net increase in net assets resulting from operations		338,102,151			310,327,437			156,171,676			136,856,411


Distributions to Shareholders From:
Net investment income:
Legacy Class		(1,246	)		(6,998,656	)		(3,275,946	)		(2,282,630	)
Investor Class		—			—			(41	)		—
Advisor Class		—			—			(51	)		—
Net realized gains:
Legacy Class		(598,507,009	)		(312,972,771	)		(2,568,833	)		—
Investor Class		—			—			—			—
Advisor Class		—			—			—			—

Decrease in net assets from distributions		(598,508,255	)		(319,971,427	)		(5,844,871	)		(2,282,630	)


Fund Share Transactions
Net increase (decrease) in net assets resulting from fund share transactions (Note 2)		192,310,546			(361,494,718	)		(87,941,564	)		(118,698,620	)

Total increase (decrease) in net assets		(68,095,558	)		(371,138,708	)		62,385,241			15,875,161


Net Assets
Beginning of year		2,112,945,125			2,484,083,833			704,522,621			688,647,460

End of year*	$	2,044,849,567		$	2,112,945,125		$	766,907,862		$	704,522,621


* Includes accumulated undistributed (distributions in excess of) net investment income	$	—		$	(1,074,678	)	$	150,000		$	2,833,352

The accompanying notes are an integral part of the financial statements.


Meridian Funds		29		www.meridianfund.com

Meridian Fund, Inc.

Statements of Changes in Net Assets


	Meridian Equity Income Fund						Meridian Small Cap Growth Fund
Changes in Net Assets From:	Year Ended June 30, 2014			Year Ended June 30, 2013			For the Period December 16, 2013 to June 30, 2014
Operations
Net investment income/(loss)	$	553,968		$	570,782		$	(49,643	)
Net realized gain on investments and foreign currency transactions		2,242,362			1,655,567			1,120,438
Net change in unrealized appreciation (depreciation) on investments and foreign currency translations		2,899,378			2,402,213			884,741

Net increase in net assets resulting from operations		5,695,708			4,628,562			1,955,536


Distributions to Shareholders From:
Net investment income:
Legacy Class		(500,908	)		(639,477	)		—
Investor Class		(148	)		—			—
Advisor Class		(145	)		—			—
Net realized gains:
Legacy Class		—			—			—
Investor Class		—			—			—
Advisor Class		—			—			—

Decrease in net assets from distributions		(501,201	)		(639,477	)		—


Fund Share Transactions
Net increase (decrease) in net assets resulting from fund share transactions (Note 2)		(184,365	)		(6,035,663	)		16,541,912

Total increase (decrease) in net assets		5,010,142			(2,046,578	)		18,497,448


Net Assets
Beginning of period		28,697,158			30,743,736			—

End of period*	$	33,707,300		$	28,697,158		$	18,497,448


* Includes accumulated undistributed (distributions in excess of) net investment income	$	481,813		$	449,323		$	—

The accompanying notes are an integral part of the financial statements.


Meridian Funds		30		www.meridianfund.com

Meridian Growth Fund

Financial Highlights


	For the Fiscal Year Ended June 30,
Legacy Class	2014			2013			2012			2011			2010
Per Share Operating Performance
Net asset value, beginning of period	$	44.31		$	45.06		$	47.61		$	33.94		$	27.89


Income (loss) from investment operations:
Net investment income (loss)¹		(0.11	)		0.05			0.10			0.08			0.08
Net realized and unrealized gain		6.89			6.23			0.69			13.67			6.11

Net increase from investment operations		6.78			6.28			0.79			13.75			6.19


Less distributions to shareholders:
Distributions from net investment income		(0.00	)²		(0.15	)		(0.07	)		(0.07	)		(0.12	)
Distributions from net realized capital gains		(13.23	)		(6.88	)		(3.27	)		(0.01	)		0.00
Distributions from paid in capital		0.00			0.00			0.00			0.00			(0.02	)

Total distributions to shareholders		(13.23	)		(7.03	)		(3.34	)		(0.08	)		(0.14	)

Net asset value, end of period	$	37.86		$	44.31		$	45.06		$	47.61		$	33.94

Total return		17.31%			15.54%			2.45%			40.51%			22.18%


Ratios to Average Net Assets
Ratio of net investment income (loss) to average net assets		(0.27%	)		0.11%			0.22%			0.18%			0.24%

Ratio of expenses to average net assets		0.86%			0.87%			0.85%			0.81%			0.84%

Supplemental Data
Net Assets, End of Period (000’s)	$	2,021,197		$	2,112,945		$	2,484,084		$	2,615,082		$	1,438,266

Portfolio Turnover Rate		96%			37%			25%			26%			37%

¹	Per share net investment income has been calculated using the average daily shares method.

²	Less than $0.005 per share.

The accompanying notes are an integral part of the financial statements.


Meridian Funds		31		www.meridianfund.com

Meridian Growth Fund

Financial Highlights


	For the Period Ended June 30, 2014
	Investor Class¹			Advisor Class¹
Per Share Operating Performance
Net asset value, beginning of period	$	35.67		$	35.67


Income (loss) from investment operations:
Net investment loss²		(0.16	)		(0.21	)
Net realized and unrealized gain		2.27			2.26

Net increase from investment operations		2.11			2.05


Less distributions to shareholders:
Distributions from net investment income		(0.00	)³		(0.00	)³

Total distributions to shareholders		(0.00	)³		(0.00	)³

Net asset value, end of period	$	37.78		$	37.72

Total return		5.92%	⁴		5.75%	⁴


Ratios to Average Net Assets
Ratio of net investment loss to average net assets after fees waived		(0.70%	)⁵		(0.93%	)⁵

Ratio of expenses to average net assets:
Before fees waived		1.30%	⁵		2.00%	⁵
After fees waived⁶		1.30%	⁵		1.55%	⁵

Supplemental Data
Net Assets, End of Period (000’s)	$	18,749		$	4,904

Portfolio Turnover Rate		96%	⁴		96%	⁴

¹	Commenced operations on November 15, 2013.

²	Per share net investment income has been calculated using the average daily shares method.

³	Less than $0.005 per share.

⁴	Not Annualized.

⁵	Annualized.

⁶	See Note 4 to Financial Statements.

The accompanying notes are an integral part of the financial statements.


Meridian Funds		32		www.meridianfund.com

Meridian Contrarian Fund

Financial Highlights


	For the Fiscal Year Ended June 30,
Legacy Class	2014			2013			2012			2011			2010
Per Share Operating Performance
Net asset value, beginning of period	$	37.20		$	30.60		$	29.59		$	22.80		$	20.53


Income (loss) from investment operations:
Net investment income¹		0.01			0.14			0.09			0.10			0.07
Net realized and unrealized gain		8.63			6.57			1.05	²		6.77			2.45

Net increase from investment operations		8.64			6.71			1.14			6.87			2.52


Less distributions to shareholders:
Distributions from net investment income		(0.18	)		(0.11	)		(0.13	)		(0.08	)		(0.25	)
Distributions from net realized capital gains		(0.14	)		0.00			0.00			0.00			0.00

Total distributions to shareholders		(0.32	)		(0.11	)		(0.13	)		(0.08	)		(0.25	)

Net asset value, end of period	$	45.52		$	37.20		$	30.60		$	29.59		$	22.80

Total return		23.31%			21.98%			3.89%	²		30.13%			12.20%


Ratios to Average Net Assets
Ratio of net investment income to average net assets		0.01%			0.41%			0.31%			0.37%			0.27%

Ratio of expenses to average net assets		1.13%			1.16%			1.14%			1.09%			1.09%

Supplemental Data
Net Assets, End of Period (000’s)	$	764,882		$	704,523		$	688,647		$	869,312		$	802,936

Portfolio Turnover Rate		67%			55%			20%			38%			45%

¹	Per share net investment income has been calculated using the average daily shares method.

²	Includes a gain resulting from litigation payments on securities owned in a prior year. Without these gains, the net realized gains on investments per share would have been $0.99, and the total return would have been 3.69%.

The accompanying notes are an integral part of the financial statements.


Meridian Funds		33		www.meridianfund.com

Meridian Contrarian Fund

Financial Highlights


	For the Period Ended June 30, 2014
	Investor Class¹			Advisor Class¹
Per Share Operating Performance
Net asset value, beginning of period	$	42.64		$	42.64


Income (loss) from investment operations:
Net investment loss²		(0.02	)		(0.08	)
Net realized and unrealized gain		3.03			3.02

Net increase from investment operations		3.01			2.94


Less distributions to shareholders:
Distributions from net investment income		(0.18	)		(0.17	)

Total distributions to shareholders		(0.18	)		(0.17	)

Net asset value, end of period	$	45.47		$	45.41

Total return		7.08%	³		6.91%	³


Ratios to Average Net Assets
Ratio of net investment loss to average net assets after fees waived		(0.09%	)⁴		(0.30%	)⁴

Ratio of expenses to average net assets:
Before fees waived		3.51%	⁴		7.46%	⁴
After fees waived⁵		1.35%	⁴		1.60%	⁴

Supplemental Data
Net Assets, End of Period (000’s)	$	1,564		$	462

Portfolio Turnover Rate		67%	³		67%	³

¹	Commenced operations on November 15, 2013.

²	Per share net investment income has been calculated using the average daily shares method.

³	Not Annualized.

⁴	Annualized.

⁵	See Note 4 to Financial Statements.

The accompanying notes are an integral part of the financial statements.


Meridian Funds		34		www.meridianfund.com

Meridian Equity Income Fund

Financial Highlights


	For the Fiscal Year Ended June 30,
Legacy Class	2014			2013			2012			2011			2010
Per Share Operating Performance
Net asset value, beginning of period	$	12.35		$	10.71		$	10.61		$	8.51		$	6.88


Income (loss) from investment operations:
Net investment income¹		0.24			0.24			0.22			0.20			0.19
Net realized and unrealized gain		2.22			1.68			0.09			2.11			1.63

Net increase from investment operations		2.46			1.92			0.31			2.31			1.82


Less distributions to shareholders:
Distributions from net investment income		(0.22	)		(0.28	)		(0.21	)		(0.21	)		(0.19	)

Total distributions to shareholders		(0.22	)		(0.28	)		(0.21	)		(0.21	)		(0.19	)

Net asset value, end of period	$	14.59		$	12.35		$	10.71		$	10.61		$	8.51

Total return		20.04%			18.28%			3.09%			27.30%			26.44%


Ratios to Average Net Assets
Ratio of net investment income to average net assets after fees waived		1.75%			2.08%			2.17%			2.04%			2.27%

Ratio of expenses to average net assets:
Before fees waived		1.37%			1.53%			1.41%			1.25%			1.30%
After fees waived³		1.25%			1.25%			1.25%			1.25%	²		1.25%

Supplemental Data
Net Assets, End of Period (000’s)	$	33,649		$	28,697		$	30,744		$	35,644		$	24,937

Portfolio Turnover Rate		35%			44%			31%			29%			63%

¹	Per share net investment income has been calculated using the average daily shares method.

²	Includes fees waived, which were less than 0.01%

³	See Note 4 to Financial Statements.

The accompanying notes are an integral part of the financial statements.


Meridian Funds		35		www.meridianfund.com

Meridian Equity Income Fund

Financial Highlights


	For the Period Ended June 30, 2014
	Investor Class¹			Advisor Class¹
Per Share Operating Performance
Net asset value, beginning of period	$	13.87		$	13.87


Income (loss) from investment operations:
Net investment income²		0.15			0.13
Net realized and unrealized gain		0.79			0.78

Net increase from investment operations		0.94			0.91


Less distributions to shareholders:
Distributions from net investment income .		(0.21	)		(0.20	)

Total distributions to shareholders		(0.21	)		(0.20	)

Net asset value, end of period	$	14.60		$	14.58

Total return		6.87%	³		6.69%	³


Ratios to Average Net Assets
Ratio of net investment income to average net assets after fees waived		1.72%	⁴		1.55%	⁴

Ratio of expenses to average net assets:
Before fees waived		39.23%	⁴		132.38%	⁴
After fees waived⁵		1.35%	⁴		1.60%	⁴

Supplemental Data
Net Assets, End of Period (000’s)	$	45		$	13

Portfolio Turnover Rate		35%	³		35%	³

¹	Commenced operations on November 15, 2013.

²	Per share net investment income has been calculated using the average daily shares method.

³	Not Annualized.

⁴	Annualized.

⁵	See Note 4 to Financial Statements.

The accompanying notes are an integral part of the financial statements.


Meridian Funds		36		www.meridianfund.com

Meridian Small Cap Growth Fund

Financial Highlights


	For the Period Ended June 30, 2014
	Legacy Class¹			Investor Class¹			Advisor Class¹
Per Share Operating Performance
Net asset value, beginning of period	$	10.00		$	10.00		$	10.00


Income (loss) from investment operations:
Net investment loss²		(0.04	)		(0.04	)		(0.06	)
Net realized and unrealized gain		1.69			1.69			1.69

Net increase from investment operations		1.65			1.65			1.63


Less distributions to shareholders:
Distributions from net investment income		0.00			0.00			0.00

Total distributions to shareholders		0.00			0.00			0.00

Net asset value, end of period	$	11.65		$	11.65		$	11.63

Total return		16.50%	³		16.50%	³		16.30%	³


Ratios to Average Net Assets
Ratio of net investment loss to average net assets after fees waived		(0.61%	)⁴		(0.70%	)⁴		(1.01%	)⁴

Ratio of expenses to average net assets:
Before fees waived .		2.35%	⁴		3.63%	⁴		2.99%	⁴
After fees waived⁵		1.20%	⁴		1.35%	⁴		1.60%	⁴

Supplemental Data
Net Assets, End of Period (000’s)	$	9,839		$	2,135		$	6,524

Portfolio Turnover Rate		78%	³		78%	³		78%	³

¹	Commenced operations on December 16, 2013.

²	Per share net investment income has been calculated using the average daily shares method.

³	Not Annualized.

⁴	Annualized.

⁵	See Note 4 to Financial Statements.

The accompanying notes are an integral part of the financial statements.


Meridian Funds		37		www.meridianfund.com

Meridian Fund, Inc.

Notes to Financial Statements

For the Year Ended June 30, 2014

Organization and Significant Accounting Policies: Meridian Fund, Inc. (the “Meridian Funds” or the “Company”) comprises the following separate series: the Meridian Growth Fund (the “Growth Fund”), the Meridian Contrarian Fund (the “Contrarian Fund”), the Meridian Equity Income Fund (the “Equity Income Fund”), and the Meridian Small Cap Growth Fund (the “Small Cap Growth Fund”), each a “Fund” and collectively, the “Funds”. The Company is registered as an open-end investment company under the Investment Company Act of 1940 and is organized as a Maryland Corporation. Each Fund is no load and diversified.

Effective November 15, 2013, the Growth Fund, Contrarian Fund, and Equity Income Fund offers three share classes: Legacy Class shares, Investor Class shares and Advisor Class shares. Effective March 1, 2014, Legacy Class shares are not offered to the public, except under certain limited circumstances. Effective March 1, 2014, Institutional Class shares were renamed Investor Class shares and are available to certain eligible investors. Advisor Class shares are available for purchase through financial intermediary platforms. All Classes are sold without a sales charge and have identical rights and privileges with respect to the Fund in general, and exclusive voting rights with respect to Class specific matters. Net Asset Value per share may differ by class due to each class having its own expenses directly attributable to that class. Investor Class and Advisor Class shares are subject to shareholder servicing and sub-transfer agent fees. Advisor Class and Retirement Class shares are also subject to certain expenses related to the distribution of these shares.

The Small Cap Growth Fund commenced operations on December 16, 2013 and offers the same share classes discussed above.

The primary investment objectives of the Growth Fund and Contrarian Fund are to seek long-term growth of capital.

The primary investment objective of the Equity Income Fund is to seek long-term growth of capital along with income as a component of total return.

The primary investment objective of the Small Cap Growth Fund is to seek long-term growth of capital by investing primarily in equity securities of small capitalization companies.

The following is a summary of significant accounting policies for all of the Funds:

Investment Valuations: The Funds calculate the net asset value of the Funds’ shares as of the close of business of the New York Stock Exchange (NYSE), which is usually 4:00 p.m. Eastern time, on each day the exchange is open for trading.

Equity securities are valued at the closing price or last sales price on the principal exchange or market on which they are traded; or, if there were no sales that day, at the last reported bid price.

Fixed income (debt) securities with original or remaining maturities in excess of 60 days are valued at the mean of their quoted bid and asked prices. Short-term debt securities with 60 days or less to maturity are valued at amortized cost which approximates fair market value.

Securities and other assets for which reliable market quotations are not readily available or for which a significant event has occurred since the time of the most recent market quotation, will be valued at their fair value as determined by Arrowpoint Asset Management, LLC (the “Adviser”) under the guidelines established by, and under the general supervision and responsibility of, the Funds’ Board of Directors (the “Board”).

Fair Value Measurements: As described in Note 1.a. above, the Funds utilize various methods to determine and measure the fair value of investment securities on a recurring basis. The objective of a fair value measurement is to determine the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (an exit price). Accordingly, the fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities (Level 1) and the lowest priority to securities valued using significant unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below:

Level 1 - quoted prices in active markets for identical securities;

Level 2 - other significant observable inputs (including quoted prices for similar or related securities in both active and inactive markets, interest rates, prepayment speeds, credit risk, etc.); and

Level 3 - significant unobservable inputs (including the Fund’s determinations as to the fair value of investments).


Meridian Funds		38		www.meridianfund.com

Meridian Fund, Inc.

Notes to Financial Statements (continued)

For the Year Ended June 30, 2014

The inputs or methodology used for valuing securities are not necessarily an indication of the risks associated with investing in those securities. The summary of inputs used to value the Funds’ securities as of June 30, 2014 is as follows:


Valuation Inputs	Growth Fund		Contrarian Fund		Equity Income Fund		Small Cap Growth Fund
Level 1 - Quoted Prices*	$	1,891,879,255	$	706,904,908	$	33,082,817	$	16,618,538
Level 2 - Other Significant Observable Inputs		—		—		—		—
Level 3 - Significant Unobservable Inputs		—		—		—		—

Total Market Value of Investments	$	1,891,879,255	$	706,904,908	$	33,082,817	$	16,618,538

Level 1 investments are comprised of common stock with industry classifications as defined on the Schedule of Investments.

During the fiscal year ended June 30, 2014 there were no reportable transfers between levels.

Investment Transactions and Investment Income: Security transactions are accounted for on the date the securities are purchased or sold (trade date). Realized gains and losses on security transactions are determined on the basis of specific identification for both financial statement and federal income tax purposes. Dividend income is recorded on the ex-dividend date. Interest income is accrued daily.

Allocation of Income, Expenses, Gains and Losses: Income, gains and losses are allocated on a daily basis to each share class based on the relative proportion of the net assets of the class to each Fund’s total net assets. Expenses are allocated on the basis of relative net assets of the class to the Fund, or if an expense is specific to a share class, to that specific share class. Expenses which cannot be directly attributed to the Funds are apportioned among all Funds in the Trust based on average net assets or the number of shareholder accounts of each Fund.

Use of Estimates: The preparation of financial statements in accordance with accounting principals generally accepted in the United States (“GAAP”) requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and revenue and expenses at the date of the financial statements. Actual amounts could differ from those estimates, and such differences could be significant.

Foreign Currency Translation: Securities denominated in foreign currencies are converted into U.S. dollars using the spot market rate of exchange at the time of valuation. Purchases and sales of such securities and related dividend and interest income are converted into U.S. dollars using the spot market rate of exchange prevailing on the respective dates of such translations. The Funds do not separately report the effect of changes in foreign exchange rates from changes in market prices on securities held. Such changes are included in net realized and unrealized gain or loss from investments as reported in the Statement of Operations.

Federal Income Taxes: It is the Funds’ policy to comply with the requirements of Subchapter M of the Internal Revenue Code of 1986, as amended, applicable to regulated investment companies and to distribute all of their taxable income to their shareholders; therefore, no federal income tax provision is required.

Distributions to Shareholders: The Funds record distributions to shareholders on the ex-dividend date. The amount of distributions from net investment income and net realized capital gains are determined in accordance with federal income tax regulations which may differ from GAAP. These “book/tax” differences are either considered temporary or permanent in nature. To the extent these differences are permanent in nature, such amounts are reclassified within the capital accounts based on their federal tax-basis treatment; temporary differences do not require reclassification.

Distributions which exceed net investment income and net realized capital gains are reported as distributions in excess of net investment income or distributions in excess of net realized capital gains for financial reporting purposes but not for tax purposes. To the extent they exceed net investment income and net realized capital gains for tax purposes, they are reported as distributions of paid-in-capital.

Guarantees and Indemnification: Under the Funds’ organizational documents, its Officers and Directors are indemnified against certain liability arising out of the performance of their duties to the Funds. Additionally, in the


Meridian Funds		39		www.meridianfund.com

Meridian Fund, Inc.

Notes to Financial Statements (continued)

For the Year Ended June 30, 2014

normal course of business, the Funds enter into contracts with service providers that contain general indemnification clauses. The Funds’ maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Funds that have not yet occurred. However, based on experience, the Funds expect the risk of loss to be remote.

2.	Capital Shares Transactions: Transactions in capital shares for were as follows:


	Year Ended June 30, 2014¹						Year Ended June 30, 2013
	Shares			Amount			Shares			Amount
Growth Fund:
Legacy Class
Shares sold		10,014,988		$	393,045,340			5,089,627		$	222,874,783
Shares issued from reinvestment of distributions		16,379,845			581,156,891			7,664,279			308,104,009
Redemption fees		—			57,692			—			78,376
Shares redeemed		(20,688,964	)		(804,765,033	)		(20,199,677	)		(892,551,886	)

Net increase/(decrease)		5,705,869		$	169,494,890			(7,445,771	)	$	(361,494,718	)
Investor Class
Shares sold		544,259		$	20,321,746			—		$	—
Redemption fees		—			3,821			—			—
Shares redeemed		(47,960	)		(2,225,053	)		—			—

Net increase		496,299		$	18,100,514			—		$	—
Advisor Class
Shares sold		146,597		$	5,320,397			—		$	—
Redemption fees		—			1,301			—			—
Shares redeemed		(16,577	)		(606,556	)		—			—

Net increase		130,020		$	4,715,142			—		$	—


Contrarian Fund:
Legacy Class
Shares sold		241,010		$	10,132,026			377,414		$	12,805,749
Shares issued from reinvestment of distributions		134,284			5,700,050			67,213			2,219,386
Redemption fees		—			10,129			—			2,031
Shares redeemed		(2,512,845	)		(105,721,357	)		(4,011,043	)		(133,725,786	)

Net decrease		(2,137,551	)	$	(89,879,152	)		(3,566,416	)	$	(118,698,620	)
Investor Class
Shares sold		34,399		$	1,500,479			—		$	—
Shares issued from reinvestment of distributions		1			54			—			—

Net increase		34,400		$	1,500,533			—		$	—
Advisor Class
Shares sold		10,182		$	438,766			—		$	—
Shares issued from reinvestment of distributions		1			39			—			—
Shares redeemed		(18	)		(1,750	)		—			—

Net increase		10,165		$	437,055			—		$	—


Meridian Funds		40		www.meridianfund.com

Meridian Fund, Inc.

Notes to Financial Statements (continued)

For the Year Ended June 30, 2014


	Year Ended June 30, 2014¹						Year Ended June 30, 2013
	Shares			Amount			Shares			Amount
Equity Income Fund:
Legacy Class
Shares sold		53,466		$	735,117			44,994		$	525,065
Shares issued from reinvestment of distributions		36,708			494,457			57,322			626,539
Redemption fees		—			542			—			—
Shares redeemed		(107,442	)		(1,469,985	)		(650,572	)		(7,187,267	)

Net decrease		(17,268	)	$	(239,869	)		(548,256	)	$	(6,035,663	)
Investor Class
Shares sold		3,098		$	43,105			—		$	—
Shares issued from reinvestment of distributions		11			148			—			—

Net increase		3,109		$	43,253			—		$	—
Advisor Class
Shares sold		885		$	12,285			—		$	—
Shares issued from reinvestment of distributions		11			145			—			—
Redemption fees		—			2			—			—
Shares redeemed		(13	)		(181	)		—			—

Net increase		883		$	12,251			—		$	—


Small Cap Growth Fund:
Legacy Class
Shares sold		844,877		$	8,575,976			—		$	—
Shares redeemed		(339	)		(3,739	)		—			—

Net increase		844,538		$	8,572,237			—		$	—
Investor Class
Shares sold		183,546		$	1,977,647			—		$	—
Shares redeemed		(241	)		(2,514	)		—			—

Net increase		183,305		$	1,975,133			—		$	—
Advisor Class
Shares sold		606,032		$	6,471,230			—		$	—
Redemption fees		—			588			—			—
Shares redeemed		(45,099	)		(477,276	)		—			—

Net increase		560,933		$	5,994,542			—		$	—

For the twelve month period ending June 30, 2014 for Legacy Class Shares of the Growth, Contrarian, and Equity Income Funds. For the period from November 15, 2013 for Institutional and Advisor Class shares for the Growth, Contrarian, and Equity Income Funds. For the period from December 16, 2013 for all Classes of Small Cap Growth Fund.


Meridian Funds		41		www.meridianfund.com

Meridian Fund, Inc.

Notes to Financial Statements (continued)

For the Year Ended June 30, 2014

3.	Investment Transactions: The cost of investments purchased and the proceeds from sales of investments, excluding short-term securities and U.S. government obligations, for the year ended June 30, 2014, were as follows:


	Purchases		Proceeds from Sales
Growth Fund	$	1,871,400,141	$	2,309,266,727
Contrarian Fund		437,258,636		553,849,734
Equity Income Fund		10,800,274		11,265,011
Small Cap Growth Fund		22,475,096		7,861,738

4.	Affiliate Transactions and Fees

Change in Adviser: Prior to September 5, 2013, the Funds, other than Meridian Small Cap Growth Fund, were managed by Aster Investment Management Co., Inc. (the “Previous Investment Adviser”). On May 15, 2013, the Previous Investment Adviser entered into an agreement to sell substantially all of its assets, including its rights with respect to the Investment Management Agreement and Service Agreement between and on behalf of the Funds, and transfer certain liabilities (the “Transaction”) to Arrowpoint AIM LLC, a wholly-owned subsidiary of the Arrowpoint Asset Management, LLC (the “Adviser”). The Transaction was subject to certain conditions to closing, including approval by the Board and by shareholders of the Funds; such approvals were obtained on June 11, 2013 and August 28, 2013 respectively. The Transaction closed on September 5, 2013, resulting in a new Investment Management Agreement and Service Agreement between the Funds and the Adviser (the “Management Agreement”). Please see the Board Consideration of Proposed Management Agreement (unaudited) and Shareholder Meeting Results (unaudited) sections in the June 30, 2013 Annual Report to Shareholders for additional information.

Significant Fund ownership: Prior to his death on February 16, 2012, Richard F. Aster, Jr. owned approximately 96% of the Previous Investment Adviser. In connection with his death, Mr. Aster’s ownership interest in the Adviser, among other assets, was transferred (the “Transfer”) to a trust (the “Trust”). As of June 30, 2014, the Trust owned 75.30% of Equity Income Fund.

From time to time, the Funds may have individual shareholders holding a significant percentage of shares outstanding. Investment activities of these shareholders could have a material impact on the Funds. In this regard, as of June 30, 2014 a single shareholder owned 75.30% of the Equity Income Fund Legacy Class, and the Adviser owned 82.84% and 23.54% of the Advisor Class and Investor Class, respectively. Two advisers to the Small Cap Growth Fund each owned 11.84% of the Fund, and two shareholders each owned 5.43%.

Management Fees: Under the Investment Management Agreement, the Adviser receives the following fees for providing certain investment management and other services necessary for managing each Fund. The fee is paid monthly in arrears and calculated based on that month’s daily average net assets.


Growth Fund:				Contrarian and Small Cap Growth Funds:
Average Daily Net Assets	Investment Management Fee			Average Daily Net Assets	Investment Management Fee
Up to $50,000,000		1.00	%	Greater than $0		1.00	%
Greater than $50,000,000		0.75	%

Equity Income Fund:
Average Daily Net Assets	Investment Management Fee
Up to $10,000,000		1.00	%
$10,000,001 to $30,000,000		0.90	%
$30,000,001 to $50,000,000		0.80	%
Greater than $50,000,000		0.70	%

Distribution Plan for Advisor shares: Each Fund has entered into and adopted a Distribution Plan for Advisor Class shares. Under the Distribution Plan, the Funds may pay Destra Capital Investments LLC (the “Distributor”), an affiliate of the Adviser, and/or eligible financial intermediaries a fee for services and expenses related to the sale and distribution of the Funds’ Advisor Class at an annual rate of up to 0.25% of average daily net assets for Advisor Class Shares.

Shareholder Servicing Plan for Investor and Advisor Class shares: Each Fund has entered into and adopted a Shareholder Services Plan for Investor Class and Advisor Class shares. Under the Shareholder Services Plan, Destra


Meridian Funds		42		www.meridianfund.com

Meridian Fund, Inc.

Notes to Financial Statements (continued)

For the Year Ended June 30, 2014

Capital Investments LLC may be paid up to 0.25% of the average daily net assets attributable to the Investor Class and Advisor Class of the Funds, for personal/liaison and related shareholder servicing and support services. With respect to the Contrarian and Small Cap Growth Funds, the Board has determined that the Investor Class and Advisor Class will pay 0.05% of the average daily net assets.

Waivers and Reimbursements of Expenses: The Adviser voluntarily agreed to waive its investment advisory fees and reimburse operating expenses, to the extent that total annual operating expenses for the Funds exceeds the expense limitations listed below. With respect to these limits, the Adviser waived the fees listed below during the year ended June 30, 2014.


	Expense Limitation			Total Waivers and Reimbursements for the year ended 06/30/14
Growth Fund
Investor Class		1.30	%	$	—
Advisor Class		1.55	%	$	7,178
Contrarian Fund
Investor Class		1.35	%	$	8,032
Advisor Class		1.60	%	$	8,762
Equity Income Fund
Legacy Class		1.25	%	$	36,902
Investor Class		1.35	%	$	8,647
Advisor Class		1.60	%	$	8,937
Small Cap Growth Fund
Legacy Class		1.20	%	$	51,191
Investor Class		1.35	%	$	11,972
Advisor Class		1.60	%	$	26,145

For a period not to exceed three years from the date on which a waiver or reimbursement of expenses 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.

At June 30, 2014, the balance of carried forward recoupable expenses along with the year of expiration for each Fund and Class of shares were as follows:


	Expiration June 30,
	2015		2016		2017
Growth Fund		—		—	$	7,178
Contrarian Fund		—		—		16,794
Equity Income Fund	$	52,027	$	75,932		54,486
Small Cap Growth Fund		—		—		89,308

Subject to the approval of the Board, the Funds may repay the Adviser the amount of its reimbursement for the Funds for up to three years following the reimbursement to the extent the Funds’ expenses drop below the expense limitations, after giving effect to repayment by the Fund. Either the Fund or the Adviser can modify or terminate this arrangement after one year from the date of the current prospectus.

Directors and Officers: Certain Directors and/or Officers of the Funds are also Directors and/or Officers of the Adviser. Interested Directors and Officers of the Funds who are Officers of the Adviser receive no compensation from the Funds. Each Non-Interested Director is paid an annual fee set at $40,000. An additional $5,000 is paid to each Non-Interested Director for attendance at each in-person meeting of the Board and an additional $1,000 is paid to each Non-Interested Director for participating in a telephonic meeting of the Board. An additional $3,000 is paid to each member of the Audit or Governance Committee of the Board for attendance at an in-person Audit or Governance Committee meeting and an additional $1,000 is paid to each member of the Audit or Governance Committee of the Board for participating in a telephonic Audit or Governance Committee meeting.


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Meridian Fund, Inc.

Notes to Financial Statements (continued)

For the Year Ended June 30, 2014

An additional $10,000 is paid to the Chairman of the Board and the Chairman of a Committee of the Board. The Chairman of the Board also receives an additional $2,500 for attending each in-person meeting of the Board. The Chairman of a Committee receives an additional $2,000 for attending each in person Committee meeting.

6.	Distribution Information: Income and long-term capital gains distributions are determined in accordance with federal income tax regulations, which may differ from GAAP. The tax character of distributions made during the fiscal year ended June 30, 2014 is as follows:


	2014 Taxable Distributions
	Ordinary Income		Net Long-Term Capital Gain		Total Distributions
Growth Fund	$	41,789,505	$	556,718,750	$	598,508,255
Contrarian Fund		2,833,352		3,011,519		5,844,871
Equity Income Fund		501,201		—		501,201
Small Cap Growth Fund		—		—		—

Federal Income Taxes Information: Management has analyzed the Funds’ tax positions taken on federal income tax returns for all open tax years (current and prior three tax years), and has concluded that no provision for federal income tax is required in the Funds’ financial statements. The Funds’ federal and state income and federal excise tax returns for tax years for which the applicable statutes of limitations have not expired are subject to examination by the Internal Revenue Service and state departments of revenue. The Funds are not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next 12 months. The Funds recognize interest and penalties, if any, related to unrecognized tax benefits as income tax expense in the Statement of Operations. During the fiscal year ended June 30, 2014, the Funds did not incur any interest or penalties.

Permanent differences, incurred during the year ended June 30, 2014, resulting from differences in book and tax accounting have been reclassified at year end to undistributed net investment income and accumulated realized gain/(loss) as follows:


	(Decrease) Paid-in-Capital			Increase/(Decrease) Undistributed Net Investment Income/(Loss)			Increase/(Decrease) Accumulated Realized Gain/(Loss)
Growth Fund	$	—		$	6,934,406		$	(6,934,406	)
Contrarian Fund		(40,489	)		483,175			(442,686	)
Equity Income Fund		—			(20,277	)		20,277
Small Cap Growth Fund		(1,249	)		49,643			(48,394	)

The aggregate cost of investments, unrealized appreciation and depreciation, for federal income tax purposes, at June 30, 2014 is as follows:


	Aggregate Cost		Aggregate Gross Unrealized Appreciation		Aggregate Gross Unrealized Depreciation			Net Unrealized Appreciation
Growth Fund	$	1,668,934,767	$	264,989,992	$	(42,045,504	)	$	222,944,488
Contrarian Fund		549,144,501		161,022,567		(3,262,160	)		157,760,407
Equity Income Fund		24,991,225		8,151,295		(59,703	)		8,091,592
Small Cap Growth Fund		15,745,975		1,457,109		(584,546	)		872,563


Components of Accumulated Earnings (Losses) on a Tax Basis
	Growth Fund		Contrarian Fund			Equity Income Fund			Small Cap Growth Fund
Undistributed ordinary income	$	41,915,365		—		$	439,882		$	1,084,222
Capital loss carry forward		—		—			(356,142	)		—
Undistributed long-term capital gains		110,640,307	$	96,459,038			—			—
Unrealized appreciation/(depreciation)		222,944,488		157,760,407			8,091,592			872,563
Qualified late year deferred losses		—		(39,969	)		(100,753	)		—

Total Accumulated Earnings/(Losses)		375,500,160		254,179,476			8,074,579			1,956,785


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Meridian Fund, Inc.

Notes to Financial Statements (continued)

For the Year Ended June 30, 2014

The differences between book and tax-basis unrealized appreciations are attributable to the tax deferral of losses on wash sales and investment adjustments in partnerships and real estate investment trusts.

The Contrarian Fund and Equity Income Fund utilized capital loss carryovers of $56,006,510 and $2,361,828, respectively.

As of June 30, 2014 the Equity Income Fund had a capital loss carry forward of $356,142 available to offset future realized capital gains through 2018.

Under the Regulated Investment Company Modernization Act of 2010, the eight-year limit on the carry forward and use of capital losses was eliminated and capital losses incurred by the Funds after June 30, 2011 will not be subject to expiration. In addition, losses incurred after June 30, 2011 will retain their character as either a short-term or long-term capital loss on the first day of the next taxable year and must be utilized prior to the losses incurred in pre-enactment taxable years.

Other Matters: As of April 9, 2010, the Investment Adviser and certain affiliated entities became defendants in a lawsuit brought by another company alleging trademark infringement, unfair competition and related claims. The complaint alleges that the Investment Adviser’s and affiliated entities’ use of their Arrowpoint trademark and the Arrowpoint logo infringes the rights of the plaintiff in various trademarks that it uses. The complaint seeks injunctive relief requiring the Investment Adviser and the affiliated entities to cease use of the Arrowpoint trademark and logo and unspecified monetary damages, which the plaintiff claims to be unable to quantify. The Investment Adviser has responded to the lawsuit in the United States District Court for the District of Delaware by denying the material allegations of the compliant and opposing the plaintiff’s motion for a preliminary injunction, which is now pending before the Court.

The Investment Adviser believes the complaint to be without legal merit and intends to defend against it vigorously. Any legal costs associated with the compliant will be borne by the Investment Adviser, and not the Meridian Funds. While an outcome regarding the complaint is unknown at this time, the Investment Adviser believes that this complaint should not have a material effect on its operations or impair its ability to perform its’ duties to the Meridian Funds.

9.	Subsequent Events: Management has evaluated the impact of all subsequent events on the Funds through the date the financial statements were issued, and has noted no additional events that require recognition or disclosure in the financial statements.


Meridian Funds		45		www.meridianfund.com

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Shareholders of Meridian Fund, Inc.:

In our opinion, the accompanying statements of assets and liabilities, including the schedules of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Meridian Growth Fund, Meridian Contrarian Fund, Meridian Equity Income Fund and Meridian Small Cap Growth Fund (constituting Meridian Fund, Inc., hereafter referred to as the “Funds”) at June 30, 2014, the results of each of their operations, the changes in each of their net assets and their financial highlights for each of the periods presented, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility of the Funds’ management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at June 30, 2014 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP

San Francisco, California

August 20, 2014


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Meridian Fund, Inc.

Information About the Directors and Officers

The individuals listed below serve as directors or officers of Meridian Fund, Inc. (the “Meridian Funds”). Each director of the Meridian Funds serves until a successor is elected and qualified or until resignation. Each officer of the Meridian Funds is elected annually by the Board of Directors. The address of all officers and directors is 100 Fillmore Street, Suite 325, Denver, CO 80206. The Meridian Funds’ Statement of Additional Information (SAI) includes more information about the Directors. To request a free copy, call Meridian at 1-800-446-6662.


Interested Directors*	Positions(s) Held with Fund:	Length of Service (Beginning Date)	Principal Occupation(s) During Past 5 Years	Number of Portfolios Overseen	Other Directorships
Michael Stolper* (69)	Director	Indefinite term since May 3, 1985	President, Stolper & Company, Inc. (an investment adviser), September 1975 to present; Managing Director, Windowpane Advisors, LLC (an investment adviser), January 1, 2005 to present; Trustee, Ewing Marion Kauffman Foundation, March 2010 to present	4	Window Pane Funds (one portfolio)

Mr. Stolper is treated as an “interested” person of the Funds, as such term is defined in the 1940 Act, because, as a result of his prior ownership interest in Aster Investment Management, Inc. (the “Previous Investment Adviser”, the previous investment adviser to the Meridian Equity Income Fund, Meridian Growth Fund, and Meridian Contrarian Fund).


Non-Interested Directors	Positions(s) Held with Fund:	Length of Service (Beginning Date)	Principal Occupation(s) During Past 5 Years	Number of Portfolios Overseen	Other Directorships
John S. Emrich, CFA (46)	Director	Indefinite term since October 6, 2010	Private Investor, January 2011 to present; Co-Founder and Portfolio Manager, Ironworks Capital Management (an investment adviser), April 2005 to December 2010; Member and Manager, Iroquois Valley Farms, LLC, June 2012 to present.	4	None
Michael S. Erickson (62)	Director	Indefinite term since May 3, 1985	Private Investor, August 2007 to present	4	None
James Bernard Glavin (79)	Director and Chairman of the Board	Indefinite term since May 3, 1985	Retired; previously Chairman of the Board, Orchestra Therapeutics, Inc.	4	None
Ronald Rotter (71)	Director	Indefinite term since May 2, 2007	Private Investor, January 2008 to present; Retired	4	None


Officers	Position(s) Held with Fund:	Length of Service	Principal Occupation(s) During Past 5 Years
David Corkins (47)	President (Principal Executive Officer)	Indefinite; Since September 5, 2013	Co-Founder, Principal and Portfolio Manager, Arrowpoint Asset Management, LLC
Rick Grove (45)	Vice President, Secretary and Chief Compliance Officer	Indefinite; Since September 5, 2013	Chief Operating Officer and Chief Compliance Officer, Arrowpoint Asset Management, LLC
Derek Mullins (40)	Chief Financial Officer (Principal Financial Officer) and Treasurer	Indefinite; Since September 5, 2013	Director of Operations, Arrowpoint Asset Management, LLC
Katie Jones (30)	Assistant Treasurer	Indefinite; Since August 12, 2014	Controller, Arrowpoint Asset Management, LLC; formerly, Assistant Controller and Alternative Investment Accounting Supervisor, ALPS Fund Services


Meridian Funds		47		www.meridianfund.com

Meridian Fund, Inc.

2014 Tax Notice to Shareholders (Unaudited)

The information set forth below is for each Fund’s fiscal year as required by federal laws. Shareholders, however, must report distributions on a calendar year basis for income tax purposes, which may include distributions for portions of two fiscal years of a fund. Accordingly, the information needed by shareholders for income tax purposes will be sent to them in early 2015. Please consult your tax advisor for proper treatment of this information.

For the period July 1, 2013 to June 30, 2014, the Funds reported the following terms with regard to distributions paid during the period. All information is based on financial information available as of the date of this annual report and, accordingly, is subject to change. For each item, it is the intention of each Fund to report the maximum amount permitted under the Internal Revenue Code and the regulations thereunder.

Pursuant to Internal Revenue Code Section 852(b)(3), the Growth Fund and Contrarian Fund reported $556,718,750 and $3,011,519, respectively, as long-term capital gain distribution for the year ended June 30, 2014.

Pursuant to Internal Revenue Code Section 854(b)(2), the Funds listed below report a percentage of their ordinary income dividends distributed during the year ended June 30, 2014 as qualifying for the corporate dividends-received deduction:


Growth Fund	14.14	%
Contrarian Fund	100.00	%
Equity Income Fund	100.00	%
Small Cap Growth Fund	0.00	%

Pursuant to Section 1 (h)(11) of the Internal Revenue Code, the Funds listed below report the following amounts of their income dividends paid during the year ended June 30, 2014 as qualified dividend income (QDI):


Growth Fund	14.85	%
Contrarian Fund	100.00	%
Equity Income Fund	100.00	%
Small Cap Growth Fund	0.00	%

U.S. Government interest represents the amount of interest that was derived from direct U.S. Government obligations and distributed during the fiscal year. This amount is reflected as a percentage of total ordinary income distributions (the total of short-term capital gain and net investment income distributions). Generally, interest from direct U.S. Government obligations is exempt from state income tax. However, for residents of California, Connecticut and New York, the statutory threshold requirements were not satisfied to permit exception of these amounts from state income for the Funds.

U.S. Government interest:


Growth Fund	0.00	%
Contrarian Fund	0.06	%
Equity Income Fund	0.00	%
Small Cap Growth Fund	0.00	%


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Meridian Fund, Inc.

Other Information (Unaudited)

June 30, 2014

Proxy Voting Guidelines

The Adviser is responsible for exercising the voting rights associated with the securities purchased and held by the Funds. A description of the policies and procedures that the Adviser uses in fulfilling this responsibility and information regarding how those proxies were voted during the most recent 12-month period ended June 30 are available without charge upon request by calling toll free (800) 446-6662. These items are also available on the Securities and Exchange Commission’s website at http://www.sec.gov.

Quarterly Portfolio Disclosure

The Adviser files a complete listing of portfolio holdings for each Fund as of the end of the first and third quarters of each fiscal year on Form N-Q. The complete listing (i) is available on the Commission’s website; (ii) may be reviewed and copied at the Commission’s Public Reference Room in Washington, DC; and (iii) will be made available to shareholders upon request by calling (800) 446-6662. Information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330.

Contact Us

By phone from 9:00 AM to 6:00 PM EST on any business day at the following if you are an:

Individual Investor:

(800) 446-6662

Institutional Investor:

(303) 398-2929

Financial Advisor:

(877) 796-3434

Key Information

Investment Adviser

Arrowpoint Asset Management LLC

100 Fillmore Street, Suite 325

Denver, CO 80206

Distributor

Destra Capital Investments LLC

901 Warrenville Road, Suite 15

Lisle, IL 60532

Administrator, Transfer Agent and Disbursing Agent

BNY Mellon Investment Servicing (US) Inc.

760 Moore Road

King of Prussia, PA

Custodian

The Bank of New York Mellon

2 Hanson Place, 7th Floor

Brooklyn, NY 11217

Legal Counsel

Davis Graham & Stubbs LLP

1550 Seventeenth Street, Suite 500

Denver, CO 80202

Independent Registered Public Accounting Firm

PricewaterhouseCoopers LLP

Three Embarcadero Center

San Francisco, CA 94111

Directors and Officers

Directors

James B. Glavin, Chairman

John Emrich

Michael S. Erickson

Ronald Rotter

Michael Stolper

Officers

David Corkins, President

Derek Mullins, Treasurer

Richard Grove, Vice President, Secretary &

Chief Compliance Officer

Katie Jones, Assistant Treasurer

Item 2.

Code of Ethics.

(a)

The registrant, as of the end of the period covered by this report, has adopted a code of ethics that applies to the registrant’s principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, regardless of whether these individuals are employed by the registrant or a third party.

(c)

There have been no amendments, during the period covered by this report, to a provision of the code of ethics that applies to the registrant’s principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, regardless of whether these individuals are employed by the registrant or a third party, and that relates to any element of the code of ethics description.

(d)

The registrant has not granted any waivers, including an implicit waiver, from a provision of the code of ethics that applies to the registrant’s principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, regardless of whether these individuals are employed by the registrant or a third party, that relates to one or more of the items set forth in paragraph (b) of this item’s instructions.

(f)

A copy of the registrant’s code of ethics is filed as Exhibit 12(a)(1) to this report.

Item 3.

Audit Committee Financial Expert.

As of the end of the period covered by the report, the registrant’s board of directors has determined that James Glavin is qualified to serve as an audit committee financial expert serving on its audit committee and that he is “independent,” as defined by Item 3 of Form N-CSR.

Item 4.

Principal Accountant Fees and Services.

Audit Fees

(a)

The aggregate fees billed for each of the last two fiscal years for professional services rendered by the principal accountant for the audit of the registrant’s annual financial statements or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years are $122,800 in 2014 and $99,800 in 2013.

Audit-Related Fees

(b)

The aggregate fees billed in each of the last two fiscal years for assurance and related services by the principal accountant that are reasonably related to the performance of the audit of the registrant’s financial statements and are not reported under paragraph (a) of this Item are $0 in 2014 and $0 in 2013.

Tax Fees

(c)

The aggregate fees billed in each of the last two fiscal years for professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning are $31,220 in 2014 and $22,665 in 2013.

All Other Fees

(d)

The aggregate fees billed in each of the last two fiscal years for products and services provided by the principal accountant, other than the services reported in paragraphs (a) through (c) of this Item are $0 in 2014 and $0 in 2013.

(e)(1)

Disclose the audit committee’s pre-approval policies and procedures described in paragraph (c)(7) of Rule 2-01 of Regulation S-X.

PRE-APPROVAL OF AUDIT AND PERMITTED NON-AUDIT SERVICES PROVIDED TO THE COMPANY

Pre-Approval Requirements. The Committee shall pre-approve all auditing services and permissible non-audit services (e.g., tax services) to be provided to the Company by the Auditor, including the fees therefore. The Committee may delegate to one or more of its members the authority to grant pre-approvals. In connection with such delegation, the Committee shall establish pre-approval policies and procedures, including the requirement that the decisions of any member to whom authority is delegated under this section shall be presented to the full Committee at each of its scheduled meetings.

2.	De Minimis Exception to Pre-Approval: Pre-approval for a permitted non-audit service shall not be required if:

the aggregate amount of all such non-audit services is not more than 5% of the total revenues paid by the Company to the Auditor in the fiscal year in which the non-audit services are provided;

such services were not recognized by the Company at the time of the engagement to be non-audit services; and

such services are promptly brought to the attention of the Committee and approved prior to the completion of the audit by the Committee or by one or more members of the Committee to whom authority to grant such approvals has been delegated by the Committee.

Additionally, the Committee shall pre-approve the Auditor’s engagements for non-audit services with the Adviser and any affiliate of the Adviser that provides ongoing services to the Company in accordance with the foregoing, if the engagement relates directly to the operations and financial reporting of the Company, unless the aggregate amount of all services provided constitutes no more than 5% of the total amount of revenues paid to the Auditor by the Company, the Adviser and any affiliate of the Adviser that provides ongoing services to the Company during the fiscal year in which the services are provided that would have to be pre-approved by the Committee pursuant to this paragraph (without regard to this exception).

PROHIBITED SERVICES

The Committee shall confirm with the Auditor engaged to perform the audit of the Company that the Auditor is not performing contemporaneously any of the following non-audit services for the Company, the Adviser, or any affiliates of the Company or Adviser:

bookkeeping or other services related to the accounting records or financial statements of the Company;

financial information systems design and implementation;

appraisal or valuation services, fairness opinions, or contribution-in-kind reports;

actuarial services;

internal audit outsourcing services;

management functions or human resources;

broker or dealer, investment adviser, or investment banking services;

legal services and expert services unrelated to the audit; and

any other service that the Public Company Accounting Oversight Board determines, by regulation, is impermissible.

The Auditor is responsible for informing the Committee of whether it believes that a particular service is permissible or prohibited pursuant to applicable regulations and standards.

(e)(2)

The percentage of services described in each of paragraphs (b) through (d) of this Item that were approved by the audit committee pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X are as follows:

(b) N/A

(d) N/A

(f)

The percentage of hours expended on the principal accountant’s engagement to audit the registrant’s financial statements for the most recent fiscal year that were attributed to work performed by persons other than the principal accountant’s full-time, permanent employees was less than fifty percent.

(g)

The aggregate non-audit fees billed by the registrant’s accountant for services rendered to the registrant, and rendered to the registrant’s investment adviser (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the registrant for each of the last two fiscal years of the registrant was $0 in 2014 and $0 in 2013.

(h)

Not applicable.

Item 5.

Audit Committee of Listed registrants.

Not applicable.

Item 6.

Investments.

(a)	Schedule of Investments in securities of unaffiliated issuers as of the close of the reporting period is included as part of the report to shareholders filed under Item 1 of this form.

(b)	Not applicable.

Item 7.

Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.

Not applicable.

Item 8.

Portfolio Managers of Closed-End Management Investment Companies.

Not applicable.

Item 9.

Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.

Not applicable.

Item 10. Submission of Matters to a Vote of Security Holders.

There have been no material changes to the procedures by which the shareholders may recommend nominees to the registrant’s board of directors, where those changes were implemented after the registrant last provided disclosure in response to the requirements of Item 407(c)(2)(iv) of Regulation S-K (17 CFR 229.407) (as required by Item 22(b)(15) of Schedule 14A (17 CFR 240.14a-101)), or this Item.

Item 11. Controls and Procedures.

(a)

The registrant’s principal executive and principal financial officers, or persons performing similar functions, have concluded that the registrant’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940, as amended (the “1940 Act”) (17 CFR 270.30a-3(c))) are effective, as of a date within 90 days of the filing date of the report that includes the disclosure required by this paragraph, based on their evaluation of these controls and procedures required by Rule 30a-3(b) under the 1940 Act (17 CFR 270.30a-3(b)) and Rules 13a-15(b) or 15d-15(b) under the Securities Exchange Act of 1934, as amended (17 CFR 240.13a-15(b) or 240.15d-15(b)).

(b)

There were no changes in the registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the 1940 Act (17 CFR 270.30a-3(d)) that occurred during the registrant’s second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

Item 12. Exhibits.

(a)(1)

Code of Ethics that is the subject of disclosure required by Item 2 is attached hereto.

(a)(2)

Certifications pursuant to Rule 30a-2(a) under the 1940 Act and Section 302 of the Sarbanes-Oxley Act of 2002 are attached hereto.

(a)(3)

Not applicable.

(b)

Certifications pursuant to Rule 30a-2(b) under the 1940 Act and Section 906 of the Sarbanes-Oxley Act of 2002 are attached hereto.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


(Registrant)		Meridian Fund, Inc.^®



By (Signature and Title)*		/s/ David J. Corkins
		David J. Corkins
		Principal Executive Officer and President



Date		September 3, 2014

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.


By (Signature and Title)*		David J. Corkins
		/s/ David J. Corkins
		Principal Executive Officer and President



Date		September 3, 2014



By (Signature and Title)*		/s/ Derek J. Mullins
		Derek J. Mullins
		Principal Financial Officer and Treasurer



Date		September 3, 2014

^* Print the name and title of each signing officer under his or her signature.