Form N-PX for the Meridian Funds.
MERIDIAN FUND, INC.
PROXY AND CORPORATE ACTION VOTING
POLICIES AND PROCEDURES
April 22, 2010
Meridian Fund, Inc. (the "Fund") is the beneficial owner of its portfolio securities. Accordingly, the Fund's Board of Directors (the "Board"), acting on behalf of the Fund and each of its series (collectively, the "Funds"), has the right and the fiduciary obligation to vote proxies relating to the Funds' portfolio securities in a manner consistent with the best interests of the Funds and their shareholders. Accordingly, the Board has approved the adoption of these Proxy and Corporate Action Voting Policies and Procedures with respect to voting proxies relating to portfolio securities held by the Funds (these "Policies and Procedures").
- Delegation to the Adviser.
- The policy of the Fund is to delegate the responsibility for voting proxies relating to portfolio securities held by the Funds to Arrowpoint Asset Management, LLC (the "Adviser") as a part of the Adviser's general management of the Funds, subject to the Board's continuing oversight.
- FIDUCIARY DUTY
The right to vote proxies with respect to portfolio securities held by the Funds is an asset of the Fund. The Adviser acts as a fiduciary of the Funds and must vote proxies in a manner consistent with the best interest of the Funds and their shareholders. In discharging this fiduciary duty, the Adviser must maintain and adhere to its policies and procedures for addressing conflicts of interest and must vote proxies in a manner substantially consistent with its policies, procedures and guidelines, as presented to the Board.
- PROXY VOTING PROCEDURES
- Annual Presentation of Proxy Voting Policies to the Board. At least annually, the Adviser shall present to the Board for its review the Adviser's Policies and Procedures. In addition, the Adviser shall notify the Board promptly of material changes to the Adviser's Policies and Procedures. The Adviser is not required to notify the Board of changes relating to any guidelines for voting specific types of proxies except as part of the annual presentation. The Board shall review the policies, procedures and other guidelines presented by the Adviser to determine that they are consistent with these policies and procedures. Upon request, the Adviser shall provide the Fund with a copy of its policies, procedures and other guidelines or a description of such policies, procedures and guidelines for the purpose of filing such document(s) in the Fund's statement of additional information or as otherwise required by the Investment Company Act of 1940 and the rules promulgated thereunder.
- Resolution of Conflicts of Interest. With respect to those proxies that the Adviser has identified as involving a conflict of interest, the Adviser shall submit to the Board, at least annually, a separate report indicating the nature of the conflict of interest and how that conflict was resolved with respect to the voting of the proxy. For this purpose, a "conflict of interest" shall be deemed to occur when the Adviser, or an affiliated person of the Adviser has an interest in a matter presented by a proxy to be voted on behalf of a Fund, other than the obligation the Adviser incurs as investment adviser to that Fund, which may compromise the Adviser's independence of judgment and action in voting the proxy.
Where a proxy proposal raises a material conflict of interest between the interests of the Adviser or an affiliated person of the Adviser and that of one or more Funds, the Adviser shall resolve such conflict in the manner described below.
- Vote in Accordance with a Predetermined Specific Policy. To the extent that the Adviser's Policies and Procedures include a pre-determined voting policy for various types of proposals and the Adviser has little or no discretion to deviate from such policy with respect to the proposal in question, the Adviser shall vote in accordance with such pre-determined voting policy.
- Notify and Obtain Consent of the Board.To the extent that the Adviser's Policies and Procedures include a pre-determined voting policy for various proposals and the Adviser has discretion to deviate from such policy, the Adviser shall disclose the conflict to the Board and obtain the Board's consent to the proposed vote prior to voting on such proposal.
- Detailed Disclosure to the Board. To enable the Board to make an informed decision regarding the vote in question, such disclosure to the Board shall include sufficient detail regarding the matter to be voted on and the nature of the conflict. When the Board does not respond to such a conflict disclosure request or denies the request, the Adviser shall abstain from voting the securities held by the relevant Funds.
- REVOCATION OF AUTHORITY TO VOTE
The delegation by the Board of the authority to vote proxies relating to portfolio securities held by the Funds may be revoked by the Board, in whole or in part, at any time.
- ANNUAL FILING OF PROXY VOTING RECORD
The Fund shall file an annual report of each proxy voted with respect to portfolio securities held by the Funds during the twelve-month period ended June 30 on Form N-PX not later than August 31 of each year.1
- PROXY VOTING DISCLOSURES
- The Fund shall include in its Form N-1A registration statement:
- A description of these Policies and Procedures and of the Adviser's Policies and Procedures; and
- A statement disclosing that information regarding how the Fund voted proxies relating to portfolio securities held by the Funds during the most recent twelve-month period ended June 30 is available without charge, upon request, by calling the Fund's toll-free telephone number, on the Fund's website and on the SEC website.2
- The Fund shall include in its Annual and Semi-Annual Reports to shareholders:
- A statement that a description of these Policies and Procedures is available without charge, upon request, by calling the Fund's toll-free telephone number, on the Fund's website, and on the SEC website.3
- A statement that information regarding how the Fund voted proxies relating to portfolio securities held by the Funds during the most recent 12-month period ended June 30 is available without charge, upon request, by calling the Fund's toll-free telephone number, on the Fund's website and on the SEC website.4
1The first report on Form NP-X shall be for the twelve month period ended June 30, 2004 and shall be filed on or before August 31, 2004.
2This disclosure shall be included in the registration statement next filed on behalf of the Funds after August 31, 2004.
3This disclosure shall be included in the report next filed on behalf of the Funds after July 1, 2003.
4This disclosure shall be included in the report next filed on behalf of the Funds after August 31, 2004.
PROXY AND CORPORATE ACTION VOTING POLICIES AND PROCEDURES
ARROWPOINT ASSET MANAGEMENT, LLC.
Arrowpoint Asset Management, LLC
PROXY AND CORPORATE ACTION VOTING
POLICIES AND PROCEDURES
Arrowpoint Asset Management ( “Arrowpoint”) acts as discretionary investment adviser for various clients, which may include clients governed by the Employee Retirement Income Security Act of 1974 (“ERISA”) and registered open-end investment companies (“mutual funds”). Arrowpoint’s authority to vote proxies or act on other shareholder actions is established under the delegation of discretionary authority under its investment advisory contracts.
It is the policy of Arrowpoint to vote proxies in the best interest of its clients. Proxies are an asset of a client, which should be treated with the same care, diligence, and loyalty as any asset belonging to a client. To that end, Arrowpoint will vote in a way that it believes, consistent with its fiduciary duty, will cause the value of the issue to increase the most or decline the least. Consideration will be given to both the short and long term implications of the proposal to be voted on when considering the optimal vote.
- Delegation of Duties
To assist the Adviser in executing its responsibilities, the Adviser has engaged a third party proxy voting specialist, Glass Lewis & Co., LLC (“Glass Lewis” or the “Proxy Manager”). The services provided by Glass Lewis include in-depth research and voting recommendations intended to create shareholder value.
The Adviser has reviewed the Proxy Manager’s Guidelines, and has determined that such Guidelines are consistent with the Adviser’s fiduciary responsibilities with respect to its clients. The Adviser will review any material amendments to such Guidelines.
Any general or specific proxy voting guidelines provided by an advisory client or its designated agent in writing will supersede this policy.
- Procedures for Identification and Voting of Proxies
The Proxy Manager is responsible for ensuring that all proxies received are voted in a timely manner and voted consistently across all portfolios. Although many proxy proposals can be voted in accordance with the Proxy Manager’s established guidelines (the “Guidelines”), Arrowpoint retains the right to vote any proposal in a manner differing from the Guidelines. Such deviations from the Guidelines must be approved by the CCO with a written explanation of the rationale for the deviation.
Arrowpoint, in conjunction with the custodian, is responsible for ensuring that all corporate actions received are addressed in a timely manner and consistent action is taken across all portfolios.
Arrowpoint’s authority to vote proxies or act with respect to other corporate actions is established through the delegation of discretionary authority under its investment advisory agreements. Therefore, unless a Client specifically reserves the right, in writing, to vote its own proxies or to take shareholder action with respect to other corporate actions requiring shareholder actions, Arrowpoint will vote all proxies and act on all other actions in a timely manner as part of its full discretionary authority over Clients in accordance with established policies and procedures.
- Conflicts of Interest
Arrowpoint is responsible for monitoring situations where the voting of proxies may present actual or perceived conflicts of interest between the Adviser and clients.
The following is a non-exhaustive list of potential conflicts of interests that could influence the proxy voting process:
- Conflict: Arrowpoint retains an institutional client, or is in the process of retaining an institutional client that is affiliated with an issuer that is held in Arrowpoint’s client portfolios. For example, Arrowpoint may be retained to manage Company A’s pension fund. Company A is a public company and Arrowpoint client accounts hold shares of Company A. This type of relationship may influence Arrowpoint to vote with management on proxies to gain favor with management. Such favor may influence Company A’s decision to continue its advisory relationship with Arrowpoint.
- Conflict: Arrowpoint retains a client, or is in the process of retaining a client that is an officer or director of an issuer that is held in Arrowpoint’s client portfolios. The similar conflicts of interest exist in this relationship as discussed above.
- Conflict: Arrowpoint’s Employees maintain a personal and/or business relationship (not an advisory relationship) with issuers or individuals that serve as officers or directors of issuers. For example, the spouse of an Employee may be a high-level executive of an issuer that is held in Arrowpoint’s client portfolios. The spouse could attempt to influence Arrowpoint to vote in favor of management.
- Conflict: Arrowpoint or an Employee(s) personally owns a significant number of an issuer’s securities that are also held in Arrowpoint’s client portfolios. For any number of reasons, an Employee(s) may seek to vote proxies in a different direction for his/her personal holdings than would otherwise be warranted by the proxy voting policy. The Employee(s) could oppose voting the proxies according to the policy and successfully influence Arrowpoint to vote proxies in contradiction to the policy.
- Conflict: Arrowpoint or its affiliate has a financial interest in the outcome of a vote, such as when Arrowpoint receives distribution fees (i.e., Rule 12b-1 fees) from mutual funds that are maintained in client accounts and the proxy relates to an increase in 12b-1 fees.
Where a proxy proposal raises a material conflict of interest between Arrowpoint’s interests and that of one or more its clients, including a mutual fund client, the Glass Lewis recommendations will be followed.
- Procedures for Arrowpoint’s Receipt of Class Actions
Arrowpoint recognizes that as a fiduciary it has a duty to act with the highest obligation of good faith, loyalty, fair dealing and due care. When a recovery is achieved in a class action, investors who owned shares in the company subject to the action have the option to either: (1) opt out of the class action and pursue their own remedy; or (2) participate in the recovery achieved via the class action. Collecting the recovery involves the completion of a Proof of Claim form which is submitted to the Claims Administrator. After the Claims Administrator receives all Proof of Claims, it dispenses the money from the settlement fund to those persons and entities with valid claims.
Arrowpoint has engaged an independent class action service, Battea, to handle all class action proceedings.
In accordance with Rule 204-2 under the Advisers Act, Arrowpoint will maintain for the time periods set forth in the Rule
- these proxy voting procedures and policies, and all amendments thereto;
- all proxy statements received regarding client securities (provided however, that the we may rely on the proxy statement filed on EDGAR as its records);
- a record of all votes cast on behalf of clients;
- records of all client requests and subsequent responses regarding proxy voting information;
- any documents prepared by Arrowpoint that were material to making a decision how to vote or that memorialized the basis for the decision; and
- all records relating to requests made to clients regarding conflicts of interest in voting the proxy.
Such records will be maintained in a readily accessible manner for a period of at least seven years. Proxy statements on file with EDGAR or maintained by the Proxy Manager are not subject to these retention requirements.
Arrowpoint will ensure that Part II of Form ADV and/or the Fund documents are updated as necessary to reflect its proxy voting policies and procedures and: (i) all material changes to the Proxy Voting Policy and Procedures; and (ii) information about how clients may obtain information on how Arrowpoint voted their securities.
Arrowpoint will enter into arrangements with all mutual fund clients to provide any information required to be filed by such mutual fund on Form N-PX 60 days after June 30 of each year, and will provide information as requested by the client mutual funds' board of directors.
- Proxy Solicitation
As a matter of practice, it is Arrowpoint’s policy to not reveal or disclose to any client how Arrowpoint may have voted (or intends to vote) on a particular proxy until after such proxies have been counted at a shareholder’s meeting. Arrowpoint will never disclose such information to unrelated third parties.
The Managing Member and CCO are to be promptly informed of the receipt of any solicitation from any person to vote proxies on behalf of clients. At no time may any Employee accept any remuneration in the solicitation of proxies. The Managing Member shall handle all responses to such solicitations.