Meridian Fund

2012 PROXY VOTING REPORT

MERIDIAN FUND, INC. - PROXY AND CORPORATE ACTION VOTING POLICIES AND PROCEDURES

ASTER INVESTMENT MANAGEMENT COMPANY, INC. - PROXY AND CORPORATE ACTION VOTING POLICIES AND PROCEDURES

MERIDIAN FUND, INC.

PROXY AND CORPORATE ACTION VOTING
POLICIES AND PROCEDURES
April 22, 2010

INTRODUCTION

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").

POLICY
1. Delegation to the Adviser.
  1. The policy of the Fund is to delegate the responsibility for voting proxies relating to portfolio securities held by the Funds to Aster Investment Management Co., Inc. (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
1. 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.
2. 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.
  1. 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.
  2. 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.
    1. 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
1. The Fund shall include in its Form N-1A registration statement:
  1. A description of these Policies and Procedures and of the Adviser's Policies and Procedures; and
  2. 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
2. The Fund shall include in its Annual and Semi-Annual Reports to shareholders:
  1. 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
  2. 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.

APPENDIX A

PROXY AND CORPORATE ACTION VOTING POLICIES AND PROCEDURES

OF

ASTER INVESTMENT MANAGEMENT CO., INC.

ASTER INVESTMENT MANAGEMENT COMPANY, INC.
________________________

PROXY AND CORPORATE ACTION VOTING
POLICIES AND PROCEDURES

POLICY

Aster Investment Management Co., Inc. (the "Adviser") 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"). The Adviser's authority to vote proxies or act on other shareholder actions is established under the delegation of discretionary authority under its investment advisory contracts. Therefore, unless a client (including a "named fiduciary" under ERISA) specifically reserves the right, in writing, to vote its own proxies or to take shareholder action in other corporate actions, the Adviser will vote all proxies or act on all other actions received in sufficient time prior to their deadlines as part of its full discretionary authority over the assets in accordance with these Proxy and Corporate Action Voting Policies and Procedures (these "Policies and Procedures"). Corporate actions may include, for example and without limitation, tender offers or exchanges, bankruptcy proceedings, and class actions.

When voting proxies or acting on corporate actions for clients, the Adviser's utmost concern is that all decisions be made solely in the best interest of its clients (in the case of ERISA accounts plan beneficiaries and participants, in accordance with the letter and spirit of ERISA). The Adviser will act in a manner deemed prudent and diligent and which is intended to enhance the economic value of the assets of its clients' account.

PURPOSE

The purpose of these Policies and Procedures is to memorialize the procedures and policies adopted by the Adviser to enable it to comply with its accepted responsibilities and the requirements of Rule 206(4)-6 under the Investment Advisers Act of 1940, as amended ("Advisers Act"). These Policies and Procedures also reflect the fiduciary standards and responsibilities set forth by the Department of Labor for ERISA accounts.

PROCEDURES

The Proxy Manager is ultimately responsible for ensuring that all proxies received by the Adviser are voted in a timely manner and voted consistently across all portfolios. Although many proxy proposals can be voted in accordance with the Adviser's established guidelines (see Section V, below)(the "Guidelines"), the Adviser recognizes that some proposals require special consideration, which may dictate that the Adviser makes an exception to the Guidelines. In situations where a proposal does not clearly fall within the guidelines, or where the Proxy Manager determines that consultation is prudent, the Proxy Manager will consult with the Portfolio Manager of the account holding the relevant security to determine how to cast the vote.

The Proxy Manager is also responsible for ensuring that all corporate actions received by the Adviser are addressed in a timely manner and consistent action is taken across all portfolios.
1. Conflicts of Interest
  
  The Proxy Manager is responsible for monitoring situations where the voting of proxies may present actual or perceived conflicts of interest between the Advisor and clients. Where a proxy proposal raises a material conflict of interest between the Adviser's interests and that of one or more its clients, including a mutual fund client, the Adviser shall resolve such conflict in the manner described below:
2. Limitations
  
  In certain circumstances, in accordance with a client's investment advisory contract (or other written directive) or where the Adviser has determined that it is in the client's best interest, the Adviser will not vote proxies received. The following are some circumstances where the Adviser will limit its role in voting proxies received on client securities:
  1. Client Maintains Proxy Voting Authority: Where client specifies in writing that it will maintain the authority to vote proxies itself or that it has delegated the right to vote proxies to a third party, the Adviser will not vote the securities and will direct the relevant custodian to send the proxy material directly to the client. If any proxy material is received by the Adviser, it will promptly be forwarded to the client.
  2. Terminated Account: Once a client account has been terminated with the Adviser in accordance with its investment advisory agreement, the Adviser will not vote any proxies received after the termination. However, the client may specify in writing that proxies should be directed to the client for action.
  3. Limited Value: If the Proxy Manager concludes that the value on a client's economic interest or the value of the portfolio holding is indeterminable or insignificant, the Adviser will abstain from voting a client's proxies. The Adviser does not vote proxies received for securities which are no longer held by the client's account. In addition, the Adviser generally does not vote securities where the economic value of the securities in the client account is less than $500.
  4. Unjustifiable Costs: In certain circumstances, after doing a cost-benefit analysis, the Adviser may abstain from voting where the cost of voting a client's proxy would exceed any anticipated benefits of the proxy proposal.

RECORD KEEPING

In accordance with Rule 204-2 under the Advisers Act, the Adviser will maintain for the time periods set forth in the Rule (i) these proxy voting procedures and policies, and all amendments thereto; (ii) all proxy statements received regarding client securities (provided however, that the Adviser may rely on the proxy statement filed on EDGAR as its records); (iii) a record of all votes cast on behalf of clients; (iv) records of all client requests for proxy voting information; (v) any documents prepared by the Adviser that were material to making a decision how to vote or that memorialized the basis for the decision; and (vi) all records relating to requests made to clients regarding conflicts of interest in voting the proxy.

The Adviser will describe in its Part II of Form ADV (or other brochure fulfilling the requirement of Rule 204-3) its proxy voting policies and procedures and advise clients how they may obtain information on how the Adviser voted their securities. Clients may obtain information on how their securities were voted or a copy of the Policies and Procedures by written request addressed to the Adviser. The Adviser 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, and will provide information as requested by the client mutual funds' board of directors.

GUIDELINES

Each proxy issue will be considered individually. The following guidelines are a partial list to be used in voting proposals contained in the proxy statements, but will not be used as rigid rules and these guidelines may be revised from time to time. Proxy issues not covered by these guidelines will be voted on a case-by-case basis. In voting such proxies, the Adviser will act prudently, taking into consideration those factors that may affect the value of the security and will vote such proxies in a manner in which, in its opinion, is in the best interests of clients. The Adviser reserves the right to override this policy and these guidelines with the approval of the manager of the affected client portfolio(s). In such cases where the guidelines are not followed, it will be appropriately documented by the Adviser in accordance with the record keeping requirements of Section III., above.
1. VOTE AGAINST
  1. Issues regarding Board entrenchment and anti-takeover measures such as the following:
    1. Proposals to stagger board members' terms (Unless voting on continuing an existing policy that has staggered terms. Then vote on case-by-case basis);
    2. Proposals to limit the ability to call special meetings by shareholders (However, vote against proposals to enable less than 25% of shareholders to call special meetings);
    3. Proposals to require super majority votes in Board elections (Proposals to require super majority votes related to other corporate matters, vote on case-by-case basis);
    4. Proposals requesting excessive increases in authorized common or preferred shares where management provides no reasonable explanation for the use or need of these additional shares;
    5. Proposals regarding "poison pill" provisions;
    6. Permitting "green mail";
    7. Providing cumulative voting rights;
    8. Limitation of shareholder rights to remove directors, amend by-laws, call special meetings, nominate directors, or other actions to limit or abolish shareholder rights to act independently such as acting by written consent (also refer to b. and c. above):
    9. Proposals to vote unmarked proxies in favor of management;
    10. Proposals to eliminate existing pre-emptive rights;
    11. Proposals to issue "blank check preferred stock" , i.e., preferred stock all or many of whose rights, preferences and designations, (e.g.; dividend and voting rights) can be established by the Board of Directors acting alone.
  2. Executive and board compensation
    1. Incentive plans which become effective in the event of hostile takeovers or mergers, e.g. "golden parachutes";
    2. Proposals for shareholder "say on executive pay" (shareholders should instead vote for or against directors who are given the responsibility to set and review executive compensation);
    3. Retention of equity related to bonuses paid after termination;
    4. Long-term incentive plans with embedded options provisions;
    5. Amendments to existing incentive plans that increase shares available for options;
    6. Option grants to management and directors;
  3. Proposals authorizing the company's board of directors to adopt, amend or repeal by-laws without shareholders' approval.
  4. Proposals authorizing the company's management or board of directors to buy back shares at premium prices without shareholders' approval.
  5. Adoption of a stock purchase plan at less than 85% of fair market value.
  6. Requiring an independent Chairman.
  7. Requiring the separation of the offices of Chairman and CEO.
  8. Shareholder vote on executive compensation, even if non-binding.
  9. Shareholder proposals setting corporate policy for political, environmental and social issues, where the directors are not in favor of the proposal.
  10. Limiting directors' liability.
2. VOTE FOR
  1. Election of directors recommended by management, except if there is a proxy fight or contested election, in which case voting may be on a case-by-case basis.
  2. Majority voting standard for elections of directors when there is a "carve out" for plurality voting standard in cases where there are more nominees than open board seats.
  3. Election of auditors recommended by management, unless seeking to replace if there exists a dispute over policies.
  4. Date and place of annual meeting.
  5. Limitation on charitable contributions or fees paid to lawyers.
  6. Ratification of directors' actions on routine matters since previous annual meeting.
  7. Confidential voting.
  8. Majority independent board.
  9. Declassification of Boards.
  10. Stock repurchase plans.
  11. Name changes.
  12. Shareholder approval of severance compensation that is greater than 200% of salary and bonus.
  13. Proposals with resulting financial benefit at shareholder level.
  14. Expensing stock options.
3. VOTE ON CASE-BY-CASE BASIS
  1. Pay directors solely in stock.
  2. Stock grants to management and directors (including restricted stock units with vesting).
  3. Mandatory retirement age for directors.
  4. Rotate annual meeting location/date.
  5. Management compensation tied to performance.
  6. Management compensation paid in "phantom stock", but only if paid in cash and not paid in stock options.
  7. Fundamental investment policy changes for registered investment vehicles.
  8. Reduce management compensation or control.
  9. Limiting directors tenure.
  10. Proposals regarding "fair price" provisions.
  11. Shareholder proposals, except as identified elsewhere in these guidelines.
  12. Business Combinations or Restructuring.

MERIDIAN FUND, INC.

ASTER INVESTMENT MANAGEMENT COMPANY, INC.________________________

PROXY AND CORPORATE ACTION VOTINGPOLICIES AND PROCEDURES

ASTER INVESTMENT MANAGEMENT COMPANY, INC.
________________________

PROXY AND CORPORATE ACTION VOTING
POLICIES AND PROCEDURES