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U.S. SECURITIES & EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
Read instructions at end of Form before preparing Form.
Please print or type.
1. Name and address of issuer:
Meridian Fund, Inc.
60 E. Sir Francis Drake Blvd., Suite #306,
Larkspur, CA 94939
2. Name of each series or class of funds for which this notice is filed:
Meridian Fund
Meridian Value Fund
3. Investment Company Act File Number: 811-04014
Securities Act File Number: 2-90949
4. Last day of fiscal year for which this notice is filed: 06/30/97
5. Check box if this notice is being filed more than 180 days after the
close of the issuer's fiscal year for purposes of reporting securities
sold after the close of the fiscal year but before termination of the
issuer's 24f-2 declaration: [ ]
6. Date of termination of issuer's declaration under rule 24f-2(a)(1),
if applicable (see Instruction A.6):
7. Number and amount of securities of the same class or series which had
been registered under the Securities Act of 1933 other than pursuant to
rule 24f-2 in a prior fiscal year, but which remained unsold at the
beginning of the fiscal year:
NUMBER OF SHARES 0
AMOUNT OF SECURITIES REGISTERED $ 0
8. Number and amount of securities registered during the fiscal year other
than pursuant to rule 24f-2:
NUMBER OF SHARES 3,165,359
AMOUNT OF SECURITIES REGISTERED $ 97,258,497
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9. Number and aggregate sale price of securities sold during the fiscal year:
NUMBER OF SHARES 1,932,989
SALE PRICE OF SECURITIES SOLD $ 56,189,336
10. Number and aggregate sale price of securities sold during the fiscal
year in reliance upon registration pursuant to Rule 24f-2:
NUMBER OF SHARES 246,011
SALE PRICE OF SECURITIES SOLD $ 3,660,750
11. Number and aggregate sale price of securities issued during the fiscal
year in connection with dividend reinvestment plans, if applicable
(see Instruction B.7):
NUMBER OF SHARES 1,183,546
SALE PRICE OF SECURITIES ISSUED $ 35,570,260
12. Calculation of registration fee:
(i) Aggregate sale price of securities sold
during the fiscal year in reliance on
rule 24f-2 (from Item 10): $ 3,660,750
(ii) Aggregate price of shares issued in
connection with dividend reinvestment
plans (from Item 11, if applicable): + $ 35,570,260
(iii) Aggregate price of shares redeemed or
repurchased during the fiscal year (if
applicable): - $ 39,231,010
(iv) Aggregate price of shares redeemed or
repurchased and previously applied as a
reduction to filing fees pursuant to
rule 24e-2 (if applicable): + $ 0
(v) Net aggregate price of securities sold
and issued during the fiscal year in
reliance on rule 24f-2 [line (i), plus
line (ii), less line (iii), plus line
(iv)] (if applicable): $ 0
(vi) Multiplier prescribed by Section 6(b)
of the Securities Act of 1933 or other
applicable law or regulation (see
Instruction C.6): 1/33 of 1%
(vii) Fee due [line (i) or line (v) multiplied
by line (vi)]: $ 0
Instruction: Issuers should complete lines (ii), (iii), (iv), and (v) only
if the form is being filed within 60 days after the close of
the issuer's fiscal year. See Instruction C.3.
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13. Check box if fees are being remitted to the Commission's lockbox
depository as described in section 3a of the Commission's Rules of
Informal and Other Procedures (17 CFR 202.3a). [ ]
Date of mailing or wire transfer of filing fees
to the Commission's lockbox depository: N/A
SIGNATURES
This report has been signed below by the following persons on behalf of the
issuer and in the capacities and on the dates indicated.
By (Signature and Title)* /s/ Paul A. Robinson
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Paul A. Robinson, Treasurer
Date 08/28/97
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*Please print the name and title of the signing officer below the signature.
August 27, 1997
Meridian Fund, Inc.
Suite 306
60 East Sir Francis Drake Boulevard
Larkspur, California 94939
Re: Issuance and Sale of 3,116,535 Shares of
Meridian Fund, Inc.; Rule 24f-2 Notice
SEC File Nos. 2-90949; 811-04014
Ladies and Gentlemen:
Meridian Fund, Inc. (the "Company") has requested our opinion in
connection with the sale by the Company of 3,116,535 shares of the Company,
aggregating the sales of two separate series (the "Shares") during the period
July 1, 1996 through June 30, 1997 inclusive ("Fiscal 1997"). We understand
that a copy of this opinion will be provided to the Securities and Exchange
Commission pursuant to Rule 24f-2(b)(1) under the Investment Company Act of
1940, as amended.
We have examined documents relating to the organization of the
Company and the authorization for registration and issuance of shares of the
Company. We have also examined a certificate of the Secretary of the Company
relating to the number of shares of the Company sold during Fiscal 1997.
Based upon and subject to the foregoing, we are of the opinion that:
The issuance and sale of the Shares of the Company have been duly
and validly authorized by all appropriate corporate action, and assuming
delivery by sale or in accord with a dividend reinvestment plan, in accordance
with the description set forth in the Company's current prospectuses under the
Securities Act of 1933, the shares have been duly authorized and were legally
issued, fully paid and nonassessable.
We consent to the submission of a copy of this opinion to the
Securities and Exchange Commission in connection with the filing of the
Company's Rule 24f-2 Notice for Fiscal 1997, as contemplated in Rule
24f-2(b)(1) under the Investment Company Act of 1940, as amended.
The opinion given above is subject to the condition that the Company
shall have complied with the provision of any applicable laws, regulations,
and permits of any state or foreign country in which any of the Shares was
sold.
Very truly yours,
/s/ MORRISON & FOERSTER LLP
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MORRISON & FOERSTER LLP
