Exhibit (h)(1)(b)
AMENDMENT TO THE SHAREHOLDER SERVICES AGREEMENT
THIS AMENDMENT, dated as of February 25, 2000 is made to the Shareholder
Services Agreement dated February 5, 1994 (the "Agreement") between Meridian
Fund, Inc. (the "Fund") and First Data Investor Services Group, Inc. (n/k/a PFPC
Inc.) ("PFPC").
WITNESSETH
WHEREAS, PFPC provides certain support services to banks and other
financial institutions ("Clients") which offer mutual fund-based asset
allocation, supermarket and/or other similar products requiring sub-accounting
services ("Wrap Program(s)") to their respective customers ("Wrap Program
Participants"); and
WHEREAS, the Fund desires to make shares of the Funds ("Shares") available
through the Wrap Programs offered by the Clients and in connection therewith
retain PFPC to perform certain services described herein and PFPC is willing to
provide such services.
NOW THEREFORE, the Fund and PFPC agree that as of the date first
referenced above, the Agreement shall be amended as follows:
1. All references to "First Data Investor Services Group, Inc." and "Investor
Services Group" are hereby deleted and replaced with "PFPC Inc." and "PFPC"
respectively.
2. In addition to the services set forth in the Agreement, PFPC agrees to
perform the services specified in the attached Schedule A (the "Services") for
the benefit of the Wrap Program Participants who maintain shares of the Fund
through Wrap Programs and PFPC accepts such appointment. PFPC may subcontract
with the Clients to link the PFPC System with the Clients, in order for the
Clients to maintain Fund shares positions for each Wrap Program Participant.
3. As compensation for services rendered by PFPC during the term of this
Amendment, the Fund will pay to PFPC a fee or fees as set forth in the attached
Schedule B. The Fund acknowledges that PFPC receives float benefits and
investment earnings in connection with maintaining certain accounts required to
provide services under this Agreement.
4. This Amendment contains the entire understanding between the parties with
respect to the transactions contemplated hereby. To the extent that any
provision of this Amendment modifies or is otherwise inconsistent with any
provision of the Agreement and related agreements, this Amendment shall control,
but the Agreement and all related documents shall otherwise remain in full force
and effect.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their duly authorized officers, as of the day and year first above
written.
MERIDIAN FUND, INC.
/s/ Xxxxx X. Xxxxxxx
By: Xxxxx X. Xxxxxxx
Title: Treasurer, Meridian Fund, Inc.
PFPC INC.
(f/k/a First Data Investor Services Group, Inc.)
By:
Title:
SCHEDULE A
SERVICES
1.Transmit to the Fund purchase, redemption and related instructions and
facilitate money settlement with respect to the Omnibus Accounts, which shall be
registered as "PFPC FB/O [Client] Wrap Program". Such activities shall be
performed as set forth in the attached Exhibit 1 of Schedule A.
2. Facilitate payment to Wrap Program Participants of the proceeds of
redemptions, dividends and other distributions.
3. As determined solely by PFPC in accordance with applicable rules and
regulations and with the assistance of the Fund or its designee, cause (a)
periodic account statements, (b) 1099R documentation, (c) proxies, prospectus
revisions, annual reports of the Funds, as are provided by the Fund or its
designee to be prepared and mailed to Wrap Program Participants.
4. Reconcile share positions for each Wrap Program and upon request
provide certification the Fund or it's designee with respect thereto. In
connection therewith, the Fund or it's designee shall provide to PFPC daily
confirmation of all trade activity and share positions for each Omnibus Account.
5. Maintain records for each Wrap Program Participant which shall reflect
shares purchased and redeemed, as well as account and share balances.
6. Act as service agent in connection with dividend and distribution
functions; shareholder account and administrative agent functions in connection
with the issuance, transfer, and redemption or repurchase of Fund shares. PFPC
shall create and maintain all records required of it pursuant to its duties
hereunder and as set forth herein pursuant to applicable laws,
rules and regulations, including records required by Section 31 (a) of the 1940
Act. Where applicable, such records shall be maintained for the periods and in
the places required by Rule 31 a-2 under the 1940 Act.
7. Upon reasonable notice by the Fund, PFPC shall make available during
regular business hours such of its facilities and premises employed in
connection with the performance of its duties under this Agreement for
reasonable visitation by the Fund, or any. person retained by the Fund as may be
necessary to evaluate the quality of the services performed pursuant hereto.
EXHIBIT 1 OF SCHEDULE A
On each day the New York Stock Exchange (the "Exchange") is open for business
(each, a "Business Day"), PFPC or its agents may receive trade instructions with
respect to the Wrap Programs and/or Wrap Program Participants for the purchase
or redemption of shares of the Funds ("Trade Instructions"). Trade Instructions
received in good order and accepted by PFPC or its agents prior to the close of
regular trading on the Exchange (the "Close of Trading") on any given Business
Day and transmitted to the Fund (i) by 11:59 p.m. EST if automated, and (ii)
6:00 p.m. EST if manual on such Business Day will be executed by the Fund or
it's designee at the net asset value determined as of the Close of Trading on
such Business Day. Any Trade Instructions received by PFPC, or its agents, on
such day but after the Close of Trading will be executed by the Fund at the net
asset value determined as of the Close of Trading on the next Business Day
following the day of receipt of such Trade Instructions. The day on which a
Trade Instruction is executed by the Fund pursuant to the provisions set forth
above is referred to herein as the "Effective Trade Date".
Upon the timely receipt from PFPC of the Trade Instructions described in
above paragraph, the Fund or it's designee will execute the purchase or
redemption transactions (as the case may be) with respect to each Wrap Program
at the net asset value computed as at the Close of Trading on the Effective
Trade Date. Such purchase and redemption transactions will settle on the
Business Day next following the Effective Trade Date. Payments for net purchase
and net redemption orders shall be made by wire transfer by PFPC (for net
purchases) or by the Fund or it's designee (for net redemptions) to the account
designated by the appropriate receiving party on the Business Day following the
Effective Trade Date. On any Business Day when the Federal Reserve Wire Transfer
System is closed, all communication and processing rules will be suspended for
the settlement of Trade Instructions. Trade Instructions will be settled on the
next Business Day on which the Federal Reserve Wire Transfer System is open and
the Effective Trade Date will apply.
In the event that PFPC is in receipt of Trade Instructions in good order
and is unable to transmit the Trade Instructions to the Fund or it's designee by
the above referenced deadlines, the Fund or it's designee will accept the trades
after such deadlines and before 9:00 a.m. EST on the day following the
"Effective Trade Date". PFPC will furnish the Fund or it's designee with an
estimate of the net purchase or net redemption activity no later than 9:00 a.m.
EST on the day following the "Effective Trade Date". Payments for purchases and
redemptions shall be made by wire transfer on the day following the "Effective
Trade Date".
SCHEDULE B
FEES
The Fund shall pay PFPC an annualized fee of zero basis points based on
the total assets held in each Omnibus Account maintained with Funds that is open
during any monthly period. These fees shall be billed by PFPC monthly in arrears
on a prorated basis of 1/12 of the annualized fee.