FORM OF AGREEMENT AND PLAN OF REORGANIZATIONAgreement and Plan of Reorganization • April 21st, 2015 • Meridian Fund Inc • Maryland
THIS AGREEMENT AND PLAN OF REORGANIZATION (the “Agreement”) is made as of this [ ] day of March, 2015 by Meridian Fund, Inc., a Maryland corporation (the “Acquiring Company”), on behalf of the Meridian Equity Income Fund (the “Acquiring Fund”); Professionally Managed Portfolios, a Massachusetts business trust (the “Selling Trust”), on behalf of the Jordan Opportunity Fund (the “Selling Fund”) (the Acquiring Fund and Selling Fund referred to herein as a “Fund” and collectively, the “Funds”); Arrowpoint Asset Management, LLC, the investment adviser to the Acquiring Fund (“Arrowpoint”), (for purposes of Sections 5.11, 5.13, 9.1, and 12.2 of the Agreement only); and Windowpane Advisors, L.L.C., the investment adviser to the Selling Fund (“Windowpane”) (for purposes of Sections 5.11, 5.13, and 12.2 of the Agreement only). The principal place of business of the Acquiring Company is 100 Fillmore Street, Suite 325, Denver, Colorado 80206; the principal place of business of the Selling Trust is
