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Meridian Fund Inc – ‘N-14/A’ on 4/20/15

On:  Monday, 4/20/15, at 7:48pm ET   ·   As of:  4/21/15   ·   Accession #:  1193125-15-138643   ·   File #:  333-202912

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 4/21/15  Meridian Fund Inc                 N-14/A      4/20/15    5:1.7M                                   RR Donnelley/FA
          → Jordan Opportunity Fund ⇒ JORDX
          → Meridian Hedged Equity Fund ⇒ Legacy Class (MEIFX)

Document/Exhibit                   Description                      Pages   Size 

 1: N-14/A      Pre-Effective Amendment to Registration Statement   HTML    709K 
                          of an Open-End Investment Company                      
                          (Business Combination)                                 
 3: EX-99.(11)  Miscellaneous Exhibit                               HTML     10K 
 4: EX-99.(14)(A)  Miscellaneous Exhibit                            HTML      5K 
 5: EX-99.(14)(B)  Miscellaneous Exhibit                            HTML      5K 
 2: EX-99.(4)   Miscellaneous Exhibit                               HTML     90K 

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File No. 333-202912

As filed with the Securities and Exchange Commission on April 21, 2015

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form N-14

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Pre-Effective Amendment No. 1  x

Post-Effective Amendment No.  ¨

(Check appropriate box or boxes)

MERIDIAN FUND, INC.^®

(Exact name of Registrant as Specified in Charter)

100 Fillmore Street

Suite 325

Denver, CO 80206

(Address of Principal Executive Offices) (Zip Code)

Registrant’s Telephone Number: (303) 398-2929

David Corkins

100 Fillmore Street

Suite 325

Denver, CO 80206

(Name and Address of Agent for Service)

With copies to:

Peter H. Schwartz, Esq.

Davis Graham & Stubbs LLP

1150 17th Street, Suite 500

Denver, CO 80202

Approximate Date of Proposed Public Offering: As soon as practicable after this Registration Statement becomes effective.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to Section 8(a), may determine.

Title of Securities Being Registered: Meridian Equity Income Fund.

No filing fee is due because the Registrant is relying on Section 24(f) of the Investment Company Act of 1940, as amended, pursuant to which it has previously registered an indefinite number of securities.

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Jordan Opportunity Fund

April 21, 2015

Dear Shareholder:

We are sending this information to you because you are a shareholder of the Jordan Opportunity Fund (the “Jordan Fund”), a series of Professionally Managed Portfolios (the “Trust”). After careful consideration, Windowpane Advisors L.L.C. (“Windowpane”), the current investment adviser to the Jordan Fund, has recommended to the Board of Trustees of the Trust (the “Board”) that the Jordan Fund be reorganized with and into the Meridian Equity Income Fund (the “Meridian Fund”), an existing series of Meridian Fund, Inc. (the “Reorganization”) advised by Arrowpoint Asset Management LLC (“Arrowpoint”). Under this proposal, Windowpane and Hellman Jordan Management Co., Inc., the current sub-adviser to the Jordan Fund, would no longer manage the Jordan Fund. The Board of the Trust has unanimously approved, and is recommending that shareholders of the Jordan Fund likewise approve, the Reorganization.

A special meeting of shareholders of the Jordan Fund (the “Special Meeting”) has been scheduled for 10:00 a.m., Pacific Time, on June 10, 2015 at 2020 E. Financial Way, Ste. 100, Glendora, California 91741, where shareholders of the Jordan Fund will be asked to vote on the Reorganization. A proxy statement/prospectus regarding the Special Meeting (the “Proxy Statement”), a proxy card for your vote at the meeting, and a postage-prepaid envelope in which to return your proxy card are enclosed.

If shareholders approve the Reorganization, your current shares in the Jordan Fund will be exchanged, upon completion of the Reorganization, for shares of the Meridian Equity Income Fund with an equal aggregate net asset value. This exchange is expected to be a tax-free exchange for shareholders of the Jordan Fund.

We realize that it may be difficult for you to attend the meeting and vote your shares in person. However, we do need your vote. You can vote by mail, by telephone, or by Internet, as explained in the enclosed materials. By voting promptly, you can help the Jordan Fund avoid the expense of additional mailings.

More information on the Jordan Fund, the Meridian Fund and on the proposed Reorganization is contained in the enclosed Proxy Statement. You should review the Proxy Statement carefully and retain it for future reference. Your vote is important to us. If you have questions about the enclosed materials, please call 1-866-751-6310. Representatives will be available to assist you Monday through Friday 9 a.m. to 10 p.m. Eastern Time.

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Jordan Opportunity Fund

(A series of Professionally Managed Portfolios)

c/o U.S. Bancorp Fund Services, LLC

P.O. Box 701 Milwaukee, WI 53201-0701

(800) 441-7013

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

TO BE HELD JUNE 10, 2015

To the Shareholders of the Jordan Opportunity Fund (the “Jordan Fund”), a series of Professionally Managed Portfolios (the “Trust”):

Notice is hereby given that a Special Meeting of Shareholders (the “Special Meeting”) of the Jordan Fund will be held on June 10, 2015 at 10:00 a.m. Pacific Time, in the offices of U.S. Bancorp Fund Services, LLC, located at 2020 E. Financial Way, Suite 100, Glendora, California 91741. The following matters will be considered and acted upon at that time:

The close of business on March 27, 2015 has been set as the record date for determining the Jordan Fund shareholders entitled to notice of and to vote at the Special Meeting or any adjournments or postponements thereof.

The Board of Trustees of the Trust recommends that you vote in favor of Proposals 1 and 2.

In the event that the necessary quorum to transact business or the vote required to approve the reorganization is not obtained at the Special Meeting, the persons named as proxies may propose one or more adjournments of the Special Meeting in accordance with the Trust’s Declaration of Trust and applicable law to permit such further solicitation of proxies as may be deemed necessary or advisable.

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*        *        *

Important Notice Regarding the Availability of Proxy Materials for the Special Meeting of Shareholders to be Held on June 10, 2015 or any adjournment or postponement thereof. This Notice and Proxy Statement and Prospectus (the “Proxy Statement”) are available on the Internet at www.proxyonline.com/docs/jordanopportunity.pdf. On this website, you will be able to access this Notice, the Proxy Statement and Prospectus, any accompanying materials and any amendments or supplements to the foregoing material that are required to be furnished to shareholders. To request a copy of this Notice, the Proxy Statement or a Form of Proxy please call 1-866-751-6310. The Jordan Fund provides annual and semi-annual reports to its shareholders that highlight relevant information, including investment results and a review of portfolio changes. Additional copies of the Jordan Fund’s most recent annual report and any more recent semi-annual report are available, without charge, by calling 1-800-441-7013, or by sending a written request to the Secretary of the Trust, Elaine E. Richards. We encourage you to access and review all of the important information contained in the proxy materials before voting.

We urge you to mark, sign, date and mail the enclosed proxy card in the postage-paid envelope provided (or take advantage of the telephone or Internet voting procedures described on the proxy card). Your prompt return of the enclosed proxy card will help ensure a quorum at the Special Meeting and avoid additional expenses associated with further solicitation. Voting via the Internet or telephone is fast, convenient, and your vote is immediately confirmed and tabulated. Most importantly, by using the Internet or telephone, you help us reduce postage and proxy tabulation costs. To vote your proxy by phone or via the Internet, please refer to the instructions found on the enclosed proxy ballot. Please do not return the enclosed proxy card if you are voting via the Internet or by telephone. If you wish to attend the Special Meeting and vote your shares in person at that time, you will still be able to do so.

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QUESTIONS & ANSWERS

Jordan Opportunity Fund

While we encourage you to read the full text of the enclosed Prospectus/Proxy Statement for the Jordan Opportunity Fund, here is a brief overview of the proposal which will require your vote.

A. Windowpane Advisors, L.L.C. (“Windowpane”), the investment adviser for the Jordan Opportunity Fund (the “Jordan Fund”), has recommended, and the Board of Trustees of Professionally Managed Portfolios (the “Trust”) has approved, a proposal to reorganize the Jordan Fund with and into the Meridian Equity Income Fund (the “Meridian Fund”, together with the Jordan Fund, the “Funds”), a series of Meridian Fund, Inc. (the “Reorganization”). Shareholders of the Jordan Fund must approve the Reorganization for the Reorganization to proceed.

A. If you are a shareholder of the Jordan Fund as of March 27, 2015, you are being asked to vote on a proposal to reorganize the Jordan Fund into the Meridian Fund. Upon the completion of the Reorganization, the Jordan Fund will distribute Legacy Class shares of the Meridian Fund pro rata to Jordan Fund shareholders, who will then become shareholders of the Meridian Fund.

A. The Jordan Fund’s current investment adviser, Windowpane, has advised the Board that the Jordan Fund’s investment style is largely incompatible with the preferences of many mutual fund buyers and financial intermediaries in the current environment. Windowpane noted that the Jordan Fund has a high turnover rate and a higher than average volatility, (as measured by standard deviation compared to the S&P 500 and its peer group) with lower than average performance. Windowpane advised the Board that it believes that the Meridian Fund, and its investment adviser, Arrowpoint Asset Management LLC (“Arrowpoint”), is better positioned to deliver performance in line with the expectations of Jordan Fund shareholders going forward and the Meridian Fund was expected to have more stable returns due to its income component, along with a lower risk profile and lower turnover. In addition, the Board considered that if the Reorganization is approved, shareholders would realize expense savings as total fund operating expenses would be reduced and the advisory fee would be lower. A more complete description of these and other factors the Board considered in approving the Reorganization is contained in the enclosed Prospectus/Proxy Statement. The Board, including all of the Trustees who are not “interested persons” (as defined in the Investment Company Act of 1940, as amended (the “1940 Act”), has unanimously approved the Reorganization and recommends that shareholders of the Jordan Fund vote in favor of the proposal.

A. The Jordan Fund’s investment objective is to seek capital appreciation. Similarly, the Meridian Fund’s investment objective is to seek long-term growth of capital with income as a component of total return. There are also differences between the principal investment strategies utilized by both Funds. Please review the “Comparison of Investment Objectives, Principal Investment Strategies, and Investment Policies” table in the Prospectus/Proxy Statement.

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A. The Meridian Fund’s principal investment risks include investment strategy risk, equity securities risk, market risk, income risk, small company risk, foreign securities risk, high yield bond risk and debt securities risk. The Jordan Fund’s principal investment risks are similar to those of the Meridian Fund and in addition include derivatives risk, portfolio turnover risk, and sector-focus risk. Certain of the Jordan Fund’s principal investment risks are comparable to the Meridian Fund’s principal investment risks. Please review the “Comparison of Principal Investment Risks” table in the Prospectus/Proxy Statement.

A. The procedures for purchase and redemption for both the Meridian Fund and the Jordan Fund are substantially similar, except that the Jordan Fund allows shareholders to utilize the Internet to a greater degree. The Meridian Fund also has exchange privileges between other funds of the Meridian Fund, Inc. The Jordan Fund has no such similar privileges. Please review the “Comparison of Purchase, Redemption, and Exchange Procedures” table in the Prospectus/Proxy Statement.

A. The Reorganization of the Jordan Fund with and into the Meridian Fund is intended to qualify as a tax-free reorganization for U.S. federal income tax purposes. Shareholders of the Meridian Fund are not expected to recognize any gain or loss for U.S. federal income tax purposes as a result of the Reorganization. Prior to the closing of the Reorganization, Professionally Managed Portfolios, if necessary, will declare a distribution to shareholders of the Jordan Fund which, together with all previous distributions, will have the effect of distributing to the Jordan Fund shareholders all of the Jordan Fund’s investment company taxable income (computed without regard to the deduction for dividends paid) and net realized capital gains, if any, through the closing.

Based on the December 31, 2014 financial statements and shares outstanding as of that date, the Jordan Fund projects that the disposition of securities held by the Jordan Fund would result in gains of approximately $2.5 million, which would be approximately $1.00 per share. Based on the same information, the estimated brokerage costs associated with the projected disposition would be approximately $5,100. Based on the Jordan Fund’s financial information as of the end of March 2015, an additional net long term gain of approximately $1.4 million was realized during the current fiscal year.

A. The base management fee for both the Meridian Fund and the Jordan Fund are the same at 1.00% of each Fund’s average daily net assets. The management fee for the Meridian Fund contains breakpoints whereby the fee will be reduced once assets in the Meridian Fund exceed $10 million. The Jordan Fund advisory fee does not have breakpoints. If the Reorganization is approved and consummated, the blended management fee for the Meridian Fund is expected to be 0.87%. The total operating expenses of the Meridian Fund Legacy Class as of December 31, 2014, before waivers, was 1.44%, which is lower than the total operating expenses of 1.58% for the Jordan Fund as of the same date. In addition, it is expected that after the consummation of the transactions, the total operating expenses of the combined Fund will be 1.15%, subject to recoupment of prior waivers and reimbursements by Arrowpoint. Finally, Arrowpoint has agreed, if operating expenses of the combined Fund were to increase after consummation of the Reorganization, to waive fees or reimburse fund expense to the extent necessary to limit total fund operating expenses for the Meridian Fund at 1.25%. This expense cap will be in place for at least two (2) years following the Reorganization. These lower fees and the expense cap are expected to provide meaningful expense savings to shareholders. Please review the “Comparison of Fees and Expenses” table in the Prospectus/Proxy Statement.

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A. No. Neither Windowpane, the current investment adviser to the Jordan Fund, nor Hellman Jordan Management Co., the current sub-adviser to the Jordan Fund, will provide advisory services to the Meridian Fund. Arrowpoint Asset Management, LLC, an SEC-registered investment adviser, currently serves as investment adviser to the Meridian Fund, and is expected to do so immediately following the Reorganization.

A. Assuming shareholders approve the Reorganization, the assets and liabilities of the Jordan Fund will be transferred to and/or assumed by the Meridian Fund. The Meridian Fund will set up an account in your name, and your account will receive shares of the Meridian Fund. After the Reorganization is completed, the Jordan Fund will liquidate. The value of the shares of the Meridian Fund you receive in the Reorganization will equal the value of the shares of the Jordan Fund you own immediately prior to the Reorganization.

A. Arrowpoint will pay all of the legal counsel and other expenses of the Meridian Fund and the Jordan Fund incurred in connection with the Reorganization, whether or not the Reorganization is approved and completed. The Reorganization expenses are estimated to be $75,500 in the aggregate, which includes, without limitation, board meeting fees and costs, and costs associated with the proxy solicitation of the Jordan Fund shareholders.

A. If approved by the shareholders, the Reorganization is anticipated to occur on or around the second half of June 2015. Shortly after completion of the Reorganization, it is expected that you will receive a confirmation statement reflecting your Meridian Fund account number and the number of shares of the Meridian Fund owned.

A. Approval of a Reorganization by the Jordan Fund will require the affirmative vote of more than 50% of the outstanding voting securities of the Jordan Fund.

If the shareholders do not approve the Reorganization, the Board of Trustees may consider other strategic alternatives for the Jordan Fund.

A. You can vote by mail, telephone or Internet using the enclosed proxy card, or in person at the Special Meeting.

A. You may revoke your proxy at any time before it is voted at the special meeting either (i) by sending a written revocation to the Secretary of the Trust as explained in the Prospectus/Proxy Statement; (ii) by properly executing a later-dated proxy that is received by the Trust at or prior to the special meeting; or (iii) by attending the Special Meeting and voting in person. Even if you plan to attend the Special Meeting, we ask that you return the enclosed proxy. This will help us ensure that an adequate number of shares are present for the Special Meeting to be held.

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A. Please call our proxy information line toll-free at 1-866-751-6310. Representatives are available Monday through Friday 9 a.m. to 10 p.m. Eastern Time.

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PROSPECTUS/PROXY STATEMENT

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PROSPECTUS/PROXY STATEMENT

April 21, 2015

This Prospectus/Proxy Statement (the “Prospectus/Proxy Statement”) is being furnished in connection with a solicitation of proxies by the Board of Trustees of Professionally Managed Portfolios (also referred to as the “Trust”), on behalf of the Jordan Opportunity Fund (the “Jordan Fund”), to be used at the Special Meeting of Jordan Fund Shareholders to be held on June 10, 2015 at 10:00 a.m. Pacific Time, in the offices of U.S. Bancorp Fund Services, LLC, located at 2020 E. Financial Way, Suite 100, Glendora, California 91741. The following matters will be considered and acted upon at that time:

The close of business on March 27, 2015 (the “Record Date”) has been set as the record date for determining the Jordan Fund shareholders entitled to notice of and to vote at the Special Meeting or any adjournments or postponements thereof.

It is proposed that the Jordan Fund transfer all of its assets to the Meridian Fund, in exchange for Legacy Class shares of the Meridian Fund and the assumption by the Meridian Fund of all liabilities of the Jordan Fund, all as more fully described in this Prospectus/Proxy Statement (the “Reorganization”). The Jordan Fund and the Meridian Fund are referred to collectively as the “Funds.” If approved by the shareholders of the Jordan Fund, the Reorganization is anticipated to occur on or around the second half of June 2015.

Upon completion of the Reorganization, each shareholder of the Jordan Fund will receive the number of full and fractional Legacy Class shares of the Meridian Fund equal in value as of the Valuation Time (as defined in the Plan of Reorganization) to the total value of the Jordan Fund shares held by that shareholder immediately prior to the Reorganization.

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The Jordan Fund and the Meridian Fund are each a separate series of separate open-end management investment companies. Arrowpoint Asset Management, LLC (“Arrowpoint”) currently serves as the investment adviser to the Meridian Fund and will continue to serve as investment adviser following the completion of the Reorganization. This Prospectus/Proxy Statement includes a comparison of the Jordan Fund against the Meridian Fund.

This Prospectus/Proxy Statement, along with the Notice of a Special Meeting of Shareholders and the proxy card, is being mailed on or about April 23, 2015 to shareholders of record as of March 27, 2015. It explains concisely what you should know before voting on the proposal. Please read it carefully and keep it for future reference.

To obtain directions to attend the Special Meeting, please call 1-866-751-6310. You may obtain free copies of the Jordan Fund’s annual reports, semi-annual reports, its prospectus, and statement of additional information, the statement of additional information for this Prospectus/Proxy Statement, or other information by calling 1-800-441-7013. You may request information about the Meridian Fund by calling 1-800-446-6662.

Like shares of the Jordan Fund, shares of the Meridian Fund are not deposits or obligations of, or guaranteed or endorsed by, any financial institution, and are not insured by the Federal Deposit Insurance Corporation, the Federal Reserve Board or any other governmental agency. You may lose money by investing in the Meridian Fund.

The securities offered by this Prospectus/Proxy Statement have not been approved or disapproved by the Securities and Exchange Commission (“SEC”), nor has the SEC passed upon the accuracy or adequacy of this Prospectus/Proxy Statement. Any representation to the contrary is a criminal offense.

This document is designed to give you the information you need to vote on the proposal with respect to the Jordan Fund. If there is anything you do not understand, please contact the Jordan Fund at 1-866-751-6310.

The Meridian Fund is subject to certain of the informational requirements of the Securities Exchange Act of 1934, as amended, and the Investment Company Act of 1940, as amended (the “1940 Act”), and files required reports, proxy statements and other information with the SEC. You may review and copy information about the Meridian Fund, including the statements of additional information, at the SEC’s public reference room at 100 F Street, N.E., Washington, D.C. 20549; at the Northeast Regional Office (3 World Financial Center, New York, New York 10281) and at the Midwest Regional Office (175 West Jackson Boulevard, Suite 900, Chicago, Illinois 60661). You may call the SEC at 202-551-5850 for information about the operation of the public reference room. You may obtain copies of this information, with payment of a duplication fee, by electronic request at the following e-mail address: publicinfo@sec.gov, or by writing to the SEC’s Public Reference Branch, Office of Consumer Affairs and Information Services, Securities and Exchange Commission, Washington, D.C. 20549. You may also access reports and other information about the Meridian Fund on the EDGAR database on the SEC’s Internet site at http://www.sec.gov.

The following documents have been filed with the SEC and are incorporated into this Prospectus/Proxy Statement by reference:

(i) the prospectus of the Jordan Fund, dated April 17, 2015;

(ii) the statement of additional information of the Jordan Fund, dated April 17, 2015;

(iii) the prospectus of the Meridian Fund, dated October 31, 2014;

(iv) the statement of additional information of the Meridian Fund, dated October 31, 2014, as supplemented on March 20, 2015;

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(v) the statement of additional information for this Prospectus/Proxy Statement relating to the proposed Reorganization, dated April 21, 2015 (the “Reorganization SAI”);

(vi) the financial statements, financial highlights and related report of the independent registered public accounting firm for the Jordan Fund included in its Annual Report to Shareholders for the fiscal years ended December 31, 2013 and December 31, 2014 and the Semi-Annual Report to its Shareholders, dated June 30, 2014; and

(v) the financial statements, financial highlights and related report of the independent registered public accounting firm for the Meridian Fund included in its Annual Report to Shareholders for the fiscal years ended June 30, 2013 and June 30, 2014 and its Semi-Annual Report to Shareholders, dated December 31, 2014, which is unaudited.

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PROPOSAL 1 – APPROVAL OF AGREEMENT AND PLAN OF REORGANIZATION

Overview of the Reorganization

At its meeting held on March 12-13, 2015, the Board considered the recommendation of Windowpane Advisors LLC (“Windowpane”), the Jordan Fund’s current investment adviser, that the Jordan Fund be reorganized with and into the Meridian Fund. In making this recommendation, Windowpane noted that the Jordan Fund experienced significant redemptions in the bear market of 2007 and 2008 and has been unable to attract meaningful assets since that time. Windowpane further advised the Board that the Jordan Fund’s investment style is largely incompatible with the preferences of many mutual fund buyers and financial intermediaries in the current environment. Windowpane noted that the Jordan Fund has a high turnover rate and a higher than average volatility, (as measured by standard deviation compared to the S&P 500 and its peer group) with lower than average performance. Windowpane advised the Board that it believes investors are seeking greater diversification amongst industries and securities, and less volatility, than that offered by the Jordan Fund. Windowpane advised the Board that it believes that the Meridian Fund, and its investment adviser, Arrowpoint Asset Management LLC (“Arrowpoint”), are better positioned to deliver performance in line with the expectations of Jordan Fund shareholders going forward and the Meridian Fund was expected to have more stable returns due to its income component, along with a lower risk profile and lower turnover.

The Board also considered that the Reorganization was expected to provide meaningful expense savings to shareholders. The Board considered that total expenses of the Meridian Fund as of December 31, 2014 were 1.44%, before waivers, as compared to 1.58% for the Jordan Fund. In addition, the Board considered that after consummation of the Reorganization, the total expenses of the combined Fund was expected to be 1.15%, subject to recoupment of prior waivers and reimbursements by Arrowpoint. Finally, the Board considered that Arrowpoint has agreed, if fund expenses were to increase after consummation of the Reorganization, to waive fees or reimburse fund expense to the extent necessary to cap total fund operating expenses for the Meridian Fund at 1.25%. This expense cap will be in place for at least two (2) years following the Reorganization. The Board further considered that while the base management fee for Arrowpoint was the same as the advisory fee for Windowpane at 1.00%, of average daily net assets, the Arrowpoint management fee contained breakpoints which would result in further fee reductions if assets were to grow above $10 million. Therefore, if the Reorganization is consummated, the total assets of the Meridian Fund are expected to exceed $50 million which would result in a blended advisory fee of 0.87% and a total expense ratio, before waiver of 1.15%. These lower fees and the expense cap are expected to provide meaningful expense savings to shareholders. The Board further noted that the Meridian Fund did not make use of a sub-adviser, providing a more simplified and straightforward investment management structure than the Jordan Fund.

The Board reviewed information about the Meridian Fund and Arrowpoint. The Board noted that Arrowpoint has been managing the Meridian Fund since September 2013 and therefore has just over one (1) year of performance information managing the Fund. The Board considered that while the performance of the Meridian Fund and the Jordan Fund have been roughly comparable since Arrowpoint began managing the Meridian Fund, the Board also considered that such short-term performance was of limited utility. The Board also considered the differences in the investment objectives, principal investment strategies, non-fundamental limitations and risks of each Fund. The Board took into account that the Meridian Fund experienced significant redemptions in the prior two years. The Board considered that Arrowpoint had represented to the Board that the redemption followed the death of one of the founders of the Meridian Fund and settling of his estate. The Board also considered alternatives to the proposed Reorganization, including the potential liquidation of the Jordan Fund. The Board took into account that the liquidation of the Jordan Fund would result in the realization of taxable gains for all shareholders that would be greater than what was expected to be realized as a result of the proposed Reorganization. The Board also took into account that the liquidation of the Jordan Fund would deny shareholders who wished to be invested in the Meridian Fund with the opportunity to do so by way of a tax free exchange from the Jordan Fund and that shareholders of the Jordan Fund who purchased their shares within 60 days of the Reorganization but did not wish to be invested in the Meridian Fund could redeem their shares prior to the Reorganization without the imposition of the 2.00% redemption fee that otherwise would apply to such redemption.

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The Board also considered the following matters, among others, in approving Proposal 1:

The Board also considered that Windowpane (through one of its principals) is subject to a conflict of interest in making this recommendation. A principal of Windowpane, Michael Stolper, has several relationships with Windowpane, the Jordan Fund, and the Meridian Fund. With respect to Windowpane, he is a principal of the company. With respect to the Jordan Fund, he is a principal of the adviser to the Jordan Fund and an approximately 20% owner of the Jordan Fund. With respect to the Meridian Fund, he is a member of the Board of Directors and a less than 1% owner of the Meridian Fund. The Board also noted that if the Reorganization were to occur, Windowpane would receive compensation from Arrowpoint equal to .30% (30 basis points) for all assets that are retained at the time of conversion (base amount) and .25% (25 basis points) on the appreciation of base amount, monthly for a period of 10 years. As a result, Mr. Stolper could benefit from the Reorganization by being able to convert his shares of the Jordan Fund into shares of the Meridian Fund as a tax-free exchange under the federal securities laws. However, the tax-fee exchange benefit is one that would be realized by all Jordan Fund shareholders. Mr. Stolper also could benefit from the Reorganization through the compensation that Windowpane would be receiving from Arrowpoint. However, this compensation would be less than the benefit that Mr. Stolper would receive if the Jordan Fund were to continue its operations. Because of these conflicts, Mr. Stolper abstained from voting on the Reorganization in his capacity as a director of the Meridian Fund.

On the basis of these considerations and the additional reasons discussed below under “Further Information About the Proposed Reorganization – Reasons for the Reorganization,” the Board of Trustees of the Trust has concluded that: (1) the Reorganization is in the best interests of the Jordan Fund and its shareholders, and (2) the interests of the existing shareholders of the Jordan Fund will not be diluted as a result of the Reorganization. Accordingly, the Board of Trustees of the Trust unanimously recommends approval of the Reorganization.

COMPARISON OF INVESTMENT OBJECTIVES, PRINCIPAL INVESTMENT STRATEGIES, AND INVESTMENT POLICIES

The Jordan Fund has similar, but not identical, investment objectives and principal investment strategies as the Meridian Fund. Non-fundamental policies can be changed by the applicable board without shareholder approval. This section summarizes the key differences. Please be aware, however, that this is only a brief discussion. More complete information may be found in the Jordan Fund’s and the Meridian Fund’s respective prospectuses and statements of additional information.

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COMPARISON OF PRINCIPAL INVESTMENT RISKS

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COMPARISON OF FEES AND EXPENSES

The following tables summarize the fees and expenses you may pay as an investor in the Meridian Fund, the expenses that the Jordan Fund incurred for the fiscal year ended December 31, 2014, the expenses for the Meridian Fund for the fiscal year ended June 30, 2014, and the pro forma estimated expense ratios of the Meridian Fund assuming consummation of the Reorganization, which is anticipated to occur on or around the second half of June 2015.

The tables are provided to help you understand the expenses of investing in the Meridian Fund and your share of the operating expenses that the Meridian Fund incurs and that Arrowpoint expects the Meridian Fund to incur in the first year following the Reorganization.

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Examples

This example is intended to help you compare the costs of investing in the Meridian Fund, the Jordan Fund, and the proposed combined fund (collectively, the “Funds”). This example assumes that you invest $10,000 in each of the Funds for the time periods indicated and then redeem all of your shares at the end of those periods. This example also assumes that your investment has a 5% return each year and that each of the Fund’s operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

Portfolio Turnover

The Jordan Fund and the Meridian Fund pay transaction costs, such as commissions, when they buy and sell securities (or “turn over” their portfolios). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the fund’s performance. During the most recently completed fiscal year, the Jordan Fund’s portfolio turnover rate was 176% of the average value of its portfolio. For the six month period ended December 31, 2014, the Meridian Fund’s portfolio turnover rate was 113% of the average value of its portfolio.

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COMPARISON OF PURCHASE, REDEMPTION, AND EXCHANGE PROCEDURES

This section will help you compare the procedures for purchasing, redeeming and exchanging shares of the Jordan Fund with the corresponding procedures of the Meridian Fund. Please be aware that this is only a brief discussion. More complete information may be found in the respective prospectuses and statements of additional information for the Jordan Fund and the Meridian Fund.

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COMPARISON OF VALUATION PROCEDURES

Both the Jordan Fund and the Meridian Fund calculate the fund shares’ net asset value (“NAV”) at the close of the New York Stock Exchange (normally, 4:00 p.m. Eastern Time) on each weekday except days when the New York Stock Exchange is closed. The Jordan Fund determines NAV by taking the market value of the Fund’s total assets, subtracting the Fund’s liabilities and then dividing the result (net assets) by the number of the Fund’s shares outstanding. The Meridian Fund uses a substantially similar process. NAV for the Meridian Fund shares is determined by totaling the value of all of the portfolio securities, cash and other assets, and subtracting from that all liabilities, including accrued expenses, attributable to a class. The total NAV is then divided by the total number of outstanding shares of the class to determine the NAV for each share. Both Funds base the value of securities primarily on market quotes that are readily available at current market value. If the markets are not open or not available to accurately value the securities, both Funds rely on their boards to make a determination of the fair value of securities.

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PERFORMANCE INFORMATION

Jordan Fund

The following bar chart and table illustrate the risks of investing in the Jordan Fund by showing the changes of the Jordan Fund’s performance from year to year. The bar chart shows the performance of the Jordan Fund’s shares. The accompanying table compares the Jordan Fund’s shares’ average annual total returns to those of a market index at one year, five years, and ten years. A brief description of the market index is included in the footnotes below. As with all mutual funds, how the Jordan Fund has performed in the past (before and after taxes) is not an indication of how it will perform in the future. Updated performance is available on the Jordan Fund’s website at www.jordx.com.

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Calendar Year Annual Returns

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The following table compares the Jordan Fund’s average annual total returns over time to those of the S&P 500 Index.

Average Annual Total Returns

(for periods ended December 31, 2014)

Meridian Fund

The following bar chart and table illustrate the risks of investing in the Meridian Fund by showing the changes of the Meridian Fund’s performance from year to year. The table shows how the Meridian Fund’s average annual returns compare with those of the Meridian Fund’s benchmark, the S&P 500^® Index. The Fund’s past performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future. Updated performance information for the Fund may be obtained by visiting www.meridianfund.com or by calling 1-800-446-6662.

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Year-by-Year Total Returns as of 12/31

Average Annual Total Returns

(For the periods ended December 31, 2014)

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OTHER COMPARISONS BETWEEN

THE JORDAN FUND AND THE MERIDIAN FUND

Investment Advisers and Portfolio Managers

Jordan Fund

Windowpane Advisors, L.L.C. (“Windowpane”), located at 550 W. C Street, Suite 960, San Diego, California 92101, acts as the investment adviser to the Jordan Fund. It supervises the investment of the Jordan Fund’s assets and oversees the sub-adviser, subject to the policies and controls of the Jordan Fund’s Board of Trustees. Windowpane is an affiliate of Stolper & Co., Inc. Michael Stolper is President and majority owner of Stolper & Co. Mr. Stolper also has fifty-percent managing control of Windowpane and is an interested director of the Meridian Fund. Mr. Stolper is treated as an “interested” person of the Meridian Fund, as such term is defined in the 1940 Act, because, as a result of his prior ownership interest in the previous investment adviser to the Meridian Equity Income Fund, Meridian Growth Fund, and Meridian Contrarian Fund, Aster Investment Management Co., Inc., (“Aster”), he receives a pro rata portion of the payment consistent with his ownership interest in Aster pursuant to an asset purchase agreement between Arrowpoint and Aster.

The Jordan Fund’s Sub-Advisor is Hellman, Jordan Management Co., Inc. (“Hellman Jordan”). Hellman Jordan is responsible for managing the Jordan Fund’s investment portfolios. The Portfolio Manager is Gerald Reid Jordan, President and Senior Portfolio Manager of the Sub-Adviser. After graduating from Harvard College, Mr. Jordan spent three years as a Position Trader for Salomon Brothers in New York City before attending Harvard Business School. Upon graduation, he founded and managed Lighthouse Management, L.P., a small investment firm. He joined Hellman Jordan in 1996 and since 2003 has served as Senior Portfolio Manager for its separately-managed accounts. He has been Portfolio Manager of the Jordan Fund since its inception in 2001. Mr. Jordan also managed the limited partnership (which later converted into the Jordan Fund) since 1997. The Jordan Fund SAI provides additional information about the Portfolio Manager’s compensation, other accounts and ownership of any securities that the Portfolio Manager holds in the Jordan Fund. Windowpane and Hellman Jordan will not be the investment advisers and will not be involved with the Meridian Fund after the Reorganization.

Meridian Fund

Arrowpoint Asset Management, LLC (“Arrowpoint”), located at 100 Fillmore St., Suite 325, Denver, CO 80206, acts as the investment adviser to the Meridian Fund and will continue to serve as investment adviser following the completion of the Reorganization. It supervises the investment of the Meridian Fund’s assets and places orders with securities broker/dealers for the purchase or sale of securities on behalf of the Meridian Fund, subject to the policies and controls of the Meridian Fund’s Board of Directors.

Arrowpoint is owned by its principals, David Corkins, Karen Reidy, and Minyoung Sohn. Arrowpoint’s Portfolio Managers are responsible for buying and selling securities for the Meridian Fund as they see fit, guided by the Meridian Fund’s investment objectives, principal investment strategies, and investment policies. The Portfolio Manager for the Meridian Fund is Minyoung Sohn, CFA. Mr. Sohn, joined Arrowpoint in 2008 and serves as Portfolio Manager of the Meridian Fund effective October 31, 2014. The Meridian Fund SAI provides additional information about the Portfolio Manager’s compensation, other accounts and ownership of any securities that the Portfolio Manager holds in the Meridian Fund.

Advisory Agreements

Jordan Fund

Windowpane provides the Jordan Fund with investment management services under an Investment Advisory Agreement. Under the Investment Advisory Agreement, Windowpane furnishes all investment advice, office space, certain administrative services, and provides most of the personnel needed by the Jordan Fund. As compensation for its services, Windowpane is entitled to a monthly fee at the annual rate of 1.00% based upon the

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average daily net assets of the Jordan Fund. The Jordan Fund’s annual report for the year ended December 31, 2014 includes a discussion of certain factors that the Board of Trustees of Professionally Managed Portfolios considered in approving the Jordan Fund’s advisory agreement with Windowpane.

Subject to the general oversight of the Jordan Fund’s Board and the overall supervision and control of Windowpane, HJM, located at 125 High Street, Suite 800, Boston, Massachusetts 02110, makes decisions regarding the investment and reinvestment of Jordan Fund assets. For sub-advisory services provided to the Jordan Fund, HJM receives a fee from Windowpane at an annual rate of 0.50% of the Jordan Fund’s average daily net assets up to $100 million, plus 0.60% of assets between $100 million and $250 million plus 0.75% of assets over $250 million. A discussion regarding the basis for the Board’s approval of the Jordan Fund’s Sub-Advisory Agreement is available in the Annual Report for the period ended December 31, 2014.

Meridian Fund

If the Reorganization is approved by the shareholders of the Jordan Fund, Arrowpoint, subject to the general supervision of the Meridian Fund, Inc. Board of Directors, will be the Meridian Fund’s investment adviser and will be responsible for the overall and day-to-day management of the assets of the Meridian Fund in accordance with the Meridian Fund’s investment objectives, principal investment strategies, and investment policies. Arrowpoint receives advisory fees from the Meridian Fund paid monthly based on an annual rate of 1.00% up to the first $10 million, 0.90% on the next $20 million, 0.80% on the next $20 million, and 0.70% on assets greater than $50 million of the Meridian Fund’s average daily net assets. The Meridian Fund’s semi-annual report for the six-month period ended December 31, 2014 includes a discussion of certain factors that the Board of Directors of Meridian Fund, Inc. considered in approving the Meridian Fund’s advisory agreement with Arrowpoint.

Distribution/Service (12b-1) Fees

The Jordan Fund and the Meridian Fund Legacy Class do not have Rule 12b-1 plans. Accordingly, neither pays for distribution out of its assets.

Trustees, Directors and Officers

Jordan Fund

The trustees and officers of the Professionally Managed Portfolios (of which the Jordan Fund is a series) are different from those of Meridian Fund, Inc. (of which the Meridian Fund is a series). The following individuals comprise the Board of Trustees of Professionally Managed Portfolios: Dorothy A. Berry (Chairman), Wallace L. Cook, Eric W. Falkeis, Carl A. Froebel, and Steven J. Paggioli. The Officers of the trust are Elaine E. Richards (President and Secretary), Eric VanAndel (Treasurer), and Donna Barrette (Vice President, Chief Compliance Officer, and Anti-Money Laundering Officer).

Meridian Fund

The following individuals comprise the Board of Directors of Meridian Fund, Inc. (the “Corporation”, of which the Meridian Fund is a series) and who will continue to serve as the directors of the Corporation following the Reorganization: James B. Glavin, (Chairman), John S. Emrich, Michael S. Erickson, Edward Keely, and Michael Stolper. The Officers of the Corporation are David Corkins (President), Rick Grove (Vice President, Secretary, and Chief Compliance Officer), Derek Mullins (Chief Financial Officer and Treasurer), and Katie Jones (Assistant Treasurer).

Independent Registered Public Accounting Firms (“Auditors”)

The Jordan Fund’s Auditor is Tait, Weller & Baker LLP. The Meridian Fund’s Auditor is PricewaterhouseCoopers LLP.

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Other Service Providers

Jordan Fund

Quasar Distributors, LLC (“Quasar”), located at 615 East Michigan Street, Milwaukee, Wisconsin 53202, serves as principal distributor of the Jordan Fund. Quasar acts as the Jordan Fund’s principal underwriter and distributor and provides certain administration services and promotes and arranges for the sale of the Fund’s shares.

U.S. Bancorp Fund Services (“USBFS”), an indirect wholly-owned subsidiary of U.S. Bancorp, located at 615 East Michigan Street, Milwaukee, Wisconsin 53202, serves as the Jordan Fund’s administrator. USBFS also acts as fund accountant, transfer agent and dividend disbursing agent for the Jordan Fund.

US Bank National Association, located at 1555 North River Center Drive, Suite 302, Milwaukee, Wisconsin 53212, serves as custodian of the Jordan Fund.

Meridian Fund

Destra Capital Investments LLC, located at One North Wacker Drive, 48^th Floor, Chicago, IL 60606 (“Destra”), a related entity of Arrowpoint, has entered into a distribution agreement with the Corporation. Destra and its affiliates may pay commissions, distribution fees and/or other compensation to entities for selling Corporation shares and providing certain distribution-related services to the Corporation’s shareholders. Destra also may receive, and may direct to other eligible financial intermediaries, compensation for providing, directly or indirectly, personal/liaison and related shareholder support services to Corporation shareholders, and may be reimbursed for providing omnibus account services.

BNY Mellon Investment Servicing (US) Inc. serves as transfer agent, redemption, dividend disbursing agent for the Meridian Fund and may, in certain circumstances, also serve as shareholder servicing agent. BNY Mellon Investment Servicing (US) Inc. is located at 760 Moore Road, King of Prussia, PA 19406.

The Bank of New York Mellon is located at One Wall Street, New York, New York, 10286, and serves as custodian of all securities and funds owned by the Meridian Fund.

Charter Documents

The Jordan Fund is a series of Professionally Managed Portfolios, a Massachusetts business trust, and the Meridian Fund is a series of Meridian Fund, Inc., a Maryland corporation. The Trust and the Corporation are governed by their respective governing instruments, by-laws and state laws. Additional information about the governing documents of Professionally Managed Portfolios and Meridian Fund, Inc., is provided below.

Shares

Jordan Fund

Professionally Managed Portfolios, of which the Jordan Fund is a series, is authorized to issue an unlimited number of shares of beneficial interest, which may be divided into separate and distinct series or classes. The series and classes have the rights, powers and duties set forth in Professionally Managed Portfolio’s Amended and Restated Agreement and Declaration of Trust (the “PMP Declaration”) and its Amended and Restated Bylaws (the “PMP Bylaws”).

Meridian Fund

Meridian Fund Inc., of which the Meridian Fund is a series, is authorized to issue 500,000,000 shares of beneficial interest, $0.01 par value, from the Legacy Class series of shares. Shares of each series of Meridian Fund, Inc. have no preemptive or conversion rights.

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Voting Rights

Holders of shares of the Professionally Managed Portfolios have one vote for each share held, and a proportionate fraction of a vote for each fractional share. On any matter submitted to a vote of shareholders of the Professionally Managed Portfolios, shares are voted by series and not in the aggregate, except when voting in the aggregate is required by the 1940 Act or when the Professionally Managed Portfolios Board of Trustees determines that the matter affects one or more series or classes of a series. All shares issued and outstanding are fully paid and are non-assessable, transferable and redeemable at the option of the shareholder. Shares have no preference, appraisal, conversion or exchange rights.

The PMP Declaration provides that shareholders shall have the power to vote only on: (1) the election of trustees; (2) whether or not a court action should be brought derivatively or as a class action on behalf of Professionally Managed Portfolios or the shareholders; (3) the termination of Professionally Managed Portfolios or any of its series; or (4) such additional matters as may be required by the PMP Declaration, the PMP Bylaws, Professionally Managed Portfolio’s registration with the U.S. Securities and Exchange Commission or any state, or as the Board may consider necessary or desirable.

On each matter submitted to a vote of shareholders of the Meridian Fund, Inc., each shareholder is entitled to one vote for each whole share and proportionate fraction of a vote for each fractional share. On any matter submitted to a vote of shareholders of the Meridian Fund, Inc., shares are voted by series and not in the aggregate, except when voting in the aggregate is required by the 1940 Act, Maryland General Corporation Law or the Meridian Fund, Inc. governing documents. All shares issued and outstanding are fully paid and are non-assessable, transferable and redeemable at the option of the shareholder. Shares have no pre-emptive rights.

Shareholder Meetings

Meetings of the shareholders of the Jordan Fund may be called by the Board for the purpose of election of trustees and for such other purposes as may be prescribed by law, by the PMP Declaration or by the PMP Bylaws. Meetings of the Jordan Fund shareholders may also be called by the Board from time to time for the purpose of taking action upon any other matter deemed by the Board to be necessary or desirable. A meeting of the Jordan Fund shareholders may be held at any place designated by the Board. Written notice of any meeting of the Jordan Fund shareholders shall be given or caused to be given by the Board by mailing such notice at least seven (7) days before such meeting, postage prepaid, stating the time and place of the meeting, to each shareholder at the shareholder’s address as it appears on the records of the Jordan Fund. The PMP Declaration provides that, except when a larger quorum is required by applicable law, the Bylaws or Declaration of Trust forty percent (40%) of the outstanding shares entitled to vote shall constitute a quorum at a shareholders’ meeting. When a quorum is present at a meeting, a majority of the shares voted shall decide any questions and a plurality of votes shall elect a trustee, except when a larger vote is required by any provision of Professionally Managed Portfolio’s governing documents or by applicable law. Any meeting of shareholders may be adjourned from time to time by a majority of the votes properly cast upon the question of adjourning a meeting to another date and time, whether or not a quorum is present, and the meeting may be held as adjourned within a reasonable time after the date set for the original meeting without further notice.

The annual meeting of shareholders of the Meridian Fund, Inc. shall be held in the month of October, at such time as may be designated from time to time by the Board of Directors for the election of directors and the transaction of any business within the powers of the Corporation, except that the Corporation shall not be required to hold an annual meeting in any year in which none of the following matters is required to be acted upon by shareholders under the Investment Company Act of 1940: election of directors, approval of the Investment Advisory and Service Agreement, ratification of the selection of independent public accountants or approval of the Distribution Agreement. Special meetings may be called in the interim by the Chairman of the Board or the President or by a majority of the Board of Directors by vote at a meeting or in writing with or without a meeting. Special meetings of the Meridian Fund shareholders shall be called by the Secretary upon the written request of the holders of shares entitled to not less than 25% of all the votes entitled to be cast at such meeting, provided that (a) such request shall state the purposes of such meeting and the matters proposed to be acted on, and (b) the shareholders requesting such meeting shall have paid to Meridian Fund, Inc. the reasonably estimated cost of preparing and mailing the notice thereof, which cost estimate the Secretary of Meridian Fund, Inc. shall determine and specify to such shareholders. Notwithstanding the above requirements for a special meeting, a request from more than a majority of all votes entitled to be cast at such meeting shall be required for a special meeting to be called to consider any matter which is substantially the same as a matter voted upon at any special meeting of the shareholders held during the preceding twelve months.

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Shareholder Liability

The Massachusetts statute governing business trusts (the “Massachusetts Statute”) does not include an express provision relating to the limitation of liability of the beneficial owners of a Massachusetts business trust (“MBT”). The PMP Declaration provides that neither Professionally Managed Portfolios nor the Board, nor any officer, employee or agent of Professionally Managed Portfolios shall have any power to bind personally any Jordan Fund shareholders, nor, except as specifically provided herein, to call upon any shareholder for the payment of any sum of money or assessment whatsoever other than such as the shareholder may at any time personally agree to pay. Professionally Managed Portfolios shall indemnify and hold each shareholder harmless from and against all claims and liabilities to which such shareholder may become subject by reason of being or having been a shareholder and such shareholder shall be entitled out of the assets of the trust to be held harmless from and indemnified against all loss and expense arising from such liability.

Meridian Fund shareholders generally are not personally liable for debts or obligations of the Meridian Fund or the Meridian Fund, Inc. under Maryland law.

Director/Trustee and Officer Liability

The Massachusetts Statute does not include an express provision limiting the liability of the Trustees of a MBT. The PMP Declaration provides that no trustee, officer, employee or agent of Professionally Managed Portfolios shall be subject to any personal liability whatsoever, except that the Trustees are not protected from any liability to which they may be subject as a result of their bad faith, willful misfeasance, gross negligence or reckless disregard in discharging their duties to Professionally Managed Portfolios or its shareholders (“Disqualifying Conduct”). Claimants may only look to the property of Professionally Managed Portfolios or the appropriate series for satisfaction of claims arising in connection with the affairs of Professionally Managed Portfolios. If any trustee, officer, employee or agent of Professionally Managed Portfolios is made a party to any suit or proceeding to enforce any such claim, he or she shall not be held to any personal liability.

The PMP Declaration provides that every person who is, or has been, a trustee or officer of Professionally Managed Portfolios shall be indemnified by Professionally Managed Portfolios to the fullest extent permitted by law. This indemnification covers all liability and expenses reasonably incurred or paid in connection with any proceeding in which he or she becomes involved because of being or having been a trustee or officer. The PMP Bylaws further provide, however, that no indemnification shall be provided to a trustee or officer: (1) for any liability to Professionally Managed Portfolios or the shareholders arising from Disqualifying Conduct; (2) for any matter where the trustee or officer has been finally adjudged to be liable in the performance of his or her duty to Professionally Managed Portfolios unless a legal determination has been made that the person was not liable because he or she engaged in Disqualifying Conduct; or (3) in the event of a settlement resulting in a payment by a trustee or officer, unless there has been a determination that the trustee or officer did not engage in Disqualifying Conduct.

The Meridian Fund, Inc. indemnifies its directors, officers, employees, and agents against all liabilities and expenses incurred by reason of being a director, officer, employee or agent to the fullest extent permitted by law. However, no indemnification may be made by the Meridian Fund, Inc. in the absence of a judicial or administrative determination absolving the prospective indemnitee of liability to the Meridian Fund, Inc. or its security holders unless, based upon a review of all material facts, (1) a majority of a quorum of directors who are neither interested persons of the Meridian Fund, Inc. nor parties to the proceeding, or (2) legal counsel in a written opinion, concludes that such person was not guilty of willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties initiated in the conduct of his office.

The foregoing is a very general summary of certain provisions of the articles of incorporation, trust instruments, and bylaws and state laws governing the Jordan Fund and the Meridian Fund. It is qualified in its entirety by reference to the respective articles of incorporation, trust instruments, bylaws, and state laws.

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FURTHER INFORMATION ABOUT THE PROPOSED REORGANIZATION

General

At the Special Meeting, shareholders of the Jordan Fund will be asked to approve the following proposal:

Approval of an Agreement and Plan of Reorganization (the “Plan”) and the transactions it contemplates, including the transfer of all the assets of the Jordan Opportunity Fund, a series of Professionally Managed Portfolios (“Jordan Fund”) to the Meridian Equity Opportunity Fund, a series of Meridian Fund, Inc. (“Meridian Fund”) in exchange for shares of the Meridian Fund and the assumption by the Meridian Fund of all liabilities of the Jordan Fund, and the distribution of such shares to the shareholders of the Jordan Fund in complete liquidation and termination of the Jordan Fund.

Shareholders of record at the close of business on March 27, 2015 are entitled to receive notice of and to vote at the Special Meeting.

If the proposal is approved, the Reorganization will take place pursuant to the Plan, a form of which is attached to this Prospectus/Proxy Statement as Appendix A.

Agreement and Plan of Reorganization

The Reorganization is structured as a transfer of all the assets of the Jordan Fund to the Meridian Fund in exchange for the assumption by the Meridian Fund of all the liabilities of the Jordan Fund and for the issuance and delivery of Meridian Fund shares pro rata to Jordan Fund shareholders, who will then become shareholder of the Meridian Fund.

After receipt of the Meridian Fund Shares, pro rata to Jordan Fund shareholders, the legal existence of the Jordan Fund as a series of Professionally Managed Portfolios will be terminated. Each shareholder of the Jordan Fund will receive the number of full and fractional shares of the Meridian Fund equal in value as of the Valuation Time (as defined in the Plan) to the total value of the Jordan Fund shares held by that shareholder immediately prior to the Reorganization. Such shares will be held in an account with the Meridian Fund identical in all material respects to the account currently maintained by the Jordan Fund.

The consummation of the Reorganization is subject to the terms and conditions and the representations and warranties set forth in the Plan. The Plan may be terminated by mutual agreement of Professionally Managed Portfolios on behalf of the Jordan Fund and Meridian Fund, Inc., on behalf of the Meridian Fund. In addition, either Professionally Managed Portfolios or Meridian Fund, Inc. may at its option terminate the Plan at or before the Closing Date due to (i) a material breach by any other party of any representation, warranty, or agreement to be performed at or before the Closing Date, if not cured within 30 days; (ii) a condition precedent to the obligations of the terminating party that has not been met if it reasonably appears that it will not or cannot be met; or (iii) a determination by the Board of Professionally Managed Portfolios or the Board of Meridian Fund, Inc., that the consummation of the transactions contemplated therein is not in the best interests of the Jordan Fund or the Meridian Fund, respectively. Arrowpoint will pay all of the legal counsel and other expenses of the Meridian Fund and the Jordan Fund incurred in connection with the Reorganization, whether or not the Reorganization is approved and completed. The Reorganization expenses include, without limitation, board meeting fees and costs, and costs associated with the proxy solicitation of the Jordan Fund shareholders.

The Professionally Managed Portfolios Board has voted to approve the Plan and the proposed Reorganization and to recommend that shareholders also approve the Plan and the transactions it contemplates. The actions contemplated by the Plan and the related matters described therein will be consummated only if approved by the affirmative vote of a majority of the outstanding shares of the Jordan Fund entitled to vote, cast in person or by proxy at the Special Meeting.

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Description of the Reorganization Shares

The Meridian Fund Shares will be issued to the Jordan Fund’s shareholders in accordance with the Plan as described above. For a comparative description of the characteristics of the Jordan Fund shares and the Meridian Fund shares, see “Other Comparisons Between the Jordan Fund and the Meridian Fund - Charter Documents” above.

Section 15(f) of the 1940 Act

Section 15(f) of the 1940 Act provides that an investment adviser (such as Windowpane) to a registered investment company may receive any amount or benefit in connection with a sale of any interest in such investment adviser that results in an assignment of an advisory contract if the following two conditions are satisfied: (1) for a period of three years after such assignment, at least 75% of the board of directors/trustees of the investment company cannot be “interested persons” (as defined in the 1940 Act) of the new or former investment adviser; and (2) no “unfair burden” may be imposed on the investment company as a result of the assignment or any express or implied terms, conditions or understandings applicable to the transaction. The term “unfair burden,” as defined in the 1940 Act, includes any arrangement during the two-year period after a change of control whereby the investment adviser (or predecessor or successor adviser), or any interested person of any such adviser, receives or is entitled to receive any compensation, directly or indirectly, from the investment company or its security holders (other than fees for bona fide investment advisory or other services), or from any person in connection with the purchase or sale of securities or other property to, from or on behalf of the investment company (other than ordinary fees for bona fide principal underwriting services). The Board of Trustees is aware that Windowpane will receive compensation from Arrowpoint. However, the Board has been informed by Arrowpoint that Arrowpoint and Meridian Fund, Inc., (with respect to the composition of its board) intend to comply with the section 15(f) safe harbor.

Certain U.S. Federal Income Tax Consequences

It is a condition to the Jordan Fund’s obligation to consummate the Reorganization that the Jordan Fund receive a tax opinion (which opinion will be based on certain factual representations and certain customary assumptions), substantially to the effect that, on the basis of the existing provisions of the Code, current administrative rules and court decisions, for U.S. federal income tax purposes:

(a) The transfer of all the Jordan Fund’s assets to the Meridian Fund in exchange solely for Meridian Fund shares and the assumption by the Meridian Fund of all the liabilities of the Jordan Fund followed by the distribution by the Jordan Fund of all the Meridian Fund shares to the Jordan Fund shareholders in complete liquidation of the Jordan Fund will constitute a “reorganization” within the meaning of Section 368(a) of the Code and the Meridian Fund and the Jordan Fund will each be a “party to a reorganization,” within the meaning of Section 368(b) of the Code, with respect to the Reorganization.

(b) No gain or loss will be recognized by the Meridian Fund upon the receipt of all the assets of the Jordan Fund solely in exchange for Meridian Fund shares and the assumption by the Meridian Fund of all the liabilities of the Jordan Fund.

(c) No gain or loss will be recognized by the Jordan Fund upon the transfer of all the Jordan Fund’s assets to the Meridian Fund solely in exchange for Meridian Fund shares and the assumption by the Meridian Fund of all the liabilities of the Jordan Fund or upon the distribution (whether actual or constructive) of Meridian Fund shares to the Jordan Fund shareholders solely in exchange for such shareholders’ shares of the Jordan Fund in complete liquidation of the Jordan Fund.

(d) No gain or loss will be recognized by the Jordan Fund shareholders upon the exchange of their Jordan Fund shares solely for Meridian Fund shares in the Reorganization.

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(e) The aggregate basis of the Meridian Fund shares received by each Jordan Fund Shareholder pursuant to the Reorganization will be the same as the aggregate basis of the Jordan Fund shares exchanged therefor by such shareholder. The holding period of Meridian Fund shares received by each Jordan Fund Shareholder will include the period during which the Jordan Fund shares exchanged therefor were held by such shareholder, provided such Jordan Fund shares are held as capital assets at the time of the Reorganization.

(f) The basis of the Jordan Fund’s assets transferred to the Meridian Fund will be the same as the basis of such assets to the Jordan Fund immediately before the Reorganization. The holding period of the assets of the Jordan Fund in the hands of the Meridian Fund will include the period during which those assets were held by the Jordan Fund.

No opinion will be expressed as to the effect of the Reorganization on (i) the Jordan Fund or the Meridian Fund with respect to any asset as to which any unrealized gain or loss is required to be recognized for federal income tax purposes at the end of a taxable year (or on the termination or transfer thereof) under a mark-to-market system of accounting, or (ii) any Jordan Fund shareholder that is required to recognize unrealized gains and losses for federal income tax purposes under a mark-to-market system of accounting; (iii) any gain or loss that may be recognized on “section 1256 contracts” as defined in section 1256(b) of the Code as a result of the closing of the tax year of the Jordan Fund, or (iv) any other gain or loss that may be required to be recognized as a result of the closing of the tax year of the Jordan Fund.

Further, no opinion will be expressed as to the effect of the Reorganization on (i) the taxable year of any Jordan Fund shareholder, (ii) the Jordan Fund or the Meridian Fund with respect to any stock held in a passive foreign investment company as defined in Section 1297(a) of the Code or personal holding company as defined in Section 542 of the Code, (iii) any shares held as a result of or attributable to compensation for services by any person, or (iv) any other U.S. federal tax issues (except those set forth above) or any state, local or foreign tax issues of any kind.

No tax ruling has been or will be received from the Internal Revenue Service (“IRS”) in connection with the Reorganization. An opinion of counsel is not binding on the IRS or a court and no assurance can be given that the IRS would not assert, or a court would not sustain, a contrary position.

As of December 31, 2014, the Jordan Fund had no capital loss carryforwards.

This description of the U.S. federal income tax consequences of the Reorganization is made without regard to the particular facts and circumstances of any shareholder. Shareholders are urged to consult their own tax advisors as to the specific consequences to them of the Reorganization, including the applicability and effect of U.S. federal, state, local, non-U.S. or other tax laws.

Capitalization. The following table shows, as of December 31, 2014, the capitalization of the Jordan Fund and the pro forma combined capitalization of the Meridian Fund, giving effect to the proposed Reorganization as of that date:

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PROPOSAL 2 – APPROVAL OF ADJOURNMENT TO SOLICIT ADDITIONAL PROXIES

The purpose of this proposal is to allow the holder of proxies solicited hereby to vote the shares represented by proxies in favor of adjournment of the Special Meeting to a later time, in order to allow more time to solicit additional proxies, as necessary if there are insufficient votes at the time of the Special Meeting to approve Proposal 1.

Any adjournment may be made without notice, other than by an announcement made at the Special Meeting, of the time, date and place of the adjourned meeting.

Any adjournment of the Special Meeting for the purpose of soliciting additional proxies will allow the Jordan Fund’s shareholders who have already sent in their proxies to revoke them at any time prior to their use at the Special Meeting, as adjourned.

If Proposal 2 is approved and a quorum to transact business is not present or the vote required to approve the Reorganization is not obtained at the Special Meeting, the persons named as proxies may propose one or more adjournments of the Special Meeting in accordance with the Trust’s Declaration of Trust and applicable law to permit such further solicitation of proxies as may be deemed necessary or advisable.

If your proxy card is signed and dated and no instructions are indicated on your proxy card, your shares will be voted “FOR” the proxy holder having discretionary authority to approve any adjournment of the Special Meeting, if a quorum is not present, in person or by proxy, at the Special Meeting or if necessary to solicit additional proxies to approve Proposal 1.

INFORMATION ABOUT VOTING AND THE SPECIAL MEETING

General

The cost of preparing, printing and mailing this Prospectus/Proxy Statement and the accompanying proxy card and all other costs incurred in connection with the solicitation of proxies will be paid by Arrowpoint. Shareholder votes will be solicited primarily by mail by certain officers and representatives of Professionally Managed Portfolios, officers, employees or agents of Windowpane, and certain financial service firms and their representatives, who will receive no extra compensation for their services. Solicitations may also be made by telephone, facsimile, e-mail or in person. AST Fund Solutions has been retained as proxy tabulator. The anticipated costs of the proxy solicitation are estimated to be $8,500.

As of March 27, 2015 (the “Record Date”), the Jordan Fund had 2,399,402.892 shares outstanding.

Only shareholders of record on the Record Date are entitled to notice of and to vote at the Special Meeting.

Proposals of Shareholders

The Jordan Fund does not hold annual shareholder meetings. Shareholders wishing to submit proposals for inclusion in a proxy statement for a shareholder meeting should send their written proposals to the Secretary of the Trust, Elaine E. Richards, c/o U.S. Bancorp Fund Services, LLC, P.O. Box 701, Milwaukee, Wisconsin 53201-0701. Proposals must be received a reasonable time prior to the date of a meeting of shareholders to be considered for inclusion in the proxy materials for the meeting. Timely submission of a proposal does not, however, necessarily mean the proposal will be included.

Other Matters to Come Before the Special Meeting

The Board of Trustees of Professionally Managed Portfolios is not aware of any matters that will be presented at the Special Meeting other than that set forth in this Prospectus/Proxy Statement. Should any other

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matters requiring a vote of shareholders arise, the accompanying proxy card will confer upon the person or persons entitled to vote the shares represented by such proxy the discretionary authority to vote the shares as to any such other matters in accordance with their judgment.

Quorum

The presence in person or by proxy of the holders of record of forty percent (40%) of the shares of the Jordan Fund issued and outstanding and entitled to vote shall constitute a quorum for the transaction of business at the Special Meeting. For purposes of determining the presence of a quorum for the transaction of business at the Special Meeting, abstentions and broker “non-votes” will be treated as shares that are present, but which have not been voted. Broker non-votes are shares held in “street name” for which the broker indicates that instructions have not been received from the beneficial owners or other persons entitled to vote and for which the broker does not have discretionary voting authority. Accordingly, shareholders are urged to forward their voting instructions promptly.

If a quorum is not present at the Special Meeting, or if a quorum is present but sufficient votes to approve the proposal are not received, or if other matters arise requiring shareholder attention, the persons named as proxies may propose one or more adjournments of the Special Meeting to permit further solicitation of proxies. A shareholder vote may be taken on the proposals in this Proxy Statement prior to such adjournment if sufficient votes have been received and it is otherwise appropriate. With respect to adjournment, the persons named as proxies will vote in accordance with their best judgment at the time.

Voting

Approval of Proposal 1 for the Reorganization by the Jordan Fund will require the affirmative vote of more than fifty percent (50%) of the outstanding voting securities of the Jordan Fund. Approval of Proposal 2 for the power to adjourn the Special Meeting will require the affirmative vote of a majority of the votes properly cast, whether or not a quorum is present.

Whether you expect to be personally present at the Special Meeting or not, we encourage you to vote by proxy. You can do this by completing, dating, signing and returning the accompanying proxy card using the enclosed postage-paid envelope or by voting via the Internet or by telephone, as described below. You may also vote in person at the Special Meeting. Even if you intend to vote your shares in person at the Special Meeting, you are urged to complete and return the enclosed proxy card or to vote via the Internet or by telephone. Voting before the Special Meeting will not prevent you from voting at the Special Meeting if you desire to do so, as your vote by proxy is revocable at your option. If you vote via the Internet or telephone, you do not need to mail your proxy card.

If you choose to vote by proxy, your shares will be voted as you instruct. If no choice is indicated, your shares will be voted “FOR” that proposal and in accordance with the best judgment of the persons named as proxies on such other matters that may properly come before the Special Meeting.

To vote your proxy by phone or via the Internet, please refer to the instructions found on the enclosed proxy ballot.

Proxies may be revoked at any time before they are voted either (i) by a written revocation received by the Secretary of Professionally Managed Portfolios (ii) by properly executing a later-dated proxy that is received by Professionally Managed Portfolios at or prior to the Special Meeting or (iii) by attending the Special Meeting and voting in person. Merely attending the Special Meeting without voting, however, will not revoke a previously-submitted proxy.

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In tallying votes, abstentions and broker non-votes will not count toward the number of votes in favor of either proposal, which means they will have the effect of votes against such proposal.

Share Ownership

As of the Record Date, the officers, trustees and directors, as applicable, of each of Professionally Managed Portfolios and Meridian Fund, Inc., as a group beneficially owned 20.17% of the outstanding shares of the Jordan Fund. As of the Record Date, the officers, trustees and directors, as applicable, of each of Professionally Managed Portfolios and Meridian Fund, Inc., as a group beneficially owned 5.80% of the outstanding shares of the Meridian Fund.

As of March 27, 2015, the following persons owned of record or beneficially 5% or greater of the Jordan Fund outstanding equity securities:

Jordan Fund

Shareholders owning 25% or more of outstanding shares may be in control and be able to affect the outcome of certain matters presented for a vote of shareholders.

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Financial Highlights

The financial highlights tables are intended to help you understand the past financial performance for the Jordan Fund and the Meridian Fund. The information reflects financial results for shares of the Jordan Fund and shares of the Meridian Fund. The total returns in the tables represent the rate that an investor would have earned (or lost) on an investment in the Jordan Fund or the Meridian Fund, as applicable, (assuming reinvestment of all dividends and distributions). The information regarding the Jordan Fund has been audited by Tait, Weller & Baker LLP, the Jordan Fund’s independent registered public accounting firm, whose report, along with the Jordan Fund’s financial statements, are incorporated herein by reference to the Jordan Fund’s annual report for the year ended December 31, 2014. The information regarding the Meridian Fund has been audited by PricewaterhouseCoopers LLP, the Meridian Fund’s independent registered public accounting firm, whose report, along with the Meridian Fund’s financial statements, are incorporated herein by reference to the Meridian Fund’s annual report for the year ended June 30, 2014, with the exception of the data for the six-month period ended December 31, 2014, which is unaudited.

On or about the Reorganization Date, the Jordan Fund is expected to participate in a tax-free reorganization in which the Jordan Fund is expected to merge into the Meridian Fund. For financial reporting purposes, the surviving fund of the reorganization between the Jordan Fund and the Meridian Fund is the Meridian Fund. As a consequence, the Meridian Fund will carry over the historic performance and financial statements of the Meridian Fund only.

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Jordan Fund

Selected Data for Each Share of Beneficial Interest Outstanding Throughout the Periods Indicated:

The financial highlights table is intended to help you understand the Jordan Fund’s financial performance for each of the past five fiscal years. Certain information reflects financial results for a single Jordan Fund share. The total returns in the table represent the rate that an investor would have earned (or lost) on an investment in the Jordan Fund (assuming reinvestment of all dividends and distributions).

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Meridian Fund – Legacy Class Shares

Selected Data for Each Share of Beneficial Interest Outstanding Throughout the Periods Indicated:

The financial highlights table is intended to help you understand the Meridian Fund’s financial performance for each of the past five fiscal years. Certain information reflects financial results for a single Fund share. The total returns in the table represent the rate that an investor would have earned (or lost) on an investment in the Fund (assuming reinvestment of all dividends and distributions).

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Appendix A

FORM OF

AGREEMENT AND PLAN OF REORGANIZATION

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 615 East Michigan Street, Milwaukee, Wisconsin 53202; the principal place of business of Arrowpoint is 100 Fillmore Street, Suite 325, Denver, Colorado 80206; and the principal place of business of Windowpane is 550 West “C” Street, Suite 960, San Diego, California 92101.

This Agreement is intended to be and is adopted as a plan of “reorganization” within the meaning of Section 368(a)(1) of the Internal Revenue Code of 1986, as amended (the “Code”), and the Treasury Regulations promulgated thereunder. The reorganization will consist of: (i) the transfer of all the assets of the Selling Fund to the Acquiring Fund, in exchange solely for voting Legacy Class shares of beneficial interest, no par value per share, of the Acquiring Fund (collectively, the “Acquiring Fund Shares”) and the assumption by the Acquiring Fund of all the liabilities of the Selling Fund; immediately followed by (ii) the distribution of the Acquiring Fund Shares to the Selling Fund shareholders and the termination, dissolution and complete liquidation of the Selling Fund as provided herein, all upon the terms and conditions set forth in this Agreement (the “Reorganization”).

WHEREAS, the Acquiring Fund is a series of the Acquiring Company, the Selling Fund is a series of the Selling Trust, the Acquiring Company and the Selling Trust are open-end management investment companies registered under the Investment Company Act of 1940, as amended (the “1940 Act”), and the Selling Fund owns securities that are assets of the character in which the Acquiring Fund is permitted to invest;

WHEREAS, the Board of Directors of the Acquiring Company has determined that the Reorganization is in the best interests of the Acquiring Fund and that the interests of the existing shareholders of the Acquiring Fund will not be diluted as a result of the Reorganization; and

WHEREAS, the Board of Trustees of the Selling Trust has determined that the Reorganization is in the best interests of the Selling Fund and that the interests of the existing shareholders of the Selling Fund will not be diluted as a result of the Reorganization.

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NOW, THEREFORE, in consideration of the premises and of the covenants and agreements hereinafter set forth, the parties hereto covenant and agree as follows:

ARTICLE I

TRANSFER OF ASSETS OF THE SELLING FUND IN EXCHANGE FOR SHARES OF THE

ACQUIRING FUND AND THE ASSUMPTION OF THE SELLING FUND’S LIABILITIES, AND

TERMINATION AND LIQUIDATION OF THE SELLING FUND

1.1 THE REORGANIZATION. Subject to the terms and conditions contained herein and on the basis of the representations and warranties contained herein, the Selling Fund agrees to transfer all of its assets, as set forth in Section 1.2, to the Acquiring Fund. In exchange, the Acquiring Fund agrees: (i) to deliver to the Selling Fund the number of full and fractional Acquiring Fund Shares, computed in the manner set forth in Section 2.3; and (ii) to assume all of the liabilities of the Selling Fund, as set forth in Section 1.3. Such transactions shall take place at the closing provided for in Section 3.1 (the “Closing”).

1.2 ASSETS TO BE TRANSFERRED.

(a) The Selling Fund shall transfer all of its assets to the Acquiring Fund, including, without limitation, all cash, cash equivalents, securities, commodities, interests in futures and dividends or interest receivables, receivables for shares sold and other rights (including, but not limited to, rights to indemnification and contribution) and claims (including but not limited to, claims for breach of contract) owned by the Selling Fund, any deferred or prepaid expenses shown as an asset on the books of the Selling Fund on the Closing Date, as such term is defined in Section 3.1, books and records of the Selling Fund, and any other property owned by the Selling Fund at the Valuation Time, as such term is defined in Section 2.1.

(b) Not less than ten (10) calendar days before the Closing Date, the Selling Fund will provide the Acquiring Fund with a schedule of its assets and its known liabilities, and such Acquiring Fund will provide the Selling Fund with a copy of the current investment objectives and policies applicable to the Acquiring Fund. The Selling Fund reserves the right, in the normal course of business, to sell or otherwise dispose of any of the securities or other assets shown on the schedule of the Selling Fund’s assets before the Closing Date and to purchase securities after providing the Schedule to the Acquiring Company. Not less than five (5) calendar days before the Closing Date, the Acquiring Fund will advise the Selling Fund, in writing, of any investments of such Selling Fund shown on such schedule that the Acquiring Fund does not desire to hold on the Closing Date, pursuant to its stated investment objectives and policies. If the Selling Fund holds any investments that the Acquiring Fund does not desire to hold on the Closing Date under its stated investment objectives or policies, the Selling Fund, if requested by the Acquiring Fund, will dispose of those securities prior to the Closing Date to the extent practicable and if consistent with its fiduciary duty to the Selling Fund Shareholders (defined in Section 1.4) In addition, if it is determined that the portfolios of the Selling Fund and the Acquiring Fund, when aggregated, would contain investments exceeding certain percentage limitations to which the Acquiring Fund is or will be subject with respect to such investments, the Selling Fund, if requested by the Acquiring Fund and if consistent with its fiduciary duty to the Selling Fund Shareholders, will dispose of and/or reinvest a sufficient amount of such investments as may be necessary to avoid violating such limitations as of the Closing Date.

1.3 LIABILITIES TO BE ASSUMED. The Selling Fund will use commercially reasonable efforts to discharge all of its known liabilities and obligations to the extent possible before the Closing Date, except for such expenses set forth in Section 9.1. The Acquiring Fund shall assume all liabilities of the Selling Fund, which assumed liabilities shall include all of the Selling Fund’s liabilities, debts, obligations, and duties of whatever kind or nature, whether absolute, accrued, contingent, or otherwise, whether or not arising in the ordinary course of business, whether or not determinable at the Closing Date, and whether or not specifically referred to in this Agreement. If prior to the Closing Date any of the parties identify a liability that the parties mutually agree should not be assumed by the Acquiring Fund, such liability shall be excluded from the definition of liabilities hereunder and shall be listed on a schedule of Excluded Liabilities to be signed by the parties at the Closing (the “Excluded Liabilities”). The Acquiring Fund shall not assume any liability for any obligation of the Selling Fund to file reports with the Securities and Exchange Commission (the “Commission”), Internal Revenue Service or any other federal, state or local regulatory or tax authority covering any reporting period ending prior to or at the Closing Date with respect to the Selling Fund.

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1.4 LIQUIDATION AND DISTRIBUTION. On or as soon after the Closing Date as is practicable, but no later than six (6) months after the Closing Date (the “Liquidation Date”): (a) the Selling Fund will distribute in complete liquidation of the Selling Fund, to its shareholders of record determined as of the Valuation Time (as defined in Section 2.1) (the “Selling Fund Shareholders”), all of the Acquiring Fund Shares of the Acquiring Fund received by the Selling Fund pursuant to Section 1.1; and (b) the Selling Fund will thereupon proceed to dissolve and terminate as set forth in Section 1.8 below. Such distribution will be accomplished by the transfer of Acquiring Fund Shares credited to the account of the Selling Fund on the books of the Acquiring Fund to open accounts on the share records of the Acquiring Fund in the name of the Selling Fund Shareholders, and representing the respective pro rata number of Acquiring Fund Shares due such shareholders. The Acquiring Fund shall have no obligation to inquire as to the validity, propriety or correctness of such records, but shall assume that such transaction is valid, proper and correct. All issued and outstanding shares of the Selling Fund will simultaneously be redeemed by the Selling Trust and canceled on its books. The Acquiring Fund shall not issue certificates representing Acquiring Fund Shares in connection with such transfer.

1.5 OWNERSHIP OF SHARES. Ownership of Acquiring Fund Shares will be shown on the books of the Acquiring Fund’s transfer agent. Shares of the Acquiring Fund will be issued at the Closing to the Selling Fund in an amount computed in the manner set forth in Section 2.3, and will then be distributed to the Selling Fund Shareholders.

1.6 STATE FILINGS. Promptly following the Closing Date, the Selling Trust shall make any filings with the Commonwealth of Massachusetts that may be required under the laws thereof to effect the termination of the Selling Fund, and shall file final tax returns of the Selling Fund with the State of Massachusetts if required under applicable law.

1.7 TRANSFER TAXES. Any transfer taxes payable upon the issuance of Acquiring Fund Shares in a name other than the registered holder of the Selling Fund shares on the books of the Selling Fund shall, as a condition of such issuance and transfer, be paid by the person to whom such Acquiring Fund Shares are to be issued and transferred.

1.8 TERMINATION. The Selling Fund shall be dissolved, terminated and have its affairs wound up in accordance with Massachusetts law, promptly following the Closing Date and the making of all distributions pursuant to Section 1.4.

1.9 BOOKS AND RECORDS. All books and records of the Selling Fund, including all books and records required to be maintained under the 1940 Act and the rules and regulations thereunder, shall be available to the Acquiring Fund from and after the Closing Date and copies thereof shall be turned over to the Acquiring Fund as soon as practicable following the Closing Date. The Acquiring Fund shall maintain all books and records relating to the Reorganization for the time periods set forth under the 1940 Act.

ARTICLE II

VALUATION

2.1 VALUATION OF ASSETS AND LIABILITIES. The value of the Selling Fund’s net assets shall be the value of all the Selling Fund’s assets as of the close of regular trading on the New York Stock Exchange (“NYSE”) (or such other time as set forth in the Selling Fund’s valuation policies and procedures) on the Closing Date (such time and date being hereinafter called the “Valuation Time”) after the declaration and payment of any dividends and/or other distributions on that date, less the amount of all the Selling Fund’s liabilities. The value of the Selling Fund’s assets and liabilities shall be determined by using the valuation procedures set forth in the Selling Trust’s Declaration of Trust, Bylaws and policies and procedures (the “Selling Trust Governing Documents”) and the Selling Fund’s then-current prospectus and statement of additional information.

2.2 VALUATION OF ACQUIRING FUND SHARES. The aggregate net asset value of Acquiring Fund Shares shall be the aggregate net asset value of the Acquiring Fund at the Valuation Time, using the valuation procedures set forth in the Acquiring Company’s articles of incorporation, as amended and supplemented, its Bylaws and policies and procedures (the “Acquiring Company Governing Documents”), and the Acquiring Fund’s then-current prospectus and statement of additional information, or such other valuation procedures as shall be mutually agreed upon by the parties.

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2.3 SHARES TO BE ISSUED. The number of Acquiring Fund Shares to be issued (including fractional shares, if any) in connection with this Agreement shall be determined by dividing the net asset value of the Selling Fund, determined in accordance with the valuation procedures referred to in Section 2.1, by the per share net asset value of the Acquiring Fund, determined in accordance with the valuation procedures referred to in Section 2.2. The parties agree that the intent of this calculation is to ensure that the aggregate net asset value of the Acquiring Fund Shares to be so credited to Selling Fund Shareholders shall be equal to the aggregate net asset value of the then outstanding shares of beneficial interest of the Selling Fund Shares.

2.4 EFFECT OF SUSPENSION IN TRADING. In the event that at the Valuation Time, either: (a) the NYSE or another primary exchange on which the portfolio securities of the Acquiring Fund and/or the Selling Fund are purchased or sold, shall be closed to trading or trading on such exchange shall be restricted; or (b) trading or the reporting of trading on the NYSE or elsewhere shall be disrupted so that accurate appraisal of the value of the net assets of the Acquiring Fund and/or the Selling Fund is impracticable, the Valuation Time shall be postponed until the close of regular trading on the NYSE on first business day after the day when trading is fully resumed and reporting is restored.

ARTICLE III

CLOSING AND CLOSING DATE

3.1 CLOSING DATE. The Closing shall occur on June 13, 2015 or such other date as the parties may agree in writing (the “Closing Date”). Unless otherwise provided, all acts taking place at the Closing shall be deemed to take place immediately after the Valuation Time. The Closing shall be held immediately after the close of regular trading on the NYSE at the offices of Arrowpoint in Denver, Colorado or at such other time and/or place as the parties may agree.

3.2 CUSTODIAN’S CERTIFICATE. The Selling Fund shall cause U.S. Bank, N.A., as custodian for the Selling Fund (the “Custodian”), to deliver to the Acquiring Fund at the Closing a certificate of an authorized officer stating that: (a) the Selling Fund’s portfolio securities, cash, and any other assets shall have been delivered in proper form to the Acquiring Fund on the Closing Date; and (b) all necessary taxes including all applicable U.S. federal and state stock transfer stamps, if any, shall have been paid, or provision for payment shall have been made, in conjunction with the delivery of portfolio securities by the Selling Fund. The Selling Fund’s portfolio securities represented by a certificate or other written instrument shall be presented by the Custodian for the Selling Fund to the custodian for the Acquiring Fund for examination no later than five (5) business days preceding the Closing Date and transferred and delivered by the Selling Fund as of the Closing Date for the account of the Acquiring Fund, duly endorsed in proper form for the transfer in such condition as to constitute good delivery thereof.

3.3 TRANSFER AGENT’S CERTIFICATE. The Selling Fund shall cause U.S. Bank Fund Services Inc. (“USBFS”), as transfer agent for the Selling Fund, to deliver to the Acquiring Fund at the Closing a certificate of an authorized officer stating that its records contain the names and addresses of the Selling Fund Shareholders, and the number, class and percentage ownership of outstanding shares owned by each such shareholder immediately prior to the Closing. The Acquiring Fund shall issue and deliver or cause BNY Mellon Investment Servicing (US) Inc., its transfer agent, to issue and deliver to the Secretary of the Selling Fund (a) a certificate as to the opening of accounts in the Selling Fund Shareholders’ names on the Acquiring Fund’s share transfer books and (b) a confirmation evidencing the Acquiring Fund Shares to be credited on the Closing Date to the Selling Fund’s account or provide evidence satisfactory to the Selling Fund that such Acquiring Fund Shares have been credited to the Selling Fund’s account on the books of the Acquiring Fund.

3.4 DELIVERY OF ADDITIONAL ITEMS. At the Closing, each party shall deliver to the other parties such bills of sale, checks, assignments, share certificates, receipts and other documents, if any, as such other parties or their respective counsel may reasonably request to effect the transactions contemplated by this Agreement.

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ARTICLE IV

REPRESENTATIONS AND WARRANTIES

4.1 REPRESENTATIONS OF THE SELLING FUND. The Selling Trust, on behalf of the Selling Fund, represents and warrants to the Acquiring Fund as follows:

(a) The Selling Trust is a business trust duly organized, validly existing and in good standing under the laws of the Commonwealth of Massachusetts, with power under its Declaration of Trust and Bylaws, each as amended from time to time, to own all of its properties and assets and to carry on its business as presently conducted.

(b) The Selling Fund is a separate series of the Selling Trust duly authorized in accordance with the applicable provisions of the Selling Trust Governing Documents.

(c) The Selling Trust is registered as an open-end management investment company under the 1940 Act, and such registration has not been revoked or rescinded and is in full force and effect.

(d) The Selling Fund is not, and the execution, delivery, and performance of this Agreement (subject to approval by the Selling Fund Shareholders) will not result, in the violation of any provision of the Selling Trust Governing Documents or of any material agreement, indenture, instrument, contract, lease, or other undertaking to which the Selling Fund is a party or by which it is bound.

(e) Except for conversion fees to be payable to the Selling Fund’s transfer agent and custodian in connection with the Reorganization, the Selling Fund has no material contracts or other commitments that will be terminated with liability to the Selling Fund before the Closing Date.

(f) No litigation, administrative proceeding, or investigation of or before any court or governmental body is presently pending or to its knowledge threatened against the Selling Fund or any of its properties or assets, which, if adversely determined, would materially and adversely affect its financial condition, the conduct of its business, or the ability of the Selling Fund to carry out the transactions contemplated by this Agreement. The Selling Fund knows of no facts that might form a reasonable basis for the institution of such proceedings and is not a party to or subject to the provisions of any order, decree, or judgment of any court or governmental body that materially and adversely affects its business or its ability to consummate the transactions contemplated herein.

(g) The annual financial statements of the Selling Fund for the fiscal year ended December 31, 2014 have been prepared in accordance with generally accepted accounting principles and have been audited by an independent registered public accounting firm, and such statements (copies of which have been furnished to the Acquiring Fund) fairly reflect the financial condition of the Selling Fund as of December 31, 2014, and there are no known contingent liabilities of the Selling Fund as of such date that are not disclosed in such statements.

(h) Since the date of the financial statements referred to in subsection (g) above, there have been no material adverse changes in the Selling Fund’s financial condition, assets, liabilities or business (other than changes occurring in the ordinary course of business) and there are no known contingent liabilities of the Selling Fund arising after such date. For the purposes of this subsection (h), a decline in the net asset value of the Selling Fund shall not constitute a material adverse change.

(i) All U.S. federal, state, local and other tax returns and reports of the Selling Fund required by law to be filed by it (taking into account permitted extensions for filing) have been timely filed and are correct in all material respects. All U.S. federal, state, local and other taxes required to be paid (whether or not shown on any such return or report) have been paid, or provision shall have been made for the payment thereof and any such unpaid taxes are properly reflected on the financial statements referred to in subsection (h) above. To the best of the Selling Fund’s knowledge, no tax authority is currently auditing or preparing to audit the Selling Fund, and no assessment for taxes, interest, additions to tax, or penalty has been asserted or threatened against the Selling Fund.

(j) All issued and outstanding shares of the Selling Fund are: (i) duly and validly issued and outstanding shares of the Selling Trust; and (ii) holders of the Selling Fund shares will not have any obligation to make payments to the Selling Trust or its creditors or contributions to the Selling Trust or its creditors solely by reason of the holders’ ownership of the Selling Fund shares. All of the issued and outstanding shares of the Selling Fund will, at the time of the Closing, be held by the persons and in the amounts set forth in the records of the Selling Fund’s transfer agent as provided in Section 3.3. The Selling Fund has no outstanding options, warrants, or other rights to subscribe for or purchase any shares of the Selling Fund, and has no outstanding securities convertible into shares of the Selling Fund.

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(k) At the time of the Closing, the Selling Fund will have good and marketable title to the Selling Fund’s assets to be transferred to the Acquiring Fund pursuant to Section 1.2, and full right, power, and authority to sell, assign, transfer, and deliver such assets, and the Acquiring Fund will acquire good and marketable title thereto.

(l) Other than approval by the Selling Fund Shareholders, the execution, delivery and performance of this Agreement have been duly authorized by all necessary action on the part of the Selling Fund. Subject to approval by the Selling Fund Shareholders, this Agreement constitutes a valid and binding obligation of the Selling Fund, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium, and other laws relating to or affecting creditors’ rights and to general equity principles.

(m) The information to be furnished by the Selling Fund for use in no-action letters, applications for orders, registration statements, proxy materials, and other documents that may be necessary in connection with the transactions contemplated herein shall be accurate and complete in all material respects and shall comply in all material respects with U.S. federal securities and all other applicable federal, state and local laws and regulations.

(n) The current prospectus and statement of additional information of the Selling Fund conform in all material respects to the applicable requirements of the Securities Act of 1933, as amended (the “1933 Act”), and the 1940 Act and the rules and regulations thereunder and do not include, with respect to the Selling Trust or the Selling Fund, any untrue statement of a material fact or omit to state any material fact required to be stated or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

(o) From the effective date of the Registration Statement (as defined in Section 5.7), through the time of the meeting of the Selling Fund Shareholders and on the Closing Date, any written information furnished by the Selling Fund for use in the Proxy Materials (as defined in Section 5.7), or any other materials provided in connection with the Reorganization, does not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated or necessary to make the statements, in light of the circumstances under which such statements were made, not misleading.

(p) For each taxable year of its operations prior to the Closing Date, the Selling Fund (i) has elected to qualify, and has qualified, as a “regulated investment company” under Subchapter M of the Code (a “RIC”), (ii) has been eligible to and has computed its U.S. federal income tax under Section 852 of the Code, and (iii) has been, and will be as of the Closing Date treated as a separate corporation for U.S. federal income tax purposes pursuant to Section 851(g) of the Code. The Selling Fund will qualify as a RIC as of the Closing Date and will have satisfied as of the close of its most recent prior quarter of its taxable year, the diversification requirements of Section 851(b)(3) of the Code without regard to the last sentence of Section 851(d) of the Code. The Selling Fund has not taken any action, caused any action to be taken or caused any action to fail to be taken which action or failure could cause the Selling Fund to fail to qualify as a RIC under the Code.

(q) No governmental consents, approvals, authorizations or filings are required under the 1933 Act, the Securities Exchange Act of 1934, as amended (the “1934 Act”), the 1940 Act or Massachusetts law, as applicable, for the execution of this Agreement by the Selling Trust on behalf of the Selling Fund, except for the effectiveness of the Registration Statement and the filing of any documents that may be required under Massachusetts law and except for such other consents, approvals, authorizations and filings as have been made or received and such consents, approvals, authorizations and filings as may be required subsequent to the Closing Date, it being understood, however, that this Agreement and the transactions contemplated herein must be approved by the shareholders of the Selling Fund as described in Section 5.2.

(r) The Selling Trust’s Board of Trustees satisfies the fund governance standards defined in Rule 0-1(a)(7) under the 1940 Act as they currently apply to the Selling Trust.

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(s) (i) At least 33 ¹⁄₃% of the assets of the Selling Fund meet the investment objectives, strategies, policies, risks and restrictions of the Acquiring Fund, (ii) the Selling Fund has not altered its portfolio in connection with the Reorganization in order to meet the foregoing 33 ¹⁄₃% threshold, and (iii) the Selling Fund did not modify any of its investment objectives, strategies, policies, risks or restrictions in connection with the Reorganization.

4.2 REPRESENTATIONS OF THE ACQUIRING FUND. The Acquiring Company, on behalf of the Acquiring Fund, represents and warrants to the Selling Fund as follows:

(a) The Acquiring Company is a corporation, duly organized, validly existing and in good standing under the laws of the State of Maryland, with power under its articles of incorporation and by-laws, each as amended or supplemented from time to time, to own all of its properties and assets and to carry on its business as presently conducted.

(b) The Acquiring Fund is a separate series of the Acquiring Company duly authorized in accordance with the applicable provisions of the Acquiring Company Governing Documents.

(c) The Acquiring Company is registered as an open-end management investment company under the 1940 Act, and such registration has not been revoked or rescinded and is in full force and effect.

(d) The Acquiring Fund is not, and the execution, delivery and performance of this Agreement will not result, in a violation of the Acquiring Company Governing Documents or of any material agreement, indenture, instrument, contract, lease, or other undertaking to which the Acquiring Fund is a party or by which it is bound.

(e) No litigation, administrative proceeding or investigation of or before any court or governmental body is presently pending or to its knowledge threatened against the Acquiring Company or the Acquiring Fund or any of its properties or assets, which, if adversely determined, would materially and adversely affect its financial condition, the conduct of its business or the ability of the Acquiring Company or the Acquiring Fund to carry out the transactions contemplated by this Agreement. Neither the Acquiring Company nor the Acquiring Fund knows of any facts that might form a reasonable basis for the institution of such proceedings and it is not a party to or subject to the provisions of any order, decree, or judgment of any court or governmental body that materially and adversely affects its business or its ability to consummate the transaction contemplated herein.

(f) The execution, delivery and performance of this Agreement have been duly authorized by all necessary action on the part of the Acquiring Fund, and this Agreement constitutes a valid and binding obligation of the Acquiring Fund, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium, and other laws relating to or affecting creditors’ rights and to general equity principles.

(g) The Acquiring Fund Shares to be issued and delivered to the Selling Fund for the account of the Selling Fund Shareholders pursuant to the terms of this Agreement will, at the Closing Date, have been duly authorized and will constitute all of the issued and outstanding shares of the Acquiring Fund as of the Closing Date. When so issued and delivered, such shares will be duly and validly issued shares of the Acquiring Fund, and will be fully paid and non-assessable. The Acquiring Fund has no outstanding options, warrants or other rights to subscribe for or purchase any shares of the Acquiring Fund, and has no outstanding securities convertible into shares of the Acquiring Fund.

(h) The information to be furnished by the Acquiring Fund for use in no-action letters, applications for orders, registration statements, proxy materials, and other documents that may be necessary in connection with the transactions contemplated herein shall be accurate and complete in all material respects and shall comply in all material respects with U.S. federal securities and all other applicable federal, state and local laws and regulations.

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(i) From the effective date of the Registration Statement (as defined in Section 5.7), through the time of the meeting of the Selling Fund Shareholders and on the Closing Date, any written information furnished by the Acquiring Company with respect to the Acquiring Fund for use in the Proxy Materials (as defined in Section 5.7), or any other materials provided in connection with the Reorganization, does not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated or necessary to make the statements, in light of the circumstances under which such statements were made, not misleading.

(j) For each taxable year of its operations prior to the Closing Date, the Acquiring Fund (i) has elected to qualify, and has qualified, as a “regulated investment company” under Subchapter M of the Code (a “RIC”), (ii) has been eligible to and has computed its U.S. federal income tax under Section 852 of the Code, and (iii) has been, and will be as of the Closing Date treated as a separate corporation for U.S. federal income tax purposes pursuant to Section 851(g) of the Code. The Acquiring Fund will qualify as a RIC as of the Closing Date and will have satisfied as of the close of its most recent prior quarter of its taxable year, the diversification requirements of Section 851(b)(3) of the Code without regard to the last sentence of Section 851(d) of the Code. The Acquiring Fund has not taken any action, caused any action to be taken or caused any action to fail to be taken which action or failure could cause the Acquiring Fund to fail to qualify as a RIC under the Code.

(k) The annual financial statements of the Acquiring Fund for the fiscal year ended June 30, 2014, which have been audited by an independent registered public accounting firm, and the unaudited semi-annual financial statements of the Acquiring Fund for the six-month period ended December 31, 2014, have been prepared in accordance with generally accepted accounting principles, and such statements (copies of which have been furnished to the Selling Fund) fairly reflect the financial condition of the Acquiring Fund as of June 30, 2014, and December 31, 2014 respectively, and there are no known contingent liabilities of the Acquiring Fund as of such date that are not disclosed in such statements.

(l) No governmental consents, approvals, authorizations or filings are required under the 1933 Act, the 1934 Act, the 1940 Act or Maryland law for the execution of this Agreement by the Acquiring Company, for itself and on behalf of the Acquiring Fund, or the performance of this Agreement by the Acquiring Company, for itself and on behalf of the Acquiring Fund, except for the effectiveness of the Registration Statement (as defined in Section 5.7) and the filing of any documents that may be required under Maryland state law and except for the filing of any documents that may be required under the 1933 Act, the 1934 Act and the 1940 Act and such other consents, approvals, authorizations and filings as have been made or received and except for such consents, approvals, authorizations and filings as may be required subsequent to the Closing Date.

(m) The Acquiring Fund agrees to use all commercially reasonable efforts to obtain the approvals and authorizations required by the 1933 Act, the 1940 Act, and any other applicable federal and state securities laws as it may deem appropriate in order to continue its operations after the Closing Date.

(n) The Acquiring Company’s Board of Directors satisfies the fund governance standards defined in Rule 0-1(a)(7) under the 1940 Act as they currently apply to the Acquiring Company.

(o) (i) At least 33 1/3% of the assets of the Selling Fund meet the investment objectives, strategies, policies, risks and restrictions of the Acquiring Fund, (ii) the Acquiring Fund did not modify any of its investment objectives, strategies, policies, risks or restrictions in connection with the Reorganization, and (iii) the Acquiring Fund has no plan or intention to change any of its investment objectives, strategies, policies, risks or restrictions after the Reorganization without shareholder approval and/or notice.

(p) To the knowledge of the Acquiring Fund’s management, there is no plan or intention by the Selling Fund shareholders to sell, exchange, or otherwise dispose of a number of Selling Fund shares (or Acquiring Fund shares received in the Reorganization), in connection with the Reorganization, that would reduce the Selling Fund shareholders’ ownership of the Selling Fund shares (or equivalent Acquiring Fund shares) to a number of shares that is less than 50% of the current number of Selling Fund shares outstanding.

(q) The Acquiring Fund does not own, directly or indirectly, nor has it owned during the past five years, directly or indirectly, any stock of the Selling Fund.

(r) There is no indebtedness existing between the Acquiring Fund and the Selling Fund that was issued, acquired, or will be settled at a discount.

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(s) The Acquiring Fund has no plan or intention to reacquire any of the Acquiring Fund shares issued in the Reorganization other than redemptions that the Acquiring Fund will make as an open-end investment company pursuant to Section 22(c) of the Investment Company Act of 1940.

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ARTICLE V

COVENANTS OF ACQUIRING FUND AND SELLING FUND

5.1 OPERATION IN ORDINARY COURSE. Subject to Section 1.2, the Selling Fund will operate its business in the ordinary course between the date of this Agreement and the Closing Date, it being understood that such ordinary course of business will include customary dividends and distributions, any other distribution necessary or desirable to avoid U.S. federal income or excise taxes, and shareholder purchases and redemptions. The Selling Fund will operate its business in the ordinary course between the date of this Agreement and the Closing Date, it being understood that such ordinary course of business will include customary dividends and distributions, any other distribution necessary or desirable to avoid U.S. federal income or excise taxes, and shareholder purchases and redemptions. No party shall take any action that would, or reasonably would be expected to, result in any of its representations and warranties set forth in this Agreement being or becoming untrue in any material respect.

5.2 SHAREHOLDER APPROVAL. The Selling Fund will call a special meeting of Selling Fund shareholders to consider and act upon this Agreement (or transactions contemplated thereby) and to take all other appropriate action necessary to obtain approval of the transactions contemplated herein.

5.3 INVESTMENT REPRESENTATION. The Selling Fund covenants that the Acquiring Fund Shares to be issued pursuant to this Agreement are not being acquired for the purpose of making any distribution, other than in connection with the Reorganization and in accordance with the terms of this Agreement.

5.4 ADDITIONAL INFORMATION. The Selling Fund will assist the Acquiring Fund in obtaining such information as the Acquiring Fund reasonably requests concerning the beneficial ownership of the Selling Fund’s shares as permitted by shareholder account registrations.

5.5 FURTHER ACTION. Subject to the provisions of this Agreement, each Fund will take or cause to be taken, all action, and do or cause to be done, all things reasonably necessary, proper or advisable to consummate and make effective the transactions contemplated by this Agreement, including any actions required to be taken after the Closing Date. In particular, the Selling Fund covenants that it will, as and when reasonably requested by the Acquiring Fund, execute and deliver or cause to be executed and delivered all such assignments and other instruments and will take or cause to be taken such further action as the Acquiring Fund may reasonably deem necessary or desirable in order to vest in and confirm the Acquiring Fund’s title to and possession of all the Selling Fund’s assets and otherwise to carry out the intent and purpose of this Agreement.

5.6 STATEMENT OF EARNINGS AND PROFITS. As promptly as practicable, but in any case within sixty (60) days after the Closing Date, the Selling Trust shall furnish the Acquiring Fund, in such form as is reasonably satisfactory to the Acquiring Fund and which will be certified by the Selling Trust’s Treasurer, a statement of the earnings and profits of the Selling Fund for U.S. federal income tax purposes, as well as any net operating loss carryovers and capital loss carryovers, that will be carried over to the Acquiring Fund as a result of Section 381 of the Code.

5.7 PREPARATION OF REGISTRATION STATEMENT AND PROXY MATERIALS. The Acquiring Company will prepare and file with the Commission a registration statement on Form N-14 relating to the Acquiring Fund Shares to be issued to the Selling Fund Shareholders (the “Registration Statement”). The Registration Statement shall include a proxy statement of the Selling Fund and a prospectus of the Acquiring Fund relating to the transaction contemplated by this Agreement. The Registration Statement shall be in compliance with the 1933 Act, the 1934 Act, and the 1940 Act, as applicable. Each party will provide the other party with the materials and information necessary to prepare the proxy statement and related materials (the “Proxy Materials”), for inclusion therein, in connection with the meeting of Selling Fund shareholders to consider the approval of this Agreement and the transactions contemplated herein.

5.8 REPORTING RESPONSIBILITY. Any reporting responsibility of the Selling Fund, including, without limitation, the responsibility for filing of regulatory reports, tax returns or other documents with the Commission, any state securities commission, and any U.S. federal, state or local tax authorities or any other relevant authority, is and shall remain the responsibility of the Selling Fund.

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5.9 SELLING FUND FINANCIAL STATEMENTS. The audited financial statements for the annual period ended December 31, 2014, will be prepared in accordance with generally accepted accounting principles, and such statements (copies of which will be furnished to the Acquiring Fund) will fairly reflect the financial condition of the Selling Fund as of December 31, 2014, and there will be no known contingent liabilities of the Selling Fund as of such date that are not disclosed in such statements.

5.10 TAX STATUS OF REORGANIZATION. The parties intend that the Reorganization will qualify as a reorganization within the meaning of Section 368(a)(1) of the Code. None of the Selling Trust, the Selling Fund, the Acquiring Company or the Acquiring Fund shall (either before or after the Closing Date) take any action or cause any action to be taken (including, without limitation the filing of any tax return) that is inconsistent with such treatment or that results in the failure of the Reorganization to qualify as a reorganization within the meaning of Section 368(a)(1) of the Code. At or prior to the Closing Date, the parties to this Agreement will take such reasonable action, or cause such action to be taken, as is reasonably necessary to enable Paul Hastings LLP to render the tax opinion contemplated in this Agreement.

5.11 COMPLIANCE WITH SECTION 15(f) OF THE 1940 ACT. (a) The Acquiring Company agrees that for a period of three (3) years after the Closing Date, the Acquiring Company will maintain the composition of its Board of Directors so that at least 75% of the board members of the Acquiring Fund or the Acquiring Company, as applicable (or any successor) are not “interested persons” (as defined in the 1940 Act) of Arrowpoint; and (b) Arrowpoint agrees that for a period of two (2) years after the Closing Date, neither Arrowpoint nor any of its affiliates (or any entity which will act as investment adviser to the Acquiring Fund (or any successor)) shall impose an “unfair burden” (pursuant to Section 15(f) of the 1940 Act) on the Acquiring Fund (or any successor) as a result of the transactions contemplated hereby.

5.12 STATEMENT OF ASSETS AND LIABILITIES. The Selling Fund shall, as soon as is reasonably practicable after the Closing Date, deliver to the Acquiring Fund a statement of the Selling Fund’s assets and liabilities, together with a list of the Selling Fund’s portfolio securities showing the tax basis of such securities by lot and the holding periods of such securities, as of the Closing Date, certified by the Treasurer or Assistant Treasurer of the Selling Trust.

5.13 CONFIDENTIALITY.

(a) The Acquiring Company, the Acquiring Fund, the Selling Trust, the Selling Fund, Arrowpoint and Windowpane (the “Protected Persons”) will hold, and will cause their board members, officers, employees, representatives, agents and affiliates to hold, in strict confidence, and not disclose to any other person, and not use in any way except in connection with the transactions herein contemplated, without the prior written consent of the other Protected Persons, all non-public, confidential or proprietary information obtained from the other Protected Persons in connection with the transactions contemplated by this Agreement, except such information may be disclosed: (i) to governmental or regulatory bodies, and, where necessary, to any other person in connection with the obtaining of consents or waivers as contemplated by this Agreement; (ii) if required by court order or decree or applicable law; (iii) if it is publicly available through no act or failure to act of such party; (iv) if it was already known to such party on a non-confidential basis on the date of receipt; (v) during the course of or in connection with any litigation, government investigation, arbitration, or other proceedings based upon or in connection with the subject matter of this Agreement, including, without limitation, the failure of the transactions contemplated hereby to be consummated; or (vi) if it is otherwise expressly provided for herein.

(b) In the event of a termination of this Agreement, the Protected Persons agree that they along with their board members, employees, representatives, agents and affiliates shall, and shall cause their affiliates to, except with the prior written consent of the other Protected Persons, keep secret and retain in strict confidence, and not use for the benefit of itself or themselves, nor disclose to any other persons, any and all non-public, confidential or proprietary information relating to the other Protected Persons and their related parties and affiliates, whether obtained through their due diligence investigation, this Agreement or otherwise, except such information may be disclosed: (i) if required by court order or decree or applicable law; (ii) if it is publicly available through no act or failure to act of such party; (iii) if it was already known to such party on a non-confidential basis on the date of receipt; (iv) during the course of or in connection with any litigation, government investigation, arbitration, or other proceedings based upon or in connection with the subject matter of this Agreement, including, without limitation, the failure of the transactions contemplated hereby to be consummated; or (v) if it is otherwise expressly provided for herein.

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ARTICLE VI

CONDITION PRECEDENT TO OBLIGATIONS OF THE SELLING FUND

The obligations of the Selling Fund to consummate the transactions provided for herein shall be subject to the following conditions:

6.1 All representations, covenants, and warranties of the Acquiring Company and the Acquiring Fund contained in this Agreement shall be true and correct in all material respects as of the date hereof and as of the Closing Date, with the same force and effect as if made on and as of the Closing Date. The Acquiring Fund shall have delivered to the Selling Fund a certificate executed in the Acquiring Fund’s name by the Acquiring Company’s President and its Treasurer, in form and substance satisfactory to the Selling Fund and dated as of the Closing Date, to such effect and as to such other matters as the Selling Fund shall reasonably request.

6.2 The Selling Fund shall have received on the Closing Date an opinion from Davis Graham & Stubbs LLP, dated as of the Closing Date, in a form reasonably satisfactory to the Selling Fund substantially to the effect that:

(a) The Acquiring Fund is a legally designated, separate series of the Acquiring Company, and the Acquiring Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Maryland, with power under its articles of incorporation and Bylaws, each as amended or supplemented from time to time, to own all of its properties and assets and to carry on its business as presently conducted.

(b) The Acquiring Company is registered as an investment company under the 1940 Act, and, to such counsel’s knowledge, such registration under the 1940 Act is in full force and effect.

(c) Assuming that the Acquiring Fund Shares have been issued in accordance with the terms of this Agreement, the Acquiring Fund Shares to be issued and delivered to the Selling Fund on behalf of the Selling Fund Shareholders, as provided by this Agreement, are duly authorized and upon such delivery will be validly issued, fully paid and non-assessable, and no shareholder of the Acquiring Fund has any preemptive rights with respect to Acquiring Fund Shares.

(d) The Registration Statement is effective and to such counsel’s knowledge, no stop order under the 1933 Act pertaining thereto has been issued, and to the knowledge of such counsel, no consent, approval, authorization or order of any court or governmental authority of the United States or the State of Maryland is required for consummation by the Acquiring Fund of the transactions contemplated herein, except as have been obtained.

(e) The execution and delivery of this Agreement did not, and the consummation of the transactions contemplated herein will not, result in a violation of the Acquiring Company’s articles of incorporation or Bylaws, each as amended or supplemented from time to time.

(f) This Agreement has been duly authorized, executed and delivered by the Acquiring Company on behalf of the Acquiring Fund and, assuming due authorization, execution and delivery of this Agreement by the Selling Trust, on behalf of the Selling Fund, is a valid and binding obligation of the Acquiring Company on behalf of the Acquiring Fund enforceable against the Acquiring Fund in accordance with its terms, subject as to enforcement to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws relating to or affecting creditors’ rights generally and to general equity principles.

Such opinion shall be based on customary assumptions and such representations as Davis Graham & Stubbs LLP may reasonably request of the Funds, and the Selling Fund and the Acquiring Fund will cooperate to make and certify the accuracy of such representations. Such opinion may also rely on the opinion of other counsel to the extent set forth in such opinion. With respect to the opinion on the enforceability of this Agreement, Davis Graham & Stubbs LLP may assume without any independent investigations that the laws of the State of Maryland are identical in all respects to the corporate laws of the State of Colorado.

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ARTICLE VII

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND

The obligations of the Acquiring Fund to consummate the transactions provided for herein shall be subject to the following conditions:

7.1 All representations, covenants, and warranties of the Selling Trust and the Selling Fund contained in this Agreement shall be true and correct in all material respects as of the date hereof and as of the Closing Date, with the same force and effect as if made on and as of the Closing Date. The Selling Fund shall have delivered to the Acquiring Fund on the Closing Date a certificate executed in the Selling Fund’s name by the Selling Trust’s President and Treasurer, in form and substance satisfactory to the Acquiring Fund and dated as of the Closing Date, to such effect and as to such other matters as the Acquiring Fund shall reasonably request.

7.2 The Acquiring Fund shall have received on the Closing Date an opinion from Paul Hastings LLP, or local Massachusetts counsel, dated as of the Closing Date, in a form reasonably satisfactory to the Acquiring Fund substantially to the effect that:

(a) The Selling Fund is a duly authorized, separate series of the Selling Trust, and the Selling Trust is a business trust duly organized, validly existing and in good standing under the laws of the Commonwealth of Massachusetts, with power under its Declaration of Trust and Bylaws, each as amended from time to time, to own all of the properties and assets of the Selling Fund and to carry on the business as presently conducted.

(b) The Selling Trust is registered as an investment company under the 1940 Act, and, to such counsel’s knowledge, such registration under the 1940 Act is in full force and effect.

(c) To the knowledge of such counsel, no consent, approval, authorization or order of any court or governmental authority of the United States or the Commonwealth of Massachusetts is required for consummation by the Selling Fund of the transactions contemplated herein, except as have been obtained.

(d) The execution and delivery of this Agreement did not, and the consummation of the transactions contemplated herein will not, result in a violation of the Selling Trust’s Declaration of Trust, as amended (assuming approval of Selling Fund shareholders has been obtained) or its Bylaws.

(e) This Agreement has been duly authorized, executed and delivered by the Selling Trust on behalf of the Selling Fund and, assuming due authorization, execution and delivery of this Agreement by the Acquiring Company on behalf of the Acquiring Fund, is a valid and binding obligation of the Selling Trust on behalf of the Selling Fund enforceable against the Selling Fund in accordance with its terms, subject as to enforcement to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws relating to or affecting creditors’ rights generally and to general equity principles.

Such opinion shall be based on customary assumptions and such representations as Paul Hastings LLP, or local Massachusetts counsel may reasonably request of the Funds, and the Selling Fund and the Acquiring Fund will cooperate to make and certify the accuracy of such representations.

7.3 As of the Closing Date, the assets of the Selling Fund to be acquired by the Acquiring Fund will include no assets which the Acquiring Fund has identified to the Selling Fund at least two (2) business days prior to Closing as being unsuitable for the Acquiring Fund to acquire by reason of limitations in the Acquiring Company Governing Documents, or of investment restrictions disclosed in the Registration Statement.

7.4 The Selling Trust shall have declared all necessary distributions to the Selling Fund Shareholders, which, together with all previous distributions, will have the effect of distributing to the Selling Fund Shareholders all of the Selling Fund’s investment company taxable income (computed without regard to the deduction for dividends paid) and net realized capital gains, if any, through the Closing Date.

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ARTICLE VIII

FURTHER CONDITIONS PRECEDENT

The obligations of each Fund shall also be subject to the following:

8.1 This Agreement and the transactions contemplated herein, with respect to the Selling Fund, shall have been approved by the requisite vote of the holders of the outstanding shares of the Selling Fund in accordance with applicable law and the provisions of the Selling Trust Governing Documents. Notwithstanding anything herein to the contrary, neither Fund may waive the conditions set forth in this Section 8.1.

8.2 This Agreement and the transactions contemplated herein shall have been approved by the Board of Directors of the Acquiring Company and the Board of Trustees of the Selling Trust and each Fund shall have delivered to the other a copy of the resolutions approving this Agreement adopted by its Board, certified by the Secretary or equivalent officer.

8.3 On the Closing Date, the Commission shall not have issued an unfavorable report under Section 25(b) of the 1940 Act, or instituted any proceeding seeking to enjoin the consummation of the transactions contemplated by this Agreement under Section 25(c) of the 1940 Act. Furthermore, no action, suit or other proceeding shall be threatened or pending before any court or governmental agency in which it is sought to restrain or prohibit, or obtain damages or other relief in connection with this Agreement or the transactions contemplated herein.

8.4 All required consents of other parties and all other consents, orders, and permits of U.S. federal, state and local regulatory authorities (including those of the Commission and of state securities authorities, including any necessary “no-action” positions and exemptive orders from such U.S. federal and state authorities) to permit consummation of the transactions contemplated herein shall have been obtained.

8.5 The Funds shall have received an opinion of Paul Hastings LLP substantially to the effect that with respect to the Reorganization for U.S. federal income tax purposes:

(a) The transfer of all the Selling Fund’s assets to the Acquiring Fund in exchange solely for Acquiring Fund Shares and the assumption by the Acquiring Fund of all the liabilities of the Selling Fund followed by the distribution by the Selling Fund of all the Acquiring Fund Shares to the Selling Fund Shareholders in complete liquidation of the Selling Fund will constitute a “reorganization” within the meaning of Section 368(a)(1) of the Code and the Acquiring Fund and the Selling Fund will each be a “party to a reorganization,” within the meaning of Section 368(b) of the Code, with respect to the Reorganization.

(b) No gain or loss will be recognized by the Acquiring Fund upon the receipt of all the assets of the Selling Fund solely in exchange for Acquiring Fund Shares and the assumption by the Acquiring Fund of all the liabilities of the Selling Fund.

(c) No gain or loss will be recognized by the Selling Fund upon the transfer of all the Selling Fund’s assets to the Acquiring Fund solely in exchange for Acquiring Fund Shares and the assumption by the Acquiring Fund of all the liabilities of the Selling Fund or upon the distribution (whether actual or constructive) of Acquiring Fund Shares to the Selling Fund Shareholders solely in exchange for such shareholders’ shares of the Selling Fund in complete liquidation of the Selling Fund.

(d) No gain or loss will be recognized by the Selling Fund Shareholders upon the exchange of their Selling Fund shares solely for Acquiring Fund Shares in the Reorganization.

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(e) The aggregate basis of the Acquiring Fund Shares received by each Selling Fund Shareholder pursuant to the Reorganization will be the same as the aggregate basis of the Selling Fund shares exchanged therefor by such shareholder. The holding period of Acquiring Fund Shares received by each Selling Fund Shareholder will include the period during which the Selling Fund shares exchanged therefor were held by such shareholder, provided such Selling Fund shares are held as capital assets at the time of the Reorganization.

(f) The basis of the Selling Fund’s assets transferred to the Acquiring Fund will be the same as the basis of such assets to the Selling Fund immediately before the Reorganization. The holding period of the assets of the Selling Fund in the hands of the Acquiring Fund will include the period during which those assets were held by the Selling Fund.

No opinion will be expressed as to the effect of the Reorganization on (i) the Selling Fund or the Acquiring Fund with respect to any asset as to which any unrealized gain or loss is required to be recognized for federal income tax purposes at the end of a taxable year (or on the termination or transfer thereof) under a mark-to-market system of accounting, or (ii) any Selling Fund Shareholder that is required to recognize unrealized gains and losses for federal income tax purposes under a mark-to-market system of accounting; (iii) any gain or loss that may be recognized on “section 1256 contracts” as defined in section 1256(b) of the Code as a result of the closing of the tax year of the Selling Fund, or (iv) any other gain or loss that may be required to be recognized as a result of the closing of the tax year of the Selling Fund.

Further, no opinion will be expressed as to the effect of the Reorganization on (i) the taxable year of any Selling Fund Shareholder, (ii) the Selling Fund or the Acquiring Fund with respect to any stock held in a passive foreign investment company as defined in Section 1297(a) of the Code or personal holding company as defined in Section 542 of the Code, (iii) any shares held as a result of or attributable to compensation for services by any person, or (iv) any other U.S. federal tax issues (except those set forth above) or any state, local or foreign tax issues of any kind.

Such opinion shall be based on customary assumptions and limitations and such representations as Paul Hastings LLP may reasonably request of the Funds, and the Selling Fund and the Acquiring Fund will cooperate to make and certify the accuracy of such representations. Notwithstanding anything herein to the contrary, neither the Acquiring Fund nor the Selling Fund may waive the conditions set forth in this Section 8.5.

ARTICLE IX

EXPENSES

9.1 The Funds will pay no expenses solely related to their participation in the Reorganization. Arrowpoint will pay for all reasonable legal counsel and other expenses of the Acquiring Fund and of the Selling Fund incurred solely and directly in connection with the Reorganization, including, without limitation, board meeting fees and costs and costs associated with any proxy solicitation of Selling Fund Shareholders, whether or not the transactions contemplated by this Agreement are consummated.

9.2 Each party represents and warrants to the other that there is no person or entity entitled to receive any broker’s fees or similar fees or commission payments in connection with the transactions provided for herein.

9.3 Notwithstanding the foregoing, expenses will in any event be paid by the party directly incurring such expenses if and to the extent that the payment by another party of such expenses would result in the disqualification of the Selling Fund or the Acquiring Fund, as the case may be, as a RIC. Selling Fund shareholders will pay their respective expenses, if any, incurred in connection with the Reorganization.

ARTICLE X

INDEMNIFICATION

10.1 The Acquiring Company, solely out of the Acquiring Fund’s assets and property, agrees to indemnify and hold harmless the Selling Trust, its trustees and its officers from and against any and all losses, claims, damages, liabilities or expenses (including, without limitation, the payment of reasonable legal fees and reasonable costs of investigation) to which any such indemnified party may become subject, insofar as any such loss, claim, damage, liability or expense (or actions with respect thereto) arises out of or is based on any breach by the Acquiring Company or the Acquiring Fund of any of its representations, warranties, covenants or agreements set forth in this Agreement.

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10.2 The Selling Trust, solely out of the Selling Fund’s assets and property, agrees to indemnify and hold harmless the Acquiring Company, its directors and its officers from and against any and all losses, claims, damages, liabilities or expenses (including, without limitation, the payment of reasonable legal fees and reasonable costs of investigation) to which any such indemnified party may become subject, insofar as any such loss, claim, damage, liability or expense (or actions with respect thereto) arises out of or is based on any breach by the Selling Trust or the Selling Fund of any of its representations, warranties, covenants or agreements set forth in this Agreement.

ARTICLE XI

ENTIRE AGREEMENT; SURVIVAL OF COVENANTS

11.1 The parties agree that no party has made to the other parties any representation, warranty and/or covenant not set forth herein, and that this Agreement constitutes the entire agreement between and among the parties.

11.2 Except for the covenants set forth in Sections 1.4, 1.9, 5.5, 5.6, 5.11, 5.12, 5.13, 9.1, 9.3, 11.2 and Article X, the representations, warranties, and covenants contained in this Agreement or in any document delivered pursuant to or in connection with this Agreement shall not survive the consummation of the transactions contemplated hereunder.

ARTICLE XII

TERMINATION

12.1 This Agreement may be terminated by the mutual agreement of the Acquiring Company and the Selling Trust and such termination may be effected by the Presidents of the Acquiring Company and the Selling Trust in writing without further action by their respective Boards. In addition, either the Acquiring Company or the Selling Trust may at its option terminate this Agreement at or before the Closing Date due to:

(a) a material breach by the other party of any representation, warranty, or agreement contained herein to be performed at or before the Closing Date, if not cured within thirty (30) days of written notice thereof;

(b) a condition precedent to the obligations of the terminating party that has not been met and it reasonably appears that it will not or cannot be met; or

(c) a determination by the Board of Directors of the Acquiring Company or the Board of Trustees of the Selling Trust that the consummation of the transactions contemplated herein is not in the best interests of the Acquiring Fund or Selling Fund, respectively.

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12.2 In the event of any such termination, in the absence of willful default, there shall be no liability for damages on the part of the Acquiring Company, the Acquiring Fund, the Selling Trust, the Selling Fund, Arrowpoint, Windowpane, or their respective board members, members, shareholders, officers or employees. In the event of willful default, all remedies at law or in equity of the party adversely affected shall survive.

ARTICLE XIII

AMENDMENTS

13.1 This Agreement may be amended, modified, or supplemented in such manner as may be mutually agreed upon in writing by the officers of the Acquiring Company and the Selling Trust as specifically authorized by their respective Boards; provided, however, that following the meeting of the Selling Fund Shareholders called by the Selling Fund pursuant to Section 5.2 of this Agreement, no such amendment may have the effect of changing the provisions hereof to the detriment of such shareholders without their further approval.

ARTICLE XIV

HEADINGS; COUNTERPARTS; GOVERNING LAW;

ASSIGNMENT; LIMITATION OF LIABILITY

14.1 The article and section headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

14.2 This Agreement may be executed in any number of counterparts, each of which shall be deemed an original.

14.3 This Agreement shall be governed by and construed in accordance with the laws of the State of Maryland, without regard to conflict of laws.

14.4 This Agreement shall bind and inure to the benefit of the parties hereto and their respective successors and assigns, but, except as provided in this section, no assignment or transfer hereof or of any rights or obligations hereunder shall be made by any party without the written consent of the other parties. Nothing herein expressed or implied is intended or shall be construed to confer upon or give any person, firm, or corporation, other than the parties hereto and their respective successors and assigns, any rights or remedies under or by reason of this Agreement.

14.5 It is expressly agreed that the obligations of each Fund hereunder shall not be binding upon any of the trustees, directors, shareholders, nominees, officers, agents, or employees of the Acquiring Company or the Selling Trust personally, but shall bind only the property of the respective Fund, as provided in the Acquiring Company Governing Documents and the Selling Trust Governing Documents. Moreover, no series of the Selling Trust or Acquiring Company other than the Selling Fund or Acquiring Fund, respectively, shall be responsible for the obligations of the Acquiring Company or Selling Trust hereunder, and all persons shall look only to the assets of the applicable Fund to satisfy the obligations of such Trust and Fund hereunder. The execution and delivery of this Agreement have been authorized by the Board of Directors of the Acquiring Company on behalf of the Acquiring Fund and the Board of Trustees of the Selling Trust on behalf of the Selling Fund and signed by authorized officers of the Acquiring Company and the Selling Trust, respectively, acting as such. Neither the authorization by such Board of Directors or Board of Trustees, as applicable, nor the execution and delivery by such officers shall be deemed to have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the property of the respective Fund.

ARTICLE XV

NOTICES

15.1 Any notice, report, statement or demand required or permitted by any provisions of this Agreement shall be in writing and shall be deemed duly given if delivered by hand (including by FedEx or similar express courier) or transmitted by facsimile or three days after being mailed by prepaid registered or certified mail, return receipt requested, addressed to the Selling Trust or to the Acquiring Company at the applicable address set forth in the first paragraph of this Agreement, or to any other address that the Selling Trust or the Acquiring Company shall have last designated by notice to the other party.

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WITNESS WHEREOF, the parties have duly executed this Agreement, all as of the date first written above.

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STATEMENT OF ADDITIONAL INFORMATION

MERIDIAN FUND, INC.

100 Fillmore Street

Suite 325

Denver, CO 80206

This Statement of Additional Information of Meridian Fund, Inc. (the “Company”), which is not a prospectus, supplements and should be read in conjunction with the Prospectus/Proxy Statement dated April 21, 2015 (the “Prospectus/Proxy Statement”), relating specifically to the proposed Reorganization of the Jordan Opportunity Fund, a series of Professionally Managed Portfolios (the “Jordan Fund”) with and into Meridian Equity Income Fund (the “Meridian Fund”), a series of the Company (the “Reorganization”).

You may obtain a copy of the Prospectus/Proxy Statement by contacting 1-866-751-6310. The Reorganization is expected to occur pursuant to the Agreement and Plan of Reorganization. Unless otherwise indicated, capitalized terms used herein and not otherwise defined have the same meanings as are given to them in the Prospectus/Proxy Statement.

GENERAL INFORMATION

A Special Meeting of the Jordan Fund shareholders will be held on June 10, 2015 at 10:00 a.m. Pacific Time, in the offices of U.S. Bancorp Fund Services, LLC, located at 2020 E. Financial Way, Suite 100, Glendora, California 91741. For further information about the Reorganization, see the Proxy Statement/Prospectus.

FINANCIAL STATEMENTS AND OTHER INCORPORATED DOCUMENTS

This Statement of Additional Information related to the Prospectus/Proxy Statement consists of this cover page, the accompanying pro forma financial statements and the following documents, each of which was filed electronically with the SEC and is incorporated by reference herein:

(i) the statement of additional information of the Jordan Fund, dated April 17, 2015;

(ii) the statement of additional information of the Meridian Fund, dated October 31, 2014, as supplemented on March 20, 2015;

(iii) the financial statements, financial highlights and related report of the independent registered public accounting firm for the Jordan Fund included in the Annual Reports to Shareholders for the fiscal years ended December 31, 2013 and December 31, 2014 and the Semi-Annual Report to Shareholders, dated June 30, 2014; and

(iv) the financial statements, financial highlights and related report of the independent registered public accounting firm for the Meridian Fund included in the Meridian Fund’s Annual Report to Shareholders for the fiscal years ended June 30, 2014 and June 30, 2013 and in the Semi-Annual Report to Shareholders, dated December 31, 2014, which is unaudited.

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PRO FORMA FINANCIAL STATEMENTS

Introduction

The accompanying unaudited pro forma financial statements are presented to show the effect of the proposed Reorganization of the Jordan Opportunity Fund, a series of Professionally Managed Portfolios, with and into the Meridian Equity Income Fund, a series of Meridian Fund, Inc., as if the Reorganization had taken place on December 31, 2014. For purposes of these pro forma financial statements, the financial information covers the period from January 1, 2014 through December 31, 2014. The pro forma financial statements give effect to the proposed exchange of shares of the Jordan Fund for shares of the Meridian Fund. These statements have been derived from the books and records utilized in calculating daily net asset values at December 31, 2014.

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Statement of Investments as of December 31, 2014 (Unaudited)

Pro Forma Statement of Investments

Jordan Opportunity Fund

Meridian Equity Income Fund

Meridian Equity Income Fund Pro Forma Combined

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