As filed with the Securities and Exchange Commission on April 29, 2016

Securities Act of 1933 Registration Number: 002-96141
Investment Company Act of 1940 Registration Number: 811-04244

_____________________________________________________________________________________________

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

___________________

FORM N-1A
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Post-Effective Amendment No. 49

AND

REGISTRATION STATEMENT
UNDER
THE INVESTMENT COMPANY ACT OF 1940

Amendment No. 43

___________________

SOUND SHORE FUND, INC.
(Exact name of Registrant as Specified in Charter)
_____________________

Three Canal Plaza, Suite 600
Portland, Maine 04101
(Address of Principal Executive Office)

Registrant's Telephone Number, including area code: 800-551-1980

Lowell Haims
Sound Shore Management, Inc.
8 Sound Shore Drive
Greenwich, Connecticut 06830
(Name and Address of Agent for  Service ):

___________________

Copies to:


Margaret Bancroft, Esq.
Dechert, LLP
1095 Avenue of the Americas, 30th Floor
New York, NY 10036-6797

___________________

It is proposed that this filing will become effective:

           
   [  ]     immediately upon filing pursuant to Rule 485, paragraph (b)(1)  
  [X]     on May 1, 2016, pursuant to Rule 485, paragraph (b)(1)  
   [  ]     60 days after filing pursuant to Rule 485, paragraph (a)(1)  
   [  ]     on                     , pursuant to Rule 485, paragraph (a)(1)  
   [  ]     75 days after filing pursuant to Rule 485, paragraph (a)(2)  
   [  ]     on                     , pursuant to Rule 485, paragraph (a)(2)  

If appropriate, check the following box:

           
   [  ]     this post-effective amendment designates a new effective date for a previously filed post-effective amendment.  


PROSPECTUS

May 1, 2016
 
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Investor Class

Ticker Symbol: SSHFX

Institutional Class

Ticker Symbol: SSHVX

Sound Shore Fund seeks growth of capital using a value-oriented approach. Shares of the Fund are offered to investors without any sales charge or Rule 12b-1 (distribution) fees.

The Securities and Exchange Commission has not approved or disapproved the Fund's shares or determined whether this prospectus is accurate or complete. Any representation to the contrary is a criminal offense.

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Table of Contents

                 
  Summary Section     1  
        Investment Objective     1  
        Fees and Expenses     1  
        Principal Investment Strategies     2  
        Principal Investment Risks     3  
        Performance Bar Chart and Table     4  
        Investment Adviser     6  
        Portfolio Managers     6  
        Purchasing or Selling Your Shares     7  
        Tax Information     8  
        Payments to Broker-Dealers and Other Financial Intermediaries     8  
  Additional Information     9  
        Who May Want to Invest in the Fund     9  
        Concepts to Understand     9  
        More Information about Fund Principal Investments, Risks and the Scope of Portfolio Investments     10  
  Management     14  
        Adviser     14  
        Portfolio Managers     14  
        Other Service Providers     15  
        Fund Expenses     15  
  Your Account     17  
        How to Contact the Fund     17  
        General Information     17  
        Investment Procedures     22  
        Selling Shares     23  
        Retirement Accounts     27  
        Voluntary Conversions     27  
        Involuntary Conversions and Redemptions     28  
  Other Information     29  
        Distributions     29  
        Taxes     29  
  Financial Highlights     31  


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Summary Section

Investment Objective

The investment objective of Sound Shore Fund, Inc. (the "Fund") is growth of capital.

Fees and Expenses

The following tables describe the various fees and expenses that you will pay if you invest in the Fund.

                 
  Shareholder Fees
(fees paid directly from your investment)
    Investor Class     Institutional Class  
  Maximum Sales Charge (Load) Imposed on Purchases (as a % of offering price)     None     None  
  Maximum Deferred Sales Charge (Load) (as a % of amount redeemed)     None     None  
  Maximum Sales Charge (Load) Imposed on Reinvested Distributions     None     None  
  Redemption Fee     None     None  
  Exchange Fee     None     None  
  Maximum Account Fee     None     None  

                 
  Annual Fund Operating Expenses
(expenses that you pay each year as a percentage of the value of your investment)
 
  Management Fees     0.75%     0.75%  
  Distribution (12b-1) Fees     None     None  
  Other Expenses     0.18%     0.08%  
  Total Annual Fund Operating Expenses     0.93%     0.83%  
  Fee Waivers and/or Expense Reimbursements (1)     0.00%     (0.08)%  
  Total Annual Fund Operating Expenses After Fee Waivers and/or Expense Reimbursements     0.93%     0.75%  

(1) Pursuant to an expense limitation agreement between the Adviser and the Fund, the Adviser has agreed to reimburse all of the ordinary expenses of the Institutional Class included in Total Annual Fund Operating Expenses (excluding advisory fees, interest, taxes, securities lending costs, brokerage commissions, acquired fund fees and expenses, extraordinary expenses and all litigation costs). The agreement is in effect until at least May 1, 2017. Thereafter, it is automatically renewed for one year terms unless the Adviser gives notice of its termination.

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Example

The following is a hypothetical example intended to help you compare the cost of investing in the Fund to the cost of investing in other mutual funds. This example assumes that you invest $10,000 in the Fund's Investor Class and Institutional Class and then redeem all of your shares at the end of each period. This example also assumes that your investment has a 5% annual return and that the Fund's Total Annual Fund Operating Expenses remain the same, except that the Institutional Class' expense limitation is assumed only to pertain to the first year. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

                             
        1 Year     3 Years     5 Years     10 Years  
  Investor Class     $95     $296     $515     $1,143  
  Institutional Class     $77     $257     $453     $1,018  

Portfolio Turnover

The Fund pays transaction costs, such as broker commissions, when it buys and sells equity securities (or "turns over" its portfolio). 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 Total Annual Fund Operating Expenses or in the Example, affect the Fund's performance. During the most recent fiscal year, the Fund's portfolio turnover rate was 39% of the average value of its portfolio.

Principal Investment Strategies

The Fund's Adviser seeks to meet the Fund's investment objective of growth of capital by employing a value investment strategy to its selection of predominantly Large Cap and Mid Cap common stocks for the portfolio.

That investment strategy is built upon three components:

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Disciplined Approach - Since the Fund's inception in 1985, the Adviser has consistently applied its value-oriented investment philosophy and process. This process is driven by strict valuation screening, rigorous company specific research, and stock selection. The Adviser strives to be at or near fully invested.

Risk Aversion - The Adviser's focus and emphasis on companies selling at low absolute and relative P/E valuations provides risk control. The portfolio is oriented toward financially sound companies that have underperformed and have lost Wall Street's attention due to low expectations. The Adviser analyzes risk on a company-by-company basis and establishes maximum position constraints in portfolio construction.

Long-Term Orientation - The Adviser's bottom-up, stock by stock process generally incorporates a 12-36 month investment time horizon while resisting fads, themes and market timing.

While most of the Fund's assets will be invested in domestic common stock, the Fund may also invest in U.S. traded Large Cap and Mid Cap securities issued by companies organized outside the United States including American Depositary Receipts.

Principal Investment Risks

You could lose money on your investment in the Fund, or the Fund could underperform other investments, if any of the following occurs:

The stock market goes down

Value stocks fall out of favor with the stock market

The stock market continues to undervalue the stocks in the Fund's portfolio

The Adviser's judgment as to the value of a stock proves to be wrong

An investment in the Fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.

Risks Associated with Value Investing An investment in the Fund is not by itself a complete or balanced investment program. Because the Adviser seeks securities that are undervalued by the market, there is a risk that the market will not recognize a security's intrinsic value for a long time. There is also a risk that the securities

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the Adviser believes are undervalued are actually appropriately priced due to problems that are not yet apparent. In addition, the Fund's value investment approach can undergo cycles of greater or lesser investor interest and, therefore, may lead to a decrease in the prices of the stocks in the Fund's portfolio.

General Market Risk You could lose money on your investment in the Fund or the Fund could underperform other investments.

Mid Cap Risk Securities of medium sized companies may be more volatile and more difficult to liquidate during market downturns than securities of large, more widely traded companies.

Foreign Securities Risk The Fund may invest in foreign securities primarily in the form of American Depositary Receipts. Investing in the securities of foreign issuers also involves certain special risks, which are not typically associated with investing in U.S. dollar-denominated securities or quoted securities of U.S. issuers including increased risks of adverse issuer, political, regulatory, market or economic developments. Investments in foreign securities also may be affected favorably or unfavorably by changes in currency rates and in exchange control regulations.

Performance Bar Chart and Table

The following chart illustrates the variability of the returns of the Fund's Investor Class shares. The chart and table provide some indication of the risks of investing in the Fund by showing changes in the Fund's Investor Class performance from year-to-year and how the Fund's annual returns compare to a broad measure of market performance. The Institutional Class would have substantially similar annual returns to those of the Investor Class because both classes of shares are invested in the same portfolio of securities and the annual returns would differ only to the extent that Institutional Class shares have a lower expense ratio. Performance information represents only past performance, before and after taxes, and does not necessarily indicate future results.

The following chart shows the annual total return of the Fund's Investor Class for the last ten years.

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During the periods shown in the chart above, the highest calendar quarterly return was 15.57% (for the quarter ended June 30, 2009) and the lowest quarterly return was -24.81% (for the quarter ended December 31, 2008).

The following table compares the Investor Class average annual total return, average annual total return after taxes on distributions, and average annual total return after taxes on distributions and sale of shares as of December 31, 2015 to the S&P 500 ® Index.

                       
        1 Year     5 Years     10 Years  
  Investor Class - Return Before Taxes     -5.02%     10.96%     6.28%  
  Investor Class - Return After Taxes on Distributions     -7.49%     9.66%     5.28%  
  Investor Class - Return After Taxes on Distributions and Sale of Fund Shares     -0.75%     8.73%     5.08%  
  Institutional Class - Return Before Taxes (1)     -4.84%     11.16%     6.48%  
  S&P 500 Index (does not reflect deductions for fees, expenses or taxes)     1.38%     12.57%     7.31%  

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(1) After-tax returns are required to be disclosed for one class only, therefore, no after-tax returns are shown for the Institutional Class. Performance information for the Institutional Class, first offered on December 9, 2013, is based on the performance of the Investor Class, through December 8, 2013, adjusted for the lower expenses applicable to the Institutional Class. The Institutional Class' net expense ratio is 0.75% since the Fund Adviser has agreed to reimburse essentially all of the ordinary expenses in excess of 0.75%. For more information about expense reimbursements please see note 1 to the Fees and Expenses tables.

After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor's tax situation and may differ from those shown. After-tax returns shown are not relevant to investors who hold their Fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts. When returns before taxes are negative, the return after taxes on distributions and sale of Fund shares may exceed the Fund's other returns due to an assumed tax benefit from any losses on a sale of Fund shares at the end of the measurement period.

To obtain updated performance information, please visit the Fund's website at www.soundshorefund.com or call (800) 551-1980.

Investment Adviser

Sound Shore Management, Inc. (the "Adviser") is the Fund's investment adviser.

Portfolio Managers 

The Adviser's portfolio managers are Harry Burn, III, T. Gibbs Kane, Jr., and John P. DeGulis.

Harry Burn, III Co-Chairman of the Adviser, has served as portfolio manager on behalf of the Fund since its inception in 1985.

T. Gibbs Kane, Jr. Co-Chairman of the Adviser, has served as portfolio manager on behalf of the Fund since its inception in 1985.

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John P. DeGulis President of the Adviser, has been with the Adviser since January 1996 and has served as a portfolio manager of the Adviser and on behalf of the Fund since 2003.

Purchasing or Selling Your Shares

You may purchase or redeem Fund shares on any business day by mail (Sound Shore Fund, Inc., P.O. Box 588, Portland, Maine 04112), wire transfer, or telephone at (800) 551-1980. Investors who wish to purchase or redeem Fund shares through a broker-dealer should contact the broker-dealer directly.

Investor Class

The standard minimum initial investment for Investor Class Shares, electronic Fund transfers and systematic investment plans is $10,000 and $2,000 for Traditional and Roth IRA Accounts. There is no minimum investment for additional investments except in the case of electronic Fund Transfers and systematic investment plans in which case the minimum is $50. The standard minimum initial investment may be lower if made through certain broker-dealers.

Institutional Class

The minimum initial investment amount is $1,000,000 for Institutional Class shares of the Fund. There is no minimum for subsequent investments in Institutional Class shares, except in the case of systematic investment plans, in which case the minimum is $1,000. The Fund may reduce or waive the minimum initial investment amount in some cases. Investors purchasing Institutional Class shares through financial intermediaries may be subject to different minimums or charges imposed by such intermediaries.

The minimum initial investment for Institutional Class Shares requirement may be modified or waived in the Fund's discretion for initial investments: (1) through banks, broker-dealers and other financial institutions in (i) discretionary and non-discretionary advisory programs, (ii) fund supermarkets, (iii) asset allocation programs, (iv) other programs in which the client pays an asset-based fee for advice or for executing transactions in Fund shares or for otherwise participating in the program or (v) certain other investment programs that do not charge an asset-based fee; (2) by qualified state tuition plans described in Section 529 of the Code and donor-advised charitable gift funds (subject to all applicable terms and conditions); (3) by defined contribution,

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defined benefit and other employer-sponsored employee benefit plans, whether or not qualified under the Code; (4) made in connection with certain mergers and/or reorganizations as approved by the Adviser; or (5) for individual accounts under common control that together aggregate $1,000,000 or more.

Tax Information

The Fund intends to make distributions each year. The Fund's distributions are taxable, and will be taxed as ordinary income or capital gains, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account. Such tax-deferred arrangements may be taxed later upon withdrawal of monies from those arrangements.

Payments to Broker-Dealers and Other Financial Intermediaries

If you purchase Fund shares through a broker-dealer or other financial intermediary (such as a bank or financial advisor), the Fund and its related companies may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the Fund over another investment. Ask your salesperson or visit your financial intermediary's Web site for more information.

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Additional Information

Who May Want to Invest in the Fund

You may want to purchase shares of the Fund if:

You are willing to tolerate significant changes in the value of your investment

You are pursuing a long-term goal

You are willing to accept higher short-term risk for potential long-term returns

The Fund may not be appropriate for you if:

You want an investment that pursues market trends or focuses only on particular sectors or industries

You need regular income or stability of principal

You are pursuing a short-term goal or investing emergency reserves

Concepts to Understand

Common Stock represents an equity or ownership interest in a company.

American Depositary Receipts (ADRs) typically are issued by a U.S. bank or trust company through a sponsored ADR program and evidence ownership of underlying securities issued by a foreign company, and are designed for use in the U.S. securities market.

Corporate Debt Security is a security that obligates the issuer to pay the holder a specified sum of money at set intervals as well as repay the principal amount of the loan at its maturity.

Preferred Stock is stock that has preference over common stock to the company's dividends (and thus greater potential for income) and whose value generally fluctuates less than common stock.

Convertible Security is a security such as a preferred stock or bond, which may be converted into a specified number of shares of common stock.

Mid Cap Stocks are securities of companies the market value of which is between $1 billion and $10 billion at the time of investment.

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Large Cap Stocks are securities of companies the market value of which is in excess of $10 billion at the time of investment.

More Information about Fund Principal Investments, Risks and the Scope of Portfolio Investments
Investment Objective

The investment objective of the Fund is growth of capital. The Fund's investment objective is fundamental and may not be changed without shareholder approval.

Principal Investment Strategies

The Fund's Adviser seeks to meet the Fund's investment objective of growth of capital by employing a value investment strategy to its selection of predominantly Large Cap and Mid Cap common stocks for the portfolio.

That investment strategy is built upon three components:

Disciplined Approach - Since the Fund's inception in 1985, the Adviser has consistently applied its value-oriented investment philosophy and process. This process is driven by strict valuation screening, rigorous company specific research, and stock selection. The Adviser strives to be at or near fully invested.

Risk Aversion - The Adviser's focus and emphasis on companies selling at low absolute and relative P/E valuations provides risk control. The portfolio is oriented toward financially sound companies that have underperformed and have lost Wall Street's attention due to low expectations. The Adviser analyzes risk on a company-by-company basis and establishes maximum position constraints in portfolio construction.

Long-Term Orientation - The Adviser's bottom-up, stock by stock process generally incorporates a 12-36 month investment time horizon while resisting fads, themes and market timing.

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While most of the Fund's assets will be invested in domestic common stock, the Fund may also invest in U.S. traded Large Cap and Mid Cap securities issued by companies organized outside the United States including American Depositary Receipts.

Principal Investment Risks

You could lose money on your investment in the Fund, or the Fund could underperform other investments, if any of the following occurs:

The stock market goes down

Value stocks fall out of favor with the stock market

The stock market continues to undervalue the stocks in the Fund's portfolio

The Adviser's judgment as to the value of a stock proves to be wrong

An investment in the Fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.

Risks Associated with Value Investing An investment in the Fund is not by itself a complete or balanced investment program. Because the Adviser seeks securities that are undervalued by the market, there is a risk that the market will not recognize a security's intrinsic value for a long time. There is also a risk that the securities the Adviser believes are undervalued are actually appropriately priced due to problems that are not yet apparent. In addition, the Fund's value investment approach can undergo cycles of greater or lesser investor interest and, therefore, may lead to a decrease in the prices of the stocks in the Fund's portfolio.

General Market Risk You could lose money on your investment in the Fund or the Fund could underperform other investments.

Risks of Medium Size Companies Because investing in medium size companies can have more risk than investing in larger, more established companies, an investment in the Fund may have the following additional risks:

Analysts and other investors typically follow these companies less actively and, therefore, information about these companies is not always readily available

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Securities of many medium size companies may be traded in the over-the-counter markets or on a regional securities exchange potentially making them thinly traded, less liquid and their prices more volatile than the prices of the securities of larger companies

Changes in the value of medium size company stocks may not mirror the fluctuation of the general market

More limited product lines, markets and financial resources may make these companies more susceptible to economic or market setbacks

For these and other reasons, the prices of medium capitalization securities can fluctuate more significantly than the securities of larger companies. The smaller the company, the greater effect these risks may have on that company's operations and performance.

Foreign Securities Risk The Fund may invest in foreign securities primarily in the form of American Depositary Receipts ("ADRs"). ADRs represent the right to receive securities of foreign issuers deposited in a domestic bank or a correspondent bank. ADRs are traded on domestic exchanges or in the U.S. over-the-counter market and, generally, are in registered form. Investments in foreign securities may offer potential benefits not available from investments solely in U.S. dollar-denominated or quoted securities of domestic issuers. Investing in the securities of foreign issuers also involves, however, certain special risks, which are not typically associated with investing in U.S. dollar-denominated securities or quoted securities of U.S. issuers including increased risks of adverse issuer, political, regulatory, market or economic developments. Individual foreign economies may differ favorably or unfavorably from the U.S. economy in such respects as growth of gross national product, rate of inflation, capital reinvestment, resource self-sufficiency and balance of payments position. Investments in foreign securities also may be affected favorably or unfavorably by changes in currency rates and in exchange control regulations.

As non-principal investment strategies, the Fund may invest in other types of securities such as U.S. government or government agency obligations, corporate debt securities, preferred stock, American Depositary Receipts and convertible securities when deemed appropriate by the Adviser of the Fund. The Fund may hold cash or cash equivalents, such as high quality money market instruments, pending investment and to retain flexibility in meeting redemptions and paying expenses. In addition, in order to respond to adverse market, economic or other conditions, the Fund may assume a temporary defensive position and invest without limit in these instruments. There is no assurance that the Fund will achieve its investment objective.

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More information about permissible investments can be found under "Investment Strategies and Risks" in the Statement of Additional Information ("SAI").

Disclosure of Portfolio Holdings A description of the Fund's policies and procedures with respect to the disclosure of portfolio securities is available in the Fund's SAI.

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Management

The Fund is an open-end investment company (mutual fund). The business of the Fund is managed under the oversight of the Board of Directors. The Board formulates the general policies of the Fund and meets periodically to review the Fund's performance, monitor investment activities and practices and discuss other matters affecting the Fund. Additional information regarding the Board, as well as the Fund's executive officers, may be found in the SAI.

Adviser

Sound Shore Management, Inc. (the "Adviser"), 8 Sound Shore Drive, Greenwich, Connecticut 06830, has served as investment adviser to the Fund since the Fund's inception in 1985. Subject to the general control of the Board, the Adviser makes investment decisions for the Fund. For its services, the Adviser receives an advisory fee at an annual rate of 0.75% of the average daily net assets of the Fund.

As of March 31, 2016, the Adviser had $5.7 billion of assets under management.

A discussion summarizing the factors which the Board most recently considered in connection with the continuation of the Investment Advisory Agreement between the Fund and the Adviser will be included in the Fund's semi-annual report for the six month period ending June 30, 2016.

Portfolio Managers

Messrs. Burn, Kane and DeGulis are jointly responsible for overall portfolio management and the execution of the Fund's day-to-day investment policies.

Their business experience and educational background are as follows:

Harry Burn, III holds the Chartered Financial Analyst designation and received his B.A. and M.B.A. from the University of Virginia. He co-founded the Adviser in 1978 and has served as a portfolio manager since that date.

T. Gibbs Kane, Jr. holds the Chartered Financial Analyst designation and received his B.S.E. from the University of Pennsylvania Wharton School. He co-founded the Adviser in 1978 and has served as a portfolio manager since that date.

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John P. DeGulis received a B.A. in Economics from Northwestern University, and M.B.A. from Columbia Business School. He joined the Adviser as an analyst in 1996 and became a portfolio manager in 2003.

The Fund's SAI provides additional information about each portfolio manager's respective compensation, other accounts managed by each portfolio manager, and each portfolio manager's respective ownership in the Fund.

Other Service Providers

Atlantic Fund Administration, LLC (d/b/a Atlantic Fund Services) ("Atlantic") provides certain administration and portfolio accounting services to the Fund.

Atlantic Shareholder Services, LLC, a wholly-owned subsidiary of Atlantic, provides certain transfer agency services to the Fund.

Foreside Fund Services, LLC, the Fund's principal underwriter (the "Distributor") acts as the Fund's distributor in connection with the offering of Fund shares. The Distributor is not affiliated with the Adviser, Atlantic or their affiliated companies.

Fund Expenses

The Fund pays for all of its expenses. The Adviser or other service providers may voluntarily waive all or any portion of their fees and reimburse certain expenses of the Fund applicable to either class. Any waiver or reimbursement would have the effect of increasing the performance of the class for the period during which the waiver was in effect. As set forth in a footnote to the "Fees and Expenses" tables, the Adviser has contractually agreed to reimburse certain expenses of the Institutional Class, which has the effect of increasing the Institutional Class' performance while it is in effect.

For its service as Transfer Agent for the Investor Class, the Fund's transfer agent charges a fee of 10 basis points per annum (reflected in the Fund's fee and expense table as a component of "Other Expenses") based on Investor Class assets under management. In the case of Investor Class shares that are bought directly from

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the Fund, the transfer agent acts as a full service transfer agent. In the case where shares are bought through a financial intermediary such as a mutual fund platform or broker-dealer, the financial intermediary effectively provides sub transfer agent services that the transfer agent would otherwise have had to provide. In recognition of this, the transfer agent, the Fund and the Fund's Adviser have entered into an agreement whereby the transfer agent agrees to pay financial intermediaries the transfer agent fee it receives from the Fund for its services to the Investor Class and the Adviser agrees to pay the excess, if any, charged by a financial intermediary. The agreement further provides that for efficient payment purposes, the Adviser is responsible for paying the full fee to the financial intermediaries, subject to reimbursement to it by the Fund's transfer agent of the transfer agent fee.

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Your Account

General Information

You pay no sales charge to purchase or sell (redeem) shares of the Fund. You may purchase or sell shares at the net asset value of a share, or NAV, next calculated after the transfer agent receives your request in proper form. For instance, if the transfer agent receives your purchase request in proper form prior to the close of the New York Stock Exchange (normally 4:00 p.m., Eastern Time), your transaction will be priced at that day's NAV. If the transfer agent receives your purchase request after the close, your transaction will be priced at the next day's NAV. The Fund will not accept orders that request a particular day or price for the transaction or any other special conditions.

The Fund does not issue share certificates.

You will receive quarterly statements and a confirmation of each transaction. You should verify the accuracy of all transactions in your account as soon as you receive your confirmation or quarterly statement.

The Fund may temporarily suspend (during unusual market conditions) or discontinue any service or privilege.

When and How NAV is Determined The Fund calculates its NAV as of the close of the New York Stock Exchange on each weekday except days when the New York Stock Exchange is closed. The time at which NAV is calculated may change in case of an emergency or if the New York Stock Exchange closes early. The Fund's NAV is determined by taking the market value of all securities owned by the Fund (plus all other assets such as cash), subtracting all liabilities and then dividing the result (net assets) by the number of shares outstanding.

How to Contact the Fund

Telephone the Fund at:

(800) 551-1980 (toll free)

Website Address:

www.soundshorefund.com

Wire investments (or electronic funds transfer ("EFT") payments):

Please contact the transfer agent at (800) 551-1980 (toll free) to obtain the ABA routing number and account number for the Fund.

Write to the Fund at:

Sound Shore Fund, Inc.
P.O. Box 588
Portland, ME 04112

Overnight Address:

Sound Shore Fund, Inc.
c/o Atlantic Fund Services
Three Canal Plaza, Ground Floor
Portland, Maine 04101


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The Fund values securities for which market quotations are readily available at current market value other than certain short-term securities which may be valued at amortized cost. Exchange traded securities for which market quotations are readily available are valued using the last quoted sales price as provided by independent pricing services as of the close of trading on the system or exchange on which they are primarily traded, on each Fund business day. In the absence of a sale, such securities are valued at the mean of the last bid and asked prices. Non-exchange traded securities for which over-the-counter market quotations are readily available are generally valued at the mean between the current bid and asked prices, as provided by independent pricing services. Fixed income securities may be valued at prices supplied by the Fund's pricing agent based on broker or dealer supplied valuations or matrix pricing, a method of valuing securities by reference to the value of other securities with similar characteristics, such as rating, interest rate and maturity. Investments in other open-end regulated investment companies are valued at their NAV.

The Fund values securities at fair value pursuant to procedures adopted by the Board if market quotations are not readily available (including a short and temporary lapse in the provision of a price by the regular pricing source) or, if in the judgment of the Adviser, the prices or values available do not represent the fair value of the instrument. Factors which may cause the Adviser to make such a judgment include, but are not limited to, the following: (i) only a bid price or an asked price is available, (ii) the spread between the bid price and the asked price is substantial, (iii) the frequency of sales, (iv) the thinness of the market, (v) the size of reported trades, and (vi) actions of the securities markets, such as the suspension or limitation of trading.

Fair valuation is based on subjective factors and, as a result, the fair value price of an asset may differ from the asset's market price and may not be the price at which the asset may be sold. Fair valuation could result in a NAV different from one determined by using market quotations.

Transactions through Third Parties If you invest through a broker or other financial institution, the policies and fees charged by that institution may be different than those of the Fund. These financial institutions may charge transaction fees and may set different minimum investments or limitations on buying or selling shares. These institutions may also provide you with certain shareholder services such as periodic account statements and trade confirmations summarizing your investment activity. Consult a representative of your financial institution for more information.

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Buying Shares

Anti-Money Laundering Program Customer identification and verification are part of the Fund's overall obligation to deter money laundering under Federal law. The Fund has adopted an Anti-Money Laundering Compliance Program designed to prevent the Fund from being used for money laundering or the financing of terrorist activities. In this regard, the Fund reserves the right, to the extent permitted by law, to (i) refuse, cancel or rescind any purchase order, (ii) freeze any account and/or suspend account services or (iii) involuntarily close an account in cases of threatening conduct or suspected fraudulent or illegal activity. These actions will be taken when, in the sole discretion of Fund management, they are deemed to be in the best interest of the Fund or in cases when the Fund is requested or compelled to do so by a governmental or law enforcement authority. If your account is closed at the request of governmental or law enforcement authority, you may not receive proceeds of the redemption if the Fund is required to withhold such proceeds.

How to Make Payments All investments must be made by check, EFT, or wire. All checks must be made payable in U.S. dollars and drawn on U.S. financial institutions. Absent the granting of an exception consistent with the Fund's Anti-Money Laundering Program, the Fund does not accept purchases made by credit card, credit card check, starter check, cash or cash equivalents (for instance, you may not pay by money order, cashier's check, bank draft or traveler's check).

Checks For individual, sole proprietorship, joint and Uniform Gift to Minors Act ("UGMA") or Uniform Transfer to Minors Act ("UTMA") accounts, the check must be made payable to "Sound Shore Fund, Inc." or to one or more owners of the account and endorsed to "Sound Shore Fund, Inc." For all other accounts, the check must be made payable on its face to "Sound Shore Fund, Inc." A $20 charge may be imposed on any returned checks.

Purchases by EFT This service allows you to purchase additional shares through an electronic transfer of money (up to $25,000 per day) from a checking or savings account. When you make an additional purchase by telephone, the transfer agent will automatically debit your pre-designated bank account for the desired amount. You may call (800) 551-1980 to request an EFT transaction.

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Wires You may instruct your financial institution with whom you have an account to make a Federal Funds wire payment to the Fund. Your financial institution may charge you a fee for this service. For information on how to request a wire transfer please telephone us toll-free at (800) 551-1980.

Account Application and Customer Identification and Verification To help the government fight the funding of terrorism and money laundering activities, Federal law requires all financial institutions to obtain, verify, and record information that identifies each person who opens an account.

When you open an account, the Fund will ask for your name, address, date of birth, social security number, and other information that will allow us to identify you.

If you do not supply the required information, the Fund will attempt to contact you or, if applicable, your broker. If the Fund cannot obtain the required information within a timeframe established in our sole discretion, your application will be rejected.

When your application is in proper form and includes all required information, your application will normally be accepted if you meet the minimum investment requirement, unless modified or waived as provided in this prospectus, and your order will be processed at the NAV next calculated after receipt of your application in proper form. If your application is accepted, the Fund will then attempt to verify your identity using the information you have supplied and other information about you that is available from third parties, including information available in public and private databases such as consumer reports from credit reporting agencies.

The Fund will try to verify your identity within a timeframe established in our sole discretion. If the Fund cannot do so, the Fund reserves the right to close your account at the NAV next calculated after the Fund decides to close your account and to remit proceeds to you via check if your original check has cleared the bank or if you paid by wire. If your account is closed, you may be subject to a gain or loss on Fund shares and will be subject to any related taxes.

Foreign Shareholder Policy In light of the U.S. Department of the Treasury's Financial Crimes Enforcement Network (FinCEN) requirement that mutual funds assess the Anti-Money Laundering risks associated with

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shareholder accounts maintained by foreign financial institutions and the fact that the Fund is not registered for sale outside the U.S. and its territories, the Fund has adopted a Foreign Shareholder Policy with respect to prospective or current shareholders reporting foreign addresses.

The Fund will only accept new account applications or requests for additional purchase that (1) reflect a residential address (or the principal place of business for an entity) located within the U.S. or its territories; (2) reflect a U.S. military address; or (3) are in the name of a U.S. citizen that is residing outside the U.S. or its territories and (4) in every case is associated with a valid U.S. taxpayer identification number.

Limitations on Frequent Purchases and Redemptions The Board has adopted policies and procedures with respect to frequent purchases and redemptions of Fund shares by Fund shareholders. It is the Fund's policy to discourage short-term trading. Specifically, redemption transactions effected by shareholders are analyzed against offsetting purchases within a specified period of time.

Frequent trading in the Fund may interfere with the management of the Fund's portfolio and result in increased administrative and brokerage costs and a potential dilution in the value of Fund shares. As money is moved in and out, the Fund may incur expenses buying and selling portfolio securities and these expenses are borne by Fund shareholders. The Fund reserves the right to cancel within one business day, restrict or reject, without any prior notice, any purchase order, including transactions representing excessive trading, transactions that may be disruptive to the management of the Fund's portfolio, and purchase orders not accompanied by payment. The Fund may also refuse any purchase requests, particularly requests that could adversely affect the Fund's operations.

Because the Fund may receive purchases and sales orders through financial intermediaries that use omnibus or retirement accounts, the Fund cannot always detect frequent purchases and redemptions. However, under agreements it has with financial intermediaries, the Fund can, if it deems it appropriate, identify abusive trading patterns by underlying accounts held with a financial intermediary.

Account Requirements

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  Type of Account     Requirement  
 

Individual, Sole Proprietorship and Joint Accounts

Individual accounts are owned by one person, as are sole proprietorship accounts. Joint accounts have two or more owners (tenants)

   

Instructions must be signed by all persons exactly as their names appear on the account

 
 

Gifts or Transfers to a Minor (UGMA, UTMA)

These custodial accounts provide a way to give money to a child and obtain tax benefits

   

Depending on state laws, you can set up a custodial account under the UGMA or the UTMA

The custodian must sign instructions in a manner indicating custodial capacity

 
  Business Entities    

Provide certified articles of incorporation, a government-issued business license or certificate, partnership agreement or similar document evidencing the identity and existence of the business entity

Submit a secretary's (or similar) certificate listing the person(s) authorized to open or transact business for the account

 
  Trusts (including corporate pension plans)    

The trust must be established before an account can be opened

Provide the first and signature pages from the trust document identifying the trustees

Provide a power of attorney or similar document for each person that is authorized to open or transact business in the account if not a trustee of the trust

 

Investment Procedures

           
  How to Open an Account     How to Add to Your Account  
 

By Check

Call or write us for an account application

Complete the application (and other required documents)

Mail us your application (and other required documents) and a check

   

By Check

Fill out an investment slip from a confirmation statement or write us a letter

Write your account number on your check

Mail us the slip (or your letter) and a check

 
 

By Wire

Call or write us for an account application and wire instructions

Complete the application (and other required documents)

Call us to fax the completed application (and other required documents) and we will assign you an account number

Mail us your original application (and other required documents)

Instruct your bank to wire your money to us

   

By Wire

Call to notify us of your incoming wire and to obtain wire instructions

Instruct your bank to wire your money to us

 

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  How to Open an Account     How to Add to Your Account  
 

By EFT Payment

Call or write us for an account application

Complete the application (and other required documents)

Call us to fax the completed application (and other required documents) and we will assign you an account number

Mail us your original application (and other required documents)

We will electronically debit your purchase proceeds from your selected financial institution account

EFT purchases are limited to $25,000 per day

   

By Systematic Investment

Complete the systematic investment section of the application

Attach a voided check to your application

Mail us the completed application and the voided check

We will electronically debit your purchase proceeds from your selected financial institution account

Purchases are limited to $25,000 per day

 
 

By Internet

Visit our website www.soundshorefund.com

Complete the application (and other required documents)

We will electronically debit your purchase proceeds from your selected financial institution account

EFT purchases are limited to $25,000 per day

   

By Internet

You can perform purchases of shares online if you have existing bank instructions on your account

EFT purchases are limited to $25,000 per day

 

Systematic Investments You may invest a specified amount of money (up to $25,000 per day) in the Fund once or twice a month on specified dates. These payments are taken from your bank account by EFT payment. Systematic investments must be for at least $50 for Investor Class Shares and $1,000 for Institutional Class Shares.

Canceled or Failed Payments The Fund accepts checks and EFT transfers at full value subject to collection. If your payment for shares is not received or you pay with a check or EFT transfer that does not clear, your purchase will be canceled. You will be responsible for any losses or expenses incurred by the Fund or the transfer agent, and the Fund may redeem shares you own in the account as reimbursement. The Fund and its agents have the right to reject or cancel any purchase or redemption due to nonpayment.

Selling Shares

The Fund processes redemption orders promptly. Under normal circumstances, the Fund will send redemption proceeds to you within a week. If the Fund has not yet collected payment for the shares you are selling, however, it may delay sending redemption proceeds until it receives payment, which may be up to 15 calendar days.

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  How to Sell Shares from Your Account  
 

By Mail*

Prepare a written request including:

Exact name(s) in which the account is registered

Your account number

The Fund name

The dollar amount or number of shares you want to sell

How and where to send your proceeds

Provide a signature guarantee in certain circumstances (See "Signature Guarantee Requirements")

Provide other documentation in certain circumstances

Mail us your request and documentation

 
 

By Wire or EFT

Wire or EFT requests are only available if you provided bank account information on your account application and your wire redemption request is for $10,000 (except for systematic withdrawals) or more and you did not decline wire or EFT redemption privileges on your account application

Call us with your request (unless you declined telephone redemption privileges on your account application) (See "By Telephone") or

Mail us your request (See "By Mail")

 
 

By Telephone

Call us with your request (unless you declined telephone redemption privileges on your account application)*

Provide the following information:

Your account number

Exact name(s) in which the account is registered

Provide an additional form of identification

Provide a signature guarantee, in certain circumstances
(See "Signature Guarantee Requirements")

Your proceeds will be:

Mailed to you or

Electronically credited to your account at the financial institution identified on your account application

 
 

Systematically

Complete the systematic withdrawal section of the application

Attach a voided check to your application

Mail us your completed application

Redemption proceeds will be electronically credited to your account at the financial institution identified on your account application

* For IRA redemptions, call us for information on submitting an IRA distribution request.

 

Telephone Redemption Privileges You may redeem your shares by telephone unless you declined telephone redemption privileges on your account application. You may be responsible for any unauthorized telephone order as long as the transfer agent follows reasonable procedures to verify that the telephone order is genuine.

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Wire or EFT Redemptions You may have your redemption proceeds sent to you by wire or EFT if you provided bank account information on your account application. The minimum amount you may request by wire is $10,000, except for systematic withdrawals. If you wish to make your wire request by telephone, you must also have telephone redemption privileges.

Systematic Withdrawal If you own Investor Class shares of the Fund with an aggregated value of at least $10,000 or if you own Institutional Class Shares of the Fund with an aggregate value of at least $1 million, you may request a specified amount of money from your account once a month or once a quarter on a specified date. These payments can be sent to your address of record by check or to a designated bank account by EFT payment. Systematic withdrawal requests for Investor Class Shares must be for at least $100 and for Institutional Class Shares must be for at least $1,000, and can lead to an involuntary conversion or redemption when a withdrawal would bring the account below the investment minimum for Institutional Class. See "Involuntary Conversions and Redemptions," below.

Signature Guarantee Requirements

Medallion Signature Guarantee Program - Financial Transactions To protect you and the Fund against fraud, certain redemption options will require a signature guarantee provided by an institution that is a member of a recognized Medallion Signature Guarantee Program. A signature guarantee verifies the authenticity of your signature. Signature guarantees may be provided by an eligible financial institution such as a commercial bank, a Financial Industry Regulatory Authority, Inc. ("FINRA") member firm such as a stock broker, a savings association or a national securities exchange. A notary public cannot provide a signature guarantee. The Fund reserves the right to reject a signature guarantee if it is not provided by a recognized Medallion Signature Guarantee Program guarantor.

The Fund and the transfer agent will need written instructions signed by all registered owners, with a signature guarantee for each owner, for any of the following:

Written requests to redeem $100,000 or more

Add/change banking instructions

Redemption from an account for which the address or account registration has changed within the last 30 days

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Sending redemption and distribution proceeds to any person, address, or financial institution account not on record

Sending redemption and distribution proceeds to an account with a different registration (name or ownership) from your account

Signature Validation Program - Non-Financial Transactions The Signature Validation Program (SVP) is intended to provide validation of authorized signatures for those transactions considered non-financial (i.e., do not involve the sale, redemption or transfer of securities). The purpose of the SVP stamp on a document is to authenticate your signature and to confirm that you have the authority to provide the instructions in the document. This stamp may be obtained from eligible members of a Medallion Signature Guarantee Program or other eligible guarantor institutions in accordance with SVP.

Eligible guarantor institutions generally include banks, broker/dealers, credit unions, members of national securities exchanges, registered securities associations, clearing agencies and savings associations. You should verify with the institution that they are an eligible guarantor institution prior to signing. A notary public can not provide an SVP stamp.

The Fund accepts an SVP stamp or a Medallion Signature Guarantee stamp if you request any of the following non-financial transactions:

A Change in Shareholder's name

Add/Change authorized account traders

Add/Change Trustee

UTMA/UGMA custodian change

The Fund and the transfer agent reserve the right to require signature guarantees on all financial and non-financial transactions.

Redemption In Kind The Fund reserves the right to pay redemption proceeds in portfolio securities rather than cash. These redemptions "in kind" usually occur if the amount to be redeemed is large enough to affect Fund operations (for example, if it represents more than 1% of the Fund's assets).

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Lost Accounts and Uncashed Checks The transfer agent may consider your account "lost" if correspondence to your address of record is returned as undeliverable on two consecutive occasions, unless the transfer agent determines your new address. In addition, in cases where checks of $25 or more have been sent to investors that have not been cashed for a period of time, the Transfer Agent will provide a written notification to the payee unless that payee has already been determined to be a lost security holder. When an account is "lost," all distributions on the account will be reinvested in additional Fund shares. In addition, the amount of any outstanding checks unpaid for six months or more for distributions or that have been returned to the transfer agent will be reinvested at the then-current NAV and the checks will be canceled. However, checks will not be reinvested into accounts with a zero balance.

Retirement Accounts

You may invest in Fund shares through IRA accounts, including traditional and Roth IRAs. Fund shares may also be an appropriate investment for other retirement plans. Before investing in any IRA or other retirement plan, you should consult your tax adviser. Whenever making an investment in an IRA, be sure to indicate the year for which the contribution is made. Telephone redemptions are not available for IRA accounts.

Voluntary Conversions

Shares of the Fund's Institutional Class may be converted into Investor Class shares of the Fund. If a shareholder who desires to convert his or her account from a third-party intermediary that holds Institutional Class shares to a direct account with the Fund's Transfer Agent is not eligible to meet the Institutional Class' minimum investment amount, the shareholder may elect to convert his or her Institutional Class shares into a direct account in the shareholder's name with shares of the Investor Class provided such conversion meets with the investment criteria set forth in this prospectus, for the Investor Class. In addition, shares of the Fund's Investor Class may be converted into Institutional Class shares provided such conversion meets the investment criteria set forth in this prospectus for the Institutional Class.

A conversion involves the exchange of shares of one class for shares of the other class on a tax free basis at the respective NAVs of such classes after receipt of a conversion request in proper form. The Fund reserves the right to reject specific conversion orders and, on 60 days' prior written notice, to suspend, modify or terminate a

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shareholder's ability to make voluntary conversions. There is no sales load, fee or other charge imposed by the Fund on a conversion of shares. For federal income tax purposes, a voluntary conversion generally will not result in a recognition by the investor of gain or loss. A shareholder should contact the Transfer Agent or the shareholder's third-party intermediary before effecting such a conversion.

Conversion requests may be sent via mail or by calling (800) 551-1980 . The following information must be provided by the shareholder or authorized person on the account in question:

1. Your account number;

2. The Social Security number or Tax Identification Number on the account;

3. The dollar value of the amount to be converted;

4. The signatures of all account owners exactly as they are registered on the account.

Involuntary Conversions and Redemptions

As set forth in the account application, if the value of your account falls below the minimum initial investment amount of $10,000 (not including IRAs) for Investor Class Shares and $1 million for Institutional Class Shares (unless modified or waived as provided in this prospectus) or you otherwise no longer qualify as an eligible investor, your account may be subject to involuntary redemption or, in the case of Institutional Class shares, involuntary conversion, as applicable. You will be notified in writing that unless you choose within the period specified in writing to receive full redemption of your Institutional Class shares, your Institutional Class shares will be converted to an account in the Investor Class without imposition of any charges and such conversion shall made on a tax-free basis. The Fund reserves the right to involuntarily redeem shares of accounts that no longer meet the eligible investor or minimum investment criteria of the Institutional Class or Investor Class as set forth in this prospectus. If your Institutional Shares account was converted to an Investor Class account based on the conversion feature described in this paragraph and you determine later that it becomes eligible to meet the minimum investment amount of the Institutional Class, you may request a voluntary conversion by contacting the Transfer Agent. The Fund does not provide for automatic conversion or notice of eligibility in cases where an existing Investor Class shareholder's account meets the minimum investment requirement (unless modified or waived as provided in this prospectus) for Institutional Class shares.

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Other Information

Distributions

The Fund declares distributions from net investment income and pays those distributions semi-annually. Any net capital gain realized by the Fund will be distributed at least annually.

All distributions are reinvested in additional shares, unless you elect to receive distributions in cash. However, if a distribution is less than $5, your proceeds will be reinvested in additional shares. Shares become entitled to receive distributions on the day after the shares are issued.

Taxes

The Fund intends to operate in a manner such that it will not be liable for Federal income or excise taxes.

You will generally be taxed on the Fund's distributions, regardless of whether you reinvest them or receive them in cash. The Fund's distributions of net investment income (including short-term capital gain) are taxable to you as ordinary income. A portion of the dividends paid by the Fund may be eligible for the dividends-received deduction for corporate shareholders. The Fund's distributions of long-term capital gain, if any, are taxable to you as long-term capital gain, regardless of how long you have held your shares. Distributions may also be subject to state and local taxes.

A portion of the Fund's distributions may be treated as "qualified dividend income," currently taxable to individuals at a maximum Federal income tax rate of either 15% or 20% depending on whether the individual's income exceeds certain threshold amounts. A distribution is treated as qualified dividend income to the extent that the Fund receives dividend income from taxable domestic corporations and certain qualified foreign corporations, provided that certain holding period and other requirements are met by the Fund and the shareholder.

Distributions of capital gain and the Fund's distribution of net investment income reduce the NAV of the Fund's shares by the amount of the distribution. If you purchase shares prior to these distributions, you are taxed on the distribution even though the distribution represents a return of your investment.

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The sale of Fund shares may be a taxable transaction for Federal income tax purposes. You will recognize a gain or loss in such transactions equal to the difference, if any, between the amount of your net sales proceeds and your tax basis in the Fund shares. Such gain or loss will be capital gain or loss if you held your Fund shares as capital assets. Any capital gain or loss will be treated as long-term capital gain or loss if you held the Fund shares for more than one year at the time of the sale.

An additional 3.8% Medicare tax is imposed on certain net investment income (including ordinary dividends and capital gain distributions received from the Fund and net gains from redemptions or other taxable dispositions of Fund shares) of U.S. individuals, estates and trusts to the extent that such person's "modified adjusted gross income" (in the case of an individual) or "adjusted gross income" (in the case of an estate or trust) exceed certain threshold amounts.

The Fund may be required to withhold Federal income tax at the required Federal backup withholding rate currently, 28% on all taxable distributions and redemption proceeds otherwise payable to you if you fail to provide the Fund with your correct taxpayer identification number or to make required certifications, or if you have been notified by the IRS that you are subject to backup withholding. Backup withholding is not an additional tax. Rather, any amounts withheld may be credited against your Federal income tax liability.

The Fund will mail you reports containing information about the income tax status of distributions paid during the year after December 31 of each year. For further information about the tax effects of investing in the Fund, including state and local tax matters, please see the SAI and consult your tax adviser.

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Financial Highlights

The following tables are intended to help you understand the Fund's financial performance for the past five years. Certain information reflects financial results for a single Fund share. Total return in the tables represent the rate an investor would have earned (or lost) on an investment in the Fund (assuming the reinvestment of all dividends and distributions). This information has been derived from the Fund's financial statements, which have been audited by Deloitte & Touche, LLP, the Fund's independent registered public accounting firm, whose report, along with the Fund's financial statements are included in the annual report, which is available upon request.

                                                                                                                                                                             
              Year Ended December 31,        
              2015                 2014                 2013                 2012                 2011        
  Investor Class Shares                                                                                            
  Net Asset Value, Beginning of Year            $48.79                 $49.05                 $34.91                 $29.53                 $31.82        
  Investment Operations                                                                                            
        Net investment income (a)           0.39                 0.98                 0.32                 0.29                 0.22        
        Net realized and unrealized gain (loss) on
investments
          (2.75 )               4.83                 14.14                 5.39                 (2.18 )      
  Total from Investment Operations           (2.36 )               5.81                 14.46                 5.68                 (1.96 )      
  Distributions from                                                                                            
        Net investment income           (0.39 )                (0.98 )               (0.32 )               (0.30 )               (0.23 )      
        Return of capital            —                 (0.03 )                —                  —                 (0.10 )      
        Net realized gains           (4.74 )               (5.06 )                —                  —                  —        
  Total Distributions           (5.13 )               (6.07 )               (0.32 )               (0.30 )               (0.33 )      
  Net Asset Value, End of Year            $41.30                 $48.79                 $49.05                 $34.91                 $29.53        
  Total Return            (5.02 )%               11.76 %               41.53 %               19.32 %               (6.18 )%      
  Ratios/Supplemental Data                                                                                            
  Net Assets at End of Year (in thousands)           $1,462,946                 $1,786,366                 $2,066,584                 $1,491,425                 $1,588,823        
  Ratios to Average Net Assets:                                                                                            
        Expenses            0.93 %               0.92 %               0.93 %               0.94 %               0.94 %      
        Net Investment Income            0.80 %         1.92 %(b)         0.77 %         0.89 %         0.69 %      
  Portfolio Turnover Rate (c)           39 %(d)               47 %               44 %               56 %               61 %      
                                                                                                     
  (a)     Calculated using average shares outstanding for the period.  
  (b)     Net investment income for the period includes/reflects the divestiture by Vodafone (one of the Fund's portfolio holdings) of its 45% stake in Verizon Wireless in a transaction that included the payment of an extraordinary dividend of cash and shares of Verizon to Vodafone shareholders. Absent this distribution, the ratio of net investment income to average net assets would have been 0.53% for the period.  
  (c)     Portfolio turnover is calculated on the basis of the Fund, as a whole, without distinguishing between the classes of shares issued.  
  (d)     Amount excludes redemption in-kind of $30,223,998. See note 6 to financial statements.  

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              Year Ended
December 31,
          For the Period
December 9, 2013 to
       
              2015           2014           December 31, 2013 (a)        
  Institutional Class Shares                                            
  Net Asset Value, Beginning of Year            $48.87           $49.06           $47.48        
  Investment Operations                                            
        Net investment income (b)           0.48           0.67           0.01        
        Net realized and unrealized gain (loss) on investments           (2.75 )         5.23           1.42        
  Total from Investment Operations           (2.27 )         5.90           1.43        
                                               
  Distributions from                                            
        Net realized gain           (0.48 )         (1.00 )         (0.15 )      
        Return of capital            —           (0.03 )          —        
        Net realized gains           (4.74 )         (5.06 )          —        
  Total Distributions           (5.22 )         (6.09 )         (0.15 )      
  Net Asset Value, End of Year            $41.38           $48.87           $49.06        
  Total Return (c)            (4.84 )%         11.94 %         3.00 %      
  Ratios/Supplemental Data                                            
  Net Assets at End of Year (in thousands)           $450,442           $551,261           $77,427        
  Ratios to Average Net Assets: (c)                                            
        Expenses (gross)(d)            0.83 %         0.83 %         0.87 %      
        Expenses (net)           0.75 %         0.75 %         0.75 %      
        Net Investment Income            0.98 %         1.29 %(e)         0.45 %      
  Portfolio Turnover Rate(f)           39 %(g)         47 %         44 %      
                                                     
  (a)     Commenced operations December 9, 2013.  
  (b)     Calculated using average shares outstanding for the period.  
  (c)     Annualized for periods less than one year.  
  (d)     Reflects expense ratio in the absence of expense waiver and reimbursement.  
  (e)     Net investment income for the period includes/reflects the divestiture by Vodafone (one of the Fund's portfolio holdings) of its 45% stake in Verizon Wireless in a transaction that included the payment of an extraordinary dividend of cash and shares of Verizon to Vodafone shareholders. Absent this distribution, the ratio of net investment income to average net assets would have been 0.72% for the period.  
  (f)     Portfolio turnover is calculated on the basis of the Fund, as a whole, without distinguishing between the classes of shares issued.  
  (g)     Amount excludes redemption in-kind of $30,223,998. See note 6 to financial statements.  

32


SSF_SMALLHEADER.JPG

Investment Adviser

Sound Shore Management, Inc.

Greenwich, Connecticut

Administrator

Atlantic Fund Administration, LLC

Portland, Maine

Distributor

Foreside Fund Services, LLC

Portland, Maine

www.foreside.com

Transfer Agent

Atlantic Shareholder Services, LLC

Portland, Maine

Distribution Paying Agent

Atlantic Fund Administration, LLC

Portland, Maine

Custodian

MUFG Union Bank, N.A.

San Francisco, California

Fund Counsel

Dechert LLP

New York, New York

Independent Registered Public Accounting Firm

BBD, LLP

Philadelphia, Pennsylvania


SSF_FRONTLOGO.JPG

FOR MORE INFORMATION

Annual and Semi-Annual Reports

The Fund will provide annual/semi-annual reports to shareholders that will provide additional information about the Fund's investments. In the Fund's annual report, you will find a discussion of the market conditions and investment strategies that significantly affected the Fund's performance during its last fiscal year.

Statement of Additional Information ("SAI")

The SAI provides more detailed information about the Fund and is incorporated by reference into, and is legally part of, this Prospectus.

Contacting the Fund

You can get free copies of the annual/semi-annual reports and the SAI, request other information and discuss your questions about the Fund by contacting your broker or the Fund at:

Sound Shore Fund, Inc.
P.O. Box 588
Portland, Maine 04112
(800) 551-1980 (toll free)

The annual/semi-annual reports, SAI and other information are available, without charge, on the Fund's Web site at: www.soundshorefund.com .

Securities and Exchange Commission Information

Free copies of the annual/semi-annual reports and the SAI are available on the SEC's website at www.sec.gov.

In addition, you can review the annual/semi-annual reports, the SAI and other information about the Fund at the Public Reference Room of the SEC in Washington, D.C. You can also get copies of this information, for a fee, by e-mail or by writing to:

Public Reference Section

Securities and Exchange Commission
Washington, D.C. 20549-1520
e-mail: publicinfo@sec.gov

Investment Company Act File No. 811-04244

207-PRU-0516


STATEMENT OF ADDITIONAL INFORMATION

May 1, 2016

Sound Shore Fund, Inc.

           
  Class     Ticker  
  Institutional     SSHVX  
  Investor     SSHFX  

FUND INFORMATION

Sound Shore Fund, Inc.
P.O. Box 588
Portland, Maine 04112
 
www.soundshorefund.com

INVESTMENT ADVISER:

Sound Shore Management, Inc.
8 Sound Shore Drive
Greenwich, Connecticut 06830

ACCOUNT INFORMATION AND SHAREHOLDER SERVICES:

Atlantic Shareholder Services, LLC
P.O. Box 588
Portland, Maine 04112
(800) 551-1980

This Statement of Additional Information, or SAI, supplements the Prospectus of Sound Shore Fund, Inc. (the "Fund") dated May 1, 2016, as it may be amended from time to time. The Fund's Investor Class shares and Institutional Class shares are collectively referred to in this SAI as "shares". This SAI is not a prospectus and should only be read in conjunction with the Prospectus. The Prospectus may be obtained without charge by contacting shareholder services at the address or telephone number listed above.

Financial statements for the Fund for the fiscal year ended December 31, 2015 included in the Annual Report are incorporated by reference into, and are legally part of, this SAI. Copies of the Annual Report may be obtained, without charge, upon request by contacting shareholder services at the address or telephone number listed above or by visiting the Fund's web site at the URL address above.


TABLE OF CONTENTS

           
  GLOSSARY     1  
  1. INVESTMENT STRATEGIES AND RISKS     2  
  2. INVESTMENT LIMITATIONS     6  
  3. MANAGEMENT     8  
  4. SERVICE PROVIDERS     13  
  5. PORTFOLIO TRANSACTIONS     18  
  6. ADDITIONAL PURCHASE AND REDEMPTION INFORMATION     21  
  7. TAXATION     23  
  8. OTHER MATTERS     26  
  APPENDIX A - DESCRIPTION OF SECURITIES RATINGS     A-1  
  APPENDIX B - MISCELLANEOUS TABLES     B-1  
  APPENDIX C - PROXY VOTING POLICY     C-1  


GLOSSARY

"Accountant" means Atlantic, fund accountant of the Fund.

"Administrator" means Atlantic, administrator of the Fund.

"Adviser" means Sound Shore Management, Inc.

"Atlantic" means Atlantic Fund Administration, LLC.

"Board" means the Board of Directors of the Fund.

"Code" means the Internal Revenue Code of 1986, as amended.

"Custodian" means MUFG Union Bank, N.A., the custodian of the Fund's assets.

"Distributor" means Foreside Fund Services, LLC, distributor of the Fund's shares.

"FFOS" means Foreside Fund Officer Services, LLC, provider of compliance services to the Fund.

"Fitch" means Fitch Ratings.

"Fund" means Sound Shore Fund, Inc.

"Moody's" means Moody's Investors Service.

"NAV" means net asset value.

"NRSRO" means a nationally recognized statistical rating organization.

"SEC" means the U.S. Securities and Exchange Commission.

"S&P" means Standard & Poor's.

"Transfer Agent" means Atlantic Shareholder Services, LLC, the transfer agent and distribution disbursing agent of the Fund.

"U.S. Government Securities" means obligations issued or guaranteed by the U.S. Government, its agencies or instrumentalities.

"U.S. Treasury Securities" means obligations issued or guaranteed by the U.S. Treasury.

"1933 Act" means the Securities Act of 1933, as amended.

"1940 Act" means the Investment Company Act of 1940, as amended.

 

1


1. INVESTMENT STRATEGIES AND RISKS

The following discussion supplements the disclosure in the Prospectus about the Fund's principal investment techniques, strategies and risks and discusses secondary investment strategies and risks. The Fund is designed for investment of that portion of an investor's funds that can appropriately bear the special risks associated with certain types of investments (e.g., investments in equity securities). The Fund expects that for most periods, a substantial portion, if not all, of its assets will be invested in a diversified portfolio of common stocks judged by the Adviser to have favorable value to price characteristics. The Fund may also invest in U.S. government or government agency obligations, investment grade corporate debt securities, preferred stocks, convertible securities, warrants, and/or short-term money market instruments when deemed appropriate by the Adviser.

A. DEBT SECURITIES

1. In General

The Fund may invest in debt securities with an investment grade credit rating or unrated and determined by the Adviser to be of comparable quality.

The lowest long-term ratings that are investment grade for corporate bonds, including convertible bonds, are "Baa" in the case of Moody's and "BBB" in the case of S&P and Fitch; for preferred stock are "Baa" in the case of Moody's and "BBB" in the case of S&P and Fitch; and for short-term debt, including commercial paper, are "P-3" in the case of Moody's, "A-3" in the case of S&P and "F-3" in the case of Fitch.

Moody's, S&P and Fitch are private services that provide ratings of the credit quality of debt obligations, including convertible securities. A description of the range of ratings assigned to various types of bonds and other securities by these NRSROs is included in Appendix A to this SAI. The Fund may use these ratings to determine whether to purchase, sell or hold a security. Ratings are general and are not absolute standards of quality. Unrated securities may not be as actively traded as rated securities. Securities with the same maturity, interest rate and rating may have different market prices. If an issue of securities ceases to be rated or if its rating is reduced after it is purchased by the Fund (neither event requiring sale of such security by the Fund), the Adviser will determine whether the Fund should continue to hold the obligation. Because a downgrade often results in a reduction in the market price of the security, sale of a downgraded security may result in a loss. To the extent that the ratings given by a NRSRO may change as a result of changes in such organizations or their rating systems, the Adviser will attempt to substitute comparable ratings. Credit ratings attempt to evaluate the safety of principal and interest payments and do not evaluate the risks of fluctuations in market value. Also, rating agencies may fail to make timely changes in credit ratings. An issuer's current financial condition may be better or worse than a rating indicates.

2. Risks

An investment in debt securities is subject to credit risk. The financial condition of the issuer may cause it to default or become unable to pay interest or principal due on the security. To limit credit risk relating to the financial condition of issuers of debt securities, the Fund may only invest in investment grade debt.

An investment in debt securities is also subject to interest rate risk. With respect to U.S. government or government agency obligations, corporate debt securities, preferred stock and convertible securities, an increase in interest rates typically causes a fall in the value of such instruments. The longer a debt security's maturity, the more its value typically falls in response to an increase in interest rates.

B. MONEY MARKET INSTRUMENTS; TEMPORARY DEFENSIVE POSITION

1. In General

The Fund may invest in short-term money market instruments for cash management purposes and assume a temporary defensive position in which it may invest without limit in money market instruments that are of prime quality.

Prime quality money market instruments are those instruments that are rated in one of the two short-term highest rating categories by an NRSRO or, if not rated, determined by the Adviser to be of comparable quality.

2


Money market instruments usually have maturities of one year or less and fixed rates of return. The money market instruments in which the Fund may invest include U.S. Government Securities, commercial paper, time deposits, bankers' acceptances and certificates of deposit issued by domestic banks, corporate notes and short-term bonds and money market mutual funds. The Fund may only invest in money market mutual funds to the extent permitted by the 1940 Act.

The money market instruments in which the Fund may invest may have variable or floating rates of interest. These obligations include master demand notes that permit investment of fluctuating amounts at varying rates of interest pursuant to direct arrangement with the issuer of the instrument. The issuer of these obligations often has the right, after a given period, to prepay the outstanding principal amount of the obligations upon a specified number of days' notice. These obligations generally are not traded, nor generally is there an established secondary market for these obligations. To the extent a demand note does not have a 7-day or shorter demand feature and there is no readily available market for the obligation, it is treated as an illiquid security.

The SEC recently adopted significant changes to the rules that govern money market funds. Among other things, these changes will: (1) permit a money market fund to impose a fee (up to 2%) on redemptions from the money market fund and/or temporarily restrict redemptions from the money market fund, if liquidity levels fall below the required regulatory threshold, and (2) require institutional money market funds to operate with a floating NAV.  Government money market funds, which generally are money market funds that invest in cash, U.S. government securities and/or related repurchase agreements, are exempt from these requirements.  There are a number of other changes under the revised rules that relate to diversification, disclosure, reporting and stress testing requirements.  These changes will affect a money market fund's operations, investment strategies, performance and yield in a manner that cannot be fully predicted.

2. Risks

If the Fund departs from its investment strategies during temporary defensive periods it may not achieve its investment objective.

C. CONVERTIBLE SECURITIES

The Fund may only invest in convertible securities that are investment grade.

1. In General

Convertible securities, which include convertible debt, convertible preferred stock and other securities exchangeable under certain circumstances for shares of common stock, are debt securities or preferred stock which generally may be converted at a stated price within a specific amount of time into a specified number of shares of common stock. A convertible security entitles the holder to receive interest paid or accrued on debt or the dividend paid on preferred stock until the convertible security matures or is redeemed, converted, or exchanged. Before conversion, convertible securities have characteristics similar to nonconvertible debt securities or preferred equity in that they ordinarily provide a stream of income with generally higher yields than do those of common stocks of the same or similar issuers. Convertible securities, however, generally, have lower yields than comparable non-convertible securities. These securities are usually senior to common stock in a company's capital structure, but usually are subordinated to non-convertible debt securities.

2. Risks

Investment in convertible securities generally entails less risk than investment in the issuer's common stock. Convertible securities are less subject to fluctuation in value than the underlying stock since they have fixed income characteristics and they provide the potential for capital appreciation if the market price of the underlying common stock increases. The extent to which such risk is reduced, however, depends in large measure upon the degree to which the convertible security sells above its value as a fixed income security. An increase in interest rates typically causes a fall in the value of such instruments.

A convertible security may be subject to redemption at the option of the issuer at a price established in the convertible security's governing instrument. If a convertible security held by the Fund is called for redemption, the Fund will be required to permit the issuer to redeem the security, convert it into the underlying common stock or sell it to a third party.

3


3. Value of Convertible Securities

The value of a convertible security is a function of its "investment value" and its "conversion value". The investment value of a convertible security is determined by comparing its yield with the yields of other securities of comparable maturity and quality that do not have a conversion privilege. The conversion value is the security's worth, at market value, if converted into the underlying common stock. The investment value of a convertible security is influenced by changes in interest rates, with investment value declining as interest rates increase and increasing as interest rates decline. The credit standing of the issuer and other factors also may affect the convertible security's investment value. The conversion value of a convertible security is determined by the market price of the underlying common stock. If the conversion value is low relative to the investment value, the price of the convertible security is governed principally by its investment value and generally the conversion value decreases as the convertible security approaches maturity. To the extent the market price of the underlying common stock approaches or exceeds the conversion price, the price of the convertible security will be increasingly influenced by its conversion value. In addition, a convertible security generally will sell at a premium over its conversion value determined by the extent to which investors place value on the right to acquire the underlying common stock while holding a fixed income security.

D. CYBER SECURITY RISK

The Fund faces greater risks of cyber security breaches because of the broad use of technology such as computer systems and the internet that has developed in the course of business. In general, cyber-attacks result from deliberate attacks but other events may have effects similar to those caused by cyber-attacks. Cyber-attacks include, among others, stealing or corrupting data that is maintained online or digitally, denial-of-service attacks on websites, and the unauthorized release of confidential information. Cyber-attacks affecting the Fund or its investment adviser, custodian, transfer agent, or other third-party service provider may adversely impact the Fund. These cyber-attacks have the ability to cause disruptions and impact business operations, to result in financial losses, to prevent shareholders from transacting business, and to lead to violations of applicable privacy and other laws, regulatory fines, penalties, reputational damage, reimbursement or other compensation costs, and/or additional compliance costs. Similar to operational risk in general, the Fund and its investment adviser have instituted risk management systems designed to minimize the risks associated with cyber security. However, it is not certain that these systems will succeed, especially because the Fund does not directly control the cyber security systems of the service providers to the Fund, its trading counterparties, or the issuers in which the Fund may invest.

E. ILLIQUID AND RESTRICTED SECURITIES

The Fund may not acquire or invest in "illiquid securities" in contravention of a nonfundamental investment restriction of the Fund.

1. In General

The term "illiquid securities" means securities that cannot be disposed of within seven days in the ordinary course of business at approximately the amount at which the Fund has valued the securities. Illiquid securities include repurchase agreements not entitling the holder to payment of principal within seven days, purchased over-the-counter options, securities which are not readily marketable and restricted securities. Restricted securities, except as otherwise determined by the Adviser, are securities subject to contractual or legal restrictions on resale because they have not been registered under the 1933 Act.

2. Risks

Certain risks are associated with holding illiquid and restricted securities. For instance, limitations on resale may have an adverse effect on the marketability of a security and the Fund might also have to register a restricted security in order to dispose of it, resulting in expense and delay. The Fund might not be able to dispose of restricted or illiquid securities promptly or at reasonable prices and might thereby experience difficulty satisfying redemptions. There can be no assurance that a liquid market will exist for any security at any particular time. Any security, including securities determined by the Adviser to be liquid, can become illiquid.

4


3. Determination of Liquidity

The Board has the ultimate responsibility for determining whether specific securities are liquid or illiquid and has delegated the function of making determinations of liquidity to the Adviser, pursuant to guidelines approved by the Board. The Adviser determines and monitors the liquidity of the portfolio securities and reports periodically on its decisions to the Board. The Adviser takes into account a number of factors in reaching liquidity decisions, including but not limited to: (1) the frequency of trades and quotations for the security; (2) the number of dealers willing to purchase or sell the security and the number of other potential buyers; (3) the willingness of dealers to undertake to make a market in the security; and (4) the nature of the marketplace trades, including the time needed to dispose of the security, the method of soliciting offers, and the mechanics of the transfer.

An institutional market has developed for certain restricted securities. Accordingly, contractual or legal restrictions on the resale of a security may not be indicative of the liquidity of the security. If such securities are eligible for purchase by institutional buyers in accordance with Rule 144A under the 1933 Act or other exemptions, the Adviser may determine that the securities are not illiquid.

F. WARRANTS

The Fund may invest in warrants, which entitle the holder to buy equity securities at a specific price for a specific period of time.

1. Risks

Warrants may be considered more speculative than certain other types of investments in that they do not entitle a holder to dividends or voting rights with respect to the securities that may be purchased nor do they represent any rights in the assets of the issuing company. Investments in warrants involve certain additional risks, including the possible lack of a liquid market for the resale of the warrants, potential price fluctuations as a result of speculation or other factors and failure of the price of the underlying security to reach a level at which the warrant can be prudently exercised (in which case the warrant may expire without being exercised, resulting in the loss of the Fund's entire investment therein). The Fund will not invest in warrants if (i) more than 5% of the Fund's total assets would be invested in warrants or (ii) more than 2% of the value of the Fund's total assets would be invested in warrants not listed on the New York Stock Exchange.

G. When-Issued and Delayed-Delivery Securities

The Fund may purchase securities on a when-issued or delayed-delivery basis (i.e. delivery and payment can take place between a month and 120 days after the date of the transaction).

1. Risks

These securities are subject to market fluctuations and no interest accrues to the purchaser during this period. At the time the Fund makes the commitment to purchase securities on a when issued or delayed-delivery basis, the Fund will record the transaction and thereafter reflect the value of the securities, each day, in determining the Fund's NAV. At the time of delivery of the securities, the value of the securities may be more or less than the purchase price.

5


2. INVESTMENT LIMITATIONS

For purposes of all investment policies of the Fund: (1) the term 1940 Act includes the rules thereunder, SEC interpretations and any exemptive order upon which the Fund may rely; and (2) the Internal Revenue Code of 1986 (the "Code") includes the rules thereunder, IRS interpretations and any private letter ruling or similar authority upon which the Fund may rely.

Except as required by the 1940 Act or the Code, if any percentage restriction on investment or utilization of assets is adhered to at the time an investment is made, a later change in percentage resulting from a change in the market values of the Fund's assets or purchases and redemptions of shares will not be considered a violation of the limitation.

A fundamental policy of the Fund cannot be changed without the affirmative vote of the lesser of: (1) 50% of the outstanding shares of the Fund; or (2) 67% of the shares of the Fund present or represented at a shareholders meeting at which the holders of more than 50% of the outstanding shares of the Fund are present or represented. The Board may change a nonfundamental policy of the Fund without shareholder approval.

A. FUNDAMENTAL LIMITATIONS

The Fund has adopted the following investment limitations, which are fundamental policies of the Fund. The Fund may not:

1. Purchase the securities of any one issuer, other than the U.S. Government or any of its agencies or instrumentalities, if immediately after such purchase more than 5% of the value of its total assets would be invested in such issuer or the Fund would own more than 10% of the outstanding voting securities of such issuer, except that up to 25% of the value of the Fund's total assets may be invested without regard to such 5% and 10% limitations;

2. Invest more than 25% of the value of its total assets in any particular industry;

3. Purchase securities on margin, but it may obtain such short-term credits from banks as may be necessary for the clearance of purchases and sales of securities;

4. Make loans of its assets to any person, except for the purchase of debt securities;

5. Borrow money except for (1) the short-term credits from banks referred to in paragraph 3 above and (2) borrowings from banks for temporary or emergency purposes, including the meeting of redemption requests which might require the untimely disposition of securities. Borrowing in the aggregate may not exceed 15%, and borrowing for purposes other than meeting redemptions may not exceed 5% of the value of the Fund's total assets (including the amount borrowed) less liabilities (not including the amount borrowed) at the time the borrowing is made. Outstanding borrowings in excess of 5% of the value of the Fund's total assets will be repaid before any subsequent investments are made;

6. Mortgage, pledge or hypothecate any of its assets, except as may be necessary in connection with permissible borrowings mentioned in paragraph 5 above;

7. Purchase the securities of any other investment company, except that the Fund may invest up to 10% of its total assets in such securities through purchases in the open market where to the best information of the Fund no commission or profit to a sponsor or dealer (other than the customary broker's commission) results from such purchase, or except when such purchase is part of a merger, consolidation or acquisition of assets;

8. Act as an underwriter of securities of other issuers, except that the Fund may acquire restricted or not readily marketable securities under circumstances where, if such securities were sold, the Fund might be deemed to be an underwriter for purposes of the 1933 Act. The Fund will not, however, invest more than 10% of the value of its total assets in the aggregate in restricted or not readily marketable securities or in repurchase agreements maturing or terminable in more than seven days;

9. Purchase or otherwise acquire interests in real estate, real estate mortgage loans or interests in oil, gas or other mineral exploration or development programs;

10. Sell securities short or invest in puts, calls, straddles, spreads or combinations thereof;

6


11. Purchase or acquire commodities or commodity contracts;

12. Issue senior securities, except insofar as the Fund may be deemed to have issued a senior security in connection with any permitted borrowing;

13. Participate on a joint, or a joint and several, basis in any securities trading account; or

14. Invest in companies for the purpose of exercising control.

B. NON-FUNDAMENTAL LIMITATIONS

The Fund has adopted the following non-fundamental investment restrictions, which may be changed without the approval of the Fund's stockholders. The Fund may not:

1. Invest in any oil, gas or other mineral lease;

2. Invest in the securities of other investment companies except to the extent permitted by the 1940 Act; or

3. Acquire or invest in "illiquid securities" if, as a result, more than 10% of the Fund's net assets (taken at current value) would be invested in such securities.

If a percentage restriction or a rating on investment is adhered to at the time an investment is made, a later change in percentage resulting from changes in the value of the Fund's portfolio securities or a later change in the rating of a portfolio security will not be considered a violation of the Fund's policies or restrictions.

7


3. MANAGEMENT

A. DIRECTORS AND OFFICERS

The business and affairs of the Fund are managed under the direction of the Board in compliance with the laws of the state of Maryland. Among its duties, the Board generally meets and reviews on a quarterly basis, among other things, the actions of all of the Fund's service providers. This review also includes a periodic review of the service providers' agreements and fees charged to the Fund. The names of the Directors and officers of the Fund, their address and age, their position with the Fund, length of service, and principal occupations during the past five years are set forth below. Each Director and officer holds office until his or her successor is elected and qualified and or until such Director or officer resigns upon written notification to the Fund. For each Director, information concerning the number of other directorships/trusteeships held by the Director has also been included; as the Fund consists of a single portfolio, this number does not include additional related portfolios overseen by the Directors. Each Director's education, professional training, business, not-profit and/or public service background, experienced professional judgment and commitment to participation on the Board and to the interests of Fund shareholders contribute to his qualification to serve on the Board. The specific experience, qualifications, attributes and skills that are related to each Director's service as a director in light of the Fund's business and structure are as follows: Mr. Clark, extensive business experience, including expertise in regulatory policy, legislative policy and communications; Mr. Ghriskey, extensive business experience, including experience related to investment management; Mr. Kelso, extensive business experience, including board service and experience related to financial matters; Mr. Burn, more than twenty-five years' experience in advising the Fund, as well as private accounts and in managing a registered investment adviser; and Mr. Kane, more than twenty-five years' experience in advising the Fund, as well as private accounts and in managing a registered investment adviser.

The Board is comprised of three Independent Directors - i.e., directors who are not "interested persons" as defined in the 1940 Act—and two interested directors. Information for Independent Directors is set forth separately from information for interested directors below. The chairman of the Board, Harry Burn, III, is an interested director. The Independent Directors have designated David Blair Kelso as lead independent director. The role of the lead independent director includes, among other things, coordinating communications with management and other service providers and assisting with administration of Board operations. The Board has determined that this leadership structure is appropriate for it to effectively serve and protect the interests of shareholders based on a number of factors, including the Board's history of successful operation with an interested director as chairman, including effective scheduling of meetings, creation of Board agendas, conduct of meetings, and oversight of risk management. This oversight function involves supervision of the Adviser and the Fund's other service providers, its operations and its compliance program, with particular focus on potential conflicts, through periodic Board reporting. In considering its leadership structure, and particularly the interested status of its chairman, the Board took into account the fact that the Fund is a stand-alone fund and is not affiliated with other financial institutions which could increase the potential for conflicts. The Board also took into account the fact it consists of five Directors, all of whom have worked efficiently together as a Board for over nine years and that their extended experience working collaboratively with one another has facilitated efficient and effective Board operations. In connection with consideration of the Board's leadership structure, the Independent Directors designated an independent lead director to further enhance the efficiency and effectiveness of Board operations.

8


                             
  Name, Address
and Birth Date
    Position(s)
With the Fund
    Length of
Time
Served
    Principal Occupation(s)
During at least the
Past Five Years
    Other
Directorships
Held By
Director during
the Past Five
Years
 
  Independent Directors                          
  Harry W. Clark
c/o Sound Shore Fund, Inc.
Three Canal Plaza, Suite 600
Portland, ME 04101
Birth Date: March 1949
    Director; Audit Committee (member);
Nominating Committee (member); Valuation Committee (member)
    January 2006
to present
    Managing Partner, Stanwich Group LLC (public policy consulting firm) since January 200l; Senior Counselor, Brunswick Group LLC (international financial communications consulting firm) since January 2005; Senior Director, Albright Stonebridge Group (international political risk consultancy) since May, 2012.     Director, U.S. Chamber of Commerce Foundation since 2005.  
  H. Williamson Ghriskey, Jr.
c/o Sound Shore Fund, Inc.
Three Canal Plaza, Suite 600
Portland, ME 04101
Birth Date: May 1944
    Director; Audit Committee (member); Nominating Committee (member); Valuation Committee (member)     January 2006
to present
    Senior Managing Director/Portfolio Management, First Republic Investment Management (investment counseling firm) since September 1978.     Past President of Investment Advisor Association 1990-1992.  
  David Blair Kelso
c/o Sound Shore Fund, Inc.
Three Canal Plaza, Suite 600
Portland, ME 04101
Birth Date: September 1952
    Lead Independent Director; Audit Committee (Chair); Nominating Committee (Chair); Valuation Committee (member); Audit Committee Financial Expert     January 2006
to present
    Managing Partner, Kelso Advisory Services (consulting firm), since October 2003; Trustee Emeritus, Connecticut College, since October 2007; Trustee, Darden School of Business Administration, University of Virginia, since October 2015; Director, Round Hill Development Corp. (resort development firm), since 2006; Director, Aspen Holdings, Inc. (insurance firm), (2005 - April 2011); Executive Vice President, Strategy & Finance, Aetna, Inc. (insurance firm); Chairman Aetna Life Insurance Company, (September 2001 - September 2003); Chief Financial Officer, Executive Vice President, and Managing Director, Chubb, Inc. (insurance firm), August 1996 - August 2001.     Director, EXL Service Holdings, Inc. (since July 2006)
Director, Assurant, Inc. (March 2007 - February 2015).
 

9


                             
  Name, Address
and Birth Date
    Position(s)
With the Fund
    Length of
Time
Served
    Principal Occupation(s)
During at least the
Past Five Years
    Other
Directorships
Held By
Director during
the Past Five
Years
 
  Interested Directors                          
  Harry Burn, III, M.B.A. (1)
8 Sound Shore Drive
Greenwich, Connecticut 06830
Birth Date: January 1944
    Chairman and Director; Valuation Committee (member)     April 1985
to present
(Chairman
September
1992 to
present)
    Co-Chairman and Director, Sound Shore Management, Inc., since 1978; Chartered Financial Analyst.        
  T. Gibbs Kane, Jr. (1)
8 Sound Shore Drive
Greenwich, Connecticut 06830
Birth Date: May 1947
    President and Director, Valuation Committee (member)     April 1985
to present
    Co-Chairman and Director, Sound Shore Management, Inc., since 1977; Chartered Financial Analyst.        

(1)  Mr. Burn and Mr. Kane may be deemed to be "interested persons" of the Fund by virtue of their positions as shareholders, senior officers and Directors of the Adviser.

Pursuant to a charter adopted by the Board, the Audit Committee oversees the Fund's fund accounting and auditing processes. The Audit Committee is comprised of all the independent directors. The Audit Committee is directly responsible for the appointment, compensation, and oversight of the work of any registered public accounting firm employed by the Fund (including resolution of disagreements between management and the auditor regarding financial reporting). During the fiscal year ended December 31, 2015, the Audit Committee met four times.

Pursuant to a charter adopted by the Board, the Nominating Committee oversees the composition of both the Board as well as the various committees of the Fund. The Nominating Committee is comprised of all the independent directors. The charter provides that the Committee is to (i) evaluate candidates' qualifications and their independence from the Adviser and other principal service providers; (ii) select persons who are "independent" in terms of both the letter and spirit of the 1940 Act; and (iii) consider the effect of any relationships beyond those delineated in the 1940 Act that might impair independence, such as business, financial or family relationships with managers or service providers. It also must periodically review the composition of the Board to determine whether for any reason it may be appropriate to add new directors. During the fiscal year ended December 31, 2015, the Nominating Committee did not meet. Under the Nominating Committee charter, the Committee reviews candidates for, and makes nominations of, independent directors to the Board. The Fund is not required to hold annual meetings of shareholders for the election of Directors and holds shareholder meetings for the election of Directors only when, pursuant to the requirements of the 1940 Act, less than a stipulated number of Directors were elected by shareholders. Consequently, the Nominating Committee has not adopted a policy with regard to the consideration of Director candidates by shareholders, nor has it established formal procedures to be followed by shareholders who might wish to submit a recommendation.

Pursuant to a charter adopted by the Board, the Valuation Committee is composed of all independent Directors, any two officers of the Fund and a representative of the Adviser. The purpose of the Committee is to ensure that the securities and others assets of the Fund are valued in accordance with the Fund's Portfolio Valuation Procedures. The Valuation Committee meets when necessary. During the fiscal year ended December 31, 2015, the Valuation Committee did not meet.

10


                       
  Officers                    
  Name, Address
and Age
    Position
with the
Fund
    Length of Time
Served
    Principal Occupation(s)
During
Past 5 Years
 
  Lowell E. Haims
8 Sound Shore Drive
Greenwich, Connecticut 06830
Birth Date: May 1967
    Secretary; Valuation Committee (Chair)     October 2010
to present
    Chief Administrative Officer, Sound Shore Management, Inc., since October 2005; Chief Compliance Officer, Sound Shore Management Inc., since June 2007; Chartered Financial Analyst.  
  Charles S. Todd
Three Canal Plaza, Suite 100
Portland, Maine 04101
Birth Date: September 1971
    Treasurer     June 2009 to present     President, Foreside Fund Officer Services, LLC (since 2015); Foreside Management Services, LLC, Business Head, Treasurer Services (2012 - 2015); Director, (2008 - 2012).  
  Julie L. Walsh
10 High Street, Suite 302
Boston, Massachusetts 02110
Born: October 1970
    Chief Compliance Officer     May 2011 to present     Managing Director, Foreside Fund Officer Services, LLC (f/k/a Foreside Compliance Services, LLC) (May 2010 to present); Compliance Marketing Consultant, Grantham, Mayo, Van Otterloo & Co. LLC (May 2008 - May 2010); Chief Compliance Officer, Grantham, Mayo, Van Otterloo & Co. LLC (April 1995 - May 2008)  

B. DIRECTOR OWNERSHIP OF FUND SHARES

                 
  Directors     Dollar Range of Beneficial Ownership
in the Fund as of December 31, 2015
    Aggregate Dollar Range of Ownership as of December 31, 2015 in all Funds Overseen by Director in the Same Family of Investment Companies  
  Independent Directors  
  Harry W. Clark     None     None  
  H. Williamson Ghriskey Jr.     More than $100,000     More than $100,000  
  David Blair Kelso     More than $100,000     More than $100,000  
  Interested Directors  
  Harry Burn III     More than $100,000     More than $100,000  
  T. Gibbs Kane, Jr.     More than $100,000     More than $100,000  

C. OWNERSHIP IN SECURITIES OF THE ADVISER AND THE PRINCIPAL UNDERWRITER

As of December 31, 2015, no Independent Director or any of his immediate family members owned beneficially or of record securities of the Fund's investment adviser, its principal underwriter, or any person (other than a registered investment company) directly or indirectly, controlling, controlled by or under common control with the Fund investment adviser or principal underwriter.

D. COMPENSATION OF DIRECTORS

Each Independent Director receives quarterly fees of $2,500 plus $10,000 per quarterly in person meeting, $4,000 per quarterly meeting attended telephonically and $2,000 per special meeting attended in person or telephonically. The Audit Committee Chairman receives a quarterly fee of $1,250.

11


Independent Directors are also reimbursed for travel and related expenses incurred in attending meetings of the Board.

Interested Directors receive no compensation for their services or reimbursement for their associated expenses. No officer of the Fund is compensated by the Fund.

The following table sets forth the fees paid to each Independent Director by the Fund for the fiscal year ended December 31, 2015.

                             
  Director     Aggregate
Compensation
from the Fund
    Pension or Retirement
Benefits Accrued
as part of Fund Expenses
    Estimated Annual Benefits upon Retirement     Total
Compensation
from Fund
 
           
  Harry W. Clark     $54,000     $0     $0     $54,000  
  H. Williamson Ghriskey, Jr.     $54,000     $0     $0     $54,000  
  David Blair Kelso     $57,000     $0     $0     $57,000  

12


4. SERVICE PROVIDERS

A. INVESTMENT ADVISER

1. Services of Adviser

The Adviser serves as investment adviser to the Fund pursuant to an investment advisory agreement with the Fund. Under that agreement, the Adviser furnishes at its own expense all services, facilities and personnel necessary in connection with managing the investment and reinvestment of the Fund's assets, in accordance with the Fund's investment objective, policies and limitations, subject to the general supervision and control of the Directors and Officers of the Fund.

2. Ownership of Adviser/Affiliations

The Adviser is 100% owned by Harry Burn, III, T. Gibbs Kane, Jr., Shanna S. Sullivan, John P. DeGulis, James F. Clark and David B. Bilik. Messrs. Burn and Kane each own more than 25% of stock of the Adviser. The Adviser is registered as an investment adviser with the SEC under the Investment Advisers Act of 1940, as amended.

The Directors or officers of the Fund that are employed by and/or serve as directors/officers of the Adviser are Harry Burn, III, T. Gibbs Kane, Jr. and Lowell Haims.

3. Fees

The Adviser's fee is calculated as a percentage of the Fund's average net assets. The fee is accrued daily by the Fund and is paid monthly, equal to 0.75% per annum based on average daily net assets for the previous month. The Adviser's fee is paid by each class on the basis of that class's net assets relative to the net assets of the Fund.

The Adviser has entered into an expense limitation agreement with the Fund ("Expense Limitation Agreement") pursuant to which the Adviser has agreed to reimburse all of the ordinary expenses of the Institutional Class shares of the Fund included in total annual fund operating expenses under Securities and Exchange Commission Form N-1A (other than its advisory fee, interest, taxes, securities lending costs, brokerage commissions and acquired fund fees and expenses), exclusive of extraordinary expenses and exclusive of all litigation.

The Expense Limitation Agreement automatically renews for one-year terms commencing May 1 st of each year unless the Adviser provides at least 30 days' notice to the Fund and will terminate automatically in the event of the termination of the investment advisory agreement between the Adviser and the Fund.

Table 1 in Appendix B shows the dollar amount of fees paid to the Adviser for the last three fiscal years.

4. Portfolio Management Information

As of December 31, 2015, Harry Burn, III, T. Gibbs Kane, Jr. and John P. DeGulis acted as portfolio managers for two pooled investment vehicles with assets totaling $51 million. The pooled investment vehicles do not pay the Adviser a performance based fee.

As of December 31, 2015, Messrs. Burn, Kane and DeGulis acted as portfolio managers for 32 other accounts with a market value of $3.8 billion. One account pays the Adviser a performance-based fee.

Messrs. Burn, Kane and DeGulis, like all employees of the Adviser, receive a fixed cash salary, a cash contribution to the Adviser's profit sharing plan, and an annual cash bonus. Bonuses and contributions to the profit sharing plan are not based on the performance of the Fund or any other account, but are paid each year out of a pool comprised of the excess of aggregate revenues from all sources, less aggregate expenses. Senior management, including the portfolio managers, receives a significant amount of the pool.

As of December 31, 2015, Messrs. Kane, Burn and DeGulis each owned Fund shares valued in excess of $1 million.

The Adviser does not believe that material conflicts of interest arise as result of a portfolio manager's servicing of multiple accounts for the following reasons: (1) the management approach of the Adviser involves processes that help

13


mitigate the evolvement of conflicts of interest between accounts, (2) the maintenance by the Adviser of portfolio allocation and best execution procedures, (3) the maintenance by the Adviser of a Code of Ethics that establish standards and procedures for the detection and prevention of activities by which persons having knowledge of the investments and investment intentions of the Fund may abuse their fiduciary duties to the Fund; and (4) the nature of the management fee, performance based or not, has no bearing on how the Adviser manages a client account.

If a material conflict of interest arises between the Fund and other accounts managed by a portfolio manager, the Adviser will proceed in a manner that ensures that the Fund will not be materially treated less favorably.

Under the investment advisory agreement, the Adviser is not liable except for lack of good faith or by reason of the Adviser's willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of its reckless disregard of the Adviser's obligations and duties under the agreement.

B. DISTRIBUTOR AND AFFILIATED COMPANIES OF THE DISTRIBUTOR

1. Distribution Services and Compensation of Distributor

The Distributor serves as the distributor (also known as principal underwriter) of the shares of the Fund and is located at Three Canal Plaza, Suite 100, Portland, Maine 04101. The Distributor is a registered broker-dealer and is a member of the Financial Industry Regulatory Authority. Under its agreement with the Fund, the Distributor acts as the agent of the Fund in connection with the offering of shares of the Fund. The Distributor continually distributes shares of the Fund on a best efforts basis. The Distributor has no obligation to sell any specific quantity of Fund shares. The Distributor, its affiliates and officers have no role in determining the investment policies or which securities are to be purchased or sold by the Fund.

The Distributor, Adviser or Fund may enter into agreements with selected broker-dealers, banks or other financial institutions (each a "Financial Institution", and collectively "Financial Institutions") through which investors may purchase or redeem shares. These financial institutions may charge a fee for their services and may receive shareholder service fees even though shares are sold without a sales charge or distribution fees. These financial institutions may otherwise act as processing agents and will be responsible for promptly transmitting purchase, redemption, and other requests to the Fund.

Investors who purchase shares in this manner will be subject to the procedures of the institution through whom they purchase shares, which may include charges, investment minimums, cut-off times, and other restrictions in addition to, or different from, those listed herein. Information concerning any charges or services will be provided to customers by the financial institution. Investors purchasing shares of the Fund in this manner should acquaint themselves with their institution's procedures and read the prospectus in conjunction with any materials and information provided by their institution. The financial institution, and not its customers, will be the shareholder of record, although customers may have the right to vote shares depending upon their arrangement with the institution.

The Fund does not have a distribution (12b-1) plan; accordingly, the Distributor receives no compensation from the Fund for its distribution (12b-1) services. Shares are sold with no sales commission; accordingly, the Distributor receives no sales commissions.

2. Compliance Services

Under a Compliance Services Agreement (the "Compliance Agreement") with the Fund, Foreside Fund Officer Services, LLC ("FFOS"), an affiliate of the Distributor, provides a Chief Compliance Officer ("CCO"), and an Anti-Money Laundering Officer ("AMLO") to the Fund ("Compliance Services"). Effective May 1, 2016, FFOS receives an annual fee of $90,000 for Compliance Services as well as certain out-of pocket expenses.

The Compliance Agreement continues in effect until terminated. The Compliance Agreement is terminable with or without cause and without penalty by the Fund's Board or by FFOS on 60 days' written notice to the other party. The provisions of the Compliance Agreement related to CCO services, may be terminated at any time by the Board, effective upon written notice to the CCO, without the payment of any penalty.

Under the Compliance Agreement, if the CCO/AMLO acts in good faith and in a manner reasonably believed by him or her to be in the best interests of the Fund (and would not otherwise be liable to the Fund by reason of willful

14


misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office), the Fund shall indemnify the AMLO, CCO and FFOS, and all other of its employees, agents, directors, officers and managers and any person who controls FFOS within the meaning of Section 15 of the 1933 Act or Section 20 of the Securities Exchange Act of 1934 (the "Foreside Indemnitees") and hold the AMLO, CCO and Foreside Indemnitees harmless from any loss, liability, expenses (including reasonable attorneys fees) and damages incurred by them arising out of or related to the service of such employee or agent of FFOS as AMLO and CCO of the Fund. Similarly, under the same agreement, FFOS agrees to indemnify and hold harmless the Fund, its employees, agents, directors, officers and managers (other than the AMLO and CCO) ("Fund Indemnitees"), from any loss, liability, expenses (including reasonable attorneys fees) and damages incurred by them arising out of or related to (i) AMLO or CCO actions taken or failures to act with respect to the Fund that are by reason of his or her willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office; (ii) any breach of this Agreement by FFOS; or (iii) any breach of FFOS' representations set forth in Section 4 of the agreement.

Under the Compliance Agreement, the Fund, and not FFOS, is solely responsible for approval of the designation and compensation of the CCO, as well as for removing the CCO from his or her responsibilities related to the Fund in accordance with Rule 38a-1 of the 1940 Act. In addition, FFOS is not liable for the errors of other service providers to the Fund or their systems under the agreement.

Table 2 in Appendix B shows the dollar amount of the fees paid to FFOS and its affiliates for Compliance Services rendered, the amount of fees waived by FFOS and its affiliates, and the actual fees received by FFOS and its affiliates. The data is for the last three fiscal years.

3. PFO/Treasurer Services

Under a PFO/Treasurer Services Agreement (the "Treasurer Services Agreement") with the Fund, Foreside Management Services, LLC ("FMS"), an affiliate of the Distributor, provides a Principal Financial Officer ("PFO")/Treasurer to the Fund for an annual fee of $60,000, effective May 1, 2016.

The Treasurer Services Agreement continues in effect until terminated. The Treasurer Services Agreement is terminable with or without cause and without penalty by the Fund's Board on 15 days' written notice to FMS or by FMS on 30 days' written notice to the Fund.

Under the Treasurer Services Agreement, if the PFO/Treasurer acts in good faith and in a manner reasonably believed by him or her to be in the best interests of the Fund (and would not otherwise be liable to the Fund by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office), the Fund shall indemnify the PFO/Treasurer and FMS, and all other of its employees, agents, directors, officers and managers and any person who controls FMS within the meaning of Section 15 of the 1933 Act or Section 20 of the Securities Exchange Act of 1934 (the "Foreside Indemnitees") and hold the PFO/Treasurer and Foreside Indemnitees harmless from any loss, liability, expenses (including reasonable attorneys fees) and damages incurred by them arising out of or related to the service of such employee or agent of Foreside as PFO and Treasurer of the Fund. Similarly, under the same agreement, FMS agrees to indemnify and hold harmless the Fund, its employees, agents, directors, officers and managers (other than the PFO/Treasurer) ("Fund Indemnitees"), from any loss, liability, expenses (including reasonable attorneys fees) and damages incurred by them arising out of or related to (i) PFO/Treasurer actions taken or failures to act with respect to the Fund that are by reason of his or her willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office; (ii) any breach of this Agreement by FMS; or (iii) any breach of FMS' representations set forth in Section 4 of the agreement. Under the Treasurer Services Agreement, FMS shall not be liable for the errors of other service providers to the Fund or their systems.

Table 3 in Appendix B shows the dollar amount of the fees paid to FMS and its affiliates for treasurer services rendered, the amount of fees waived by FMS and its affiliates, and the actual fees received by the FMS and its affiliates. The data is for the last three fiscal years.

15


C. OTHER FUND SERVICE PROVIDERS

1. Administrator, Fund Accountant and Transfer Agent Services

Atlantic Fund Administration, LLC (d/b/a Atlantic Fund Services), located at Three Canal Plaza, Portland, Maine 04101, and its subsidiaries provide administration and fund accounting services to the Fund. Pursuant to separate agreements with Citi Fund Services Ohio, Inc. ("Citi") and SunGard Investor Services LLC ("SunGard"), Citi provided certain fund accounting and administration services to the Fund, and SunGard provided transfer agency services to the Fund, as the Fund's prior administrator and transfer agent.

Atlantic Shareholder Services, LLC ("Atlantic TA"), with principal offices at Three Canal Plaza, Portland, Maine 04101, provides transfer agency services to the Fund. Atlantic and Atlantic TA are subsidiaries of Forum Holdings Corp I. John Y. Keffer is the Chairman of Atlantic and is also the founder and owner of Forum Holdings Corp. I, the parent entity of Atlantic.

Pursuant to the Atlantic Services Agreement (the "Services Agreement"), the Fund pays Atlantic and Atlantic TA fees for administration, fund accounting and transfer agency services. The Fund also pays Atlantic TA certain surcharges and shareholder account fees. The Fund also pays Atlantic TA a fee from the Fund's Investor Share class, subject to the terms of a Sub-Transfer Agency Facilitation Agreement. The fees are accrued daily by the Fund and paid monthly based on the average net assets, transactions and positions for the prior month.

The Services Agreement continues in effect until terminated, so long as its continuance is specifically approved or ratified with such frequency and in such manner as required by applicable law. The Services Agreement is terminable with or without cause and without penalty by the Fund or by the Administrator on 120 days' written notice to the other party if without cause, and 60 days' written notice if with cause. Under the Services Agreement, Atlantic is not liable to the Fund or the Fund's shareholders for any act or omission, except for willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of reckless disregard of its obligations and duties under the Services Agreement. The Services Agreement also provides that Atlantic will not be liable to a shareholder for any loss incurred due to a NAV difference if such difference is less than or equal to $0.01, and in addition, limits the amount of any loss for which Atlantic would be liable.

As Administrator, Atlantic administers the Fund's operations except those that are the responsibility of any other service provider hired by the Fund, all in such manner and to such extent as may be authorized by the Board. The Administrator's responsibilities include, but are not limited to: (1) preparing for filing and filing certain regulatory filings (i.e., registration statements and shareholder reports) subject to Fund counsel and/or independent auditor oversight; (2) overseeing the preparation and filing of the Fund's tax returns, the preparation of financial statements and related reports to the Fund's shareholders, the SEC and state and other securities administrators; (3) providing the Fund with adequate general office space and facilities; (4) assisting the Adviser in monitoring Fund holdings for compliance with prospectus investment restrictions and assisting in preparation of periodic compliance reports; and (5) with the cooperation of the Adviser, the officers of the Fund and other relevant parties, preparing and disseminating materials for meetings of the Board.

Atlantic TA serves as transfer agent and distribution paying agent for the Fund. Atlantic TA is registered as a transfer agent with the SEC. Atlantic TA maintains an account for each shareholder of record of the Fund and is responsible for processing purchase and redemption requests and paying distributions to shareholders of record.

As Fund Accountant, Atlantic provides fund accounting services to the Fund. These services include calculating the NAV of each Fund class.

Table 4 in Appendix B shows the dollar amount of fees paid to Citi as the prior administrator for services rendered to the Fund, the amount of fees that were waived by the administrator, if any, and the actual fees received by the administrator for the last three fiscal years.

2. Custodian

Pursuant to an agreement with the Fund, MUFG Union Bank, N.A. serves as the Fund's Custodian and safeguards and controls the Fund's cash and securities, determines income and collects interest on Fund investments. The Custodian may employ sub-custodians. The Custodian is located at 350 California Street, 6th Floor, San Francisco, California 94104.

16


3. Legal Counsel

Legal matters in connection with the issuance of shares of the Fund are passed upon by Dechert LLP, 1095 Avenue of the Americas, New York, New York 10036.

4. Independent Registered Public Accounting Firm

BBD, LLP, 1835 Market Street, 26th Floor, Philadelphia, Pennsylvania 19103, is the Fund's independent registered public accounting firm.

17


5. PORTFOLIO TRANSACTIONS

A. HOW SECURITIES ARE PURCHASED AND SOLD

Purchases and sales of portfolio securities that are equity securities (for instance common stock and preferred stock) are generally effected  on an exchange or electronic crossing network, through brokers who charge commissions. These commissions are negotiated.

Purchases of securities from underwriters of the securities include a disclosed fixed commission (in the case of a secondary offering) or a sales concession paid by the issuer to the underwriter (in the case of an Initial Public Offering).

Purchases and sales of portfolio securities that are fixed income securities (for instance, money market instruments and bonds, notes and bills) usually are principal transactions. In a principal transaction, the party from whom the Fund purchases or to whom the Fund sells is acting on its own behalf (and not as the agent of some other party such as its customers). These securities normally are purchased directly from the issuer or from an underwriter or market maker for the securities. There usually are no brokerage commissions paid for these securities.

In the case of fixed income and equity securities traded in the over-the-counter markets, there is generally no stated commission, but the price usually includes an undisclosed commission or markup.

B. COMMISSIONS PAID

Table 5 in Appendix B shows the aggregate brokerage commissions paid for the last three fiscal years.

C. ADVISER RESPONSIBILITY FOR PURCHASES AND SALES

The Adviser of the Fund places orders for the purchase and sale of securities with brokers and dealers selected by and in the discretion of the Adviser. The Fund does not have any obligation to deal with any specific broker or dealer in the execution of portfolio transactions. Allocations of transactions to brokers and dealers and the frequency of transactions are determined by the Adviser in its best judgment and in a manner deemed to be in the best interest of the Fund rather than by any formula.

The Adviser of the Fund seeks "best execution" for all portfolio transactions. This means that the Adviser seeks the most favorable price and execution available. The Adviser's primary consideration in executing transactions for the Fund is prompt execution of orders in an effective manner and at the most favorable price available.

1. Choosing Brokers

The Adviser relies on outside research services provided by brokers to augment its knowledge of economic and corporate events to each client's end benefit. The Adviser believes that such services save time and duplication of effort and aid in the performance of client accounts. Brokerage commissions generated by the trading activities of one client account may be used to provide research to assist the Adviser in carrying out its responsibilities both for that client account, as well as other accounts without tracing benefits to commissions generated by a particular client account.

In selecting a broker to execute securities transactions, the Adviser considers a variety of factors, including the value of research provided by the broker, the broker's execution capability, the commission rate charged by the broker, the broker's financial responsibility and the broker's responsiveness to the Adviser. Subject to the criteria of Section 28(e) of the Securities Exchange Act of 1934 ("Section 28(e)"), the Adviser may pay a broker a brokerage commission in excess of that which another broker might have charged for effecting the same transactions, in recognition of these other factors. The Adviser believes it is important to its investment decision-making processes to have access to independent research.

Generally, research services provided by brokers may include information on the economy, industries, groups of securities, individual companies, statistical information, accounting and tax law interpretations, political developments, legal developments affecting portfolio securities, technical market action, credit analysis, risk measurement analysis, performance analysis and analysis of corporate responsibility issues. Such research services are received primarily in the form of access to various computer-generated data, written reports, telephone contacts and personal meetings with security analysts, and meetings arranged with corporate and industry spokespersons, economists, academicians, and government representatives. While brokers with whom the Adviser effects trades may provide the Adviser with their own

18


internally produced research, in some cases, research services are generated by third parties and supplied to the Adviser by or through brokers provided that, in this case, the broker must directly incur the obligation to pay the third party.

2. Aggregation of Orders

The Adviser will generally aggregate transactions provided that aggregation is consistent with its duty to seek best execution (which includes the duty to seek best price) for its clients and is consistent with the terms of the Adviser's investment advisory agreement with each client for which trades are being aggregated. Prior to entering an aggregated trade order, the Adviser prepares a trading blotter allocating shares on a pro rata basis to the participating client accounts. The shares are allocated pro rata based on account size, but adjusted when necessary to reflect client specific factors such as recent additions or withdrawals, as well as client directives i.e., "no tobacco," position size directives "no more than 3% at cost," or "up to 10% at market," etc. In general, the Adviser strives to equalize positions in a security throughout its client base, to these target percentages equitably. If the order is partially filled, it will be allocated pro rata based on the trading blotter, although exceptions may be made for clients whose share percentage before the trade is more/or less than other clients, so that the additional shares purchased or sold bring all clients as close to the same targeted ownership percentage as is practicable. An aggregated order provides the participants the average share price for all the Adviser's purchases/sales executed in that order throughout a given business day, with transaction costs shared pro rata based on each client's participation in the transaction. Notwithstanding the foregoing, the order may be allocated on a basis different from that specified in the trading blotter if all client accounts receive fair and equitable treatment, and the reason for the difference is indicated in writing or by email and is approved in writing or by email by the Adviser's Compliance Officer (or in his absence, his designee) no later than one hour after the opening of the markets on the trading day following the day on which the order is executed.

Under certain circumstances, it may be in a client's best interest not to participate in an aggregate order with the Adviser's other clients (e.g. this is generally the case for "Wrap" account clients whose commission costs are covered as part of the bundled fee that the Wrap participants pay to the Wrap sponsor). In such cases, the Adviser will place (or direct the responsible party to place) an order for that client at a set time (or times) during a trading day. The intent of this procedure is that by executing trades before, during, and after the aggregated trades, clients who are not part of the Adviser's aggregated orders will achieve average execution prices that are substantially the same as all other Adviser clients.

Occasionally the Adviser will participate in Initial Public Offerings (IPO's). In most cases, the Adviser is unable to purchase sufficient shares to fill all clients to a meaningful position. If sufficient shares are purchased, the security will be allocated as described in the preceding paragraph. If it is not practical to allocate on a pro rata basis as the number of shares purchased is so small, then allocation will be made alphabetically utilizing procedures which should not advantage or disadvantage any client account.

3. Portfolio Turnover

The frequency of portfolio transactions of the Fund (the portfolio turnover rate) will vary from year to year depending on many factors. Portfolio turnover rate is reported in the Prospectus. From time to time the Fund may engage in active short-term trading to take advantage of price movements affecting individual issues, groups of issues or markets. It is not the Fund's intent, nor has it been its practice, to engage in active and frequent trading of its securities. This type of trading could increase the amount of capital gains realized by the Fund and total securities transactions costs. The Fund expects normal turnover in the range of 50-75%, although there can be periods of greater or lesser turnover based upon market and corporate earnings activity. An annual portfolio turnover rate of 100% would occur if all of the securities in the Fund were replaced once in a period of one year. Higher portfolio turnover rates may result in increased brokerage costs to the Fund and a possible increase in short-term capital gains or losses. For the years ended December 31, 2015 and December 31, 2014, the portfolio turnover rate for the Fund was 39% and 47% respectively.

D. SECURITIES OF REGULAR BROKER-DEALERS

From time to time the Fund may acquire and hold securities issued by its "regular brokers and dealers" or the parents of those brokers and dealers. For this purpose, regular brokers and dealers means the 10 brokers or dealers that:(1) received the greatest amount of brokerage commissions during the Fund's last fiscal year; (2) engaged in the largest amount of principal transactions for portfolio transactions of the Fund during the Fund's last fiscal year; or (3) sold the largest amount of the Fund's shares during the Fund's last fiscal year.

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Table 6 in Appendix B lists the regular brokers and dealers of the Funds whose securities (or the securities of the parent company) were acquired during the past fiscal year and the aggregate value of the Fund's holdings of those securities as of the Fund's most recent fiscal year.

E. PORTFOLIO HOLDINGS

Portfolio holdings of the Fund are disclosed to the public on a quarterly basis in filings with the SEC. Specifically, the Fund's portfolio holdings are considered publicly available when quarterly Form 13Fs are filed electronically by the Adviser, with the SEC, where they may be viewed by the public. Form 13F lists all securities held in accounts over which the Adviser has investment discretion. Form 13F must be filed within 45 days after the end of each calendar quarter. In addition, portfolio holdings as of the end of the Fund's semi-annual fiscal periods are reported within 10 days of the mailing of the annual or semi-annual report (typically no later than 70 days after the end of each such period). Portfolio holdings as of the end of the first and third fiscal quarters are reported on Form N-Q within 60 days of the end of those periods. You may request a copy of the Fund's latest semi-annual report to shareholders by contacting the Transfer Agent at the address or phone number listed on the cover of this SAI. You may also obtain a copy of the Fund's latest Form N-Q by accessing the SEC's web site at http://www.sec.gov .

In addition, the Adviser may make publicly available, on a monthly basis, information regarding the Fund's top ten holdings (including name and percentage of the Fund's assets invested in each such holding) and the percentage breakdown of the Fund's investments by sector and industry, as applicable. This information is made available through marketing communications (including advertisements and sales literature), the Transfer Agent telephone customer service center, and the Fund's web site at http://www.soundshorefund.com . This information is released within 15 days after the month end.

The Board has also authorized disclosure of the Fund's nonpublic portfolio holdings information to certain persons who provide services on behalf of the Fund or to its service providers in advance of public release. The Adviser, who manages the Fund's portfolio, has regular and continuous access to the Fund's portfolio holdings. In addition, the Administrator, Custodian, and Fund Accountant may have access to the Fund's nonpublic portfolio holdings information on a daily basis. The Distributor and its affiliates may have access to the Fund's non-public portfolio holdings information on a monthly basis. Mailing services and financial printers may have access to the Fund's non-public portfolio holdings information prior to distribution to the public. Independent accountants receive nonpublic portfolio holding information at least annually and usually within seven days of the Fund's fiscal year end and may also have access to a Fund's nonpublic portfolio holdings information on an ongoing basis. The Directors, officers and legal counsel to the Fund may receive information on an as needed basis. The Board may authorize additional disclosure of the Fund's portfolio holdings.

No compensation is received by the Fund, nor, to the Fund's knowledge, paid to the Adviser or any other person in connection with the disclosure of the Fund's portfolio holdings. The Fund's, Adviser's, and Administrator's codes of ethics (collectively, "Codes") are intended to address potential conflicts of interest arising from the misuse of information concerning the Fund's portfolio holdings. The Fund's service providers are subject to confidentiality provisions contained within their service agreements, professional codes, or other policies that address conflicts of interest arising from the misuse of this information.

The Fund's portfolio holdings disclosure policy is reviewed by the Board at least annually, or more frequently if necessary. In order to help ensure that this policy is in the best interests of Fund shareholders as determined by the Board, the CCO will make an annual report to the Board. In addition, the Board will receive any interim reports that the CCO may deem appropriate. Any conflict identified by the Fund resulting from the disclosure of nonpublic portfolio holdings information between the interests of shareholders and those of the Adviser, the Distributor or any of their affiliates will be reported to the Board for appropriate action.

There is no assurance that the Fund's portfolio holdings disclosure policy will protect the Fund against potential misuse of holdings information by individuals or firms in possession of that information.

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6. ADDITIONAL PURCHASE AND REDEMPTION INFORMATION

A. GENERAL INFORMATION

Shareholders may effect purchases or redemptions or request any shareholder privilege by contacting the Transfer Agent at P.O. Box 588, Portland, Maine 04112, or by calling (800) 551-1980.

The Fund accepts orders for the purchase or redemption of shares on any weekday except days when the New York Stock Exchange is closed.

B. ADDITIONAL PURCHASE INFORMATION

Shares of the Fund are offered on a continuous basis by the Distributor at NAV per share without any sales charge. Accordingly, the offering price per share is the same as the NAV per share.

The Fund reserves the right to refuse any purchase request.

Fund shares are normally issued for cash only. In the Adviser's discretion, however, the Fund may accept portfolio securities that meet the investment objective and policies of the Fund as payment for Fund shares. The Fund will only accept securities that: (1) are not restricted as to transfer by law and are not illiquid; and (2) have a value that is readily ascertainable (and not established by fair valuation).

1. IRAs

All contributions into an IRA through the automatic investing service are treated as IRA contributions made during the year the investment is received.

2. UGMAs/UTMAs

If the trustee's name is not in the account registration of a gift or transfer to minor ("UGMA/UTMA") account, the investor must provide a copy of the trust document.

3. Purchases through Financial Institutions

You may purchase and redeem shares through Financial Institutions. Certain Financial Institutions may authorize their agents to receive purchase, redemption or other requests relating to the Fund. Your order will be priced at the Fund's NAV next calculated after the Financial Institution receives your order so long as the Financial Institution transmits such order to the Fund consistent with the Prospectus or the Financial Institution's contractual arrangements with the Fund and/or its agents. Financial institutions may charge their customers a fee for their services and are responsible for promptly transmitting purchase, redemption and other requests to the Fund.

If you purchase shares through a Financial Institution, you will be subject to the Financial Institution's procedures, which may include charges, limitations, investment minimums, cutoff times and restrictions in addition to, or different from, those applicable when you invest in the Fund directly.

The Fund is not responsible for the failure of any Financial Institution to carry out its obligations.

Investors purchasing shares of the Fund through a Financial Institution should read any materials and information provided by the Financial Institution to acquaint themselves with its procedures and any fees that the Financial Institution may charge.

C. ADDITIONAL REDEMPTION INFORMATION

The Fund may redeem shares involuntarily to reimburse the Fund for any loss sustained by reason of the failure of a shareholder to make full payment for shares purchased by the shareholder or to collect any charge relating to transactions effected for the benefit of a shareholder which is applicable to the Fund's shares as provided in the Prospectus.

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1. Suspension of Right of Redemption

The right of redemption may not be suspended, except for any period during which: (1) the New York Stock Exchange, Inc. is closed (other than customary weekend and holiday closings) or during which the Securities and Exchange Commission determines that trading thereon is restricted; (2) an emergency (as determined by the SEC) exists as a result of which disposal by the Fund of its securities is not reasonably practicable or as a result of which it is not reasonably practicable for the Fund to fairly determine the value of its net assets; or (3) the SEC may by order permit for the protection of the shareholders of the Fund.

2. Redemption in Kind

Redemption proceeds normally are paid in cash. Payments may be made wholly or partly in portfolio securities, however, if the Board determines conditions exist which would make payment in cash detrimental to the best interests of the Fund. If redemption proceeds are paid wholly or partly in portfolio securities, brokerage costs may be incurred by the shareholder in converting the securities to cash. The Fund has filed an election with the SEC pursuant to which the Fund may only effect a redemption in portfolio securities if the particular shareholder is redeeming more than $250,000 or 1% of the Fund's total net assets, whichever is less, during any 90-day period. In the opinion of the Fund's management, however, the amount of a redemption request would have to be significantly greater than $250,000 or 1% of total net assets before a redemption wholly or partly in portfolio securities would be made.

D. NAV DETERMINATION

The Fund values securities for which market quotations are readily available at current market value other than certain short-term securities which may be valued at amortized cost. Exchange traded securities for which market quotations are readily available are valued using the last reported sales price provided by independent pricing services as of the close of trading on the market or exchange for which they are primarily traded on each Fund business day. In the absence of sales, such securities are valued at the mean of the last bid and asked price. Non-exchange traded securities for which quotations are readily available are generally valued at the mean between the current bid and asked prices provided by independent pricing services. Fixed income securities may be valued at prices supplied by the Fund's pricing agent based on broker or dealer supplied valuations or matrix pricing, a method of valuing securities by reference to the value of other securities with similar characteristics, such as rating, interest rate and maturity. Investments in other open-end regulated investment companies are valued at NAV. The Fund values securities at fair value pursuant to procedures adopted by the Board if market quotations are not readily available (including a short and temporary lapse in the provision of a price by the regular pricing source) or, if in the judgment of the Adviser, the prices or values available do not represent the fair value of the instrument.

E. NYSE HOLIDAY SCHEDULE

The NYSE is open every week, Monday through Friday, except when the following holidays are celebrated: New Year's Day, Martin Luther King, Jr. Day (the third Monday in January), Washington's Birthday, Good Friday, Memorial Day (the last Monday in May), Independence Day, Labor Day (the first Monday in September), Thanksgiving Day (the fourth Thursday in November) and Christmas Day. Exchange holiday schedules are subject to change without notice. The NYSE may close early on the day before each of these holidays and the day after Thanksgiving Day.

To the extent that the Fund's portfolio investments trade in markets on days when the Fund is not open for business, the value of the Fund's assets may vary on those days. In addition, trading in certain portfolio investments may not occur on days the Fund is open for business. If the exchange or market on which the Fund's underlying investments are primarily traded closes early, the NAV may be calculated prior to its normal calculation time. For example, the primary trading markets for the Fund may close early on the day before certain holidays and the day after Thanksgiving Day.

F. DISTRIBUTIONS

Distributions of net investment income and capital gain will be reinvested on the payment date at the Fund's NAV on the ex-date for such distributions. Cash payments may be made more than seven days following the date on which distributions would otherwise be reinvested.

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7. TAXATION

The tax information set forth in the Prospectus and the information in this section relates solely to Federal income tax law and assumes that the Fund qualifies as a regulated investment company (as discussed below). Such information is only a summary of certain key Federal income tax considerations affecting the Fund and its shareholders that are not described in the Prospectus. No attempt has been made to present a complete explanation of the Federal tax treatment of the Fund or the implications to shareholders. The discussions here and in the Prospectus are not intended as substitutes for careful tax planning.

This "Taxation" section is based on the Code and applicable regulations in effect on the date hereof. Future legislative or administrative changes or court decisions may significantly change the tax rules applicable to the Fund and its shareholders. Any of these changes or court decisions may have a retroactive effect.

All investors should consult their own tax advisor as to the federal, state, local and foreign tax provisions applicable to them.

A. QUALIFICATION AS A REGULATED INVESTMENT COMPANY

The Fund intends for each tax year to qualify as a "regulated investment company" under the Code. This qualification does not involve governmental supervision of management or investment practices or policies of the Fund.

The tax year-end of the Fund is December 31 (the same as the Fund's fiscal year end).

1. Meaning of a Qualification

As a regulated investment company, the Fund will not be subject to Federal income tax on the portion of its income and gains that it distributes to shareholders. In order to qualify as a regulated investment company the Fund must satisfy the following requirements:

The Fund must distribute at least 90% of its investment company taxable income (i.e., net investment income and net short-term capital gains) for the tax year. (Certain distributions made by the Fund after the close of its tax year are considered distributions attributable to the previous tax year for purposes of satisfying t his requirement.)

The Fund must derive at least 90% of its gross income each year from dividends, interest, payments with respect to securities loans, income from certain publicly traded partnerships, and gains from the sale or other disposition of securities, or other income derived from its business of investing in securities.

The Fund must satisfy the following asset diversification test at the close of each quarter of the Fund's tax year: (1) at least 50% of the value of the Fund's assets must consist of cash and cash items, U.S. government securities, securities of other regulated investment companies, and securities of other issuers (as to which the Fund has not invested more than 5% of the value of the Fund's total assets in securities of the issuer and as to which the Fund does not hold more than 10% of the outstanding voting securities of the issuer); and (2) no more than 25% of the value of the Fund's total assets may be invested in the securities of any one issuer (other than U.S. Government securities and securities of other regulated investment companies), certain publicly traded partnerships, or in two or more issuers which the Fund controls and which are engaged in the same or similar trades or businesses.

2. Failure to Qualify

If for any tax year the Fund does not qualify as a regulated investment company, all of its taxable income (including its net capital gain) will be subject to tax at regular corporate rates without any deduction for dividends to shareholders, and the dividends will be taxable to the shareholders as ordinary income to the extent of the Fund's current and accumulated earnings and profits. These distributions generally may be eligible for the dividends-received deduction in the case of corporate shareholders or, be dividends qualified for lower tax rates in the case of individual shareholders.

Failure to qualify as a regulated investment company would thus have a negative impact on the Fund's income and performance. It is possible that the Fund will not qualify as a regulated investment company in any given tax year.

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B. FUND DISTRIBUTIONS

The Fund anticipates distributing substantially all of its net investment income semi-annually each tax year. These distributions are taxable to shareholders as ordinary income. A portion of these distributions may qualify for the 70% dividends-received deduction for corporate shareholders if certain holding period requirements are satisfied.

Some of the Fund's distributions may be treated as "qualified dividend income," taxable to individuals at a maximum Federal tax rate of either 15% or 20% depending on whether the individual's income exceeds certain threshold amounts. A distribution is treated as qualified dividend income to the extent that the Fund receives dividend income from taxable domestic corporations and certain qualified foreign corporations, provided that certain holding period and other requirements are met by both the Fund and the shareholder receiving the distribution.

The Fund anticipates distributing substantially all of its net capital gain for each tax year. These distributions generally are made annually, but the Fund may make additional distributions of net capital gain at any time during the year. These distributions are taxable to shareholders as long-term capital gain, regardless of how long a shareholder has held shares.

The Fund may have capital loss carryovers (unutilized capital losses from prior years). These capital loss carryovers (which can be used for up to eight years) may be used to offset any current capital gain (whether short—or long-term). Capital losses incurred in tax years beginning after December 22, 2010 generally may be carried forward indefinitely. All capital loss carryovers are listed in the Fund's financial statements. Any such losses may not be carried back.

Distributions by the Fund that do not constitute ordinary income dividends or capital gain dividends will be treated as a return of capital. Return of capital distributions reduce the shareholder's tax basis in the shares and are treated as gain from the sale of the shares to the extent the shareholder's basis would be reduced below zero.

All distributions by the Fund will be treated in the manner described above regardless of whether the distribution is paid in cash or reinvested in additional shares of the Fund (or of another Fund). Shareholders receiving a distribution in the form of additional shares will be treated as receiving a distribution in an amount equal to the cash that they would have received if they had elected to receive the distribution in cash.

A shareholder may purchase shares whose net asset value at the time reflects undistributed net investment income or recognized capital gain, or unrealized appreciation in the value of the assets of the Fund. Distributions of these amounts are taxable to the shareholder in the manner described above, although the distribution economically constitutes a return of capital to the shareholder.

Shareholders purchasing shares of the Fund just prior to the ex-dividend date of a distribution will be taxed on the entire amount of the distribution received, even though the net asset value per share on the date of the purchase reflected the amount of the distribution.

If a shareholder holds shares for six months or less and redeems shares at a loss after receiving a capital gain distribution, the loss will be treated as a long-term capital loss to the extent of the distribution.

Ordinarily, shareholders are required to take distributions by the Fund into account in the year in which they are made. A distribution declared in October, November or December of any year and payable to shareholders of record on a specified date in those months, however, is deemed to be received by the shareholders (and made by the Fund) on December 31 of that calendar year if the distribution is actually paid in January of the following year.

An additional 3.8% Medicare tax is imposed on certain net investment income (including ordinary dividends and capital gain distributions received from the Fund and net gains from redemptions or other taxable dispositions of Fund shares) of U.S. individuals, estates and trusts to the extent that such person's "modified adjusted gross income" (in the case of an individual) or "adjusted growth income" (in the case of estates or trusts) exceeds a threshold amount.

Shareholders will be advised annually as to the Federal income tax consequences of distributions made (or deemed made) to them during the year.

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C. FEDERAL EXCISE TAX

A 4% non-deductible excise tax is imposed on a regulated investment company that fails to distribute in each calendar year an amount equal to: (1) 98% of its ordinary taxable income (taking into account certain deferrals and elections) for the calendar year; (2) 98.2% of its capital gain net income for the one-year period ended on October 31 of the calendar year; and (3) any undistributed amounts described in (1) and (2) above from the prior year on which the Fund paid no U.S. federal income tax. The Fund has elected to substitute its December tax year for the one-year period ending on October 31.

For purposes of calculating the excise tax, the Fund reduces its capital gain net income (but not below its net capital gain) by the amount of any net ordinary loss for the calendar year.

The Fund intends to make sufficient distributions of its ordinary taxable income and capital gain net income prior to the end of each calendar year to avoid liability for the excise tax. Investors should note, however, that the Fund might in certain circumstances be required to liquidate portfolio investments to make sufficient distributions to avoid excise tax liability.

D. SALE OR REDEMPTION OF SHARES

In general, a shareholder will recognize gain or loss on the sale or redemption of shares of the Fund in an amount equal to the difference between the proceeds of the sale or redemption and the shareholder's adjusted tax basis in the shares. All or a portion of any loss so recognized may be disallowed if the shareholder purchases other shares of the Fund within 30 days before or after the sale or redemption (a so called "wash sale"). In general, any gain or loss arising from the sale or redemption of shares of the Fund will be considered capital gain or loss and will be long-term capital gain or loss if the shares were held for longer than one year. Any capital loss arising from the sale or redemption of shares held for six months or less, however, is treated as a long-term capital loss to the extent of the amount of capital gain distributions received on such shares. For this purpose, the special holding period rules of Code Section 246(c) (3) and (4) generally will apply in determining the holding period of shares. Individual shareholders may generally deduct in any year only $3,000 of capital losses that are not offset by capital gains and remaining losses may be carried over to future years. Corporations may generally deduct capital losses only against capital gains with certain carryovers from excess losses.

E. WITHHOLDING TAX

The Fund will be required to withhold Federal income tax at the required Federal backup withholding rate on distributions paid to any shareholder: (1) who has failed to provide correct tax payer identification number; (2) who is subject to backup withholding by the IRS for failure to report the receipt of interest or dividend income properly; or (3) who has failed to certify to the Fund that it is not subject to backup withholding or that it is a "C corporation" or other "exempt recipient." Tax withholding at the rate of 30% (or lower treaty rate if applicable) will also generally apply to dividends paid to any non-U.S. shareholder.

The Fund is required to withhold U.S. tax (at a 30% rate) on payment of dividends and effective January 1, 2019, also on redemption proceeds and certain capital gain dividends made to certain non-U.S. entities that fail to comply (or be deemed compliant) with extensive new reporting and withholding requirements designed to inform the U.S. Department of the Treasury of U.S.-owned foreign investment accounts. Shareholders may be requested to provide additional information to the Fund to enable the Fund to determine whether withholding is required.

F. STATE, ESTATE AND LOCAL TAXES

The tax rules of the various states of the U.S. and their local jurisdictions with respect to distributions from the Fund can differ from the rules for Federal income taxation described above. These state and local rules are not discussed herein. Shareholders are urged to consult their tax advisers as to the consequences of state and local tax rules with respect to an investment in the Fund, distributions from the Fund, the applicability of state and local taxes and related matters. Non-U.S. shareholders may also be subject to U.S. estate tax with respect to their Fund shares.

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8. OTHER MATTERS

A. GENERAL INFORMATION

Sound Shore Fund, Inc. was organized as a corporation under the laws of the State of Maryland on February 15, 1985. The Fund has operated under that name and as an investment company since that date.

Sound Shore Fund, Inc. is registered with the SEC as an open-end, management investment company (a "mutual fund") under the 1940 Act. The Fund is diversified as that term is defined by the 1940 Act. The Fund offers shares of its common stock.

It is not intended that meetings of shareholders be held except when required by Federal or Maryland law and all shareholders of the Fund are entitled to vote at shareholders' meetings. The total number of shares of common stock which the Fund is authorized to issue is 200,000,000, par value $0.001 per share of which 100,000,000 shares are designated to the Investor Class and 100,000,000 shares are designated to the Institutional Class. The Board may, without shareholder approval, classify or re-classify any unissued shares into other classes or series of shares.

The Fund's existence is of unlimited duration.

B. CODE OF ETHICS

The Fund and the Adviser have adopted codes of ethics under Rule 17j-1 of the 1940 Act which are designed to address conflicts of interest between the Fund and personnel of the Fund and the Adviser. Subject to certain restrictions, the codes permit such personnel to invest in securities, including securities that may be purchased or held by the Fund.

C. SHAREHOLDER VOTING AND OTHER RIGHTS

Each share of the Fund has equal dividend, distribution, liquidation and voting rights (except as to matters relating exclusively to one class of shares), and fractional shares have those rights proportionately. Maryland law does not require the Fund to hold annual meetings of shareholders, and it is anticipated that shareholder meetings will be held only when specifically required by Federal or state law. There are no conversion or preemptive rights in connection with shares of the Fund.

All shares, when issued in accordance with the terms of the offering, will be fully paid and nonassessable.

A shareholder in the Fund is entitled to the shareholder's pro rata share of all distributions arising from the Fund's assets and, upon redeeming shares, will receive the portion of the Fund's net assets represented by the redeemed shares.

D. FUND OWNERSHIP

As of April 5, 2016, the percentage of shares owned by all Officers and Directors of the Fund as a group was approximately 1.85% of the aggregate number of shares of the Fund's Investor Class and Institutional Class.

Also as of that date, certain shareholders of record owned 5% or more of a class of shares of the Fund. These shareholders and any shareholder known by the Fund to own beneficially 5% or more of a class of shares of the Fund are listed in Table 7 of Appendix B.

From time to time, certain shareholders may own a large percentage of the shares of the Fund. Accordingly, those shareholders may be able to greatly affect (if not determine) the outcome of a shareholder vote. As of April 5, 2016, there was no person who owned of record or was known by the Fund to own beneficially more than 25% of the aggregate shares of both classes of the Fund.

E. LIMITATIONS ON DIRECTORS' AND OFFICERS' LIABILITY

The Articles of Incorporation of the Fund provide that the Directors and officers will be indemnified to the fullest extent permitted by the general corporation law of the State of Maryland. However, the 1940 Act limits this scope by providing

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that no Director or officer will be protected against liability to the Fund or its shareholders to which he would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his office.

F. PROXY VOTING PROCEDURES

The Board has approved policies and procedures governing the voting of proxies relating to the portfolio securities of the Fund. Those procedures provide for the delegation of the voting of proxies relating to the Fund's portfolio securities to the Adviser. Copies of the Adviser's proxy voting procedures are included in Appendix C. Information regarding how the Fund voted proxies relating to portfolio securities during the most recent twelve-month period ended June 30 is available (1) without charge, upon request, by contacting the Transfer Agent at (800) 551-1980; (2) on the Fund's web site at http://www.soundshorefund.com and (3) on the SEC's web site at http://www.sec.gov .

G. REGISTRATION STATEMENT

This SAI and the Prospectus do not contain all the information included in the Fund's registration statement filed with the SEC under the 1933 Act with respect to the securities offered hereby. The complete registration statement, including the exhibits filed therewith, may be examined at the office of the SEC in Washington, D.C. or at http://www.sec.gov , the web site of the SEC.

Statements contained herein and in the Prospectus as to the contents of any contract or other documents are not necessarily complete, and, in each instance, are qualified by, and reference is made to the copy of such contract or other documents filed as exhibits to the registration statement.

H. FINANCIAL STATEMENTS

The Fund's financial statements and financial highlights for the fiscal year ended December 31, 2015 are incorporated herein by reference into this SAI from the Fund's Annual Report to shareholders. The Fund's financial statements and financial highlights included in the Fund's Annual Report to shareholders have been audited by Deloitte & Touche, LLP, an independent registered public accounting firm, as stated in their report, which is incorporated herein by reference, and have been so incorporated in reliance upon the reports of such firm.

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APPENDIX A - DESCRIPTION OF SECURITIES RATINGS


A. CORPORATE BONDS (INCLUDING CONVERTIBLE BONDS) AND PREFERRED STOCK

1. Moody's Investors Service

                 
  Aaa           Obligations rated Aaa are judged to be of the highest quality, subject to the lowest level of credit risk.  
  Aa           Obligations rated Aa are judged to be of high quality and are subject to very low credit risk.  
  A           Obligations rated A are judged to be upper-medium grade and are subject to low credit risk.  
  Baa           Obligations rated Baa are judged to be medium-grade and subject to moderate credit risk and as such may possess certain speculative characteristics.  
  Ba           Obligations rated Ba are judged to be speculative and are subject to substantial credit risk.  
  B           Obligations rated B are considered speculative and are subject to high credit risk.  
  Caa           Obligations rated Caa are judged to be speculative of poor standing and are subject to very high credit risk.  
  Ca           Obligations rated Ca are highly speculative and are likely in, or very near, default, with some prospect of recovery of principal and interest.  
  C           Obligations rated C are the lowest rated and are typically in default, with little prospect for recovery of principal or interest.  
  Note:           Moody's appends numerical modifiers 1, 2, and 3 to each generic rating classification from Aa through Caa. The modifier 1 indicates that the obligation ranks in the higher end of its generic rating category; the modifier 2 indicates a mid-range ranking; and the modifier 3 indicates a ranking in the lower end of that generic rating category. Additionally, a "(hyb)" indicator is appended to all ratings of hybrid securities issued by banks, insurers, finance companies, and securities firms.*  
  *           By their terms, hybrid securities allow for the omission of scheduled dividends, interest, or principal payments, which can potentially result in impairment if such an omission occurs. Hybrid securities may also be subject to contractually allowable write-downs of principal that could result in impairment. Together with the hybrid indicator, the long-term obligation rating assigned to a hybrid security is an expression of the relative credit risk associated with that security  

2. Standard and Poor's Corporation

                 
  AAA           An obligation rated 'AAA' has the highest rating assigned by Standard & Poor's. The obligor's capacity to meet its financial commitment on the obligation is extremely strong.  
  AA           An obligation rated 'AA' differs from the highest-rated obligations only to a small degree. The obligor's capacity to meet its financial commitment on the obligation is very strong.  
  A           An obligation rated 'A' is somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than obligations in higher-rated categories. However, the obligor's capacity to meet its financial commitment on the obligation is still strong.  

A-1


                 
  BBB           An obligation rated 'BBB' exhibits adequate protection parameters. However, adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity of the obligor to meet its financial commitment on the obligation.  
 

BB; B;

CCC;

CC; and

C

          Obligations rated 'BB', 'B', 'CCC', 'CC', and 'C' are regarded as having significant speculative characteristics. 'BB' indicates the least degree of speculation and 'C' the highest. While such obligations will likely have some quality and protective characteristics, these may be outweighed by large uncertainties or major exposures to adverse conditions.  
  BB           An obligation rated 'BB' is less vulnerable to nonpayment than other speculative issues. However, it faces major ongoing uncertainties or exposure to adverse business, financial, or economic conditions which could lead to the obligor's inadequate capacity to meet its financial commitment on the obligation.  
  B           An obligation rated 'B' is more vulnerable to nonpayment than obligations rated 'BB', but the obligor currently has the capacity to meet its financial commitment on the obligation. Adverse business, financial, or economic conditions will likely impair the obligor's capacity or willingness to meet its financial commitment on the obligation.  
  CCC           An obligation rated 'CCC' is currently vulnerable to nonpayment, and is dependent upon favorable business, financial, and economic conditions for the obligor to meet its financial commitment on the obligation. In the event of adverse business, financial, or economic conditions, the obligor is not likely to have the capacity to meet its financial commitment on the obligation.  
  CC           An obligation rated 'CC' is currently highly vulnerable to nonpayment.  
  C           A 'C' rating is assigned to obligations that are currently highly vulnerable to nonpayment, obligations that have payment arrearages allowed by the terms of the documents, or obligations of an issuer that is the subject of a bankruptcy petition or similar action which have not experienced a payment default. Among others, the 'C' rating may be assigned to subordinated debt, preferred stock or other obligations on which cash payments have been suspended in accordance with the instrument's terms or when preferred stock is the subject of a distressed exchange offer, whereby some or all of the issue is either repurchased for an amount of cash or replaced by other instruments having a total value that is less than par.  
  D           An obligation rated 'D' is in payment default. The 'D' rating category is used when payments on an obligation are not made on the date due, unless Standard & Poor's believes that such payments will be made within five business days, irrespective of any grace period. The 'D' rating also will be used upon the filing of a bankruptcy petition or the taking of similar action if payments on an obligation are jeopardized. An obligation's rating is lowered to 'D' upon completion of a distressed exchange offer, whereby some or all of the issue is either repurchased for an amount of cash or replaced by other instruments having a total value that is less than par.  
  NR           This indicates that no rating has been requested, that there is insufficient information on which to base a rating, or that Standard & Poor's does not rate a particular obligation as a matter of policy.  
  Note           The ratings from 'AA' to 'CCC' may be modified by the addition of a plus (+) or minus (-) sign to show relative standing within the major rating categories.  

3. Fitch Ratings

                 
  AAA           Highest credit quality. 'AAA' ratings denote the lowest expectation of credit risk. They are assigned only in case of exceptionally strong capacity for payment of financial commitments. This capacity is highly unlikely to be adversely affected by foreseeable events.  

A-2


                 
  AA           Very high credit quality. 'AA' ratings denote expectations of very low credit risk. They indicate very strong capacity for payment of financial commitments. This capacity is not significantly vulnerable to foreseeable events.  
  A           High credit quality. 'A' ratings denote expectations of low credit risk. The capacity for payment of financial commitments is considered strong. This capacity may, nevertheless, be more vulnerable to adverse business or economic conditions than is the case for higher ratings.  
  BBB           Good credit quality. 'BBB' ratings indicate that expectations of credit risk are currently low. The capacity for payment of financial commitments is considered adequate but adverse business or economic conditions are more likely to impair this capacity.  
  BB           Speculative. 'BB' ratings indicate an elevated vulnerability to credit risk, particularly in the event of adverse changes in business or economic conditions over time; however, business or financial alternatives may be available to allow financial commitments to be met.  
  B           Highly speculative. 'B' ratings indicate that material credit risk is present.  
  CCC           Substantial credit risk. 'CCC' ratings indicate that substantial credit risk is present.  
  CC           Very high levels of credit risk. 'CC' ratings indicate very high levels of credit risk.  
  C           Exceptionally high levels of credit risk. 'C' indicates exceptionally high levels of credit risk.  
  Note           The modifiers "+" or "-" may be appended to a rating to denote relative status within major rating categories. Such suffixes are not added to the 'AAA' obligation rating category, or to corporate finance obligation ratings in the categories below 'CCC'.  

B. SHORT TERM RATINGS

1. Moody's Investors Service

                 
  P-1           Issuers (or supporting institutions) rated Prime-1 have a superior ability to repay short-term debt obligations.  
  P-2           Issuers (or supporting institutions) rated Prime-2 have a strong ability to repay short-term debt obligations.  
  P-3           Issuers (or supporting institutions) rated Prime-3 have an acceptable ability to repay short-term obligations.  
  NP           Issuers (or supporting institutions) rated Not Prime do not fall within any of the Prime rating categories.  

2. Standard & Poor's

                 
  A-1           A short-term obligation rated 'A-1' is rated in the highest category by Standard & Poor's. The obligor's capacity to meet its financial commitment on the obligation is strong. Within this category, certain obligations are designated with a plus sign (+). This indicates that the obligor's capacity to meet its financial commitment on these obligations is extremely strong.  
  A-2           A short-term obligation rated 'A-2' is somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than obligations in higher rating categories. However, the obligor's capacity to meet its financial commitment on the obligation is satisfactory.  

A-3


                 
  A-3           A short-term obligation rated 'A-3' exhibits adequate protection parameters. However, adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity of the obligor to meet its financial commitment on the obligation.  
  B           A short-term obligation rated 'B' is regarded as vulnerable and has significant speculative characteristics. The obligor currently has the capacity to meet its financial commitments; however, it faces major ongoing uncertainties which could lead to the obligor's inadequate capacity to meet its financial commitments.  
  C           A short-term obligation rated 'C' is currently vulnerable to nonpayment and is dependent upon favorable business, financial, and economic conditions for the obligor to meet its financial commitment on the obligation.  
  D           A short-term obligation rated 'D' is in payment default. The 'D' rating category is used when payments on an obligation are not made on the date due, unless Standard & Poor's believes that such payments will be made within a stated grace period. However, any stated grace period longer than five business days will be treated as five business days. The 'D' rating also will be used upon the filing of a bankruptcy petition or the taking of a similar action if payments on an obligation are jeopardized.  

3. Fitch Ratings

                 
  F1           Highest short-term credit quality. Indicates the strongest intrinsic capacity for timely payment of financial commitments; may have an added "+" to denote any exceptionally strong credit feature.  
  F2           Good short-term credit quality. Good intrinsic capacity for timely payment of financial commitments.  
  F3           Fair short-term credit quality. The intrinsic capacity for timely payment of financial commitments is adequate.  
  B           Speculative short-term credit quality. Minimal capacity for timely payment of financial commitments, plus heightened vulnerability to near term adverse changes in financial and economic conditions.  
  C           High short-term default risk. Default is a real possibility.  
  RD           Restricted default. Indicates an entity that has defaulted on one or more of its financial commitments, although it continues to meet other financial obligations. Applicable to entity ratings only.  
  D           Default. Indicates a broad-based default event for an entity, or the default of a short-term obligation.  

A-4


APPENDIX B - MISCELLANEOUS TABLES


Table 1 - Investment Advisory Fees

The following table shows the dollar amount of fees accrued with respect to the Fund, the amount of fees waived and/or expenses reimbursed by the Adviser, if any, and the actual fees retained by the Adviser. The data is for the last three fiscal years.

                       
  Year Ended     Advisory Fee
Paid
   

Institutional Class

Shares Expenses
Reimbursed

    Advisory Fees
Received
 
  Year Ended December 31, 2015     $16,978,413     $467,167     $16,511,246  
  Year Ended December 31, 2014     $17,642,384     $317,621     $17,324,763  
  Year Ended December 31, 2013     $13,531,955     $4,056     $13,527,899  

Table 2 - Compliance Fees

The following table shows the dollar amount of fees paid to FFOS and its affiliates for Compliance Services rendered to the Fund, the amount of fees waived by FFOS and its affiliates, if any, and the actual fees received by FFOS and its affiliates for the last three fiscal years.

                       
  Year Ended     Compliance Fee
Paid
    Compliance Fee
Waived
    Compliance Fee
Received
 
  Year Ended December 31, 2015     $140,804     $0     $140,804  
  Year Ended December 31, 2014     $168,933     $0     $168,933  
  Year Ended December 31, 2013     $132,564     $0     $132,564  

Table 3 - PFO/Treasurer Services

The following table shows the dollar amount of fees paid to FMS and its affiliates for PFO/treasurer services rendered to the Fund, the amount of fees waived by FMS and its affiliates, if any, and the actual fees received by FMS and its affiliates for the last three fiscal years.

                       
  Year Ended     PFO/Treasurer
Fee Paid
    PFO/Treasurer
Fee Waived
    PFO/Treasurer
Fee Received
 
  Year Ended December 31, 2015     $30,000     $0     $30,000  
  Year Ended December 31, 2014     $30,000     $0     $30,000  
  Year Ended December 31, 2013     $25,000     $0     $25,000  

Table 4 - Administration Fees

The following shows the dollar amount of fees accrued with respect to the Fund, the amount of fees waived by Citi, the Fund's prior administrator, if any, and the actual fees retained by Citi. The data is for the last three fiscal years.

                       
  Year Ended    

Administration

Fees Accrued

    Administration Fees
Waived
    Administration Fees
Retained
 
  Year Ended December 31, 2015     $539,297     $0     $539,297  
  Year Ended December 31, 2014     $587,929     $0     $587,929  
  Year Ended December 31, 2013     $505,669     $0     $505,669  

B-1


Table 5 - Commissions

The following table shows the aggregate brokerage commissions of the Fund. The data is for the last three fiscal years.

           
  Year Ended     Aggregate Brokerage Commissions ($) Paid  
  Year Ended December 31, 2015     $1,138,676  
  Year Ended December 31, 2014     $1,412,549  
  Year Ended December 31, 2013     $1,172,502  

Table 6 - Securities of Regular Brokers or Dealers

The following table lists the Fund's regular brokers and dealers whose securities (or the securities of the parent company) were acquired during the past fiscal year and the aggregate value of the Fund's holdings of those securities as of the most recent fiscal year ended December 31, 2015.

           
  Regular Broker or Dealer     Value of Securities Held  
  Bank of America     $57,936,000  
  Citigroup Global Markets     $61,210,000  

Table 7 - 5% Shareholders

The following table lists, as of April 5, 2016, the persons who owned of record 5% or more of the outstanding shares of the applicable class.

B-2


           
  INVESTOR CLASS     % of Class  
  CHARLES SCHWAB & CO INC MUTUAL FD
SPL CSTDY A-C FOR EXCL BNFT CUST
101 MONTGOMERY STREET
SAN FRANCISCO, CA 94104
    38.04% (of record)  
  NATIONAL FINANCIAL SERVICES LLC CUST
FBO OF OUR CUSTOMERS
NEWPORT OFFICE CENTER III, 5TH FLOOR
499 WASHINGTON BOULEVARD
JERSEY CITY, NJ 07310
    36.36% (of record)  

           
  INSTITUTIONAL CLASS     % of Class  
 

NATIONAL FINANCIAL SERVICES LLC
FOR THE EXCLUSIVE BENEFIT OF OUR CUSTOMERS
ATTN MUTUAL FUNDS DEPARTMENT 4TH FLOOR

499 WASHINGTON BLVD
JERSEY CITY, NJ 07310

    35.83% (of record)  
  CHARLES SCHWAB & CO INC MUTUAL FD
SPL CSTDY A-C FOR EXCL BNFT CUST
101 MONTGOMERY STREET
SAN FRANCISCO, CA 94104
    13.35% (of record)  
  T ROWE PRICE RETIREMENT PLAN SERVICE INC
FBO RETIREMENT PLAN CLIENTS
4515 PAINTERS MILL ROAD
OWINGS MILLS, MD 21117
    8.80% (of record)  
  SOUND SHORE MANAGEMENT INC
PROFIT SHARING PLAN OF EMPLOYEES
8 SOUND SHORE DRIVE SUITE 180
GREENWICH, CT 06830
    7.56% (of record)  

B-3


APPENDIX C - PROXY VOTING POLICY


It is the policy of Sound Shore Management, Inc. to vote all proxies over which it has voting authority in the best economic interest of its clients. Our Co-Chairman reviews the proxy issues and where appropriate, reviews these issues with the analysts responsible for the holdings and with the other Co-Chairman. The portfolio administrator is responsible for monitoring the proxy votes to insure they are made in a timely manner.

Proxy statements, records of votes cast, and supporting material on each security are kept on premise for two years and off-site storage for an additional three years, except in cases where a third party is retained to retain proxy statements and voting records as permitted by rules adopted by the Securities and Exchange Commission applicable to Sound Shore Management, Inc., as a registered investment adviser. While we will not subordinate the economic interest of the client to any other entity or interested party, the issues are often complex and we will, from time to time, study the guidance from outside agencies. In the case of a possible conflict of interest, such as voting the shares of a client, we will follow the recommendations of an independent agency, or ask our clients to direct us as to how they wish the shares to be voted. We currently use Institutional Shareholder Services to analyze proxy issues. The following guidelines generally will be used:

When determining whether to invest in a particular company, one of the key factors we consider is the ability and integrity of its management. As a result, we believe that recommendations of management on any issue, particularly routine issues, should be given substantial weight in determining how proxies should be voted. Thus on most issues, our votes are cast in accordance with the company's recommendations. When we believe management's recommendation is not in the best interests of our clients, we will vote against management's recommendation.

There may be instances where we are aware of a potential conflict, such as where we are voting the proxy of a corporate client whose shares are held by other clients. In these cases, we will vote the "conflicted" proxy according to the recommendations of an independent third party proxy firm, such as Institutional Shareholder Services, Inc.

We have listed the following, specific examples of voting decisions for the types of proposals that are frequently presented. We generally vote according to these guidelines. We may, on occasion, vote otherwise when we believe it to be in the best interest of our clients:

Election of Directors — We believe that good governance starts with an independent board, unfettered by significant ties to management, in which all members are elected annually. In addition, key board committees should be entirely independent.

We support the election of directors that result in a board made up of a majority of independent directors who do not appear to have been remiss in the performance of their oversight responsibilities.

We will withhold votes for non-independent directors who serve on the audit, compensation or nominating committees of the board.

We consider withholding votes for directors who missed more than one-fourth of the scheduled board meetings without good reason in the previous year.

We generally oppose the establishment of classified boards of directors and will support proposals that directors stand for election annually.

We generally oppose limits to the tenure of directors or requirements that candidates for directorships own large amounts of stock before being eligible for election.

Compensation — We believe that appropriately designed equity-based compensation plans can be an effective way to align the interests of long-term shareholders and the interests of management, employees, and directors. We are opposed to plans that substantially dilute shareholder interest in the company, provide participants with excessive awards, or have inherently objectionable structural features without offsetting advantages to the company's shareholders.

We evaluate proposals related to compensation on a case-by-case basis.

C-1


We generally support stock option plans that are incentive based and not excessive. Issuance of options in excess of 1% per year of outstanding shares will generally be voted down.

We generally oppose the ability to re-price options without compensating factors when the underlying stock has fallen in value.

We support measures intended to increase the long-term stock ownership by executives including requiring stock acquired through option exercise to be held for a substantial period of time.

We generally support stock purchase plans to increase company stock ownership by employees, provided that shares purchased under the plan are acquired for not less than 85% of their market value.

We generally oppose change-in-control provisions in non-salary compensation plans, employment contracts, and severance agreements which benefit management and would be costly to shareholders if triggered.

Corporate Structure and Shareholder Rights — We generally oppose anti-takeover measures and other proposals designed to limit the ability of shareholders to act on possible transactions. We support proposals when management can demonstrate that there are sound financial or business reasons behind them.

We will evaluate proposals to remove or add super-majority voting requirements on a case-by-case basis.

We will evaluate proposals regarding shareholders' rights plans ("poison pills") on a case-by-case basis considering issues such as the term of the arrangement and the level of review by independent directors.

We will review proposals for changes in corporate structure such as changes in the state of incorporation or mergers individually. We generally oppose proposals where management does not offer an appropriate rationale.

We generally support share repurchase programs.

We generally support the updating of or corrective amendments to corporate charters and by-laws.

We generally oppose the elimination of the rights of shareholders to call special meetings.

Approval of Independent Auditors — We believe that the relationship between the company and its auditors should be limited primarily to the audit engagement and closely related activities that do not, in the aggregate, raise the appearance of impaired independence.

We generally support management's proposals regarding the approval of independent auditors.

We evaluate on a case-by-case basis instances in which the audit firm appears to have a substantial non-audit relationship with the company or companies affiliated with it.

Social and Corporate Responsibility Issues — We believe that ordinary business matters are primarily the responsibility of management and should be approved solely by the corporation's board of directors. Proposals in this category, initiated primarily by shareholders, typically request that the company disclose or amend certain business practices. We will review these issues and will consider supporting proposals that we believe will enhance the long-term value of the corporation.

C-2


PART C
OTHER INFORMATION

                                                     
  ITEM 28.     EXHIBITS  
        (a)     (1)     Articles of Incorporation of Registrant dated February 15, 1985 (Exhibit incorporated by reference as filed as Exhibit (b)(1) in Post-Effective Amendment No. 16 via EDGAR on May 1, 1996, accession number 0000912057-96-07773).  
        (a)     (2)     Articles of Amendment (Exhibit incorporated by reference as filed as Exhibit (a)(2) in Post-Effective Amendment No. 36 via EDGAR on April 28, 2011, accession number 0001193125-11-114765).  
        (a)     (3)     Articles of Amendment dated October 23, 2013 (Exhibit incorporated by reference as Exhibit (a)(3) filed in Post-Effective Amendment No. 43 via EDGAR on December 9, 2013, accession number 0001193125-12-466272).  
        (a)     (4)     Articles Supplementary dated October 23, 2013 (Exhibit incorporated by reference as Exhibit (a)(4) filed in Post-Effective Amendment No. 43 via EDGAR on December 9, 2013, accession number 0001193125-12-466272).                          
        (b)           By-Laws of Registrant (Exhibit incorporated by reference as filed as Exhibit (b) in Post Effective Amendment No.35 via EDGAR on April 20, 2010, accession number 0001193125-10-087792).                          
        (c)           See the following Articles and Sections of the Articles of Incorporation filed as Exhibit (a): Article FIFTH, Sections (3), (4) and (5); Article SEVENTH, Sections (b), (c) and (d); Article NINTH, Sections (a), (b), (c) and (f) and Article TENTH.                          
        (d)           Investment Advisory Agreement between Registrant and Sound Shore Management, Inc. dated May 3, 1985 and restated March 14, 1995 (Exhibit incorporated by reference as filed as Exhibit (b)(5) in Post-Effective Amendment No. 16 via EDGAR on May 1, 1996, accession number 0000912057-96-007773).                          
        (e)     (1)     Distribution Agreement between Registrant and Foreside Fund Services, LLC dated March 31, 2009 (Exhibit incorporated by reference as filed as Exhibit (e)(1) in Post Effective Amendment No. 32 via EDGAR on April 30, 2009, accession number 0001193125-09-094115).                          
        (e)    

(2)
 

(3)

   

Form-of Dealer Agreement (Exhibit incorporated by reference as filed as Exhibit (e)(2) in Post Effective Amendment No. 32 via EDGAR on April 30, 2009, accession number 0001193125-09-094115)

First Amendment to the Distribution Agreement between Registrant and Foreside Fund Services, LLC dated March 31, 2009, entered into as of May 1, 2016 - filed herewith as Exhibit (e)(3).

                         
        (f)           Not Applicable.                          
        (g)    

(1)
 


(2)

   

Global Custodial Services Agreement between Registrant and Citibank, N.A. dated as of January 31, 2004 (Exhibit incorporated by reference as filed as Exhibit (g) in Post-Effective Amendment No. 26 via EDGAR on April 29, 2004, accession number 0001275125-04-000112).

Global Custody Agreement between the Registrant and MUFG Union Bank, N.A.dated as of December 17, 2015 - filed herewith as Exhibit (g)(2).

                         
        (h)     (1)     Transfer Agency Agreement between Registrant and Citi Fund Services Ohio, Inc. effective as of January 29, 2009, (Exhibit incorporated by reference as filed as Exhibit (h)(1) in Post Effective Amendment No. 32 via EDGAR on April 30, 2009, accession number 0001193125-09-094115).                          
              (2)     Amended Appendix A to Transfer Agency Agreement between Registrant and Citi Fund Services Ohio, Inc. (Exhibit incorporated by reference as filed as Exhibit (h)(2) in Post-Effective Amendment No. 36 via EDGAR on April 28, 2011, accession number 0001193125-11-114765).                          
              (3)(i)     Amendment to Transfer Agency Agreement between Registrant and Citi Fund Services Ohio, Inc. (Exhibit incorporated by reference as filed as Exhibit (h)(3) in Post-Effective Amendment No. 38 via EDGAR on April 27, 2012, accession number 0001193125-12-190431).                          
              (3)(ii)     Amendment to Transfer Agency Agreement between Registrant and Citi Fund Sercices Ohio, Inc. (Exhibit incorporated by reference as filed as Exhibit (h)(3)(ii) in Post Effective Amendment No. 45 via EDGAR on April 25, 2014, accession number 0001193125-14-159082).                          


                                                     
              (3)(iii)     Assignment to SunGard Investor Services LLC. of Transfer Agency Agreement between Registrant and Citi Fund Services Ohio, Inc. (Exhibit incorporated by reference as filed as Exhibit (h)(3)(iii) in Post-Effective Amendment No. 47 via EDGAR on April 28, 2015, accession number 0001193125-15-153017).                          
              (4)(i)     Fund Accounting Agreement between Registrant and Citi Fund Services Ohio, Inc. effective as of January 29, 2009(Exhibit incorporated by reference as filed as Exhibit (h)(2) in Post Effective Amendment No. 32 via EDGAR on April 30, 2009, accession number 0001193125-09-094115).                          
              (4)(ii)     Amendment to Fund Accounting Agreement between Registrant and Citi Fund Services Ohio, Inc. (Exhibit incorporated by reference as filed as Exhibit (h)(4)(ii) in Post Effective Amendment No. 45 via EDGAR on April 25, 2014, accession number 0001193125-14-159082).                          
              (5)(i)     Administration Agreement between Registrant and Citi Fund Services Ohio, Inc. effective as of January 29, 2009, (Exhibit incorporated by reference as filed as Exhibit (h)(3) in Post Effective Amendment No. 32 via EDGAR on April 30, 2009, accession number 0001193125-09-094115).                          
              (5)(ii)     Amendment to Administration Agreement between Registrant and Citi Fund Services Ohio, Inc. (Exhibit incorporated by reference as filed as Exhibit (h)(5)(ii) in Post Effective Amendment No. 45 via EDGAR on April 25, 2014, accession number 0001193125-14-159082).                          
             

(6)(i)

(6)(ii)

   

Amended and Restated Compliance Services Agreement between Registrant and Forum Fund Services, LLC dated January 31, 2008. (Exhibit incorporated by reference as filed as Exhibit (h)(8)in Post-Effective Amendment No. 31 via EDGAR on April 29, 2008, accession number 0001193125-08-094769).

Amendment to Compliance Services Agreement between the Registrant and Foreside Fund Officer Services (f/k/a Foreside Compliance Services, LLC) - filed herewith as Exhibit(h)(6)(ii).

                         
             

(7)(i)

(7)(ii)

   

PFO/Treasurer Services Agreement between Registrant and Foreside Management Services, LLC dated as of January 31, 2008 (Exhibit incorporated by reference as filed as Exhibit (h)(9) in Post-Effective Amendment No. 31 via EDGAR on April 29, 2008, accession number 0001193125-08-094769).

Amendment to PFO/Treasurer Services Agreement between Registrant and Foreside Management Services, LLC - filed herewith as Exhibit (h)(7)(ii)

                         
              (8)     Expense Limitation Agreement between Registrant, on behalf of its Institutional Class shareholders, and Sound Shore Management, Inc. (Exhibit incorporated by reference as filed as Exhibit (h)(8) in Post-Effective Amendment No. 43 via EDGAR on December 9, 2013, accession number 0001193125-12-466272).                          
             

(9)

 
 
(10)

   

Expense Limitation Agreement between Registrant, on behalf of its Institutional Class shareholders, and Sound Shore Management, Inc., (Exhibit incorporated by reference as filed as Exhibit (h)(9) in Post-Effective Amendment No. 47 via EDGAR on April 28, 2015, accession number 0001193125-15-153017).

Services Agreement between the Registrant, Atlantic Fund Administration, LLC and Atlantic Shareholder Services, LLC dated December 10, 2015 - filed herewith as Exhibit (h)(10).

                         
        (i)           Opinion and Consent of Dechert LLP - filed herewith as Exhibit (i).                          
        (j)     (1)      Opinion of Messrs. Venable, Baetjer and Howard dated April 29, 1985 (Exhibit incorporated by reference as filed as Exhibit (11)(a) in Post-Effective Amendment No. 19 via EDGAR on April 30, 1998, accession number 0001004402-98-000268).                          
             

(2)

(3)

   

Independent Auditors' Consent - filed herewith as Exhibit (j)(2)

Independent Auditors' Consent - filed herewith as Exhibit (j)(3).

                         
        (k)           None.                          
        (l)           Investment representation letter of Employees' Profit Sharing Plan of McConnell & Miller, Inc. as initial purchaser of shares of stock of Registrant dated April 22, 1985 (Exhibit incorporated by reference as filed as Exhibit (13) in Post-Effective Amendment No. 19 via EDGAR on April 30, 1998, accession number 0001004402-98-00268).                          
        (m)           Distribution Plan Pursuant to Rule 12b-1 Under the Investment Company Act of 1940 adopted by Registrant (Exhibit incorporated by reference as filed as Exhibit (15) in Post-Effective Amendment No. 19 via EDGAR on April 30, 1998, accession number 0001004402-98-000268).                          


                                                     
        (n)           Multiple Class Plan pursuant to Rule 18f-3 (Exhibit incorporated by reference as filed as Exhibit (n) in Post Effective Amendment No. 42 via EDGAR on October 10, 2013, accession number 0001193125-12-190431).                          
        (p)     (1)     Code of Ethics adopted by Registrant (Exhibit incorporated by reference as filed as Exhibit (p)(1) in Post-Effective Amendment No. 38 via EDGAR on April 27, 2012, accession number 0001193125-12-190431).                          
              (2)     Code of Ethics as amended, adopted by Sound Shore Management, Inc. (Exhibit incorporated by reference as filed as Exhibit (p)(2) in Post-Effective Amendment No. 38 via EDGAR on April 27, 2012, accession number 0001193125-12-190431).                          
              (3)     Foreside Financial Group, LLC (parent company of Foreside Fund Services, LLC) Code of Ethics, dated May 1, 2009 (Exhibit incorporated by reference as filed as Exhibit (p)(3) in Post Effective Amendment No. 32 via EDGAR on April 30, 2009, accession number 0001193125-09-094115).                          
              (4)     Citi Fund Services Ohio Inc. Code of Ethics, effective January 1, 2015 (Exhibit incorporated by reference as filed as Exhibit (h)(3)(iii) in Post-Effective Amendment No. 47 via EDGAR on April 28, 2015, accession number 0001193125-15-153017).                          

Other Exhibits:

           
        Powers of Attorney of T. Gibbs Kane, Jr., Harry Burn, III, Harry W. Clark, H. Williamson Ghriskey and David Blair Kelso (Exhibit filed herewith).  

ITEM 29. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT

None.

           
  ITEM 30.     INDEMNIFICATION  

 

The Registrant's Articles of Incorporation and Maryland law provide for indemnification by the Registrant of officers and directors under certain circumstances. In accordance with Section 2-418 of the General Corporation Law of the State of Maryland, Article EIGHTH of the Registrant's Articles of Incorporation provides as follows:

"EIGHTH: To the maximum extent permitted by the General Corporation Law of the State of Maryland as from time to time amended, the Corporation shall indemnify its currently acting and its former directors and officers and those persons who, at the request of the Corporation, serve or have served another corporation, partnership, joint venture, trust or other enterprise in one or more of such capacities."

Paragraph 4 of the Investment Advisory Agreement between the Registrant and Sound Shore Management, Inc. ("Sound Shore Management") provides generally that Sound Shore Management will not be liable for any mistake of judgment or for any other cause but shall not be protected against any liability due to willful misfeasance, bad faith or gross negligence in the performance of or reckless disregard of the adviser's duties.

 

Section 2(f) of the Distribution Agreement between the Registrant and Foreside provides generally that the Registrant will indemnify, defend and hold harmless from and against any and all claims, demands, liabilities and expenses which Foreside may incur arising out of or based upon any alleged untrue statement of a material fact contained in the Registrant's Registration Statement or Prospectus or arising out of or based upon any alleged omission to state a material fact, provided that Foreside will not be protected against any liability to the Registrant or its security holders to which Foreside would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of or reckless disregard of the Foreside's duties.

The foregoing references are qualified in their entirety by the Registrant's Articles of Incorporation and the respective agreements.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 (the "Securities Act") may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.


           
  ITEM 31.     BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER  

The description of Sound Shore Management, Inc. (the "Adviser"), 8 Sound Shore Drive, Greenwich, Connecticut 06830 under the captions "Investment Adviser" in the Prospectus and "Management " in the Statement of Additional Information constituting Parts A and B respectively, of this Registration Statement are incorporated herein by reference.

           
  ITEM 32(a)     Foreside Fund Services, LLC (the "Distributor") serves as principal underwriter for the following investment companies registered under the Investment Company Act of 1940, as amended:  

                       
  1.       ABS Long/Short Strategies Fund     37.       Ironwood Multi-Strategy Fund LLC  
  2.       Absolute Shares Trust     38.       John Hancock Exchange-Traded Fund Trust  
  3.       AdvisorShares Trust     39.       Little Harbor Multistrategy Composite Fund  
  4.       American Beacon Funds     40.       Lyons Funds  
  5.       American Beacon Select Funds     41.       Manor Investment Funds  
  6.       Archstone Alternative Solutions Fund     42.       Miller/Howard Funds Trust  
  7.       Ark ETF Trust     43.       Montage Managers Trust  
  8.       Avenue Mutual Funds Trust     44.       Palmer Square Opportunistic Income Fund  
  9.       BP Capital TwinLine Energy Fund, Series of Professionally Managed Portfolios     45.       PENN Capital Funds Trust  
  10.       BP Capital TwinLine MLP Fund, Series of Professionally Managed Portfolios     46.       Performance Trust Mutual Funds, Series of Trust for Professional Managers  
  11.       Braddock Multi-Strategy Income Fund, Series of Investment Managers Series Trust     47.       Pine Grove Alternative Fund  
  12.       Bridgeway Funds, Inc.     48.       Pine Grove Alternative Institutional Fund  
  13.       Burnham Investors Trust     49.       Plan Investment Fund, Inc.  
  14.       Calamos ETF Trust     50.       PMC Funds, Series of Trust for Professional Managers  
  15.       Capital Innovations Global Agri, Timber, Infrastructure Fund, Series of Investment Managers Series Trust     51.       Quaker Investment Trust  
  16.       Center Coast MLP Focus Fund, Series of Investment Managers Series Trust     52.       Ramius Archview Credit and Distressed Feeder Fund  
  17.       Context Capital Funds     53.       Ramius Archview Credit and Distressed Fund  
  18.       CornerCap Group of Funds     54.       Recon Capital Series Trust  
  19.       Corsair Opportunity Fund     55.       Renaissance Capital Greenwich Funds  
  20.       Direxion Shares ETF Trust     56.       Robinson Opportunistic Income Fund, Series of Investment Managers Series Trust  
  21.       Eaton Vance NextShares Trust     57.       Robinson Tax Advantaged Income Fund, Series of Investment Managers Series Trust  
  22.       Eaton Vance NextShares Trust II     58.       Salient MF Trust  
  23.       Evanston Alternative Opportunities Fund     59.       SharesPost 100 Fund  
  24.       Exchange Listed Funds Trust     60.       Sound Shore Fund, Inc.  
  25.       FEG Absolute Access Fund I LLC     61.       Steben Alternative Investment Funds  
  26.       FlexShares Trust     62.       Steben Select Multi-Strategy Fund  
  27.       Forum Funds     63.       The 504 Fund  
  28.       Forum Funds II     64.       The Community Development Fund  
  29.       FQF Trust     65.       The Roxbury Funds  
  30.       FSI Low Beta Absolute Return Fund     66.       TIFF Investment Program  
  31.       Gottex Trust     67.       TrimTabs ETF Trust  
  32.       Henderson Global Funds     68.       Turner Funds  
  33.       Horizon Spin-off and Corporate Restructuring Fund, Series of Investment Managers Series Trust (f/k/a Liberty Street Horizon Fund)     69.       U.S. Global Investors Funds  
  34.       Horizons ETF Trust     70.       West Loop Realty Fund, Series of Investment Managers Series Trust (f/k/a Chilton Realty Income & Growth Fund)  
  35.       Infinity Core Alternative Fund     71.       Wintergreen Fund, Inc.  
  36.       Ironwood Institutional Multi-Strategy Fund LLC     72.       WisdomTree Trust  


                             
  ITEM 32(b)    

The following are the Officers and Manager of the Distributor, the Registrant's underwriter.

The Distributor's main business address is Three Canal Plaza, Suite 100, Portland, Maine 04101.

 
  Name     Address     Position with Underwriter     Position with Registrant  
  Richard J. Berthy     Three Canal Plaza, Suite 100, Portland, ME 04101     President, Treasurer and Manager     None  
  Mark A. Fairbanks     Three Canal Plaza, Suite 100, Portland, ME 04101     Vice President     None  
  Jennifer K. DiValerio     899 Cassatt Road, 400 Berwyn Park, Suite 110, Berwyn, PA 19312     Vice President     None  
  Nanette K. Chern     Three Canal Plaza, Suite 100, Portland, ME 04101     Vice President and Chief Compliance Officer     None  
  Jennifer E. Hoopes     Three Canal Plaza, Suite 100, Portland, ME 04101     Secretary     None  

           
  ITEM 32(c)     Not applicable.  

 

           
  ITEM 33.     LOCATION OF ACCOUNTS AND RECORDS  

Accounts and records required to be maintained by Section 31(a) of the Investment Company Act of 1940 and the Rules thereunder are maintained at the offices of Atlantic Fund Administration, LLC, Three Canal Plaza, Suite 600, Portland, Maine 04101 except that certain items are maintained at the following locations:

 

           
  (a)     MUFG Union Bank, N.A, 350 California Street, San Francisco, California 94104 (journals of receipts and disbursements of cash).  

 

           
  (b)     Sound Shore Management, Inc., 8 Sound Shore Drive, Greenwich, Connecticut 06830 (brokerage orders, portfolio purchases or sales, and quarterly records showing the basis for the allocation of orders).  

 

           
  (c)     Foreside Fund Services, LLC, 3 Canal Plaza, Suite 100, Portland, ME 04101 (records of the Distributor).  

           
  ITEM 34.     MANAGEMENT SERVICES  

Not Applicable.

 

           
  ITEM 35.     UNDERTAKINGS  

None.


SIGNATURES

 

Pursuant to the requirement of the Securities Act of 1933, as amended, and the Investment Company Act of 1940, as amended, the Registrant certifies that it has met all of the requirements for effectiveness of this registration statement under Rule 485(b) of the Securities Act of 1933 and that it has duly caused this amendment to its registration statement on Form N-1A to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Greenwich, and State of Connecticut on April 29, 2016.

           
  Sound Shore Fund, Inc.  
     
  /s/ T. Gibbs Kane, Jr.        
  T. Gibbs Kane Jr, as President  

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed below by the following persons in the capacities indicated on April 29, 2016.

                 
   (a)      Principal Executive Officer  
           
        /s/ T. Gibbs Kane, Jr .        
        T. Gibbs Kane, Jr.  
        Principal Executive Officer  

                 
   (b)      Principal Financial Officer  
           
        /s/ Charles S. Todd        
        Charles S. Todd  
        Principal Financial Officer  

           
   (c)     All of the Directors  
           
        T. Gibbs Kane, Jr. Director*  
        Harry Burn, III, Director*  
        Harry W. Clark, Director*  
        H. Williamson Ghriskey Jr., Director*  
        David Blair Kelso, Director*  

                 
  By:     /s/ Gino Malaspina        
        Gino Malaspina  
        As Attorney-in-fact  

* Pursuant to powers of attorney filed as Other Exhibits to this Post-Effective Amendment No. 49.


EXHIBIT INDEX

 

EXHIBIT DOCUMENT

                       
        (e)(3)           Amendment to Distribution Agreement between Registrant and Foreside Fund Services, LLC dated as of March 31, 2009, entered into as of May 1, 2016.  
        (g)(2)           Global Custody Agreement between the Registrant and MUFG Union Bank, N.A.dated as of December 17, 2015  
        (h)(6)(ii)           Amendment to Compliance Services Agreement between the Registrant and Foreside Fund Officer Services (f/k/a Foreside Compliance Services, LLC)  
        (h)(7)(ii)           Amendment to PFO/Treasurer Services Agreement between Registrant and Foreside Management Services, LLC  
        (h)(10)           Services Agreement between the Registrant, Atlantic Fund Administration, LLC and Atlantic Shareholder Services, LLC dated December 10, 2015  
        (i)           Opinion and consent of Dechert LLP.  
       

(j)(2)

(j)(3)

         

Independent Auditors' Consent

Independent Auditors' Consent

 
        Other Exhibits           Powers of Attorney of T. Gibbs Kane, Jr., Harry Burn, III, Harry W. Clark, H. Williamson Ghriskey and David Blair Kelso  


FIRST AMENDMENT
TO DISTRIBUTION AGREEMENT

This first amendment ("Amendment") to the Distribution Agreement dated as of March 31, 2009, as amended from time to time (the "Agreement"), by and between Sound Shore Fund, Inc. ("Sound Shore") and Foreside Fund Services, LLC ("Distributor") is entered into as of May 1, 2016 (the "Effective Date").

WHEREAS , Sound Shore and Distributor (the "Parties") wish to amend Section 2 of the Agreement to reflect the addition of three distribution services at 2(j), 2(k) and 2(l); and

WHEREAS , the Parties wish to amend Section 5 by removing 5(a); and

WHEREAS , Section 9(a) of the Agreement requires all amendments to be in writing and signed by the parties;

NOW, THEREFORE , in consideration of the terms, covenants and conditions contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree to amend the Agreement as follows:

1. Section 2 of the Agreement is hereby amended and restated as provided on Exhibit A attached hereto.

2. Section 5 is hereby amended and restated as follows:

"SECTION 5. COMPENSATION

Notwithstanding anything in this Agreement to the contrary, the Distributor and its affiliated persons may receive compensation or reimbursement from Sound Shore with respect to (i) the provision of distribution services on behalf of Sound Shore in accordance with any distribution plan adopted by Sound Shore pursuant to Rule I 2b- l under the Act, (ii) the provision of shareholder support or other services, (iii) the provision of management services or (iv) service as a director or officer of Sound Shore."

3. Except as amended hereby, all other terms and conditions of the Agreement shall remain in full force and effect and are hereby incorporated herein by reference.

IN WITNESS WHEREOF , the parties hereto have caused this Amendment to be executed in their names and on their behalf by and through their duly authorized officers, as of the day and year first above written.

           
  SOUND SHORE FUND, INC.     FORESIDE FUND SERVICES, LLC  
           
           
  By: /s/ T. Gibbs Kane, Jr.     By: /s/ Mark A. Fairbanks  
  T. Gibbs Kane, Jr., President     Mark A. Fairbanks, Vice President  


EXHIBIT A

SECTION 2. DISTRIBUTION SERVICES

Subject to the direction and control of Sound Shore's Board of Directors (the "Board"), the Distributor shall serve as distributor of the Shares.

(a) As agent of and sole distributor for Sound Shore, Distributor shall offer, and solicit offers to subscribe to, the unsold balance of Shares as shall then be effectively registered under the Securities Act and applicable state securities laws. All subscriptions for Shares obtained by Distributor shall be directed to Sound Shore for acceptance and shall not be binding on Sound Shore until accepted by it. Distributor shall have no authority to make binding subscriptions on behalf of Sound Shore. Sound Shore reserves the right to sell Shares directly to investors through subscriptions received by Sound Shore. Distributor's rights hereunder shall not apply to Shares issued in connection with (a) the merger or consolidation of Sound Shore or, if applicable, its separate series or classes with any other investment company or series or class thereof, (b) Sound Shore's acquisition by purchase or otherwise of all or substantially all of the assets or stock of any other investment company, or (c) the reinvestment in Shares by Sound Shore's shareholders of dividends or other distributions or any other offering by Sound Shore of securities to its shareholders.

(b) Distributor shall use its best efforts to obtain subscriptions to Shares upon the terms and conditions contained herein and in the Prospectus, including the offering price. Distributor shall send to Sound Shore promptly all subscriptions placed with Distributor. Sound Shore shall advise Distributor in its capacity as distributor of the approximate net asset value per Share at any time requested by Distributor which is a net asset value determination time as disclosed in the Prospectus and at such other times as it shall have been determined. Sound Shore shall furnish Distributor from time to time, for use in connection with the offering of Shares, such other information with respect to Sound Shore and Shares as Distributor may reasonably request. Sound Shore shall supply Distributor with such copies of the Prospectus as Distributor may request. Distributor may use its employees, agents and other persons who need not be its employees, at its cost and expense, to assist it in carrying out its obligations hereunder, but no such employee, agent or other person shall be deemed to be an agent of Sound Shore or have any rights under this Agreement.

(c) Sound Shore reserves the right to suspend the offering of Shares at any time, in the absolute discretion of the Board, and upon notice of such suspension Distributor shall cease to offer shares of Stock.

(d) Sound Shore and Distributor will cooperate with each other in taking such action as may be necessary to qualify Shares for sale under the securities laws of such states as Sound Shore may designate, provided, that Distributor shall not be required to register as a broker­dealer or file a consent to service of process in any such state. Sound Shore shall pay all fees and expenses of registering Shares under the Securities Act and of registering or qualifying Shares and Sound Shore's qualification under applicable state securities laws. Distributor shall pay all expenses relating to its broker-dealer qualification.

(e) Sound Shore represents that its Registration Statement and Prospectus under the Securities Act have been or will be, as the case may be, carefully prepared in conformity with the requirements of the Securities Act and the rules and regulations of the Securities and Exchange Commission (the "Commission") thereunder. Sound Shore represents and warrants that its Registration Statement and Prospectus contain or will contain all statements required to be stated therein in accordance with the Securities Act and the rules and regulations of the Commission thereunder, and that all statements of fact contained or to be contained therein are or will be true and correct at the time indicated or on the effective date as the case may be; that Sound Shore's Registration Statement and Prospectus, when they shall become effective or be authorized for use, will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading to a purchaser of Shares. Sound Shore will from time to time file such amendment or amendments to its Registration Statement and Prospectus as, in the light of future developments, shall, in the opinion of Sound Shore's counsel, be necessary in order to have such Registration Statement and Prospectus at all times contain all material facts required to be stated therein or necessary to make any statements therein not misleading to a purchaser of Shares, but, if Sound Shore shall not file such amendment or amendments within fifteen days after receipt of a written request from Distributor to do so, Distributor may, at its option, terminate this Agreement immediately. Sound Shore shall not file any amendment to its Registration Statement and Prospectus without giving Distributor reasonable notice thereof in advance; provided, however, that nothing in this Agreement contained shall in any way limit Sound Shore's right to file at any time such amendments to its Registration Statement and Prospectus, of whatever character, as it deem advisable, such right being in all respects absolute and unconditional. Sound Shore represents and warrants that any amendment to its Registration Statement and Prospectus hereafter filed will, when it becomes effective, contain all statements required to be stated therein in accordance with the Securities Act and the rules and regulations of the Commission thereunder, that all statements of fact contained therein will, when the same shall become effective,


be true and correct and that no such amendment, when it becomes effective, will include an untrue statement of a material fact or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading to a purchaser of Shares.

(f) Sound Shore will indemnify, defend and hold Distributor, its several officers and directors, and any person who controls Distributor within the meaning of Section 15 of the Securities Act (collectively, the "Distributor Indemnities"), free and harm less from and against any and all claims, demands, liabilities and expenses (including the cost of investigating or defending such claims, demands or liabilities and any counsel fees incurred in connection therewith) which any Distributor Indemnity may incur, under the Securities Act, or under common law or otherwise, arising out of or based upon any alleged untrue statement of a material fact contained in Sound Shore's Registration Statement and Prospectus under the Securities Act or arising out of or based upon any alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that in no event shall anything contained in this paragraph (f) be so construed as to protect Distributor against any liability to Sound Shore or its security holders to which Distributor would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of its duties, or by reason of its reckless disregard of its obligations and duties under this Section 2. This agreement to indemnify Distributor Indemnities is expressly conditioned upon Sound Shore being notified of any action brought against any Distributor Indemnity, such notification to be given by letter, facsimile transmission or telegram to Sound Shore and referring to the person against whom such action is brought within ten days after the summons or other first legal process shall have been served on such person. The failure so to notify Sound Shore of any such action shall not relieve Sound Shore from any liability which it may have to any Distributor Indemnity otherwise than on account of the indemnification provided for in this paragraph (f). Sound Shore will be entitled to assume the defense of any suit brought to enforce any such claim, and to retain counsel of good standing chosen by it and approved by Distributor. In the event Sound Shore elects to assume the defense of any such suit and retain counsel of good standing approved by Distributor, the defendants in such suit shall bear the fees and expenses of any additional counsel retained by any of them. In the event Sound Shore does not elect to assume the defense of any such suit, or in case Distributor does not approve of counsel chosen by Sound Shore or has been advised that it may have available defenses or claims which are not available to or conflict with those available to Sound Shore, Sound Shore will reimburse any Distributor Indemnity named as defendant in such suit for the fees and expenses of any counsel retained by any such person. The indemnification provisions contained in this paragraph (f) and Sound Shore's representations and warranties in this Agreement shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Distributor Indemnity and shall survive the sale of any Shares made pursuant to subscriptions obtained by Distributor. The indemnification provisions of this paragraph (f) will inure exclusively to the benefit of the Distributor Indemnities and their respective successors and assigns. Sound Shore agrees promptly to notify Distributor of the commencement of any litigation or proceeding against Sound Shore or any of its directors or officers in connection with the issue or sale of Shares.

(g) Distributor agrees to indemnify, defend and hold Sound Shore, its several officers and directors, and any person who controls Sound Shore within the meaning of Section 15 of the Securities Act (collectively, the "Sound Shore Indemnities"), free and harmless from and against any and all claims, demands, liabilities, and expenses (including the cost of investigating or defending such claims, demands or liabilities and any reasonable counsel fees incurred in connection therewith) which any Sound Shore Indemnity may incur under the Act, or under common law or otherwise, but only to the extent that such liability, or expense incurred by Sound Shore Indemnities resulting from such claims or demands shall arise out of or be based upon any alleged untrue statement of a material fact contained in information furnished in writing by Distributor in its capacity as distributor to Sound Shore for use in Sound Shore's Registration Statement or Prospectus under the Securities Act, or shall arise out of or be based upon any alleged omission to state a material fact in connection with such information required to be stated in the Registration Statement or Prospectus or necessary to make such information not misleading. Distributor's agreement to indemnify Sound Shore Indemnities is expressly conditioned upon Distributor being notified of any action brought against a Sound Shore Indemnity, such notification to be given by letter, facsimile transmission or telegram addressed and referring to the person against whom such action is brought within ten days after the summons or other first legal process shall have been served on such person. Distributor shall have a right to control the defense of such action, with counsel of its own choosing, satisfactory to Sound Shore, if such action is based solely upon such alleged misstatement or omission on Distributor's part, and in any other event Distributor and Sound Shore Indemnities named shall each have the right to participate in the defense or preparation of the defense of any such action. The failure so to notify Distributor of any such action shall not relieve Distributor from any liability which it may have to any Sound Shore Indemnity otherwise than on account of the indemnification provisions in this paragraph (g).

(h) Sound Shore shall advise Distributor immediately: (i) of any request by the Commission for amendments to Sound Shore's Registration Statement or Prospectus or for additional information; (ii) in the event of the issuance by the Commission of any stop order suspending the effectiveness of Sound Shore's Registration


Statement or Prospectus or the initiation of any proceedings for that purpose; (iii) of the happening of any material event which makes untrue any statement made in Sound Shore's Registration Statement or Prospectus or which requires the making of a change in either thereof in order to make the statements therein not misleading; and (iv) of all action of the Commission with respect to any amendments to Sound Shore's Registration Statement or Prospectus which may from time to time be filed with Commission under the Act or the Securities Act.

(i) At the request of Sound Shore, Distributor shall enter into Servicing Agent agreements with securities dealers for the purpose of facilitating the offer, sale and redemption of Shares by Shareholders; provided , that Sound Shore shall pre-approve the forms of agreements with Servicing Agents and shall have the right to approve any compensation, if any, set forth therein or any material changes from such pre-approved forms. Shares of each Fund or Class thereof shall be offered and resold by Servicing Agents only at the public offering prices and under the terms set forth in the Prospectus relating to the Shares. Within the United States, Distributor shall enter into Servicing Agent agreements only with members in good standing of the Financial Industry Regulatory Authority.

(j) The Distributor shall maintain membership with the NSCC and any other similar successor organization to sponsor a participant number for the Funds so as to enable the Shares to be traded through FundSERV. The Distributor shall not be responsible for any operational matters associated with FundSERV or Networking transactions.

(k) The Distributor agrees to review all proposed advertising materials and sales literature for compliance with applicable laws and regulations, and shall file with appropriate regulators those advertising materials and sales literature it believes are in compliance with such laws and regulations. The Distributor agrees to furnish to Sound Shore any comments provided by regulators with respect to such materials.

(l) The Distributor shall prepare reports for the Board regarding its activities under this Agreement as from time to time shall be reasonably requested by the Board.


UNIONBANK-LOGO.JPG

GLOBAL CUSTODY AGREEMENT

For Foreign and Domestic Securities

This Custodian Agreement ("Agreement") is made as of December 17, 2015 by and between SOUND SHORE FUND, INC. ("Principal"), MUFG UNION BANK, N.A. ("Custodian").

WHEREAS , the Custodian is a bank meeting the qualifications required by Section 17(f)(1) of the Act to act as custodian of the portfolio securities and other assets of investment companies; and

WHEREAS , Principal wishes to retain the Custodian to act as custodian of the portfolio securities and other assets, and the Custodian has indicated its willingness to so act;

NOW, THEREFORE , in consideration of the promises and mutual covenants herein contained, and intending to be legally bound hereby, the parties hereto agree as follows:

1. DEFINITIONS Certain terms used in this Agreement are defined as follows:

1.1. " Account" means, collectively, each account maintained by Custodian on behalf of Principal pursuant to Paragraph of this Agreement.

1.2. "Act " means the Investment Company Act of 1940, as amended, and the rules and regulations adopted by the U.S. Securities and Exchange Commission ("SEC") thereunder, including §270.17f-4, §270.17f-5 and §270.17f-7, all as may be amended from time to time.

1.3. "Board " means the Board of Trustees or the Board of Directors of Principal.

1.4. "Depository " means both any "securities depository" within the meaning of §270.17f-4 of the Act and any Eligible Securities Depository.

1.5. "Eligible Foreign Custodian " means an entity that is incorporated or organized under the laws of a country other than the United States and that is a Qualified Foreign Bank, as defined in §270.17f-5(a)(5) of the Act.

1.6. "Eligible Securities Depository ", ("Depository", or collectively "Depositories") means a system for the central handling of securities as defined in §270.17f-7(b)(1) of the Act.

1.7. "Emerging Market " means each market so identified in Appendix A attached hereto.

1.8. "Foreign Account " means an Account in which Foreign Currencies or Securities are held by the Custodian for the benefit of clients whether in comingled accounts or accounts designated for each beneficial owner as is required under the regulatory jurisdiction where the Foreign Account is established.

1.9. "Foreign Assets " has the meaning provided in §270.17f-5(a)(2) of the Act.

1.10. "Foreign Currency " ("Currencies") means any currency or any composite currency unit issued by a government or entity other than the United States Department of Treasury.

1.11. "Foreign Market " means each market so identified in Appendix A attached hereto.

1.12. "Sub-Custodian" me ans an entity, including an Eligible Foreign Custodian and Domestic Sub-Custodian, that the Custodian retains to hold Securities, including any U.S. Bank eligible to serve as a custodian under Section 17(f)(1)(A) of the Act, any Eligible Foreign Custodian retained directly by the Custodian, and any Eligible Foreign Custodian retained indirectly through any U.S. Bank eligible to serve as a custodian under Section 17(f)(1)(A) of the Act.

1.13. "Global Sub-Agent Network" ("Sub-Agent Network" or "Sub-Agents") means any Sub-Custodian located in the United States (the "Domestic Sub-Custodian"), and any sub-agents located in the countries and markets where Eligible Foreign -Custodians and Eligible Foreign Depositories are maintained by Custodian or any Sub-Custodian located in the United States which utilizes a Sub-Agent Network on behalf of Custodian.

1.14. "Governing Documents " means, with respect to each of the portfolios, (i) the declaration of trust or other constituting document of the Principal of which the portfolio is a series or portfolio, (ii) the currently effective prospectus under the Securities Act, (ii) the most recent statement of additional information, and (iii) a certified copy of resolutions of the Board approving the engagement of the Custodian to act as custodian of the Securities.

1.15. "Investment Manager " or " Manager " means an investment advisor or manager identified by Principal in a written notice to Custodian as having the authority to direct Custodian regarding the management, acquisition, or disposition of Securities.


1.16. "Monitoring System " means the policies and procedures established by Custodian to fulfill its duties to monitor the custody risks associated with maintaining Securities with a Sub-Custodian or Depository on a continuing basis, pursuant to this Agreement.

1.17. "Securities " means securities as defined in §2(a)(36) of the Act together with cash or any currency or other property of Principal and all income and proceeds of sale of such securities or other property of Principal that are held by Custodian in the Account.

1.18. " Securities Act " means the Securities Act of 1933, as amended.

2. APPOINTMENT

2.1. Principal hereby appoints the Custodian as the custodian of the Securities of each of its portfolios.

2.2. Principal has provided the Custodian with a copy of its Governing Documents, and will provide the Custodian with a copy of amendments, supplements and modifications thereof from time to time.

2.3. The Custodian hereby accepts appointment as custodian of the Securities of Principal and agrees to perform the duties of such custodian in accordance with the provisions of this Agreement.

3. REPRESENTATIONS AND ACKNOWLEDGEMENTS

3.1. Power to Enter Agreement. Principal represents that, with respect to the Account, Principal is authorized to enter into this Agreement and to retain Custodian on the terms and conditions and for the purposes described herein.

3.2. Foreign Custody Manager. The Custodian agrees to serve as Principal's "Foreign Custody Manager" as defined in Rule §270.17f-5(a)(3) of the Act, in respect of Principal's Foreign Assets held from time to time by the Custodian with any Sub-Custodian that is an Eligible Foreign Custodian or with any Eligible Securities Depository.

3.3. Custodian's Sub-Agent Network. Principal hereby acknowledges receiving appropriate notice of Custodian's selection of the use of those Eligible Foreign Custodians and Eligible Securities Depositories that are identified in Appendix A of this Agreement as amended from time to time.

4. ESTABLISHMENT OF ACCOUNT

Custodian shall open and maintain a separate Account or Accounts in the name of Principal and shall hold in such Account or Accounts, subject to the provisions hereof, all Securities received by it from or for the Account of the Principal. Custodian, in its sole discretion, may reasonably refuse to accept any property now or hereafter delivered to it for inclusion in the Account. Principal shall be notified promptly of such refusal and any such property shall be immediately returned to Principal. Custodian shall be under no duty to take any action hereunder on behalf of the Principal except as specifically set forth herein or as may be specifically agreed to by Custodian and the Principal in a written amendment hereto.

5. CUSTODY AND REGISTRATION

Custodian may (i) maintain possession of all or any portion of the Securities, including possession in a foreign branch or other office of Custodian; or (ii) retain, in accordance with this Paragraph and Paragraph of this Agreement, one or more Sub-Custodians to hold all or any portion of the Securities. Custodian and any Sub-Custodian may, in accordance with this Paragraph and Paragraph of this Agreement, deposit definitive or book-entry Securities with one or more Depositories.

5.1. Identification of Securities. Custodian shall ensure the Securities are at all times properly identified as being held for the appropriate Account. Custodian shall segregate physically the Securities from other securities owned by Custodian. Custodian shall not be required to segregate physically Securities held from other securities or property held by Custodian for third parties as custodian or other representative capacity, but Custodian shall maintain adequate records showing the true ownership of the Securities.

5.2. Use of Depositories and Sub-Custodians. Custodian may, in its discretion, deposit any Securities which, under applicable law, are eligible to be so deposited in a Depository or Sub-Custodian account. Securities and Foreign Currencies held by a Sub-Custodian or Depository will be held subject to the rules, terms and conditions of such securities markets or securities depositories. If Custodian deposits Securities with a Sub-Custodian or Depository, Custodian shall maintain adequate records showing the identity and location of the Sub-Custodian or Depository, the Securities held by the Sub-Custodian or Depository and each account to which such Securities belong. With respect to Securities that are held for Custodian or any Sub-Custodian at a Depository, as defined in §270.17f-4 of the Act, Custodian shall satisfy or cause the Sub-Custodian to satisfy the requirements of §270.17f-4 of the Act.


5.3. Use of Nominees. Custodian shall have the right to hold or cause to be held all Securities in the name of the Custodian, or for any Sub-Custodian or Depository, or in the name of a nominee of any of them as Custodian shall determine to be appropriate under the circumstances.

5.4. Foreign Currency Deposits. The Custodian may in accordance with customary practices hold any currency in which any cash is denominated on deposit, and effect transactions relating thereto, through an account with an affiliate of the Custodian, or Sub-Custodian or Depository in the country where such currency is the lawful currency or in other countries where such currency may be lawfully held on deposit.

5.5. Transferability and Convertibility of Currency. Custodian shall have no liability for any loss or damage arising from the applicability of any law or regulation now or hereafter in effect, or from the occurrence of any event, which may affect the transferability, convertibility, or availability of any currency in the countries where such Foreign Accounts are maintained and in no event shall Custodian be obligated to substitute another currency for a currency whose transferability, convertibility, or availability has been affected by such law, regulation or event. To the extent that any such law, regulation or event imposes a cost or charge upon Custodian in relation to the transferability, convertibility, or availability of any such currency, such cost or charge shall be for the Account.

5.6. Delivery of Securities. If Principal or Investment Manager directs Custodian in writing to deliver assets, certificates or other physical evidence of ownership of Securities to any broker or other party, other than a Sub-Custodian or Depository employed by Custodian for purposes of maintaining the Account, Custodian's sole responsibility shall be to exercise care and diligence in effecting the delivery as instructed by Principal or Manager. Upon completion of the delivery, Custodian shall be discharged completely of any further liability or responsibility with respect to the safekeeping and custody of Securities so delivered.

5.7. Transferability of Securities. Except as otherwise provided under this Agreement or as the parties may otherwise agree, Custodian shall ensure that (i) the Securities will not be subject to any right, charge, security interest, lien, or claim of any kind in favor of Custodian or any Sub-Custodian or any person claiming through any of them except for Custodian's expenses relating to the Securities' safe custody or administration or other services made available under contractual agreements to Account by Custodian, and in the case of cash deposits at an Eligible Foreign Custodian, liens or rights in favor of the creditors of the Eligible Foreign Custodian arising under bankruptcy, insolvency, or similar laws, and (ii) the beneficial ownership of the Securities will be freely transferable without the payment of money or value other than for safe custody or administration.

5.8. Access to Account Records. Principal or its designee, shall have access, upon reasonable prior notice to Custodian, during regular business hours to the books and records relating to the Accounts, or shall be given confirmation of the contents of the books and records, maintained by Custodian or any Sub-Custodian holding securities hereunder to verify the accuracy of such books and records. Custodian shall notify Principal promptly of any applicable law or regulation in any country where Securities are held that would restrict such access or confirmation.

6. SELECTION AND MONITORING OF GLOBAL SUB-AGENT NETWORK

Upon written notice to Principal, as provided in Subparagraph of this Agreement, Custodian may from time to time select one or more Domestic Sub-Custodians and Eligible Foreign Custodians and, subject to the provisions of Subparagraph, one or more Eligible Securities Depositories, to hold Securities hereunder.

6.1. Governing Sub-Agent Agreement . Any relationship Custodian establishes with an Eligible Foreign Custodian with respect to Securities shall be governed by a written contract providing for the reasonable care of Securities based on the standards specified in section §270.17(f)-5(c)(1) of the Act, and including the provisions set forth in sections §270.17(f)-5(c)(2)(i)(A) through (F) of the Act, or provisions which Custodian determines provide the same or greater protection of Principal's Securities.

6.2. Sub-Agent Network Selection.

6.2.1. Foreign Sub-Custodian. In selecting an Eligible Foreign Custodian on behalf of Custodian, the Domestic Sub-Custodian shall exercise reasonable care, prudence and diligence and shall consider whether the Securities will be subject to reasonable care, based on the standards applicable to custodians in the relevant market, including (i) the Eligible Foreign Custodian's practices, procedures, and internal controls, including, but not limited to, the physical protections available for certificated securities (if applicable), the method of keeping custodial records, and the security and data protection practices; (ii) the Eligible Foreign Custodian's financial strength, general reputation and standing in the country in which it is located, its ability to provide efficiently the custodial services required, and the relative cost of such services; and, (iii) whether the Eligible Foreign Custodian has branch offices in the United States, or consents to service of process in the United States, in order to facilitate jurisdiction over and enforcement of judgments against it.


6.2.2. Securities Depository. In selected an Eligible Securities Depository, Custodian shall exercise reasonable care, prudence, and diligence in evaluating the custody risks associated with maintaining Securiries with the Eligible Securities Depository under Custodian's custody arrangements with any relevant Eligible Foreign Custodian and the Eligible Securities Depository.

6.3. Notices to Principal. Custodian shall give written notice to Principal of the deposit of Securities with an Eligible Foreign Custodian or, directly or through an Eligible Foreign Custodian, with an Eligible Securities Depository. The notice shall identify the Eligible Foreign Custodian or Eligible Securities Depository and shall include reasonably available information relied on by Custodian in making the selection.

6.4. Monitoring of Sub-Agent Network. Custodian shall monitor under its Monitoring System the appropriateness of the continued custody or maintenance of Principal's Securities with each Domestic Sub-Custodian and their Global Network of Eligible Foreign Custodians or Eligible Securities Depositories.

6.4.1. Custodian shall evaluate and determine at least annually the continued eligibility of its Domestic Sub-Custodian and each Eligible Foreign Custodian and Eligible Securities Depository approved by Principal to act as such hereunder. In discharging this responsibility, Custodian shall (i) monitor on a continuing basis the services and reports provided by its Domestic Sub-Custodian for each of its Eligible Foreign Custodians or Eligible Securities Depositories; (ii) at least annually, obtain and review the periodic reports published by its Domestic Sub-Custodian confirming the Domestic Sub-Custodian's review of the continued eligibility of each Foreign Sub-Custodian and Foreign Securities Depository; and (iii) review periodic reports related to the Domestic Sub-Custodian's periodic physical inspections of the operations of each Eligible Foreign Custodian or Eligible Securities Depository as deemed appropriate.

6.4.2. Custodian shall provide to the Board annually and at such other times as the Board may reasonably request based on the circumstances of the Principal's foreign custody arrangements, written reports notifying the Board of the placement of Securities of Principal with a particular Domestic Sub-Custodian or a particular Eligible Foreign Custodian within a Foreign Market or an Emerging Market and of any material change in the arrangements (including any material changes in any contracts governing such arrangements or any material changes in the established practices or procedures of Depositories) with respect to Securities of the Principal held by the Domestic Sub-Custodian and the Eligible Foreign Custodian.

6.4.3. If Custodian determines that (i) any Eligible Foreign Custodian or Eligible Securities Depository no longer satisfies the applicable requirements described in Subparagraph of this Agreement (in the case of an Eligible Foreign Custodian) or Subparagraph 1.6 of this Agreement (in the case of an Eligible Securities Depository); or, (ii) any Eligible Foreign Custodian or Eligible Securities Depository is otherwise no longer capable or qualified to perform the functions contemplated herein; or, (iii) any change in a contract with a Eligible Foreign Custodian or any change in established Eligible Securities Depository or market practices or procedures shall cause a custody arrangement to no longer meet the requirements of the Act, Custodian shall promptly give written notice thereof to Principal. The notice shall either indicate Custodian's intention to transfer Securities held by the removed Eligible Foreign Custodian or Eligible Securities Depository to another Eligible Foreign Custodian or Eligible Securities Depository previously identified to Principal, or include a notice pursuant to Subparagraph of this Agreement of Custodian's intention to deposit Securities with a new Eligible Foreign Custodian or Eligible Securities Depository, in either instance such transfer of Securities to be effected as soon as reasonably practical.

6.5. Compulsory Depositories. Notwithstanding the foregoing sub-sections of this Paragraph , Custodian shall have no responsibility for the selection of any Eligible Securities Depository or Eligible Securities Depository's agent ("Compulsory Depository") (i) if the use of which is mandated by law or regulation; (ii) because securities cannot be withdrawn from the depository; or (iii) because maintaining securities outside the securities depository is not consistent with prevailing market practices in the relevant market; provided however, that Custodian shall notify Principal if Principal has directed a trade in a market containing a Compulsory Depository, so Principal and Advisor shall have an opportunity to determine the appropriateness of investing in such market.

6.6. Assessment of Custody Risk. Principal and Custodian agree that, for purposes of this Paragraph , Custodian's determination of appropriateness shall only include custody risk, and shall not include any evaluation of "country risk" or systemic risk associated with the investment or holding of assets in a particular country or market, including, but not limited to (i) the use of Compulsory Depositories; (ii) the country's or market's financial infrastructure; (iii) the country's or market's prevailing custody and settlement practices; (iv) risk of nationalization, expropriation or other governmental actions; (v) regulation of the banking or securities industries; (vi) currency controls, restrictions, devaluation or fluctuation; and (vii) country or market conditions which may affect the orderly execution of securities transactions or affect the value of the transactions. Principal and Custodian further agree that the evaluation of any such country and systemic risks shall be solely the responsibility of Principal and the Investment Manager.

7. TRANSACTIONS


7.1. Instructions and Immediately Available Funds. Principal, or where applicable, the Investment Manager, is responsible for ensuring that Custodian receives timely instructions and sufficient immediately available funds for all transactions by such time and date as conditions in the relevant market dictates. As used herein, "sufficient immediately available funds" shall mean either (i) sufficient cash denominated in the currency of Principal's home jurisdiction to purchase the necessary foreign currency, or (ii) sufficient applicable foreign currency, to settle the transaction. If Custodian does not receive such timely instructions and/or immediately available funds, Custodian shall have no liability of any kind to any person, including Principal, for failing to effect settlement. However, Custodian shall use reasonable efforts to effect settlement as soon as possible after receipt of appropriate instructions. Unless otherwise specified by Principal or Manager, foreign exchange transactions will be processed according to the instructions in Appendix B.

7.2. Customary or Established Settlement Practices . Principal and Manager acknowledge settlement of and payment for Securities received for and delivered from the Account may be made in accordance with the customary or established securities trading and securities processing practices in the market in which the transaction occurs. Principal understands that when Custodian is instructed to deliver Foreign Securities or Foreign Currencies against payment, delivery of such Foreign Securities and Foreign Currencies and receipt of payment therefore may not be completed simultaneously. Principal assumes full responsibility for all credit risks involved in connection with Custodian's delivery of Foreign Securities or Foreign Currencies pursuant to written instructions of Principal or Manager.

7.3. Additions to and Withdrawals from Account. Custodian shall make all additions and withdrawals of Securities to and from this Account only upon receipt of and pursuant to written instructions from Principal or Manager.

7.4. Purchase or Sales. Principal or Manager from time to time may instruct Custodian regarding the purchase or sale of Securities in accordance with this paragraph .

7.5. Purchases. Custodian shall settle purchases by charging the Account with the amount necessary to make the purchase and effecting payment to the seller or broker for the Securities. Custodian shall have no liability of any kind to any person, including Principal, if Custodian effects payment on behalf of the Account, and the settler or broker specified by Manager fails to deliver the Securities purchased. Custodian shall exercise such ordinary care and diligence as would be employed by a reasonably prudent custodian in examining and verifying the certificates or other indicia of ownership of the Securities purchased before accepting them, except with respect to assets described in Paragraph 7.7.

7.6. Sales. Custodian shall settle sales by delivering certificates or other indicia of ownership of the Securities, and as instructed, shall receive cash for such sales. Custodian shall have no liability of any kind to any person, including Principal, if Custodian exercises due diligence and delivers such certificates or indicia of ownership and the purchaser or broker fails to effect payment.

7.7. Depository Settlement. If a purchase or sale is settled through a Sub-Custodian or Depository, Custodian shall exercise such ordinary care and diligence as would be employed by a reasonably prudent custodian in verifying proper consummation of the transaction by the Depository.

7.8. Income and Principal. Custodian or its designated Sub-Agents are authorized, as Principal's agent, to surrender against payment maturing obligations and obligations called for redemption, and to collect and receive payments of interest and principal, dividends, warrants, and other things of value in connection with Securities. Absent written instructions from Principal or Manager, funds will remain in the currency of collection upon receipt of payment.

7.9. Foreign Currency Transactions. At the direction of Principal or Manager, as the case may be, Custodian shall convert currency in the Account to other currencies through customary channels including, without limitation, Custodian or any of its affiliates or Sub-Custodian Network, as shall be necessary to effect any transaction directed by Principal or Manager. If Principal or Manager gives Custodian standing instructions to execute foreign currency exchange transactions on Principal's behalf, such transactions will be performed in accordance with the FX Standing Instructions Defined Spread Program Description as amended from time to time.

7.10. Taxes. Custodian shall pay or cause to be paid from the Account all taxes and levies in the nature of taxes imposed on the Account or the Foreign Securities thereof by any country. Custodian will use reasonable efforts to give the Principal or Manager, as the case may be, advance notice of the imposition of such taxes. The Custodian shall have no responsibility or liability for any obligations now or hereafter imposed on the Principal or the Custodian as custodian of the Principal by the tax law of the United States or of any state or political subdivision thereof or any foreign jurisdiction. The sole responsibilities of the Custodian with regard to such tax law shall be to use reasonable efforts to effect the withholding of local taxes and related charges with regard to market entitlement/payment in accordance with local law and subject to local market practice or custom and to


assist Principal with respect to any claim for exemption or refund under the tax law of countries for which Principal has provided such information. Except as specifically provided in this Agreement or otherwise agreed to in writing by the Custodian, the Custodian shall have no independent obligation to determine the tax obligations now or hereafter imposed on Principal by any taxing authority or to obtain or provide information relating thereto, and shall have no obligation or liability with respect to such tax obligations.

7.11. Foreign Tax Reclamation. Custodian shall use reasonable efforts to obtain refunds of taxes withheld on Foreign Securities or the income thereof that are available under applicable tax laws, treaties and regulations subject to Principal's provision of all documentation and certifications as required by U.S. and foreign tax authorities to establish the eligibility of Principal for tax reclamation under applicable law or treaty. Principal hereby agrees to indemnify and hold harmless Custodian and its agents in respect to any liability arising from any underwithholding or underpayment of any Tax which results from the inaccuracy or invalidity of any such forms or other documentation, and such obligation to indemnify shall be a continuing obligation of Principal, its successor and assignees, notwithstanding the termination of this Agreement. The Custodian is authorized to disclose any information required by any such tax or other governmental authority in relation to processing any claim for exemption from or reduction or refund of any taxes relating to the Principal's transactions and holdings.

7.12. Collection Obligations. Custodian shall diligently collect income and principal of Securities which the Custodian has received actual notice in accordance with normal industry practices. However, Custodian shall be under no obligation or duty to take any action to effect collection of any amount if the Securities upon which such amount is payable is in default, or if payment is refused after due demand. Custodian shall notify Principal and Manager promptly of such default or refusal to pay. Custodian shall have no duty to file or pursue any bankruptcy or class action claims with respect to Account, unless indemnified by Principal in manner and amount satisfactory to Custodian; provided, however, unless Principal directs otherwise in writing, Custodian will use its best efforts to file claims in class actions and pay any recovery to account, net of Bank's fees as disclosed in the fee schedule.

7.13. Capital Changes. Custodian may, without further instruction from Principal or Manager, exchange temporary certificates and may surrender and exchange Securities for other securities in connection with any reorganization, recapitalization or similar transaction in which the owner of the Securities is not given an option. Custodian has no responsibility to effect any such exchange unless it has received notice of the event permitting or requiring such exchange at the office of Custodian's designated agents.

7.14. Fractional Interest. Custodian shall receive and retain all stock distributed by a corporation as a dividend, stock split, or otherwise and, in connection therewith, any fractional shares, unless otherwise instructed or without authorization to sell.

7.15. Delivery of Instructions and Funds. Instructions and Funds shall be directed to Custodian or Domestic Sub-Custodian, as applicable with respect to the foregoing.

8. CREDITS TO ACCOUNT

8.1. Payment. Custodian may as a matter of bookkeeping convenience or by separate agreement with the Principal, credit the account with the proceeds from the sale, redemption or other disposition of Securities or interest or dividends or other distributions payable on Securities prior to its actual receipt of final payment; therefore, all such credits shall be conditional until the Custodian's actual receipt of final payment and may be reversed by Custodian to the extent that final payment is not received. Payment with respect to a transaction will not be final until Custodian receives immediately available funds under which applicable local law, rule and/or practice are irreversible and not subject to any security interest, levy or other encumbrance, and which are specifically applicable to such transaction. Principal acknowledges and agrees that any currency risk associated with such credits will be born by Principal.

8.2. Emerging Market Settlement Dates. Notwithstanding the foregoing Paragraph, Principal understands and agrees that settlement of Securities transactions is available only on settlement date basis in certain Emerging Markets, which are identified in Appendix A, as amended from time to time.

8.2.1. Cash Deposits. For Emerging Markets with restricted settlement conditions, cash of any currency deposited or delivered to the Account shall be available for use by Principal or Investment Manager only on the business day on which actual receipt of final payment and funds of good value are available to Sub-Custodian in the Account.

8.2.2. Securities. For Emerging Markets with restricted settlement conditions, Securities deposited or delivered to the Account shall be available for use by Principal or Investment Manager only on the business day on which such Securities are held in the nominee name or are otherwise subject to the control of, and in a form for good delivery by, the Sub-Custodian.


9. OVERDRAFT AND INDEBTEDNESS

9.1. Advance Funds. If Custodian advances funds to or for the benefit of Account in connection with the settlement of securities or currency transactions or other activity in the Account including overdrafts or other indebtedness incurred in connection with the settlement of securities transactions, maturity or income payments or funds transfers, Principal agrees to reimburse Custodian on demand the amount of the advance or overdraft and all related fees as established in Custodian's published fee schedule. Principal will bear the risk from any currency valuation differences associated with Principal's reimbursement obligations to Custodian. Custodian shall also have the right to utilize any cash in the Account in order to obtain reimbursement hereunder and to setoff Custodian's obligations with respect to any deposits or credit balances in the Account against any obligation of Principal hereunder.

9.2. Repayment. To the extent permissible by applicable law, in order to secure repayment of Account's obligations to Custodian hereunder, Principal hereby pledges and grants to Custodian a continuing lien and security interest in, and right of set-off against, all of Account's right, title and interest in and to (i) all Accounts in Principal's name and the Securities, money and other property now or hereafter held in such Accounts (including proceeds thereof); and (ii) each Account in respect of which or for whose benefit the advance or overdraft relates and the Securities, money and other property now or hereafter held in such Accounts, including proceeds thereof. In this regard, Custodian shall be entitled to all the rights and remedies of a pledgee and secured creditor under applicable laws, rules or regulations as then in effect. Principal authorizes the Custodian, in the Custodian's sole discretion, at any time to charge any overdraft of indebtedness, together with interest due thereon, against any balance of account standing to the credit or the Principal on the Custodian's books. In addition, the Custodian shall be entitled to utilize available cash and to dispose of such Principal's Securities to the extent necessary to obtain reimbursement.

10. CORPORATE ACTIONS, PROXIES AND LITERATURE

10.1. Corporate Actions. Custodian shall notify Manager of the receipt of notices of redemptions, conversions, exchanges, calls, puts, subscription rights, and scrip certificates ("Corporate Action(s)"). Custodian need not monitor financial publications for notices of Corporate Actions and shall not be obligated to take any action unless actual notice has been received by Custodian at the offices of its Domestic Sub-Custodian. Custodian's sole responsibility in this regard shall be to give such notices to Principal or Investment Manager, as the case may be, within a reasonable time after Custodian receives them. Custodian has no responsibility to respond or otherwise act with respect to any such notice unless and until Custodian has received timely and appropriate instructions from Principal or Manager. Principal or Manager is responsible to ensure all required documentation and funds are available to Custodian and its agents as required under the terms of the offer or by legal jurisdiction in order for Custodian and its agent to take action on behalf of Account.

10.2. Proxies. Custodian shall forward all proxies and accompanying material actually received by Custodian's Domestic Sub-Custodian that are issued by any company whose securities are held in the Account to Manager or Principal, as directed Principal and Manager acknowledge that proxy services are limited in foreign markets and Custodian's sole responsibility with respect to such proxy materials will be to forward the proxy and accompanying material received by Custodian's Domestic Sub-Custodian to Principal or Manager. Custodian shall have no duty to translate or retain any material received unless required to do so by law.

10.3. Corporate Literature. Custodian shall have no duty to forward or to retain any other corporate material received by Custodian for the Account unless required to do so by law. Custodian shall have no duty to translate or retain any material received from its Global Sub-Agent Network unless required to do so by law.

10.4. Disclosure to Issuers of Securities. Unless Principal directs Custodian in writing to the contrary, Principal agrees that Custodian or its Domestic Sub-Custodian or its Sub-Agents may disclose the name and address of the party with the authority to vote the proxies of the Securities held in this Account as well as the number of shares held, to any issuer of said Securities or its agents upon the written request of such issuer or agent in conformity with the provisions of the applicable law. Principal acknowledges that Custodian or its Domestic Sub-Custodian or its Sub-Agents may be required under jurisdictional law to disclose to issuers beneficial owner information regardless of Principal's instructions otherwise.

11. INSTRUCTIONS

11.1. Written. All instructions from Principal or Manager with respect to the Accounts must be from an authorized person and, except those instructions described in Paragraph, shall be in writing, and shall continue in force until changed by subsequent instructions. For purposes of this Paragraph, an authorized person means any of the persons duly authorized by the Board to give instructions on behalf of the Principal as set forth in a certificate along with any limitations on such Persons' scope of authority, such certificate to be executed by the Secretary or Assistant Secretary of the Principal, as the case may be revised from time to time. Pending receipt of written authority, Custodian may in its absolute discretion at any time accept oral, faxed, wired and


electronically transmitted instructions from Principal or Manager provided Custodian believes in good faith that the instructions are genuine. If oral instructions are received, Principal or Manager, as the case may be, shall promptly confirm such instructions in writing or by facsimile or other means permitted hereunder. Principal will hold Custodian harmless for the failure of Principal or Manager to send confirmation in writing, the failure of such confirmation to conform to the telephone instructions received or Custodian's failure to produce such confirmation at any subsequent time. Only those individuals as may be designated by Principal from time to time are authorized to give instructions as described in this Agreement.

11.2. Reliance on Instructions. Except as otherwise provided herein, all instructions shall be in writing, and shall continue in force until changed by subsequent instructions. Pending receipt of written authority, Custodian may in its absolute discretion at any time accept oral, wired or electronically transmitted instructions from Principal or Manager provided Custodian believes in good faith that the instructions are genuine. Further, Custodian may assume that any written or oral instructions received hereunder are consistent with the provisions of organizational documents of the Principal or of any vote, resolution or proceeding of the Principal's board of directors of the Principal's shareholders, unless and until Custodian receives written instructions to the contrary.

12. RIGHT TO RECEIVE ADVICE

12.1. Advice of the Principal . If Custodian is in doubt as to any action it should or should not take under this Agreement, Custodian may request directions or advice, including oral instructions or written instructions, from the Principal.

12.2. Advice of Counsel. If Custodian shall be in doubt as to any question of law pertaining to any action it should or should not take, Custodian may request advice from counsel of its own choosing (who may be counsel for the Principal, the Investment Manager or Custodian, at the option of Custodian). Principal shall pay the reasonable cost of any counsel retaimed by Custodian with prior notice to Principal.

12.3. Conflicting Advice. In the event of a conflict between directions or advice or oral instructions or written instructions Custodian receives from the Principal, and the advice it receives from counsel, Custodian shall be entitled to rely upon and follow the advice of counsel.

12.4. Protection of Custodian. Custodian shall be indemnified by Principal and without liability for any action Custodian takes or does not take in reliance upon directions or advice or oral instructions or written instructions Custodian receives from or on behalf of the Principal, or from counsel and which Custodian believes, in good faith, to be consistent with those directions or advice or oral instructions or written instructions. Nothing in this paragraph shall be construed so as to impose an obligation upon Custodian (i) to seek such directions or advice or oral instructions or written instructions, or (ii) to act in accordance with such directions or advice or oral instructions or written instructions.

13. ACCOUNTING AND REPORTING

13.1. Cost and Nominal Value. Principal agrees to furnish Custodian with the income tax cost basis and dates of acquisition of all Securities held in the Account to be carried on its records. If Principal does not furnish such information, Custodian shall carry the Securities at any such nominal value it reasonably determines, such value to be for bookkeeping purposes only. All statements and reporting of any matters requiring this information will use this nominal value. Custodian shall have no duty to verify the accuracy of the cost basis and dates of acquisition furnished by Principal. Securities purchased in the Account shall be carried at cost.

13.2. Valuations. To the extent that Custodian has agreed to provide pricing or other information services, Custodian is authorized to utilize any vendor (including brokers and dealers of Securities and pricing services embedded in Custodian's securities processing or accounting systems) reasonably believed by Custodian to be reliable to provide such information. Principal understands that certain pricing information with respect to complex financial instruments including, without limitation, derivatives, may be based on calculated amounts rather than actual market transactions and may not reflect actual market values, and that the variance between such calculated amounts and actual market values may or may not be material. Where pricing vendors used by Custodian do not provide information for Securities, Principal or authorized party may advise Custodian regarding the fair market value of, or provide other information with respect to, such held Securities. If Principal or Manager does not provide such information, Custodian shall use the cost or nominal value for such Securities, solely for administrative convenience. Custodian shall not be liable for any loss, damage or expense incurred as a result of errors or omissions with respect to any pricing or other information utilized by Custodian hereunder and shall have no responsibility or duty to ascertain or authenticate the value of pricing applied to any such Security.

13.3. Activity Reports. Custodian shall provide access to Principal and Manager and other persons authorized by Principal to access advices of securities transactions and other information regarding the Account by means of Custodian's online system.


13.4. Statements. Custodian shall provide Principal and Manager Account statements and other reports periodically via paper delivery or electronically by means of the Custodian's online system or as otherwise as agreed to by Principal and Custodian showing all income and principal transactions and cash positions, and a list of securities. Principal may approve or disapprove any such statement within ninety (90) days of its receipt, and, if no written objections are received within the ninety (90) day period, such statement of Account shall be deemed approved.

Principal acknowledges and agrees that if Custodian's online system is selected, paper statements will be provided only upon request and that the Custodian's online statements, trade confirms and related online communications satisfy all of Custodian's existing legal and contractual obligations to provide statements, reports and confirmation with respect to the account. Printed trade confirmations for trades effected by the Custodian will be available upon request and at no additional cost. Principal and Manager may request printed trade confirmations for other securities transactions from the broker through which they direct such trades.

13.5. Shared data. For the purpose of operational efficiencies, including trade settlement, proxy voting, trade reconciliation, performation reporting, on-line access and the like, Custodian, upon direction of the Principal's appointed Manager, on accosion may send electronic trade, holdings, and or Principal's information to third party vendors (TPV) who are agents of the aforementioned Manager. Principal's appointed Manager is responsible for any due diligence and monitoring of TPV with whom they have contracted and the Custodian shall have no obligation to do so.

14. USE OF OTHER BANK SERVICES

14.1. Mutual Fund Investments. Principal or Manager may direct Custodian to utilize for the Account any mutual fund available in the market as permitted by law. These investment directions may include, but are not limited to, money market mutual funds or long equity and fixed mutual funds. Such funds may be sub-advised by an affiliate or subsidiary of Custodian and/or for which Custodian may also act as the mutual fund's custodian and/or provide other services for the mutual fund. Principal or Manager shall designate the particular mutual fund that Principal or Manager deems appropriate for the Account. Principal hereby acknowledges that Custodian or its affiliate or subsidiary will receive fees for such services in addition to those fees charged by Custodian as agent for the Principal's custody Account.

14.2. Foreign Exchange. Custodian makes available to Principal or Manager foreign exchange services directly with Custodian or through Custodian's Domestic Sub-Custodian to convert currencies in conjunction with transactions in the Principal's Account under direction provided in Appendix B, as amended from time to time. Principal acknowledges that Custodian is the counterparty with respect to foreign exchange transactions provided under the Standing Instructions Defined Spread Service (Defined Spread Service) with Custodian's Domestic Sub-Custodian and are subject to Paragraph 9 of this Agreement.

14.2.1. Standing Instructions Defined Spread Service . Foreign currency exchanges offered under the Defined Spread Service are directed to Custodian's Domestic Sub-Custodian or, for markets with currency restrictions, to the local market Sub-Agent. Both services may be amended from time to time.

14.2.2. Direct with Union Bank's Global Capital Markets . Principal or Manager may elect to have foreign currency exchanges provided under separate agreement with Custodian's Instituional Banking & Markets and performed in accordance with Custodian's Foreign Exchange Agreement.

Principal acknowledges that (i) Principal or Manager is not obligated to effect foreign currency exchange with Custodian or Custodian's Domestic Sub-Custodian, (ii) Custodian will make available the relevant data so that Principal or Manager, as the case may be, can independently monitor foreign exchange activities, and (iii) Custodian will receive benefits for such foreign currency transactions as defined in Paragraph 14.2.2. which are in addition to the compensation which Custodian receives for administering the Account.

14.3. Interest Bearing Deposits. Principal or Manager may direct that assets of the Account be invested in deposits with Custodian or Domestic Sub-Custodian as a sweep vehicle or other deposits held in Custodian's nominee name for the benefit of its clients. Such deposits are covered by FDIC insurance up to the designated value in effect for each beneficial owner.

14.4. Other Transaction Services. Principal or Manager may direct Custodian to utilize for the Account other services or facilities provided by Custodian, its subsidiaries or affiliates. Such services may include, but are not be limited to the placing of orders for the purchase or sale of units or shares of any registered investment company, including such registered investment company to which Custodian, MUFG Americans Holdings Corporation, or their subsidiaries or affiliates, manage, provide investment advice, act as custodian or provide other services.

14.5. Credit Facilities. Custodian may, in accordance with its commercial lending practices, enter into a credit facility with Principal for use with the operation of the Account. Such credit facility will be agreed to under


separate agreement and subject to the terms and conditions, therein. Principal acknowledges that any such credit facility is subject to the lien provisions of Paragraph of this Agreement.

15. CUSTODIAN'S RESPONSIBILITIES AND LIABILITIES

15.1. Standard of Care. In performing the responsibilities delegated to it under this Agreement, the Custodian agrees to exercise the due of a professional custodian and shall not be liable for any damages arising out of the Custodian's performance of or failure to perform its duties under this Agreement except to the extent that damages arise directly out of the Custodian's willful misfeasance, negligence or otherwise from a material breach of the Custodian's standard of care under this Agreement.

15.2. Investment Authority . The parties intend that Custodian shall not be considered a fiduciary of the Account.

15.3. Insurance and Force Majeure. Without limiting the generality of Paragraph.1 or of any other provision of this Agreement, the Custodian shall not be liable so long as and to the extent that it exercises due care, for any defect in the title, validity or genuineness of any Security or in the evidence of title thereto received by it or delivered by it pursuant to this Agreement. In addition, Custodian (i) shall not be required to maintain any special insurance for the benefit of Principal, and (ii) shall not be liable or responsible for any loss, damage, expense, failure to perform or delay caused by accidents, strikes, fire, flood, war, riot, electrical or mechanical or communication line or facility failures, acts of third parties (including without limitation any messenger, telephone or delivery service), acts of God, war, government action, civil commotion, fire, earthquake, or other casualty or disaster or any other cause or causes which are beyond Custodian's reasonable control. However, Custodian shall use reasonable efforts to replace Securities lost or damaged due to such causes with securities of the same class and issue with all rights and privileges pertaining thereto. Custodian shall be liable to Principal for any loss which shall occur as the result of the failure of a Sub-Custodian to exercise reasonable care with respect to the safekeeping of assets.

15.4. Legal Proceedings

15.4.1. Custodian shall not be required to appear in or defend any legal proceedings with respect to the Account or the Securities unless Custodian has been indemnified to its reasonable satisfaction against loss and expense (including reasonable attorneys' fees).

15.4.2. With respect to legal proceedings, Custodian may consult with counsel acceptable to it after written notification to Principal concerning its duties and responsibilities under this Agreement, and shall not be liable for any action taken or not taken in good faith on the written advice of such outside counsel.

15.4.3. To the extent permissible by law or regulation and upon Principal's request, the Principal shall be subrogated to the rights of the Custodian with respect to any claim for any loss, damage or claim suffered by Principal, in each case to the extent that the Custodian fails to pursue any such claim or Principal is not made whole in respect of such loss, damage or claim.

16. INDEMNITIES AND LIMITATION OF LIABILITY

16.1. In addition to the indemnification provisions contained in this Agreement, Principal agrees to indemnify, defend and hold harmless Custodian and its affiliates providing services under this Agreement, including their respective officers, directors, agents and employees from all taxes, charges, expenses, assessments, claims and liabilities including, without limitation, reasonable attorneys' fees and disbursements and liabilities ("Claims") arising directly or indirectly from any action or omission to act which Custodian takes in connection with the provision of services to Principal. Neither Custodian, nor any of its affiliates, shall be indemnified against any liability (or any expenses incident to such liability) caused by Custodian's or its affiliates' own breach of their duty of law, willful misfeasance, bad faith, negligence or reckless disregard in the performance of Custodian's or its affiliates' activities under this Agreement. The provisions of this Paragraph 16 shall survive termination of this Agreement.

16.2. In all cases, Custodian's liability under this Agreement shall be limited to the resulting direct loss, if any, incurred by Principal. Under no circumstances shall Custodian be liable for any incidental, consequential, indirect, punitive, or special damage which Principal may incur or suffer in connection with this Agreement.

17. COMPENSATION AND OTHER CHARGES

17.1. Compensation. Principal shall pay Custodian compensation for its services hereunder as specified in Appendix C and as amended from time to time. Fees shall accrue and be taken in arrears as specified on the active fee schedule and charged to the Account unless Principal has requested that it be billed directly. However, any fees not paid within sixty (60) days of billing will be charged to the Account.


17.2. Expenses. Principal shall reimburse Custodian by debiting the Account for all reasonable out-of-pocket expenses and processing costs incurred by Custodian and Global Sub-Custodian Network in the administration of the Account including, without limitation, reasonable counsel fees incurred by Custodian pursuant to Subparagraph 12.2 of this Agreement.

18. AMENDMENT AND TERMINATION

18.1. Amendment. This Agreement may be amended at any time by a written instrument signed by the parties or by Custodian immediately if required by applicable law or upon thirty (30) days written notice to Principal.

18.2. Termination. Custodian may terminate this Agreement immediately if Custodian, in its sole discretion, determines that (i) Principal failed to strictly comply with any provision of this Agreement; or (ii) any representation, warranty or covenant of the other party in this Agreement is false or misleading. Any such terminatuion shall not constitute a waiver of any other rights that the Custodian may have under this Agreement. In the event of such termination, Principal has ninety (90) days from termination to identify a successor custodian and tranasition the Securities, less any amounts due and owing to Custodian under this Agreement. After the ninety (90) day transition, Custodian shall be discharged of any further liability or responsibility with respect to the Securities.

In addition, either party may terminate this Agreement and the Account upon ninety (90) days' written notice. Upon such termination, Custodian shall deliver or cause to be delivered the Securities, less any amounts due and owing to Custodian under this Agreement, to a successor custodian designated by Principal or, if a successor custodian has not accepted an appointment by the effective date of termination of the Account, to Principal. Upon completion of such delivery Custodian shall be discharged of any further liability or responsibility with respect to the Securities so delivered. In the event that Securities or other properties remain in the possession of the Custodian after the date of termination hereof owing to failure of Principal to provide proper instructions, the Custodian shall be entitled to fair compensation for its services during such period as the Custodian retains possession of such securities, funds and other properties and the provisions of this Agreement relating to the duties and obligations of the Custodian shall remain in full force and effect. In the event that no proper instructions designating a successor custodian or alternative arrangements shall have been delivered to the Custodian on or before the date when such termination shall become effective, then the Custodian shall have the right to deliver to a bank or trust company, which is a "bank" as defined in the Act of its own selection, having an aggregate capital, surplus, and undivided profits, as shown by its last published report, of not less than $25,000,000, all Securities held by the Custodian on behalf of Principal and all instruments held by the Custodian relative thereto held by it under this Agreement on behalf of Principal, and to transfer to an account of such successor custodian all of the Securities held in an Account. Thereafter, such bank or trust company shall be the successor of the Custodian under this Agreement. All expenses associated with the transfer of custody hereunder upon termination hereof shall be borne by the Principal (except as may be specifically agreed in writing by the parties in relation to special arrangements).

19. SUCCESSORS

This Agreement shall be binding upon and inure to the benefit of the parties hereto and their successors in interest. This Agreement may not be assigned by either party, nor may the duties of either party hereunder be delegated, without the prior written consent of the other party.

20. GOVERNING LAW

The validity, construction, and administration of this Agreement shall be governed by the applicable laws of the United States from time to time in force and effect and, to the extent not preempted by such laws of the United States, by the laws of the State of California from time to time in force and effect. Any action or proceeding to enforce, interpret or adjudicate the rights and responsibilities of the parties hereunder shall be commenced in the State or Federal courts located in the State of California.

21. NOTICES

Except as otherwise specified herein, all notices, requests, demands and other communications under this Agreement shall be signed and in writing and shall be deemed as having been duly given on the date of service, if served personally on the party to whom notice is to be given, or on the fifth (5) day after mailing, if mailed to the party to whom notice is to be given and properly addressed as follows:

                 
  To Principal:     Name:     SOUND SHORE FUND, INC.  
                 
        Street Address:     8 Sound Shore Drive, Suite 180  
                 
        City, State, Zip:     Greenwich, CT 06830  


                 
                 
        Attn:     Lowell Haims  
                 
        Facsimile:     203-629-3680  
                 
        Email:     lowell@soundshore.com  
                 
  To Custodian:     MUFG Union Bank, N.A.        
        350 California Street, 2018        
        San Francisco, CA 94104        
        Attn: Margaret Bond, Director  
        Facsimile: (877) 823-3601        
        Email: ITCS_Funds_1@unionbank.com or margaret.bond@unionbank.com  

This agreement and any amendment, notice or other document required to be signed and in writing under this Agreement may be delivered by personal service or U.S first class mail postage prepaid or via fax, email with an imaged or scanned attachment (such as a.PDF), or similar electronic transmission with electronic signature through Custodian's online secure messaging service pursuant to security protocols established and agreed by the parties, unless otherwise specified herein. Signatures delivered via fax, email, or similar electronic transmission shall be effective as original signatures in binding the parties and shall be effective upon receipt.

Periodic communications related to foreign currencies and global market updates will be available to authorized parties through Custodian's secure messaging service.

22. CONFIDENTIALITY

All non-public information and advice furnished by either party to the other shall be treated as confidential and will not be disclosed to third parties unless required by law, except that Custodian may disclose (a) the identity of Principal as a client or client reference of Custodian; (b) any information to any government regulator of Custodian or the affiliated entities; and (c) any information to Custodian's affiliated entities and product and service providers to the extent necessary to provide the financial products and services under this Agreement.

23. EFFECTIVE DATE

This Agreement shall be effective as of the date appearing below, and shall supersede any prior or existing agreements between the parties pertaining to the subject matter hereof.

24. COUNTERPARTS

This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. This Agreement and all exhibits, appendices, attachments and amendments hereto may be reproduced by any reasonable means. The parties hereto each agree that any such reproduction shall be admissible in evidence as the original itself in any judicial or administrative proceeding, whether or not the original is in existence and whether or not such reproduction was made by a party in the regular course of business, and that any enlargement, facsimile or further reproduction of such reproduction shall likewise be admissible in evidence.

25. MISCELLANEOUS

Each party agrees to perform such further acts and execute such further documents as are necessary to effectuate the purposes hereof. This Agreement embodies the entire agreement and understanding between the parties and supersedes all prior agreements and understandings relating to the subject matter hereof. The captions in this Agreement are included for convenience of reference only and in no way define or delimit any of the provisions hereof or otherwise affect their construction or effect.

           
  Sound Shore Fund, Inc.     MUFG Union Bank, N.A.  
     
  By: /s/ T. Gibbs Kane, Jr.     By: /s/ Theresa A. Moore  
  Name: T. Gibbs Kane, Jr.     Name: Theresa A. Moore  
 

Title: President

    Title: Vice President  
  Date: 12/17/15     Date: 12/18/15  
        By: /s/ Margaret Bond  
        Name: Margaret Bond  
        Title: Director  
        Date: 12/18/15  


AMENDMENT TO
SOUND SHORE FUND, INC.
COMPLIANCE SERVICES AGREEMENT

This amendment (the "Amendment") to the Sound Shore Fund, Inc. Compliance Services Agreement dated as of October 1, 2004 and amended and restated on January 31, 2008 (the "Agreement"), by and between Sound Shore Fund, Inc. (the "Fund") and Foreside Fund Officer Services, LLC (f/k/a Foreside Compliance Services, LLC) ("Foreside") is hereby entered into by and between the Fund and Foreside as of May 1, 2016 (the "Effective Date").

WHEREAS , the parties desire to amend the Agreement to update its Appendix A (1) Fees;

NOW THEREFORE, in consideration of the terms, covenants and conditions contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree to amend the Agreement as follows:

1. Appendix A to the Agreement is hereby amended and restated as provided in Exhibit A attached hereto.

2. Capitalized terms not otherwise defined herein shall have the meanings set forth in the Agreement.

3. All other terms and conditions of the Agreement remain in effect and are hereby incorporated herein by reference.

IN WITNESS WHEREOF , the parties hereto have caused this Amendment to be executed in their names and on their behalf by and through their duly authorized officers, as of the Effective Date.

SOUND SHORE FUND, INC.

By: /s/ T. Gibbs Kane, Jr.        

T. Gibbs Kane, Jr., President

FORESIDE FUND OFFICER SERVICES, LLC

By: /s/ Charles S. Todd          

Charles S. Todd, President


Exhibit A
SOUND SHORE FUND, INC.
COMPLIANCE SERVICES AGREEMENT
Appendix A
As of May 1, 2016

(1) Compliance Officer Services

           (a) Annual Fee:   $90,000

(2) Out-Of-Pocket and Related Expenses

The Fund shall reimburse Foreside for the following out-of-pocket and ancillary expenses:

(i) communications;

(ii) postage and delivery services;

(iii) record storage and retention (imaging, microfilm and shareholder record storage)

(iv) reproduction;

(v) reasonable travel expenses for the CCO incurred in connection with his oversight of the compliance programs of the Service Providers;

(vi) reasonable travel expenses incurred in connection with travel requested by the Board;

(vii) other expenses incurred in connection with providing the services described in this Agreement if approved by the Fund.


AMENDMENT TO
SOUND SHORE FUND, INC.
PFO/TREASURER SERVICES AGREEMENT

This amendment (the "Amendment") to the Sound Shore Fund, Inc. PFO/Treasurer Services Agreement (the "Agreement") dated as of January 31, 2008, by and between Sound Shore Fund, Inc. (the "Fund") and Foreside Management Services, LLC ("Foreside") is hereby entered into by and between the Fund and Foreside as of May 1, 2016 (the "Effective Date").

WHEREAS , the parties desire to amend the Agreement to update its Appendix A (1) Fees;

NOW THEREFORE , in consideration of the terms, covenants and conditions contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree to amend the Agreement as follows:

1. Appendix A to the Agreement is hereby amended and restated as provided in Exhibit A attached hereto.

2. Capitalized terms not otherwise defined herein shall have the meanings set forth in the Agreement.

3. All other terms and conditions of the Agreement remain in effect and are hereby incorporated herein by reference.

IN WITNESS WHEREOF , the parties hereto have caused this Amendment to be executed in their names and on their behalf by and through their duly authorized officers, as of the Effective Date.

SOUND SHORE FUND, INC.

By: /s/ T. Gibbs Kane, Jr.        

T. Gibbs Kane, Jr., President

FORESIDE MANAGEMENT SERVICES, LLC

By: /s/ David Whitaker            

David Whitaker, President


Exhibit A
SOUND SHORE FUND, INC.
PFO/TREASURER SERVICES AGREEMENT
Appendix A
Effective May 1, 2016

(1) Fee

$60,000/year

(2) Out-Of-Pocket and Related Expenses

The Fund shall reimburse Foreside for the following out-of-pocket and ancillary expenses:

(i) postage, document production and delivery services

(ii) reasonable travel expenses for the PFO incurred in connection with the responsibilities set out in this Agreement

(iii) reasonable travel expenses incurred in connection with travel requested by the Board

(iv) other expenses incurred in connection with providing the services described in this Agreement if approved by the Board

(3) Services

Attend periodic board meetings as necessary;

Along with the Principal Executive Officer, establish and maintain disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940);

Make all necessary representations and certifications (i.e., Sarbanes-Oxley certifications, conformity with GAAP principles, fraud certifications, SEC filings, management representation letters to fund auditors, etc.);

Review and sign as PFO/Treasurer on shareholder communications and SEC filings including Form N-CSR, Form N-Q, Form N-SAR, Form 24(f)-2 and annual updates to Registration statements;

Chair disclosure control committee meetings;

Review monthly advisory fee calculations and authorize payment of advisory fees;

Undertake periodic risk-based reviews of the Fund's service provider operations to ensure compliance with Fund policies and internal control over financial reporting;

Coordinate annual financial statement audit, facilitate financial statement review process, sign trade confirmation requests and requests for legal representation letters as necessary;

Assist with the negotiation of contracts related to audit fees and coordinate with chair of the audit committee and management to review and approve audit fees;

Represent the funds as PFO/Treasurer at SEC examinations as required;


Present materials to the Fund's board, audit committees and senior management, as required or requested; and

Other attendant duties of PFO/Treasurer as required.


SOUND SHORE FUND, INC.
SERVICES AGREEMENT


TABLE OF CONTENTS

                 
  SECTION 1.     DEFINED TERMS; APPOINTMENT; DELIVERY OF DOCUMENTS     1  
  SECTION 2.     DUTIES OF ATLANTIC AND THE FUND     4  
  SECTION 3.     STANDARD OF CARE; INDEMNIFICATION; RELIANCE; AND LIABILITY LIMITATIONS     7  
  SECTION 4.     COMPENSATION AND EXPENSES     9  
  SECTION 5.     EFFECTIVENESS, DURATION, TERMINATION AND ASSIGNMENT     10  
  SECTION 6.     ADDITIONAL CLASSES OF SHARES     11  
  SECTION 7.     RECORDKEEPING; PROPRIETARY INFORMATION; CONFIDENTIALITY     12  
  SECTION 8.     REPRESENTATIONS, WARRANTIES AND AGREEMENTS     13  
  SECTION 9.     FORCE MAJEURE     15  
  SECTION 10.     ACTIVITIES OF ATLANTIC     15  
  SECTION 11.     ANTI-MONEY LAUNDERING AND IDENTITY THEFT PROGRAMS     15  
  SECTION 12.     AUDIT RIGHTS; COOPERATION WITH CHIEF COMPLIANCE OFFICER, OTHER SERVICE PROVIDERS AND INDEPENDENT ACCOUNTANTS     19  
  SECTION 13.     SERVICE DAYS     21  
  SECTION 14.     LIMITATION OF SHAREHOLDER AND DIRECTOR LIABILITY     21  
  SECTION 15.     TAXES     21  
  SECTION 16.     MISCELLANEOUS     21  
  APPENDIX A     SERVICES.     A-1  
  APPENDIX B     DEPENDENCIES.     B-1  
  APPENDIX C     FORMS OF CERTIFICATIONS     C-1  
  SCHEDULE I     AS-OF PROCESSING     Schedule I-1  


SOUND SHORE FUND, INC.
SERVICES AGREEMENT

AGREEMENT dated as of the 10th day of December, 2015, by and among Sound Shore Fund, Inc., a Maryland corporation, with its principal office and place of business at 8 Sound Shore Drive, Grenwich, Connecticut 06830 (the " Fund "), Atlantic Fund Administration, LLC (d/b/a Atlantic Fund Services), a Delaware limited liability company, with its principal office and place of business at Three Canal Plaza, Portland, Maine 04101 (together with its successors in interest, " Atlantic FA "), and Atlantic Shareholder Services, LLC, a Delaware limited liability company, with its principal office and place of business at Three Canal Plaza, Portland, Maine 04101 (together with its successors in interest, " Atlantic TA ").

W I T N E S S E T H :

WHEREAS , the Fund is registered under the Investment Company Act of 1940, as amended (the " 1940 Act "), as an open-end management investment company and its shares of common stock, par value $0.001 per share (the " Shares "), have been or will be registered for sale under the Securities Act of 1933, as amended (the " Securities Act "), in separate series and classes; and

WHEREAS, the Fund offers shares in various classes (each such class together with all other classes subsequently established by the Fund being herein referred to as a " Class ," and collectively as the " Classes "); and

WHEREAS, Atlantic TA is registered as a transfer agent under the Securities Exchange Act of 1934, as amended (the " 1934 Act "); and.

WHEREAS , the Fund desires that Atlantic (as hereinafter defined) perform certain services for the Fund and Class thereof, and Atlantic is willing to provide those services, on the terms and conditions set forth in this Agreement.

NOW THEREFORE , for and in consideration of the mutual covenants and agreements contained herein, the Fund and Atlantic hereby agree as follows:

SECTION 1. DEFINED TERMS; APPOINTMENT; DELIVERY OF DOCUMENTS

(a) As used in this Agreement, the following terms have the following meanings:

" Affiliate " means, with respect to any Person, (A) any other Person that is controlled by, controls, or is under common control with such Person and (B) any other Person directly or indirectly owning, controlling, or holding with power to vote, five perent (5%) or more of the outstanding voting securities of such Person; for purposes hereof, "control" of a Person means (i) ownership of, or possession of the right to vote, more than twenty five percent (25%) of the


outstanding voting equity of that Person or (ii) the right to control the appointment of the board of directors or similar governing body, management or executive officers of that Person.

" Affiliated " mean the relationship of being an Affiliate to another Person.

" Agreement " means this Agreement and any appendices and schedules attached hereto, in each case as any of them may be amended from time to time.

" AML " has the meaning set forth in Section 2.2 of Appendix A (Part III) .

" AML Compliance Officer " is the individual appointed by the Fund to oversee the AML Program adopted by the Fund.

" AML Program " means the Anti-Money Laundering Program of the Fund that the Fund is required to adopt and implement under Treasury Rules promulgated under provisions of the Bank Secrecy Act and the USA PATRIOT Act (the " Patriot Act )", which program is reasonably designed to prevent the Fund from being used for money laundering, funding of terrorist activities or criminal activities.

" Governing Body " means, for any entity, the Person or body of Persons governing the operations of the entity (for example, if the entity is a corporation, its board of directors).

" Instruction " means any oral and written notice or statement directing action or inaction, including any such notice or statement transmitted to Atlantic (i) in electronic format by machine-readable input, electronic mail, CRT data entry or other similar means, or (ii) in person or by telephone, facsimile, email by portable data format (.pdf) or other electronic means.

" Intellectual Property Rights " means: (i) trademarks, service marks, brand names, certification marks, trade dress, trade names and other indications of origin, and the goodwill associated with the foregoing; (ii) inventions, discoveries and improvements, whether patentable or not; (iii) patents, applications for patents, inventors' certificates and invention disclosures; (iv) non-public information, ideas, trade secrets and confidential information and rights to limit the use or disclosure thereof by any Person; (v) copyrightable works, including writings, databases, computer software programs and documentation; (vi) copyrights and mask works; (vii) any similar intellectual property or proprietary rights; and (viii) any claims or causes of action arising out of or related to any infringement or misappropriation of any of the foregoing; in each case, including all registrations, applications for registration, applications, renewals, extensions, and reissues, of or for any of the foregoing and in any jurisdiction.

" Party " means each of the Fund and Atlantic.

" Person " means any natural person or incorporated or unincorporated entity.

" SEC " means the United States Securities and Exchange Commission and any successor governmental authority.

" Third Party Contract " means a contract or other understanding or agreement (other than this Agreement) between or among (i) the Fund and (ii) a third party service provider to the Fund

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pursuant to which such third party is obligated to take or refrain from taking actions that are necessary or useful for the orderly and timely delivery of the Services, including contracts or understandings with (A) Advisers, (B) principal underwriters, (C) Persons acting as PEO, PFO or CCO and their respective employers, (D) Fund Intermediaries, and (E) Non-Discretionary Subcontractors.

" Third Party Service Provider " means any Person that provides services to the Fund under a Third Party Contract.

Other capitalized terms used but not defined in this SECTION 1(a) shall have the meanings set forth in the table below:

                             
  1934 Act     1           ITPCO     17  
  1940 Act     1           Law     3  
  38a-1 Compliance Program     4           NAV     8  
  38a-1 Manuals     19           NAV Difference     8  
  Adviser     5           Non-Discretionary Subcontractors     6  
  AML Policies and Procedures     16           OFAC     16  
  AMLCO     16           Organic Documents     4  
  Atlantic     4           Partial Termination     10  
  Atlantic FA     1           Patriot Act     2  
  Atlantic Indemnitees     7           PEO     4  
  Atlantic Processes     6           PFO     4  
  Atlantic TA     1           Plan     4  
  Authorized Person     3           Policies and Procedures     4  
  Board     4           Policy     15  
  CCO     6           Privacy Laws     13  
  Change Control Process     5           Proprietary Information     12  
  Class     1           Prospectus     4  
  Dependencies     5           Recalculated NAV     8  
  Dependencies Schedule     5           Receiving Party     13  
  Disclosing Party     13           Registration Statement     4  
  Effective Date     10           Reviews     19  
  Executive Officers     4           Securities Act     1  
  Fee Schedule     9           Service Change     5  
  FinCEN     16           Service Change Plan     5  
  Fund     1           Service Plan     4  
  Fund Counsel     6           Services     4  
  Fund Identity Theft Prevention Program     16           Services Operations     19  
  Fund Intermediaries     5           Shareholders     4  
  Fund Records     12           Shares     1  
  Governmental Authority     3           Standard of Care     7  
  Identity Theft Policies and Procedures     17                    

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For purposes of this Agreement, (i) the capitalized term " Law " means any statutes, rules and regulations of any Governmental Authority and applicable judicial or regulatory interpretations thereof, (ii) " Governmental Authority " means any court, government department, central bank, commission, board, bureau, agency, securities or futures industry associations or other regulatory, self-regulatory, administrative, judicial, executive, legislative or governmental entity in any country or jurisdiction and (iii) " Authorized Person " means any Executive Officer, the Board or any committee thereof or any other Person designated in writing by the Board.

(b) The Fund hereby appoints Atlantic FA and Atlantic TA, and each of Atlantic FA and Atlantic TA hereby agrees, separately and not jointly, to provide the Services required of each of them under this Agreement for the period and on the terms set forth in this Agreement. Atlantic FA hereby agrees to act as administrator and fund accountant for the Fund. Atlantic TA hereby agrees to act as transfer agent for the authorized and issued Shares, including dividend disbursing agent and agent in connection with any accumulation plan, open-account plan, periodic investment plan, periodic withdrawal program or similar plan or programs provided to the registered owners of Shares (" Shareholders ") and set out in the currently effective prospectuses and statements of additional information of the Fund (collectively, as currently in effect and as amended or supplemented, the " Prospectus "). As the context may require (including in relation to the delivery of the Services and information, and compliance with recordkeeping requirements), references herein to Atlantic (" Atlantic ") include Atlantic FA and Atlantic TA. It is also understood that Atlantic FA may delegate any of the Services required of it under this Agreement to a third party or any Affiliate of Atlantic or may enter into a contract with a third party or any Affiliate of Atlantic to perform some or all of the Services required of it pursuant to SECTION 5(f) of this Agreement. Pursuant and subject to the provisions of this Agreement, including SECTION 5(f) hereof, Atlantic FA shall be fully responsible to the Fund for the acts and omissions of any such subcontractor as Atlantic FA is for its own acts and omissions under this Agreement. The obligations of Atlantic TA with respect to compliance with the AML Program shall not be delegated without the prior written consent of the Fund.

(c) In connection herewith, the Fund has delivered to Atlantic or Atlantic has received copies of (i) the Fund's Bylaws, as amended to date, (ii) the Fund's Articles of Incorporation, as amended to date (collectively, with the Fund's Bylaws, as amended from time to time, " Organic Documents "), (iii) the Fund's Registration Statement and all amendments thereto filed with the SEC pursuant to the Securities Act or the 1940 Act (the " Registration Statement "), (iv) the current Prospectus of the Fund, (v) each current plan of distribution or similar document adopted by the Fund under Rule 12b-1 under the 1940 Act (" Plan ") and each current shareholder service plan or similar document adopted by the Fund (" Service Plan "), (vi) all policies and procedures adopted by the Fund ( e.g., repurchase agreement procedures) (" Policies and Procedures ") and (vii) the Fund's current compliance program adopted under Rule 38a-1 under the 1940 Act (the " 38a-1 Compliance Program "), and shall promptly furnish Atlantic with all amendments of or supplements to the foregoing.

SECTION 2. DUTIES OF ATLANTIC AND THE FUND

(a) Subject to the direction and control of the Board of Directors of the Fund (the " Board ") and as detailed in this Agreement, each of Atlantic FA and Atlantic TA shall manage, coordinate and report to the Board and, subject and pursuant to SECTION 12 of this Agreement, to the principal executive officer (" PEO ") and the principal financial officer (" PFO ") of the Fund (the " Executive Officers ") regarding the (i) Services and (ii) such other matters related to the services provided to the Fund by each such entity as may be specifically set forth in this Agreement.

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(b) With respect to the Fund and subject to the terms and conditions of this Agreement, Atlantic shall provide the services set forth in SECTION 11 and Appendix A (the " Services "). Atlantic shall provide such other services and assistance relating to the affairs of the Fund or an investment adviser to the Fund (collectively, the " Adviser ") as the Fund may, from time to time, reasonably request pursuant to mutually acceptable compensation agreements.

(c) Atlantic shall reasonably cooperate with the Fund to accommodate non-material changes and adjustments to any Service; the Fund recognizes that isolated requests for changes or adjustments, when combined with other such requests, may in the aggregate have a material effect. If (i) the Fund requests (A) the addition of a new service, or (B) any material change or adjustment to any Service, or (ii) in the event that the Fund materially amends its Policies and Procedures or 38a-1 Compliance Program or there is a material change in Law related to or affecting any Service (collectively, a " Service Change "), the parties shall cooperate with one another to implement such addition, change or adjustment in a manner that minimizes any material adverse effect on the Fund. The parties shall mutually determine the date on which such Service Change shall take place, and develop a written plan to implement such Service Change (a " Service Change Plan "), as well as any implementation or additional fees and expenses that may be required to effect such Service Change. Each Service Change Plan will include applicable obligations for each Party and will specify (A) actions to be taken by parties to Third Party Contracts, and (B) an effective date for the completion of the Service Change Plan. Notwithstanding the foregoing, Atlantic shall have no obligation to effect any Service Change unless and until it has agreed to do so in writing. Any Service Change made by the parties shall become part of the Services for all purposes under this Agreement thereafter. For purposes of this Agreement, the foregoing shall be the " Change Control Process ."

(d) In addition to the limitation of liability set forth in SECTION 3 of this Agreement, Atlantic shall not be liable to the Fund or an y other Person for any failure to provide any Service in the following circumstances, but only for so long as such circumstances continue (and for a reasonable period thereafter taking into account the impact that such an occurrence has on Atlantic's ability to comply with its obligations under this Agreement):

(i) if any relevant Dependencies (as defined in Appendix B) , hereinafter the " Dependencies Schedule ", " Dependencies ") upon which performance of the relevant Service depends are not met and the failure to meet any such Dependencies was not a result of delay, or failure to provide information or take action, by Atlantic required to be provided or taken under this Agreement;

(ii) if the failure to perform the Services is at the request or with the consent of the Fund or an Authorized Person;

(iii) if the failure to perform the Services results from incorrect or corrupted information provided by (A) any Third Party Service Provider, including any Adviser, the principal underwriter for the Fund, brokers or other intermediaries through which the Fund's Shares may be sold or distributed (" Fund Intermediaries ") and any other current or predecessor service providers to the Fund or (B) valuation or market information providers, pricing services, couriers, software houses, custodians (excluding Atlantic), clearing systems or depositories, provided , that (1) if any such Person described in clause (B) above is chosen by Atlantic, then the selection of such Person must have been reasonable under the circumstances (and the selection of such a Person shall be deemed reasonable if, after notice explicitly identifying such selection, the Board or an Executive Officer has approved such selection); and (2) in any event, Persons shall be deemed reasonable if they are selected or retained at the direction of the Fund or an Authorized Person (" Non-Discretionary Subcontractors ") or with the consent of the Fund or an Authorized Person; and/or

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(iv) if any Law (as defined below) to which Atlantic or any third party is subject prevents or limits the performance of the duties and obligations of Atlantic, and, if such Law affects Atlantic, Atlantic has notified the Fund or an Authorized Person.

Notwithstanding the foregoing, Atlantic shall nevertheless use reasonable efforts to provide the Services while any of the circumstances specified in this SECTION 2(d) subsist; provided that Atlantic shall not be required to incur any additional costs in doing so (other than costs that it would have had to incur in the ordinary course of providing the Services, assuming such circumstances had not so occurred). If, despite the foregoing, Atlantic incurs any such additional costs in endeavoring to supply the Services, Atlantic shall promptly notify an Authorized Person, and the Fund shall reimburse those costs to Atlantic to the extent that they have been reasonably incurred (and Atlantic used reasonable efforts to mitigate such costs) or they have been agreed in advance between the parties.

(e) Nothing contained herein shall be construed to require Atlantic to perform any service that could cause Atlantic to be deemed an investment adviser for purposes of the 1940 Act or the Investment Advisers Act of 1940, as amended, or that could cause the Fund to act in contravention of the Prospectus or any provision of the 1940 Act. The Fund acknowledges and agrees that (i) the summary of the Services set out in Appendix A are intended to define the scope of the Services to be provided; and (ii) subject to the Board's right to audit the efficacy of the Atlantic Processes in connection with discharging the Board's obligations under Rule 38a-1 and pursuant to SECTION 12 of this Agreement, the procedures, features, functionalities, systems and/or facilities (" Atlantic Processes ") that support the provision of the Services by Atlantic or any Affiliated subcontractor shall be a matter for the sole discretion of Atlantic. Except as otherwise specifically provided in Appendix A with respect to the Services, the Fund assumes all responsibility for ensuring that the Fund complies in all material respects with all applicable requirements of the Securities Act, the 1940 Act and any other Laws applicable to the Fund.

(f) Atlantic shall perform the Services (i) in material compliance with Laws applicable to Atlantic and (ii) subject to the terms of this Agreement, in observance of the Policies and Procedures and the 38a-1 Compliance Program.

(g) Atlantic shall (i) promptly notify the Fund's chief compliance officer (" CCO ") and its legal counsel, if any (" Fund Counsel "), of any material violation of Law known to Atlantic by the Fund and (ii) at each meeting of the Board and at such other times as determined appropriate by Atlantic, notify the Board of any other violation of Law by Atlantic or a Third Party Service Provider affecting the Fund of which Atlantic becomes aware in providing the Services, including as a result of information generated by Atlantic, detected through Atlantic's internal or external audit procedures or provided to Atlantic by other service providers to the Fund or any Atlantic subcontractor.

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(h) Prior to the commencement of Atlantic's responsibilities under this Agreement with respect the Fund and to the extent applicable to a new Class, the Fund shall deliver or cause to be delivered to Atlantic (i) an accurate list of Shareholders, showing each Shareholder's address of record, number of Shares owned and whether such Shares are represented by outstanding share certificates and (ii) all Shareholder and Fund records, files, and other materials necessary or appropriate for proper performance of the functions assumed by Atlantic under this Agreement; provided, however, that with regard to Shareholder data, such information shall be delivered prior to the commencement of Atlantic TA's responsibilities under this Agreement.

(i) In order for Atlantic to perform the Services required by this Agreement, the Fund shall take reasonable steps to encourage all service providers to the Fund to furnish any and all information to Atlantic as reasonably requested by Atlantic, and assist Atlantic as may be required.

SECTION 3. STANDARD OF CARE; INDEMNIFICATION; RELIANCE; AND LIABILITY LIMITATIONS

(a) Atlantic shall be under no duty to take any action except as specifically set forth in this Agreement or as may be specifically agreed to by Atlantic in writing. Atlantic shall use its best judgment and reasonable best efforts in rendering the Services; provided, however, that notwithstanding the foregoing or any other provision of this Agreement to the contrary, Atlantic shall not be liable to the Fund for any action or inaction of Atlantic relating to any event whatsoever in the absence of bad faith, willful misfeasance or gross negligence in the performance of Atlantic's duties or obligations under this Agreement or Atlantic's reckless disregard of its duties and obligations under this Agreement (the " Standard of Care ").

(b) The Fund agrees to indemnify and hold harmless Atlantic, its employees, agents, subcontractors, directors, officers and managers and any Person who controls Atlantic within the meaning of section 15 of the Securities Act or section 20 of the 1934 Act (" Atlantic Indemnitees ") against and from any and all claims, demands, actions, suits, judgments, liabilities, losses, damages, costs, charges, reasonable counsel fees and other expenses of every nature and character arising out of or in any way related to (A) Atlantic's actions taken or failures to act with respect to the Fund or (B) incident to the delivery of the Services, except those actions or failures to act by Atlantic that are not consistent with the Standard of Care set forth under SECTION 3(a).

(c) Atlantic agrees to indemnify and hold harmless the Fund, its employees, agents, directors and officers against and from any and all claims, demands, actions, suits, judgments, liabilities, losses, damages, costs, charges, reasonable counsel fees and other expenses of every nature and character arising out of or in any way related to (A) Atlantic's actions taken or failures to act with respect to the Fund or (B) incident to the delivery of the Services, in each case not consistent with the Standard of Care under SECTION 3(a).

(d) An Atlantic Indemnitee shall not be liable to the Fund or any of the Fund's Shareholders for any action taken or failure to act in good faith reliance upon:

(i) the advice of the Fund or of counsel, who may be counsel to the Fund or counsel to Atlantic, and upon statements of accountants, brokers and other Persons reasonably believed in good faith by Atlantic to be expert in the matters upon which they are consulted;

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(ii) any oral instruction that it receives and that it reasonably believes in good faith was transmitted by the Person or Persons authorized by the Board to give such oral instruction; Atlantic shall have no duty or obligation to make any inquiry or effort of certification of such oral instruction;

(iii) any written instruction or certified copy of any resolution of the Board, and Atlantic may rely upon the genuineness of any such document or copy thereof reasonably believed in good faith by Atlantic to have been validly executed;

(iv) any signature, instruction, request, letter of transmittal, certificate, opinion of counsel, statement, instrument, report, notice, consent, order, or other document reasonably believed in good faith by Atlantic to be genuine and to have been signed or presented by the Fund or other proper party or parties;

(v) any share certificates which are reasonably believed to bear the proper manual or facsimile signatures of the officers of the Fund, and the proper countersignature of any former transfer agent or former registrar or of a co-transfer agent or co- registrar of the Fund; or

(vi) any electronic instructions from the Fund in conformity with security procedures established by Atlantic from time to time in order to (x) effect the transfer or movement of cash or Shares or (y) transmit Shareholder information or other information.

(e) Notwithstanding anything to the contrary in this Agreement, Atlantic shall not be liable to the Fund or any Shareholder of the Fund for any net loss to the Fund, after amounts debited or credited to Shareholders in accordance with the Fund's policies, if a net asset value (" NAV ") difference (as defined below, a " NAV Difference ") for which Atlantic would otherwise be liable under this Agreement is not more than $0.01.

(f) For purposes of this Agreement, (i) an NAV Difference shall mean the difference between the NAV at which a Shareholder purchase or redemption should have been effected (" Recalculated NAV ") and the NAV at which the purchase or redemption was effected, expressed as a positive number, (ii) any NAV Difference and any Atlantic liability therefrom are to be calculated each time the Fund's (or Class's) NAV is calculated, (iii) in calculating any NAV Difference losses and gains of the Fund or affected Class shall be netted and (iv) in calculating any NAV Difference that continues for a period covering more than one NAV determination, losses and gains of the Fund or affected Class for the period shall be netted.

(g) In order that the indemnification provisions contained in this SECTION 3 shall apply, upon the assertion of a claim for which either Party may be required to indemnify the other, the Party seeking indemnification shall promptly notify the other Party of such assertion, and shall keep the other Party advised with respect to all developments concerning such claim. The Party who may be required to indemnify shall have the option to participate with the Party seeking indemnification in the defense of such claim or to defend against said claim in its own name or in the name of the other Party. The Party seeking indemnification shall in no case confess any claim or make any compromise in any case in which the other Party may be required to indemnify it except with the other Party's prior written consent.

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(h) Notwithstanding any other provision of this Agreement to the contrary, neither Party to this Agreement shall be liable to the other Party or any Atlantic Indemnitee or other indemnitee for any indirect, special or consequential damages in relation to the subject matter of this Agreement or under any provision of this Agreement, even if advised of the possibility of the same.

(i) The Fund, and not Atlantic, shall be solely responsible for approval of the designation and compensation of the CCO, as well as for removing the CCO from the CCO's responsibilities related to the Fund in accordance with Rule 38a-1. Therefore, notwithstanding anything in this Agreement to the contrary, the Fund shall be responsible for supervising the activities of the CCO related to the Fund.

SECTION 4. COMPENSATION AND EXPENSES

(a) In consideration of the Services provided by Atlantic pursuant to this Agreement, the Fund shall pay Atlantic the fees set forth in a separate document agreed to from time to time by the Parties (the " Fee Schedule "). These fees shall be accrued by the Fund daily and shall be payable monthly in arrears on the second business day of each calendar month for services performed under this Agreement during the prior calendar month. Reimbursement shall be payable monthly in arrears on the second business day of each calendar month for services performed under this Agreement during the prior calendar month.

If fees begin to accrue in the middle of a month or if this Agreement terminates before the end of any month, all fees for the period from that date to the end of that month or from the beginning of that month to the date of termination, as the case may be, shall be prorated according to the proportion that the period bears to the full month in which the effectiveness or termination occurs. Upon the termination of this Agreement with respect to the Fund or a Class, the Fund shall pay to Atlantic such compensation as shall be payable prior to the effective date of termination.

(b) Notwithstanding anything in this Agreement to the contrary, Atlantic and its Affiliated Persons may receive compensation or reimbursement from the Fund with respect to (i) the provision of services not covered by this Agreement on behalf of the Fund in accordance with any Plan or Service Plan, (ii) the provision of Shareholder support or other services not covered by this Agreement, and (iii) service as a director of the Fund.

(c) In connection with the Services provided by Atlantic pursuant to this Agreement, the Fund agrees to reimburse Atlantic for the expenses set forth in the Fee Schedule. In addition, the Fund shall reimburse Atlantic for all expenses and employee time (at 150% of salary) attributable to any review, outside of routine and normal periodic reviews or other reviews provided for under this Agreement, of the Fund's accounts and records by the Fund's independent accountants or any regulatory body of which the Fund is first notified and that are not attributable to any grossly negligent action or inaction of Atlantic or any custodian that was (as of the relevant time period) an Affiliate of Atlantic.

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(d) Atlantic may, with respect to questions of Law relating to its Services hereunder, apply to and obtain the advice and opinion of counsel to the Fund or counsel to Atlantic. The costs of any such advice or opinion of counsel to the Fund shall be borne by the Fund, and Atlantic shall notify the Fund of any such advice for which the Fund bears the costs and shall cooperate with the Fund to ensure that such costs are reasonable.

SECTION 5. EFFECTIVENESS, DURATION, TERMINATION AND ASSIGNMENT

(a) This Agreement shall become effective as between Atlantic and the Fund on the date first above written (" Effective Date "). This Agreement shall continue in effect until terminated. This Agreement shall become effective with respect to a new Class on the later of the date that the Fund's Registration Statement with respect to such Class becomes effective. Upon effectiveness of this Agreement, it shall supersede all previous agreements between the parties hereto covering the subject matter hereof insofar as any such agreement may have been deemed to relate to the Fund.

(b) This Agreement shall continue in effect (i) until terminated in its entirety or (ii), with respect to the Services described in any one or more of the parts of Appendix A provided to the Fund, until terminated as to such Service (a " Partial Termination ").

(c) This Agreement may be terminated in its entirety or there may be a Partial Termination, without the payment of any penalty, with or without cause, at any time, by either Party on the date specified in a written notice to the other Party provided not less than (i) one hundred twenty (120) days if without cause and (ii) sixty (60) days if with cause, prior to the termination date specified in the notice, provided that in the event the Fund gives notice of a Partial Termination, Atlantic shall have thirty (30) days to deliver notice that it intends to terminate any remaining portion, or the entirety, of this Agreement (and any such notice from Atlantic shall be deemed to have been given as of the date of the original notice from the Fund and with the same effective date as that set forth in such notice from the Fund); provided further, that in the event Atlantic gives notice of termination or of a Partial Termination, the Board may delay the termination or Partial Termination for up to 60 days upon written notice to Atlantic and a finding that doing so is in the best interest of shareholders of the Fund.

In the event of a Partial Termination the Parties shall agree to compensation with respect to the non-terminated Services in accordance with the Change Control Process.

(d) Upon notice of termination by either Party of this Agreement, in its entirety or with respect to any Class or any Service provided to the Fund, Atlantic shall promptly transfer to any successor service providers the original or copies of all books and records maintained by Atlantic under this Agreement including, in the case of records maintained on computer systems, copies of such records in commercially reasonable, machine-readable form, and shall cooperate with, and provide reasonable assistance to, the successor service provider(s) in the establishment

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of the books and records necessary to carry out the successor service providers' responsibilities. Should the Fund exercise its right to terminate this Agreement, the Fund shall reimburse Atlantic for Atlantic's reasonable costs associated with the copying and movement of records and material to any successor Person, providing assistance to any successor Person in the establishment of the accounts and records necessary to carry out the successor's responsibilities and Atlantic's out-of-pocket costs incurred in the termination or modification of any agreements (including software and data licenses) with third parties that are used by Atlantic primarily for the purpose of providing Services to the Fund hereunder; provided, however, that, notwithstanding anything herein to the contrary, the Fund shall have no obligation to reimburse Atlantic for its costs if the Fund terminates this Agreement pursuant to clause (c) above with cause or if Atlantic terminates this Agreement pursuant to clause (c) above without cause (other than termination by Atlantic following a Partial Termination by the Fund as to which the Fund has reimbursement obligations).

(e) The provisions of SECTION 3, SECTION 4, SECTION 5, SECTION 7 (other than SECTION 7(a)), SECTION 14 and SECTION 16 shall survive any termination of this Agreement.

(f) Except as otherwise provided in this Agreement, neither this Agreement nor any rights or obligations under this Agreement may be assigned by any Party without the written consent of the other Party. This Agreement shall inure to the benefit of and be binding upon the parties and their respective permitted successors and assigns. Subject to prior notice to the Fund, Atlantic may, without further consent on the part of the Fund, (i) assign this Agreement to any Affiliate of Atlantic or (ii) subcontract for the performance of some or all of the Services required of it hereunder with any entity, including an Affiliate of Atlantic; provided however, that Atlantic shall be as fully responsible to the Fund for the acts and omissions of any assignee or subcontractor as Atlantic is for its own acts and omissions under this Agreement and that no such assignment or subcontract will increase the compensation payable by the Fund to Atlantic under this Agreement for the Services. Notwithstanding the foregoing, (A) Atlantic shall not be liable for the acts or omissions of (i) any Non-Discretionary Subcontractors or (ii) any assignee that is not an Affiliate of Atlantic provided that the Fund has consented to such assignment and (B) Atlantic may subcontract for the performance hereof with any of its Affiliates without prior notice; provided however , that Atlantic shall be as fully responsible to the Fund for the acts and omissions of such Affiliate as Atlantic is for its own acts and omissions and that no such subcontract will increase the compensation payable by the Fund to Atlantic under this Agreement for the Services.

SECTION 6. ADDITIONAL CLASSES OF SHARES

In the event that the Fund establishes one or more classes of Shares after the effectiveness of this Agreement, and subject to approval of the Board, each such class of Shares shall become a class of Shares of the Fund under this Agreement and shall be added to the Fee Schedule.

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SECTION 7. RECORDKEEPING; PROPRIETARY INFORMATION; CONFIDENTIALITY

(a) Atlantic shall prepare and maintain on behalf of the Fund the books and records detailed in the Appendices and such other records as are agreed from time to time in writing by Atlantic and the Fund (the " Fund Records "). The books and records maintained by Atlantic shall be prepared, maintained and, subject to SECTION 7(d) below, preserved by Atlantic in such form, for such periods and in such locations as may be required by the Laws applicable to the Fund, including Section 31 of the 1940 Act and Rule 38a-1 under the 1940 Act. The Fund Records in Atlantic's possession shall be the property of the Fund.

(b) Subject to Atlantic's then-current, reasonable confidentiality, security and data protection procedures, the Fund and its authorized representatives and any Governmental Authority with jurisdiction over the Fund shall have reasonable access to the Fund Records at all times during Atlantic's normal business hours. Upon the reasonable advance request of the Fund, an Authorized Person or the CCO, copies of Fund Records shall be provided by Atlantic to the Fund or its authorized representatives, provided that the Fund shall pay Atlantic's reasonable costs of copying the Fund Records.

(c) If Atlantic receives a request or demand from a third party, including a Governmental Authority with jurisdiction over the Fund, to inspect any Fund Records, Atlantic will endeavor to notify the Fund and to secure instructions from the Fund or an authorized representative about such inspection. Atlantic shall abide by such instructions for granting or denying the inspection; provided , that Atlantic may grant the inspection without instructions or in contravention of instructions if Atlantic is advised by counsel to Atlantic or the Fund that failure to do so is likely to result in liability to Atlantic; and provided, further, that in such event, Atlantic shall endeavor promptly to advise the Fund of such contrary advice, to the extent practicable in advance of any inspection.

(d) Upon termination of this Agreement, Atlantic shall, subject to payment of all undisputed amounts due to Atlantic hereunder and at the expense and direction of the Fund, transfer to the Fund or any successor service provider all Fund Records in the electronic or other medium in which such material is then maintained by Atlantic.

(e) The Fund acknowledges that the information provided by Atlantic pursuant to SECTION 12 of this Agreement, databases, computer programs, screen formats, report formats, interactive design techniques, and documentation manuals maintained by Atlantic on databases under the control and ownership of Atlantic or a third party retained by Atlantic constitute copyrighted, trade secret, or other proprietary information (collectively, " Proprietary Information ") of substantial importance to Atlantic or the third party. The Fund agrees to treat all Proprietary Information as proprietary to Atlantic and further agrees that it shall (i) maintain as confidential any Proprietary Information and (ii) cause its Authorized Persons and other officers, directors and representatives to treat as confidential any Proprietary Information, and Atlantic may request and shall receive from any such Persons an executed acknowledgement by them of such obligations.

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(f) The Fund and Atlantic (for purposes of SECTION 7(f) and SECTION 7(g), each a " Receiving Party ") agree to keep confidential all information disclosed by the other Party (for purposes of SECTION 7(f) and SECTION 7(g), each a " Disclosing Party "), including all forms and types of financial, business, marketing, operations, technical, economic, engineering and personnel information of the Disclosing Party, whether tangible or intangible.

(g) Notwithstanding any provision of this Agreement to the contrary, the Fund and Atlantic agree that the following information shall not be deemed confidential information: (i) information that was known to the Receiving Party before receipt thereof from or on behalf of the Disclosing Party; (ii) information that is disclosed to the Receiving Party by a third Person who has a right to make such disclosure without any obligation of confidentiality to the Party seeking to enforce its rights under this SECTION; (iii) information that is or becomes generally known in the trade without violation of this Agreement by the Receiving Party; or (iv) information that is independently developed by the Receiving Party or its employees or Affiliates without reference to the Disclosing Party's confidential information.

(h) Notwithstanding any provision of this Agreement to the contrary, Atlantic may: (i) provide information to Atlantic's counsel and to Persons engaged by Atlantic or the Fund to provide or support the provision of Services; (ii) provide information consistent with operating procedures that are customary with respect to the services in the industry; (iii) identify the Fund as a client of Atlantic for Atlantic's sales and marketing purposes; and (iv) provide information as approved by the Fund or its authorized representative.

(i) Atlantic acknowledges that certain Shareholder information made available by the Fund to Atlantic or otherwise maintained by Atlantic under this Agreement may be deemed nonpublic personal information under the Gramm-Leach-Bliley Act and other applicable privacy laws (collectively, " Privacy Laws "). Atlantic agrees (i) not to disclose or use such information except as required to carry out its duties under the Agreement or as otherwise permitted by law in the ordinary course of business; (ii) to limit access to such information to authorized representatives of Atlantic and the Fund; (iii) to establish and maintain reasonable physical, electronic and procedural safeguards to protect against access to such information by unauthorized Persons; and (iv) to cooperate with the Fund and provide reasonable assistance in ensuring compliance with such Privacy Laws to the extent applicable to either or both of the parties, including to the extent Atlantic maintains or otherwise possesses consumer report information for a business purpose, the proper disposal of such information.

(j) Atlantic shall establish and maintain commercially reasonable facilities and procedures for safekeeping of all records maintained by Atlantic pursuant to this Agreement.

SECTION 8. REPRESENTATIONS, WARRANTIES AND AGREEMENTS

(a) Representations, Warranties and Agreements of Atlantic . Atlantic represents, warrants and agrees to the Fund that:

(i) It is a limited liability company duly organized and existing under the laws of the State of Delaware and is in good standing in the States of Delaware and Maine.

(ii) It is empowered under Law applicable to Atlantic and by the documents pursuant to which it was formed as a limited liability company entity in the State of Delaware to enter into this Agreement and perform its duties under this Agreement.

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(iii) All requisite limited liability company proceedings have been taken to authorize it to enter into this Agreement and perform its duties under this Agreement.

(iv) It has access to the necessary facilities, equipment, and personnel to perform its duties and obligations, and assist the CCO in the performance of the CCO's duties and obligations, under this Agreement.

(v) This Agreement, when executed and delivered, will constitute a legal, valid and binding obligation of Atlantic, enforceable against Atlantic in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties.

(b) Representations, Warranties and Agrees of the Fund .The Fund represents, warrants and agrees to Atlantic that:

(i) It is a corporation duly organized and existing and in good standing under the laws of the State of Maryland.

(ii) It is empowered under Law applicable to the Fund and by its Organic Documents to enter into this Agreement and perform its duties under this Agreement.

(iii) All requisite corporate proceedings have been taken to authorize it to enter into this Agreement and perform its duties under this Agreement.

(iv) It is registered as an open-end management investment company under the 1940 Act.

(v) This Agreement, when executed and delivered, will constitute a legal, valid and binding obligation of the Fund, enforceable against the Fund in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties.

(vi) A registration statement under the Securities Act is currently effective and will remain effective, and appropriate state securities law filings have been made and will continue to be made, with respect to all Shares and Classes of the Fund being offered for sale, except to the extent that Atlantic is responsible for any of the foregoing under this Agreement and has failed to cause such filings to be made not as the result of the failure of a Dependency.

(vii) If the CCO is an employee of Atlantic or any of Atlantic's Affiliates, the CCO shall be covered by the Fund's Directors & Officers/Errors & Omissions insurance policy (the " Policy "), and the Fund shall use reasonable efforts to ensure that the CCO's coverage under the Policy is (a) reinstated should the Policy be cancelled; (b) continued after the CCO ceases to serve as the Fund's CCO on substantially the same terms as such coverage is provided for Fund officers after such individuals are no longer officers of the Fund; or (c) continued in the event the Fund merges, consolidates or terminates, on substantially the same terms as such coverage is provided for Fund officers (but for a period no less than six years). The Fund shall provide Atlantic with proof of current coverage, including a copy of the Policy, and shall notify Atlantic immediately should the Policy be cancelled or terminated.

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(viii) Each of the employees of Atlantic that serves or has served at any time as an officer of the Fund, including the CCO, President, Treasurer and the AML Compliance Officer, as applicable, is covered by the Policy and subject to the provisions of the Fund's Organic Documents regarding indemnification of its officers.

SECTION 9. FORCE MAJEURE

Atlantic shall not be responsible or liable for any failure or delay in performance of its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control including acts of civil or military authority, national emergencies, labor difficulties, fire, mechanical breakdowns, flood or catastrophe, acts of God, insurrection, war, riots or failure of the mails, transportation, communication or power supply. In addition, to the extent Atlantic's obligations hereunder are to oversee or monitor the activities of third parties, Atlantic shall not be liable for any failure or delay in the performance of Atlantic's duties caused, directly or indirectly, by the failure or delay of such third parties in performing their respective duties or cooperating reasonably and in a timely manner with Atlantic.

SECTION 10. ACTIVITIES OF ATLANTIC

Except to the extent necessary to perform Atlantic's obligations under this Agreement, nothing herein shall be deemed to limit or restrict Atlantic's right, or the right of any of Atlantic's managers, officers or employees who also may be a director, officer or employee of the Fund, or Persons who are otherwise affiliated Persons of the Fund to engage in any other business or to devote time and attention to the management or other aspects of any other business, whether of a similar or dissimilar nature, or to render services of any kind to any other Person.

SECTION 11. ANTI-MONEY LAUNDERING AND IDENTITY THEFT PROGRAMS

1. AML Program

(a) The Fund hereby appoints Atlantic TA as its agent as contemplated by 31 USC 5318 and Treasury Rules adopted pursuant to such law and delegates to Atlantic TA as its agent certain responsibilities required under the AML Program as further set out in the AML Program and as described below. Atlantic TA hereby accepts such appointment and delegation.

(b) In connection with such appointment, Atlantic TA represents and warrants to the Fund that Atlantic TA has adopted and implemented written policies and procedures ( "AM L Policies and Procedures ") reasonably designed to carry out the responsibilities delegated to Atlantic TA by the Fund under the Fund's AML Program, which procedures include:

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(i) verification of the identity of persons purchasing Shares of the Fund or otherwise becoming Shareholders of the Fund;

(ii) screening Shareholders before, or immediately following, the time when each becomes a Shareholder and regularly thereafter, against lists provided by the Office of Foreign Assets Control (" OFAC ") or other regulators as requested by the Financial Crimes Enforcement Network (" FinCEN ");

(iii) monitoring, and reporting to the Fund's Anti-Money Laundering Compliance Officer (" AMLCO "), any receipts on behalf of the Fund of more than $10,000 in currency (as defined by Treasury Rule 1010.100(m)), whether received in a single transaction or in a series of related transactions;

(iv) monitoring compliance with the "Travel Rule" (131 CFR 103.33(g));

(v) identifying correspondent accounts and applications subject to the due diligence requirements of Section 312 of the Patriot Act and prompt reporting of such identification to the AMLCO;

(vi) monitoring for any suspicious activity indicating the possibility of money laundering, financing of terrorist activities or criminal activities being conducted through the Fund;

(vii) maintaining the confidentiality of all information obtained, reviewed, developed and reported under the AML Policies and Procedures;

(viii) training all employees in complying with the AML Policies and Procedures; and

(ix) maintaining books and records with respect to all of the above.

2. Identity Theft Prevention Program

(a)The Fund hereby appoints Atlantic TA as its agent and delegates to Atlantic TA as its agent, certain responsibilities required of the Fund under Regulation S-ID promulgated by the SEC that require the Fund to establish a program reasonably designed to detect, prevent and mitigate identity theft with respect to the Fund Shareholders (the " Fund Identity Theft Prevention Program "). Atlantic TA hereby accepts such appointment and delegation.

(b)In connection with such appointment, Atlantic TA hereby represents and warrants to the Fund that it:

(i) has adopted and implemented written policies and procedures (" Identity Theft Policies and Procedures ") reasonably designed to comply with the requirements of Regulation S-ID that have been delegated to it by the Fund and to which Atlantic TA is otherwise subject;

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(ii) will provide prompt written notification to the Fund's Identity Theft Compliance Officer (" ITPCO ") of any transaction or combination of transactions that Atlantic TA reasonably believes, based on the Fund's Identity Theft Prevention Program, evidence identity theft activities in connection with the Fund or any Shareholder of the Fund;

(iii) will provide prompt written notification to the ITPCO of any account that Atlantic TA reasonably believes may be the subject of, or involved in, identity theft activities;

(iv) will provide immediate notification to the ITPCO of any activities, transactions or red flags that Atlantic TA, in its discretion, believes could indicate identity theft activities and will follow the directions of the ITPCO, CCO, AMLCO or the Board with respect to the monitoring or reporting of such activities, transactions or red flags; and

(v) will provide promptly to the ITPCO any reports received by Atlantic TA from any regulatory authority having jurisdiction over the Fund or Atlantic TA that relates to the Fund Identity Theft Prevention Program.

3. Agreements of Atlantic TA

(a) In connection with carrying out its responsibilities to the Fund under the AML Program and under the Fund Identity Theft Prevention Program, Atlantic TA agrees that it shall:

(i) provide, upon request by the Fund, or by any regulatory authority having jurisdiction over the Fund, information and records maintained by Atlantic TA as the agent of the Fund in carrying out the Fund AML Program or the Fund Identity Theft Prevention Program;

(ii) file any reports that the AMLCO or ITPCO directs Atlantic TA to file on behalf of the Fund, as the agent of the Fund under the AML Program or the Fund Identity Theft Prevention Program;

(iii) report to the AMLCO or ITPCO any information required to be reported under the AML Program or the Fund Identity Theft Prevention Program, or that Atlantic TA believes it reasonably should report to the Fund under either of the programs;

(iv) allow any regulatory authority having jurisdiction over the Fund, access to the books, records and personnel of Atlantic TA for the purposes of auditing or examining the activities of Atlantic TA conducted on behalf of the Fund under this Agreement;

(v) comply with, and carry out, any and all directions of the AMLCO, ITPCO or Board, to respond to requests for information from the Financial Crimes Enforcement Network ( FinCEN ) made on behalf of FinCEN or on behalf of any other authorized law enforcement agency;

(vi) comply with, and carry out, any and all directions of the AMLCO, ITPCO or Board or any regulator having jurisdiction over the Fund with respect to any account that has been identified as requiring to be held, monitored or closed, and shall not take any action contrary to the instructions of such party;

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(vii) provide information to the AMLCO or ITPCO within all time limits required by the AML Program or Fund Identity Theft Prevention Program to allow the Fund to make any filings or reports required by the Fund under such programs; or, if so directed by the Fund, to make such filings or reports on behalf of, as directed by, and with the consent of, the Fund.

(b) Atlantic TA has provided to the Fund a copy of the AML Policies and Procedures and a copy of its Fund Identity Theft Prevention Program Policies and Procedures adopted and implemented by Atlantic TA as of the date of this Agreement and Atlantic TA agrees to provide the Fund a copy of any material amendments to those policies and procedures promptly after the adoption of any such amendments.

(c) Atlantic TA shall review its AML Policies and Procedures and its Fund Identity Theft Prevention Program Policies and Procedures at least annually, to assure that no changes need to be made to them to assure compliance with the requirements of this Agreement.

(d) Atlantic TA agrees to provide to the Fund immediate reports of any material issues that have arisen, which would reasonably be expected to affect compliance by the Fund with the AML Program or Fund Identity Theft Prevention Program.

(e) Atlantic TA agrees to provide to the Board at least annually and more often if requested by the Board:

(i) a certification as to the compliance by Atlantic TA with the AML Policies and Procedures since the last certification;

(ii) the results of an annual independent review of compliance by Atlantic TA of the AML Policies and Procedures; and

(iii) a report of any material exceptions identified as a result of any internal or regulatory audit of the responsibilities carried out by Atlantic TA on behalf of the Fund under this SECTION 11.

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4. Agreements of the Fund

The Fund hereby represents and warrants to Atlantic TA as follows:

(a) The Fund has provided to Atlantic TA a copy of the Fund AML Policies and Procedures and a copy of the Fund Identity Theft Prevention Policies and Procedures adopted and implemented by the Fund as of the date of this Agreement; and the Fund agrees to provide to Atlantic TA a copy of any material amendments to those policies and procedures promptly after the adoption of any such amendments;

(b) The Fund agrees to provide to Atlantic TA the following as soon as reasonably possible

(i) any change to the identity or contact information of the AMLCO and the ITPCO;

(ii) the results of any regulatory audit or review of the AML Program or Fund Identity Theft Prevention Program that identifies problems or issues with the services provided by Atlantic TA under this Agreement;

(iii) any notifications from FinCEN with respect to any account that has been identified by FinCEN as requiring to be held, monitored or closed; and

(iv) any other information that the Fund believes should be delivered to Atlantic TA to carry out its obligations hereunder.

SECTION 12. AUDIT RIGHTS; COOPERATION WITH CHIEF COMPLIANCE OFFICER, OTHER SERVICE PROVIDERS AND INDEPENDENT ACCOUNTANTS

(a) Atlantic shall (i) measure, monitor and track the performance of the Services and (ii) report such performance to the Fund or a designated Authorized Person on a periodic basis in arrears in a form and with such frequency as may mutually agreed by the parties.

(b) Subject to the terms of this Agreement, Atlantic shall also provide to the CCO a copy of (i) any SSAE 16 or similar report obtained by Atlantic (or any Affiliated subcontractor of a material portion of the Services) with respect to its operations (and the operations of any such Affiliated subcontractor) related to the Services from time to time, (ii) the various reports as may from time to time be agreed by the CCO and Atlantic (which may be delivered by Atlantic or, as applicable, any Affiliated subcontractor of a material portion of the Services) with the frequency set forth therein, and (iii) Atlantic's (or such Affiliated subcontractors') compliance policies (" 38a-1 Manuals ") applicable to Atlantic's (or such Affiliated subcontractors') operations related to the Services (" Services Operations "), as amended from time to time.

(c) Upon the Fund's reasonable request and subject to Atlantic's then-current, reasonable confidentiality, security and data protection procedures, Atlantic will permit the CCO and other authorized representatives of the Fund to visit with the appropriate personnel at Atlantic (or such Affiliated subcontractors) in order to conduct due diligence on, audit, inspect or otherwise examine the Services Operations and the Atlantic Processes (collectively, " Reviews "). The Fund agrees that a Review may cover the entire scope of the Services Operations and will occur at Atlantic's (or such Affiliated subcontractors') facilities upon reasonable advance notice and will be scheduled to occur during regular business hours. The expenses incurred by a Person conducting a Review shall not be borne by Atlantic. The parties will cooperate to minimize the disruption associated with Reviews, including the scope and timing of such Reviews. On-site Reviews of Atlantic (or such Affiliated subcontractors) will be limited to two (2) Reviews per calendar year, except if and to the extent that material service, information security or compliance issues with respect to the Services Operations merit additional Reviews in the reasonable opinion of the CCO or a Review is requested in writing by an Adviser to the Fund.

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(d) Atlantic shall provide certifications about Atlantic's Services Operations in the form attached hereto as Appendices C-1 through C-3 with the frequency and to the Person(s) detailed in such Appendices, as they may be amended as agreed by the Parties taking into account industry standards for such certifications. At such other times as the Fund and Atlantic may agree, Atlantic shall provide reasonable, mutually acceptable, written certifications about such other matters as may be reasonably requested by the Fund and agreed by Atlantic.

(e) If Atlantic is notified in writing by a Governmental Authority that Atlantic (or any Affiliated assignee or subcontractor of a material portion of the Services) is in violation of any Law applicable to Atlantic (or such assignee or subcontractor) and related to the Services, Atlantic shall:

(i) determine whether such Law applies to Atlantic (or such assignee or subcontractor) and whether Atlantic (or such assignee or subcontractor) is in violation of such applicable Law;

(ii) provide the CCO (and each Executive Officer that requests such report) with a report identifying the cause of, and the intended procedure/steps for correcting or resolving, such violation and the timeline for completing such procedure/steps;

(iii) with respect to any such violation that is material, and if requested by the CCO or an Executive Officer, meet with the CCO or an Executive Officer to discuss such violation and such intended procedure/steps and timeline; and

(iv) implement the intended procedure/steps for correcting such failure.

Atlantic shall notify the CCO or an Executive Officer upon completing the intended procedure/steps for correcting any such failure or violation.

(f) Subject to the provisions of this Agreement (including the Fee Schedule, the Change Control Process and SECTION 7 related to confidentiality), Atlantic shall cooperate with the Executive Officers, the CCO and the Fund's independent public accountants and shall take reasonable action to make all necessary information available to the accountants for the performance of the accountants' duties.

(g) Notwithstanding any other provision of this Agreement to the contrary, to the extent Atlantic is under this Agreement (including the Appendices) required to deliver or provide data, information or reports to any Executive Officer or the CCO, Atlantic shall be deemed to have satisfied any such obligation if it has provided commercially reasonable access to a single database per Service containing the required data, information or report, which access may be granted subject to reasonable confidentiality and security requirements.

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SECTION 13. SERVICE DAYS

Nothing contained in this Agreement is intended to or shall require Atlantic, in any capacity under this Agreement, to perform any functions or duties on any day other than a business day of the Fund. Functions or duties normally scheduled to be performed on any day, which is not a business day of the Fund, shall be performed on, and as of, the next business day, unless otherwise required by Law.

SECTION 14. LIMITATION OF SHAREHOLDER AND DIRECTOR LIABILITY

The directors of the Fund and the Shareholders shall not be liable for any obligations of the Fund under this Agreement, and Atlantic agrees that, in asserting any rights or claims under this Agreement, it shall look only to the assets and property of the Fund in settlement of such rights or claims, and not to the directors of the Fund or the Shareholders.

SECTION 15. TAXES

Atlantic shall not be liable for any taxes, assessments or governmental charges that may be levied or assessed on any basis whatsoever in connection with the Fund or any Shareholder or any purchase of Shares, excluding taxes assessed against Atlantic for compensation received by it under this Agreement, unless the taxes, assessments or governmental charges are the result of acts or failures to act for which Atlantic would be liable under SECTION 3(a).

SECTION 16. MISCELLANEOUS

(a) Except for the Fee Schedule to add new Classes in accordance with SECTION 6, no provisions of this Agreement may be amended or modified in any manner except by a written agreement properly authorized and executed by both parties hereto.

(b) This Agreement shall be governed by, and the provisions of this Agreement shall be construed and interpreted under and in accordance with, the laws of the State of New York, without regard to the principles of conflicts of law.

(c) This Agreement constitutes the entire agreement between the parties hereto and, with respect to matters on or after the date hereof, supersedes any other agreement executed prior to the date hereof with respect to the subject matter hereof, whether oral or written.

(d) This Agreement may be executed by the parties hereto on any number of counterparts, and all of the counterparts taken together shall be deemed to constitute one and the same instrument. Electronic execution and delivery of this Agreement shall be valid and binding upon the parties.

(e) If any part, term or provision of this Agreement is held to be illegal, in conflict with any law or otherwise invalid, the remaining portion or portions shall be considered severable and not be affected, and the rights and obligations of the parties shall be construed and enforced as if the Agreement did not contain the particular part, term or provision held to be illegal or invalid.

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(f) All references herein to Sections and Appendices shall be deemed to be references to Sections of, and Appendices to, this Agreement unless the context requires otherwise. All Section headings, the table of contents, and the title page of this Agreement are for convenience of reference only and are not intended to interpret, define or qualify the meaning of any provision of this Agreement. Words in the singular include the plural and in the plural include the singular. The words "including", "includes", "included" and "include", when used, are deemed to be followed by the words "without limitation." Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words "hereof," "herein" and "hereunder" and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement.

(g) Notices, requests, instructions and communications received by the parties at their respective principal places of business, or at such other address as a Party may have designated in writing, shall be deemed to have been properly given.

(h) No Affiliated Person, employee, agent, director, officer or manager of Atlantic shall be liable at law or in equity for Atlantic's obligations under this Agreement.

(i) Each of the undersigned warrants and represents that they have full power and authority to sign this Agreement on behalf of the Party indicated and that their signature will bind the Party indicated to the terms hereof.

(j) Notwithstanding any provision of this Agreement to the contrary, Atlantic shall not be obligated to provide legal representation to the Fund, including through the use of attorneys that are employees of Atlantic.

(k) Each Appendix to this Agreement is part of the Agreement. In the event of any conflict between this Agreement and any Appendices, this Agreement shall control. To the extent Atlantic is required to deliver a report to the Fund under this Agreement, such obligation cannot be discharged by Atlantic delivering such report to itself or to an Affiliated subcontractor (including itself or such Affiliated subcontractor acting in any capacity under this Agreement other than in its capacity in delivering such report).

(l) Except as specifically set forth in SECTION 3(b) and SECTION 3(c), there are no third party beneficiaries of this Agreement.

(m) This Agreement shall be construed without regard to any presumption or other rule requiring construction against the party or parties that drafted this Agreement or caused it to be drafted.

[Remainder of Page Intentionally Blank]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed in their names and on their behalf by and through their duly authorized officers, as of the day and year first above written.

                 
        SOUND SHORE FUND, INC.  
           
        By:     /s/ T. Gibbs Kane, Jr.  
              T. Gibbs Kane, Jr.  
              President  
     
     
        ATLANTIC FUND ADMINISTRATION, LLC  
                 
        By:     /s/ Stacey E. Hong  
              Stacey E. Hong  
              President  
     
     
        ATLANTIC SHAREHOLDER SERVICES, LLC  
                 
        By:     /s/ Stacey E. Hong  
              Stacey E. Hong  
              President  

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Appendix A

Services

Part I. Fund Administration

Pursuant to SECTION 2(b) of the Agreement, Atlantic shall provide the following services, subject to the terms and conditions of the Agreement and this Appendix. With respect to the Fund, Atlantic shall:

1. Board Meetings and Board Reports

(a) Maintain a calendar of scheduled meetings of the Board;

(b) In connection with meetings of the Board or any committee thereof meeting at the same time as the Board:

(i) prepare materials for meetings of the Board or such committee, including (A) agendas reflecting the input and priorities of the Board or such committee, as applicable, (B) resolutions and (C) reports to the Board or such committee, as applicable, covering (1) the Fund's operations, and (2) reports reasonably requested by the Board or such committee about the Services and data in Atlantic's possession, and

(ii) in connection with the Board's obligations under section 15(c) of the 1940 Act, coordinate the delivery of Lipper or similar industry-recognized analyses of fund expenses and performance relative to relevant benchmarks and comparable funds;

(c) Distribute materials for meetings of the Board, including materials that have been approved or supplied by the Executive Officers, the CCO and Third Party Service Providers;

(d) Coordinate matters related to Adviser's and other Third Party Service Providers' contract renewals and assist in, gathering materials and information and analyses for;

(e) Provide consultation as may reasonably be requested by the Board or a Fund officer related to the operation of the Fund and regulatory aspects of the maintenance and liquidation or dissolution of the Fund;

(f) At the request of the Fund, provide one or more employees reasonably satisfactory to the Board to attend meetings of the Board or any committee thereof or and to record minutes with respect to such meetings; and

(g) Assist the Fund in soliciting proposals for and securing fidelity bond and director and officers/errors and omissions insurance and provide reasonable assistance to the board in connection therewith.

Appendix A-1


2 SEC Filings

(a) Based on information from the Fund and Third Party Service Providers, prepare for filing the following documents required of the Fund by the SEC ("SEC Filings") in either written or, if required or permitted, electronic format ( e.g., pursuant to EDGAR), including: (i) periodic and other requested updates to the Registration Statement on Form N-1A and supplements thereto, subject to approval by Fund Counsel (ii) Forms N-CSR, N-Q and N-SAR and any required financial data schedules, (iii) Form N-PX, (iv) Form 24f-2, (v) fidelity bond filings and (vi) if requested, and pursuant to mutually acceptable terms, proxy and information statements and related communications to Shareholders;

(b) Subject to prior execution by the Executive Officers when necessary in connection with such filing, file or cause to be filed with the SEC financial statements and other SEC Filings as required; provided that items 2(a)(i) and (vi) and the non-financial portions of Forms N-CSR and N-SAR shall have been reviewed by Fund Counsel (and such counsel shall not have objected to such filings), if applicable;

(c) Oversee the printing of SEC Filings that are intended to be distributed to Shareholders;

(d) Oversee the distribution of those 2(a) items that are to be provided to Shareholders; and

(e) Assist Fund Counsel in preparing and submitting SEC exemptive order requests and no- action letter requests.

(3) Compliance

(a) Reasonably assist the Board, Executive Officers, Adviser, the CCO and Fund Counsel with respect to regulatory compliance matters related to the Fund;

(b) Reasonably assist Adviser with daily post-trade compliance testing in accordance with the Fund's prospectus and statement of additional information;

(c) Reasonably assist the Fund and the CCO in developing or modifying compliance procedures for the Fund's 38a-1 Compliance Program;

(d) Prepare policies, procedures, committee charters and similar documents for review by Fund Counsel and approval by the Fund;

(e) Distribute Director/Officer Questionnaires annually or at such other more frequent intervals as may be requested by the Fund, and subject to approval by Fund Counsel;

(f) Produce standard quarterly compliance reports for delivery to the Fund, the Adviser and the CCO; and

(g) Coordinate examinations of the Fund by the staff of the SEC or other Governmental Authorities, including: (i) compiling data and other information in response to requests for information, (ii) assisting with the preparation of the Fund's responses to those examinations and

Appendix A-2


the responses to general communications from those authorities subject to approval by Fund Counsel and (iii) communicating with the Fund to provide status updates.

4. Organic Documents; Recordkeeping and Ministerial Matters

Subject to review by Fund Counsel as to items (a), (b) and (e) below (as appropriate) and execution by Executive Officers (when required), Atlantic shall:

(a) Prepare, file, amend as necessary and maintain the Fund's Organic Documents and minutes of the meetings of the Board, any committees thereof, and Shareholders;

(b) Prepare such filings as are necessary to maintain the Fund's existence and good standing under applicable state law;

(c) Maintain EDGAR, CUSIP, ticker, news media and tax identification number listings;

(d) Provide Persons reasonably suitable to the Fund to serve as ministerial officers of the Fund if requested to do so by the Fund;

(e) Assist and consult with the Fund's officers in the negotiation of agreements to which the Fund is a party that are related to the operations of the Fund; and

(f) Facilitate execution of Rule 22c-2 amendments to intermediary agreements to which the Fund is the primary party.

5. Expense Accounting

(a) Calculate, review and account for Fund expenses and report on Fund expenses on a periodic basis;

(b) Subject to review and approval of an Executive Officer or another Authorized Person, authorize the payment of Fund expenses and pay, from Fund assets, all proper bills of the Fund;

(c) Prepare Fund budgets, pro-forma financial statements, expense and profit/loss projections, and fee waiver/expense reimbursement projections on a periodic basis;

(d) Accrue expenses of the Fund according to this Agreement and submit changes to accruals and expense items to the Executive Officers for review and approval and make necessary and appropriate adjustments over such periods to reflect over-accruals and under-accruals of estimated expenses, or income;

(e) Monitor, if applicable, the Fund's expense limitation and provide the Executive Officers and the Adviser to the Fund with a periodic report regarding compliance with expense limitation in effect;

(f) Calculate and accrue fee waivers and expense reimbursements and invoice and collect expense reimbursements on behalf of the Fund; and

(g) Prepare financial statement expense information.

Appendix A-3


6. Financial Statements; other Financial Matters

(a) Prepare semi-annual and annual financial statements and oversee the production and distribution of those statements and any related reports to the Shareholders prepared by the Fund or the Adviser, as applicable;

(b) Calculate data with respect to yields, dividend yields, distribution rates, total returns and, consistent with the Change Control Process and industry standards, other information for dissemination to information services covering the investment company industry, for advertising and sales literature of the Fund and other appropriate purposes;

(c) Report Fund data to investment company industry survey companies; and

(d) Report applicable data to rating agencies (such as Standard & Poor's ) that rate the Fund.

7. Tax Matters

(a) Prepare Federal and state income and excise tax workpapers and provisions;

(b) Prepare and, subject to review by the Fund's auditors and execution by the Executive Officers or other appropriate officers of the Fund, file all Federal income and excise tax returns and state income and other tax returns, including any extensions or amendments, as agreed;

(c) With respect to Fund distributions:

(i) Calculate periodic income distributions and calculate capital gain distributions (in addition to typical calendar year end distributions);

(ii) Calculate required distributions to maintain the qualification of the Fund as a regulated investment company under the Internal Revenue Code of 1986, as amended (the "Code"); and

(iii) Oversee and coordinate the payment of distributions to Shareholders;

(d) Monitor, calculate and report to the Fund compliance with respect to Code Section 851(b) "good income" and "diversification" testing, report the tax status of distributions and prepare year-end Federal tax notice data;

(e) Prepare data for the Fund's financial statements, sixty (60) day shareholder tax notice disclosures, tax related footnotes and Statement of Position 95-3 ("ROCSOP") adjustments;

(f) Prepare and, with approval of the Fund, distribute to appropriate parties notices announcing the declaration of distributions to Shareholders;

(g) As may be required, prepare periodic capital gain analyses based on book numbers adjusted for prior year unpaid spillback distribution requirements and capital loss carryforwards; and

Appendix A-4


(h) Prepare, as may be required, short- and long-term gain reports for the Adviser for Fund year-end capital gain tax planning.

8. Shareholder Voting

(a) Assist in the identification of and oversee the activities of proxy solicitation firms, subject to request of the Board or a Fund Officer;

Part II. Fund Accounting

Pursuant to SECTION 2(b) of the Agreement, Atlantic shall provide the following services, subject to the terms and conditions of the Agreement and this Appendix:

1. Services Related to Calculation of Accounting Items, Determination of NAV and Maintenance of a General Ledger

(a) Calculate the net asset value per Share ("NAV") on each Fund business day or with such frequency as is required to facilitate trading of the Shares, but no more frequently than once each Fund business day.

(b) Calculate each item of income, expense, deduction, credit, gain and loss, if any, and process the Fund's stated expense ratio as required by the Fund and the Adviser and in conformance with U.S. generally accepted accounting principles ("GAAP"), the SEC's Regulation S-X (or any successor regulation) and the Code;

(c) Allocate income and expense and calculate the NAV of each Class in accordance with the relevant provisions of the applicable Prospectus of the Fund, applicable regulations and GAAP;

(d) Calculate the yield, effective yield, tax equivalent yield and total return for the Fund, and each class thereof, as applicable, and such other measure of performance as may be agreed upon between the parties hereto;

(e) Prepare and record once daily, as of the time when the NAV of the Fund is calculated or at such other time as otherwise directed by the Fund, either (i) a valuation of the assets and liabilities of the Fund (unless otherwise specified in or in accordance with the Fund's portfolio securities valuation procedures, based upon the use of third party securities pricing services normally used and contracted for this purpose by Atlantic in the case of securities for which information and market price or yield quotations are readily available, and based upon evaluations conducted in accordance with the Fund's instructions in the case of all other assets and liabilities) or (ii) a periodic calculation confirming that the market value of the Fund's net assets does not deviate from the amortized cost value of those assets by more than a specified percentage; and

(f) Maintain the Fund's general ledger and record all income, gross expenses, capital share activity and cash and security transactions of the Fund.

Appendix A-5


2. Services Related to Reporting of Data and Provision of Other Information

(a) Provide the Fund and such other persons as the Fund may direct with standard fund reporting available through Atlantic's Internet reporting application or other delivery arrangements used from time to time by Atlantic;

(b) Provide appropriate records to assist the Fund's independent accountants and such other persons as the Fund may direct;

(c) Provide information typically supplied in the investment company industry to the Fund's transfer agent;

(d) Transmit the NAVs and dividend factors of the Fund to such persons as directed by the Fund or the Adviser;

(e) Provide the Fund and such other persons as the Fund may direct with the data requested by the Fund that is required to update the Registration Statement;

(f) Provide the Fund, the Adviser, the independent accountants for the Fund, and such other persons as the Fund may direct data maintained by Atlantic requested with respect to the preparation of the Fund's income, excise and other tax returns;

(g) Provide the Fund, the Adviser, the independent accountants for the Fund, and such other persons as the Fund may direct, and explain as required, unadjusted Fund data directly from the portfolio accounting system for any Fund business day and other data reasonably requested for the preparation of the Fund's semi-annual and annual financial statements;

(h) Transmit to and receive from the Fund's transfer agent appropriate data to reconcile daily Shares outstanding and other data;

(i) Transmit to and receive from the Fund's custodian appropriate data to reconcile daily cash; and

(j) Provide such other industry standard reports regarding the Fund maintained by Atlantic as reasonably requested by the CCO.

3. Services Related to Distributions and Reconciliation of Data

(a) Process all distributions as directed by the Fund or its agents;

(b) Reconcile cash and portfolio positions daily with the Fund's custodian;

(c) Verify receipt of and review for reasonableness investment trade instructions when received from an Adviser;

(d) Maintain individual ledgers and historical tax lots for each security; and

(e) Distribute net asset values, NAVs and distributions to NASDAQ; and, as agreed, other reporting agencies.

Appendix A-6


4. Services Related to Recordkeeping and Reporting

(a) Prepare and maintain on behalf of the Fund the following books and records of the Fund, and each Class, pursuant to Rule 31a-1 under the 1940 Act (the "Rule"):

(i) Journals containing an itemized daily record in detail of all purchases and sales of securities, all receipts and disbursements of cash and all other debits and credits, as required by subsection (b)(1) of the Rule;

(ii) General and auxiliary ledgers reflecting all asset, liability, reserve, capital, income and expense accounts, as required by subsection (b)(2) of the Rule (but not including the ledgers required by subsection (b)(2)(iv) of the Rule);

(iii) Separate ledger accounts required by subsection (b)(2)(ii) and (iii) of the Rule;

(iv) To the extent received, a record of each brokerage order given by or on behalf of the Fund for, or in connection with, the purchase or sale of securities, and all other portfolio purchases or sales, as required by subsections (b)(5) and (b)(6) of the Rule;

(v) A record of all options, futures, swaps or other derivatives, if any, in which the Fund has any direct or indirect interest or which the Fund has granted or guaranteed and a record of any contractual commitments to purchase, sell, receive or deliver any property, as required by subsection (b)(7) of the Rule;

(vi) A monthly trial balance of all ledger accounts (except shareholder accounts) as required by subsection (b)(8) of the Rule; and

(vii) All other records required by the Rule or any successor rule or pursuant to interpretations thereof to be kept by open-end management investment companies, but limited to those provisions of the Rule applicable to portfolio transactions and as agreed upon between the parties hereto.

Part III. Transfer Agency

Pursuant to SECTION 2(b) and SECTION 11 of the Agreement, Atlantic shall provide the following services, subject to the terms and conditions of the Agreement and this Appendix:

1. General.

Provide transfer agent services, dividend disbursing agent services, shareholder support services and, as relevant, services in connection with accumulation, open-account or similar plans (including without limitation any periodic investment plan or periodic withdrawal program) that in each case are customary for open-end, management investment companies, including the following:

Appendix A-7


(a) Set up Shareholder account information, including, as applicable, name, address, dividend option, taxpayer identification numbers, privileges and wire instructions;

(b) Maintain all Shareholder account information changes;

(c) Prepare Shareholder meeting lists;

(d) Deliver proxies and related materials to direct Shareholders and make the same available for intermediaries (subject to instructions from intermediaries or their agents, or information from reputable third parties that maintain such information ( e.g., Broadridge));

(e) Deliver Shareholder reports and prospectuses to direct Shareholders and make the same available for intermediaries (subject to instructions from intermediaries or their agents, or information from reputable third parties that maintain such information ( e.g., ADP, Broadridge));

(f) Withhold taxes on U.S. resident and non-resident alien accounts;

(g) Prepare and file U.S. Treasury Department Forms 945, 1042, 1099 and 5498 with respect to distributions for Shareholders;

(h) Prepare and mail confirmation statements in compliance with Rule 10b-10 of the 1934 Act and statements of account to Shareholders for all purchases and redemptions of Shares and other confirmable transactions in Shareholder accounts;

(i) Prepare and mail activity statements and other routine communications to Shareholders;

(j) Provide Shareholder account information;

(k) Provide data regarding broker commissions and providing related reports to the Fund's distributor;

(l) Calculate the Fund's fees under Rule 12b-1 plans and provide related reports to the Fund's distributor;

(m) Transmit to the Fund's fund accounting service provider appropriate data to allow the service provider's daily reconciliations of cash, Shares outstanding and other data;

(n) Maintain and follow an open account, closed account and purged account procedure; and

(o) Provide standard information reporting based on data maintained by Atlantic as reasonably requested by the CCO.

2.1 Purchase, Redemption and Transfer of Shares

(a) Receive for acceptance orders for the purchase of Shares and promptly deliver payment and appropriate documentation to the custodian for the Fund;

(b) Pursuant to purchase orders, issue the appropriate number of Shares and hold such Shares in the appropriate Shareholder account;

Appendix A-8


(c) Receive for acceptance redemption requests and deliver the appropriate documentation to the custodian for the Fund;

(d) As and when it receives monies paid to it by the Custodian with respect to any redemption, pay the redemption proceeds as required by the Prospectus pursuant to which the redeemed Shares were offered and as instructed by the redeeming Shareholders;

(e) Effect transfers of Shares upon receipt of appropriate instructions from Shareholders; and

(f) Process "as of" transactions relating to transaction in Fund shares consistent with 38a-1 Manuals as in effect from time to time and any further instructions received from the Fund and as set forth in Schedule I attached hereto.

2.2 Notes and Conditions to Purchase, Redemption and Transfer of Shares:

(a) Process requests to purchase, redeem and transfer shares of the Fund shall be subject to Atlantic's and the Fund's anti-money-laundering ("AML") program;

(b) Atlantic may require any or all of the following in connection with the original issue of Shares: (i) instructions requesting the issuance, (ii) evidence that the Board has authorized the issuance, (iii) any required funds for the payment of any original issue tax applicable to such Shares, and (iv) an opinion of Fund Counsel regarding the legality and validity of the issuance;

(c) Issue Shares in accordance with the terms of the Fund's or Class' Prospectus after Atlantic or its agent receives either of the following, in each case in good order and with such additional items or materials as may be required by the Policies and Procedures, Atlantic's operational procedures and/or the Fund's AML Program:

(i) (A) an instruction directing investment in the Fund or Class, (B) a check (other than a third party check) or a wire or other electronic payment in the amount designated in the instruction and (C), in the case of an initial purchase, a completed account application; or

(ii) the information required for purchases pursuant to a selected dealer agreement, processing organization agreement, or a similar contract with a financial intermediary;

(d) Shareholder payments shall be considered Federal Funds no later than on the day indicated below unless other times are noted in the Prospectus of the Fund or applicable Class:

(i) for a wire received, at the time of the receipt of the wire;

(ii) for a check drawn on a member bank of the Federal Reserve System, on the next Fund business day following receipt of the check; and

(iii) for a check drawn on an institution that is not a member of the Federal Reserve System, at such time as Atlantic is credited with Federal Funds with respect to that check; and

Appendix A-9


(e) In registering transfers of Shares, Atlantic may rely upon the Uniform Commercial Code as in effect in the State of Maryland or any other statutes that, in the opinion of Atlantic's counsel, protect Atlantic and the Fund from liability arising from (i) not requiring complete documentation, (ii) registering a transfer without an adverse claim inquiry, (iii) delaying registration for purposes of such inquiry or (iv) refusing registration whenever an adverse claim requires such refusal. As Transfer Agent, Atlantic will be responsible for delivery to the transferor and transferee of such documentation as is required by the Uniform Commercial Code.

3. Processing Distributions

Prepare and, subject to receipt of good funds therefor from the custodian for the Fund, transmit to Shareholders (or credit the appropriate Shareholder accounts) payments for all distributions declared by the Fund with respect to Shares of the Fund.

4. Anti-Money Laundering ("AML") Services

As agent of the Fund, perform the following anti-money laundering services and the related recordkeeping required by the Fund's AML Program, (the "AML Services") with respect to Shareholder accounts maintained by Atlantic pursuant to the Agreement and in accordance with the Fund's AML Program:

(a) Reasonably cooperate with the Fund's AML Compliance Officer in the performance of that person's responsibilities;

(b) Verify shareholder identity upon opening new customer accounts in accordance with Sections 312 and 326 of the USA PATRIOT Act (the "Patriot Act") and any regulations thereunder;

(c) Monitor Shareholder transactions and identify and report suspicious activities that are required to be so identified and reported, in each case consistent with the Fund's AML Program;

(d) Review all new accounts and registration maintenance transactions against the Office of Foreign Asset Control ("OFAC") database and other such lists or databases of trade restricted individuals or entities as may be required from time to time by applicable Law, including review of such Shareholder information upon changes to such databases;

(e) Follow the Fund's policies with respect to the acceptance of cash equivalents and third party checks; provided, however, that unless the parties agree otherwise under no circumstance will Atlantic accept a corporate third party check;

(f) Place holds on transactions in Shareholder accounts or freeze Shareholder accounts, as provided in the Fund's AML Program and in accordance with the Patriot Act and OFAC regulations;

(g) (i)subject to the Change Control Process, maintain reasonably adequate policies, procedures and internal controls that are consistent with the Fund's AML Program as in effect from time-to-time, (ii) conduct (or have a third party conduct) an independent review of its AML policies and procedures at least annually and provide the report of such independent review to

Appendix A-10


the Fund and the AML Compliance Officer; and (iii) maintain a reasonable, ongoing training program with respect to its own personnel relating to AML matters;

(h) Review all new and existing accounts against lists provided by the Financial Crimes Enforcement Network, a bureau of the U.S. Department of the Treasury ("FinCEN") as set out in Section 314 of the Patriot Act and any regulations thereunder;

(i) Furnish the Fund its written policies and procedures concerning AML services rendered by Atlantic to its various clients and notify the Fund of any changes to its AML policies and procedures that individually or in the aggregate would materially impact the Fund's AML Program;

(j) Make its relevant personnel available to meet or speak with the Board concerning the AML Services at such intervals as may be reasonably necessary or appropriate; and

The Fund authorizes Atlantic TA to take such actions in the performance of the AML Services as Atlantic deems appropriate and consistent with the Fund's AML Program and applicable AML Law.

5.1 Payments to Financial Intermediaries, Redemption Fees

(a) Track Shareholder accounts by financial intermediary source and otherwise as reasonably requested by the Fund as well as rights of accumulation and purchases made under letters of intent and to provide periodic reporting thereof to the Fund;

(b) Calculate, report to the Fund and receive from Shareholders or debit Shareholder accounts for sales commissions, including sales loads, contingent deferred, deferred and other sales charges, and service fees ( e.g., wire redemption charges);

(c) Calculate, report to the Fund and to the Adviser and, subject to receipt of good funds, transmit payments to underwriters, selected dealers and others for commissions, service fees and other payments due from the Fund or any distributor; and

(d) Calculate, report to the Fund and withhold redemption fees and pay the amount of any redemption fees to the Fund.

5.2 Notes and Conditions to Financial Intermediaries Services

Atlantic is authorized to conduct transactions through Fund/SERV and Networking for the Fund subject to the terms of this Agreement. Fund/SERV and Networking are services sponsored by the NSCC and as used herein have the meanings as set forth in the then current edition of NSCC Rules and Procedures published by NSCC or such other similar publication as may exist from time to time.

(a) If the Fund fails to settle any trade of Shares (a "settlement failure") transacted over the FundServ network, the Fund or the Adviser shall, prior to one hour before the next settlement of Shares, (i) notify Atlantic about the settlement failure and (ii) provide Atlantic with a description of the specific remedial and prospective actions proposed to be taken by the Fund or the Adviser

Appendix A-11


in order to remedy such settlement failure and avoid any settlement failures in the future (a "remediation plan"). If (i) the Fund or the Adviser fails to notify Atlantic about a settlement failure on a timely basis and (ii) the Fund or the Adviser fails to deliver the remediation plan on a timely basis, or (iii) the remediation plan is inadequate (in Atlantic's reasonable opinion), then, upon written notice to the Fund, Atlantic may terminate the performance of any Services rendered to the Fund under Section 5.1 of this Appendix A (Part III) immediately and without penalty;

(b) If Atlantic is or, in Atlantic's reasonable opinion Atlantic may be, subject to any disciplinary action by NSCC, including fine or censure, expulsion, suspension, limitation of or restriction on activities, functions, and operations (collectively, an "NSCC sanction") that is proximately caused by conduct of the Fund or its agents (other than Atlantic) that contravenes this Agreement or that contravenes any agreement between the Fund and NSCC, then Atlantic may, in its sole discretion, demand in writing that the Fund provide Atlantic with adequate assurances specifying any remedial and prospective actions to be taken in order to remedy or avoid the NSCC sanction. If the Fund does not within seven (7) days of such demand provide adequate assurances satisfactory to Atlantic in response to any NSCC sanction, then, upon written notice to the Fund, Atlantic may terminate the performance of any Services rendered to the Fund under Section 5.1 of this Appendix A (Part III) immediately and without penalty; and

(c) Notwithstanding the foregoing, Atlantic may terminate the performance of any Services rendered the Fund under Section 5.1 of this Appendix A (Part III) immediately and without penalty upon written notice to the Fund if Atlantic is subject to more than one NSCC sanction by NSCC during the term of this Agreement, that are proximately caused by conduct of the Fund or its agents (other than Atlantic).

6. Blue Sky; Escheatment

(a) Monitor sales of Shares for compliance with state blue sky laws;

(b) Register or prepare applicable filings with respect to the Shares with the various state and other securities commissions of the United States and its territories, and advise the distributor of the Fund as soon as possible of changes in the Fund's blue sky status;

(c) Calculate the total number of Shares of the Fund and each Class sold in each reporting jurisdiction authorized by the Fund;

(d) Monitor and prepare and make appropriate filings with respect to the escheatment laws of the various states and territories of the United States; and

(e) Perform such services as are required in order to comply with Rule 17Ad-17 of the 1934 Act (the "Lost Shareholder Rules"), including those set forth below:

(i) documentation of search policies and procedures;

(ii) execution of required searches;

Appendix A-12


(iii) tracking results and maintaining data sufficient to comply with the Lost Shareholder Rules; and

(iv) preparation and submission of data required under the Lost Shareholder Rules.

7. Recordkeeping and Reporting; Facilities

(a) Record the issuance of Shares and maintain pursuant to Rule 17Ad-10(e) under the 1934 Act a record of the total number of Shares of the Fund and each Class, that are authorized, based upon data provided to it by the Fund, and are issued and outstanding and provide the Fund on a regular basis a report of the total number of Shares that are authorized and the total number of Shares that are issued and outstanding;

(b) Maintain records of account for and provide reports and statements to the Fund and Shareholders about the matters covered by this Appendix A (Part III);

(c) Establish and maintain facilities and procedures reasonably acceptable to the Fund for the safekeeping, control, preparation and use of check forms, and facsimile signature imprinting devices as well as all records maintained by Atlantic pursuant to this Agreement; and

(d) In addition to other references herein regarding records to be maintained regarding shareholders, transactions, accounts, and Fund operations, Atlantic maintain such records as (i) may be required by the Laws applicable to Atlantic and (ii) are prudently and customarily maintained by third-party transfer agents for open-end, management investment companies registered under the 1940 Act.

8. Omnibus Account Transaction Monitoring

If the optional Rule 22c-2 support services are to be provided with respect to the Fund, perform the following with respect to omnibus Shareholder accounts:

(a) Identify omnibus Shareholder accounts;

(b) Analyze trading activity to determine if arbitrage opportunities exist triggering underlying account transaction data request of an intermediary;

(c) Manage the request and flow of underlying data;

(d) Customize file feed/format translations;

(e) Store underlying account transaction data;

(f) Apply the Fund's market timing rules upon receipt of the underlying account transaction data to flag violations;

(g) Report "red flag" violations to the Fund and CCO; and

(h) Provide standard report package for on-going review and monitoring of data.

Appendix A-13


Appendix B

Dependencies

Atlantic's delivery of the Services is dependent upon:

(a) The Fund and its Authorized Officers (i) responding to requests for instructions promptly and (ii) with respect to Authorized Officers, executing such documents as are required to be executed by such persons promptly, provided they are given reasonable advance notice of the requirement to do the same.

(b) All instructions from the Fund or its Authorized Officers are complete, validated and authenticated in accordance with procedures in place from time to time between the Fund and Atlantic, and instructions that are amended or cancelled by the Fund are done so in accordance with procedures agreed from time to time between the Fund and Atlantic.

(c) The communications systems operated by the Fund or its other service providers in respect of activities that interface with the Services remaining fully operational, to the extent that the operations of said system have an impact on the ability of Atlantic to provide the Services.

(d) The authority, accuracy, truth and completeness of any information or data provided by or on behalf of the Fund by Authorized Officers or Third Party Service Providers that is reasonably requested by Atlantic or is otherwise provided to Atlantic in connection with the provision of the Services. Without limitation of the foregoing, (i) market data, portfolio trade information and custodian information and counterparty information required to validate instructions from the Fund or perform any reconciliation service must be available, authorized, complete and correct; (ii) when the Fund has to provide information to allow pricing functions to be performed ( e.g., fair market value prices), this is done by the applicable cut-off time and (iii) when a Third Party Service Provider (including an Adviser or any subadvisor) is required to deliver any information or report, this is done by the applicable cut-off time.

(e) The validity and enforceability of all Third Party Contracts, and the Fund and such third parties remaining in compliance with their respective obligations thereunder, and the Fund taking all reasonable steps to enforce the terms of such contracts, to the extent that such validity, enforceability and compliance have an impact on the ability of Atlantic to provide the Services.

(f) The Fund informing Atlantic on a timely basis of any modification to, or replacement of, any Policy or Procedures of the Fund or any contract to which it is a party that is relevant to the provision of the Services (in each case to the extent not known to Atlantic acting as administrator).

B-1


Appendix C-1

Form of Quarterly Certification to Fund CCO

Re: Rule 38a-1 Certification for the Sound Shore Fund, Inc. (the "Fund")

To the Chief Compliance Officer of Sound Shore Fund, Inc.:

In connection with its Services Agreement (the "Services"), Atlantic Fund Administration, LLC (together with its subsidiaries "Atlantic") is providing this certification for the Fund with respect to the period [Date - Date] (the "Period") for the purpose of assisting you in meeting the requirements of Rule 38a-1 under the Investment Company Act of 1940, as amended ("Rule 38a- 1").

In relation to the Services provided, Atlantic represents that to the best of its knowledge:

1) Atlantic has adopted and implemented written policies and procedures (the "Procedures") that are reasonably designed to prevent the violation of the federal securities laws (as defined under Rule 38a-1) by the Funds.

2) With respect to the Funds, to the best of Atlantic's knowledge after due inquiry, the items listed on Exhibit B represent compliance matters that have come to Atlantic's attention during the Period, and may or may not reasonably be deemed material (as defined under Rule 38a-1). We note that you may have already been notified by Atlantic of other compliance matters in the due course of business. In addition, except as otherwise noted, there is nothing that has come to Atlantic's attention to indicate that the Procedures are not effective in all material respects in relation to violations of federal securities laws that they were designed to prevent.

Sincerely,

C-1


Appendix C-2

Form of Quarterly Certification to Fund AML Compliance Officer

Re: Anti-Money Laundering Policies and Procedures Certification for Sound Shore Fund, Inc. (the "Fund")

To the Anti-Money Laundering Compliance Officer of Sound Shore Fund, Inc.:

In an effort to assist the Fund in compliance with its Anti-Money Laundering requirements, Atlantic Shareholder Services, LLC ( "Atlantic") is providing this certification with respect to the period [Date - Date] (the "Period").

Atlantic represents that to the best of its knowledge:

1) Atlantic has adopted a anti-money laundering policies and procedures (the "AML Policies and Procedures") that include, to the extent reasonable and practical: (A) written policies, procedures, and controls to detect and prevent money laundering; (B) a designated compliance officer with authority to oversee the implementation of the AML Policies and Procedures; (C) an ongoing training program for employees of Atlantic, Atlantic Fund Administration, LLC ("Parent") and the other subsidiaries of Parent; and (D) annual audits of the AML Policies and Procedures.

2) The AML Policies and Procedures meet applicable regulatory requirements with respect to the services provided by Atlantic to the Fund.

3) For the Period with respect to the Fund, Atlantic has not encountered any material violations of the AML Policies and Procedures.

4) Atlantic has communicated to the Fund's designated Anti-Money Laundering Compliance Officer, on an ongoing basis, those items required to be communicated by Atlantic under the AML Policies and Procedures. Except as otherwise noted in Exhibit B, with respect to Fund activity during the Period, Atlantic confirmed no matches to applicable lists issued by Office of Foreign Assets Control ("OFAC") or other relevant sanctioning bodies and Atlantic has filed with FinCEN any Suspicious Activity Reports ("SAR-SFs") that the designated Anti-Money Laundering Compliance Officer of the Fund has requested Atlantic to so file.

5) Atlantic has provided a copy of the AML Policies and Procedures to the designated Anti- Money Laundering Compliance Officer of the Fund and will provide copies of any future material amendments.

Sincerely,

C-2


Appendix C-3

Form of Periodic Certification to Fund Executive Officers

Re:Sarbanes-Oxley [N-Q/N-CSR] Certification for Sound Shore Fund, Inc. (the "Fund")

To the Principal Executive Officer and Principal Financial Officer of Sound Shore Fund, Inc.:

In connection with its Services Agreement (the "Agreement"), Atlantic Fund Administration, LLC (together with its subsidiaries "Atlantic") is providing this sub-certification for the Fund with respect to the period [ Date - Date ] (the "Period") for the purpose of assisting you with the certification requirements of the Sarbanes-Oxley Act of 2002 in connection with Form [N-Q/N- CSR] (the "Report") to be filed by the Fund with the Securities and Exchange Commission for the Period.

In relation to the services provided by Atlantic under the Agreement, Atlantic represents that to the best of its knowledge:

1. Atlantic is responsible for the design and operation of Atlantic's internal controls relating to the services that it provides for the Fund.

2. For the Period, Atlantic is not aware of any significant deficiencies or material weaknesses in the design or operation of internal controls over financial reporting for which Atlantic is responsible under the Agreement that are likely to adversely affect the Fund's ability to record, process, summarize or report financial information.

3. For the Period, there have been no material changes with respect to the design or operation of the internal controls of Atlantic related to the services provided by Atlantic under the Agreement.

4. For the Period, Atlantic is not aware of any instances of fraud involving employees of Atlantic who have significant roles with respect to the Fund's internal controls over financial reporting.

Sincerely,

C-3


                 
 

Dechert

L L P

         

1095 Avenue of the Americas
New York. NY 10036-6797

+ 1 212 698 3500 Main

+1 212 698 3599 Fax

www.dechert.com

 

April 29, 2016

Sound Shore Fund, Inc
3 Canal Plaza, Suite 600
Portland, Maine 04101

           
  Re:     Post-Effective Amendment to Registration Statement on Form N-1 A  
        File Nos. 002-96141 and 811-04244  

Dear Ladies and Gentlemen:

We have acted as counsel for Sound Shore Fund, Inc., a Maryland corporation (the "Fund"), in connection the filing of Post- Effective Amendment No. 49 to the Fund 's registration statement on Form N-1A under the Securities Act of 1933, as amended, (the "1933 Act") and Amendment No. 43 under the Investment Company Act of 1940, as amended relating to the issuance and sale by the Fund or its authorized shares of Investor Class Common Stock and Institutional Class Common Stock (the "Registration Statement").

This opinion is limited to the laws of the State of Maryland, and we express no opinion with respect to the laws of any other jurisdiction. Further, we express no opinion as to compliance with any state or federal securities laws, including the securities laws of the State of Maryland .

In connection with the opinions set forth herein, we have examined originals or copies of the following Fund documents: the Fund 's Articles of Incorporation dated February 15, l985, and the Fund 's Articles of Amendment and related Articles Supplementary, each dated October 23, 2013 as filed with the State Department of Assessments and Taxation (together, the "Charter"); the Fund 's By-Laws; and such other Fund records, certificates, resolutions and documents that we have deemed relevant in order to render the opinion expressed herein, including resolutions of the Board of Directors of the Fund authorizing the issuance of the shares subject to the Registration Statement. In addition, we have reviewed and relied upon a Certificate of Status issued by the State Department of Assessments and Taxation verifying that the Fund is in good standing (the "Certificate of Good Standing").

In rendering this opinion we have assumed, without independent verification, (i) the due authority of all individuals signing in representative capacities and the genuineness of


                 
 

Dechert

L L P

          Sound Shore Fund, Inc.
April 29, 2016
Page 2
 

signatures; (ii) the authenticity, completeness and continued effectiveness of all documents or copies furnished to us; (iii) that any resolutions provided to us have been duly adopted by the Fund 's Board of Directors; (iv) that the facts contained in the instruments and certificates or statements of public officials, officers and representatives of the Fund on which we have relied for the purposes of this opinion are true and correct; and (v) that no amendments, agreements, resolutions or actions have been approved, executed or adopted which would limit, supersede or modify the items described above. Where documents are referred to in resolutions approved by the Board of Directors, or in the Registration Statement, we have assumed such documents are the same as in the most recent form provided to us, whether as an exhibit to the Registration Statement or otherwise.

Based upon the foregoing, we are of the opinion that:

i.   The Fund has authority to issue 100,000,000 shares each of the Investor Class and the Institutional Class of its Common Stock, par value $0.001 per share (the "Shares"); and

ii.   Assuming that the Fund or its agent receives consideration for the Shares of Stock in accordance with the terms of the prospectus forming a part of the Fund's Post-Effective Amendment No. 49 to its registration statement or upon conversion of one class of Shares for the other as provided in the Charter, the Shares, when sold, will be legally issued, fully paid and non-assessable by the Fund .

In rendering the opinion above, insofar as it relates to the valid existence of the Fund, we have relied solely on the Certificate of Good Standing, and such opinion is limited accordingly and is rendered as of the date of such Certificate.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement, to be filed with the Securities and Exchange Commission, and to the use of our name in the Registration Statement. In giving such consent, however, we do not admit that we are within the category of persons whose consent is required by Section 7 of the 1933 Act or the rules and regulation s thereunder.

Very truly yours,

/s/ Dechert LLP
Dechert LLP

22203608.1


CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Post-Effective Amendment No. 49 to Registration Statement No. 002-96141 on Form N-1A of our report dated February 29, 2016, relating to the financial statements and financial highlights of Sound Shore Fund, Inc. (the "Fund"), appearing in the Annual Report on Form N-CSR of the Fund for the year ended December 31, 2015. We also consent to the references to us under the headings "Financial Highlights" in the Prospectus and "Financial Statements" in the Statement of Additional Information, which are part of such Registration Statement.

/s/ Deloitte & Touche LLP

New York, New York

April 27, 2016


CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the references to our firm in the Registration Statement on Form N-1A of the Sound Shore Fund, Inc.

BBD-SIG.JPG
 

BBD, LLP

Philadelphia, Pennsylvania

April 27, 2016


SOUND SHORE FUND, INC.
POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned, Harry W. Clark, H. Williamson Ghriskey, Jr., David Blair Kelso, Harry Burn, III, and T. Gibbs Kane, Jr. constitute and appoint Lowell Haims, Gino Malaspina, and Zachary Tackett, each of them as true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities to sign the Registration Statement on Form N-1A and any or all amendments thereto of Sound Shore Fund, Inc., and to file the same with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

                 
  /s/ Harry W. Clark______________           /s/ H. Williamson Ghriskey, Jr.__  
  Harry W. Clark           H. Williamson Ghriskey, Jr.  
                 
  /s/ David Blair Kelso ___________           /s/ Harry Burn, III ____________  
  David Blair Kelso           Harry Burn, III  
                 
  /s/ T. Gibbs Kane, Jr.___________              
  T. Gibbs Kane, Jr.              

Dated: April 21, 2016