EXHIBIT 9(B)
SOUND SHORE FUND, INC.
TRANSFER AGENCY AGREEMENT
AGREEMENT, dated as of January 29, 1998, between Sound Shore Fund, Inc.
(the "Fund"), a corporation operating as an open-end investment company under
the Investment Company Act of 1940, duly organized and existing under the laws
of the State of Maryland, and Forum Shareholder Services, LLC ("FSS"), a
corporation organized under the laws of the State of Delaware.
WHEREAS, FSS has agreed to act as Transfer Agent for the Fund for the
purpose of recording the transfer, issuance and redemption of Shares of the
Fund, transferring the Shares of the Fund and disbursing dividends and other
distributions to Shareholders;
NOW THEREFORE, for and in consideration of the mutual covenants and
agreements contained herein, the parties do hereby agree as follows:
SECTION 1. The Fund hereby appoints FSS as its Transfer Agent and FSS
agrees to act in such capacity upon the terms set forth in this Agreement.
SECTION 2. The Fund shall furnish to FSS a supply of blank Share
Certificates and, from time to time, will renew such supply upon FSS's request.
Blank Share Certificates shall be signed manually or by facsimile signatures of
officers of the Fund authorized to sign by law or the By-Laws of the Fund and,
if required by FSS, shall bear the Fund's seal or a facsimile thereof.
SECTION 3. FSS shall make original issues of Shares in accordance with
Section 13 below and the Fund's then current prospectus (the "Prospectus"), upon
receipt of (i) Written Instructions requesting the issuance, (ii) a certified
copy of a resolution of the Fund's Board of Directors authorizing the issuance,
(iii) necessary funds for the payment of any original issue tax applicable to
such Shares, and (iv) an opinion of the Fund's counsel as to the legality and
validity of the issuance, which opinion may provide that it is contingent upon
the filing by the Fund of an appropriate notice with the Securities and Exchange
Commission, as required by Rule 24f-2 of the Investment Company Act of 1940, as
amended from time to time. If the opinion described in (iv) above is contingent
upon a filing under such rule, the Fund shall fully indemnify FSS for any
liability arising from the failure of the Fund to comply with such rule.
SECTION 4. Transfers of Shares shall be registered and, subject to the
provisions of Section 10, new Share Certificates shall be issued by FSS upon
surrender of outstanding Share Certificates in the form deemed by FSS to be
properly endorsed for transfer, which form shall include (i) all necessary
endorsers' signatures guaranteed by a member firm of a national securities
exchange or a domestic commercial bank, (ii) such assurances as FSS may deem
necessary to evidence the genuineness and effectiveness of each endorsement and
(iii) satisfactory evidence of compliance with all applicable laws relating to
the payment or collection of taxes.
SECTION 5. FSS shall forward Share Certificates in "non-negotiable"
form by first-class or registered mail, or by whatever means FSS deems equally
reliable and expeditious. While in transit to the addressee, all deliveries of
Share Certificates shall be insured by FSS as it deems appropriate. FSS shall
not mail Share Certificates in "negotiable" form, unless requested in writing by
the Fund and fully indemnified by the Fund to FSS's satisfaction.
SECTION 6. In registering transfers of Shares, FSS may rely upon the
Uniform Commercial Code as in effect in the State of Maine, or any other
statutes that, in the opinion of FSS's counsel, protect FSS 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.
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SECTION 7. FSS may issue new Share Certificates in place of those lost,
destroyed or stolen, upon receiving indemnity satisfactory to FSS, and may issue
new Share Certificates in exchange for, and upon surrender of, mutilated Share
Certificates as FSS deems appropriate.
SECTION 8. Unless otherwise directed by the Fund, FSS may issue or
register Share Certificates reflecting the signature, or facsimile thereof, of
an officer who has died, resigned or been removed by the Fund. The Fund shall
file promptly with FSS approval, adoption or ratification of such action as may
be required by law or by FSS.
SECTION 9. FSS shall maintain customary stock registry records for the
Fund, noting the issuance, transfer or redemption of Shares and the issuance and
transfer of Share Certificates. FSS may also maintain an account entitled
"Unissued Certificate Account," in which it will record the Shares, and
fractions thereof, issued and outstanding from time to time for which issuance
of Share Certificates has not been requested. FSS is authorized to keep records
containing the names and addresses of record of Shareholders, and the number of
Shares, and fractions thereof, from time to time owned by them for which no
Share Certificates are outstanding. Each Shareholder will be assigned a single
account number even though Shares for which Certificates have been issued will
be accounted for separately.
SECTION 10. FSS shall issue Share Certificates for Shares only upon
receipt of a written request from a Shareholder. If Shares are purchased without
such request, FSS shall merely note on its stock registry records the issuance
of the Shares and fractions thereof and credit the Unissued Certificate Account
and the respective Shareholders' accounts with the Shares. Whenever Shares, and
fractions thereof, owned by Shareholders are surrendered for redemption, FSS may
process the transactions by making appropriate entries in the stock transfer
records, and debiting the Unissued Certificate Account (if appropriate) and the
record of issued Shares outstanding; it shall be unnecessary for FSS to reissue
Share Certificates in the name of the Fund.
SECTION 11. FSS shall also perform the usual duties and functions
required of a stock transfer agent for a corporation, including but not limited
to (i) issuing Share Certificates as treasury shares, as directed by Written
Instructions, and (ii) transferring Share Certificates from one Shareholder to
another in the usual manner. FSS may rely conclusively and act without further
investigation upon any list, instruction, certification, authorization, Share
Certificate or other instrument or paper reasonably believed by it in good faith
to be genuine and unaltered, and to have been signed, countersigned or executed
or authorized by a duly authorized person or persons, or by the Fund, or upon
the advice of counsel for the Fund or for FSS. FSS may record any transfer of
Share Certificates which it reasonably believes in good faith to have been duly
authorized, or may refuse to record any transfer of Share Certificates if, in
good faith, it deems such refusal necessary in order to avoid any liability on
the part of either the Fund or FSS. The Fund agrees to indemnify and hold
harmless FSS from and against any and all losses, costs, claims, and liability
that it may suffer or incur by reason of such good faith reliance, action or
failure to act.
SECTION 12. FSS shall notify the Fund of any request or demand for the
inspection of the Fund's share records. FSS shall abide by the Fund's
instructions for granting or denying the inspection; provided, however, FSS may
grant the inspection without such instructions if it is advised by its counsel
that failure to do so will result in liability to FSS.
SECTION 13. As soon as possible after 4:00 p.m., Eastern Time or such
other time as the Fund may specify (the "Valuation Time") on each business day,
FSS shall obtain from the Fund's Administrator a quotation (on which it may
conclusively rely) of the net asset value, determined as of the Valuation time
on that day. On each business day, FSS shall use the net asset value determined
by the Fund's Administrator to compute the number of Shares and fractional
Shares to be purchased and the aggregate purchase proceeds to be deposited with
the Custodian. Having made these calculations, FSS shall upon receipt of Federal
funds pay the Custodian the aggregate net asset value of Shares purchased. The
aggregate number of Shares and fractional Shares purchased shall be issued on
the day net asset value is determined and credited by FSS to the Unissued
Certificate Account (if appropriate) and the individual account of the
Shareholder. FSS shall also credit each Shareholder's separate account with the
number of Shares purchased by such Shareholder. FSS shall promptly thereafter
mail written confirmation of the purchase to each Shareholder and to the Fund if
requested. Each confirmation shall indicate the
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prior Share balance, the new Share balance, the Shares for which Stock
Certificates are outstanding (if any), the amount invested and the price paid
for the newly-purchased Shares.
SECTION 14. Prior to the Valuation Time on each business day, as
specified in accordance with Section 13 above, FSS shall process all requests to
redeem Shares in accordance with Section 10, and shall advise the Custodian of
(i) the total number of Shares available for redemption and (ii) the number of
Shares and fractional Shares requested to be redeemed. Upon confirmation of the
net asset value by the Fund's Administrator, FSS shall notify the Fund and the
Custodian of the redemption, apply the redemption proceeds in accordance with
Section 15 and the Fund's Prospectus, record the redemption in the stock
registry books, and debit the redeemed Shares from the Unissued Certificate
Account (if appropriate) and the individual account of the Shareholder.
In lieu of carrying out the redemption procedures described in the
preceding paragraph, FSS may, at the request of the Fund, sell Shares to the
Fund as repurchases from Shareholders, provided that the sale price is not less
than the applicable redemption price. The redemption procedures shall then be
appropriately modified.
SECTION 15. The proceeds of redemption shall be remitted by FSS in
accordance with the Prospectus as follows:
(a) By check mailed to the Shareholder at his address of record. Unless
a Shareholder shall have authorized telephone redemptions or other forms of
redemption permitted by the Prospectus, the redemption request and Share
Certificates, if any, for Shares being redeemed must reflect a guarantee of the
owner's signature by a domestic commercial bank or trust company or a member
firm of a national securities exchange. Any officer of the Fund may authorize
FSS in writing to waive the signature guarantee for any specific transaction or
classes of transactions; or
(b) By other procedures commonly followed by mutual funds, as set forth
in the Prospectus and in a Written Instruction from the Fund and mutually agreed
upon by the Fund and FSS.
For purposes of redemption of Shares that have been purchased by check
within fifteen (15) days prior to receipt of the redemption request, the Fund
shall provide FSS with Written Instructions concerning the time within which
such requests may be honored.
The authority of FSS to perform its responsibilities under Sections 14
and 15 shall be suspended if FSS receives notice of the suspension of the
determination of the Fund's net asset value.
SECTION 16. Upon the declaration of each dividend and each capital
gains distribution by the Fund's Board of Directors, the Fund shall notify FSS
of the date of such declaration, the amount payable per Share, the record date
for determining the Shareholders entitled to payment and the payment date.
SECTION 17. On or before each payment date, the Fund will transfer, or
cause the Custodian to transfer, to FSS the total amount of the dividend or
distribution currently payable subject to such netting arrangements as may be
agreed to between the Fund and the Custodian. FSS will, on the designated
payment date, reinvest all dividends in additional Shares and, to the extent
provided by the Prospectus covering the Shares, mail to each Shareholder at his
address of record a statement showing the number of full and fractional Shares
(rounded to three decimal places) then owned by the Shareholder and the net
asset value of such Shares; provided, however, that if a Shareholder elects to
receive dividends in cash, FSS shall prepare a check in the appropriate amount
and mail it to him at his address of record within five (5) business days after
the designated payment date.
SECTION 18. FSS shall maintain records regarding the issuance and
redemption of Shares and dividend reinvestments. Such records will list the
transactions effected for each Shareholder and the number of Shares and
fractional Shares owned by each for which no Share Certificates are outstanding.
FSS agrees to make available upon request, and to preserve for the periods
prescribed in Rule 31a-2 adopted pursuant to the Investment Company Act of 1940,
any records related to services provided under this Agreement and required to be
maintained by Rule 31a-1 of such Act.
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SECTION 19. FSS shall maintain those records necessary to enable the
Fund to file, in a timely manner, Form N-SAR (Semi-Annual Report) or any
successor monthly, quarterly or annual report required by the Investment Company
Act of 1940, or rules and regulations thereunder.
SECTION 20. FSS shall cooperate with the Fund's independent public
accountants and shall take reasonable action to make all necessary information
available to such accountants for the performance of their duties.
SECTION 21. In addition to the services described above, FSS will
perform other services for the Fund as mutually agreed upon in writing from time
to time, including but not limited to preparing and filing Federal tax forms
with the Internal Revenue Service, and, subject to supervisory oversight by the
Fund's Administrator, mailing Federal tax information to Shareholders, mailing
semi-annual Shareholder reports, preparing the annual list of Shareholders,
mailing notices of Shareholders' meetings, proxies and proxy statements and
tabulating proxies. FSS shall answer Shareholder inquiries related to their
share accounts and other correspondence requiring an answer from the Fund. FSS
shall maintain dated copies of written communications from Shareholders, and
replies thereto.
SECTION 22. Nothing contained in this Agreement is intended to or shall
require FSS, in any capacity hereunder, to perform any functions or duties on
any day other than a business day (as disclosed in the Fund's prospectus).
Functions or duties normally scheduled to be performed on any day which is not a
business day shall be performed on, and as of, the next business day, unless
otherwise required by law.
SECTION 23. The Fund agrees to pay to FSS as compensation for its
services the fees set forth in Schedule A to this Agreement, or as shall be set
forth in written amendments to Schedule A approved by the parties from time to
time. Such fees shall be accrued by the Fund daily and shall be payable monthly
in arrears on the first day of each calendar month for services performed under
this Agreement during the prior calendar month. Fees will begin to accrue on the
effective date of this Agreement. FSS shall also be reimbursed for its
out-of-pocket costs incurred in providing any services hereunder, including but
not limited to the cost of any and all forms and stationery used, or specially
prepared for use, in connection with its services hereunder, as well as the cost
of postage, telephone, bank fees and electronic or facsimile transmission.
SECTION 24. FSS 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, excluding taxes assessed against
FSS for compensation received by it hereunder.
SECTION 25. FSS shall not be liable for any non-negligent action taken
in good faith and reasonably believed by FSS to be within the powers conferred
upon it by this Agreement. The Fund shall indemnify FSS and hold it harmless
from and against any and all losses, claims, damages, liabilities or expenses
(including reasonable expenses for legal counsel) arising directly or indirectly
out of or in connection with this Agreement; provided such loss, claim, damage,
liability or expense is not the result of FSS's gross negligence or willful
misconduct, and provided further that FSS shall give the Fund notice and
reasonable opportunity to defend any such loss, claim, etc. in the name of the
Fund or FSS, or both. Without limiting the foregoing:
(a) FSS may rely upon the advice of the Fund or counsel to the Fund or
FSS, and upon statements of accountants, brokers and other persons believed by
FSS in good faith to be expert in the matters upon which they are consulted. FSS
shall not be liable for any action taken in good faith reliance upon such advice
or statements;
(b) FSS shall not be liable for any action reasonably taken in good
faith reliance upon any Written Instructions or certified copy of any resolution
of the Fund's Board of Directors; provided, however, that upon receipt of a
Written Instruction countermanding a prior Instruction that has not been fully
executed by FSS, FSS shall verify the content of the second Instruction and
honor it, to the extent possible. FSS may rely upon the genuineness of any such
document, or copy thereof, reasonably believed by FSS in good faith to have been
validly executed;
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(c) FSS may rely, and shall be protected by the Fund in acting, upon
any signature, instruction, request, letter of transmittal, certificate, opinion
of counsel, statement, instrument, report, notice, consent, order, or other
paper or document reasonably believed by it in good faith to be genuine and to
have been signed or presented by the purchaser, Corporation or other proper
party or parties; and
(d) FSS may, with the consent of the Fund, subcontract the performance
of all, or any portion of, the services to be provided hereunder with respect to
any Shareholder or group of shareholders to any agent of FSS and may reimburse
any such agent for the services it performs; provided that no such reimbursement
will increase the amount payable by the Fund pursuant to this Agreement.
SECTION 26. Upon receipt of Written Instructions, FSS is authorized to
make payment upon redemption of Shares without a signature guarantee, and the
Fund hereby agrees to indemnify and hold FSS harmless from any and all expenses,
damages, claim, suits liabilities, actions, demands or losses whatsoever arising
out of or in connection with such payment if made in accordance with such
Written Instructions. Upon the request of FSS, the Fund shall assume the entire
defense of any such action, suit or claim. FSS shall notify the Fund in a timely
manner of any such action, suit or claim.
SECTION 27. The Fund shall deliver, or cause to be delivered, over to
FSS (i) an accurate list of Shareholders of the Fund, showing each Shareholder's
address of record, number of Shares owned and whether such Shares are
represented by outstanding Share Certificates or by non-certificate Share
accounts and (ii) all Shareholder records, files, and other materials necessary
or appropriate for proper performance of the functions assumed by FSS under this
Agreement (collectively referred to as the "Materials"). The Fund shall
indemnify and hold FSS harmless from any and all expenses, damages, claims,
suits, liabilities, actions, demands and losses arising out of or in connection
with any error, omission, inaccuracy or other deficiency of such Materials, or
out of the failure of the Fund to provide any portion of the Materials or to
provide any information in the Fund's possession needed by FSS to knowledgeably
perform its functions.
SECTION 28. FSS shall, at all times, act in good faith and shall use
whatever methods it deems appropriate to ensure the accuracy of all services
performed under this Agreement. FSS shall be liable only for loss or damage due
to errors caused by FSS's negligence, bad faith or willful misconduct, or that
of its employees.
SECTION 29. This Agreement may be amended from time to time by a
written supplemental agreement executed by the Fund and FSS and without notice
to or approval of the Shareholders; provided this Agreement may not be amended
in any manner which would substantially increase the Fund's obligations
hereunder unless the amendment is first approved by the Fund's Board of
Directors. The parties hereto may adopt procedures as may be appropriate or
practical under the circumstances, and FSS may conclusively rely on the
determination of the Fund that any procedure that has been approved by the Fund
does not conflict with or violate any requirement of its Articles of
Incorporation, By-Laws or Prospectus, or any rule, regulation or requirement of
any regulatory body.
SECTION 30. The Fund shall file with FSS a certified copy of the
operative resolution of its Board of Directors authorizing the execution of
Written Instructions or the transmittal of Oral Instructions.
SECTION 31. The terms, as defined in this Section, whenever used in
this Agreement or in any amendment or supplement hereto, shall have the meanings
specified below, insofar as the context will allow.
(a) The Fund: The term Fund shall mean Sound Shore Fund, Inc. as
defined in the preamble of this Agreement.
(b) Custodian; Custodian Agreement: The term Custodian shall mean The
First National Bank of Boston or any successor or other custodian acting as such
for the Fund. The term Custodian Agreement shall mean the agreement or
agreements between the Fund and the Custodian or Custodians providing for
custodial services to the Fund.
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(c) Securities: The term Securities shall mean bonds, debentures,
notes, stocks, shares, evidences of indebtedness, and other securities and
investments from time to time owned by the Fund.
(d) Share Certificates: The term Share Certificates shall mean the
stock certificates for the Shares of the Fund.
(e) Shareholders: The term Shareholders shall mean the registered
owners from time to time of the Shares of the Fund, as reflected on the stock
registry records of the Fund.
(f) Shares: The term Shares shall mean the issued and outstanding
shares of common stock of the Fund.
(g) Oral Instructions: The term Oral Instructions shall mean an
authorization, instruction, approval, item or set of data, or information of any
kind transmitted to FSS in person or by telephone, vocal telegram or other
electronic means, by a person or persons reasonably believed in good faith by
FSS to be a person or persons authorized by a resolution of the Board of
Directors of the Fund to give Oral Instructions on behalf of the Fund.
(h) Written Instructions: The term Written Instructions shall mean an
authorization, instruction, approval, item or set of data, or information of any
kind transmitted to FSS in original writing containing original signatures, or a
copy of such document transmitted by telecopy, including transmission of such
signature, or other mechanical or documentary means, at the request of a person
or persons reasonably believed in good faith by FSS to be a person or persons
authorized by a resolution of the Board of Directors of the Fund to give Written
Instructions on behalf of the Fund.
(i) Corporation's Administrator: The term Corporation's Administrator
shall mean Forum Administrative Services, LLC., or any successor thereto who
acts as the administrator of the Fund.
SECTION 32. In the event that any check or other order for the payment
of money is returned unpaid for any reason, FSS shall promptly notify the Fund
of the non-payment.
SECTION 33. Either party may give sixty (60) days written notice to the
other of the termination of this Agreement, such termination to take effect at
the time specified in the notice. Upon notice of termination, the Fund shall use
its best efforts to obtain a successor transfer agent. If a successor transfer
agent is not appointed within ninety (90) days after the date of the notice of
termination, the Board of Directors of the Fund shall, by resolution, designate
the Fund as its own transfer agent. Upon receipt of written notice from the Fund
of the appointment of the successor transfer agent and upon receipt of Oral or
Written Instructions, FSS shall, upon request of the Fund and the successor
transfer agent and upon payment of FSS's reasonable charges and disbursements,
promptly transfer to the successor transfer agent the original or copies of all
books and records maintained by FSS hereunder and cooperate with, and provide
reasonable assistance to, the successor transfer agent in the establishment of
the books and records necessary to carry out its responsibilities hereunder.
SECTION 34. Any notice or other communication required by or permitted
to be given in connection with this Agreement shall be in writing, and shall be
delivered in person or sent by first-class mail, postage prepaid, to the
respective parties.
Notice to the Fund shall be given as follows until further notice:
Sound Shore Fund, Inc.
Two Xxxxxxxx Xxxxxx
Xxxxxxxx, Xxxxx 00000
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Notice to FSS shall be given as follows until further notice:
Forum Shareholder Services, LLC
Xxx Xxxxxxxx Xxxxxx
Xxxxxxxx, Xxxxx 00000
Attn.: Xxxx X. Xxxxxx
Copies of any notice delivered under this section shall be sent to:
Sound Shore Management, Inc.
0 Xxxxx Xxxxx Xxxxx
Xxxxxxxxx, Xxxxxxxxxxx 00000
Attn.: X. Xxxxx Xxxx, Jr.
SECTION 35. The Fund represents and warrants to FSS that the execution
and delivery of this Agreement by the undersigned officer of the Fund has been
duly and validly authorized by resolution of the Fund's Board of Directors. FSS
represents and warrants to the Fund that the execution and delivery of this
Agreement by the undersigned officer of FSS has also been duly and validly
authorized.
SECTION 36. This Agreement may be executed in more than one
counterpart, each of which shall be deemed to be an original, and shall become
effective on the date first written above unless otherwise agreed by the
parties. Unless sooner terminated pursuant to Section 33, this Agreement will
continue for a period of two years from the date hereof and will continue in
effect thereafter only if such continuance is specifically approved at least
annually by the Board of Directors or by a vote of the Shareholders of the Fund.
SECTION 37. This Agreement shall extend to and shall bind the parties
hereto and their respective successors and assigns; provided, however, that this
Agreement shall not be assignable by the Fund without the written consent of FSS
or by FSS without the written consent of the Fund, authorized or approved by a
resolution of the Fund's Board of Directors. Notwithstanding the foregoing,
either party may assign this Agreement without the consent of the other party so
long as the assignee is an affiliate, parent or subsidiary of the assigning
party and is qualified to act under the Investment company Act of 1940, as
amended from time to time.
SECTION 38. This Agreement shall be governed by the laws of the State
of New York.
WITNESS the following signatures:
SOUND SHORE FUND, INC.
------------------------
X. Xxxxx Xxxx, Jr.
President
FORUM SHAREHOLDER SERVICES, LLC.
------------------------
Xxxx X. Xxxxxx
President
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SOUND SHORE FUND, INC.
TRANSFER AGENCY AGREEMENT
SCHEDULE A
FEES
For its services hereunder, FSS will receive fees equal to 0.10% of the
annual average daily net assets of the Fund. Such fees shall be payable monthly
in arrears on the first day of each calendar month for services performed during
the prior calendar month.
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