SUB-TRANSFER AGENCY FACILITATION AGREEMENT
AGREEMENT, dated as of January __, 2007, between Sound Shore Fund, Inc., 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 ("Fund"), Citigroup Fund Services, LLC, a limited liability company
organized under the laws of the State of Delaware ("CFS"), and Sound Shore
Management, Inc., a corporation organized under the laws of the State of
Delaware ("Advisor").
WHEREAS, the Advisor has agreed to act as Advisor for the Fund pursuant to
an Investment Advisory Agreement dated May 3, 1985 and restated March 14, 1995
for the purpose of rendering investment management services to the Fund;
WHEREAS, CFS has agreed to act as transfer agent for the Fund pursuant to a
Transfer Agency Agreement with the Fund dated January 29, 1998 ("Transfer Agency
Agreement") 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, and mailing semi-annual
reports, notices of shareholder meetings, and proxy statements to shareholders
as more fully set forth in the Transfer Agency Agreement ("Transfer Agency
Services");
WHEREAS, pursuant to the Transfer Agency Agreement, CFS receives a fee
equal to 0.10% of the annual average daily net assets of the Fund;
WHEREAS, a financial intermediary may hold an omnibus account(s) with the
Fund through CFS and provide Transfer Agency Services to its customers investing
in Fund shares through the omnibus account(s) ("Sub-Accounts");
WHEREAS, a financial intermediary may charge the Fund a fee for providing
Transfer Agency Services to its Sub-Accounts ("Sub-TA Fee"); and
WHEREAS, CFS' work load is significantly reduced when a financial
intermediary maintains an omnibus account(s) with the Fund because CFS only
performs Transfer Agency Services for the omnibus account(s) and not for the
underlying Sub-Accounts.
NOW THEREFORE, for and in consideration of the mutual covenants and
agreements contained herein, the parties do hereby agree as follows:
1. The Advisor and the Transfer Agent may (a) enter into a Sub-Transfer
Agency Agreement or similar agreement ("Sub-Transfer Agency Agreement") with any
financial intermediary that maintains an omnibus account(s) with the Fund
through CFS and performs Transfer Agency Services for the Sub-Accounts; and (b)
pay that financial intermediary a fee for Transfer Agency Services rendered to
the Sub-Accounts pursuant to the Sub-Transfer Agency Agreement ("Sub-TA Fee").
2. With respect to the Sub-TA Fee contemplated under a Sub-Transfer Agency
Agreement, CFS agrees to pay the financial intermediary an amount equal to 0.10%
of the annual average daily net assets maintained in the financial
intermediary's omnibus account(s) with the Fund through CFS ("CFS Payment") and
the Advisor agrees to pay the excess, if any, of the Sub-TA Fee. For payment
efficiency purposes, the parties agree that the Advisor shall be responsible for
paying the full Sub-TA Fee under any Sub-Transfer Agency Agreement directly to
the Sub-TA and shall be reimbursed by CFS in an amount equal to the CFS Payment.
3. 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 Delaware.
4. This Agreement constitutes the entire agreement between the parties
hereto and supersedes any prior agreement with respect to the subject matter
hereof, whether oral or written.
5. 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.
6. 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. This agreement shall be construed as if drafted jointly by the Fund,
the Advisor and CFS and no presumptions shall arise favoring any party by virtue
of authorship of any provision of this Agreement.
7. 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 and each
party hereto warrants and represents that this agreement, when executed and
delivered, will constitute a legal, valid and binding obligation of the party,
enforceable against the party 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.
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. SOUND SHORE MANAGEMENT, INC.
By: By:
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Name: Name:
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Title: Title:
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CITIGROUP FUND SERVICES, LLC
By:
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Name:
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Title:
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