-2-
EXHIBIT (h)(2)
AMENDMENT NO. 1 TO
TRANSFER AGENCY AGREEMENT
Amendment No. 1, dated as of October 24, 2002, to the Transfer Agency
Agreement dated as of January 29, 1998 (the "Agreement"), by and 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 (the "Fund"), and Forum Shareholder Services, LLC,
a limited liability company organized under the laws of the State of Delaware
("Forum").
WHEREAS, the Fund must be in compliance with all applicable anti-money
laundering laws, regulations, rules and government guidance, including the
reporting, recordkeeping and compliance requirements of the Bank Secrecy Act
("BSA"), as amended by the USA PATRIOT Act of 2001 (together with its
implementing regulations, the "Patriot Act"), its implementing regulations, and
related governmental and self-regulatory organization rules and regulations; and
WHEREAS, in accordance with its obligation to provide transfer agency
services under this Agreement, Forum has instituted anti-money laundering
policies and procedures that are intended to ensure that the Fund is in material
compliance with all applicable anti-money laundering laws, regulations, rules
and government guidance related to the services to be provided by Forum under
this Agreement; and
WHEREAS, it is contemplated that this anti-money laundering program
will be amended from time to time, as additional regulations are adopted and/or
regulatory guidance is provided relating to the Fund's or Forum's anti-money
laundering responsibilities, including, but not limited to, rules relating to
investor identification and verification pursuant to Section 326 of the Patriot
Act;
NOW THEREFORE, the Agreement is hereby amended as follows:
1. Forum agrees to notify the Fund of any change to Forum's anti-money
laundering policies and procedures that may materially impact the Fund's
anti-money laundering program.
2. Forum agrees to allow appropriate federal examiners to (a) obtain
and inspect information and records maintained by Forum under this Agreement
relating to the Fund's anti-money laundering program and (b) inspect the
transfer agent for purposes of the Fund's anti-money laundering program.
3. Forum agrees to notify the Fund promptly about any detected unusual
or suspicious activities involving accounts of Fund shareholders pursuant to
Forum's anti-money laundering program. The Fund agrees to notify Forum promptly
about any detected unusual or suspicious activities involving accounts of Fund
shareholders.
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
persons, as of the day and year first above written.
SOUND SHORE FUND, INC.
By: /S/ X. XXXXX XXXX
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X. Xxxxx Xxxx
President
FORUM SHAREHOLDER SERVICES, LLC
By: /S/ XXXX X. XXXXXXXX
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Xxxx X. Xxxxxxxx
Director
