SOUND SHORE FUND, INC.
ADMINISTRATION AGREEMENT
AGREEMENT made as of the 24th day of January 1997, and amended this 1st
day of February, 2001, by and 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, with its principal place of business at Two Xxxxxxxx Xxxxxx, Xxxxxxxx,
Xxxxx 00000, and Forum Administrative Services, LLC, a Delaware limited
liability company with its principal office and place of business at Xxx
Xxxxxxxx Xxxxxx, Xxxxxxxx, Xxxxx 00000 ("Forum").
WHEREAS, the Fund is registered under the Investment Company Act of
1940, as amended (the "Act"), as an open-end management investment company and
issues its shares of common stock, $0.001 par value (the "Shares"); and
WHEREAS, the Fund desires that Forum perform certain administrative
services for the Fund and Forum 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 Forum hereby agree as follows:
SECTION 1. APPOINTMENT
The Fund hereby appoints Forum, and Forum hereby agrees, to act as
administrator of the Fund for the period and on the terms set forth in this
Agreement. In connection therewith, the Fund has delivered to Forum copies of
its Articles of Incorporation and Bylaws (collectively, as amended from time to
time, "Organic Documents"), the Fund's Registration Statement and all amendments
thereto filed with the U.S. Securities and Exchange Commission ("SEC") pursuant
to the Securities Act of 1933, as amended (the "Securities Act"), or the Act
(the "Registration Statement") and the current Prospectus and Statement of
Additional Information of each Fund (collectively, as currently in effect and as
amended or supplemented, the "Prospectus") and shall promptly furnish Forum with
all amendments of or supplements to the foregoing.
SECTION 2. DUTIES OF FORUM
(a) Subject to the direction and control of the board of directors of
the Fund (the "Board"), Forum shall manage all aspects of the Fund's operations
except those that are the responsibility of Sound Shore Management, Inc. (the
"Adviser"), all in such manner and to such extent as may be authorized by the
Board.
(b) Forum shall:
(i) oversee (A) the preparation and maintenance by the Adviser and the
Fund's custodian, transfer agent, dividend disbursing agent and fund
accountant in such form, for such periods and in such locations as may
be required by applicable law, of all documents and records relating to
the operation of the Fund required to be prepared or maintained by the
Fund or its agents pursuant to applicable law; (B) the reconciliation
of account information and balances among the Adviser and the Fund's
custodian, transfer agent, dividend disbursing agent and fund
accountant; (C) the transmission of purchase and redemption orders for
Shares; (D) the notification to the Adviser of available funds for
investment; and (E) the performance of fund accounting, including the
calculation of the net asset value of the Shares;
(ii) oversee the performance of administrative and professional
services rendered to the Fund by others, including its custodian,
transfer agent and dividend disbursing agent as well as legal,
auditing, shareholder servicing and other services performed for the
Funds;
(iii) file or oversee the filing of each document required to be
filed by the Fund in electronic format with SEC;
(iv) be responsible for and assist in the preparation, filing and
printing and the periodic updating of the Registration Statement
and Prospectuses;
(v) prepare and file or oversee the preparation and filing of the
Fund's tax returns;
(vi) oversee the preparation of financial statements and related
reports to the Fund's shareholders, the SEC and state and other
securities administrators;
(vii) be responsible for and assist in the preparation and printing
of proxy and information statements and any other communications
to shareholders;
(viii) provide certain officers of the Fund with adequate general
office space and facilities and provide persons suitable to the Board
to serve as officers of the Fund;
(ix) assist the Adviser in monitoring Fund holdings for compliance
with Prospectus investment restrictions and assist in preparation
of periodic compliance reports;
(x) prepare, file and maintain the Fund's Organic Documents and
minutes of meetings of Directors, Board committees and shareholders;
(xi) with the cooperation of the Fund's counsel, Adviser, the
officers of the Fund and other relevant parties, prepare and
disseminate materials for meetings of the Board;
(xii) maintain the Fund's existence and good standing under
applicable state law;
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(xiii) monitor sales of Shares, ensure that the Shares are properly and
duly registered with the SEC and register, or prepare applicable
filings with respect to, the Shares with the various state and other
securities commissions;
(xiv) oversee the calculation of performance data for dissemination to
information services covering the investment company industry, for
sales literature of the Fund and other appropriate purposes;
(xv) oversee the determination of the amount of and supervise the
declaration of dividends and other distributions to shareholders as
necessary to, among other things, maintain the qualification of the
Fund as a regulated investment company under the Internal Revenue Code
of 1986, as amended (the "Code"), and satisfy the diversification
requirements under the Code, and prepare and distribute to appropriate
parties notices announcing the declaration of dividends and other
distributions to shareholders;
(xvi) advise the Fund and the Board on matters concerning the Fund
and its affairs;
(xvii) calculate, review and account for Fund expenses, report on
Fund expenses on a periodic basis and pay all Fund bills;
(xviii) prepare Fund budgets, pro-forma financial statements, expense
and profit/loss projections and fee waiver/expense reimbursement
projections on a periodic basis;
(xix) prepare financial statement expense information; and
(xx) perform the recordkeeping, reporting and other tasks required to
be performed by the Fund's administrator as specified in the various
procedures adopted by the Board; provided, that Forum need not perform
any such task except upon 60 days notice.
(c) Forum shall provide such other services and assistance relating to
the affairs of the Fund as the Fund or an Adviser may, from time to time,
reasonably request. In addition, the lawyers who are employed by Forum or its
affiliates shall provide any of the legal services identified in Appendix B
hereto to the Fund, subject to satisfaction of the conditions contained in
Section 7(c). Forum shall not charge the Fund for providing the legal services
identified in Appendix B, except for those matters designated as Special Legal
Services, as to which Forum may charge, and, subject to review and approval by
the Fund or outside counsel to the Fund, the Fund shall pay, an additional
amount as reimbursement of the cost to Forum of providing the Special Legal
Services. Nothing in this Agreement shall require Forum to provide any of the
services listed in Appendix B, and each of those services may be performed by an
outside vendor if appropriate in the judgment of Forum or the Fund.
(d) Forum shall maintain records relating to its services, such as
journals, ledger accounts and other records, as are required to be maintained
under the Act including Rule 31a-1 thereunder. The books and records pertaining
to the Fund that are in possession of Forum shall
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be the property of the Fund. The Fund, or the Fund's authorized representatives,
shall have access to such books and records at all times during Forum's normal
business hours. Upon the reasonable request of the Fund, copies of any such
books and records shall be provided promptly by Forum to the Fund or the Fund's
authorized representatives. In the event the Fund designates a successor to any
of Forum's obligations hereunder, Forum shall, at the expense and direction of
the Fund, transfer to such successor all relevant books, records and other data
established or maintained by Forum under this Agreement.
SECTION 3. STANDARD OF CARE; LIMITATION OF LIABILITY.
(a) Forum shall use its best judgment and efforts in rendering the
services described in this Agreement. Forum shall not be liable to the Fund for
any action or inaction of Forum in the absence of bad faith, willful misconduct
or gross negligence or based upon information, instructions or requests made to
Forum by an officer of the Fund duly authorized. Forum shall not be responsible
or liable for any failure or delay in performance of its obligations under this
Agreement caused by circumstances beyond its reasonable control.
(b) The Fund agrees to indemnify and hold harmless Forum, its
employees, agents, officers and directors against and from any and all claims,
judgments, losses, charges (including attorneys' fees) and other reasonable
expenses arising out of Forum's actions or omissions that are consistent with
the standard of care set forth in paragraph (a) of this section.
(c) Forum agrees to indemnify and hold harmless the Fund, its
employees, agents, officers and directors against and from any and all claims,
judgments, losses, charges (including attorneys' fees) and other reasonable
expenses arising out of Forum's actions or omissions that are not consistent
with the standard of care set forth in paragraph (a) of this section.
(d) Neither party shall be required to indemnify the other if, prior to
confessing any claim against it which may be subject to indemnification, the
indemnified party does not give the indemnifying party written notice of, and
reasonable opportunity to defend against, the claim.
SECTION 4. COMPENSATION AND EXPENSES
(a) In consideration of the administrative services provided by Forum
pursuant to this Agreement, the Fund shall pay Forum the fees set forth in
clause (i) of Appendix A hereto ("Administrative Services Fee"). Administrative
Services 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. In consideration of certain
additional services provided by Forum, the Fund shall pay Forum the fees set
forth in clause (ii) of Appendix A hereto. These fees shall be payable (i) for
those services for which an annual fee is charged ("Annual Charges"), in the
same manner and at the same time as the Administrative Services Fees, and (ii)
for other services, five days after notification to the Fund by Forum that the
services were performed. Nothing in this Agreement shall require Forum to
perform any of the services listed in clause (ii) of Appendix A hereto, as such
services may be performed by an outside vendor if appropriate in the judgment of
Forum and the Advisor.
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If Administrative Service Fees begin to accrue before the end of any
month or if this Agreement terminates before the end of any month, all
Administrative Services Fees and Annual Charges 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 the Fund shall pay to
Forum such compensation as shall be payable prior to the effective date of
termination.
(b) Notwithstanding anything in this Agreement to the contrary, Forum
and its affiliated persons may receive compensation or reimbursement from the
Fund with respect to (i) the provision of services on behalf of the Fund in
accordance with any distribution plan adopted by the Fund pursuant to Rule 12b-1
under the Act, (ii) the provision of shareholder support or other services,
(iii) service as a director or officer of the Fund and (iv) services to the
Fund, which may include the types of services described in this Agreement, with
respect to the creation of any Fund and the start-up of the Fund's operations.
(c) In the event that this Agreement is terminated, Forum shall be
reimbursed for all out-of-pocket costs and reasonable charges associated with
promptly transferring to its successor administrator or such other person as
designated by the Fund the original or copies of all accounts and records
maintained by Forum under this Agreement, and for cooperating with, and
providing reasonable assistance to its successor or other person in the
establishment of the accounts and records necessary to carry out the successor's
or other person's responsibilities.
SECTION 5. EFFECTIVENESS, DURATION, TERMINATION AND ASSIGNMENT
(a) This Agreement shall become effective as of the date first written
above.
(b) This Agreement shall continue in effect with respect to the Fund
for a period of one year from its effectiveness and shall continue in effect for
successive one year periods; provided, that continuance is specifically approved
at least annually by the Board.
(c) This Agreement may be terminated with respect to the Fund at any
time, without the payment of any penalty (i) by the Board on 60 days' written
notice to Forum or (ii) by Forum on 60 days' written notice to the Fund. The
obligations of Sections 3 and 4 shall survive any termination of this Agreement.
(d) This Agreement and the rights and duties under this Agreement
otherwise shall not be assignable by either Forum or the Fund except by the
specific written consent of the other party. All terms and provisions of this
Agreement shall be binding upon, inure to the benefit of and be enforceable by
the respective successors and assigns of the parties hereto.
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SECTION 6. FORCE MAJEURE
Forum 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, without limitation, 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
Forum's obligations hereunder are to oversee or monitor the activities of third
parties, Forum shall not be liable for any failure or delay in the performance
of Forum'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 Forum.
SECTION 7. ACTIVITIES OF FORUM
(a) Except to the extent necessary to perform Forum's obligations under
this Agreement, nothing herein shall be deemed to limit or restrict Forum's
right, or the right of any of Forum'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 corporation, fund, firm, individual or association.
(b) Forum may subcontract any or all of its functions or
responsibilities pursuant to this Agreement to one or more corporations, funds,
firms, individuals or associations, which may be affiliates of Forum, who agree
to comply with the terms of this Agreement. Forum may pay those persons for
their services, but no such payment will increase Forum's compensation from the
Fund.
(c) Without limiting the generality of the Sections 7(a) and (b), the
Fund acknowledges that certain legal services may be provided to it by lawyers
who are employed by Forum or its affiliates and who render services to Forum and
its affiliates. A lawyer who provides such services to the Fund, and any lawyer
who supervises such lawyer, although employed generally by Forum or its
affiliates, will have a direct professional attorney-client relationship with
the Fund. Those services for which such a direct relationship will exist are
listed in Appendix B hereto. Provided (i) Forum agrees with any attorney
performing legal services for the Fund to not direct the professional judgment
of the attorney in performing those legal services and (ii) the attorney agrees
to disclose to the Fund or to outside counsel to the Fund any circumstance in
which a legal service the attorney proposes to provide relates to a matter in
which the Fund and Forum or the Fund and any other investment company to which
the attorney is providing legal services have or may have divergent legal or
economic interests, the Fund may, upon advice of counsel to the Fund, waive the
conflict of interest existing in such simultaneous representation, and the Fund
agrees that, in the event the attorney ceases to represent the Fund, whether at
the request of the Fund or otherwise, the attorney may continue thereafter to
represent Forum, and the Fund expressly consents to such continued
representation.
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SECTION 8. COOPERATION WITH INDEPENDENT ACCOUNTANTS
Forum shall cooperate, if applicable, with 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.
SECTION 9. SERVICE DAYS
Nothing contained in this Agreement is intended to or shall require
Forum, 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 10. CONFIDENTIALITY. Forum agrees to treat all records and
other information related to the Fund as proprietary information of the Fund
and, on behalf of itself and its employees, to keep confidential all such
information, except that Forum may
(a) prepare or assist in the preparation of periodic reports
to shareholders and regulatory bodies such as the Securities and Exchange
Commission;
(b) provide information typically supplied in the investment company
industry to companies that track or report price, performance or other
information regarding investment companies; and
(c) release such other information as approved in writing by the Fund,
which approval shall not be unreasonably withheld and may not be withheld where
Forum may be exposed to civil or criminal contempt proceedings for failure to
comply, when requested to divulge such information by duly constituted
authorities or when so requested by the Fund.
SECTION 11. MISCELLANEOUS
(a) Neither party to this Agreement shall be liable to the other party
for consequential damages under any provision of this Agreement.
(b) 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 and, if required by the Act, by a vote of a majority of the
outstanding voting securities of the Fund.
(c) 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.
(d) 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.
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(e) 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.
(f) 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.
(g) Section headings in this Agreement are included for convenience
only and are not to be used to construe or interpret this Agreement.
(h) 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.
(i) The terms "vote of a majority of the outstanding voting
securities," "interested person," and "affiliated person" shall have the
meanings ascribed thereto in the Act.
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/ X. XXXXX XXXX, JR.
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X. Xxxxx Xxxx, Jr.
President
FORUM ADMINISTRATIVE SERVICES, LLC
By: /S/ XXXXX X. XXXXXXXXX
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Xxxxx X. Xxxxxxxxx
Director
A-1
SOUND SHORE FUND, INC.
ADMINISTRATION AGREEMENT
APPENDIX A
FEES AND EXPENSES
(I) ADMINISTRATION SERVICE FEES
0.10% of the annual average of the daily net assets of the Fund.
(II) OTHER FEES
SERVICE PROVIDED FEE
Preparation of Federal income tax and excise $1500/fiscalperiod/Fund
tax returns and all applicable state income
and other tax returns, including any
extensions or amendments
Preparation and filing of a document with
the SEC in electronic format $200 plus (i) $5/text page
and (ii) $15/tabular page
B-1
SOUND SHORE FUND, INC.
ADMINISTRATION AGREEMENT
APPENDIX B
LEGAL SERVICES
1. Advise the Fund on compliance with applicable U.S. laws and regulations
with respect to matters that are WITHIN the ordinary course of the Fund's
business.
2. Advise the Fund on compliance with applicable U.S. laws and regulations
with respect to matters hat are OUTSIDE the ordinary course of the Fund's
business(*).
3. Liaison with the SEC.
4. Draft correspondences to SEC and respond to SEC comments.
5. Liaison with the Fund's outside counsel.
6. Provide attorney letters to the Fund's auditors.
7. Assist Fund outside counsel in the preparation of exemptive applications,
no-action letters, prospectuses, registration statements and proxy
statements and related material.
8. Prepare exemptive applications, no-action letters, prospectuses,
registration statements and proxy statements and related material, and
draft correspondences to SEC and respond to SEC comments with respect
thereto(*).
9. Prepare prospectus supplements.
10. Review and authorize Section 24 filings.
11. Prepare and/or review agendas and minutes for and respond to inquiries
at board and shareholder meetings regarding applicable U.S. laws and
regulations.
12. Prepare and/or review agreements between the Fund and any third parties.
Note: Items designated with an (*) are Special Legal Services.
