0001193125-09-094115 Sample Contracts

FORESIDE FUND SERVICES, LLC DEALER AGREEMENT
Dealer Agreement • April 30th, 2009 • Sound Shore Fund Inc • Delaware

As the distributor of the shares (“Shares”) of each investment company portfolio (“Fund”), of the investment company or companies referenced above and covered hereunder (collectively, “Company”) which may be amended by us from time to time, Foreside Fund Services, LLC (“Distributor”) hereby invites you to participate in the selling group on the following terms and conditions. In this letter, the terms “we,” “us,” and similar words refer to the Distributor, and the terms “you,” “your,” and similar words refer to the dealer executing this agreement, including its associated persons.

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SOUND SHORE FUND, INC. DISTRIBUTION AGREEMENT
Distribution Agreement • April 30th, 2009 • Sound Shore Fund Inc • Delaware

AGREEMENT made this 31st day of March, 2009 between Sound Shore Fund, Inc. (“Sound Shore”), a corporation organized under the laws of the State of Maryland with its principal place of business at Three Canal Plaza, Portland, Maine 04101, and Foreside Fund Services, LLC (the “Distributor”), a Delaware limited liability company with its principal place of business at Three Canal Plaza, Portland, Maine 04101.

SOUND SHORE FUND, INC. FUND ACCOUNTING AGREEMENT
Fund Accounting Agreement • April 30th, 2009 • Sound Shore Fund Inc • New York

AGREEMENT made the 29th day of January, 2009, 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 3435 Stelzer Road, Columbus, Ohio 43219, and Citi Fund Services Ohio, Inc., having a place of business at 3435 Stelzer Road, Columbus, Ohio 43219 (“Citi”).

SOUND SHORE FUND, INC. TRANSFER AGENCY AGREEMENT
Transfer Agency Agreement • April 30th, 2009 • Sound Shore Fund Inc • New York

AGREEMENT, dated as of January 29, 2009, between Sound Shore Fund, Inc. (the “Fund”), a corporation operating as an open-end investment company under the Investment Company Act of 1940, organized and existing under the laws of the State of Maryland, with its principal place of business at 3435 Stelzer Road, Columbus, Ohio 43219, and Citi Fund Services Ohio, Inc., having a place of business at 3435 Stelzer Road, Columbus, Ohio 43219 (“Citi”).

SOUND SHORE FUND, INC. ADMINISTRATION AGREEMENT
Administration Agreement • April 30th, 2009 • Sound Shore Fund Inc • New York

AGREEMENT made as of the 29th day of January, 2009, 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, organized and existing under the laws of the State of Maryland, with its principal place of business at 3435 Stelzer Road, Columbus, Ohio 43219 and Citi Fund Services Ohio, Inc., having a place of business at 3435 Stelzer Road, Columbus, Ohio 43219 (“Citi”).

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