0001193125-13-466272 Sample Contracts

AMENDMENT TO TRANSFER AGENCY AGREEMENT
Transfer Agency Agreement • December 9th, 2013 • Sound Shore Fund Inc

AMENDMENT made as of , 2013, between Sound Shore Fund, Inc. (the “Fund”) and Citi Fund Services Ohio, Inc. (“Citi”), to that certain Transfer Agency Agreement, dated January 29, 2009, between the Fund and Citi (as amended and in effect on the date hereof, the “Agreement”). All capitalized terms used but not defined herein shall have the meanings given to them in the Agreement.

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AMENDMENT TO ADMINISTRATION AGREEMENT
Administration Agreement • December 9th, 2013 • Sound Shore Fund Inc

AMENDMENT made as of , 2013, between Sound Shore Fund, Inc. (the “Fund”) and Citi Fund Services Ohio, Inc. (“Citi”), to that certain Administration Agreement, dated January 29, 2009, between the Fund and Citi (as amended and in effect on the date hereof, the “Agreement”). All capitalized terms used but not defined herein shall have the meanings given to them in the Agreement.

AMENDMENT TO FUND ACCOUNTING AGREEMENT
Fund Accounting Agreement • December 9th, 2013 • Sound Shore Fund Inc

AMENDMENT made as of , 2013, between Sound Shore Fund, Inc. (the “Fund”) and Citi Fund Services Ohio, Inc. (“Citi”), to that certain Fund Accounting Agreement, dated January 29, 2009, between the Fund and Citi (as amended and in effect on the date hereof, the “Agreement”). All capitalized terms used but not defined herein shall have the meanings given to them in the Agreement.

EXPENSE LIMITATION AGREEMENT FOR SOUND SHORE FUND, INC.
Expense Limitation Agreement • December 9th, 2013 • Sound Shore Fund Inc

THIS AGREEMENT, effective as of December 9, 2013 is made and entered into by and between Sound Shore Fund, Inc. (the “Fund”), on behalf of its Institutional Class shareholders, and Sound Shore Management, Inc. (the “Adviser”).

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