SOUND SHORE FUND, INC.
FORM OF AMENDED AND RESTATED
ADMINISTRATION AGREEMENT
AGREEMENT made as of the 23rd day of January, 2006, 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 ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, and Forum
Administrative Services, LLC, a Delaware limited liability company with its
principal office and place of business at ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇
▇▇▇▇▇ ("Forum").
WHEREAS, the Fund and Forum entered into that certain Administration
Agreement on January 24, 1997, as amended February 1, 2001, January 29,
2004 September 28, 2004 and April 28, 2005 (the "Agreement");
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 to amend and
restate the Agreement 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) with the oversight of the Fund's counsel:
(A) Based on information from the Fund's investment adviser, transfer
agent, fund accountant, custodian, and distributor, prepare for filing
the following documents required to be filed by the Fund with the SEC
("SEC Filings") in either written or, if required or permitted,
electronic format (e.g., pursuant to ▇▇▇▇▇): (1) periodic and other
requested updates to the Registration Statement on Form N-1A or N-2,
(2) prospectuses for the Fund, (3) Forms N-CSR and N-SAR and any
required financial data schedules, (4) Forms N-PX, (5) Forms 24F,
(6) joint insurance policy filings and (7) if requested and pursuant to
mutually acceptable terms, proxy and information statements and related
communications to shareholders;
(B) Cause to be filed with the SEC all SEC Filings; provided that items
(iii)(A)(1), (2) and (7) shall have been approved by the Fund and/or
Fund counsel;
(C) Oversee the printing of SEC Filings that are intended to be
distributed to shareholders;
(D) Assist Fund counsel in preparing SEC exemptive order requests and
No-Action Letter requests.
(iv) prepare and file or oversee the preparation and filing of the Fund's
tax returns;
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(v) oversee the preparation of financial statements and related reports to
the Fund's shareholders, the SEC and state and other securities
administrators;
(vi) provide certain officers of the Fund with adequate general office space
and facilities and provide persons suitable to the Board to serve as
ministerial officers of the Fund;
(vii) assist the Adviser in monitoring Fund holdings for compliance with
Prospectus investment restrictions and assist in preparation of periodic
compliance reports;
(viii) prepare, with the oversight of the Fund's counsel, and file and
maintain the Fund's Organic Documents and minutes of meetings of Directors,
Board committees and shareholders;
(ix) coordinate examinations of the Fund by the staff of the SEC or other
regulatory authorities, the responses to those examinations and the
responses to general communications from those authorities
(x) with the oversight of the Fund's counsel and with the cooperation of the
Adviser, the officers of the Fund and other relevant parties, prepare and
disseminate materials for meetings of the Board;
(xi) maintain the Fund's existence and good standing under applicable state
law;
(xii) 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;
(xiii) 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;
(xiv) 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;
(xv) advise the Fund and the Board on matters concerning the Fund and its
affairs;
(xvi) calculate, review and account for Fund expenses, report on Fund
expenses on a periodic basis and pay all Fund bills;
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(xvii) prepare Fund budgets, pro-forma financial statements, expense and
profit/loss projections and fee waiver/expense reimbursement projections on
a periodic basis;
(xviii) prepare financial statement expense information; and
(xix) 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.
(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 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.
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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.
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.
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(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.
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.
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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:
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▇. ▇▇▇▇▇ ▇▇▇▇, Jr.
President
FORUM ADMINISTRATIVE SERVICES, LLC
By:
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▇▇▇▇ ▇. ▇▇▇▇▇▇
Director
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