Exhibit (h)(3)
AMENDMENT NO. 2 TO
TRANSFER AGENCY AND SERVICES AGREEMENT
Amendment No. 2, dated as of September 30, 2003, to the Transfer Agency
Agreement dated as of January 29, 1998, as amended October, 24, 2002 (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 (the
"AML Laws"); and
WHEREAS, subject to delegation of certain responsibilities to Forum, as
provided below, the Fund's AML Program is reasonably designed to ensure
compliance in all material respects with the Applicable AML Laws, in light of
the particular business of the Fund, taking into account factors such as its
size, location, activities and risks or vulnerabilities to money laundering.
WHEREAS, it is contemplated that the Fund's and Forum's AML Programs
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;
NOW THEREFORE, the Agreement is hereby amended as follows:
1. The Fund hereby delegates to Forum the performance, on behalf of the
Fund, of the services set forth in Appendix A to this Amendment (the "AML
Services") with respect to shareholder accounts maintained by Forum pursuant to
the Agreement; and subject to the terms and conditions of the Agreement and this
Amendment, Forum accepts this delegation and agrees to perform the AML Services
in accordance with the Fund's and Forum's AML Program and to cooperate with the
Fund's AML Compliance Officer in the performance of its responsibilities
hereunder.
2. Forum agrees to notify the Fund of any change to Forum's AML Program
that may materially impact 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.
4. Notwithstanding this delegation, the Fund shall maintain full
responsibility for ensuring that its AML Program is and continues to be
reasonably designed to ensure compliance
with the applicable AML Laws. Forum shall maintain policies, procedures and
internal controls that are consistent with the Fund's AML Program and the
requirement that the Fund employ procedures reasonably designed to achieve
compliance with the applicable AML Laws and the Fund's AML Program.
5. The terms of this Amendment No. 2 do hereby supersede the terms of
Amendment No. 1 to the Agreement.
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.
THE SOUND SHORE FUND, INC.
By: /S/ ▇. ▇▇▇▇▇ ▇▇▇▇, JR.
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▇. ▇▇▇▇▇ ▇▇▇▇, Jr.
President
FORUM SHAREHOLDER SERVICES, LLC
By: /S/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Director
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APPENDIX A
AML SERVICES
With respect to transactions in shares in the Fund for which Forum maintains the
applicable shareholder information, Forum shall:
(a) Review and submit all shareholder financial and non-financial transactions
through the Office of Foreign Assets Control Database (and such other lists or
databases as may be required from time to time by applicable regulatory
authorities), including screening of all shareholder accounts upon changes to
such database.
(b) Screen all shareholder accounts at the request of Financial Crimes
Enforcement Network ("FinCEN") pursuant to Section 314(a) of the PATRIOT Act and
report any positive "hits" to FinCEN.
(c) Monitor shareholder accounts and identify and report suspicious activities
that are required to be so identified and reported, in each case consistent with
the Fund's and Forum's AML Programs.
(d) Place holds on transactions in shareholder accounts or freeze assets in
shareholder accounts, as provided in the Funds' and Forum' AML Programs and in
accordance with the Act and OFAC.
(e) Adopt risk-based procedures for verifying the identity of each customer to
the extent reasonable and practicable, in accordance with Section 326 of the
PATRIOT Act.
(f) Follow the Funds' policy, which may change from time to time, with respect
to the acceptance of cash equivalents and third party checks.
(g) Follow the Funds' policy on accounts held by non-US persons.
(h) Maintain all records or other documentation related to shareholder accounts
and transactions therein that are required to be prepared and maintained
pursuant to the Fund's and Forum's AML Programs, and make the same available for
inspection by (i) the Fund's AML Compliance Officer, (ii) any auditor of the
Fund's AML Program or related procedures, policies or controls that has been
designated by the Fund in writing, or (iii) regulatory or law enforcement
authorities, and otherwise make said records or other documents available at the
direction of the Fund's AML Compliance Officer.
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