Sound Shore Fund N-PX Annual report of proxy voting record

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM N-PX

ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED

MANAGEMENT INVESTMENT COMPANY

Investment Company Act of 1940 file number: 811-4244

Sound Shore Fund, Inc.

(Exact name of registrant as specified in charter)

3435 Stelzer Road Columbus, Ohio 43219

(Address of principal executive offices) (Zip code)

With copy to:

T. Gibbs Kane, Jr., President

8 Sound Shore Drive

Greenwich, Connecticut 06830

(Name and address of agent for service)

Registrant’s telephone number, including area code: 203-629-1980

Date of fiscal year end: December 31

Date of reporting period: July 1, 2009 to June 30, 2010

Form N-PX is to be used by a registered management investment company, other than a small business investment company registered on Form N-5 (§§ 239.24 and 274.5 of this chapter), to file reports with the Commission, not later than August 31 of each year, containing the registrant’s proxy voting record for the most recent twelve-month period ended June 30, pursuant to section 30 of the Investment Company Act of 1940 and rule 30b1-4 thereunder (17 CFR 270.30b1-4). The Commission may use the information provided on Form N-PX in its regulatory, disclosure review, inspection, and policymaking roles.

A registrant is required to disclose the information specified by Form N-PX, and the Commission will make this information public. A registrant is not required to respond to the collection of information contained in Form N-PX unless the Form displays a currently valid Office of Management and Budget (“OMB”) control number. Please direct comments concerning the accuracy of the information collection burden estimate and any suggestions for reducing the burden to the Secretary, Securities and Exchange Commission, 450 Fifth Street, NW, Washington, DC 20549-0609. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. § 3507.

Item 1. Proxy Voting Record

Sound Shore Fund Proxy Voting from July 1, 2009 through June 30, 2010

Security	Ticker	CUSIP	Meeting Date	# of Shares	Proposal Description	Type of Proposal	Proposed by	Date Voted	How Voted	Voted with / against Management
Abbott Laboratories	ABT	002824100	04/23/10	966,800	1. Election of Directors	Routine	Management	04/21/10	FOR	WITH
Abbott Laboratories	ABT	002824100	04/23/10	966,800	2. Ratification of Deloitte & Touche LLP as Independent Registered Public Accounting Firm	Routine	Management	04/21/10	FOR	WITH
Abbott Laboratories	ABT	002824100	04/23/10	966,800	3. Proposal on Advisory Vote	Non Routine	Shareholder	04/21/10	AGAINST	WITH
Abbott Laboratories	ABT	002824100	04/23/10	966,800	4. Proposal on Special Shareholder Meetings	Non Routine	Shareholder	04/21/10	FOR	AGAINST
AES Corporation	AES	00130H105	04/22/10	4,046,800	1. Election of Directors	Routine	Management	04/20/10	FOR	WITH
AES Corporation	AES	00130H105	04/22/10	4,046,800	2. Reapproval of the Company’s 2003 Long Term Compensation Plan	Non Routine	Management	04/20/10	FOR	WITH
AES Corporation	AES	00130H105	04/22/10	4,046,800	3. Reapproval of the Company’s Performance Incentive Plan	Non Routine	Management	04/20/10	FOR	WITH
AES Corporation	AES	00130H105	04/22/10	4,046,800	4. Ratify the Appointment of Ernst & Young LLP as Independent Registered Public Accounting Firm	Routine	Management	04/20/10	FOR	WITH
Baker Hughes Inc.	BHI	057224107	03/19/10	1,211,800	1. To Approve the Issuance of Shares of Baker Hughes Common Stock Pursuant to the Agreement and Plan of Merger, By and Among Baker Hughes Inc., BSA Acquisition LLC and BJ Services Company	Non Routine	Management	03/11/10	FOR	WITH
Baker Hughes Inc.	BHI	057224107	03/19/10	1,211,800	2. To Approve the Amendment to the 2002 Director & Officer Long-Term Incentive Plan	Non Routine	Management	03/11/10	FOR	WITH
Baker Hughes Inc.	BHI	057224107	03/19/10	1,211,800	3. To Approve the Amendment to the 2002 Employee Long-Term Incentive Plan	Non Routine	Management	03/11/10	FOR	WITH
Baker Hughes Inc.	BHI	057224107	03/19/10	1,211,800	4. Any Proposal to Authorize the Board of Directors, In Its Discretion, to Adjourn the Special Meeting to a Later Date or Dates if Necessary to Solicit Additional Proxies	Non Routine	Management	03/11/10	FOR	WITH
Baker Hughes Inc.	BHI	057224107	04/22/10	1,211,800	1. Election of Directors	Routine	Management	04/14/10	FOR	WITH
Baker Hughes Inc.	BHI	057224107	04/22/10	1,211,800	2. Ratification of Deloitte & Touche LLP as Independent Registered Public Accounting Firm	Routine	Management	04/14/10	FOR	WITH
Baker Hughes Inc.	BHI	057224107	04/22/10	1,211,800	3. Proposal Regarding the Approval of an Amendment to the Company’s Certificate of Incorporation that would, Subject to Any Limitations that may be Imposed in the Bylaws, Require the Corporate Secretary to Call Special Stockholder Meetings Following a Request from the Holders of 25% of Voting Stock	Non Routine	Management	04/14/10	FOR	WITH
Baker Hughes Inc.	BHI	057224107	04/22/10	1,211,800	4. Proposal Regarding Majority Vote Standard for Director Elections	Non Routine	Shareholder	04/14/10	FOR	AGAINST
Bank of America Corporation	BAC	060505104	02/23/10	562,000	1. Proposal to Adopt an Amendment to the Company’s Amended and Restated Certificate of Incorporation to Increase the Number of Authorized Shares of Common Stock	Non Routine	Management	02/11/10	FOR	WITH
Bank of America Corporation	BAC	060505104	02/23/10	562,000	2. Proposal to Approve the Adjournment of the Special Meeting, if Necessary or Appropriate, to Solicit Additional Proxies.	Non Routine	Management	02/11/10	FOR	WITH
Bank of America Corporation	BAC	060505104	04/28/10	3,199,200	1. Election of Directors - 13 Nominees	Routine	Management	04/22/10	FOR	WITH
Bank of America Corporation	BAC	060505104	04/28/10	3,199,200	2. To Ratify the Appointment of PricewaterhouseCoopers LLP as Independent Auditor	Routine	Management	04/22/10	FOR	WITH
Bank of America Corporation	BAC	060505104	04/28/10	3,199,200	3. Proposal to Adopt an Amendment to the Company’s Amended and Restated Certificate of Incorporation to Increase the Number of Shares of Common Stock	Non Routine	Management	04/22/10	FOR	WITH
Bank of America Corporation	BAC	060505104	04/28/10	3,199,200	4 An Advisory (Non-Binding) Vote to Approve Executive Compensation	Non Routine	Management	04/22/10	FOR	WITH
Bank of America Corporation	BAC	060505104	04/28/10	3,199,200	5 Proposal to Amend the 2003 Key Associate Stock Plan	Non Routine	Management	04/22/10	FOR	WITH
Bank of America Corporation	BAC	060505104	04/28/10	3,199,200	6. Proposal Regarding Disclosure of Government Employment	Non Routine	Shareholder	04/22/10	AGAINST	WITH
Bank of America Corporation	BAC	060505104	04/28/10	3,199,200	7. Proposal Regarding Non-Deductible Pay	Non Routine	Shareholder	04/22/10	AGAINST	WITH
Bank of America Corporation	BAC	060505104	04/28/10	3,199,200	8. Proposal Regarding Special Stockholder Meetings	Non Routine	Shareholder	04/22/10	FOR	AGAINST
Bank of America Corporation	BAC	060505104	04/28/10	3,199,200	9. Proposal Regarding an Advisory Vote on Executive Compensation	Non Routine	Shareholder	04/22/10	AGAINST	WITH
Bank of America Corporation	BAC	060505104	04/28/10	3,199,200	10. Proposal Regarding Succession Planning	Non Routine	Shareholder	04/22/10	AGAINST	WITH
Bank of America Corporation	BAC	060505104	04/28/10	3,199,200	11. Proposal Regarding Over-the-Counter Derivatives Trading	Non Routine	Shareholder	04/22/10	AGAINST	WITH
Bank of America Corporation	BAC	060505104	04/28/10	3,199,200	12. Proposal Regarding Recoupment of Incentive Compensation Paid to Senior Executives	Non Routine	Shareholder	04/22/10	AGAINST	WITH
Baxter International	BAX	071813109	05/04/10	738,300	1. Election of Directors	Routine	Management	04/27/10	FOR	WITH
Baxter International	BAX	071813109	05/04/10	738,300	2. Ratify the Selection of PricewaterhouseCoopers LLP as Independent Auditors	Routine	Management	04/27/10	FOR	WITH
Baxter International	BAX	071813109	05/04/10	738,300	3. Adopt Simple Majority Vote	Non Routine	Shareholder	04/27/10	FOR	AGAINST
Berkshire Hathaway “A”	BRKA	084670108	05/01/10	321	1. Election of Directors	Routine	Management	04/26/10	FOR	WITH
Berkshire Hathaway Inc. “A”	BRKA	084670108	01/20/10	398	1. To Approve an Amendment to the Corporation’s Existing Restated Certificate of Incorporation, as Amended, to Effect a 50-for-1 Split of the Corporation’s Class B Common Stock, While Maintaining the Current Economic and Voting Relationship Between the Class B Common Stock and the Class A Common Stock	Non Routine	Management	01/15/10	FOR	WITH
Berkshire Hathaway Inc. “A”	BRKA	084670108	01/20/10	398	2. To Approve an Amendment to the Current Certificate to Clarify that the Class B Common Stock May be Split in the Proposed 50-for-1 Split without Splitting the Class A Common Stock	Non Routine	Management	01/15/10	FOR	WITH
Berkshire Hathaway Inc. “A”	BRKA	084670108	01/20/10	398	3. To Approve an Amendment to the Current Certificate to Change the Par Value of Each Share of Class B Common Stock in Connection with the Proposed 50-for-1 Split, to $0.0033 from the Current Par Value of $0.1667 per Share of Class B Common Stock	Non Routine	Management	01/15/10	FOR	WITH
Berkshire Hathaway Inc. “A”	BRKA	084670108	01/20/10	398	4. To Approve an Amendment to the Current Certificate to Increase the Number of Shares of Class B Common Stock and the Total Number of Shares of All Classes of Stock that the Corporation is Authorized to Issue	Non Routine	Management	01/15/10	FOR	WITH
Berkshire Hathaway Inc. “A”	BRKA	084670108	01/20/10	398	5. To Approve an Amendment to the Current Certificate to Remove the Requirement to Issue Physical Stock Certificates for Shares of Class B Common Stock Upon Conversion of Shares of Class A Common Stock	Non Routine	Management	01/15/10	FOR	WITH
Cardinal Health Inc.	CAH	14149Y108	11/04/09	1,273,200	1. Election of Directors	Routine	Management	11/02/09	FOR	WITH
Cardinal Health Inc.	CAH	14149Y108	11/04/09	1,273,200	2. To Ratify the Selection of Ernst & Young LLP as Auditor	Routine	Management	11/02/09	FOR	WITH
Cardinal Health Inc.	CAH	14149Y108	11/04/09	1,273,200	3. To Re-Approve the Material Terms of the Performance Criteria Under the Company’s Amended and Restated Management Incentive Plan	Non-Routine	Management	11/02/09	FOR	WITH
Cardinal Health Inc.	CAH	14149Y108	11/04/09	1,273,200	4. Proposal Regarding Performance-Based Stock Options	Non-Routine	Shareholder	11/02/09	AGAINST	WITH
Cardinal Health Inc.	CAH	14149Y108	11/04/09	1,273,200	5. Proposal Regarding Amendment to Our Restated Code of Regulations to Require That the Chairman of the Board Be An Independent Director	Non-Routine	Shareholder	11/02/09	AGAINST	WITH
Charles Schwab Corporation	SCHW	808513105	05/13/10	2,353,900	1. Election of Directors	Routine	Management	05/05/10	FOR	WITH
Charles Schwab Corporation	SCHW	808513105	05/13/10	2,353,900	2. Ratify the Selection of Deloitte & Touche LLP as Independent Auditors	Routine	Management	05/05/10	FOR	WITH
Charles Schwab Corporation	SCHW	808513105	05/13/10	2,353,900	3. Approval of the Amended Corporate Executive Bonus Plan	Non Routine	Management	05/05/10	FOR	WITH
Charles Schwab Corporation	SCHW	808513105	05/13/10	2,353,900	4. Proposal Regarding Political Contributions	Non Routine	Shareholder	05/05/10	AGAINST	WITH
Charles Schwab Corporation	SCHW	808513105	05/13/10	2,353,900	5. Proposal Regarding Death Benefits	Non Routine	Shareholder	05/05/10	AGAINST	WITH
CitiGroup Inc.	C	172967101	04/20/10	15,791,400	1. Election of Directors - 15 Nominees	Routine	Management	04/19/10	FOR	WITH
CitiGroup Inc.	C	172967101	04/20/10	15,791,400	2. Ratify the Appointment of KPMG LLP as Independent Auditor	Routine	Management	04/19/10	FOR	WITH
CitiGroup Inc.	C	172967101	04/20/10	15,791,400	3. Proposal to Approve Amendments to the Citigroup 2009 Stock Incentive Plan	Non Routine	Management	04/19/10	FOR	WITH
CitiGroup Inc.	C	172967101	04/20/10	15,791,400	4. Proposal to Approve the TARP Repayment Shares	Non Routine	Management	04/19/10	FOR	WITH
CitiGroup Inc.	C	172967101	04/20/10	15,791,400	5. Proposal to Approve Citi’s 2009 Executive Compensation	Non Routine	Management	04/19/10	FOR	WITH
CitiGroup Inc.	C	172967101	04/20/10	15,791,400	6. Proposal to Ratify the Tax Benefits Preservation Plan	Non Routine	Management	04/19/10	FOR	WITH
CitiGroup Inc.	C	172967101	04/20/10	15,791,400	7. Proposal to Approve the Reverse Stock Split Extension	Non Routine	Management	04/19/10	FOR	WITH
CitiGroup Inc.	C	172967101	04/20/10	15,791,400	8. Proposal Regarding Political Non-Partisanship	Non Routine	Shareholder	04/19/10	AGAINST	WITH
CitiGroup Inc.	C	172967101	04/20/10	15,791,400	9. Proposal Requesting a Report on Political Contributions	Non Routine	Shareholder	04/19/10	AGAINST	WITH
CitiGroup Inc.	C	172967101	04/20/10	15,791,400	10. Proposal Requesting a Report on Collateral for Over-the-Counter Derivatives Trades	Non Routine	Shareholder	04/19/10	AGAINST	WITH
CitiGroup Inc.	C	172967101	04/20/10	15,791,400	11. Proposal Requesting that Stockholders Holding 10% or Above Have the Right to Call Special Stockholder Meetings	Non Routine	Shareholder	04/19/10	FOR	AGAINST
CitiGroup Inc.	C	172967101	04/20/10	15,791,400	12. Proposal Requesting that Executive Officers Retain 75% of the Shares Acquired Through Compensation Plans for Two Years Following Termination of Employment	Non Routine	Shareholder	04/19/10	AGAINST	WITH
CitiGroup Inc.	C	172967101	04/20/10	15,791,400	13. Proposal Requesting Reimbursement of Expenses Incurred by a Stockholder in a Contested Election of Directors	Non Routine	Shareholder	04/19/10	FOR	AGAINST

Page 1 of 4

Sound Shore Fund Proxy Voting from July 1, 2009 through June 30, 2010

Security	Ticker	CUSIP	Meeting Date	# of Shares	Proposal Description	Type of Proposal	Proposed by	Date Voted	How Voted	Voted with / against Management
Coca Cola Company	KO	191216100	04/21/10	572,200	1-14 Election of Directors	Routine	Management	04/16/10	FOR	WITH
Coca Cola Company	KO	191216100	04/21/10	572,200	15. Ratify the Appointment of Ernst & Young LLP as Independent Registered Public Accounting Firm	Routine	Management	04/16/10	FOR	WITH
Coca Cola Company	KO	191216100	04/21/10	572,200	16. Proposal Regarding a Vote on Executive Compensation	Non Routine	Shareholder	04/16/10	AGAINST	WITH
Coca Cola Company	KO	191216100	04/21/10	572,200	17. Proposal Regarding an Independent Board Chair	Non Routine	Shareholder	04/16/10	AGAINST	WITH
Coca Cola Company	KO	191216100	04/21/10	572,200	18. Proposal Regarding Restricted Stock	Non Routine	Shareholder	04/16/10	AGAINST	WITH
Coca Cola Company	KO	191216100	04/21/10	572,200	19. Proposal Regarding a Report on Bisphenol-A	Non Routine	Shareholder	04/16/10	AGAINST	WITH
Comcast Corporation	CMCSA	20030N101	05/20/10	3,345,800	1. Election of Directors - 13 Nominees	Routine	Management	05/07/10	FOR	WITH
Comcast Corporation	CMCSA	20030N101	05/20/10	3,345,800	2. Ratify the Selection of Deloitte & Touche LLP as Independent Auditors	Routine	Management	05/07/10	FOR	WITH
Comcast Corporation	CMCSA	20030N101	05/20/10	3,345,800	3. Approval of the Company’s 2006 Cash Bonus Plan	Non Routine	Management	05/07/10	FOR	WITH
Comcast Corporation	CMCSA	20030N101	05/20/10	3,345,800	4. To Provide for Cumulative Voting in the Election of Directors	Non Routine	Shareholder	05/07/10	AGAINST	WITH
Comcast Corporation	CMCSA	20030N101	05/20/10	3,345,800	5. To Adopt and Disclose a Succession Planning Policy and Issue Annual Reports on Succession Plan	Non Routine	Shareholder	05/07/10	AGAINST	WITH
Comcast Corporation	CMCSA	20030N101	05/20/10	3,345,800	6. To Require that the Chairman of the Board of Directors Not Be a Current or Former Executive Officer	Non Routine	Shareholder	05/07/10	AGAINST	WITH
ConocoPhillips Inc.	COP	20825C104	05/12/10	1,206,700	1. Election of Directors - 14 Nominees	Routine	Management	05/05/10	FOR	WITH
ConocoPhillips Inc.	COP	20825C104	05/12/10	1,206,700	2. Ratify the Appointment of Ernst & Young LLP as Independent Registered Public Accounting Firm	Routine	Management	05/05/10	FOR	WITH
ConocoPhillips Inc.	COP	20825C104	05/12/10	1,206,700	3. Report on Board Risk Management Oversight	Non Routine	Shareholder	05/05/10	AGAINST	WITH
ConocoPhillips Inc.	COP	20825C104	05/12/10	1,206,700	4. Proposal Regarding Greenhouse Gas Reduction	Non Routine	Shareholder	05/05/10	AGAINST	WITH
ConocoPhillips Inc.	COP	20825C104	05/12/10	1,206,700	5. Proposal Regarding Oil Sands Drilling	Non Routine	Shareholder	05/05/10	AGAINST	WITH
ConocoPhillips Inc.	COP	20825C104	05/12/10	1,206,700	6. Proposal Regarding Louisiana Wetlands	Non Routine	Shareholder	05/05/10	AGAINST	WITH
ConocoPhillips Inc.	COP	20825C104	05/12/10	1,206,700	7. Report to Shareowners the Financial Risks Resulting from Climate Change	Non Routine	Shareholder	05/05/10	AGAINST	WITH
ConocoPhillips Inc.	COP	20825C104	05/12/10	1,206,700	8. Report on Reduction of Toxic Pollution	Non Routine	Shareholder	05/05/10	AGAINST	WITH
ConocoPhillips Inc.	COP	20825C104	05/12/10	1,206,700	9. Report on Gender Identity Non-Discrimination Policy	Non Routine	Shareholder	05/05/10	AGAINST	WITH
ConocoPhillips Inc.	COP	20825C104	05/12/10	1,206,700	10. Report on Political Contributions	Non Routine	Shareholder	05/05/10	AGAINST	WITH
Credit Suisse Group AG	CS	225401108	04/30/10	1,119,000	1.2 Consultative Vote on the 2009 Remuneration Report	Non Routine	Management	04/21/10	FOR	WITH
Credit Suisse Group AG	CS	225401108	04/30/10	1,119,000	1.3 Approval of the Annual Report, the Parent Company’s 2009 Financial Statements and the Group’s 2009 Consolidated Financial Statements	Non Routine	Management	04/21/10	FOR	WITH
Credit Suisse Group AG	CS	225401108	04/30/10	1,119,000	2. Discharge of the Acts of the Members of the Board of Directors and Executive Board	Non Routine	Management	04/21/10	FOR	WITH
Credit Suisse Group AG	CS	225401108	04/30/10	1,119,000	3. Appropriation of Retained Earnings	Non Routine	Management	04/21/10	FOR	WITH
Credit Suisse Group AG	CS	225401108	04/30/10	1,119,000	4. Amendment of the Articles of Association in Line with the New Swiss Federal Intermediated Securities Act	Non Routine	Management	04/21/10	FOR	WITH
Credit Suisse Group AG	CS	225401108	04/30/10	1,119,000	5.1a Election to the Board of Directors: Re-election: Noreen Doyle	Routine	Management	04/21/10	FOR	WITH
Credit Suisse Group AG	CS	225401108	04/30/10	1,119,000	5.1b Election to the Board of Directors: Re-election: Aziz R.D. Syriani	Routine	Management	04/21/10	FOR	WITH
Credit Suisse Group AG	CS	225401108	04/30/10	1,119,000	5.1c Election to the Board of Directors: Re-election: David W. Syz	Routine	Management	04/21/10	FOR	WITH
Credit Suisse Group AG	CS	225401108	04/30/10	1,119,000	5.1d Election to the Board of Directors: Re-election: Peter F. Weibel	Routine	Management	04/21/10	FOR	WITH
Credit Suisse Group AG	CS	225401108	04/30/10	1,119,000	5.1e Election to the Board of Directors: Election: Jassminn Bin Hamad J.J. Al Thani	Routine	Management	04/21/10	FOR	WITH
Credit Suisse Group AG	CS	225401108	04/30/10	1,119,000	5.1f Election to the Board of Directors: Election: Robert H. Benmosche	Routine	Management	04/21/10	FOR	WITH
Credit Suisse Group AG	CS	225401108	04/30/10	1,119,000	5.2 Election of the Independent Auditors KPMG AG, Zurich	Routine	Management	04/21/10	FOR	WITH
Credit Suisse Group AG	CS	225401108	04/30/10	1,119,000	5.3 Election of Special Auditors	Non Routine	Management	04/21/10	FOR	WITH
Credit Suisse Group AG	CS	225401108	04/30/10	1,119,000	6. If Voting or Elections Takes Place on Proposals that Have Not Been Submitted Until the Annual General Meeting Itself as Defined in Art. 700 Paras. 3 and 4 of the Swiss Code of Obligations, I Hereby Authorize the Independent Proxy to Vote in Favor of the Proposal of the Board of Directors	Non Routine	Management	04/21/10	FOR	WITH
Devon Energy Corporation	DVN	25179M103	06/09/10	853,900	1. Election of Directors	Routine	Management	05/20/10	FOR	WITH
Devon Energy Corporation	DVN	25179M103	06/09/10	853,900	2. Ratify the Appointment of KPMG LLP as Independent Auditor	Routine	Management	05/20/10	FOR	WITH
Devon Energy Corporation	DVN	25179M103	06/09/10	853,900	3. Adopt Simple Majority Vote	Non Routine	Shareholder	05/20/10	FOR	AGAINST
eBay Inc.	EBAY	278642103	04/29/10	2,030,800	1. Election of Directors	Routine	Management	04/23/10	FOR	WITH
eBay Inc.	EBAY	278642103	04/29/10	2,030,800	2. Approve the Amendment and Restatement of the eBay Incentive Plan	Non Routine	Management	04/23/10	FOR	WITH
eBay Inc.	EBAY	278642103	04/29/10	2,030,800	3. Approve the Amendment and Restatement of the 2008 Equity Incentive Plan	Non Routine	Management	04/23/10	FOR	WITH
eBay Inc.	EBAY	278642103	04/29/10	2,030,800	4. To Ratify the Appointment of PricewaterhouseCoopers LLP as Independent Auditor	Routine	Management	04/23/10	FOR	WITH
El Paso Corporation	EP	28336L1098	05/19/10	4,360,200	1. Election of Directors - 12 Nominees	Routine	Management	05/12/10	FOR	WITH
El Paso Corporation	EP	28336L1098	05/19/10	4,360,200	2, Approval of the Company’s 2005 Omnibus Incentive Compensation Plan	Non Routine	Management	05/12/10	FOR	WITH
El Paso Corporation	EP	28336L1098	05/19/10	4,360,200	3. To Ratify the Appointment of Ernst & Young LLP as Independent Auditors	Routine	Management	05/12/10	FOR	WITH
EQT Corporation	EQT	26884L109	04/21/10	992,800	1. Election of Directors	Routine	Management	04/14/10	FOR	WITH
EQT Corporation	EQT	26884L109	04/21/10	992,800	2. Ratify the Appointment of Ernst & Young LLP as Independent Registered Public Accounting Firm	Routine	Management	04/14/10	FOR	WITH
EQT Corporation	EQT	26884L109	04/21/10	992,800	3. Proposal Regarding a Majority Vote Standard in Director Elections	Non Routine	Shareholder	04/14/10	FOR	AGAINST
EQT Corporation	EQT	26884L109	04/21/10	992,800	4. Proposal Regarding Sustainability Report/Climate Change Disclosure	Non Routine	Shareholder	04/14/10	AGAINST	WITH
Exelon Corporation	EXC	30161N101	04/27/10	1,302,000	1. Election of Directors - 16 Nominees	Routine	Management	04/22/10	FOR	WITH
Exelon Corporation	EXC	30161N101	04/27/10	1,302,000	2. Approval of Exelon’s 2011 Long-Term Incentive Plan	Non Routine	Management	04/22/10	FOR	WITH
Exelon Corporation	EXC	30161N101	04/27/10	1,302,000	3. Ratification of PricewaterhouseCoopers LLP as Independent Auditor	Routine	Management	04/22/10	FOR	WITH
Flextronics International Ltd.	FLEX	Y2573F102	07/13/09	9,499,900	1. To Amend Certain of the Company’s Existing Equity Incentive Plans to Allow for a One-Time Stock Option Exchange Program for Employees of the Company	Non-Routine	Management	07/02/09	FOR	WITH
Flextronics International Ltd.	FLEX	Y2573F102	09/22/09	8,077,300	1a Re-election of Director: James A. Davidson	Routine	Management	09/14/09	FOR	WITH
Flextronics International Ltd.	FLEX	Y2573F102	09/22/09	8,077,300	1b Re-election of Director: Lip Bu Tan	Routine	Management	09/14/09	FOR	WITH
Flextronics International Ltd.	FLEX	Y2573F102	09/22/09	8,077,300	2a Re-election of Director: Rorbert L. Edwards	Routine	Management	09/14/09	FOR	WITH
Flextronics International Ltd.	FLEX	Y2573F102	09/22/09	8,077,300	2b Re-election of Director: Daniel H. Schulman	Routine	Management	09/14/09	FOR	WITH
Flextronics International Ltd.	FLEX	Y2573F102	09/22/09	8,077,300	2c Re-election of Director: William D. Watkins	Routine	Management	09/14/09	FOR	WITH
Flextronics International Ltd.	FLEX	Y2573F102	09/22/09	8,077,300	3. To Approve the Reappointment of Deloitte & Touche LLP as Independent Auditors	Routine	Management	09/14/09	FOR	WITH
Flextronics International Ltd.	FLEX	Y2573F102	09/22/09	8,077,300	4. To Approve the General Authorization for the Directors of Flextronics to Allot and Issue Ordinary Shares	Non-Routine	Management	09/14/09	FOR	WITH
Flextronics International Ltd.	FLEX	Y2573F102	09/22/09	8,077,300	5. To Approve the Renewal of the Share Purchase Mandate Relating to Acquisitions by Flextronics of Its Own Issued Ordinary Shares	Non-Routine	Management	09/14/09	FOR	WITH

Page 2 of 4

Sound Shore Fund Proxy Voting from July 1, 2009 through June 30, 2010

Security	Ticker	CUSIP	Meeting Date	# of Shares	Proposal Description	Type of Proposal	Proposed by	Date Voted	How Voted	Voted with / against Management
Flextronics International Ltd.	FLEX	Y2573F102	09/22/09	8,077,300	6. To Approve Changes in the Cash Compensation Payable to Flextronics Non-Employee Directors and Additional Cash Compensation for the Chairman of the Board of Directors	Non-Routine	Management	09/14/09	FOR	WITH
Genzyme Corporation	GENZ	372917104	06/16/10	1,182,600	1. Election of Directors - 9 Nominees	Routine	Management	06/11/10	FOR	WITH
Genzyme Corporation	GENZ	372917104	06/16/10	1,182,600	2. Proposal to Amend the 2004 Equity Incentive Plan to Increase the Number of Shares of Common Stock Available for Issuance Under the Plan by 2,750,000 Shares	Non Routine	Management	06/11/10	FOR	WITH
Genzyme Corporation	GENZ	372917104	06/16/10	1,182,600	3. Proposal to Amend the 2009 Employee Stock Purchase Plan to Increase the Number of Common Shares Available for Issuance Under the Plan by 1,500,000 Shares	Non Routine	Management	06/11/10	FOR	WITH
Genzyme Corporation	GENZ	372917104	06/16/10	1,182,600	4. Proposal to Amend the 2007 Director Equity Plan to Increase the Number of Shares of Common Stock Available for Issuance Under the Plan by 250,000 Shares	Non Routine	Management	06/11/10	FOR	WITH
Genzyme Corporation	GENZ	372917104	06/16/10	1,182,600	5. Proposal to Amend the Restated Articles of Organization to Reduce the Percentage of Shares Required for Shareholders to Call a Special Meeting of Shareholders from 90% to 40%	Non Routine	Management	06/11/10	FOR	WITH
Genzyme Corporation	GENZ	372917104	06/16/10	1,182,600	6. Ratify the Selection of PricewaterhouseCoopers LLP as Independent Auditors	Routine	Management	06/11/10	FOR	WITH
Hess Corporation	HES	42809H107	05/05/10	900,700	1. Election of Directors	Routine	Management	04/27/10	FOR	WITH
Hess Corporation	HES	42809H107	05/05/10	900,700	2. Ratify the Appointment of Ernst & Young LLP as Independent Registered Public Accounting Firm	Routine	Management	04/27/10	FOR	WITH
Hess Corporation	HES	42809H107	05/05/10	900,700	3. Approval of Amendment to 2008 Long-Term Incentive Plan to Increase Shares Available for Award by 8 Million Shares	Non Routine	Management	04/27/10	FOR	WITH
Hess Corporation	HES	42809H107	05/05/10	900,700	4. Proposal Requesting the Company to Provide a Report on Political Spending and Policies	Non Routine	Shareholder	04/27/10	AGAINST	WITH
Intuit Inc.	INTU	461202103	12/15/09	1,822,500	1. Election of Directors	Routine	Management	12/09/09	FOR	WITH
Intuit Inc.	INTU	461202103	12/15/09	1,822,500	2. Ratify the Appointment of Ernst & Young LLP as Independent Auditor	Routine	Management	12/09/09	FOR	WITH
Intuit Inc.	INTU	461202103	12/15/09	1,822,500	3. Amend Omnibus Stock Plan	Non-Routine	Management	12/09/09	FOR	WITH
Intuit Inc.	INTU	461202103	12/15/09	1,822,500	4. Amend Qualified Employee Stock Purchase Plan	Non-Routine	Management	12/09/09	FOR	WITH
Invesco Ltd	IVZ	G491BT108	05/18/10	2,684,000	1. Election of Directors - 4 Nominees	Routine	Management	05/07/10	FOR	WITH
Invesco Ltd	IVZ	G491BT108	05/18/10	2,684,000	2. Appointment of Ernst & Young LLP as Independent Registered Accounting Firm	Routine	Management	05/07/10	FOR	WITH
Marsh & McLennan Cos	MMC	571748102	05/20/10	2,402,300	1. Election of Directors - 8 Nominees	Routine	Management	05/13/10	FOR	WITH
Marsh & McLennan Cos	MMC	571748102	05/20/10	2,402,300	2. Ratification of Deloitte & Touche LLP as Independent Registered Public Accounting Firm	Routine	Management	05/13/10	FOR	WITH
Marsh & McLennan Cos	MMC	571748102	05/20/10	2,402,300	3. Shareholder Action by Written Consent	Non Routine	Shareholder	05/13/10	FOR	AGAINST
Microsoft Corporation	MSFT	594918107	11/19/09	2,057,400	1 - 9. Election of Directors	Routine	Management	11/06/09	FOR	WITH
Microsoft Corporation	MSFT	594918107	11/19/09	2,057,400	10. To Ratify the Selection of Deloitte & Touche LLP as Independent Auditor	Routine	Management	11/06/09	FOR	WITH
Microsoft Corporation	MSFT	594918107	11/19/09	2,057,400	11. Amendments to Amended and Restated Articles of Incorporation	Non-Routine	Management	11/06/09	FOR	WITH
Microsoft Corporation	MSFT	594918107	11/19/09	2,057,400	12. Advisory Vote on Executive Compensation	Non-Routine	Management	11/06/09	FOR	WITH
Microsoft Corporation	MSFT	594918107	11/19/09	2,057,400	13. Adopt Principles for Health Care Reform	Non-Routine	Shareholder	11/06/09	AGAINST	WITH
Microsoft Corporation	MSFT	594918107	11/19/09	2,057,400	14. Report on Charitable Contributions	Non-Routine	Shareholder	11/06/09	AGAINST	WITH
Morgan Stanley	MS	617446448	05/18/10	1,792,300	1. Election of Directors - 13 Nominees	Routine	Management	05/11/10	FOR	WITH
Morgan Stanley	MS	617446448	05/18/10	1,792,300	2. Ratification of Deloitte & Touche LLP as Independent Registered Public Accounting Firm	Routine	Management	05/11/10	FOR	WITH
Morgan Stanley	MS	617446448	05/18/10	1,792,300	3. To Approve Compensation of Executives as Disclosed in the Proxy Statement (Non-Binding Advisory Resolution)	Non Routine	Management	05/11/10	FOR	WITH
Morgan Stanley	MS	617446448	05/18/10	1,792,300	4. To Amend the 2007 Equity Incentive Compensation Plan	Non Routine	Management	05/11/10	FOR	WITH
Morgan Stanley	MS	617446448	05/18/10	1,792,300	5. Proposal Regarding Special Shareowner Meetings	Non Routine	Shareholder	05/11/10	FOR	AGAINST
Morgan Stanley	MS	617446448	05/18/10	1,792,300	6. Proposal Regarding Executive Equity Holdings Requirement	Non Routine	Shareholder	05/11/10	AGAINST	WITH
Morgan Stanley	MS	617446448	05/18/10	1,792,300	7. Proposal Regarding Independent Chair	Non Routine	Shareholder	05/11/10	AGAINST	WITH
Morgan Stanley	MS	617446448	05/18/10	1,792,300	8. Proposal Regarding Report on Pay Disparity	Non Routine	Shareholder	05/11/10	AGAINST	WITH
Morgan Stanley	MS	617446448	05/18/10	1,792,300	9. Proposal Regarding Recoupment of Management Bonuses	Non Routine	Shareholder	05/11/10	AGAINST	WITH
Newmont Mining Corporation	NEM	651639106	04/23/10	1,139,000	1. Election of Directors	Routine	Management	04/14/10	FOR	WITH
Newmont Mining Corporation	NEM	651639106	04/23/10	1,139,000	2. To Ratify the Appointment of PricewaterhouseCoopers LLP as Independent Auditor	Routine	Management	04/14/10	FOR	WITH
Newmont Mining Corporation	NEM	651639106	04/23/10	1,139,000	3. Proposal Regarding Special Meetings	Non Routine	Shareholder	04/14/10	FOR	AGAINST
Newmont Mining Corporation	NEM	651639106	04/23/10	1,139,000	4. Proposal to Approve Majority Voting for the Election of Directors in a Non-Contested Election	Non Routine	Shareholder	04/14/10	FOR	AGAINST
Novartis AG ADR	NVS	66987V109	02/26/10	949,900	1. Approval of the Annual Report, the Financial Statements and the Group Consolidated Financial Statements for the Business Year 2009	Non Routine	Management	02/18/10	FOR	WITH
Novartis AG ADR	NVS	66987V109	02/26/10	949,900	2. Discharge from Liability of the Members of the Board of Directors and Executive Committee	Non Routine	Management	02/18/10	FOR	WITH
Novartis AG ADR	NVS	66987V109	02/26/10	949,900	3. Appropriation of Available Earnings of Novartis AG as per Balance Sheet and Declaration of Dividend	Non Routine	Management	02/18/10	FOR	WITH
Novartis AG ADR	NVS	66987V109	02/26/10	949,900	4.1 Implementation of the Book Entry Securities Act	Non Routine	Management	02/18/10	FOR	WITH
Novartis AG ADR	NVS	66987V109	02/26/10	949,900	4.2 Introduction of a Conservative Vote on the Compensation System	Non Routine	Management	02/18/10	FOR	WITH
Novartis AG ADR	NVS	66987V109	02/26/10	949,900	5a Re-election of Marjorie M.T. Yang as a Director for a 3 Year Term	Routine	Management	02/18/10	FOR	WITH
Novartis AG ADR	NVS	66987V109	02/26/10	949,900	5b Re-election of Daniel Vasella, M.D., as a Director for a 3 Year Term	Routine	Management	02/18/10	FOR	WITH
Novartis AG ADR	NVS	66987V109	02/26/10	949,900	5c Re-election of Hans-Joerg Rudloff as a Director for a 1 Year Term	Routine	Management	02/18/10	FOR	WITH
Novartis AG ADR	NVS	66987V109	02/26/10	949,900	6. Appointment of PricewaterhouseCoopers AG as Auditor	Routine	Management	02/18/10	FOR	WITH
Novartis AG ADR	NVS	66987V109	02/26/10	949,900	7. Additional and/or Counter-Proposals Presented at the Meeting	Non Routine	Management	02/18/10	FOR	WITH
Pfizer Inc.	PFE	717081103	04/22/10	3,391,100	1. Election of Directors - 15 Nominees	Routine	Management	04/20/10	FOR	WITH
Pfizer Inc.	PFE	717081103	04/22/10	3,391,100	2. Ratify the Appointment of KPMG LLP as Independent Auditor	Routine	Management	04/20/10	FOR	WITH
Pfizer Inc.	PFE	717081103	04/22/10	3,391,100	3. Advisory Vote on Executive Compensation	Non Routine	Management	04/20/10	FOR	WITH
Pfizer Inc.	PFE	717081103	04/22/10	3,391,100	4. Approval of By-Law Amendment to Reduce the Percentage of Shares Required for Shareholders to Call Special Meetings	Non Routine	Management	04/20/10	FOR	WITH
Pfizer Inc.	PFE	717081103	04/22/10	3,391,100	5. Proposal Regarding Stock Options	Non Routine	Shareholder	04/20/10	AGAINST	WITH
Qualcomm Inc.	QCOM	747525103	03/02/10	1,145,700	1. Election of Directors	Routine	Management	02/22/10	FOR	WITH
Qualcomm Inc.	QCOM	747525103	03/02/10	1,145,700	2. Approve an Amendment to the 2006 Long-Term Incentive Plan to Increase the Share Reserve by 13,000,000 Shares	Non Routine	Management	02/22/10	FOR	WITH
Qualcomm Inc.	QCOM	747525103	03/02/10	1,145,700	3. Ratify the Selection of PricewaterhouseCoopers LLP as Independent Auditors	Routine	Management	02/22/10	FOR	WITH
Schlumberger N V ADR	SLB	806857108	04/07/10	307,500	1. To Elect 12 Directors	Routine	Management	04/05/10	FOR	WITH
Schlumberger N V ADR	SLB	806857108	04/07/10	307,500	2. To Adopt and Approve Financials and Dividends	Non Routine	Management	04/05/10	FOR	WITH
Schlumberger N V ADR	SLB	806857108	04/07/10	307,500	3. To Approve the Adoption of the Schlumberger 2010 Stock Incentive Plan	Non Routine	Management	04/05/10	FOR	WITH
Schlumberger N V ADR	SLB	806857108	04/07/10	307,500	4. To Approve the Adoption of the Amendment to the Schlumberger Discounted Stock Purchase Plan	Non Routine	Management	04/05/10	FOR	WITH
Schlumberger N V ADR	SLB	806857108	04/07/10	307,500	5. To Approve the Appointment of PricewaterhouseCoopers LLP as Independent Auditor	Routine	Management	04/05/10	FOR	WITH

Page 3 of 4

Sound Shore Fund Proxy Voting from July 1, 2009 through June 30, 2010

Security	Ticker	CUSIP	Meeting Date	# of Shares	Proposal Description	Type of Proposal	Proposed by	Date Voted	How Voted	Voted with / against Management
Southwest Airlines Company	LUV	844741108	05/19/10	2,524,000	1. Election of Directors - 9 Nominees	Routine	Management	05/12/10	FOR	WITH
Southwest Airlines Company	LUV	844741108	05/19/10	2,524,000	2. Approval of the Company’s Amended and Restated 2007 Equity Incentive Plan	Non Routine	Management	05/12/10	FOR	WITH
Southwest Airlines Company	LUV	844741108	05/19/10	2,524,000	3. To Ratify the Appointment of Ernst & Young LLP as Independent Auditors	Routine	Management	05/12/10	FOR	WITH
Southwest Airlines Company	LUV	844741108	05/19/10	2,524,000	4. Shareholder Action by Written Consent	Non Routine	Shareholder	05/12/10	FOR	AGAINST
State Street Corporation	STT	857477103	05/19/10	1,194,400	1. Election of Directors - 14 Nominees	Routine	Management	05/10/10	FOR	WITH
State Street Corporation	STT	857477103	05/19/10	1,194,400	2. Approval of a Non-Binding Advisory Proposal on Executive Compensation	Non Routine	Management	05/10/10	FOR	WITH
State Street Corporation	STT	857477103	05/19/10	1,194,400	3. To Ratify the Appointment of Ernst & Young LLP as Independent Auditors	Routine	Management	05/10/10	FOR	WITH
State Street Corporation	STT	857477103	05/19/10	1,194,400	4. Proposal Relating to the Separation of the Roles of the Chairman and Chief Executive Officer	Non Routine	Shareholder	05/10/10	AGAINST	WITH
State Street Corporation	STT	857477103	05/19/10	1,194,400	5. Proposal Relating to a Review of Pay Disparity	Non Routine	Shareholder	05/10/10	AGAINST	WITH
Symantec Corporation	SYMC	871503108	09/23/09	2,853,000	1. To Elect Ten Nominees to Symantec’s Board of Directors	Routine	Management	09/18/09	FOR	WITH
Symantec Corporation	SYMC	871503108	09/23/09	2,853,000	2. Ratify Appointment of KPMG LLP as Independent Registered Public Accounting Firm	Routine	Management	09/18/09	FOR	WITH
Symantec Corporation	SYMC	871503108	09/23/09	2,853,000	3. Proposal Regarding Special Shareowner Meetings	Non-Routine	Shareholder	09/18/09	FOR	AGAINST
Texas Instruments	TXN	882508104	04/15/10	2,524,200	1A. Election of Director: R.W. Babb, Jr.	Routine	Management	04/05/10	FOR	WITH
Texas Instruments	TXN	882508104	04/15/10	2,524,200	1B. Election of Director: D.L. Boren	Routine	Management	04/05/10	FOR	WITH
Texas Instruments	TXN	882508104	04/15/10	2,524,200	1C. Election of Director: D.A. Carp	Routine	Management	04/05/10	FOR	WITH
Texas Instruments	TXN	882508104	04/15/10	2,524,200	1D. Election of Director: C.S. Cox	Routine	Management	04/05/10	FOR	WITH
Texas Instruments	TXN	882508104	04/15/10	2,524,200	1E. Election of Director: D.R. Goode	Routine	Management	04/05/10	FOR	WITH
Texas Instruments	TXN	882508104	04/15/10	2,524,200	1F. Election of Director: S.P. Macmillan	Routine	Management	04/05/10	FOR	WITH
Texas Instruments	TXN	882508104	04/15/10	2,524,200	1G. Election of Director: P.H. Patsley	Routine	Management	04/05/10	FOR	WITH
Texas Instruments	TXN	882508104	04/15/10	2,524,200	1H. Election of Director: W.R. Sanders	Routine	Management	04/05/10	FOR	WITH
Texas Instruments	TXN	882508104	04/15/10	2,524,200	1I. Election of Director: R.J. Simmons	Routine	Management	04/05/10	FOR	WITH
Texas Instruments	TXN	882508104	04/15/10	2,524,200	1J. Election of Director: R.K. Templeton	Routine	Management	04/05/10	FOR	WITH
Texas Instruments	TXN	882508104	04/15/10	2,524,200	1K. Election of Director: C.T. Whitman	Routine	Management	04/05/10	FOR	WITH
Texas Instruments	TXN	882508104	04/15/10	2,524,200	2. Ratify the Appointment of Ernst & Young LLP as Independent Registered Public Accounting Firm	Routine	Management	04/05/10	FOR	WITH
Time Warner Inc.	TWX	887317303	05/21/10	1,077,200	1. Election of Directors - 12 Nominees	Routine	Management	05/14/10	FOR	WITH
Time Warner Inc.	TWX	887317303	05/21/10	1,077,200	2. To Ratify the Appointment of Ernst & Young LLP as Independent Auditors	Routine	Management	05/14/10	FOR	WITH
Time Warner Inc.	TWX	887317303	05/21/10	1,077,200	3. Proposal to Approve the Company’s 2010 Stock Incentive Plan	Non Routine	Management	05/14/10	FOR	WITH
Time Warner Inc.	TWX	887317303	05/21/10	1,077,200	4. Proposal to Approve an Amendment to the Company’s By-laws to Provide that Holders of at Least 15% of the Combined Voting Power of the Company’s Outstanding Capital Stock May Request a Special Meeting of Stockholders	Non Routine	Management	05/14/10	FOR	WITH
Time Warner Inc.	TWX	887317303	05/21/10	1,077,200	5. Proposal Regarding Simple Majority Vote	Non Routine	Shareholder	05/14/10	FOR	AGAINST
Time Warner Inc.	TWX	887317303	05/21/10	1,077,200	6. Proposal Regarding Equity Retention Policy	Non Routine	Shareholder	05/14/10	AGAINST	WITH
Time Warner Inc.	TWX	887317303	05/21/10	1,077,200	7. Proposal Regarding Advisory Resolution to Ratify Compensation of Named Executive Officers	Non Routine	Shareholder	05/14/10	AGAINST	WITH
UnitedHealth Group Inc.	UNH	91324P102	05/24/10	1,292,600	1. Election of Directors - 9 Nominees	Routine	Management	05/19/10	FOR	WITH
UnitedHealth Group Inc.	UNH	91324P102	05/24/10	1,292,600	2. Ratification of Deloitte & Touche LLP as Independent Registered Public Accounting Firm	Routine	Management	05/19/10	FOR	WITH
UnitedHealth Group Inc.	UNH	91324P102	05/24/10	1,292,600	3. Proposal Concerning Disclosure of Lobbying Expenses	Non Routine	Shareholder	05/19/10	AGAINST	WITH
UnitedHealth Group Inc.	UNH	91324P102	05/24/10	1,292,600	4. Proposal Concerning Advisory Vote on Executive Compensation	Non Routine	Shareholder	05/19/10	AGAINST	WITH
Valero Energy Corporation	VLO	91913Y100	04/29/10	2,998,700	1. Election of Directors	Routine	Management	04/23/10	FOR	WITH
Valero Energy Corporation	VLO	91913Y100	04/29/10	2,998,700	2. Ratify the Appointment of KPMG LLP as Independent Auditor	Routine	Management	04/23/10	FOR	WITH
Valero Energy Corporation	VLO	91913Y100	04/29/10	2,998,700	3. Re-Approve the 2005 Omnibus Stock Incentive Plan	Non Routine	Management	04/23/10	FOR	WITH
Valero Energy Corporation	VLO	91913Y100	04/29/10	2,998,700	4. Advisory Resolution to Ratify Named Executive Officer Compensation	Non Routine	Management	04/23/10	FOR	WITH
Valero Energy Corporation	VLO	91913Y100	04/29/10	2,998,700	5. Report on Impact of Valero’s Operations on Rainforest Sustainability	Non Routine	Shareholder	04/23/10	AGAINST	WITH
Valero Energy Corporation	VLO	91913Y100	04/29/10	2,998,700	6. Disclosure of Political Contributions/Trade Associations	Non Routine	Shareholder	04/23/10	AGAINST	WITH
Valero Energy Corporation	VLO	91913Y100	04/29/10	2,998,700	7. Stock Retention by Executives	Non Routine	Shareholder	04/23/10	AGAINST	WITH
Visa Inc.	V	92826C839	01/20/10	433,800	1. Election of Directors	Routine	Management	01/08/10	FOR	WITH
Visa Inc.	V	92826C839	01/20/10	433,800	2. Ratify the Appointment of KPMG LLP as Independent Auditor	Routine	Management	01/08/10	FOR	WITH
Wal-Mart Stores Inc.	WMT	931142103	06/04/10	1,183,800	1. Election of Directors - 15 Nominees	Routine	Management	06/02/10	FOR	WITH
Wal-Mart Stores Inc.	WMT	931142103	06/04/10	1,183,800	2. Ratify the Appointment of Ernst & Young LLP as Independent Registered Public Accounting Firm	Routine	Management	06/02/10	FOR	WITH
Wal-Mart Stores Inc.	WMT	931142103	06/04/10	1,183,800	3. Approval of the Company’s Stock Incentive Plan of 2010	Non Routine	Management	06/02/10	FOR	WITH
Wal-Mart Stores Inc.	WMT	931142103	06/04/10	1,183,800	4. Approval of the ASDA Limited Sharesave Plan 2000, as Amended	Non Routine	Management	06/02/10	FOR	WITH
Wal-Mart Stores Inc.	WMT	931142103	06/04/10	1,183,800	5. Proposal Regarding Gender Identity Non-Discrimination Policy	Non Routine	Shareholder	06/02/10	AGAINST	WITH
Wal-Mart Stores Inc.	WMT	931142103	06/04/10	1,183,800	6. Advisory Vote on Executive Compensation	Non Routine	Shareholder	06/02/10	AGAINST	WITH
Wal-Mart Stores Inc.	WMT	931142103	06/04/10	1,183,800	7. Political Contributions Report	Non Routine	Shareholder	06/02/10	AGAINST	WITH
Wal-Mart Stores Inc.	WMT	931142103	06/04/10	1,183,800	8. Special Shareowner Meetings	Non Routine	Shareholder	06/02/10	FOR	AGAINST
Wal-Mart Stores Inc.	WMT	931142103	06/04/10	1,183,800	9. Proposal Regarding Poultry Slaughter	Non Routine	Shareholder	06/02/10	AGAINST	WITH
Wal-Mart Stores Inc.	WMT	931142103	06/04/10	1,183,800	10. Proposal Regarding Lobbying Priorities Report	Non Routine	Shareholder	06/02/10	AGAINST	WITH
Washington Post Company	WPO	939640108	05/13/10	97,700	1. Election of Directors	Routine	Management	04/27/10	FOR	WITH
Washington Post Company	WPO	939640108	05/13/10	97,700	2. Proposal to Approve Certain Amendments to the Company’s Incentive Compensation Plan	Non Routine	Management	04/27/10	FOR	WITH

Page 4 of 4

SIGNATURES

Pursuant to the requirements of the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Sound Shore Fund, Inc.

(Registrant)

By:

/S/    T. GIBBS KANE, JR.        

T. Gibbs Kane, Jr

President

Date: July 21, 2010