UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT
INVESTMENT COMPANIES
Investment Company Act file number 811-04244
SOUND SHORE FUND, INC.
Three Canal Plaza, Suite 600
Portland, Maine 04101
John P. DeGulis, President
8 Sound Shore Drive
Greenwich, Connecticut 06830
Date of fiscal year end: December 31
Date of reporting period: January 1, 2024 – June 30, 2024
Item 1. Reports to Stockholders.
(a) A copy of the report transmitted to stockholders pursuant to Rule 30e-1 under the Investment Company Act, as amended (“Act”), is attached hereto.
Semi-Annual Shareholder Report - June 30, 2024
This semi-annual shareholder report contains important information about the Sound Shore Fund for the period of January 1, 2024, to June 30, 2024. You can find additional information about the Fund at https://soundshorefund.com/investor-resources-documents/. You can also request this information by contacting us at (800) 551-1980.
What were the Fund's costs for the last six months?
(based on a hypothetical $10,000 investment)
| Class Name | Costs of a $10,000 investment | Costs paid as a percentage of a $10,000 investmentFootnote Reference(a) |
|---|
| Institutional Class | $40 | 0.75% |
| Footnote | Description |
Footnote(a) | Annualized for a period less than one year. |
How did the Fund perform in the last six months?
The Fund's year to date strong performance was driven by a diverse group of holdings led by investments in the utility, health care and information technology sectors.
The first half of the year has been full of typical apprehension on Wall Street as geopolitical tensions continue, the macro outlook remains uncertain and the political cycle enters the scene. The Federal Reserve has kept investors guessing on its decision and timing of a rate cut, while inflationary pressure on the economy and markets remained front and center.
We believe in the current environment, our emphasis on stock specific sources of out-performance should prove as relevant as ever, despite this long list of concerns about the economy and market volatility.
Total Return Based on a $1,000,000 Investment
| Date | Institutional Class | S&P 500® Index | Russell 1000® Value Index |
|---|
| 6/14 | $1,000,000 | $1,000,000 | $1,000,000 |
| 9/14 | $998,663 | $1,011,279 | $998,068 |
| 12/14 | $1,028,546 | $1,061,163 | $1,047,773 |
| 3/15 | $1,038,227 | $1,071,249 | $1,040,209 |
| 6/15 | $1,035,405 | $1,074,228 | $1,041,336 |
| 9/15 | $928,732 | $1,005,065 | $953,917 |
| 12/15 | $978,811 | $1,075,847 | $1,007,676 |
| 3/16 | $984,724 | $1,090,347 | $1,024,181 |
| 6/16 | $1,001,752 | $1,117,119 | $1,071,122 |
| 9/16 | $1,070,313 | $1,160,151 | $1,108,403 |
| 12/16 | $1,123,645 | $1,204,518 | $1,182,410 |
| 3/17 | $1,175,146 | $1,277,585 | $1,221,052 |
| 6/17 | $1,217,167 | $1,317,039 | $1,237,470 |
| 9/17 | $1,253,927 | $1,376,048 | $1,276,024 |
| 12/17 | $1,307,997 | $1,467,483 | $1,343,976 |
| 3/18 | $1,273,635 | $1,456,343 | $1,305,898 |
| 6/18 | $1,284,581 | $1,506,351 | $1,321,251 |
| 9/18 | $1,356,899 | $1,622,503 | $1,396,611 |
| 12/18 | $1,144,530 | $1,403,143 | $1,232,868 |
| 3/19 | $1,280,864 | $1,594,644 | $1,380,004 |
| 6/19 | $1,338,772 | $1,663,274 | $1,433,057 |
| 9/19 | $1,306,285 | $1,691,522 | $1,452,484 |
| 12/19 | $1,413,474 | $1,844,942 | $1,560,087 |
| 3/20 | $1,001,528 | $1,483,370 | $1,143,076 |
| 6/20 | $1,177,492 | $1,788,104 | $1,306,429 |
| 9/20 | $1,260,217 | $1,947,771 | $1,379,494 |
| 12/20 | $1,525,937 | $2,184,390 | $1,603,703 |
| 3/21 | $1,699,388 | $2,319,275 | $1,784,199 |
| 6/21 | $1,795,499 | $2,517,546 | $1,877,123 |
| 9/21 | $1,802,333 | $2,532,199 | $1,862,482 |
| 12/21 | $1,891,788 | $2,811,427 | $2,007,199 |
| 3/22 | $1,874,491 | $2,682,144 | $1,992,393 |
| 6/22 | $1,623,117 | $2,250,289 | $1,749,108 |
| 9/22 | $1,496,818 | $2,140,416 | $1,650,853 |
| 12/22 | $1,695,088 | $2,302,254 | $1,855,900 |
| 3/23 | $1,718,962 | $2,474,856 | $1,874,572 |
| 6/23 | $1,807,961 | $2,691,211 | $1,950,953 |
| 9/23 | $1,772,943 | $2,603,116 | $1,889,206 |
| 12/23 | $1,994,516 | $2,907,462 | $2,068,636 |
| 3/24 | $2,335,592 | $3,214,371 | $2,254,515 |
| 6/24 | $2,265,035 | $3,352,067 | $2,205,683 |
The above chart represents historical performance of a hypothetical $1,000,000 investment over the past 10 years. Updated performance can be found at www.soundshorefund.com. Effective May 1, 2024, the Fund changed its primary benchmark index from the Russell 1000 Value Index to the S&P 500 Index due to regulatory requirements. The Fund retained the Russell 1000 Value Index as a secondary benchmark because the Russell 1000 Value Index more closely aligns with the Fund's investment strategies and restrictions.
The Fund’s past performance is not a good predictor of how the Fund will perform in the future. The graph and table do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or redemption of Fund shares.
Average Annual Total Returns
| | One Year | Five Year | Ten Year |
|---|
| Institutional Class | 25.28% | 11.09% | 8.52% |
S&P 500® Index | 24.56% | 15.05% | 12.86% |
Russell 1000® Value Index | 13.06% | 9.01% | 8.23% |
| Total Net Assets | $998,565,460 |
| # of Portfolio Holdings | 38 |
| Portfolio Turnover Rate | 33% |
| Investment Advisory Fees Paid (Net of Expense Reimbursements) | $3,413,517 |
What did the Fund invest in?
The Adviser seeks to meet the Fund’s investment objective of growth of capital by employing a value investment strategy to its selection of predominantly large cap and mid cap common stocks for the portfolio.
Asset Class Weightings
(% of total investments)
| Value | Value |
|---|
| Common Stock | 97.1% |
| Money Market Fund | 2.9% |
Sector Weightings
(% of total net assets)
| Value | Value |
|---|
| Health Care | 29.4% |
| Financials | 15.6% |
| Information Technology | 11.6% |
| Consumer Discretionary | 10.6% |
| Energy | 8.5% |
| Industrials | 5.3% |
| Consumer Staples | 4.9% |
| Materials | 4.7% |
| Utilities | 4.5% |
| Communication Services | 2.0% |
| Short-Term Investments | 2.8% |
| Other Assets & Liabilities, Net | 0.1% |
Top Ten Holdings
(% of total net assets)
| Teva Pharmaceutical Industries, Ltd., ADR | 3.57% |
| Fidelity National Information Services, Inc. | 3.55% |
| Capital One Financial Corp. | 3.34% |
| Organon & Co. | 3.33% |
| Oracle Corp. | 3.16% |
| PVH Corp. | 3.12% |
| Kinder Morgan, Inc. | 3.09% |
| Willis Towers Watson PLC | 3.05% |
| Flex, Ltd. | 3.03% |
| Wells Fargo & Co. | 3.02% |
Where can I find additional information about the fund?
The Fund is distributed by Foreside Fund Services, LLC, a wholly owned subsidiary of Foreside Financial Group, LLC (dba ACA Group). Additional information is available by scanning the QR code or at https://soundshorefund.com/investor-resources-documents/, including its:
prospectus
financial information
holdings
proxy voting information
Semi-Annual Shareholder Report - June 30, 2024
Semi-Annual Shareholder Report - June 30, 2024
This semi-annual shareholder report contains important information about the Sound Shore Fund for the period of January 1, 2024, to June 30, 2024. You can find additional information about the Fund at https://soundshorefund.com/investor-resources-documents/. You can also request this information by contacting us at (800) 551-1980.
What were the Fund's costs for the last six months?
(based on a hypothetical $10,000 investment)
| Class Name | Costs of a $10,000 investment | Costs paid as a percentage of a $10,000 investmentFootnote Reference(a) |
|---|
| Investor Class | $50 | 0.95% |
| Footnote | Description |
Footnote(a) | Annualized for a period less than one year. |
How did the Fund perform in the last six months?
The Fund's year to date strong performance was driven by a diverse group of holdings led by investments in the utility, health care and information technology sectors.
The first half of the year has been full of typical apprehension on Wall Street as geopolitical tensions continue, the macro outlook remains uncertain and the political cycle enters the scene. The Federal Reserve has kept investors guessing on its decision and timing of a rate cut, while inflationary pressure on the economy and markets remained front and center.
We believe in the current environment, our emphasis on stock specific sources of out-performance should prove as relevant as ever, despite this long list of concerns about the economy and market volatility.
Total Return Based on a $10,000 Investment
| Date | Investor Class | S&P 500® Index | Russell 1000® Value Index |
|---|
| 6/14 | $10,000 | $10,000 | $10,000 |
| 9/14 | $9,981 | $10,113 | $9,981 |
| 12/14 | $10,276 | $10,612 | $10,478 |
| 3/15 | $10,369 | $10,712 | $10,402 |
| 6/15 | $10,335 | $10,742 | $10,413 |
| 9/15 | $9,266 | $10,051 | $9,539 |
| 12/15 | $9,760 | $10,758 | $10,077 |
| 3/16 | $9,817 | $10,903 | $10,242 |
| 6/16 | $9,982 | $11,171 | $10,711 |
| 9/16 | $10,662 | $11,602 | $11,084 |
| 12/16 | $11,188 | $12,045 | $11,824 |
| 3/17 | $11,697 | $12,776 | $12,211 |
| 6/17 | $12,108 | $13,170 | $12,375 |
| 9/17 | $12,470 | $13,760 | $12,760 |
| 12/17 | $13,003 | $14,675 | $13,440 |
| 3/18 | $12,657 | $14,563 | $13,059 |
| 6/18 | $12,760 | $15,064 | $13,213 |
| 9/18 | $13,476 | $16,225 | $13,966 |
| 12/18 | $11,359 | $14,031 | $12,329 |
| 3/19 | $12,709 | $15,946 | $13,800 |
| 6/19 | $13,277 | $16,633 | $14,331 |
| 9/19 | $12,951 | $16,915 | $14,525 |
| 12/19 | $14,005 | $18,449 | $15,601 |
| 3/20 | $9,920 | $14,834 | $11,431 |
| 6/20 | $11,658 | $17,881 | $13,064 |
| 9/20 | $12,472 | $19,478 | $13,795 |
| 12/20 | $15,095 | $21,844 | $16,037 |
| 3/21 | $16,805 | $23,193 | $17,842 |
| 6/21 | $17,747 | $25,175 | $18,771 |
| 9/21 | $17,804 | $25,322 | $18,625 |
| 12/21 | $18,679 | $28,114 | $20,072 |
| 3/22 | $18,497 | $26,821 | $19,924 |
| 6/22 | $16,009 | $22,503 | $17,491 |
| 9/22 | $14,760 | $21,404 | $16,509 |
| 12/22 | $16,705 | $23,023 | $18,559 |
| 3/23 | $16,933 | $24,749 | $18,746 |
| 6/23 | $17,803 | $26,912 | $19,510 |
| 9/23 | $17,445 | $26,031 | $18,892 |
| 12/23 | $19,614 | $29,075 | $20,686 |
| 3/24 | $22,958 | $32,144 | $22,545 |
| 6/24 | $22,255 | $33,521 | $22,057 |
The above chart represents historical performance of a hypothetical $10,000 investment over the past 10 years. Updated performance can be found at www.soundshorefund.com. Effective May 1, 2024, the Fund changed its primary benchmark index from the Russell 1000 Value Index to the S&P 500 Index due to regulatory requirements. The Fund retained the Russell 1000 Value Index as a secondary benchmark because the Russell 1000 Value Index more closely aligns with the Fund's investment strategies and restrictions.
The Fund’s past performance is not a good predictor of how the Fund will perform in the future. The graph and table do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or redemption of Fund shares.
Average Annual Total Returns
| | One Year | Five Year | Ten Year |
|---|
| Investor Class | 25.01% | 10.88% | 8.33% |
S&P 500® Index | 24.56% | 15.05% | 12.86% |
Russell 1000® Value Index | 13.06% | 9.01% | 8.23% |
| Total Net Assets | $998,565,460 |
| # of Portfolio Holdings | 38 |
| Portfolio Turnover Rate | 33% |
| Investment Advisory Fees Paid (Net of Expense Reimbursements) | $3,413,517 |
What did the Fund invest in?
The Adviser seeks to meet the Fund’s investment objective of growth of capital by employing a value investment strategy to its selection of predominantly large cap and mid cap common stocks for the portfolio.
Asset Class Weightings
(% of total investments)
| Value | Value |
|---|
| Common Stock | 97.1% |
| Money Market Fund | 2.9% |
Sector Weightings
(% of total net assets)
| Value | Value |
|---|
| Health Care | 29.4% |
| Financials | 15.6% |
| Information Technology | 11.6% |
| Consumer Discretionary | 10.6% |
| Energy | 8.5% |
| Industrials | 5.3% |
| Consumer Staples | 4.9% |
| Materials | 4.7% |
| Utilities | 4.5% |
| Communication Services | 2.0% |
| Short-Term Investments | 2.8% |
| Other Assets & Liabilities, Net | 0.1% |
Top Ten Holdings
(% of total net assets)
| Teva Pharmaceutical Industries, Ltd., ADR | 3.57% |
| Fidelity National Information Services, Inc. | 3.55% |
| Capital One Financial Corp. | 3.34% |
| Organon & Co. | 3.33% |
| Oracle Corp. | 3.16% |
| PVH Corp. | 3.12% |
| Kinder Morgan, Inc. | 3.09% |
| Willis Towers Watson PLC | 3.05% |
| Flex, Ltd. | 3.03% |
| Wells Fargo & Co. | 3.02% |
Where can I find additional information about the fund?
The Fund is distributed by Foreside Fund Services, LLC, a wholly owned subsidiary of Foreside Financial Group, LLC (dba ACA Group). Additional information is available by scanning the QR code or at https://soundshorefund.com/investor-resources-documents/, including its:
prospectus
financial information
holdings
proxy voting information
Semi-Annual Shareholder Report - June 30, 2024
Item 2. Code of Ethics.
Not applicable.
Item 3. Audit Committee Financial Expert.
Not applicable.
Item 4. Principal Accountant Fees and Services.
Not applicable.
Item 5. Audit Committee of Listed Registrants.
Not applicable.
Item 6. Investments.
| (a) | Included as part of financial statements filed under Item 7(a). |
Item 7. Financial Statements and Financial Highlights for Open-End Management Investment Companies
(a)
Semi-Annual
Financials
and
Other
Information
(Unaudited)
207-SAR-0624
This
report
is
submitted
for
the
general
information
of
the
shareholders
of
the
Fund.
It
is
not
authorized
for
distribution
to
prospective
investors
in
the
Fund
unless
preceded
or
accompanied
by
an
effective
prospectus,
which
includes
information
regarding
the
Fund’s
objectives
and
policies,
experience
of
its
management,
and
other
information.
SOUND
SHORE
FUND,
INC.
Three
Canal
Plaza
Portland,
ME
04101
www.soundshorefund.com
(800)
551-1980
Sound
Shore
Fund,
Inc.
SCHEDULE
OF
INVESTMENTS
(Unaudited)
June
30,
2024
See
Notes
to
Financial
Statements.
Share
Amount
Value
Common
Stock
(97.1%)
(a)
Communication
Services
(
2.0%
)
The
Walt
Disney
Co.
200,920
$
19,949,347
Consumer
Discretionary
(
10.6%
)
Bath
&
Body
Works,
Inc.
671,640
26,227,542
General
Motors
Co.
632,495
29,385,718
Lennar
Corp.,
Class A
129,115
19,350,465
PVH
Corp.
293,725
31,096,666
106,060,391
Consumer
Staples
(
4.9%
)
The
Kraft
Heinz
Co.
774,265
24,946,818
The
Kroger
Co.
488,775
24,404,536
49,351,354
Energy
(
8.5%
)
Baker
Hughes
Co.
797,910
28,062,495
Kinder
Morgan,
Inc.
1,549,770
30,793,930
TotalEnergies
SE,
ADR
385,005
25,672,133
84,528,558
Financials
(
15.6%
)
Berkshire
Hathaway,
Inc.,
Class B
(b)
64,605
26,281,314
Capital
One
Financial
Corp.
241,070
33,376,141
Fidelity
National
Information
Services,
Inc.
470,520
35,458,387
Wells
Fargo
&
Co.
507,745
30,154,976
Willis
Towers
Watson
PLC
115,985
30,404,308
155,675,126
Health
Care
(
29.4%
)
Avantor,
Inc.
(b)
1,159,110
24,573,132
Cardinal
Health,
Inc.
214,125
21,052,770
Centene
Corp.
(b)
274,875
18,224,212
CVS
Health
Corp.
368,460
21,761,247
Elevance
Health,
Inc.
39,345
21,319,482
GE
HealthCare
Technologies,
Inc.
311,725
24,289,612
Hologic,
Inc.
(b)
375,765
27,900,551
Merck
&
Co.,
Inc.
170,320
21,085,616
Sound
Shore
Fund,
Inc.
SCHEDULE
OF
INVESTMENTS
(Unaudited)(Continued)
June
30,
2024
See
Notes
to
Financial
Statements.
Share
Amount
Value
Health
Care
(29.4%)
(continued)
Organon
&
Co.
1,605,690
$
33,237,783
Perrigo
Co.
PLC
770,225
19,779,378
Pfizer,
Inc.
866,020
24,231,240
Teva
Pharmaceutical
Industries,
Ltd.,
ADR
(b)
2,193,215
35,639,744
293,094,767
Industrials
(
5.3%
)
FedEx
Corp.
83,920
25,162,573
Huntington
Ingalls
Industries,
Inc.
112,770
27,778,634
52,941,207
Information
Technology
(
11.6%
)
Check
Point
Software
Technologies,
Ltd.
(b)
152,663
25,189,395
Flex,
Ltd.
(b)
1,024,020
30,198,350
NXP
Semiconductors
NV
107,055
28,807,430
Oracle
Corp.
223,325
31,533,490
115,728,665
Materials
(
4.7%
)
Barrick
Gold
Corp.
1,537,435
25,644,416
CF
Industries
Holdings,
Inc.
285,295
21,146,065
46,790,481
Utilities
(
4.5%
)
Public
Service
Enterprise
Group,
Inc.
311,600
22,964,920
Vistra
Corp.
259,395
22,302,782
45,267,702
Total
Common
Stock
(97.1%)
(cost
$725,630,792)
969,387,598
Short-Term
Investments
(2.8%)
Money
Market
Fund
(
2.8%
)
First
American
Government
Obligations
Fund,
Class X,
5.2
3
%
(c)
28,623,303
28,623,303
Total
Short-Term
Investments
(2.8%)
(cost
$28,623,303)
28,623,303
Investments,
at
value
(99.9%)
(cost
$754,254,095)
$
998,010,901
Other
Assets
Less
Liabilities
(0.1%)
554,559
Net
Assets
(100.0%)
$
998,565,460
See
Notes
to
Financial
Statements.
Sound
Shore
Fund,
Inc.
SCHEDULE
OF
INVESTMENTS
(Unaudited)(Concluded)
June
30,
2024
(a)
More
narrow
industries
are
utilized
for
compliance
purposes,
whereas
broad
sectors
are
utilized
for
reporting
purposes.
(b)
Non-income
producing
security.
(c)
Percentage
disclosed
reflects
the
money
market
fund’s
institutional
class
shares
7-day
yield
as
of
June
30,
2024.
ADR
American
Depositary
Receipt
PLC
Public
Limited
Company
Sound
Shore
Fund,
Inc.
STATEMENT
OF
ASSETS
AND
LIABILITIES
(Unaudited)
June
30,
2024
See
Notes
to
Financial
Statements.
ASSETS
Investments,
at
value
(Cost
$754,254,095)
$
998,010,901
Receivables:
Capital
shares
sold
892,086
Dividends
850,38
7
Foreign
tax
reclaims
242,69
6
Prepaid
expenses
31,438
Total
Assets
1,000,027,508
LIABILITIES
Payables:
Capital
shares
redeemed
739,726
Accrued
liabilities:
Advisory
fees
582,517
Administrator
fees
14,255
Transfer
agent
fees
and
expenses
52,422
Custodian
fees
11,616
Compliance
and
Treasurer
Services
fees
and
expenses
15,429
Professional
fees
33,199
Other
accrued
liabilities
12,884
Total
Liabilities
1,462,048
Net
Assets
$
998,565,460
COMPONENTS
OF
NET
ASSETS
Common
stock,
at
Par
Value
$
22,313
Paid-in
Capital
648,126,093
Distributable
earnings
350,417,054
Net
Assets
$
998,565,460
NET
ASSET
VALUE
Net
Assets
-
Investor
Class
Shares
$
535,876,426
Shares
Outstanding
-
Investor
Class
(100,000,000
shares
authorized,
par
value
$0.001)
12,050,021
Net
Asset
Value
(offering
&
redemption
price
per
share)
-
Investor
Class
Shares
$
44.47
Net
Assets
-
Institutional
Class
Shares
$
462,689,034
Shares
Outstanding
-
Institutional
Class
(100,000,000
shares
authorized,
par
value
$0.001)
10,263,012
Net
Asset
Value
(offering
&
redemption
price
per
share)
-
Institutional
Class
Shares
$
45.08
Sound
Shore
Fund,
Inc.
STATEMENT
OF
OPERATIONS
(Unaudited)
FOR
THE
SIX
MONTHS
ENDED
JUNE
30,
2024
See
Notes
to
Financial
Statements.
INVESTMENT
INCOME
Income:
Dividend
income
(net
of
foreign
withholding
taxes
of
$162,792)
$
9,175,303
Total
Income
9,175,303
Expenses:
Advisory
fees
(Note
3
)
3,654,780
Administrator
fees
77,327
Transfer
agent
fees
and
expenses
-
Investor
Class
Shares
277,906
Transfer
agent
fees
and
expenses
-
Institutional
Class
Shares
27,525
Custodian
fees
39,512
Compliance
and
Treasurer
Services
fees
and
expenses
(Note
3
)
79,023
Directors'
fees
and
expenses
(Note
3
)
98,716
Professional
fees
55,199
Registration
fees
-
Investor
Class
Shares
14,178
Registration
fees
-
Institutional
Class
Shares
17,725
Printing
and
postage
fees
-
Investor
Class
Shares
20,785
Printing
and
postage
fees
-
Institutional
Class
Shares
17,945
Miscellaneous
41,224
Total
Expenses
4,421,845
Expense
Reimbursements
-
Institutional
Class
Shares
(Note
3
)
(241,263)
Net
Expenses
4,180,582
Net
Investment
Income
4,994,721
REALIZED
AND
UNREALIZED
GAIN
(LOSS)
ON
INVESTMENTS
Net
realized
gain
on
investments
108,504,366
Net
change
in
unrealized
appreciation
on
investments
7,420,488
Net
realized
and
unrealized
gain
on
investments
115,924,854
Net
increase
in
net
assets
from
operations
$
120,919,575
Sound
Shore
Fund,
Inc.
STATEMENTS
OF
CHANGES
IN
NET
ASSETS
See
Notes
to
Financial
Statements.
For
the
Six
Months
Ended
June
30,
2024
(Unaudited)
For
the
Year
Ended
December
31,
2023
Operations:
Net
investment
income
$
4,994,721
$
8,792,618
Net
realized
gain
on
investments
108,504,366
35,751,231
Net
change
in
unrealized
appreciation
(depreciation)
on
investments
7,420,488
97,315,104
Increase
in
net
assets
from
operations
120,919,575
141,858,953
Distributions
to
shareholders:
Investor
Class
Shares
(3,119,799)
(22,054,579)
Institutional
Class
Shares
(2,846,105)
(17,868,996)
Total
distributions
to
shareholders
(5,965,904)
(39,923,575)
Net
capital
share
transactions
(Note
6
):
Investor
Class
Shares
(26,100,160)
(77,275,519)
Institutional
Class
Shares
4,165,139
(19,448,325)
Total
capital
share
transactions
(21,935,021)
(96,723,844)
Total
increase
93,018,650
5,211,534
NET
ASSETS
Beginning
of
the
period
905,546,810
900,335,276
End
of
the
period
$
998,565,460
$
905,546,810
Sound
Shore
Fund,
Inc.
NOTES
TO
FINANCIAL
STATEMENTS
(Unaudited)
June
30,
2024
1.
Organization
Sound
Shore
Fund,
Inc.
(the
“Fund”)
was
incorporated
under
the
laws
of
the
State
of
Maryland
on
February
15,
1985
and
is
registered
as
a
diversified,
open-end
management
investment
company
under
the
Investment
Company
Act
of
1940
(the
“Act”).
The
investment
objective
of
the
Fund
is
growth
of
capital.
The
Fund
qualifies
as
an
investment
company
as
defined
in
Financial
Accounting
Standards
Codification
946
—
Financial
Services
—
Investment
Companies.
The
total
number
of
shares
of
common
stock
which
the
Fund
is
authorized
to
issue
is
200,000,000,
par
value
$0.001
per
share
of
which
100,000,000
shares
are
designated
to
the
Investor
Class
and
100,000,000
shares
are
designated
to
the
Institutional
Class.
The
Board
of
Directors
(the
“Board”)
may,
without
shareholder
approval,
classify
or
reclassify
any
unissued
shares
into
other
classes
or
series
of
shares.
Each
share
of
the
Fund
has
equal
dividend,
distribution,
liquidation
and
voting
rights
(except
as
to
matters
relating
exclusively
to
one
class
of
shares),
and
fractional
shares
have
those
rights
proportionately.
2.
Significant
Accounting
Policies
These
financial
statements
are
prepared
in
accordance
with
accounting
principles
generally
accepted
in
the
United
States
of
America
(“GAAP”),
which
require
management
to
make
estimates
and
assumptions
that
affect
the
reported
amounts
of
assets
and
liabilities,
disclosure
of
contingent
liabilities,
if
any,
at
the
date
of
the
financial
statements,
and
the
reported
amounts
of
increase
and
decrease
in
net
assets
from
operations
during
the
fiscal
period.
Actual
results
could
differ
from
those
estimates.
The
following
represents
the
significant
accounting
policies
of
the
Fund:
a.
Security
Valuation
Exchange-traded
securities
including
those
traded
on
the
National
Association
of
Securities
Dealers’
Automated
Quotation
system
(“NASDAQ”),
are
valued
at
the
last
quoted
sale
price
or
official
closing
price
as
provided
by
independent
pricing
services
as
of
the
close
of
trading
on
the
system
or
exchange
on
which
they
are
primarily
traded,
on
each
Fund
business
day.
In
the
absence
of
a
sale,
such
securities
are
valued
at
the
mean
of
the
last
bid
and
asked
prices.
Non-exchange-traded
securities
for
which
over-the-counter
market
quotations
are
readily
available
are
generally
valued
at
the
mean
between
the
current
bid
and
asked
prices
provided
by
independent
pricing
services.
Investments
in
other
open-end
regulated
investment
companies
are
valued
at
their
publicly
traded
net
asset
value
(“NAV”).
Pursuant
to
Rule
2a-5
under
the
Investment
Company
Act,
the
Board
has
designated
the
Adviser,
as
defined
in
Note
3,
as
the
Fund's
valuation
designee
to
perform
any
fair
value
determinations
for
securities
and
other
assets
held
by
the
Fund.
The
Adviser
is
subject
to
the
oversight
of
the
Board
and
certain
reporting
and
other
requirements
intended
to
provide
the
Board
the
information
needed
to
oversee
the
Adviser's
fair
value
determinations.
The
Adviser
is
responsible
for
determining
the
fair
value
of
investments
for
which
market
quotations
are
not
readily
available
in
accordance
with
policies
and
procedures
that
have
been
approved
by
the
Board.
Under
these
procedures,
the
Adviser
convenes
on
a
regular
and
ad
Sound
Shore
Fund,
Inc.
NOTES
TO
FINANCIAL
STATEMENTS
(Unaudited)(Continued)
June
30,
2024
hoc
basis
to
review
such
investments
and
considers
a
number
of
factors,
including
valuation
methodologies
and
significant
unobservable
inputs,
when
arriving
at
fair
value.
The
Board
has
approved
the
Adviser’s
fair
valuation
procedures
as
a
part
of
the
Fund’s
compliance
program
and
will
review
any
changes
made
to
the
procedures.
The
Adviser
provides
fair
valuation
inputs
pursuant
to
its
fair
valuation
procedures
if
market
quotations
are
not
readily
available
(including
a
short
and
temporary
lapse
in
the
provision
of
a
price
by
the
regular
pricing
source)
or,
if
in
the
judgment
of
the
Adviser
the
prices
or
values
available
do
not
represent
the
fair
value
of
the
instrument.
Factors
which
may
cause
the
Adviser
to
make
such
a
judgment
include,
but
are
not
limited
to,
the
following:
(i)
only
a
bid
price
or
an
asked
price
is
available,
(ii)
the
spread
between
the
bid
price
and
the
asked
price
is
substantial,
(iii)
the
frequency
of
sales,
(iv)
the
thinness
of
the
market,
(v)
the
size
of
reported
trades,
and
(vi)
actions
of
the
securities
markets,
such
as
the
suspension
or
limitation
of
trading.
Fair
valuation
is
based
on
subjective
factors
and,
as
a
result,
the
fair
value
price
of
a
security
may
differ
from
the
security’s
market
price
and
may
not
be
the
price
at
which
the
security
may
be
sold.
Fair
valuation
could
result
in
a
NAV
different
from
one
determined
by
using
market
quotations.
Valuation
inputs
used
to
determine
the
value
of
the
Fund’s
investments
are
summarized
in
the
three
broad
levels
listed
below:
Level
1
-
quoted
prices
in
active
markets
for
identical
assets
Level
2
-
other
significant
observable
inputs
(including
quoted
prices
of
similar
securities,
interest
rates,
prepayment
speeds,
credit
risk,
etc.)
Level
3
-
significant
unobservable
inputs
(including
the
Fund’s
own
assumptions
in
determining
the
fair
value
of
investments)
The
inputs
or
methodology
used
for
valuing
securities
are
not
necessarily
an
indication
of
the
risk
associated
with
investing
in
those
securities.
Pursuant
to
the
valuation
procedures
noted
previously,
equity
securities
(including
exchange-traded
securities
and
other
open-end
regulated
investment
companies)
are
generally
categorized
as
Level
1
securities
in
the
fair
value
hierarchy.
Investments
for
which
there
are
no
quotations,
or
for
which
quotations
do
not
appear
reliable,
are
valued
at
fair
value
as
determined
in
good
faith
by
the
Adviser
under
the
Adviser’s
fair
valuation
procedures.
These
valuations
are
typically
categorized
as
Level
2
or
Level
3
in
the
fair
value
hierarchy.
The
following
table
summarizes
the
Fund’s
investments
categorized
in
the
fair
value
hierarchy
as
of
June
30,
2024:
Sound
Shore
Fund,
Inc.
NOTES
TO
FINANCIAL
STATEMENTS
(Unaudited)(Continued)
June
30,
2024
At
June
30,
2024
,
all
equity
securities
and
open-end
regulated
investment
companies
were
included
in
Level
1
in
the
table
above.
Please
refer
to
the
Schedule
of
Investments
to
view
equity
securities
categorized
by
sector/industry
type.
b.
Security
Transactions
Security
transactions
are
recorded
on
a
trade
date
basis.
Realized
gain
and
loss
on
investments
sold
are
recorded
on
the
basis
of
identified
cost.
Dividend
income
is
recorded
on
the
ex-dividend
date.
Interest
income
is
recorded
on
an
accrual
basis.
Foreign
dividend
income
is
recorded
on
the
ex-dividend
date
or
as
soon
as
practicable
after
the
Fund
determines
the
existence
of
a
dividend
declaration
after
exercising
reasonable
due
diligence.
Income
and
capital
gains
on
some
foreign
securities
may
be
subject
to
foreign
withholding
tax,
which
is
accrued
as
applicable.
Investment
income,
realized
and
unrealized
gains
and
losses
and
certain
Fund-level
expenses
are
allocated
to
each
class
based
on
relative
average
daily
net
assets.
Certain
expenses
are
incurred
at
the
class
level
and
charged
directly
to
that
particular
class.
Class
level
expenses
are
denoted
as
such
on
the
Fund’s
Statement
of
Operations.
c.
Dividends
and
Distributions
to
Shareholders
Dividends
are
declared
separately
for
each
class.
No
class
has
preferential
dividend
rights;
differences
in
per-share
dividend
rates
are
generally
due
to
class-specific
fee
waivers
and
expenses.
Dividends
and
distributions
payable
to
shareholders
are
recorded
by
the
Fund
on
the
ex-dividend
date.
Dividends
from
net
investment
income,
if
any,
are
declared
and
paid
semiannually.
Capital
gains,
if
any,
are
distributed
to
shareholders
at
least
annually.
The
Fund
determines
its
net
investment
income
and
capital
gains
distributions
in
accordance
with
income
tax
regulations,
which
may
differ
from
GAAP.
These
differences
are
due
primarily
to
differing
treatments
of
income
and
gains
on
various
securities
held
by
the
Fund,
timing
differences
and
differing
characterizations
of
distributions
made
by
the
Fund.
To
the
extent
distributions
exceed
net
investment
income
and
net
realized
capital
gains
for
tax
purposes,
they
are
reported
as
a
return
of
capital.
d.
Federal
Taxes
The
Fund
intends
to
qualify
each
year
as
a
regulated
investment
company
and
to
distribute
substantially
all
of
its
taxable
income.
In
addition,
by
distributing
in
each
calendar
year
substantially
all
of
its
net
investment
income,
capital
gain
and
certain
other
amounts,
if
any,
the
Fund
will
not
be
subject
to
federal
taxation.
Therefore,
no
federal
income
or
excise
tax
provision
is
required.
For
all
open
tax
years
and
all
major
taxing
jurisdictions,
management
of
the
Fund
has
concluded
that
there
are
no
significant
uncertain
tax
positions
that
would
require
the
Fund
to
record
a
tax
liability
or
would
otherwise
require
recognition
in
the
financial
statements.
Open
tax
years
are
those
that
are
open
for
examination
by
taxing
authorities
(i.e.,
generally,
the
last
three
tax
year-ends
2021
–
2023,
and
the
interim
tax
period
since
then).
Security
Type
Level
1
Level
2
Level
3
Total
Investments
in
Securities
Common
Stock
$
969,387,598
$
–
$
–
$
969,387,598
Short-Term
Investments
28,623,303
–
–
28,623,303
Total
Investments
$
998,010,901
$
–
$
–
$
998,010,901
Sound
Shore
Fund,
Inc.
NOTES
TO
FINANCIAL
STATEMENTS
(Unaudited)(Continued)
June
30,
2024
3.
Fees
and
Expenses
Investment
Adviser
The
Fund’s
investment
adviser
is
Sound
Shore
Management,
Inc.
(the
“Adviser”).
Pursuant
to
an
investment
advisory
agreement,
the
Adviser
receives
an
advisory
fee,
accrued
daily
and
paid
monthly
at
an
annual
rate
of
0.75%
of
the
Fund’s
average
daily
net
assets.
Pursuant
to
an
expense
limitation
agreement
between
the
Adviser
and
the
Fund,
the
Adviser
has
agreed
to
reimburse
all
of
the
ordinary
expenses
of
the
Institutional
Class,
excluding
advisory
fees,
interest,
taxes,
securities
lending
costs,
brokerage
commissions,
acquired
fund
fees
and
expenses,
extraordinary
expenses
and
all
litigation
costs
until
at
least
May
1,
2025.
This
reimbursement
is
shown
on
the
Statement
of
Operations
as
a
reduction
of
expenses,
and
such
amounts
are
not
subject
to
future
recoupment
by
the
Adviser.
Other
Services
Atlantic
Fund
Administration,
LLC,
a
wholly
owned
subsidiary
of
Apex
US
Holdings
LLC
(d/b/a
Apex
Fund
Services)
(“Apex”),
provides
certain
administration
and
portfolio
accounting
services
to
the
Fund.
US
Bank,
N.A.
(“US
Bank”)
serves
as
custodian
to
the
Fund.
Apex
provides
transfer
agency
services
to
the
Fund.
The
Fund
also
has
agreements
with
various
financial
intermediaries
and
“mutual
fund
supermarkets”
under
which
customers
of
these
intermediaries
may
purchase
and
hold
Fund
shares.
These
intermediaries
effectively
provide
subtransfer
agent
services
that
the
Fund’s
transfer
agent
would
have
otherwise
had
to
provide.
In
recognition
of
this,
the
transfer
agent,
the
Fund
and
the
Fund’s
Adviser
have
entered
into
an
agreement
whereby
the
transfer
agent
agrees
to
pay
financial
intermediaries
a
portion
of
the
amount
denoted
on
the
Statement
of
Operations
as
“Transfer
agent
fees
and
expenses
—
Investor
Class
Shares”
that
it
receives
from
the
Fund
for
its
services
as
transfer
agent
for
the
Investor
Class
and
the
Adviser
agrees
to
pay
the
excess,
if
any,
charged
by
a
financial
intermediary
for
that
class.
Foreside
Fund
Services,
LLC
is
the
Fund’s
distributor
(the
“Distributor”).
The
Distributor
is
not
affiliated
with
the
Adviser,
Apex,
US
Bank,
or
its
affiliated
companies.
The
Distributor
receives
no
compensation
from
the
Fund
for
its
distribution
services.
Pursuant
to
a
Compliance
Services
Agreement
with
the
Fund,
Foreside
Fund
Officer
Services,
LLC
(“FFOS”),
an
affiliate
of
the
Distributor,
provides
a
Chief
Compliance
Officer
and
Anti-Money
Laundering
Officer
to
the
Fund
as
well
as
some
additional
compliance
support
functions.
Under
a
Treasurer
Services
Agreement
with
the
Fund,
Foreside
Management
Services,
LLC
(“FMS”),
an
affiliate
of
the
Distributor,
provides
a
Treasurer
to
the
Fund.
Neither
the
Distributor,
FFOS,
FMS,
nor
their
employees
that
serve
as
officers
of
the
Fund,
have
any
role
in
determining
the
investment
policies
of
or
securities
to
be
purchased
or
sold
by
the
Fund.
The
Fund
pays
each
director
who
is
not
an
“interested
person”
of
the
Fund,
as
defined
in
Section
2(a)(19)
of
the
Act
(“Independent
Director”),
quarterly
fees
of
$5,000,
plus
$10,000
per
quarterly
meeting
attended
in-person
or
telephonically,
and
$2,000
per
special
meeting
attended
in
person
or
telephonically.
In
addition,
the
Chairman
of
the
Audit
committee
receives
a
quarterly
fee
of
$2,500.
Certain
Officers
and
Directors
of
the
Fund
are
officers,
directors,
or
employees
of
the
aforementioned
companies.
Sound
Shore
Fund,
Inc.
NOTES
TO
FINANCIAL
STATEMENTS
(Unaudited)(Continued)
June
30,
2024
4.
Purchases
and
Sales
of
Securities
The
cost
of
securities
purchased
and
proceeds
from
sales
of
securities
(excluding
short-term
investments)
for
the
period
ended
June
30,
2024,
aggregated
$310,767,077
and
$326,327,895
respectively.
5.
Federal
Income
Tax
Cost
for
federal
income
tax
purposes
is
substantially
the
same
as
for
financial
statement
purposes
and
net
unrealized
appreciation
consists
of:
Distributions
during
the
fiscal
years
ended
December
31,
2023
and
December
31,
2022
were
characterized
for
tax
purposes
as
follows:
Equalization
debits
(amounts
not
included
in
the
above
distributions)
were
as
follows:
Components
of
net
assets
on
a
federal
income
tax
basis
at
December
31,
2023,
were
as
follows:
At
December
31,
2023,
the
Fund,
for
federal
income
tax
purposes,
had
no
capital
loss
carryforwards.
Gross
Unrealized
Appreciation
$
257,384,560
Gross
Unrealized
Depreciation
(13,627,754)
Net
Unrealized
Appreciation
$
243,756,806
2023
2022
Ordinary
Income
$
6
,
596
,
105
$
9
,
575
,
100
Long-Term
Capital
Gain
3
3,327,470
32,979,480
Total
Taxable
Distributions
$
39
,
923
,
575
$
42
,
554
,
580
2023
2022
Ordinary
Income
$
783,876
$
–
Long-Term
Capital
Gain
69,422
–
Total
Taxable
Distributions
$
853,298
$
–
Par
Value
+
Paid-in
Capital
$
670,083,427
Undistributed
Ordinary
Income
458,782
Net
Unrealized
Appreciation
235,004,601
Net
Assets
$
905,546,810
Sound
Shore
Fund,
Inc.
NOTES
TO
FINANCIAL
STATEMENTS
(Unaudited)(Concluded)
June
30,
2024
6.
Capital
Stock
Transactions
in
capital
stock
for
the
period
ended
June
30,
2024
and
the
year
ended
December
31,
2023,
were
as
follows:
7.
Subsequent
Events
Subsequent
events
occurring
after
the
date
of
this
report
have
been
evaluated
for
potential
impact
to
this
report
through
the
date
the
report
was
issued.
Management
has
evaluated
the
need
for
additional
disclosures
and/or
adjustments
resulting
from
subsequent
events.
Based
on
this
evaluation,
no
additional
disclosures
or
adjustments
were
required
to
the
financial
statements
as
of
the
date
the
financial
statements
were
issued.
For
the
Period
Ended
June
30,
2024
Investor
Class
Institutional
Class
Shares
Amount
Shares
Amount
Sale
of
shares
407,046
$
17,895,953
851,478
$
37,022,893
Reinvestment
of
dividends
66,012
2,952,050
61,279
2,777,760
Redemption
of
shares
(1,084,241)
(46,948,163)
(823,428)
(35,635,514)
Net
increase
(decrease)
from
capital
transactions
(611,183)
$
(26,100,160)
89,329
$
4,165,139
For
the
Year
Ended
December
31,
2023
Investor
Class
Institutional
Class
Shares
Amount
Shares
Amount
Sale
of
shares
285,351
$
10,513,301
762,184
$
28,620,764
Reinvestment
of
dividends
534,041
20,953,937
439,919
17,481,706
Redemption
of
shares
(2,951,328)
(108,742,757)
(1,764,562)
(65,550,795)
Net
decrease
from
capital
transactions
(2,131,936)
$
(77,275,519)
(562,459)
$
(19,448,325)
Sound
Shore
Fund,
Inc.
FINANCIAL
HIGHLIGHTS
These
financial
highlights
reflect
selected
data
for
a
share
outstanding
throughout
each
period
.
Six
Months
Ended
June
30,
2024
(unaudited)
For
the
Year
Ended
December
31,
2023
2022
2021
2020
2019
Investor
Class
Shares
Net
Asset
Value,
Beginning
of
Period
$
39.43
$
35.
10
$
41.16
$
42.29
$
42.41
$
37.03
Investment
Operations
Net
investment
income
(a)
0.20
0.33
0.36
0.41
0.30
0.40
Net
realized
and
unrealized
gain
(loss)
on
investments
5.10
5.7
8
(4.75)
9.66
2.90
8.20
Total
from
Investment
Operations
5.30
6.1
1
(4.39)
10.07
3.20
8.60
Distributions
from
Net
investment
income
(0.26)
(0.27)
(0.35)
(0.44)
(0.32)
(0.39)
Net
realized
gains
–
(1.51)
(1.32)
(10.76)
(3.00)
(2.83)
Total
Distributions
(0.26)
(1.78)
(1.67)
(11.20)
(3.32)
(3.22)
Net
Asset
Value,
End
of
Period
$
44.47
$
39.43
$
35.10
$
41.16
$
42.29
$
42.41
Total
Return
13.47%(b)
17.4
5
%
(10.59)%
23.76%
7.78%
23.26%
Ratios/Supplemental
Data
Net
Assets
at
End
of
Period
(in
thousands)
$535,876
$499,178
$519,227
$671,380
$641,165
$853,588
Ratios
to
Average
Net
Assets:
Expenses
0.95%(c)
0.96%
0.94%
0.93%
0.93%
0.91%
Net
Investment
Income
0.93%(c)
0.90%
0.94%
0.85%
0.80%
0.95%
Portfolio
Turnover
Rate
(d)
33%(b)
69%
72%
44%
77%
46%
(a)
Calculated
based
on
average
shares
outstanding
during
each
period.
(b)
Not
annualized.
(c)
Annualized.
(d)
Portfolio
turnover
is
calculated
on
the
basis
of
the
Fund,
as
a
whole,
without
distinguishing
between
the
classes
of
shares
issued.
Sound
Shore
Fund,
Inc.
FINANCIAL
HIGHLIGHTS
(Concluded)
These
financial
highlights
reflect
selected
data
for
a
share
outstanding
throughout
each
period
.
Six
Months
Ended
June
30,
2024
(unaudited)
For
the
Year
Ended
December
31,
2023
2022
2021
2020
2019
Institutional
Class
Shares
Net
Asset
Value,
Beginning
of
Period
$
39.94
$
35.50
$
41.56
$
42.59
$
42.65
$
37.19
Investment
Operations
Net
investment
income
(a)
0.25
0.41
0.43
0.51
0.37
0.47
Net
realized
and
unrealized
gain
(loss)
on
investments
5.17
5.84
(4.78)
9.70
2.93
8.25
Total
from
Investment
Operations
5.42
6.25
(4.35)
10.21
3.30
8.72
Distributions
from
Net
investment
income
(0.28)
(0.30)
(0.39)
(0.48)
(0.36)
(0.43)
Net
realized
gains
–
(1.51)
(1.32)
(10.76)
(3.00)
(2.83)
Total
Distributions
(0.28)
(1.81)
(1.71)
(11.24)
(3.36)
(3.26)
Net
Asset
Value,
End
of
Period
$
45.08
$
39.94
$
35.50
$
41.56
$
42.59
$
42.65
Total
Return
13.57%(b)
17.67%
(10.40)%
23.95%
7.98%
23.50%
Ratios/Supplemental
Data
Net
Assets
at
End
of
Period
(in
thousands)
$462,689
$406,369
$381,109
$575,184
$517,449
$684,295
Ratios
to
Average
Net
Assets:
Expenses
(gross)
(c)
0.86%(d)
0.86%
0.85%
0.83%
0.84%
0.82%
Expenses
(net)
0.75%(d)
0.75%
0.75%
0.75%
0.75%
0.75%
Net
Investment
Income
1.13%(d)
1.11%
1.13%
1.03%
0.98%
1.12%
Portfolio
Turnover
Rate
(e)
33%(b)
69%
72%
44%
77%
46%
(a)
Calculated
based
on
average
shares
outstanding
during
each
period.
(b)
Not
annualized.
(c)
Reflects
the
expense
ratio
excluding
any
waivers
and/or
reimbursements.
(d)
Annualized.
(e)
Portfolio
turnover
is
calculated
on
the
basis
of
the
Fund,
as
a
whole,
without
distinguishing
between
the
classes
of
shares
issued.
Sound
Shore
Fund,
Inc.
ADDITIONAL
INFORMATION
(Unaudited)
June
30,
2024
Changes
in
and
Disagreements
with
Accountants
for
Open-End
Management
Investment
Companies
(Item
8
of
Form
N-CSR)
Not
applicable.
Proxy
Disclosures
for
Open-End
Management
Investment
Companies
(Item
9
of
Form
N-CSR)
Not
applicable.
Remuneration
Paid
to
Directors,
Officers,
and
Others
of
Open-End
Management
Investment
Companies
(Item
10
of
Form
N-CSR)
Please
see
financial
statements
in
Item
7(a).
Statement
Regarding
Basis
for
Approval
of
Investment
Advisory
Contract
(Item
11
of
Form
N-CSR)
At
the
January
25,
2024
Board
meeting,
the
Board,
including
the
Independent
Directors,
considered
the
approval
of
the
continuance
of
the
investment
advisory
agreement
between
the
Adviser
and
the
Fund.
In
preparation
for
its
deliberations,
the
Board
requested
and
reviewed
written
responses
from
the
Adviser
to
a
due
diligence
questionnaire
circulated
on
the
Board's
behalf
concerning
the
services
provided
by
the
Adviser.
The
Board
also
discussed
the
materials
with
Fund
counsel
and
received
an
oral
presentation
from
the
Adviser.
At
the
Meeting,
the
Board
reviewed,
among
other
matters:
(1)
the
nature,
extent
and
quality
of
the
services
provided
to
the
Fund
by
the
Adviser,
including
information
on
the
investment
performance
of
the
Fund
and
the
Adviser;
(2)
the
costs
of
the
services
provided
and
profitability
to
the
Adviser
of
its
relationship
with
the
Fund;
(3)
the
advisory
fee
and
total
expense
ratio
of
the
Fund
as
compared
to
those
of
a
relevant
peer
group
of
funds;
(4)
the
extent
to
which
economies
of
scale
may
be
realized
as
the
Fund
grows
and
whether
the
advisory
fee
enables
the
Fund's
investors
to
share
in
the
benefits
of
economies
of
scale;
and
(5)
other
benefits
received
by
the
Adviser
from
its
relationship
with
the
Fund.
In
addition,
the
Board
recognized
that
the
evaluation
process
with
respect
to
the
Adviser
was
an
ongoing
one
and,
in
this
regard,
the
Board
considered
information
provided
by
the
Adviser
at
regularly
scheduled
meetings
during
the
past
year.
In
particular,
the
Board
considered,
among
other
things,
the
following:
(1)
The
nature,
extent
and
quality
of
services
provided
by
the
Adviser.
The
Board
considered
the
scope
and
quality
of
services
provided
by
the
Adviser,
particularly
the
qualifications,
capabilities
and
experience
of
the
investment,
operational,
compliance,
and
other
personnel
who
are
responsible
for
providing
services
to
the
Fund.
The
Board
also
considered
the
fact
that
the
Adviser
pays
the
costs
of
all
investment
and
management
facilities
necessary
Sound
Shore
Fund,
Inc.
ADDITIONAL
INFORMATION
(Unaudited)(Continued)
June
30,
2024
for
the
efficient
conduct
of
its
services
as
well
as
all
distribution
costs
incurred
on
behalf
of
the
Fund
and
all
servicing
costs
to
financial
intermediaries
beyond
the
10
basis
points
borne
by
the
Fund
and
reimbursed
by
the
Fund’s
transfer
agent.
In
addition,
the
Board
considered
that
the
Adviser
manages
the
overall
investment
program
of
the
Fund
and
that
the
Adviser
keeps
the
Board
informed
of
important
developments
affecting
the
Fund,
both
in
connection
with
the
Board’s
annual
review
of
the
Advisory
Agreement
and
at
each
Board
meeting.
The
Board
evaluated
these
factors
based
on
its
direct
experience
with
the
Adviser,
and
in
consultation
with
Counsel
to
the
Fund
and
Counsel
to
the
Independent
Directors.
The
Board
also
considered
the
Adviser’s
effectiveness
in
ensuring
that
the
Fund
remains
in
compliance
with
its
investment
policies
and
restrictions
and
the
requirements
of
the
1940
Act
and
related
securities
regulations.
The
Board
further
noted
the
Adviser’s
efforts
to
oversee
the
Fund’s
other
service
providers,
including
those
providing
administrative,
accounting
and
custodial
services.
Based
on
these
factors,
as
well
as
other
factors
discussed
at
the
Meeting,
the
Board
concluded
that
the
nature,
extent
and
quality
of
services
provided
by
the
Adviser
have
been
and
continue
to
be
satisfactory.
(2)
The
performance
of
the
Fund
and
the
Adviser.
The
Board’s
analysis
of
the
Fund’s
performance
included
the
discussion
and
review
of
the
performance
data
of
the
Fund
against
securities
benchmarks
as
well
as
against
a
group
of
comparable
funds,
based
on,
in
part,
information
provided
by
an
independent,
third-party
mutual
fund
data
provider
–
Strategic
Insight,
Inc.
(“Strategic
Insight”)
–
engaged
by
the
Board
for
this
purpose.
The
Board
also
considered
the
performance
of
the
Fund
against
a
comparative
universe
of
similar
funds
as
identified
by
the
Adviser.
The
Board
reviewed
comparative
performance
over
long-,
intermediate-
and
short-term
periods.
In
reviewing
performance,
the
Board
placed
greater
emphasis
on
longer-term
performance
than
on
shorter-term
performance,
taking
into
account
that
over
short
periods
of
time
underperformance
may
be
transitory.
The
Board
further
took
into
account
that
performance
returns
over
longer
periods
can
be
impacted
dramatically
by
the
end
point
date
from
which
performance
is
measured.
In
this
regard
the
Board
observed
that
the
Fund
outperformed
the
Russell
1000
Value
Index,
the
Fund’s
primary
benchmark,
over
the
one-,
three-,
and
five-year
periods
ended
December
31,
2023,
and
underperformed
the
primary
benchmark
over
the
10-year
period
ended
December
31,
2023.
The
Board
also
observed
that
the
Fund’s
Institutional
Class
Shares
outperformed
the
primary
benchmark
index
over
the
20-
and
30-year
periods
ended
December
31,
2023,
and
the
Fund’s
Investor
Class
Shares
performed
in
line
with
the
primary
benchmark
index
over
the
same
periods.
The
Board
also
considered
the
performance
of
the
Fund
in
the
context
of
whether
the
Fund
was
meeting
the
expectations
of
the
clients
invested
in
the
Fund.
The
Board
also
considered
the
performance
of
the
Fund
against
similarly
managed
accounts
managed
by
the
Adviser.
When
reviewing
performance
against
similarly
managed
accounts,
the
Board
considered,
among
other
things,
differences
in
the
nature
of
such
accounts
from
a
regulatory
and
tax
perspective
and
differences
in
the
investment
mandate
from
that
of
the
Fund.
The
Board
considered
the
Adviser’s
view
as
to
the
principle
drivers
of
Fund
performance.
Based
on
these
factors,
as
well
as
other
factors
discussed
at
the
Meeting,
the
Board
concluded
that
the
performance
of
the
Fund
and
the
Adviser
has
been
and
continues
to
be
satisfactory.
Sound
Shore
Fund,
Inc.
ADDITIONAL
INFORMATION
(Unaudited)(Continued)
June
30,
2024
(3)
The
cost
of
the
advisory
services
and
the
profits
to
the
Adviser
from
the
relationship
with
the
Fund.
The
Board’s
consideration
of
the
Fund’s
advisory
fee
and
expenses
included,
among
other
factors,
a
discussion
and
review
of
data
concerning
the
current
advisory
fee
and
expense
ratio
of
the
Fund
compared
to
a
peer
group
of
funds
identified
by
Strategic
Insight
as
having
characteristics
similar
to
those
of
the
Fund.
The
Board
observed
that,
although
the
Fund’s
advisory
fee
rate
was
slightly
higher
than
the
median
of
the
Strategic
Insight
peers,
the
Fund’s
net
expense
ratio
was
lower
than
the
median
of
the
Strategic
Insight
peers.
The
Board
also
considered
that
the
Institutional
Class
shares
have
a
lower
expense
ratio
than
the
Investor
Class
shares
because
the
Adviser
has
capped
expenses
at
75
basis
points
to
compete
in
the
institutional
market.
Additionally,
the
Board
considered
advisory
fee
data
from
the
Adviser’s
similarly
managed
accounts
and
considered
the
relevance
of
differences
in
the
services
provided
to
separate
accounts
as
they
relate
to
differences
in
the
advisory
fees
charged
in
connection
with
management
of
the
Fund.
The
Board
also
considered
the
profitability
of
the
Fund
to
the
Adviser.
In
this
regard,
the
Board
noted
that
the
Fund,
with
an
advisory
fee
of
75
basis
points
and
assets
of
approximately
$885
million,
did
not
appear
to
generate
“excessive”
fees
to
the
Adviser.
Based
on
this
analysis,
the
Board
concluded
that
the
advisory
fee
for
the
Fund
was
fair
and
reasonable
in
light
of
the
quality
of
services
provided
by
the
Adviser.
(4)
The
extent
to
which
economies
of
scale
will
be
realized
as
the
Fund
grows
and
whether
fee
levels
reflect
those
economies
of
scale.
The
Board
considered
whether
the
Fund
could
benefit
from
any
economies
of
scale.
In
this
regard,
the
Board
considered
the
Fund’s
fee
structure,
asset
size,
net
expense
ratio,
and
the
fees
of
comparable
advisers,
recognizing
that
an
analysis
of
economies
of
scale
is
most
relevant
when
a
fund
has
achieved
a
substantial
size
and
has
growing
assets
and
that,
if
a
fund’s
assets
are
stable
or
decreasing,
the
significance
of
economies
of
scale
may
be
reduced.
The
Board
reviewed
relevant
materials
and
discussed
whether
the
use
of
breakpoints
would
be
appropriate
at
this
time.
Noting
the
relatively
stable,
if
not
slightly
declining,
asset
levels
in
the
Fund
over
the
past
year
and
the
existence
of
the
Adviser’s
ongoing
expense
limitation
arrangements,
the
Board
concluded
that
the
advisory
fee
remained
reasonable
in
light
of
the
current
information
provided
to
the
Board
with
respect
to
economies
of
scale.
(5)
Ancillary
benefits
and
other
factors.
In
addition
to
the
above
factors,
the
Board
also
discussed
other
benefits
received
by
the
Adviser
from
the
management
of
the
Fund,
such
as
soft-dollar
credits.
The
Board
concluded
that
the
advisory
fee
was
reasonable
in
light
of
these
fall-out
benefits.
Conclusion
The
Board,
including
all
of
the
Independent
Directors,
concluded
that
the
fees
payable
under
the
Advisory
Agreement
were
fair
and
reasonable
with
respect
to
the
services
that
the
Adviser
provides,
in
light
of
the
factors
described
above
that
the
Board
deemed
relevant.
The
Board
based
its
decision
on
an
evaluation
of
all
these
factors
as
a
whole
and
did
not
consider
Sound
Shore
Fund,
Inc.
ADDITIONAL
INFORMATION
(Unaudited)(Concluded)
June
30,
2024
any
one
factor
as
all-important
or
controlling.
The
Independent
Directors
were
also
assisted
by
the
advice
of
Counsel
to
the
Independent
Directors
in
making
this
determination.
Investment
Adviser
Sound
Shore
Management,
Inc.
Greenwich,
Connecticut
Administrator
Apex
Fund
Services
Portland,
Maine
Distributor
Foreside
Fund
Services,
LLC
Portland,
Maine
www.acaglobal.com
Transfer
and
Distribution
Paying
Agent
Apex
Fund
Services
Portland,
Maine
Custodian
US
Bank,
N.A.
Milwaukee,
Wisconsin
Fund
Counsel
Sullivan
and
Worcester
LLP
New
York,
New
York
Independent
Registered
Public
Accounting
Firm
Cohen
&
Company,
Ltd.
Philadelphia,
Pennsylvania
| (b) | Included as part of financial statements filed under Item 7(a). |
Item 8. Changes in and Disagreements with Accountants for Open-End Management Investment Companies
Not applicable.
Item 9. Proxy Disclosures for Open-End Management Investment Companies
Included as part of financial statements filed under Item 7(a).
Item 10. Remuneration Paid to Directors, Officers and Others of Open-End Management Investment Companies.
Included as part of financial statements filed under Item 7(a).
Item 11. Statement Regarding Basis for Approval of Investment Advisory Contract.
Included as part of financial statements filed under Item 7(a).
Item 12. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.
Not applicable.
Item 13. Portfolio Managers of Closed-End Management Investment Companies.
Not applicable.
Item 14. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.
Not applicable.
Item 15. Submission of Matters to a Vote of Security Holders.
Not applicable.
Item 16. Controls and Procedures.
(a) The registrant’s principal executive officer and principal financial officer concluded that the registrant’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940 (the “Act”)) were effective as of a date within 90 days of the filing date of this report (the “Evaluation Date”) based on their evaluation of the registrant’s disclosure controls and procedures as of the Evaluation Date.
(b) There were no changes in the registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the Act) that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, the registrant’s internal control over financial reporting.
Item 17. Disclosure of Securities Lending Activities for Closed-End Management Investment Companies
Not applicable.
Item 18. Recovery of Erroneously Awarded Compensation
Not applicable.
Item 19. Exhibits.
(a)(1) Not applicable.
(a)(2) Not applicable.
(a)(4) Not applicable.
(a)(5) Not applicable.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and 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.
| By | /s/ John P. DeGulis | |
| | John P. DeGulis, President | |
| | | |
| Date | August 22, 2024 | |
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| By | /s/ John P. DeGulis | |
| | John P. DeGulis, President | |
| | | |
| Date | August 22, 2024 | |
| By | /s/ Charles S. Todd | |
| | Charles S. Todd, Treasurer | |
| | | |
| Date | August 22, 2024 | |
