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.
190
Middle Street, Suite 101
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, 2025 – December 31, 2025
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.
(b) Not applicable.
Item 2. Code of Ethics.
(a) As of the end of the period covered by this report, Sound
Shore Fund, Inc. (the “Registrant”) has adopted a code of ethics, which applies
to its Principal Executive Officer and Principal Financial Officer (the “Code
of Ethics”).
(c) There have been no amendments to the Registrant’s Code
of Ethics during the period covered by this report.
(d) There have been no waivers to the Registrant’s Code of
Ethics during the period covered by this report.
(e) Not applicable.
(f)(1) A copy of the Code of Ethics is being filed under
Item 19(a)(1) hereto.
Item 3. Audit Committee Financial Expert.
(a)(1) The Board of Trustees has determined that the Registrant
has an audit committee financial expert, as defined in Item 3 of Form N-CSR,
serving on its audit committee.
(a)(2) The audit committee financial expert, Mr. David
Blair Kelso, is a non-“interested” Trustee (as defined in Item 3(a)(2) of Form
N-CSR.
Item 4. Principal Accountant Fees
and Services.
(a) Audit Fees – The
aggregate fees billed for each of the last two fiscal years (the “Reporting
Periods”) for professional services rendered by the Registrant’s principal
accountant for the audit of the Registrant’s annual financial statements, or
services that are normally provided by the principal accountant in connection
with the statutory and regulatory filings or engagements for the Reporting
Periods, were $23,300 in 2025 and $22,200 in 2024.
(b) Audit-Related Fees –
The aggregate fees billed in the Reporting Periods for assurance and related
services rendered by the principal accountant that were reasonably related to
the performance of the audit of the Registrant’s financial statements and are
not reported under paragraph (a) of this item 4 were $0 in 2025 and $0 in 2024.
(c) Tax Fees – The
aggregate fees billed in the Reporting Periods for professional services
rendered by the principal accountant to the Registrant for tax compliance, tax
advice and tax planning (“Tax Fees”) were $3,100 in 2025 and $3,000 in 2024.
These services consisted of review or preparation of U.S. federal, state, local
and excise tax returns.
(d) All Other Fees – The
aggregate fees billed in the Reporting Periods for other fees rendered by the
principal accountant to the Registrant were $1,000 in 2025 and $1,000 in 2024,
other than the services reported in paragraphs (a) through (c) of this Item.
(e)(1) Pre-Approval
Requirements for Audit and Non-Audit Services. The Audit Committee reviews and
approves in advance all audit and “permissible non-audit services” to be
provided to Sound Shore Management, Inc. (“Sound Shore Management”), the Fund’s
investment adviser, by the Fund’s independent auditor if the engagement relates
to the operations and financial reporting of the Fund. The Audit Committee
considers whether fees paid by Sound Shore Management for audit and permissible
non-audit services are consistent with the independent auditor’s independence.
Pre-approval of any permissible non-audit services provided to the Fund is not
required so long as: (i) the aggregate amount of all such permissible non-audit
services provided to the Fund constitutes not more than 5% of the total amount
of revenues paid by the Fund to its auditor during the fiscal year in which the
permissible non-audit services are provided; (ii) the permissible non-audit
services were not recognized by the Fund at the time of engagement to be
non-audit services; and (iii) such services are promptly brought to the
attention of the Audit Committee and approved prior to the completion of the
audit by the Audit Committee or its authorized delegate(s). Pre-approval of
permissible non-audit services rendered to Sound Shore Management is not
required if provided. The Audit Committee may delegate to one or more of its
members authority to pre-approve permissible non-audit services to be provided
to the Fund. Any pre-approval determination of a delegate will be presented to
the full Audit Committee at its next meeting.
(e)(2) No services
included in (b) - (d) above were approved pursuant to paragraph (c)(7)(i)(C) of
Rule 2- 01 of Regulation S-X.
(f) Not applicable as
less than 50%.
(g) The aggregate fees
billed in the Reporting Periods for Non-Audit Services by the principal
accountant to the Registrant were $5,500 in 2025 and $4,650 in 2024. The
non-audit fees billed by the Registrant’s principal accountant for non-audit
services provided to the Sound Shore Management (not including any sub-adviser
whose role is primarily portfolio management and is subcontracted with or
overseen by another investment adviser) and any entity controlling, controlled
by, or under common control with the adviser that provides ongoing services to
the registrant affiliated were $22,000 in 2025 and $21,150 in 2024.
(h) The Registrant’s
Audit Committee considers the provision of any non-audit services rendered to
the investment adviser, to the extent applicable, in evaluating the
independence of the Registrant’s principal accountant. Any services provided by
the principal accountant to the Registrant or to Sound Shore Management
requiring pre-approval were pre-approved.
(i) Not applicable. The
Registrant has not retained, for the preparation of the audit report on the
financial statements included in the Form N-CSR, a registered public accounting
firm that has a branch or office that is located in a foreign jurisdiction and
that the Public Company Accounting Oversight Board (the “PCAOB”) has determined
that the PCAOB is unable to inspect or investigate completely because of a
position taken by an authority in the foreign jurisdiction.
(j) Not applicable. The
Registrant is not a “foreign issuer,” as defined in 17 CFR 240.3b-4.
Item 5. Audit Committee of Listed Registrants.
Not applicable.
Item 6. Investments.
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(a)
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Included as part of financial statements filed under Item
7(a).
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Item 7. Financial Statements and Financial Highlights for
Open-End Management Investment Companies
(a)
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(b)
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Included as part of financial statements filed under Item
7(a).
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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
Not applicable.
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.
Not applicable.
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)(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.
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By
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/s/ John P. DeGulis
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John P. DeGulis, President
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Date
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February 25,
2026
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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.
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By
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/s/ John P. DeGulis
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John P. DeGulis, President
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Date
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February 25, 2026
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By
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/s/ Charles S. Todd
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Charles S. Todd, Treasurer
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Date
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February 25, 2026
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