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: (800) 754-8758

Date of fiscal year end: December 31

Date of reporting period: July 1, 2008 to June 30, 2009

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, 2008 through June 30, 2009

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	04/24/09	697,600	1. Election of Directors	Routine	Management	04/20/09	FOR	WITH
Abbott Laboratories	ABT	002824100	04/24/09	697,600	2. Approval of the Abbott Laboratories 2009 Incentive Stock Program	Non-Routine	Management	04/20/09	FOR	WITH
Abbott Laboratories	ABT	002824100	04/24/09	697,600	3. Approval of the Abbott Laboratories 2009 Employee Stock Purchase Program Plan for Non-U.S. Employees	Non-Routine	Management	04/20/09	FOR	WITH
Abbott Laboratories	ABT	002824100	04/24/09	697,600	4. Ratification of Deloitte & Touche LLP as Auditors	Routine	Management	04/20/09	FOR	WITH
Abbott Laboratories	ABT	002824100	04/24/09	697,600	5. Proposal Regarding Animal Testing	Non-Routine	Shareholder	04/20/09	AGAINST	WITH
Abbott Laboratories	ABT	002824100	04/24/09	697,600	6. Proposal Regarding Health Care Principles	Non-Routine	Shareholder	04/20/09	AGAINST	WITH
Abbott Laboratories	ABT	002824100	04/24/09	697,600	7. Proposal Regarding Advisory Vote	Non-Routine	Shareholder	04/20/09	AGAINST	WITH
AES Corporation	AES	00130H105	04/23/09	4,268,300	1. Election of Directors	Routine	Management	04/14/09	FOR	WITH
AES Corporation	AES	00130H105	04/23/09	4,268,300	2. Ratify Appointment of Ernst & Young LLP as Auditors	Routine	Management	04/14/09	FOR	WITH
Aetna Inc.	AET	00817Y108	05/29/09	1,004,000	1A-1M Election of Directors	Routine	Management	05/19/09	FOR	WITH
Aetna Inc.	AET	00817Y108	05/29/09	1,004,000	2. Ratification of KPMG as Company’s Independent Auditor	Routine	Management	05/19/09	FOR	WITH
Aetna Inc.	AET	00817Y108	05/29/09	1,004,000	3. Proposal on Cumulative Voting	Non-Routine	Shareholder	05/19/09	AGAINST	WITH
Aetna Inc.	AET	00817Y108	05/29/09	1,004,000	4. Proposal on Nominating a Retired Aetna Executive to the Board	Non-Routine	Shareholder	05/19/09	AGAINST	WITH
AON Corporation	AOC	037389103	05/15/09	852,500	1. Election of Directors	Routine	Management	05/07/09	FOR	WITH
AON Corporation	AOC	037389103	05/15/09	852,500	2. Ratify Appointment of Ernst & Young as Independent Registered Public Accounting Firm	Routine	Management	05/07/09	FOR	WITH
Bank of America Corporation	BAC	060505104	12/05/08	1,996,600	1. Proposal to Approve the Issuance of Shares of Bank of America Common Stock as contemplated by the Agreement and Plan of Merger, by and Between Merrill Lynch & Co. and Bank of America Corporation.	Non-Routine	Management	12/02/08	FOR	WITH
Bank of America Corporation	BAC	060505104	12/05/08	1,996,600	2. Proposal to Approve an Amendment to the 2003 Key Associate Stock Plan.	Non-Routine	Management	12/02/08	FOR	WITH
Bank of America Corporation	BAC	060505104	12/05/08	1,996,600	3. Proposal to Adopt an Amendment to the Bank of America Amended and Restated Certificate of Incorporation to Increase the Number of Authorized Shares	Non-Routine	Management	12/02/08	FOR	WITH
Bank of America Corporation	BAC	060505104	12/05/08	1,996,600	4. Proposal to Approve the Adjournment of the Special Meeting, If Necessary or Appropriate, to Solicit Additional Proxies	Non-Routine	Management	12/02/08	FOR	WITH
Baxter International Inc.	BAX	071813109	05/05/09	386,900	1. Election of Directors	Routine	Management	04/21/09	FOR	WITH
Baxter International Inc.	BAX	071813109	05/05/09	386,900	2. Ratify the Appointment of PricewaterhouseCoopers, LLP as Auditor	Routine	Management	04/21/09	FOR	WITH
Baxter International Inc.	BAX	071813109	05/05/09	386,900	3. Proposal Related to Animal Testing	Non-Routine	Shareholder	04/21/09	AGAINST	WITH
Berkshire Hathaway Cl A	BRKA	084670108	05/02/09	810	1. Election of Directors	Routine	Management	04/22/09	FOR	WITH
Berkshire Hathaway Cl A	BRKA	084670108	05/02/09	810	2. Proposal Regarding Sustainability Report Resolution	Non-Routine	Shareholder	04/22/09	FOR	AGAINST
Boston Scientfic Corporation	BSX	101137107	05/05/09	5,391,700	1A-1M Election of Directors	Routine	Management	04/30/09	FOR	WITH
Boston Scientfic Corporation	BSX	101137107	05/05/09	5,391,700	2. Ratify Appointment of Ernst & Young as Independent Registered Public Accounting Firm	Routine	Management	04/30/09	FOR	WITH
Boston Scientfic Corporation	BSX	101137107	05/05/09	5,391,700	3. Transact Such Other Business as May Properly Come Before the Meeting	Non-Routine	Management	04/30/09	AGAINST	AGAINST
Cardinal Health Inc	CAH	14149Y108	11/05/08	1,353,400	1. Election of Directors	Routine	Management	11/03/08	FOR	WITH
Cardinal Health Inc	CAH	14149Y108	11/05/08	1,353,400	2. Ratify Appointment of Ernst & Young as Independent Registered Public Accounting Firm	Routine	Management	11/03/08	FOR	WITH
Cardinal Health Inc	CAH	14149Y108	11/05/08	1,353,400	3. Proposal to Approve Amendments to the Articles of Incorporation and Code of Regulations to Implement a Majority Voting Standard for Uncontested Elections of Directors	Non-Routine	Management	11/03/08	FOR	WITH
Cardinal Health Inc	CAH	14149Y108	11/05/08	1,353,400	4. Proposal to Approve Amendments to the Articles of Incorporation and Code of Regulations to Eliminate Cumulative Voting	Non-Routine	Management	11/03/08	FOR	WITH
Cardinal Health Inc	CAH	14149Y108	11/05/08	1,353,400	5. Proposal to Approve Amendments to the Code of Regulations to Establish Procedures for Advance Notice of Director Nominations and Other Proposals and Related Administrative Matters at Shareholders Meetings	Non-Routine	Management	11/03/08	FOR	WITH
Cardinal Health Inc	CAH	14149Y108	11/05/08	1,353,400	6. Proposal to Approve Amendment to the Articles of Incorporation to Eliminate the Reference to the Minimum Amount of Stated Capital with which the Company May Begin Business and to State Expressly that the Company’s Common Shares Have No Stated Capital	Non-Routine	Management	11/03/08	FOR	WITH
Cardinal Health Inc	CAH	14149Y108	11/05/08	1,353,400	7. Proposal to Approve an Amended and Restated 2005 Long-Term Incentive Plan	Non-Routine	Management	11/03/08	FOR	WITH
Cardinal Health Inc	CAH	14149Y108	11/05/08	1,353,400	8. Proposal to Approve an Amended and Restated Employee Stock Purchase Plan	Non-Routine	Management	11/03/08	FOR	WITH
Cardinal Health Inc	CAH	14149Y108	11/05/08	1,353,400	9. Proposal Regarding Performance-Based Stock Options	Non-Routine	Shareholder	11/03/08	FOR	AGAINST
Cardinal Health Inc.	CAH	14149Y108	06/23/09	1,157,100	1. Approval of Proposed Stock Exchange Program	Non-Routine	Management	06/18/09	FOR	WITH
Charles Schwab Corporation	SCHW	808513105	05/14/09	1,696,800	1a-1c Election of Directors	Routine	Management	05/11/09	FOR	WITH
Charles Schwab Corporation	SCHW	808513105	05/14/09	1,696,800	2. Proposal Regarding Political Contributions	Non-Routine	Shareholder	05/11/09	AGAINST	WITH
Charles Schwab Corporation	SCHW	808513105	05/14/09	1,696,800	3. Proposal Regarding Death Benefits	Non-Routine	Shareholder	05/11/09	AGAINST	WITH
Charles Schwab Corporation	SCHW	808513105	05/14/09	1,696,800	4. Proposal Regarding Corporate Executive Bonus Plan	Non-Routine	Shareholder	05/11/09	AGAINST	WITH
Chubb Corporation	CB	171232101	04/28/09	1,108,000	1. Election of Directors	Routine	Management	04/21/09	FOR	WITH
Chubb Corporation	CB	171232101	04/28/09	1,108,000	2. Adoption of the Chubb Corporation Long-Term Incentive Plan (2009)	Non-Routine	Management	04/21/09	FOR	WITH
Chubb Corporation	CB	171232101	04/28/09	1,108,000	3. Ratify Appointment of Ernst & Young as Independent Auditor	Routine	Management	04/21/09	FOR	WITH
CIGNA Corporation	CI	125509109	04/22/09	683,600	1. Election of Directors	Routine	Management	04/14/09	FOR	WITH
CIGNA Corporation	CI	125509109	04/22/09	683,600	2. Appointment of PricewaterhouseCoopers, LLP as Auditor	Routine	Management	04/14/09	FOR	WITH
Citrix Systems Inc	CTXS	177376100	05/29/09	1,138,000	1A-1C Election of Directors	Routine	Management	05/18/09	FOR	WITH
Citrix Systems Inc	CTXS	177376100	05/29/09	1,138,000	2. Amendment to the 2005 Equity Incentive Plan	Non-Routine	Management	05/18/09	FOR	WITH
Citrix Systems Inc	CTXS	177376100	05/29/09	1,138,000	3. Ratification of Ernst & Young as Independent Auditor	Routine	Management	05/18/09	FOR	WITH
Coca-Cola Company	KO	191216100	04/22/09	1,115,000	1. Election of 14 Directors	Routine	Management	03/27/09	FOR	WITH
Coca-Cola Company	KO	191216100	04/22/09	1,115,000	2. Ratify Appointment of Ernst & Young as Independent Registered Public Accounting Firm	Routine	Management	03/27/09	FOR	WITH
Coca-Cola Company	KO	191216100	04/22/09	1,115,000	3. Proposal Regarding an Advisory Vote on Executive Compensation	Non-Routine	Shareholder	03/27/09	AGAINST	WITH
Coca-Cola Company	KO	191216100	04/22/09	1,115,000	4. Proposal Regarding an Independent Board Chair	Non-Routine	Shareholder	03/27/09	AGAINST	WITH
Coca-Cola Company	KO	191216100	04/22/09	1,115,000	5. Proposal Regarding a Board Committee on Human Rights	Non-Routine	Shareholder	03/27/09	AGAINST	WITH
Coca-Cola Company	KO	191216100	04/22/09	1,115,000	6. Proposal Regarding Restricted Stock	Non-Routine	Shareholder	03/27/09	AGAINST	WITH
Comcast Corporation	CMCSA	20030N101	05/13/09	3,556,900	1. Election of Directors	Routine	Management	05/11/09	FOR	WITH
Comcast Corporation	CMCSA	20030N101	05/13/09	3,556,900	2. Ratification of Deloitte & Touche LLP as Independent Public Accountant	Routine	Management	05/11/09	FOR	WITH
Comcast Corporation	CMCSA	20030N101	05/13/09	3,556,900	3. Approval of Company’s 2002 Restricted Stock Plan, as Amended and Restated	Non-Routine	Management	05/11/09	FOR	WITH
Comcast Corporation	CMCSA	20030N101	05/13/09	3,556,900	4. Approval of Company’s 2003 Restricted Stock Plan, as Amended and Restated	Non-Routine	Management	05/11/09	FOR	WITH
Comcast Corporation	CMCSA	20030N101	05/13/09	3,556,900	5. Approval of Company’s 2003 Stock Option Plan, as Amended and Restated	Non-Routine	Management	05/11/09	FOR	WITH

Page 1 of 5

Sound Shore Fund Proxy Voting from July 1, 2008 through June 30, 2009

Security	Ticker	CUSIP	Meeting Date	# of Shares	Proposal Description	Type of Proposal	Proposed by	Date Voted	How Voted	Voted with / against Management
Comcast Corporation	CMCSA	20030N101	05/13/09	3,556,900	6. Identify All Executive Officers Who Earn in Excess of $500,000	Non-Routine	Shareholder	05/11/09	AGAINST	WITH
Comcast Corporation	CMCSA	20030N101	05/13/09	3,556,900	7. Obtain Shareholder Approval of Certain Future Death Benefit Arrangements	Non-Routine	Shareholder	05/11/09	AGAINST	WITH
Comcast Corporation	CMCSA	20030N101	05/13/09	3,556,900	8. To Adopt an Annual Vote on Executive Compensation	Non-Routine	Shareholder	05/11/09	AGAINST	WITH
Comcast Corporation	CMCSA	20030N101	05/13/09	3,556,900	9. To Adopt a Recapitalization Plan	Non-Routine	Shareholder	05/11/09	AGAINST	WITH
Credit Suisse Group AG	CS	225401108	04/24/09	1,924,000	1A Presentation of Annual Report, Parent Company’s 2008 Financial Statement, Group’s Consolidated Financial Statements	Non-Routine	Management	04/13/09	FOR	WITH
Credit Suisse Group AG	CS	225401108	04/24/09	1,924,000	1B Consultative Vote on the Remuneration Report	Non-Routine	Management	04/13/09	FOR	WITH
Credit Suisse Group AG	CS	225401108	04/24/09	1,924,000	1C Approval of the Annual Report, Company’s 2008 Financial Statements and Group’s 2008 Consolidated Financial Statements	Non-Routine	Management	04/13/09	FOR	WITH
Credit Suisse Group AG	CS	225401108	04/24/09	1,924,000	2. Discharge of the Acts of the Members of the Board of Directors and the Executive Board	Non-Routine	Management	04/13/09	FOR	WITH
Credit Suisse Group AG	CS	225401108	04/24/09	1,924,000	3. Appropriation of Retained Earnings	Non-Routine	Management	04/13/09	FOR	WITH
Credit Suisse Group AG	CS	225401108	04/24/09	1,924,000	4A Change in Share Capital: Increasing Conditional Capital for Convertible and Warrant Bonds	Non-Routine	Management	04/13/09	FOR	WITH
Credit Suisse Group AG	CS	225401108	04/24/09	1,924,000	4B Change in Share Capital: Renewing and Increasing Authorized Capital	Non-Routine	Management	04/13/09	FOR	WITH
Credit Suisse Group AG	CS	225401108	04/24/09	1,924,000	5A Other Amendment to the Articles of Association: Group’s Independent Auditor	Non-Routine	Management	04/13/09	FOR	WITH
Credit Suisse Group AG	CS	225401108	04/24/09	1,924,000	5B Other Amendment to the Articles of Association: Presence Quorum for Board of Directors’ Resolutions	Non-Routine	Management	04/13/09	FOR	WITH
Credit Suisse Group AG	CS	225401108	04/24/09	1,924,000	5C Other Amendment to the Articles of Association: Deletions of Provisions Concerning Contributions in Kind	Non-Routine	Management	04/13/09	FOR	WITH
Credit Suisse Group AG	CS	225401108	04/24/09	1,924,000	6A Election of Directors	Routine	Management	04/13/09	FOR	WITH
Credit Suisse Group AG	CS	225401108	04/24/09	1,924,000	6B Election of the Independent Auditors KPMG AG, Zurich	Routine	Management	04/13/09	FOR	WITH
Credit Suisse Group AG	CS	225401108	04/24/09	1,924,000	6C Election of Special Auditors	Non-Routine	Management	04/13/09	FOR	WITH
Devon Energy Corporation	DVN	25179M103	06/03/09	1,015,200	1. Election of Directors	Routine	Management	05/18/09	FOR	WITH
Devon Energy Corporation	DVN	25179M103	06/03/09	1,015,200	2. Ratify Appointment of Robert A. Mosbacher, Jr. as a Director	Routine	Management	05/18/09	FOR	WITH
Devon Energy Corporation	DVN	25179M103	06/03/09	1,015,200	3. Ratify Appointment of KPMG LLP as Independent Auditors	Routine	Management	05/18/09	FOR	WITH
Devon Energy Corporation	DVN	25179M103	06/03/09	1,015,200	4. Adoption of the Company’s 2009 Long-Term Incentive Plan	Non-Routine	Management	05/18/09	FOR	WITH
Devon Energy Corporation	DVN	25179M103	06/03/09	1,015,200	5. Adopt Director Election Majority Vote Standard	Non-Routine	Shareholder	05/18/09	FOR	AGAINST
Dr. Pepper Snapple Group	DPS	26138E109	05/19/09	1,995,500	1A-1C Election of Directors	Routine	Management	05/08/09	FOR	WITH
Dr. Pepper Snapple Group	DPS	26138E109	05/19/09	1,995,500	2. To Approve and Adopt the Management Incentive Plan Related to Performance-Based Incentive Compensation for Certain Executive Officers	Non-Routine	Management	05/08/09	FOR	WITH
Dr. Pepper Snapple Group	DPS	26138E109	05/19/09	1,995,500	3. To Ratify the Appointment of Deloitte & Touche as Auditors	Routine	Management	05/08/09	FOR	WITH
Dr. Pepper Snapple Group	DPS	26138E109	05/19/09	1,995,500	4. To Approve and Adopt the Omnibus Stock Incentive Plan of 2009	Non-Routine	Management	05/08/09	FOR	WITH
Duke Energy Corporation	DUK	26441C105	05/07/09	1,341,900	1. Election of Directors	Routine	Management	04/30/09	FOR	WITH
Duke Energy Corporation	DUK	26441C105	05/07/09	1,341,900	2. Ratification of Deloitte & Touche LLP as Independent Public Accountant	Routine	Management	04/30/09	FOR	WITH
El Paso Corporation	EP	28336L109	05/06/09	3,388,400	1. Election of Directors	Routine	Management	04/22/09	FOR	WITH
El Paso Corporation	EP	28336L109	05/06/09	3,388,400	2. Approve the Company’s 2005 Omnibus Incentive Compensation Plan	Non-Routine	Management	04/22/09	FOR	WITH
El Paso Corporation	EP	28336L109	05/06/09	3,388,400	3. Approve the Company’s Employee Stock Purchase Plan	Non-Routine	Management	04/22/09	FOR	WITH
El Paso Corporation	EP	28336L109	05/06/09	3,388,400	4. Ratify Appointment of Ernst & Young as Independent Registered Public Accounting Firm	Routine	Management	04/22/09	FOR	WITH
Exelon Corporation	EXC	30161N101	04/28/09	769,200	1. Election of Directors	Routine	Management	04/23/09	FOR	WITH
Exelon Corporation	EXC	30161N101	04/28/09	769,200	2. Renewal of the Company’s Annual Incentive Plan for Senior Executives Effective Jan. 1, 2009	Non-Routine	Management	04/23/09	FOR	WITH
Exelon Corporation	EXC	30161N101	04/28/09	769,200	3. Ratify the Appointment of PricewaterhouseCoopers, LLP as Auditor	Routine	Management	04/23/09	FOR	WITH
Exelon Corporation	EXC	30161N101	04/28/09	769,200	4. Recommendation to Prepare a Report Showing that Exelon’s Actions Taken to Reduce Global Warming have Reduced Mean Global Temperatures or Avoided Disasters	Non-Routine	Shareholder	04/23/09	AGAINST	WITH
Flextronics International	FLEX	Y2573F102	09/30/08	9,357,000	1a. Re-Elect H. Raymond Bingham as a Director	Routine	Management	09/26/08	FOR	WITH
Flextronics International	FLEX	Y2573F102	09/30/08	9,357,000	1b. Re-Elect Mr. Ajay B. Shah as a Director	Routine	Management	09/26/08	FOR	WITH
Flextronics International	FLEX	Y2573F102	09/30/08	9,357,000	2. Re-Elect Dr. Willy C. Shih as a Director	Routine	Management	09/26/08	FOR	WITH
Flextronics International	FLEX	Y2573F102	09/30/08	9,357,000	3. Re-Appointment of Mr. Rockwell A. Schnabel as a Director	Routine	Management	09/26/08	FOR	WITH
Flextronics International	FLEX	Y2573F102	09/30/08	9,357,000	4. To Re-Appoint Deloitte & Touche as Independent Auditor	Routine	Management	09/26/08	FOR	WITH
Flextronics International	FLEX	Y2573F102	09/30/08	9,357,000	5. To Approve the General Authorization for the Directors to Allot and Issue Ordinary Shares	Non-Routine	Management	09/26/08	FOR	WITH
Flextronics International	FLEX	Y2573F102	09/30/08	9,357,000	6. To Approve the Renewal of the Share Purchase Mandate	Non-Routine	Management	09/26/08	FOR	WITH
Flextronics International	FLEX	Y2573F102	09/30/08	9,357,000	7. To Approve an Amendment to the 2001 Equity Incentive Plan to Increase the Sub-Limit on the Maximum Number of Ordinary Shares Which May Be Issued as Share Bonuses	Non-Routine	Management	09/26/08	FOR	WITH
Flextronics International	FLEX	Y2573F102	09/30/08	9,357,000	8. To Approve an Amendment to the 2001 Equity Incentive Plan to Increase the Sub-Limit on the Maximum Number of Ordinary Shares Subject to Awards Which May Be Granted to a Person In a Single Calendar Year	Non-Routine	Management	09/26/08	FOR	WITH
Flextronics International	FLEX	Y2573F102	09/30/08	9,357,000	9. To Approve an Amendment to the 2001 Equity Incentive Plan to Increase the Number of Ordinary Shares Reserved for Issuance	Non-Routine	Management	09/26/08	FOR	WITH
Kimberly Clark Corporation	KMB	494368103	04/30/09	747,100	1. Election of Directors	Routine	Management	04/16/09	FOR	WITH
Kimberly Clark Corporation	KMB	494368103	04/30/09	747,100	2. Ratify the Selection of Deloitte & Touche LLP as Auditor	Routine	Management	04/16/09	FOR	WITH
Kimberly Clark Corporation	KMB	494368103	04/30/09	747,100	3. Approval of Amended and Restated Certificate of Incorporation Regarding Right of Holders of at Least 25% of Shares to Call a Special Meeting of Stockholders	Non-Routine	Management	04/16/09	FOR	WITH
Kimberly Clark Corporation	KMB	494368103	04/30/09	747,100	4. Reapproval of Performance Goals Under the 2001 Equity Participation Plan	Non-Routine	Management	04/16/09	FOR	WITH
Kimberly Clark Corporation	KMB	494368103	04/30/09	747,100	5. Proposal Regarding Cumulative Voting	Non-Routine	Shareholder	04/16/09	FOR	WITH
Marathon Oil Corporation	MRO	565849106	04/29/09	1,264,600	1. Election of Directors	Routine	Management	04/16/09	FOR	WITH
Marathon Oil Corporation	MRO	565849106	04/29/09	1,264,600	2. Appointment of PricewaterhouseCoopers, LLP as Auditor	Routine	Management	04/16/09	FOR	WITH
Marathon Oil Corporation	MRO	565849106	04/29/09	1,264,600	3. Proposal Regarding Special Shareholder Meetings	Non-Routine	Shareholder	04/16/09	FOR	AGAINST
Marathon Oil Corporation	MRO	565849106	04/29/09	1,264,600	4. Proposal Regarding Say on Executive Pay	Non-Routine	Shareholder	04/16/09	AGAINST	WITH
Marsh & McLennan Cos	MMC	571748102	05/21/09	2,307,300	1A-1D Election of Directors	Routine	Management	05/12/09	FOR	WITH
Marsh & McLennan Cos	MMC	571748102	05/21/09	2,307,300	2. Ratify Selection of Deloitte & Touche as Independent Auditor	Routine	Management	05/12/09	FOR	WITH
Marsh & McLennan Cos	MMC	571748102	05/21/09	2,307,300	3. Proposal to Reincorporate in North Dakota	Non-Routine	Shareholder	05/12/09	AGAINST	WITH
Marsh & McLennan Cos	MMC	571748102	05/21/09	2,307,300	4. Proposal Regarding Special Meetings	Non-Routine	Shareholder	05/12/09	FOR	AGAINST
Marsh & McLennan Cos	MMC	571748102	05/21/09	2,307,300	5. Proposal Regarding Political Contributions	Non-Routine	Shareholder	05/12/09	AGAINST	WITH

Page 2 of 5

Sound Shore Fund Proxy Voting from July 1, 2008 through June 30, 2009

Security	Ticker	CUSIP	Meeting Date	# of Shares	Proposal Description	Type of Proposal	Proposed by	Date Voted	How Voted	Voted with / against Management
National City Corporation	NCC	635405103	09/15/08	11,210,500	1. Approve an Amendment to Company’s Restated Certificate of Incorporation to Increase the Number of Authorized Shares	Non-Routine	Management	09/11/08	FOR	WITH
National City Corporation	NCC	635405103	09/15/08	11,210,500	2. Approve the Conversion of the Contigent Convertible Perpetual Non-Cumulative Preferred Stock, Series G into Common Stock	Non-Routine	Management	09/11/08	FOR	WITH
Novartis AG ADR	NVS	66987V109	02/24/09	759,700	1. Approval of the Annual Report, Financial Statements and Group Consolidated Financial Statements	Non-Routine	Management	02/12/09	FOR	WITH
Novartis AG ADR	NVS	66987V109	02/24/09	759,700	2. Discharge From Liability of the Members of the Board of Directors and the Executive Committee	Non-Routine	Management	02/12/09	FOR	WITH
Novartis AG ADR	NVS	66987V109	02/24/09	759,700	3. Appropriation of Available Earnings of Novartis AG as per Balance Sheet and Declaration of Dividend	Non-Routine	Management	02/12/09	FOR	WITH
Novartis AG ADR	NVS	66987V109	02/24/09	759,700	4. Reduction of Share Capital	Non-Routine	Management	02/12/09	FOR	WITH
Novartis AG ADR	NVS	66987V109	02/24/09	759,700	5A. Amendments to the Articles of Incorporation - Introduction of a Consultative Vote on the Remuneration Report	Non-Routine	Shareholder	02/12/09	AGAINST	WITH
Novartis AG ADR	NVS	66987V109	02/24/09	759,700	5B. Amendments to the Articles of Incorporation - Purpose	Non-Routine	Management	02/12/09	FOR	WITH
Novartis AG ADR	NVS	66987V109	02/24/09	759,700	5C. Amendments to the Articles of Incorporation - Auditors	Non-Routine	Management	02/12/09	FOR	WITH
Novartis AG ADR	NVS	66987V109	02/24/09	759,700	6BA. Re-Election of Prof. Srikant M. Datar PH.D. for a Three-year Term	Routine	Management	02/12/09	FOR	WITH
Novartis AG ADR	NVS	66987V109	02/24/09	759,700	6BB. Re-Election of Andreas Von Planta PH.D. for a Three-year Term	Routine	Management	02/12/09	FOR	WITH
Novartis AG ADR	NVS	66987V109	02/24/09	759,700	6BC. Re-Election of Dr.-Ing. Wendelin Wiedeking for a Three-year Term	Routine	Management	02/12/09	FOR	WITH
Novartis AG ADR	NVS	66987V109	02/24/09	759,700	6BD. Re-Election of Prof. Rolf M. Zinkernagel M.D. for a Three-year Term	Routine	Management	02/12/09	FOR	WITH
Novartis AG ADR	NVS	66987V109	02/24/09	759,700	6C. Election of Prof. William Brody M.D., PH.D. for a Three-year Term	Routine	Management	02/12/09	FOR	WITH
Novartis AG ADR	NVS	66987V109	02/24/09	759,700	7. Appointment of PricewaterhouseCoopers, AG as Auditor	Routine	Management	02/12/09	FOR	WITH
Novartis AG ADR	NVS	66987V109	02/24/09	759,700	8. Additional and/or Counter-Proposals Presented at the Meeting	Non-Routine	Management	02/12/09	FOR	WITH
Pfizer Inc.	PFE	717081103	04/23/09	4,425,900	1. Election of Directors	Routine	Management	04/14/09	FOR	WITH
Pfizer Inc.	PFE	717081103	04/23/09	4,425,900	2. Ratify Appointment of KPMG LLP as Independent Registered Public Accounting Firm	Routine	Management	04/14/09	FOR	WITH
Pfizer Inc.	PFE	717081103	04/23/09	4,425,900	3. Approval of the Pfizer Inc. 2004 Stock Plan, as Amended and Restated	Non-Routine	Management	04/14/09	FOR	WITH
Pfizer Inc.	PFE	717081103	04/23/09	4,425,900	4. Proposal Regarding Stock Options	Non-Routine	Shareholder	04/14/09	AGAINST	WITH
Pfizer Inc.	PFE	717081103	04/23/09	4,425,900	5. Proposal Regarding Advisory Vote on Executive Compensation	Non-Routine	Shareholder	04/14/09	AGAINST	WITH
Pfizer Inc.	PFE	717081103	04/23/09	4,425,900	6. Proposal Regarding Cumulative Voting	Non-Routine	Shareholder	04/14/09	AGAINST	WITH
Pfizer Inc.	PFE	717081103	04/23/09	4,425,900	7. Proposal Regarding Special Shareholder Meetings	Non-Routine	Shareholder	04/14/09	AGAINST	WITH
Progressive Corporation	PGR	743315103	04/24/09	3,102,100	1.1 Election of Director for Term of Three Years: Roger N. Farah	Routine	Management	04/14/09	FOR	WITH
Progressive Corporation	PGR	743315103	04/24/09	3,102,100	1.2 Election of Director for Term of Three Years: Stephen R. Hardis	Routine	Management	04/14/09	FOR	WITH
Progressive Corporation	PGR	743315103	04/24/09	3,102,100	1.3 Election of Director for Term of Three Years: Norman S. Matthews	Routine	Management	04/14/09	FOR	WITH
Progressive Corporation	PGR	743315103	04/24/09	3,102,100	1.4 Election of Director for Term of Three Years: Bradley T. Sheares. Ph.D.	Routine	Management	04/14/09	FOR	WITH
Progressive Corporation	PGR	743315103	04/24/09	3,102,100	2. Approve an Amendment to Our Code of Regulations to Establish Procedures for Shareholders to Make Proposals for Consideration at Our Annual Meetings of Shareholders	Non-Routine	Management	04/14/09	FOR	WITH
Progressive Corporation	PGR	743315103	04/24/09	3,102,100	3. Approve an Amendment to Our Code of Regulations to Revise the Existing Procedures Relating to Shareholder Nominations of Directors	Non-Routine	Management	04/14/09	FOR	WITH
Progressive Corporation	PGR	743315103	04/24/09	3,102,100	4. Ratify the Appointment of PricewaterhouseCoopers, LLP as Auditor	Routine	Management	04/14/09	FOR	WITH
Royal Dutch Shell PLC ADR	RDSA	780259206	05/19/09	507,200	1. Adoption of Annual Report & Accounts	Non-Routine	Management	05/04/09	FOR	WITH
Royal Dutch Shell PLC ADR	RDSA	780259206	05/19/09	507,200	10. Re-Appointment of PricewaterhouseCoopers LLP as Independent Auditor	Routine	Management	05/04/09	FOR	WITH
Royal Dutch Shell PLC ADR	RDSA	780259206	05/19/09	507,200	11. Remuneration of Auditors	Non-Routine	Management	05/04/09	FOR	WITH
Royal Dutch Shell PLC ADR	RDSA	780259206	05/19/09	507,200	12. Authority to Allot Shares	Non-Routine	Management	05/04/09	FOR	WITH
Royal Dutch Shell PLC ADR	RDSA	780259206	05/19/09	507,200	13. Disapplication of Pre-Emption Rights	Non-Routine	Management	05/04/09	FOR	WITH
Royal Dutch Shell PLC ADR	RDSA	780259206	05/19/09	507,200	14. Authority to Purchase Own Shares	Non-Routine	Management	05/04/09	FOR	WITH
Royal Dutch Shell PLC ADR	RDSA	780259206	05/19/09	507,200	15. Authority for Certain Donations and Expenditure	Non-Routine	Management	05/04/09	FOR	WITH
Royal Dutch Shell PLC ADR	RDSA	780259206	05/19/09	507,200	2. Approval of Remuneration Report	Non-Routine	Management	05/04/09	FOR	WITH
Royal Dutch Shell PLC ADR	RDSA	780259206	05/19/09	507,200	3. Appointment of Simon Henry as a Director	Routine	Management	05/04/09	FOR	WITH
Royal Dutch Shell PLC ADR	RDSA	780259206	05/19/09	507,200	4. Re-Appointment of Lord Kerr of Kinlochard as a Director	Routine	Management	05/04/09	FOR	WITH
Royal Dutch Shell PLC ADR	RDSA	780259206	05/19/09	507,200	5. Re-Appointment of Wim Kok as a Director	Routine	Management	05/04/09	FOR	WITH
Royal Dutch Shell PLC ADR	RDSA	780259206	05/19/09	507,200	6. Re-Appointment of Nick Land as a Director	Routine	Management	05/04/09	FOR	WITH
Royal Dutch Shell PLC ADR	RDSA	780259206	05/19/09	507,200	7. Re-Appointment of Jorma Ollila as a Director	Routine	Management	05/04/09	FOR	WITH
Royal Dutch Shell PLC ADR	RDSA	780259206	05/19/09	507,200	8. Re-Appointment of Jeroen Van Der Veer as a Director	Routine	Management	05/04/09	FOR	WITH
Royal Dutch Shell PLC ADR	RDSA	780259206	05/19/09	507,200	9. Re-Appointment of Hans Wijers as a Director	Routine	Management	05/04/09	FOR	WITH
Schlumberger Limited	SLB	806857108	04/08/09	448,800	1. Election of 11 Directors	Routine	Management	03/27/09	FOR	WITH
Schlumberger Limited	SLB	806857108	04/08/09	448,800	2. Report on the Course of Business During the Year Ended December 31, 2009	Non-Routine	Management	03/27/09	FOR	WITH
Schlumberger Limited	SLB	806857108	04/08/09	448,800	3. Proposal Regarding a Stockholder Advisory Vote on Compensation of the Company’s Named Executive Officers	Non-Routine	Shareholder	03/27/09	AGAINST	WITH
Schlumberger Limited	SLB	806857108	04/08/09	448,800	4. Approve the Appointment of PricewaterhouseCoopers, LLP as Auditor	Routine	Management	03/27/09	FOR	WITH
Southwest Airlines Company	LUV	844741108	05/20/09	4,878,100	1.1 Elect David W. Biegler as Director	Routine	Management	05/08/09	WITHHELD	AGAINST
Southwest Airlines Company	LUV	844741108	05/20/09	4,878,100	1.2 Elect C. Webb Crockett as Director	Routine	Management	05/08/09	WITHHELD	AGAINST
Southwest Airlines Company	LUV	844741108	05/20/09	4,878,100	1.3 Elect William H. Cunningham as Director	Routine	Management	05/08/09	WITHHELD	AGAINST
Southwest Airlines Company	LUV	844741108	05/20/09	4,878,100	1.4 Elect John G. Denison as Director	Routine	Management	05/08/09	FOR	WITH
Southwest Airlines Company	LUV	844741108	05/20/09	4,878,100	1.5 Elect Travis C. Johnson as Director	Routine	Management	05/08/09	WITHHELD	AGAINST
Southwest Airlines Company	LUV	844741108	05/20/09	4,878,100	1.6 Elect Gary C. Kelly as Director	Routine	Management	05/08/09	WITHHELD	AGAINST
Southwest Airlines Company	LUV	844741108	05/20/09	4,878,100	1.7 Elect Nancy B. Loeffler as Director	Routine	Management	05/08/09	WITHHELD	AGAINST
Southwest Airlines Company	LUV	844741108	05/20/09	4,878,100	1.8 Elect John T. Montford as Director	Routine	Management	05/08/09	WITHHELD	AGAINST
Southwest Airlines Company	LUV	844741108	05/20/09	4,878,100	1.9 Elect Daniel D. Villanueva as Director	Routine	Management	05/08/09	WITHHELD	AGAINST
Southwest Airlines Company	LUV	844741108	05/20/09	4,878,100	2. Approval of the Company’s Amended and Restated 1991 Employee Stock Purchase Plan	Non-Routine	Management	05/08/09	FOR	WITH
Southwest Airlines Company	LUV	844741108	05/20/09	4,878,100	3. Ratify Appointment of Ernst & Young as Independent Registered Public Accounting Firm	Routine	Management	05/08/09	FOR	WITH

Page 3 of 5

Sound Shore Fund Proxy Voting from July 1, 2008 through June 30, 2009

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	05/20/09	4,878,100	4. Reincorporation in a Shareholder-Friendly State	Non-Routine	Shareholder	05/08/09	AGAINST	WITH
Southwest Airlines Company	LUV	844741108	05/20/09	4,878,100	5. Adoption of Principles for Health Care Reform	Non-Routine	Shareholder	05/08/09	AGAINST	WITH
Spectra Energy Corporation	SE	847560109	05/07/09	3,530,800	1. Approval of an Amendment to Company’s Certificate of Incorporation to Eliminate the Classified Structure of the Board of Directors	Non-Routine	Management	04/30/09	FOR	WITH
Spectra Energy Corporation	SE	847560109	05/07/09	3,530,800	2. Election of Three Class III Directors	Routine	Management	04/30/09	FOR	WITH
Spectra Energy Corporation	SE	847560109	05/07/09	3,530,800	3. Ratification of Deloitte & Touche LLP as Independent Public Accountant	Routine	Management	04/30/09	FOR	WITH
Sun Microsystems Inc.	JAVA	866810203	11/05/08	8,313,400	1. Election of Directors	Routine	Management	10/31/08	FOR	WITH
Sun Microsystems Inc.	JAVA	866810203	11/05/08	8,313,400	2. Ratify Appointment of Ernst & Young as Independent Registered Public Accounting Firm	Routine	Management	10/31/08	FOR	WITH
Sun Microsystems Inc.	JAVA	866810203	11/05/08	8,313,400	3. Approval of Amendments to Sun’s Amended and Restated Certificate of Incorporation and Bylaws to Eliminate Supermajority Voting	Non-Routine	Management	10/31/08	FOR	WITH
Sun Microsystems Inc.	JAVA	866810203	11/05/08	8,313,400	4. Approval of Amendments to Sun’s 1990 Employee Stock Purchase Plan to Increase the Number of Authorized Shares Issuable Thereunder, Extend the Term and Make Certain Other Administrative Changes	Non-Routine	Management	10/31/08	FOR	WITH
Sun Microsystems Inc.	JAVA	866810203	11/05/08	8,313,400	5. Proposal Regarding Advisory Vote on Compensation	Non-Routine	Shareholder	10/31/08	AGAINST	WITH
Sun Microsystems Inc.	JAVA	866810203	11/05/08	8,313,400	6. Proposal Regarding Bylaw Amendment Related to Stockholder Rights Plans	Non-Routine	Shareholder	10/31/08	AGAINST	WITH
Sun Microsystems Inc.	JAVA	866810203	11/05/08	8,313,400	7. Proposal Regarding Bylaw Amendment to Establish a Board Committee on Human Rights	Non-Routine	Shareholder	10/31/08	AGAINST	WITH
Symantec Corporation	SYMC	871503108	09/22/08	3,391,700	1. Election of Directors	Routine	Management	09/17/08	FOR	WITH
Symantec Corporation	SYMC	871503108	09/22/08	3,391,700	2. Amendment and Restatement of 2004 Equity Incentive Plan	Non-Routine	Management	09/17/08	FOR	WITH
Symantec Corporation	SYMC	871503108	09/22/08	3,391,700	3. Adoption of 2008 Employee Stock Purchase Plan	Non-Routine	Management	09/17/08	FOR	WITH
Symantec Corporation	SYMC	871503108	09/22/08	3,391,700	4. Approval of the Material Terms of the Amended and Restated Symantec Senior Executive Incentive Plan	Non-Routine	Management	09/17/08	FOR	WITH
Symantec Corporation	SYMC	871503108	09/22/08	3,391,700	5. Ratify Appointment of KPMG as Independent Auditor	Routine	Management	09/17/08	FOR	WITH
Texas Instruments Inc.	TXN	882508104	04/16/09	2,827,200	1. Election of Directors	Routine	Management	03/27/09	FOR	WITH
Texas Instruments Inc.	TXN	882508104	04/16/09	2,827,200	2. Ratify Appointment of Ernst & Young as Independent Registered Public Accounting Firm	Routine	Management	03/27/09	FOR	WITH
Texas Instruments Inc.	TXN	882508104	04/16/09	2,827,200	3. Proposal to Approve a 2009 Long-Term Compensation Plan	Non-Routine	Management	03/27/09	FOR	WITH
Texas Instruments Inc.	TXN	882508104	04/16/09	2,827,200	4. Proposal to Approve a 2009 Director Compensation Plan	Non-Routine	Management	03/27/09	FOR	WITH
Texas Instruments Inc.	TXN	882508104	04/16/09	2,827,200	5. Proposal Regarding Separation of Roles of Chairman and CEO	Non-Routine	Shareholder	03/27/09	AGAINST	WITH
Time Warner Cable Inc	TWC	88732J207	06/03/09	576,059	1A-1L Election of Directors	Routine	Management	05/22/09	FOR	WITH
Time Warner Cable Inc	TWC	88732J207	06/03/09	576,059	2. Ratify Appointment of Ernst & Young as Independent Registered Public Accounting Firm	Routine	Management	05/22/09	FOR	WITH
Time Warner Inc	TWX	887317105	01/16/09	4,893,100	1. Proposal to Authorize the Board of Directors to Effect, in its Discretion, Prior to December 31, 2009, a Reverse Stock Split	Non-Routine	Management	01/02/09	FOR	WITH
Time Warner Inc.	TWX	887317303	05/28/09	2,385,666	1A-1K Election of Directors	Routine	Management	05/21/09	FOR	WITH
Time Warner Inc.	TWX	887317303	05/28/09	2,385,666	2. Ratify Appointment of Ernst & Young as Independent Registered Public Accounting Firm	Routine	Management	05/21/09	FOR	WITH
Time Warner Inc.	TWX	887317303	05/28/09	2,385,666	3. Proposal to Approve the Company’s Annual Incentive Plan for Executive Officers	Non-Routine	Management	05/21/09	FOR	WITH
Time Warner Inc.	TWX	887317303	05/28/09	2,385,666	4. Proposal Regarding Cumulative Voting	Non-Routine	Shareholder	05/21/09	AGAINST	WITH
Time Warner Inc.	TWX	887317303	05/28/09	2,385,666	5. Proposal Regarding Special Stockholder Meetings	Non-Routine	Shareholder	05/21/09	FOR	AGAINST
Time Warner Inc.	TWX	887317303	05/28/09	2,385,666	6. Proposal Regarding Advisory Resolution to Ratify Compensation of Named Executive Officers	Non-Routine	Shareholder	05/21/09	AGAINST	WITH
Unilever N.V.	UN	904784709	10/29/08	2,407,800	1. To Appoint Mr. P. Polman as an Executive Director	Special	Management	10/16/08	FOR	WITH
Unilever N.V.	UN	904784709	05/14/09	2,061,300	1. To Receive the Report and Accounts for the Year Ended 12/31/08	Non-Routine	Management	04/30/09	FOR	WITH
Unilever N.V.	UN	904784709	05/14/09	2,061,300	10. To Re-Elect Mr. N. Murthy as a Director	Routine	Management	04/30/09	FOR	WITH
Unilever N.V.	UN	904784709	05/14/09	2,061,300	11. To Re-Elect Ms. H. Nyasulu as a Director	Routine	Management	04/30/09	FOR	WITH
Unilever N.V.	UN	904784709	05/14/09	2,061,300	12. To Re-Elect Mr. K.J. Storm as a Director	Routine	Management	04/30/09	FOR	WITH
Unilever N.V.	UN	904784709	05/14/09	2,061,300	13. To Re-Elect Mr. M. Treschow as a Director	Routine	Management	04/30/09	FOR	WITH
Unilever N.V.	UN	904784709	05/14/09	2,061,300	14. To Re-Elect Mr. J. van der Veer as a Director	Routine	Management	04/30/09	FOR	WITH
Unilever N.V.	UN	904784709	05/14/09	2,061,300	15. To Elect Professer L.O. Fresco as a Director	Routine	Management	04/30/09	FOR	WITH
Unilever N.V.	UN	904784709	05/14/09	2,061,300	16. To Elect Ms. A.M. Fudge as a Director	Routine	Management	04/30/09	FOR	WITH
Unilever N.V.	UN	904784709	05/14/09	2,061,300	17. To Elect Mr. P. Walsh as a Director	Routine	Management	04/30/09	FOR	WITH
Unilever N.V.	UN	904784709	05/14/09	2,061,300	18. To Re-Appoint PricewaterhouseCoopers LLP as Auditors	Routine	Management	04/30/09	FOR	WITH
Unilever N.V.	UN	904784709	05/14/09	2,061,300	19. To Authorise the Directors to Fix the Remuneration of the Auditors	Non-Routine	Management	04/30/09	FOR	WITH
Unilever N.V.	UN	904784709	05/14/09	2,061,300	2. To Approve the Directors’ Remuneration Report for the Year Ended 12/31/08	Non-Routine	Management	04/30/09	FOR	WITH
Unilever N.V.	UN	904784709	05/14/09	2,061,300	20. To Renew the Authority to the Directors to Issue Shares	Non-Routine	Management	04/30/09	FOR	WITH
Unilever N.V.	UN	904784709	05/14/09	2,061,300	21. To Renew the Authority to the Directors to Disapply Pre-Emption Rights	Non-Routine	Management	04/30/09	FOR	WITH
Unilever N.V.	UN	904784709	05/14/09	2,061,300	22. To Renew the Authority to the Company to Purchase Its Own Shares	Non-Routine	Management	04/30/09	FOR	WITH
Unilever N.V.	UN	904784709	05/14/09	2,061,300	23. To Authorise Political Donations and Expenditure	Non-Routine	Management	04/30/09	FOR	WITH
Unilever N.V.	UN	904784709	05/14/09	2,061,300	24. To Shorten the Notice Period for General Meetings	Non-Routine	Management	04/30/09	FOR	WITH
Unilever N.V.	UN	904784709	05/14/09	2,061,300	25. To Amend the Equalisation Agreement	Non-Routine	Management	04/30/09	FOR	WITH
Unilever N.V.	UN	904784709	05/14/09	2,061,300	3. To Declare a Dividend pf 40.19p on the Ordinary Shares	Non-Routine	Management	04/30/09	FOR	WITH
Unilever N.V.	UN	904784709	05/14/09	2,061,300	4. To Re-Elect Mr. J. A. Lawrence as a Director	Routine	Management	04/30/09	FOR	WITH
Unilever N.V.	UN	904784709	05/14/09	2,061,300	5. To Re-Elect Mr. P.G.M. Polman as a Director	Routine	Management	04/30/09	FOR	WITH
Unilever N.V.	UN	904784709	05/14/09	2,061,300	6. To Re-Elect The Rt Hon The Lord Brittan of Spennighorne QC, DL as a Director	Routine	Management	04/30/09	FOR	WITH
Unilever N.V.	UN	904784709	05/14/09	2,061,300	7. To Re-Elect Professor W. Dik as a Director	Routine	Management	04/30/09	FOR	WITH
Unilever N.V.	UN	904784709	05/14/09	2,061,300	8. To Re-Elect Mr. C.E. Golden as a Director	Routine	Management	04/30/09	FOR	WITH
Unilever N.V.	UN	904784709	05/14/09	2,061,300	9. To Re-Elect Dr. B. Grote as a Director	Routine	Management	04/30/09	FOR	WITH
Visa Inc.	V	92826C839	04/21/09	345,800	1. Election of Six Class I Directors	Routine	Management	03/27/09	FOR	WITH
Visa Inc.	V	92826C839	04/21/09	345,800	2. Election of Six Class II Directors	Routine	Management	03/27/09	FOR	WITH
Visa Inc.	V	92826C839	04/21/09	345,800	3. Ratify Appointment of KPMG LLP as Independent Registered Public Accounting Firm	Routine	Management	03/27/09	FOR	WITH

Page 4 of 5

Sound Shore Fund Proxy Voting from July 1, 2008 through June 30, 2009

Security	Ticker	CUSIP	Meeting Date	# of Shares	Proposal Description	Type of Proposal	Proposed by	Date Voted	How Voted	Voted with / against Management
Wal-Mart Stores Inc.	WMT	931142103	06/05/09	748,200	1A-1O Election of Directors	Routine	Management	05/26/09	FOR	WITH
Wal-Mart Stores Inc.	WMT	931142103	06/05/09	748,200	2. Ratify Ernst & Young LLP as Independent Accountants	Routine	Management	05/26/09	FOR	WITH
Wal-Mart Stores Inc.	WMT	931142103	06/05/09	748,200	3. Gender Identity Non-Discrimination Policy	Non-Routine	Shareholder	05/26/09	AGAINST	WITH
Wal-Mart Stores Inc.	WMT	931142103	06/05/09	748,200	4. Pay for Superior Performance	Non-Routine	Shareholder	05/26/09	AGAINST	WITH
Wal-Mart Stores Inc.	WMT	931142103	06/05/09	748,200	5. Advisory Vote on Executive Compensation	Non-Routine	Shareholder	05/26/09	AGAINST	WITH
Wal-Mart Stores Inc.	WMT	931142103	06/05/09	748,200	6. Political Contributions	Non-Routine	Shareholder	05/26/09	AGAINST	WITH
Wal-Mart Stores Inc.	WMT	931142103	06/05/09	748,200	7. Special Shareowner Meetings	Non-Routine	Shareholder	05/26/09	FOR	AGAINST
Wal-Mart Stores Inc.	WMT	931142103	06/05/09	748,200	8. Incentive Compensation to be Stock Options	Non-Routine	Shareholder	05/26/09	AGAINST	WITH
Washington Post Company	WPO	939640108	05/14/09	108,800	1. Election of Directors	Routine	Management	04/20/09	FOR	WITH
Washington Post Company	WPO	939640108	05/14/09	108,800	2. To Approve Certain Amendments to the Company’s Incentive Compensation Plan	Non-Routine	Management	04/20/09	FOR	WITH

Page 5 of 5

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: August 11, 2009