Sound Shore Management Inc

Item 5 – Fees and Compensation

Sound Shore acts as investment manager for its clients, which include tax-exempt
corporate pension or profit sharing funds, foundations, and eleemosynary organizations.
Sound Shore also participates as a discretionary portfolio manager for a wrap fee program
and as a non-discretionary portfolio manager for four other wrap fee programs. Sound
Shore is also the manager of a private 3(c)(7) fund, advises a collective investment trust
and advises a no-load mutual fund with an Investor Class and an Institutional Class.

The specific manner in which fees are charged by Sound Shore is established in a client’s
written agreement with Sound Shore. Sound Shore will generally bill its fees on a quarterly
basis. Management fees may be prorated for significant capital contributions and
withdrawals made during the applicable period. Accounts initiated or terminated during a
calendar quarter will be charged a prorated fee. Upon termination of any account, any
prepaid, unearned fees will be promptly refunded, and any earned, unpaid fees will be due
and payable.

Our annual investment management fee for new institutional accounts is 0.60% of assets
under management for the first $50 million; 0.50% from $50 to $100 million; and 0.35%
over $100 million. Eleemosynary account fees are 0.60% of the first $25 million and 0.50%
on the balance over $25 million. These fees are payable quarterly and, generally, at the end
of each quarter.

Sound Shore receives an advisory fee from the Sound Shore Fund at an annual rate of
0.75% of the Fund's average daily net assets.

Sound Shore is entitled to receive from each member of the private 3(c)(7) fund a
management fee equal to an annual rate of 0.75% of that member's capital account balance.
The management fee is payable monthly in arrears.

For advisory services provided to the collective investment trust, Sound Shore receives a
portion of the trustee fee.

With respect to the wrap accounts, Sound Shore receives a portion of the wrap fee for our
services.

The foregoing fees may be negotiable in certain circumstances.

Sound Shore may receive a performance-based fee from certain clients as discussed in Item
6 below.

Clients of Sound Shore bear certain other fees, expenses and costs (in addition to Sound
Shore’s advisory fees) which are incidental or related to the maintenance of an account or
the buying, selling and holding of investments including, but not necessarily limited to: (1)
custodial charges; (2) brokerage fees, commissions and other related transaction costs and
expenses; (3) governmental charges, taxes and duties; (4) transfer fees, registration fees
and other expenses associated with buying, selling or holding investments; and (5) fees
associated with investments in other, unaffiliated pooled investment vehicles such as
mutual funds or exchange traded funds held in a client’s portfolio.

Such charges, fees and commissions are in addition to Sound Shore’s fee, and Sound Shore
does not receive any portion of these commissions, fees, and costs.

Item 12 further describes the factors that Sound Shore considers in selecting broker-
dealers for client transactions and determining the reasonableness of their compensation
(e.g., commissions).

Item 7 – Types of Clients

Sound Shore acts as investment manager for its clients, which include tax-exempt
corporate pension or profit sharing funds, foundations, and eleemosynary organizations.
Sound Shore also participates as a portfolio manager for wrap fee programs on both a
discretionary and nondiscretionary basis and is the manager of a private 3(c)(7) fund.
Sound Shore also provides advisory services to a collective investment trust. There are no
material differences in the way we provide advice to the discretionary wrap fee program
versus other accounts.

Sound Shore has a minimum investment size of $25 million for new institutional separate
accounts. The minimum investment for investors in the private 3(c)(7) funds is $1 million.
These amounts may be negotiable in certain circumstances.

Sound Shore also manages a no-load mutual fund, the Sound Shore Fund, for individual
investors and institutions. The minimum investments in the Investor Class and the
Institutional Class of Sound Shore Fund are $10,000 and $1 million, respectively, except
investors who invest in the Sound Shore Fund through a financial intermediary may be
subject to different minimums and the minimum for the Institutional Class may be waived

in certain instances. The firm’s profit-sharing plan is invested exclusively in the Sound
Shore Fund’s Institutional Class.