<PAGE>
As filed with the Securities and Exchange Commission on December 27, 1996
Securities Act File No. 2-96141
Investment Company Act File No. 811-4244
________________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Post-Effective Amendment No. 17
and
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
Amendment No. 14
________________________________________________________________________________
SOUND SHORE FUND, INC.
(Exact Name of Registrant as Specified in its Charter)
Two Portland Square, Portland, Maine 04101
(Address of Principal Executive Office)
Registrant's Telephone Number, including Area Code: 203-629-1980
__________________________________________________
Max Berueffy
c/o Forum Financial Services, Inc.
Two Portland Square, Portland, Maine 04101
(Name and Address of Agent for Service)
________________________________________________________________________________
It is proposed that this filing will become effective:
__X__ immediately upon filing pursuant to Rule 485, paragraph (b)
_____ on [ ] pursuant to Rule 485, paragraph (b)
_____ 60 days after filing pursuant to Rule 485, paragraph (a)(i)
_____ on [ ] pursuant to Rule 485, paragraph (a)(i)
_____ 75 days after filing pursuant to Rule 485, paragraph (a)(ii)
_____ on [ ] pursuant to Rule 485, paragraph (a)(ii)
_____ this post-effective amendment designates a new effective date for a
previously filed post-effective amendment
THE REGISTRANT HAS REGISTERED AN INDEFINITE NUMBER OF SHARES OF COMMON STOCK
UNDER THE SECURITIES ACT OF 1933 PURSUANT TO SECTION 24(F) OF THE INVESTMENT
COMPANY ACT OF 1940. THE REGISTRANT FILED A RULE 24F-2 NOTICE FOR ITS MOST
RECENT FISCAL YEAR ON FEBRUARY 28, 1996.
<PAGE>
Calculation of Registration Fee
SOUND SHORE FUND, INC.
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------
Title of Amount of Proposed Proposed Amount
Securities Securities Maximum Maximum of
Being Being Offering Price Offering Registration
Series of Registrant Registered Registered per Share (1) Price (2) Fee
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Shares of
Sound Shore Fund, Inc. Common Stock 158,223(3) $23.89 $3,779,947 $0
- ---------------------------------------------------------------------------------------------------------
</TABLE>
(1) Computed under Rule 457(d) of the Securities Act of 1933, as amended,
on the basis of the offering price per share at the close of business on
December 12, 1996.
(2) Registrant elects to calculate the maximum aggregate offering price
pursuant to Rule 24e-2 under the Investment Company Act of 1940, as amended.
(3) The Registrant redeemed 802,786 shares during its previous fiscal year
ended December 31, 1995. 644,563 of these redeemed shares were used for
reduction pursuant to Rule 24e-2(a) or Rule 24f-2(c) during the fiscal year
ended December 31, 1995. 158,223 of these redeemed shares not used for
reduction pursuant to Rule 24e-2(a) or Rule 24f-2(c) during the fiscal year
ended December 31, 1996, are being registered herewith.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant certifies that it meets all of
the requirements for effectiveness of this Registration Statement pursuant to
Rule 485(b) under the Securities Act of 1933 and has duly caused this amendment
to its Registration Statement to be signed on its behalf by the undersigned,
thereto duly authorized, in the City of Portland, and State of Maine on the 26th
day of December, 1996.
SOUND SHORE FUND, INC.
By: /s/ Harry Burn, III
---------------------------
Harry Burn, III
Chairman
Pursuant to the requirements of the Securities Act of 1933, this amendment
to the Registration Statement has been signed below by the following persons on
the 26th of December, 1996.
Signature Title
--------- -----
(a) Principal Executive Officer
/s/ Harry Burn, III Chairman
---------------------------
Harry Burn, III
(b) Principal Financial and
Accounting Officer
/s/ Michael J. McKeen Assistant Treasurer
---------------------------
Michael J. McKeen
(c) Majority of the Directors
/s/ T. Gibbs Kane, Jr. Director
---------------------------
T. Gibbs Kane, Jr.
/s/ Harry Burn, III Director
---------------------------
Harry Burn, III
DR. D. KENNETH BAKER Director
DR. MARK P. FIGGIE Director
CHARLES J. HEDLUND Director
JOHN L. LESHER Director
JOHN J. MCCLOY II Director
WALTER R. NELSON Director
By: /s/ T. Gibbs Kane, Jr.
------------------------------------
T. Gibbs Kane, Jr., Attorney-in-Fact
<PAGE>
INDEX TO EXHIBITS
Exhibit Description
- ------- -----------
Opinion of Dechert Price & Rhoads
Power of Attorney of D. Kenneth Baker
Power of Attorney of Mark P. Figgie
Power of Attorney of Charles J. Hedlund
Power of Attorney of John L. Lesher
Power of Attorney of John J. McCloy, II
Power of Attorney of Walter R. Nelson
<PAGE>
LAW OFFICES OF
DECHERT PRICE & RHOADS
477 MADISON AVENUE
NEW YORK, NY 10022-5891
TELEPHONE: (212) 326-3500
TELEX: 645612 - BARDEP NY
FAX: (212) 308-2041
December 24, 1996
Sound Shore Fund, Inc.
Two Portland Square
Portland, ME 04101
Dear Sirs:
We have acted as counsel for Sound Shore Fund, Inc., a Maryland corporation
(the "Company"), in connection with the registration of an additional 158,223
shares of common stock (par value $.001 per share) of the Company pursuant to
Rule 24e-2 under the Securities Act of 1933, as amended (the "Act").
As counsel for the Company, we have participated in the preparation of the
Post-Effective Amendment No. 17 to the Company's Registration Statement on Form
N-1A under the Act (File No. 2-96141) relating to such additional shares and
have examined and relied upon such corporate records of the Company and other
documents and certificates as to factual matters as we have deemed to be
necessary to render the opinion expressed herein.
Based on such examination, we are of the opinion that the 158,223
additional shares of common stock of the Company being Registered by Post-
Effective Amendment No. 17 to the Company's Registration Statement are duly
authorized and issued shares, and when such shares have been duly sold, issued
and paid for as contemplated in the Company's Prospectus forming a part of its
Registration Statement under the Act, such shares will have been validly and
legally issued (assuming that none of such shares is sold at a time when such
sale would cause the Company to have outstanding more than the number of shares
of common stock authorized to be issued by the Company's Articles of
Incorporation) and will be fully paid and non-assessable shares of common stock
of the Company under the laws of the State of Maryland (assuming that the sale
price of each share is not less than the par value thereof).
Our opinion above stated is expressed as members of the bar of the State of
New York.
<PAGE>
Sound Shore Fund, Inc.
December 24, 1996
Page 2
We hereby consent to the filing of this opinion with the Securities and
Exchange Commission as an exhibit to said Post-Effective Amendment No. 17 to the
Company's Registration Statement. In giving such consent, we do not thereby
admit that we are within the category of persons whose consent is required by
Section 7 of the Act and the rules and regulations thereunder.
Very truly yours,
/s/ Dechert Price & Rhoads
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that D. Kenneth Baker constitutes and
appoints T. Gibbs Kane, Jr., Harry Burn, III and William Goodwin and each of
them, as true and lawful attorneys-in-fact and agents with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities to sign the Registration Statement on Form N1-A and any
or all amendments thereto of Sound Shore Fund, Inc., and to file the same with
the Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or their or his substitute
or substitutes, may lawfully do or cause to be done by virtue hereof.
/s/ D. Kenneth Baker
-------------------------
D. Kenneth Baker
Dated: May 3, 1994
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that Mark P. Figgie constitutes and
appoints T. Gibbs Kane, Jr., Harry Burn, III and William Goodwin and each of
them, as true and lawful attorneys-in-fact and agents with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities to sign the Registration Statement on Form N1-A and any
or all amendments thereto of Sound Shore Fund, Inc., and to file the same with
the Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or their or his substitute
or substitutes, may lawfully do or cause to be done by virtue hereof.
/s/ Mark P. Figgie
-------------------------
Mark P. Figgie
Dated: May 3, 1994
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that Charles J. HEDLUND constitutes and
appoints T. Gibbs Kane, Jr., Harry Burn, III and William Goodwin and each of
them, as true and lawful attorneys-in-fact and agents with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities to sign the Registration Statement on Form N1-A and any
or all amendments thereto of Sound Shore Fund, Inc., and to file the same with
the Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or their or his substitute
or substitutes, may lawfully do or cause to be done by virtue hereof.
/s/ Charles J. Hedlund
-------------------------
Charles J. Hedlund
Dated: May 3, 1994
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that John L. Lesher constitutes and
appoints T. Gibbs Kane, Jr., Harry Burn, III and William Goodwin and each of
them, as true and lawful attorneys-in-fact and agents with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities to sign the Registration Statement on Form N1-A and any
or all amendments thereto of Sound Shore Fund, Inc., and to file the same with
the Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or their or his substitute
or substitutes, may lawfully do or cause to be done by virtue hereof.
/s/ John J. Lesher
-------------------------
John J. Lesher
Dated: May 3, 1994
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that John J. McCloy, II constitutes and
appoints T. Gibbs Kane, Jr., Harry Burn, III and William Goodwin and each of
them, as true and lawful attorneys-in-fact and agents with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities to sign the Registration Statement on Form N1-A and any
or all amendments thereto of Sound Shore Fund, Inc., and to file the same with
the Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or their or his substitute
or substitutes, may lawfully do or cause to be done by virtue hereof.
/s/ John J. McCloy, II
-------------------------
John J. McCloy, II
Dated: May 3, 1994
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that Walter R. Nelson constitutes and
appoints T. Gibbs Kane, Jr., Harry Burn, III and William Goodwin and each of
them, as true and lawful attorneys-in-fact and agents with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities to sign the Registration Statement on Form N1-A and any
or all amendments thereto of Sound Shore Fund, Inc., and to file the same with
the Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or their or his substitute
or substitutes, may lawfully do or cause to be done by virtue hereof.
/s/ Walter R. Nelson
-------------------------
Walter R. Nelson
Dated: May 3, 1994
