N-CSR 1 a20-5566_2ncsr.htm N-CSR

 

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

811-01731

 

SOURCE CAPITAL, INC.

(Exact name of registrant as specified in charter)

 

11601 WILSHIRE BLVD., STE. 1200

LOS ANGELES, CALIFORNIA

 

90025

(Address of principal executive offices)

 

(Zip code)

 

Copy to:

J. RICHARD ATWOOD, PRESIDENT

SOURCE CAPITAL, INC.

11601 WILSHIRE BLVD., STE. 1200

LOS ANGELES, CALIFORNIA 90025

MARK D. PERLOW, ESQ.

DECHERT LLP

ONE BUSH STREET, STE. 1600

SAN FRANCISCO, CA 94104

(Name and address of agent for service)

 

Registrant’s telephone number, including area code:

(310) 473-0225

 

 

Date of fiscal year end:

December 31

 

 

Date of reporting period:

December 31, 2019

 

 


 

Item 1:  Report to Shareholders.

 


SOURCE CAPITAL, INC.

2019

ANNUAL REPORT

for the year ended December 31

Beginning on January 1, 2021, as permitted by regulations adopted by the Securities and Exchange Commission, we intend to no longer mail paper copies of the Fund's shareholder reports, unless you specifically request paper copies of the reports from the Fund or from your financial intermediary, such as a broker-dealer or bank. Instead, the reports will be made available on the FPA Funds website (fpa.com/funds), and you will be notified by mail each time a report is posted and provided with a website link to access the report. If you already elected to receive shareholder reports electronically, you will not be affected by this change and you need not take any action. If you prefer to receive shareholder reports and other communications electronically, you may update your mailing preferences with your financial intermediary, or enroll in e-delivery at fpa.com (for accounts held directly with the Fund).

You may elect to continue to receive paper copies of all future reports free of charge. If you invest through a financial intermediary, you may contact your financial intermediary to request that you continue to receive paper copies of your shareholder reports. If you invest directly with the Fund, you may inform the Fund that you wish to continue receiving paper copies of your shareholder reports by contacting American Stock Transfer & Trust Company at (800) 279-1241. Your election to receive reports in paper will apply to all funds held with the FPA Funds or through your financial intermediary.



(This page has been left blank intentionally.)



SOURCE CAPITAL, INC.
LETTER TO SHAREHOLDERS

DEAR SHAREHOLDERS:

Performance

During the fourth quarter of 2019, the net asset value per share of Source Capital, Inc. (the "Fund," or the "Company") increased 5.91% for the quarter and 20.89% for the calendar year (both percentages including the reinvestment of the distributions paid during the period). These changes compare with returns of 9.07% for the quarter and 31.49% for the calendar year for the S&P 500 Index, 0.18% for the quarter and 8.72% for the calendar year for the Bloomberg Barclays U.S. Aggregate Bond Index, and 5.46% for the quarter and 22.18% for the calendar year for the 60/40 blended S&P 500/Bloomberg Barclays U.S. Aggregate Bond benchmark during the same period.

Contributors to and detractors from the Fund's trailing 12-month returns are listed in the following table.

Contributors and Detractors1

Contributors   Performance
Contribution
  Percent of
Portfolio
 

Detractors

  Performance
Contribution
  Percent of
Portfolio
 

Arconic

   

2.25

%

   

4.1

%

 

Baidu

   

-0.55

%

   

1.3

%

 

Charter Comm.

   

1.32

%

   

2.4

%

 

Mylan

   

-0.48

%

   

0.0

%

 

Citigroup

   

1.31

%

   

2.8

%

 

PHI (combined)

   

-0.18

%

   

0.4

%

 

AIG

   

1.23

%

   

4.0

%

 

Glencore

   

-0.13

%

   

1.2

%

 

Alphabet

   

1.21

%

   

5.1

%

 

McDermott (combined)

   

-0.10

%

   

1.3

%

 

   

7.32

%

   

18.4

%

 

   

-1.44

%

   

4.2

%

 

Equities

We continue to focus on companies that have at least a small breeze at their backs and avoid those businesses with wind in their faces. Over time, we generally expect the companies we own to sell an increasing number of units as well as have at least enough pricing power to offset cost inflation.

The Fund's investment in the cable industry via Charter Communications (up approximately 70%) along with Comcast (up approximately 34%) were two notable contributors in 2019.2 We made these investments in mid-2018, when many investors were concerned that subscribers would cut the cord in favor of streaming and when wireless 5G threatened to damage these companies' dominant broadband franchise. Our belief remains that while video will continue to shrink, video is less profitable on a cash basis than many believe it to be. Thus, we think broadband should remain vibrant, as it is likely to take many years and many billions of dollars before the potential impact of the competitive threats is known. The market has sidled over to our thinking on this, at least for the time being.

American International Group's (AIG) stock lost 32% in 2018, including dividends, negatively impacting the Fund's performance in that year. In 2019, however, it delivered a total return of 34%.2 The company's multi-year turnaround efforts are finally bearing fruit, and the market has begun to take notice. The Fund further benefited by increasing its stake to take advantage of price weakness in late 2018. If AIG's return on capital continues to improve, as we expect, the company should trade at a similar price-to-tangible book value multiple as its peers. Were that to be the case, we can see its stock trading at $70 to $80 in the next couple of years, a healthy premium to its closing price of $51.33 at the end of 2019. As value investors, AIG is emblematic of so many of our investments that underperform on their way to outperforming.

1  Reflects the top five contributors and detractors to the Fund's performance based on contribution to return for the trailing twelve months ("TTM"). Contribution is presented gross of investment management fees, transactions costs, and Fund operating expenses, which if included, would reduce the returns presented. The information provided does not reflect all positions purchased, sold or recommended by FPA during the quarter. A copy of the methodology used and a list of every holding's contribution to the overall Fund's performance during the TTM is available by contacting FPA Client Service at crm@fpa.com. It should not be assumed that recommendations made in the future will be profitable or will equal the performance of the securities listed.

2  Percentage change reflects total return including the reinvestment of dividends and interest. The total return of the security may not equate with the performance of the holding in the Fund.

  Past performance is no guarantee, nor is it indicative, of future results. Comparison to any index is for illustrative purposes only. The Fund does not include outperformance of any index or benchmark in its investment objectives. Please see end of Commentary for important disclosures and definitions.


1



SOURCE CAPITAL, INC.

The Fund's two largest detractors for 2019 were Baidu (BIDU) and Mylan (MYL). BIDU has lost market share in the Chinese online advertising market, with particular weakness seen in key verticals including healthcare and online gaming. Lower than expected revenue, combined with increased investments in ventures that are expected to produce profits only over the long term, has resulted in a demonstrable decline in profitability and led to a severe sell-off of the shares, resulting in what we believe to be is a very inexpensive valuation applied to its core search business.

MYL continues to face multiple headwinds including a challenging regulatory environment, pricing pressure on generic drugs in the U.S., and slower than expected regulatory approval of new products. We used the recent merger announcement between Mylan and the Upjohn division of Pfizer as an opportunity to trim into strength.

Fixed Income

In 2019 (and also in the past quarter), bonds of all sorts became more expensive. Chart 1 shows that yields on high-quality 2- to 4-year maturity bonds declined by 90 to 100 basis points (bps) during the year.3 Chart 2 shows that yields on high-yield bonds declined by over 275 basis points, ending the year at a not-so-high-yield of 5.2%! In the leveraged loan market, spreads compressed by nearly 80 basis points at one point before finishing the year approximately 30 basis points lower than where it started at the beginning of the year. What is an absolute value investor to do in a market like this? We wait and preserve capital for better investment opportunities.

3  FPA defines 'high quality bonds' as those rated single-A or higher.


2



SOURCE CAPITAL, INC.

Source: Bloomberg Barclays; Chart data covers the period 1/1/2019 through 12/31/2019.

Source: High Yield data Bloomberg Barclays, Loan data Credit Suisse; Chart data covers the period 1/1/2019 through 12/31/2019.

Despite expensive credit markets, we periodically find investments that satisfy our absolute return criteria, though these investments are few and far between. These days, those investments are often tied to industries or businesses that are experiencing some degree of stress, either secular and/or business-specific. One example is the Fund's investment in the first-in, last-out ("FILO") term loan of Sears, formerly one of the largest retailers in the United States. This loan is secured by the working capital (accounts receivable and inventory) of Sears. The success of this investment is not predicated on the survival of Sears. Rather, we think that the liquidation value of the working capital is sufficient to cover the balance of the FILO loan. This is not a new position, but we did increase the Fund's holdings during the fourth quarter. Another example is a new term loan we added during the fourth quarter to the Fund's existing investments in PHI, Inc., an energy and health care-related helicopter transportation services company. This new term loan is


3



SOURCE CAPITAL, INC.

secured by a first lien on the Company's assets, including its fleet of owned helicopters. Based on the liquidation value of the Company's assets, the loan has a loan-to-value of less than 30%.

We have recently been increasing the Fund's exposure to private credit, both individual loans and co-mingled vehicles, and continue to see opportunity. These higher-yielding investments fit nicely in Source's closed-end fund structure. We will have a more robust discussion of these opportunities in future commentaries.

Thank you for your continued trust and support.

Respectfully submitted,

 

Source Capital Portfolio Management Team

January 2020


4



SOURCE CAPITAL, INC.

Important Disclosures

This Commentary is for informational and discussion purposes only and does not constitute, and should not be construed as, an offer or solicitation for the purchase or sale with respect to any securities, products or services discussed, and neither does it provide investment advice. This Commentary does not constitute an investment management agreement or offering circular.

On December 1, 2015, a new portfolio management team assumed management of the Fund and the Fund transitioned to a balanced strategy. Performance prior to December 1, 2015 reflects the performance of the prior portfolio manager and investment strategy and is not indicative of performance for any subsequent periods.

Current performance information is updated monthly and is available by calling 1-800-982-4372 or by visiting www.fpa.com. Performance data quoted represents past performance, which is no guarantee of future results. Current performance may vary from the performance quoted. The returns shown for Source Capital are calculated at net asset value per share, including reinvestment of all distributions. Returns do not reflect the deduction of taxes that a shareholder would pay on Fund distributions, which would lower these figures. Since Source Capital is a closed-end investment company and its shares are bought and sold on the New York Stock Exchange, your performance may also vary based upon the market price of the common stock.

The Fund is managed according to its investment strategy which may differ significantly in terms of security holdings, industry weightings, and asset allocation from those of the indices noted. Overall Fund performance, characteristics and volatility may differ from the benchmark(s) shown.

There is no guarantee the Fund's investment objectives will be achieved. You should consider the Fund's investment objectives, risks, and charges and expenses carefully before you invest. You can obtain additional information by visiting the website at www.fpa.com, by email at crm@fpa.com, toll free by calling 1-800-279-1241 (option 1), or by contacting the Fund in writing

The views expressed herein and any forward-looking statements are as of the date of this publication and are those of the portfolio management team. Future events or results may vary significantly from those expressed and are subject to change at any time in response to changing circumstances and industry developments. This information and data has been prepared from sources believed reliable, but the accuracy and completeness of the information cannot be guaranteed and is not a complete summary or statement of all available data.

Portfolio composition will change due to ongoing management of the Fund. References to individual securities are for informational purposes only and should not be construed as recommendations by the Fund, FPA, or the portfolio managers. It should not be assumed that future investments will be profitable or will equal the performance of the security examples discussed. Please visit our website, https://fpa.com/funds/portfolio-characteristics/source-capital, for a complete list of portfolio holdings.

Investing in closed-end funds involves risk, including loss of principal. Closed-end fund shares may frequently trade at a discount or premium to their net asset value. Capital markets are volatile and can decline significantly in response to adverse issuer, political, regulatory, market, or economic developments. It is important to remember that there are risks inherent in any investment and there is no assurance that any investment or asset class will provide positive performance over time.

The Fund may purchase foreign securities, including American Depository Receipts (ADRs) and other depository receipts, which are subject to interest rate, currency exchange rate, economic and political risks; these risks may be heightened when investing in emerging markets. Non-U.S. investing presents additional risks, such as the potential for adverse political, currency, economic, social or regulatory developments in a country, including lack of liquidity, excessive taxation, and differing legal and accounting standards. Non-U.S. securities, including American Depository Receipts (ADRs) and other depository receipts, are also subject to interest rate and currency exchange rate risks.

The return of principal in a fund that invests in fixed income securities is not guaranteed. The Fund's investments in fixed income securities have the same issuer, interest rate, inflation and credit risks that are associated with underlying bonds owned by the Fund. Lower rated bonds, convertible securities and other types of debt obligations involve greater risks than higher rated bonds.

When interest rates go up, the value of fixed income securities, such as bonds, typically go down and investors may lose principal value. Credit risk is the risk of loss of principle due to the issuer's failure to repay a loan. Generally, the lower the quality rating of a security, the greater the risk that the issuer will fail to pay interest fully and return principal in a timely manner. If an issuer defaults, the security may lose some or all its value.

Mortgage securities and collateralized mortgage obligations (CMOs) are subject to prepayment risk and the risk of default on the underlying mortgages or other assets; such derivatives may increase volatility. Convertible securities are generally not investment grade and are subject to greater credit risk than higher-rated investments. High yield securities can be volatile and subject to much higher instances of default. The Fund may experience increased costs, losses and delays in liquidating underlying securities should the seller of a repurchase agreement declare bankruptcy or default.


5



SOURCE CAPITAL, INC.

The ratings agencies that provide ratings are Standard and Poor's, Moody's, and Fitch. Credit ratings range from AAA (highest) to D (lowest). Bonds rated BBB or above are considered investment grade. Credit ratings of BB and below are lower-rated securities (junk bonds). High-yielding, non-investment grade bonds (junk bonds) involve higher risks than investment grade bonds. Bonds with credit ratings of CCC or below have high default risk.

Value style investing presents the risk that the holdings or securities may never reach their full market value because the market fails to recognize what the portfolio management team considers the true business value or because the portfolio management team has misjudged those values. In addition, value style investing may fall out of favor and underperform growth or other styles of investing during given periods.

Index Definitions

Comparison to any index is for illustrative purposes only and should not be relied upon as a fully accurate measure of comparison. The Fund will be less diversified than the indices noted herein, and may hold non-index securities or securities that are not comparable to those contained in an index. Indices will hold positions that are not within the Fund's investment strategy. Indices are unmanaged and do not reflect any commissions or fees which would be incurred by an investor purchasing the underlying securities. An investor cannot invest directly in an index. The Fund does not include outperformance of any index or benchmark in its investment objectives.

S&P 500 Index includes a representative sample of 500 leading companies in leading industries of the U.S. economy. The index focuses on the large-cap segment of the market, with over 80% coverage of U.S. equities, but is also considered a proxy for the total market.

The Bloomberg Barclays U.S. Aggregate Bond Index provides a measure of the performance of the U.S. investment grade bonds market, which includes investment grade U.S. Government bonds, investment grade corporate bonds, mortgage pass-through securities and asset-backed securities that are publicly offered for sale in the United States. The securities in the Index must have at least 1-year remaining in maturity. In addition, the securities must be denominated in U.S. dollars and must be fixed rate, nonconvertible, and taxable.

60% S&P 500/40% Bloomberg Barclays U.S. Aggregate Bond Index is a hypothetical combination of unmanaged indices comprised of 60% S&P 500 Index and 40% Bloomberg Barclays U.S. Aggregate Bond Index, representing the Fund's neutral mix of 60% stocks and 40% bonds.

You can obtain additional information by visiting the website at www.fpa.com, by email at crm@fpa.com, toll free by calling 1-800-279-1241 (option 1), or by contacting the Fund in writing.


6



SOURCE CAPITAL, INC.

The discussion of Company investments represents the views of the Company's managers at the time of this report and are subject to change without notice. References to individual securities are for informational purposes only and should not be construed as recommendations to purchase or sell individual securities. While the Company's managers believe that the Company's holdings are value stocks, there can be no assurance that others will consider them as such. Further, investing in value stocks presents the risk that value stocks may fall out of favor with investors and underperform growth stocks during given periods.

The Russell 2500 Index is an unmanaged index comprised of the 2,500 smallest companies in the Russell 3000 Index. The Russell 3000 Index measures the performance of the 3,000 largest U.S. companies based on total market capitalization. The S&P 500 Index is an index of 500 companies with large market capitalization.

FORWARD LOOKING STATEMENT DISCLOSURE

As managers, one of our responsibilities is to communicate with shareholders in an open and direct manner. Insofar as some of our opinions and comments in our letters to shareholders are based on our current expectations, they are considered "forward-looking statements," which may or may not be accurate over the long term. While we believe we have a reasonable basis for our comments and have confidence in our opinions, actual results may differ materially from those we anticipate. You can identify forward-looking statements by words such as "believe," "expect," "may," "anticipate," and other similar expressions when discussing prospects for particular portfolio holdings and/or the markets, generally. We cannot, however, assure future results and disclaim any obligation to update or alter any forward-looking statements, whether as a result of new information, future events, or otherwise. Further, information provided in this report should not be construed as a recommendation to purchase or sell any particular security.


7



SOURCE CAPITAL, INC.
FEDERAL INCOME TAX INFORMATION

Calendar 2019

Cash Dividends and Distributions (unaudited):

Record Date  

Payable Date

  Amount
Paid
Per Share
  (1)
Ordinary
Income
Dividends
  (2)
Long-Term
Capital Gain
Distributions
 

03/01/2019

 

03/15/2019

 

$

0.25

   

$

0.0750

   

$

0.1750

   

05/31/2019

 

06/15/2019

   

0.25

     

0.0750

     

0.1750

   

08/30/2019

 

09/15/2019

   

0.25

     

0.0750

     

0.1750

   

11/29/2019

 

12/15/2019

   

0.25

     

0.0750

     

0.1750

   

TOTAL

     

$

1.00

   

$

0.3000

   

$

0.7000

   

The amounts in column (1) are to be included as dividend income on your tax return and 100% of these amounts are Qualified Dividend Income.

In accordance with the provisions of the Internal Revenue Code pursuant to Section 852(b)(3), the amounts in column (2) are long-term capital gain distributions.

A Form 1099 has been mailed to all shareholders of record on dividend record dates setting forth the specific amounts to be included in their 2019 tax returns. For corporate shareholders, 100% of the amount in column (1) qualifies for the 70% corporate dividends received deduction. Source Capital did not elect to retain any undistributed long-term capital gains for the year ended December 31, 2019. Therefore, Common shareholders will not receive a Form 2439 for 2019.

Notice to Dividend Reinvestment Plan Participants:

When additional shares are issued by Source Capital under the Automatic Reinvestment Plan at a discount from the market price, a participant in the Plan is treated for federal income tax purposes as having received a taxable distribution equal to the market value of the shares purchased. In effect, the discount from market price at which shares are purchased is added to the amount of the cash distribution to determine the total value of the taxable distribution. Such value also becomes the participant's tax basis for the shares purchased under the Plan.

For the year ended December 31, 2019 none of the distributions paid were reinvested at a discount from the market price.

State Tax Information:

1.89% of the amounts reported in column (1) were derived from U.S. Treasury Securities.


8



SOURCE CAPITAL, INC.
PORTFOLIO SUMMARY

December 31, 2019

Common Stocks

           

61.3

%

 

Internet Media

   

11.7

%

     

Aircraft & Parts

   

6.4

%

     

Diversified Banks

   

6.0

%

     

Semiconductor Devices

   

5.8

%

     

Cable & Satellite

   

4.9

%

     

P&C Insurance

   

4.0

%

     

Cement & Aggregates

   

3.9

%

     

Investment Companies

   

2.3

%

     

Electrical Components

   

2.2

%

     

Infrastructure Software

   

2.2

%

     

E-Commerce Discretionary

   

2.1

%

     

Banks

   

2.0

%

     

Midstream — Oil & Gas

   

1.7

%

     

Consumer Finance

   

1.2

%

     

Base Metals

   

1.2

%

     

Insurance Brokers

   

1.2

%

     

Medical Equipment

   

0.8

%

     

Application Software

   

0.7

%

     

Food & Drug Stores

   

0.5

%

     

Home Improvement

   

0.4

%

     

Energy

   

0.1

%

     

Limited Partnerships

           

0.7

%

 

Closed End Fund

           

0.8

%

 

Bonds & Debentures

           

33.2

%

 

Asset-Backed Securities

   

13.8

%

     

Residential Mortgage-Backed Securities

   

6.8

%

     

Corporate Bank Debt

   

5.5

%

     

Commercial Mortgage-Backed Securities

   

3.7

%

     

U.S. Treasuries

   

3.1

%

     

Corporate Bonds & Notes

   

0.3

%

     

Short-term Investments

           

5.7

%

 

Other Assets And Liabilities, Net

           

(1.7

)%

 

Net Assets

           

100.0

%

 


9



SOURCE CAPITAL, INC.
PORTFOLIO OF INVESTMENTS

December 31, 2019

COMMON STOCKS

 

Shares

 

Fair Value

 

INTERNET MEDIA — 11.7%

 

Alphabet, Inc. (Class A)(a)

   

7,289

   

$

9,762,814

   

Alphabet, Inc. (Class C)(a)

   

7,063

     

9,443,372

   

Baidu, Inc. (ADR) (China)(a)

   

40,056

     

5,063,078

   

Facebook, Inc. (Class A)(a)

   

47,075

     

9,662,144

   

Naspers, Ltd. (N Shares) (South Africa)

   

43,168

     

7,060,462

   

Prosus NV (Netherlands)(a)

   

42,772

     

3,191,933

   
   

$

44,183,803

   

AIRCRAFT & PARTS — 6.4%

 

Arconic, Inc.

   

503,605

   

$

15,495,926

   

United Technologies Corp.

   

58,270

     

8,726,515

   
   

$

24,222,441

   

DIVERSIFIED BANKS — 6.0%

 

Bank of America Corp.

   

211,853

   

$

7,461,463

   

Citigroup, Inc.

   

133,462

     

10,662,279

   

Royal Bank of Scotland Group plc (Britain)

   

1,373,398

     

4,371,544

   
   

$

22,495,286

   

SEMICONDUCTOR DEVICES — 5.8%

 

Analog Devices, Inc.

   

92,630

   

$

11,008,149

   

Broadcom, Inc.

   

34,092

     

10,773,754

   
   

$

21,781,903

   

CABLE & SATELLITE — 4.9%

 

Charter Communications, Inc. (Class A)(a)

   

18,516

   

$

8,981,741

   

Comcast Corp. (Class A)

   

212,510

     

9,556,575

   
   

$

18,538,316

   

P&C INSURANCE — 4.0%

 

American International Group, Inc.

   

291,310

   

$

14,952,942

   

CEMENT & AGGREGATES — 3.9%

 

HeidelbergCement AG (Germany)

   

76,736

   

$

5,591,417

   

LafargeHolcim Ltd. (Switzerland)(a)

   

165,556

     

9,186,151

   
   

$

14,777,568

   

INVESTMENT COMPANIES — 2.3%

 

Groupe Bruxelles Lambert SA (Belgium)

   

81,410

   

$

8,580,201

   

ELECTRICAL COMPONENTS — 2.2%

 

TE Connectivity, Ltd. (Switzerland)

   

85,597

   

$

8,203,617

   

INFRASTRUCTURE SOFTWARE — 2.2%

 

Microsoft Corp.

   

51,782

   

$

8,166,021

   

E-COMMERCE DISCRETIONARY — 2.1%

 

Alibaba Group Holding Ltd. (ADR) (China)(a)

   

9,710

   

$

2,059,491

   

JD.com, Inc. (ADR) (China)(a)

   

164,741

     

5,803,825

   
   

$

7,863,316

   

BANKS — 2.0%

 

Wells Fargo & Co.

   

143,500

   

$

7,720,300

   

MIDSTREAM — OIL & GAS — 1.7%

 

Kinder Morgan, Inc.

   

312,017

   

$

6,605,400

   

See accompanying Notes to Financial Statements.
10



SOURCE CAPITAL, INC.
PORTFOLIO OF INVESTMENTS
(Continued)

December 31, 2019

COMMON STOCKS (Continued)   Shares or
Principal
Amount
 

Fair Value

 

CONSUMER FINANCE — 1.2%

 

Ally Financial, Inc.

   

150,050

   

$

4,585,528

   

BASE METALS — 1.2%

 

Glencore plc (Switzerland)(a)

   

1,429,990

   

$

4,457,916

   

INSURANCE BROKERS — 1.2%

 

Aon plc (Britain)

   

21,143

   

$

4,403,876

   

MEDICAL EQUIPMENT — 0.8%

 

Olympus Corp. (Japan)

   

185,200

   

$

2,878,862

   

APPLICATION SOFTWARE — 0.7%

 

Nexon Co. Ltd. (Japan)(a)

   

188,800

   

$

2,519,534

   

FOOD & DRUG STORES — 0.5%

 

Jardine Strategic Holdings, Ltd. (Hong Kong)

   

60,810

   

$

1,863,827

   

HOME IMPROVEMENT — 0.4%

 

Mohawk Industries, Inc.(a)

   

12,539

   

$

1,710,069

   

ENERGY — 0.1%

 

PHI Group, Inc.(a)(b)(c)(f)

   

26,711

   

$

173,622

   

PHI Group, Inc., Restricted(a)(b)(c)(f)

   

57,741

     

375,316

   
   

$

548,938

   
TOTAL COMMON STOCKS — 61.3% (Cost $178,890,507)      

$

231,059,664

   

CLOSED END FUND — 0.8%

 

Altaba Escrow(b)(c)(f) (Cost $1,293,263)

   

142,220

   

$

2,871,422

   

LIMITED PARTNERSHIPS — 0.7%

 

Silverpeak Credit Opportunities LP(Credit)(b)(c)(f)(h) (Cost $2,445,508)

 

 

$

2,445,508

   

BONDS & DEBENTURES

 

COMMERCIAL MORTGAGE-BACKED SECURITIES — 3.7%

 

AGENCY — 0.5%

 

Federal Home Loan Mortgage Corp. K042 A1 — 2.267% 6/25/2024

 

$

254,399

   

$

255,052

   

Federal Home Loan Mortgage Corp. K024 A2 — 2.573% 9/25/2022

   

94,000

     

95,265

   

Government National Mortgage Association 2014-148 A — 2.650% 11/16/2043

   

181,812

     

182,149

   

Government National Mortgage Association 2010-161 B — 3.000% 7/16/2040

   

62,891

     

62,976

   

Government National Mortgage Association 2019 39 A — 3.100% 5/16/2059

   

1,150,095

     

1,165,754

   

Government National Mortgage Association 2011-9 C, VRN — 3.499% 9/16/2041(d)

   

87,713

     

88,355

   
   

$

1,849,551

   

AGENCY STRIPPED — 1.5%

 

Government National Mortgage Association 2014-171 IO — 0.637% 11/16/2055(d)

 

$

14,498,233

   

$

437,405

   

Government National Mortgage Association 2012-79 IO — 0.663% 3/16/2053(d)

   

5,986,078

     

162,249

   

Government National Mortgage Association 2012-58 IO — 0.693% 2/16/2053(d)

   

11,157,789

     

273,667

   

Government National Mortgage Association 2012-109 IO — 0.716% 10/16/2053(d)

   

11,162,489

     

278,582

   

Government National Mortgage Association 2015-19 IO — 0.739% 1/16/2057(d)

   

7,072,873

     

345,525

   

Government National Mortgage Association 2015-86 IO — 0.748% 5/16/2052(d)

   

2,712,766

     

123,408

   

Government National Mortgage Association 2014-153 IO — 0.757% 4/16/2056(d)

   

10,443,040

     

466,860

   

Government National Mortgage Association 2014-187 IO — 0.771% 5/16/2056(d)

   

4,674,236

     

212,102

   

Government National Mortgage Association 2012-114 IO — 0.786% 1/16/2053(d)

   

13,119,951

     

558,550

   

Government National Mortgage Association 2013-146 IO — 0.789% 11/16/2048(d)

   

14,558,687

     

450,324

   

See accompanying Notes to Financial Statements.
11



SOURCE CAPITAL, INC.
PORTFOLIO OF INVESTMENTS
(Continued)

December 31, 2019

BONDS & DEBENTURES (Continued)   Principal
Amount
 

Fair Value

 

Government National Mortgage Association 2013-74 IO — 0.803% 12/16/2053(d)

 

$

17,433,524

   

$

660,520

   

Government National Mortgage Association 2015-108 IO — 0.869% 10/16/2056(d)

   

6,927,752

     

349,195

   

Government National Mortgage Association 2015-114 IO — 0.899% 3/15/2057(d)

   

1,899,069

     

102,030

   

Government National Mortgage Association 2015-169 IO — 0.916% 7/16/2057(d)

   

2,091,758

     

120,633

   

Government National Mortgage Association 2016-125 IO — 0.986% 12/16/2057(d)

   

3,160,832

     

226,679

   

Government National Mortgage Association 2016-65 IO — 0.991% 1/16/2058(d)

   

5,813,784

     

416,432

   

Government National Mortgage Association 2016-106 IO — 1.020% 9/16/2058(d)

   

6,151,336

     

425,560

   
   

$

5,609,721

   

NON-AGENCY — 1.7%

 

Bear Stearns Commercial Mortgage Securities Trust 2005-PWR7 B — 5.214% 2/11/2041(d)

 

$

78,803

   

$

78,794

   

Citigroup Commercial Mortgage Trust 2013-GC11 A3 — 2.815% 4/10/2046

   

702,136

     

714,671

   

Citigroup Commercial Mortgage Trust 2012-GC8 A4 — 3.024% 9/10/2045

   

67,887

     

69,211

   

Citigroup Commercial Mortgage Trust 2017-C4 A2 — 3.109% 10/12/2050

   

408,000

     

417,849

   

COMM Mortgage Trust 2012-CR5 A3 — 2.540% 12/10/2045

   

805,000

     

810,702

   

COMM Mortgage Trust 2013-LC6 A4 — 2.941% 1/10/2046

   

173,000

     

176,541

   

COMM Mortgage Trust 2014-FL5 B, 1M LIBOR + 2.150% — 3.152% 10/15/2031(d)(e)

   

20,747

     

20,719

   

COMM Mortgage Trust 2014-FL5 C, 1M LIBOR + 2.150% — 3.152% 10/15/2031(d)(e)

   

226,000

     

225,146

   

DBUBS Mortgage Trust 2011-LC2A A4 — 4.537% 7/10/2044(e)

   

1,082,030

     

1,105,186

   

GS Mortgage Securities Corp. Trust 2012-ALOH A — 3.551% 4/10/2034(e)

   

287,000

     

293,403

   

JP Morgan Chase Commercial Mortgage Securities Trust C 2012-HSBC A — 3.093% 7/5/2032(e)

   

177,230

     

180,456

   

JPMBB Commercial Mortgage Securities Trust 2015-C30 ASB — 3.559% 7/15/2048

   

126,000

     

130,078

   
Latitude Management Real Estate Capita 2016-CRE2 A,
1M LIBOR + 1.700% — 3.480% 11/24/2031(d)(e)
   

56,177

     

56,185

   

UBS Commercial Mortgage Trust 2012-C1 A3 — 3.400% 5/10/2045

   

107,651

     

109,981

   

VNDO E Mortgage Trust 2012-6AVE B — 3.298% 11/15/2030(e)

   

1,164,000

     

1,185,619

   

Wells Fargo Commercial Mortgage Trust 2012-LC5 A3 — 2.918% 10/15/2045

   

570,919

     

580,395

   

WFRBS Commercial Mortgage Trust 2012-C9 A3 — 2.870% 11/15/2045

   

264,442

     

268,656

   

WFRBS Commercial Mortgage Trust 2013-C11 A5 — 3.071% 3/15/2045

   

72,000

     

73,654

   
   

$

6,497,246

   
TOTAL COMMERICAL MORTGAGE-BACKED SECURITIES (Cost $14,059,262)      

$

13,956,518

   

RESIDENTIAL MORTGAGE-BACKED SECURITIES — 6.8%

 

AGENCY COLLATERALIZED MORTGAGE OBLIGATION — 1.4%

 

Federal Home Loan Mortgage Corp. 4302 AE — 2.00% 11/15/2029

 

$

246,557

   

$

246,507

   

Federal Home Loan Mortgage Corp. 4162 P — 3.00% 2/15/2033

   

773,714

     

791,995

   

Federal Home Loan Mortgage Corp. 4664 TA — 3.00% 9/15/2037

   

124,082

     

125,966

   

Federal Home Loan Mortgage Corp. 4504 DN — 3.00% 10/15/2040

   

239,541

     

243,644

   

Federal Home Loan Mortgage Corp. 3862 MB — 3.50% 5/15/2026

   

353,906

     

365,003

   

Federal National Mortgage Association — 2.50% 6/15/2028

   

242,059

     

244,685

   

Federal National Mortgage Association 2011-61 B — 3.00% 7/25/2026

   

222,172

     

226,568

   

Federal National Mortgage Association 2017-30 G — 3.00% 7/25/2040

   

191,972

     

195,803

   

Federal National Mortgage Association 2013-93 PJ — 3.00% 7/25/2042

   

39,721

     

40,679

   

Federal National Mortgage Association 2017-16 JA — 3.00% 2/25/2043

   

502,903

     

511,992

   

Federal National Mortgage Association 2018-16 HA — 3.00% 7/25/2043

   

474,956

     

479,799

   

Federal National Mortgage Association 2011-98 VE — 3.50% 6/25/2026

   

329,000

     

332,410

   

Federal National Mortgage Association 2011-80 KB — 3.50% 8/25/2026

   

278,486

     

284,532

   

Federal National Mortgage Association 2017-45 KD — 3.50% 2/25/2044

   

328,365

     

332,542

   

Federal National Mortgage Association 2017-52 KC — 3.50% 4/25/2044

   

358,536

     

363,389

   

Federal National Mortgage Association 2017-59 DC — 3.50% 5/25/2044

   

550,511

     

557,982

   

Federal National Mortgage Association 2003-78 B — 5.00% 8/25/2023

   

124,764

     

129,500

   
   

$

5,472,996

   

See accompanying Notes to Financial Statements.
12



SOURCE CAPITAL, INC.
PORTFOLIO OF INVESTMENTS
(Continued)

December 31, 2019

BONDS & DEBENTURES (Continued)   Principal
Amount
 

Fair Value

 

AGENCY POOL FIXED RATE — 2.8%

 

Federal Home Loan Mortgage Corp. G16178 — 2.50% 11/1/2028

 

$

429,562

   

$

434,742

   

Federal Home Loan Mortgage Corp. J16678 — 3.00% 9/1/2026

   

94,635

     

97,085

   

Federal Home Loan Mortgage Corp. J17233 — 3.00% 11/1/2026

   

140,079

     

143,662

   

Federal Home Loan Mortgage Corp. J17544 — 3.00% 12/1/2026

   

128,115

     

131,431

   

Federal Home Loan Mortgage Corp. G16406 — 3.00% 1/1/2028

   

412,473

     

423,537

   

Federal Home Loan Mortgage Corp. G16620 — 3.00% 8/1/2028

   

168,803

     

173,542

   

Federal Home Loan Mortgage Corp. G16478 — 3.00% 5/1/2030

   

569,374

     

584,114

   

Federal Home Loan Mortgage Corp. G16473 — 3.50% 1/1/2028

   

661,400

     

687,145

   

Federal Home Loan Mortgage Corp. G16613 — 3.50% 8/1/2028

   

171,692

     

178,375

   

Federal Home Loan Mortgage Corp. V62149 — 3.50% 9/1/2028

   

112,894

     

117,289

   

Federal Home Loan Mortgage Corp. J26472 — 3.50% 11/1/2028

   

143,879

     

150,058

   

Federal Home Loan Mortgage Corp. G13122 — 5.00% 4/1/2023

   

113,902

     

118,048

   

Federal Home Loan Mortgage Corp. G13145 — 5.50% 4/1/2023

   

202,289

     

209,846

   

Federal National Mortgage Association AJ6973 — 3.00% 11/1/2026

   

31,851

     

32,648

   

Federal National Mortgage Association AJ9387 — 3.00% 12/1/2026

   

16,821

     

17,241

   

Federal National Mortgage Association AU3826 — 3.00% 12/1/2026

   

487,339

     

499,532

   

Federal National Mortgage Association AL1345 — 3.00% 2/1/2027

   

30,246

     

31,003

   

Federal National Mortgage Association AB4673 — 3.00% 3/1/2027

   

33,405

     

34,262

   

Federal National Mortgage Association AK9467 — 3.00% 3/1/2027

   

35,680

     

36,584

   

Federal National Mortgage Association AL4911 — 3.00% 10/1/2027

   

294,666

     

302,038

   

Federal National Mortgage Association AL4693 — 3.00% 8/1/2028

   

29,424

     

30,169

   

Federal National Mortgage Association MA3480 — 3.00% 8/1/2028

   

115,839

     

119,027

   

Federal National Mortgage Association AU6681 — 3.00% 9/1/2028

   

292,504

     

300,553

   

Federal National Mortgage Association MA3485 — 3.00% 9/1/2028

   

61,362

     

63,051

   

Federal National Mortgage Association 890837 — 3.00% 10/1/2028

   

341,856

     

350,623

   

Federal National Mortgage Association BM4299 — 3.00% 3/1/2030

   

593,345

     

608,190

   

Federal National Mortgage Association BM3539 — 3.00% 10/1/2030

   

707,552

     

726,139

   

Federal National Mortgage Association BM3973 — 3.00% 4/1/2032

   

1,052,633

     

1,081,600

   

Federal National Mortgage Association AB2446 — 3.50% 3/1/2026

   

179,745

     

186,300

   

Federal National Mortgage Association AL1741 — 3.50% 5/1/2027

   

254,249

     

263,523

   

Federal National Mortgage Association MA3075 — 3.50% 7/1/2027

   

598,604

     

621,560

   

Federal National Mortgage Association MA3132 — 3.50% 9/1/2027

   

126,951

     

131,820

   

Federal National Mortgage Association MA3251 — 3.50% 1/1/2028

   

155,517

     

161,481

   

Federal National Mortgage Association CA1631 — 3.50% 10/1/2028

   

161,478

     

167,368

   

Federal National Mortgage Association MA3514 — 3.50% 11/1/2028

   

390,216

     

405,180

   

Federal National Mortgage Association MA3542 — 3.50% 12/1/2028

   

354,838

     

368,445

   

Federal National Mortgage Association BM1231 — 3.50% 11/1/2031

   

322,307

     

335,171

   

Federal National Mortgage Association AE0286 — 5.00% 4/1/2025

   

121,437

     

125,995

   

Federal National Mortgage Association AL7725 — 5.00% 9/1/2025

   

151,509

     

156,934

   
   

$

10,605,311

   

NON-AGENCY COLLATERALIZED MORTGAGE OBLIGATION — 2.6%

 

BRAVO Residential Funding Trust 2019-1 A1C — 3.50% 3/25/2058(e)

 

$

552,873

   

$

567,866

   

CIM Trust 2017-7 A, VRN — 3.00% 4/25/2057(d)(e)

   

558,186

     

560,669

   

CIM Trust 2018-R3 A1, VRN — 5.00% 12/25/2057(d)(e)

   

872,284

     

901,887

   

Citigroup Mortgage Loan Trust, Inc. 2014-A A — 4.00% 1/25/2035(d)(e)

   

162,490

     

165,005

   

Finance of America HECM Buyout — 2.656% 12/27/2049(b)(e)

   

1,121,000

     

1,121,175

   

Finance of America Structured Securities Trust 2018-HB1 M1, VRN — 3.774% 9/25/2028(d)(e)

   

355,000

     

356,093

   

Mill City Mortgage Loan Trust 2018-2 A1, VRN — 3.50% 5/25/2058(d)(e)

   

840,644

     

855,278

   

Mill City Mortgage Loan Trust 2018-3 A1, VRN — 3.50% 8/25/2058(d)(e)

   

475,087

     

485,961

   

Nationstar HECM Loan Trust 2019-2A M1, VRN — 2.359% 11/25/2029(d)(e)

   

125,000

     

124,800

   

Nationstar HECM Loan Trust 2018-2A M1, VRN — 3.552% 7/25/2028(d)(e)

   

188,000

     

188,583

   

Nomura Resecuritization Trust 2016-1R 3A1 — 5.00% 9/28/2036(d)(e)

   

84,474

     

86,560

   

Towd Point Mortgage Trust 2016-3 A1 — 2.25% 4/25/2056(d)(e)

   

304,723

     

303,498

   

Towd Point Mortgage Trust 2015-5 A1B, VRN — 2.75% 5/25/2055(d)(e)

   

119,371

     

119,548

   

See accompanying Notes to Financial Statements.
13



SOURCE CAPITAL, INC.
PORTFOLIO OF INVESTMENTS
(Continued)

December 31, 2019

BONDS & DEBENTURES (Continued)   Principal
Amount
 

Fair Value

 

Towd Point Mortgage Trust 2018-1 A1, VRN — 3.00% 1/25/2058(d)(e)

 

$

665,748

   

$

672,552

   

Towd Point Mortgage Trust 2018-2 A1, VRN — 3.25% 3/25/2058(d)(e)

   

1,066,577

     

1,082,232

   

Towd Point Mortgage Trust 2018-5 A1A, VRN — 3.25% 7/25/2058(d)(e)

   

1,039,555

     

1,057,930

   

Towd Point Mortgage Trust 2018-6 A1A, VRN — 3.75% 3/25/2058(d)(e)

   

1,044,086

     

1,070,778

   
   

$

9,720,415

   
TOTAL RESIDENTIAL MORTGAGE-BACKED SECURITIES (Cost $25,399,506)      

$

25,798,722

   

ASSET-BACKED SECURITIES — 13.8%

 

AUTO — 4.0%

 

Ally Auto Receivables Trust 2019-3 A3 — 1.93% 5/15/2024

 

$

1,155,000

   

$

1,154,504

   

Ally Auto Receivables Trust 2018-3 A4 — 3.12% 7/17/2023

   

238,000

     

242,211

   

BMW Vehicle Owner Trust 2019-A A3 — 1.92% 1/25/2024

   

539,000

     

539,346

   

CarMax Auto Owner Trust 2019-3 A3 — 2.18% 8/15/2024

   

658,000

     

658,935

   

CarMax Auto Owner Trust 2018-1 A4 — 2.64% 6/15/2023

   

218,000

     

220,458

   

CarMax Auto Owner Trust 2019-1 A4 — 3.26% 8/15/2024

   

463,000

     

475,778

   

CarMax Auto Owner Trust 2019-1 B — 3.45% 11/15/2024

   

249,000

     

256,647

   

CarMax Auto Owner Trust 2018-4 A4 — 3.48% 2/15/2024

   

492,000

     

509,196

   

Credit Acceptance Auto Loan Trust 2017-3A B — 3.21% 8/17/2026(e)

   

941,000

     

947,784

   

First Investors Auto Owner Trust 2017-1A C — 2.95% 4/17/2023(e)

   

219,000

     

219,392

   

Ford Credit Auto Lease Trust 2019-B A4 — 2.27% 11/15/2022

   

329,000

     

330,208

   

Ford Credit Auto Lease Trust 2019-B B — 2.36% 1/15/2023

   

549,000

     

550,426

   

Ford Credit Auto Owner Trust 2019-C A3 — 1.87% 3/15/2024

   

490,000

     

489,481

   

Honda Auto Receivables Owner Trust 2019-3 A3 — 1.78% 8/15/2023

   

556,000

     

554,532

   

Honda Auto Receivables Owner Trust 2019-4 A3 — 1.83% 1/18/2024

   

519,000

     

517,697

   

Honda Auto Receivables Owner Trust 2019-2 A4 — 2.54% 3/21/2025

   

359,000

     

363,726

   

Honda Auto Receivables Owner Trust 2018-1I A4 — 2.78% 5/15/2024

   

918,000

     

928,311

   

Hyundai Auto Receivables Trust 2018-A A4 — 2.94% 6/17/2024

   

656,000

     

666,728

   

Mercedes-Benz Auto Lease Trust 2019-B A4 — 2.05% 8/15/2025

   

332,000

     

331,736

   

Mercedes-Benz Auto Receivables Trust 2019-1 A3 — 1.94% 3/15/2024

   

803,000

     

802,528

   

Mercedes-Benz Auto Receivables Trust 2018-1 A4 — 3.15% 10/15/2024

   

537,000

     

550,238

   

Nissan Auto Receivables Owner Trust 2019-C A3 — 1.93% 7/15/2024

   

573,000

     

573,435

   

Nissan Auto Receivables Owner Trust 2019-A A3 — 2.90% 10/16/2023

   

96,000

     

97,535

   

Nissan Auto Receivables Owner Trust 2018-B A4 — 3.16% 12/16/2024

   

451,000

     

462,428

   

Prestige Auto Receivables Trust 2019-1A B — 2.53% 1/16/2024(e)

   

294,000

     

294,951

   

Toyota Auto Receivables Owner Trust 2019-D A3 — 1.92% 1/16/2024

   

550,000

     

549,670

   

Volkswagen Auto Lease Trust 2019-A A4 — 2.02% 8/20/2024

   

263,000

     

262,141

   

World Omni Auto Receivables Trust 2019-C A3 — 1.96% 12/16/2024

   

646,000

     

644,641

   

World Omni Auto Receivables Trust 2019-A B — 3.34% 6/16/2025

   

196,000

     

200,711

   

World Omni Automobile Lease Securitization Trust 2019-B A4 — 2.07% 2/18/2025

   

363,000

     

362,157

   

World Omni Automobile Lease Securitization Trust 2019-B B — 2.13% 2/18/2025

   

203,000

     

202,241

   
   

$

14,959,772

   

COLLATERALIZED LOAN OBLIGATION — 4.5%

 

Adams Mill CLO Ltd. 2014-1A B2R — 3.35% 7/15/2026(e)

 

$

250,000

   

$

249,961

   

B&M CLO Ltd. 2014-1A A2R, FRN, 3M USD LIBOR + 1.600% — 3.601% 4/16/2026(d)(e)

   

287,000

     

286,720

   

Black Diamond CLO Ltd. 2014-1A A1R, 3M USD LIBOR + 1.150% — 3.152% 10/17/2026(d)(e)

   

446,464

     

446,748

   

Cerberus Corporate Credit Solutions Fund — 3.531% 10/15/2030(d)(e)

   

1,197,000

     

1,193,926

   
Cerberus Loan Funding XVIII LP 2017-1A A,
3M USD LIBOR + 1.750% — 3.751% 4/15/2027(d)(e)
   

908,702

     

909,040

   
Cerberus Loan Funding XXI LP 2017-4A A, FRN,
3M USD LIBOR + 1.450% — 3.451% 10/15/2027(d)(e)
   

857,000

     

856,798

   

Elm Trust 2016-1A A2 — 4.163% 6/20/2025(e)

   

91,189

     

91,557

   

Elm Trust 2018-2A A2 — 4.605% 10/20/2027(e)

   

513,000

     

515,275

   

See accompanying Notes to Financial Statements.
14



SOURCE CAPITAL, INC.
PORTFOLIO OF INVESTMENTS
(Continued)

December 31, 2019

BONDS & DEBENTURES (Continued)   Principal
Amount
 

Fair Value

 
Fortress Credit Opportunities IX CLO Ltd. 2017-9A A1T, FRN,
3M USD LIBOR + 1.550% — 3.46% 11/15/2029(d)(e)
 

$

1,027,000

   

$

1,021,569

   
Fortress Credit Opportunities IX CLO Ltd. 2017-9A E, FRN,
3M USD LIBOR + 7.250% — 9.16% 11/15/2029(d)(e)
   

328,000

     

311,283

   
Fortress Credit Opportunities VII CLO, Ltd. 2016-7I E,
3M USD LIBOR + 7.490% — 9.384% 12/15/2028(d)
   

561,000

     

538,120

   
Halcyon Loan Advisors Funding Ltd. 2015-3A A1R,
3M USD LIBOR + 0.90% — 2.903% 10/18/2027(d)(e)
   

1,089,000

     

1,089,001

   
Halcyon Loan Advisors Funding Ltd. 2015-1A AR, FRN,
3M USD LIBOR + 0.920% — 2.886% 4/20/2027(d)(e)
   

939,010

     

939,045

   
Halcyon Loan Advisors Funding Ltd. 2014-3A AR,
3M USD LIBOR + 1.100% — 3.053% 10/22/2025(d)(e)
   

213,641

     

213,686

   

Hercules Capital Funding Trust 2018-1A A — 4.605% 11/22/2027(e)

   

590,000

     

591,748

   

Hercules Capital Funding Trust 2019-1A A — 4.703% 2/20/2028(e)

   

910,000

     

914,924

   
Ivy Hill Middle Market Credit Fund VII Ltd.,
3M USD LIBOR + 1.125% — 3.253% 7/18/2030(d)(e)
   

604,000

     

595,200

   
Ivy Hill Middle Market Credit Fund VII Ltd. 7A AR, FRN,
3M USD LIBOR + 1.530% — 3.496% 10/20/2029(d)(e)
   

250,000

     

249,757

   

Saranac CLO III Ltd. 2014-3A ALR, FRN, 3M USD LIBOR + 1.10% — 3.028% 6/22/2030(d)(e)

   

632,000

     

631,241

   

Symphony CLO XII Ltd. 2013-12A B2R — 3.389% 10/15/2025(e)

   

427,000

     

426,954

   

Telos CLO Ltd. 2014-5A A1R, FRN, 3M USD LIBOR + 0.950% — 2.952% 4/17/2028(d)(e)

   

828,000

     

825,267

   

Telos CLO Ltd. 2013-3A AR, 3M USD LIBOR + 1.300% — 3.302% 7/17/2026(d)(e)

   

456,374

     

456,374

   

Telos CLO Ltd. 2013-3A BR, 3M USD LIBOR + 2.000% — 4.002% 7/17/2026(d)(e)

   

550,000

     

546,592

   
THL Credit Wind River CLO Ltd. 2016-1A AR, FRN,
3M USD LIBOR + 1.05% — 3.036% 7/15/2028(d)(e)
   

640,000

     

638,879

   

VCO CLO LLC 2018-1A A, FRN, 3M USD LIBOR + 1.50% — 3.466% 7/20/2030(d)(e)

   

607,000

     

607,137

   
Venture XXV CLO Ltd. 2016-25A AR,
3M USD LIBOR + 1.230%, FRN — 2.992% 4/20/2029(d)(e)
   

554,000

     

553,992

   

Wellfleet CLO Ltd. 2016-1A AR, FRN, 3M USD LIBOR +0.910% — 2.876% 4/20/2028(d)(e)

   

629,000

     

627,207

   

West CLO Ltd. 2014-2A A1BR — 2.724% 1/16/2027(e)

   

141,509

     

141,490

   

West CLO Ltd. 2013-1A A2BR — 3.393% 11/7/2025(e)

   

142,675

     

142,658

   

Zais CLO 2 Ltd. 2014-2A A1BR — 2.92% 7/25/2026(e)

   

87,908

     

87,902

   
   

$

16,700,051

   

CREDIT CARD — 1.0%

 

American Express Credit Account Master Trust 2019-2 A — 2.67% 11/15/2024

 

$

277,000

   

$

281,894

   

Barclays Dryrock Issuance Trust 2019-1 A — 1.96% 5/15/2025

   

951,000

     

949,920

   

Synchrony Card Funding LLC 2019-A2 A — 2.34% 6/15/2025

   

1,070,000

     

1,079,621

   

Synchrony Card Funding LLC 2019-A1 A — 2.95% 3/15/2025

   

157,000

     

159,878

   

Synchrony Card Issuance Trust 2018-A1 A1 — 3.38% 9/15/2024

   

1,279,000

     

1,307,532

   
   

$

3,778,845

   

EQUIPMENT — 2.8%

 

ARI Fleet Lease Trust 2019-A A2A — 2.41% 11/15/2027(e)

 

$

385,000

   

$

386,319

   

ARI Fleet Lease Trust 2018-A A3 — 2.84% 10/15/2026(e)

   

340,000

     

342,138

   

ARI Fleet Lease Trust 2018-B A3 — 3.43% 8/16/2027(e)

   

505,000

     

518,128

   

Ascentium Equipment Receivables 2019-2A A3 — 2.19% 11/10/2026(e)

   

709,000

     

706,754

   

Avis Budget Rental Car Funding AESOP LLC 2019-1A A — 3.45% 3/20/2023(e)

   

238,000

     

243,324

   

Coinstar Funding LLC Series 2017-1A A2 — 5.216% 4/25/2047(e)

   

222,300

     

227,421

   

Dell Equipment Finance Trust 2019-2 A3 — 1.91% 10/22/2024(e)

   

265,000

     

264,080

   

Dell Equipment Finance Trust 2019-2 B — 2.06% 10/22/2024(e)

   

356,000

     

352,967

   

GreatAmerica Leasing Receivables Funding LLC Series 2018-1 A4 — 2.83% 6/17/2024(e)

   

210,000

     

211,517

   

GreatAmerica Leasing Receivables Funding LLC Series 2017-1 C — 2.89% 1/22/2024(e)

   

250,000

     

250,675

   

HPEFS Equipment Trust 2019-1A B — 2.32% 9/20/2029(e)

   

103,000

     

102,926

   

John Deere Owner Trust 2018-A A4 — 2.91% 1/15/2025

   

598,000

     

602,676

   

John Deere Owner Trust 2019 A A4 — 3.00% 1/15/2026

   

236,000

     

241,225

   

See accompanying Notes to Financial Statements.
15



SOURCE CAPITAL, INC.
PORTFOLIO OF INVESTMENTS
(Continued)

December 31, 2019

BONDS & DEBENTURES (Continued)   Principal
Amount
 

Fair Value

 

John Deere Owner Trust 2018-B A4 — 3.23% 6/16/2025

 

$

620,000

   

$

634,051

   

Kubota Credit Owner Trust 2018-1A A4 — 3.21% 1/15/2025(e)

   

110,000

     

112,617

   

NextGear Floorplan Master Owner Trust 2019-2A A2 — 2.07% 10/15/2024(e)

   

474,000

     

469,070

   

Prop Series 2017-1A — 5.30% 3/15/2042(b)

   

588,651

     

579,343

   

Verizon Owner Trust 2019 A A1A — 2.93% 9/20/2023

   

652,000

     

661,496

   

Verizon Owner Trust 2019 A B — 3.02% 9/20/2023

   

296,000

     

301,948

   

Verizon Owner Trust 2019-C A1A — 1.94% 4/22/2024

   

303,000

     

302,582

   

Verizon Owner Trust 2019-C B — 2.06% 4/22/2024

   

684,000

     

681,143

   

Verizon Owner Trust 2019-B B — 2.40% 12/20/2023

   

701,000

     

703,231

   

Verizon Owner Trust 2018-1A B — 3.05% 9/20/2022(e)

   

553,000

     

559,712

   

Verizon Owner Trust 2018-A B — 3.38% 4/20/2023

   

593,000

     

607,888

   

Wheels SPV 2 LLC 2018-1A A3 — 3.24% 4/20/2027(e)

   

291,000

     

295,047

   
   

$

10,358,278

   

OTHER — 1.5%

 
New Residential Advance Receivables Trust Advance Receivables
Backed 2019-T3 AT3 — 2.512% 9/15/2052(e)
 

$

520,000

   

$

519,147

   

New Residential Mortgage LLC 2018-FNT1 A — 3.61% 5/25/2023(e)

   

554,667

     

554,321

   

New Residential Mortgage LLC 2018-FNT2 A — 3.79% 7/25/2054(e)

   

640,818

     

640,417

   

NRZ Excess Spread-Collateralized Notes Series 2018-PLS1 A — 3.193% 1/25/2023(e)

   

269,062

     

268,894

   

NRZ Excess Spread-Collateralized Notes Series 2018-PLS2 A — 3.265% 2/25/2023(e)

   

306,549

     

306,358

   

PFS Financing Corp. 2019-A A2 — 2.86% 4/15/2024(e)

   

314,000

     

317,886

   

PFS Financing Corp. 2018-B A — 2.89% 2/15/2023(e)

   

1,085,000

     

1,093,254

   

PFS Financing Corp. 2018-B B — 3.08% 2/15/2023(e)

   

191,000

     

191,938

   

PFS Financing Corp. 2018-D A — 3.19% 4/17/2023(e)

   

846,000

     

855,376

   

PFS Financing Corp. 2018-D B — 3.45% 4/17/2023(e)

   

421,000

     

424,705

   

PFS Financing Corp. 2018-F A — 3.52% 10/15/2023(e)

   

698,000

     

705,587

   

PFS Financing Corp. 2018-F B — 3.77% 10/15/2023(e)

   

126,000

     

127,666

   
   

$

6,005,549

   
TOTAL ASSET-BACKED SECURITIES (Cost $51,641,504)      

$

51,802,495

   

CORPORATE BONDS & NOTES — 0.3%

 

CONSUMER, CYCLICAL — 0.0%

 

Continental Airlines 2000-1 Class B Pass Through Trust — 8.388% 5/1/2022

 

$

753

   

$

783

   

CONSUMER, NON-CYCLICAL — 0.2%

 
StoneMor Partners LP / Cornerstone Family Services of
West Virginia Subsidiary — 11.50% 6/30/2024(e)
 

$

739,815

   

$

726,406

   

ENERGY — 0.1%

 

Natural Resource Partners LP / NRP Finance Corp. — 9.125% 6/30/2025(e)

 

$

484,000

   

$

433,180

   
TOTAL CORPORATE BONDS & NOTES (Cost $1,153,346)      

$

1,160,369

   

CORPORATE BANK DEBT — 5.5%

 

ABG Intermediate Holdings 2 LLC, 1M USD LIBOR + 7.750% — 9.549% 9/29/2025(c)(d)

 

$

527,000

   

$

525,683

   

BJ Services Inc., 3M USD LIBOR + 7.000% — 9.100% 1/3/2023(b)(c)(d)(f)

   

1,106,875

     

1,098,412

   

Frontier Communications Corp., 1M USD LIBOR + 3.000% — 4.800% 2/27/2022(c)(d)

   

631,000

     

612,594

   

General Nutrition Centers, Inc., 1M USD LIBOR + 7.000% — 8.80% 12/31/2022(c)(d)

   

891,000

     

886,545

   

Hanjin International Corp., 1M USD LIBOR + 2.500% — 4.299% 10/18/2020(c)(d)

   

53,000

     

52,735

   

JC Penney Corp., Inc., 3M USD LIBOR + 4.250% — 6.159% 6/23/2023(c)(d)

   

568,443

     

498,808

   

Logix Holding Co. LLC TL 1L, 1M USD LIBOR + 5.750% — 7.549% 12/22/2024(c)(d)

   

292,340

     

291,428

   

MB2LTL, 2M USD LIBOR + 9.250% — 11.085% 11/30/2023(b)(c)(d)

   

184,000

     

183,190

   

McDermott International, Inc., 1M USD LIBOR + 4.250% — 6.013% 5/10/2023(c)(d)(h)

   

650,000

     

(182,000

)

 

McDermott Technology Americas, Inc., 1M USD LIBOR + 10.000% — 11.823% 10/21/2021(c)(d)

   

5,102,398

     

3,233,464

   

See accompanying Notes to Financial Statements.
16



SOURCE CAPITAL, INC.
PORTFOLIO OF INVESTMENTS
(Continued)

December 31, 2019

BONDS & DEBENTURES (Continued)   Principal
Amount
 

Fair Value

 

McDermott Technology Americas, Inc., 1M USD LIBOR + 4.250% — 6.350% 5/4/2023(c)(d)(h)

 

$

4,165,000

   

$

(233,240

)

 

McDermott Technology Americas, Inc., 3M USD LIBOR + 5.000% — 7.104% 5/9/2025(c)(d)(h)

   

3,664,000

     

2,143,440

   

MEC Filo TL 1, 1M USD LIBOR + 9.500% — 11.50% 2/12/2021(b)(c)(d)(f)

   

3,305,000

     

3,305,000

   

Mediaco Holding, Inc. Class A, 1M USD LIBOR + 6.400% — 8.400% 11/25/2024(b)(c)(d)(f)

   

3,780,528

     

3,743,490

   

OTGTL, 3M USD LIBOR + 7.000% — 8.981% 8/23/2021(b)(c)(d)

   

677,000

     

675,551

   

PHI, Inc., 1M USD LIBOR + 7.000% — 8.799% 9/4/2024(c)(d)

   

1,212,000

     

1,199,880

   

Polyconcept North America Holdings, Inc., 1M USD LIBOR + 4.500% — 6.20% 8/16/2023(c)(d)

   

791,000

     

789,022

   

SDTL, 1M USD LIBOR + 4.500 — 6.299% 11/22/2021(b)(c)(d)

   

263,804

     

262,467

   
Transform SR Holdings LLC Term Loan B,
3M USD LIBOR + 7.250% — 9.184% 2/12/2024(c)(d)
   

792,000

     

792,016

   

Xplornet Communication, Inc., 3M USD LIBOR + 4.000% — 5.945% 9/9/2021(c)(d)

   

531,032

     

525,753

   

ZW1L, 3M USD LIBOR + 5.000% — 6.930% 11/16/2022(b)(c)(d)

   

358,900

     

357,070

   

ZW2L, 3M USD LIBOR + 9.000% — 10.950% 11/16/2023(b)(c)(d)

   

82,491

     

82,453

   
TOTAL CORPORATE BANK DEBT (Cost $21,186,909)      

$

20,843,761

   

U.S. TREASURIES — 3.1%

 

U.S. Treasury Bills — 1.48% 1/7/2020(g)

 

$

7,230,000

   

$

7,228,544

   

U.S. Treasury Notes — 1.75% 7/15/2022

   

4,242,000

     

4,256,110

   
TOTAL U.S. TREASURIES (Cost $11,478,876)      

$

11,484,654

   
TOTAL BONDS & DEBENTURES — 33.2% (Cost $127,364,911)      

$

125,046,519

   
TOTAL INVESTMENT SECURITIES — 96.0% (Cost $307,548,681)      

$

361,423,113

   

SHORT-TERM INVESTMENTS — 5.7%

 
State Street Bank Repurchase Agreement — 0.12% 1/2/2020
(Dated 12/31/2019, repurchase price of $21,571,144, collateralized by $22,095,000
principal amount U.S. Treasury Notes — 1.25% 2021, fair value $22,004,167)(i)
 

$

21,571,000

   

$

21,571,000

   
TOTAL SHORT-TERM INVESTMENTS (Cost $21,571,000)      

$

21,571,000

   
TOTAL INVESTMENTS — 101.7% (Cost $329,119,681)      

$

382,994,113

   

Other Assets and Liabilities, net — (1.7)%

       

(6,287,618

)

 

NET ASSETS — 100.0%

     

$

376,706,495

   

(a)  Non-income producing security.

(b)  Investments categorized as a significant unobservable input (Level 3) (See Note 6 of the Notes to Financial Statements).

(c)  Restricted securities. These restricted securities constituted 7.09% of total net assets at December 31, 2019, most of which are considered liquid by the Adviser. These securities are not registered and may not be sold to the public. There are legal and/or contractual restrictions on resale. The Fund does not have the right to demand that such securities be registered. The values of these securities are determined by valuations provided by pricing services, brokers, dealers, market makers, or in good faith under policies adopted by authority of the Fund's Board of Directors.

(d)  Variable/Floating Rate Security — The rate shown is based on the latest available information as of December 31, 2019. For Corporate Bank Debt, the rate shown may represent a weighted average interest rate. Certain variable rate securities are not based on a published rate and spread but are determined by the issuer or agent and are based on current market conditions. These securities do not indicate a reference rate and spread in their description.

(e)  Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, typically only to qualified institutional buyers. Unless otherwise indicated, these securities are not considered to be illiquid.

(f)  These securities have been valued in good faith under policies adopted by authority of the Board of Directors in accordance with the Fund's fair value procedures. These securities constituted 3.50% of total net assets at December 31, 2019.

(g)  Zero coupon bond. Coupon amount represents effective yield to maturity.

(h)  A portion of this position is subject to unfunded loan commitments (See Note 8 of the Notes to Financial Statements)

(i)  Security pledged as collateral (See Note 7 of the Notes to Financial Statements).

See accompanying Notes to Financial Statements.
17



SOURCE CAPITAL, INC.
PORTFOLIO OF INVESTMENTS —
RESTRICTED SECURITIES

December 31, 2019

Issuer

  Acquisition
Date(s)
 

Cost

  Fair
Value
  Fair Value
as a %
of Net Assets
 
ABG Intermediate Holdings 2 LLC,
1M USD LIBOR + 7.750% — 9.549% 9/29/2025
  09/26/2017, 04/11/2018,
07/03/2018, 06/21/2018,
11/02/2018, 12/03/2018,
09/20/2019, 09/27/2019,
10/16/2019
 

$

526,619

   

$

525,683

     

0.14

%

 
BJ Services Inc.,
3M USD LIBOR + 7.000% — 9.100% 1/3/2023
 

1/28/2019

   

1,126,677

     

1,098,412

     

0.29

%

 

Escrow Altegrity,Inc

 

09/27/2019

   

1,293,263

     

2,871,422

     

0.76

%

 
Frontier Communications Corp.,
1M USD LIBOR + 3.000% — 4.800% 2/27/2022
 

12/10/2019

   

608,915

     

612,594

     

0.16

%

 
General Nutrition Centers, Inc.,
1M USD LIBOR + 7.000% — 8.80% 12/31/2022
 

12/21/2018

   

890,800

     

886,545

     

0.24

%

 
Hanjin International Corp.,
1M USD LIBOR + 2.500% — 4.299% 10/18/2020
 

10/31/2019

   

52,596

     

52,735

     

0.01

%

 
JC Penney Corp., Inc.,
3M USD LIBOR + 4.250% — 6.159% 6/23/2023
  10/04/2017, 10/05/2017,
10/06/2017, 10/11/2017,
11/19/2018, 11/27/2018
   

551,473

     

498,808

     

0.13

%

 
Logix Holding Co. LLC TL 1L,
1M USD LIBOR + 5.750% — 7.549% 12/22/2024
 

08/11/2017

   

292,340

     

291,428

     

0.08

%

 
MB2LTL, 2M USD LIBOR + 9.250% — 11.085%
11/30/2023
 

12/02/2016, 01/31/2017

   

182,216

     

183,190

     

0.05

%

 
McDermott International, Inc.,
1M USD LIBOR + 4.2500% — 1.00% 5/10/2023
 

11/12/2019

   

482,050

     

(182,000

)

   

(0.05

)%

 
McDermott Technology Americas, Inc.,
1M USD LIBOR + 10.000% — 1.00% 10/21/2021
  10/31/2019, 11/07/2019,
11/12/2019, 12/05/2019,
12/23/2019, 12/30/2019
   

5,147,023

     

3,233,464

     

0.86

%

 
McDermott Technology Americas, Inc.,
1M USD LIBOR + 4.250% — 1.00% 5/4/2023
  09/27/2019, 09/30/2019,
10/04/2019, 11/12/2019
   

19,735

     

(233,240

)

   

(0.06

)%

 
McDermott Technology Americas, Inc.,
3M USD LIBOR + 5.000% — 1.00% 5/9/2025
  09/19/2019, 09/25/2019,
09/26/2019, 10/24/2019,
10/29/2019, 10/30/2019,
11/01/2019, 11/04/2019,
11/05/2019, 11/13/2019,
11/14/2019, 11/15/2019,
11/22/2019, 11/26/2019
   

2,257,976

     

2,143,440

     

0.57

%

 
MEC Filo TL 1, 1M USD LIBOR + 9.500% — 11.50%
2/12/2021
 

11/07/2019

   

3,275,669

     

3,305,000

     

0.88

%

 
Mediaco Holding, Inc. Class A,
1M USD LIBOR + 6.400% — 8.400% 11
  11/25/2019, 12/12/2019,
12/13/2019, 12/18/2019,
12/31/2019
   

3,790,636

     

3,743,490

     

0.99

%

 
OTGTL, 3M USD LIBOR + 7.000% — 8.981%
8/23/2021
  08/26/2016, 02/28/2017,
05/26/2017, 06/14/2017,
08/26/2017, 08/30/2017,
11/30/2017, 01/26/2018,
03/08/2018, 05/09/2018,
05/15/2018, 06/13/2018,
07/13/2018, 08/17/2018,
10/10/2018
   

671,730

     

675,551

     

0.18

%

 

See accompanying Notes to Financial Statements.
18



SOURCE CAPITAL, INC.
PORTFOLIO OF INVESTMENTS —
RESTRICTED SECURITIES
(Continued)

December 31, 2019

Issuer

  Acquisition
Date(s)
 

Cost

  Fair
Value
  Fair Value
as a %
of Net Assets
 

PHI Group, Inc.

 

08/19/2019

 

$

210,879

   

$

173,622

     

0.05

%

 

PHI Group, Inc., Restricted

 

08/19/2019

   

479,828

     

375,316

     

0.10

%

 
PHI, Inc., 1M USD LIBOR + 7.000% — 8.799%
9/4/2024
 

12/05/2019

   

1,193,820

     

1,199,880

     

0.32

%

 
Polyconcept North America Holdings, Inc.,
1M USD LIBOR + 4.500% — 6.20% 8/16/2023
 

11/18/2019

   

783,090

     

789,022

     

0.21

%

 
SDTL, 1M USD LIBOR + 4.500 — 6.299%
11/22/2021
 

12/22/2016

   

261,550

     

262,467

     

0.07

%

 

Silverpeak Credit Opportunities LP

 

11/18/2019

   

2,445,508

     

2,445,508

     

0.65

%

 
Transform SR Holdings LLC Term Loan B,
3M USD LIBOR + 7.250% — 9.184% 2/12/2024
  02/11/2019, 02/19/2019,
08/02/2019, 09/05/2019
09/11/2019, 11/22/2019,
12/16/2019
   

793,560

     

792,016

     

0.21

%

 
Xplornet Communication, Inc.,
3M USD LIBOR + 4.000% — 5.945% 9/9/2021
  09/08/2016, 05/22/2017,
10/18/2017
   

529,930

     

525,753

     

0.14

%

 
ZW1L, 3M USD LIBOR + 5.000% — 6.930%
11/16/2022
 

11/17/2016

   

355,311

     

357,070

     

0.09

%

 
ZW2L, 3M USD LIBOR + 9.000% — 10.950%
11/16/2023
 

11/17/2016

   

81,254

     

82,453

     

0.02

%

 

TOTAL RESTRICTED SECURITIES

 

 

$

28,304,448

   

$

26,709,629

     

7.09

%

 

See accompanying Notes to Financial Statements.
19



SOURCE CAPITAL, INC.
STATEMENT OF ASSETS AND LIABILITIES

December 31, 2019

ASSETS

 

Investment securities — at fair value (identified cost $307,548,681)

 

$

361,423,113

   

Short-term investments — at amortized cost (maturities 60 days or less)

   

21,571,000

   

Cash

   

86,559

   

Foreign currencies at value (identified cost $29)

   

29

   

Receivable for:

 

Investment securities sold

   

2,437,359

   

Dividends and interest

   

548,352

   

Total assets

   

386,066,412

   

LIABILITIES

 

Payable for:

 

Investment securities purchased

   

8,896,965

   

Advisory fees

   

220,151

   

Accrued expenses and other liabilities

   

242,801

   

Total liabilities

   

9,359,917

   

NET ASSETS

 

$

376,706,495

   

SUMMARY OF SHAREHOLDERS' EQUITY

 

Capital Stock — par value $1 per share; authorized 12,000,000 shares; outstanding 8,476,467 shares

 

$

8,476,467

   

Additional Paid-in Capital

   

315,059,524

   

Distributable earnings

   

53,170,504

   

NET ASSETS

 

$

376,706,495

   

NET ASSET VALUE

 

Common Stock net asset value per share

 

$

44.44

   

Common Stock market price per share

 

$

38.69

   

See accompanying Notes to Financial Statements.
20



SOURCE CAPITAL, INC.
STATEMENT OF OPERATIONS

For the year ended December 31, 2019

INVESTMENT INCOME

 

Dividends (net of foreign taxes withheld of $68,363)

 

$

5,532,222

   

Interest

   

4,122,287

   

Total investment income

   

9,654,509

   

EXPENSES

 

Advisory fees

   

2,483,430

   

Legal fees

   

193,097

   

Reports to shareholders

   

178,300

   

Transfer agent fees and expenses

   

177,672

   

Director fees and expenses

   

153,332

   

Delaware tax expense

   

139,707

   

Custodian fees

   

90,255

   

Audit and tax service fees

   

65,710

   

Filing fees

   

25,000

   

Administrative services fees

   

18,427

   

Other professional fees

   

16,689

   

Other

   

15,802

   

Total expenses

   

3,557,421

   

Net investment income

   

6,097,088

   

NET REALIZED AND UNREALIZED GAIN (LOSS)

 

Net realized gain (loss) on:

 
Investments    

(2,822,089

)

 

Investments in foreign currency transactions

   

24,114

   

Net change in unrealized appreciation (depreciation) of:

 
Investments    

62,407,451

   

Translation of foreign currency denominated amounts

   

710

   
Net realized and unrealized gain    

59,610,186

   

NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS

 

$

65,707,274

   

See accompanying Notes to Financial Statements.
21



SOURCE CAPITAL, INC.
STATEMENTS OF CHANGES IN NET ASSETS

    Year ended
December 31, 2019
  Year ended
December 31, 2018
 

INCREASE (DECREASE) IN NET ASSETS

 

Operations:

 

Net investment income

 

$

6,097,088

   

$

4,716,009

   
Net realized gain (loss)    

(2,797,975

)

   

31,881,950

   
Net change in unrealized appreciation (depreciation)    

62,408,161

     

(64,365,565

)

 

Net increase (decrease) in net assets resulting from operations

   

65,707,274

     

(27,767,606

)

 

Distributions to shareholders

   

(8,489,561

)

   

(36,032,998

)

 

Capital Stock transactions:

 

Cost of Capital Stock repurchased

   

(2,381,181

)

   

(2,593,872

)

 

Net decrease from Capital Stock transactions

   

(2,381,181

)

   

(2,593,872

)

 

Total change in net assets

   

54,836,532

     

(66,394,476

)

 

NET ASSETS

 

Beginning of Year

   

321,869,963

     

388,264,439

   

End of Year

 

$

376,706,495

   

$

321,869,963

   

CHANGE IN CAPITAL STOCK OUTSTANDING

 

Shares of Capital Stock repurchased

   

(70,966

)

   

(69,931

)

 

Change in Capital Stock outstanding

   

(70,966

)

   

(69,931

)

 

See accompanying Notes to Financial Statements.
22



SOURCE CAPITAL, INC.
FINANCIAL HIGHLIGHTS

Selected data for each share of Capital Stock outstanding throughout each year

   

Year ended December 31,

 
   

2019

 

2018

 

2017

 

2016

 

2015

 

Per share operating performance:

 

Net asset value at beginning of year

 

$

37.66

   

$

45.06

   

$

41.12

   

$

73.07

   

$

80.44

   

Income from investment operations:

 

Net investment income(1)

 

$

0.72

   

$

0.55

   

$

0.50

   

$

0.40

   

$

0.02

   
Net realized and unrealized gain (loss) on
investment securities
   

7.02

     

(3.79

)

   

5.17

     

2.82

     

(3.39

)

 

Total from investment operations

 

$

7.74

   

$

(3.24

)

 

$

5.67

   

$

3.22

   

$

(3.37

)

 

Distributions to Common shareholders:

 

Dividends from net investment income

 

$

(1.00

)

 

$

(4.20

)

 

$

(0.71

)

 

$

(1.58

)

 

$

(0.04

)

 

Distributions from net realized capital gains

   

     

     

(1.02

)

   

(33.65

)

   

(3.96

)

 

Total distributions

 

$

(1.00

)

 

$

(4.20

)

 

$

(1.73

)

 

$

(35.23

)

 

$

(4.00

)

 

Capital stock repurchased

 

$

0.04

   

$

0.04

     

*

 

$

0.01

     

   

Capital contributions(2)

   

     

     

   

$

0.05

     

   

Net asset value at end of year

 

$

44.44

   

$

37.66

   

$

45.06

   

$

41.12

   

$

73.07

   

Per share market value at end of year

 

$

38.69

   

$

32.55

   

$

40.76

   

$

35.95

   

$

66.26

   

Total investment return(3)

   

22.11

%

   

(7.69

)%

   

18.42

%

   

8.13

%

   

(2.76

)%

 

Net asset value total return(4)

   

20.89

%

   

(10.30

)%

   

14.01

%

   

9.05

%

   

(4.38

)%

 

Ratios/supplemental data:

 

Net assets, end of year (in $000's)

 

$

376,706

   

$

321,870

   

$

388,264

   

$

355,331

   

$

632,454

   

Ratios based on average net assets applicable to

 

Common Stock:

 

Expenses

   

1.00

%

   

0.91

%

   

0.94

%

   

0.91

%

   

0.85

%

 

Net investment income

   

1.71

%

   

1.23

%

   

1.16

%

   

0.87

%

   

0.03

%

 

Portfolio turnover rate

   

29

%

   

59

%

   

30

%

   

35

%

   

39

%

 

(1)  Per share amount is based on average shares outstanding.

(2)  In 2016, 0.13% of the Fund's net asset value total return was the result of the Adviser's reimbursement of trade errors.

(3)  Based on market value per share, adjusted for reinvestment of distributions.

(4)  Based on net asset value per share, adjusted for reinvestment of distributions.

*  Rounds to less than $0.01 per share.

See accompanying Notes to Financial Statements.
23



SOURCE CAPITAL, INC.
NOTES TO FINANCIAL STATEMENTS

December 31, 2019

NOTE 1—Significant Accounting Policies

Source Capital, Inc. (the "Fund"), is registered under the Investment Company Act of 1940 as a diversified, closed-end management investment company. The investment objective of the Fund is to seek maximum total return for Common shareholders from both capital appreciation and investment income to the extent consistent with protection of invested capital. The Fund qualifies as an investment company pursuant to Financial Accounting Standard Board (FASB) Accounting Standards Codification (ASC) No. 946, Financial Services—Investment Companies. The significant accounting policies followed by the Fund in the preparation of its financial statements include the following:

A. Security Valuation

The Fund's investments are reported at fair value as defined by accounting principles generally accepted in the United States of America, ("U.S. GAAP"). The Fund generally determines its net asset value as of approximately 4:00 p.m. New York time each day the New York Stock Exchange is open. Further discussion of valuation methods, inputs and classifications can be found under Disclosure of Fair Value Measurements.

B. Use of Estimates

The preparation of the financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported. Actual results could differ from those estimates.

C. Securities Transactions and Related Investment Income

Securities transactions are accounted for on the date the securities are purchased or sold. Dividend income and distributions to shareholders are recorded on the ex-dividend date. Interest income and expenses are recorded on an accrual basis. The books and records of the Fund are maintained in U.S. dollars as follows: (1) the foreign currency fair value of investment securities, and other assets and liabilities stated in foreign currencies, are translated using the daily spot rate; and (2) purchases, sales, income and expenses are translated at the rate of exchange prevailing on the respective dates of such transactions. The resultant exchange gains and losses are included in net realized or net unrealized gain (loss) in the Statement of Operations. Distributions payable on the Common Stock are recorded on the ex-dividend date.

D. Recent Accounting Pronouncements

In August 2018, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2018-13, Fair Value Measurement (Topic 820)—Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement. The amendments eliminate certain disclosure requirements for fair value measurements for all entities, requires public entities to disclose certain new information and modifies some disclosure requirements. The new guidance is effective for all entities for fiscal years beginning after December 15, 2019 and for interim periods within those fiscal years. An entity is permitted to early adopt either the entire standard or only the provisions that eliminate or modify requirements. The Adviser is currently evaluating the impact of this new guidance on the Fund's financial statements.

NOTE 2—Risk Considerations

Investing in the Fund may involve certain risks including, but not limited to, those described below.

Market Risk: Because the values of the Fund's investments will fluctuate with market conditions, so will the value of your investment in the Fund. You could lose money on your investment in the Fund or the Fund could underperform other investments.

Common Stocks and Other Securities (Long): The prices of common stocks and other securities held by the Fund may decline in response to certain events taking place around the world, including; those directly involving companies whose securities are owned by the Fund; conditions affecting the general economy; overall market changes; local, regional or global political, social or economic instability; and currency, interest rate and commodity price fluctuations. In addition, the emphasis on a value-oriented investment approach by the Fund's investment adviser, First Pacific Advisors, LP ("Adviser"), generally results in the Fund's portfolio being invested primarily in medium or smaller sized companies. Smaller companies may be subject to a greater degree of change in earnings and business prospects than larger, more established companies, and smaller companies are often more reliant on key products or personnel than larger companies. Also, securities of smaller companies are traded in lower volumes than those issued by larger companies and may be more volatile than those of larger companies. The Fund's foreign investments are subject to additional risks such as, foreign markets could go down or prices of the Fund's foreign investments could go down because of unfavorable changes in foreign currency exchange rates, foreign government actions, social, economic or political instability or other factors that can adversely affect investments in foreign countries. These factors can also make foreign securities less liquid, more volatile and harder to value than U.S. securities. In light of these characteristics of smaller companies and their securities, the Fund may be subjected to greater risk than that assumed when investing in the equity securities of larger companies.


24



SOURCE CAPITAL, INC.
NOTES TO FINANCIAL STATEMENTS
(continued)

December 31, 2019

Interest Rate and Credit Risk: The values of, and the income generated by, most debt securities held by the Fund may be affected by changing interest rates and by changes in the effective maturities and credit rating of these securities. For example, the value of debt securities in the Fund's portfolio generally will decline when interest rates rise and increase when interest rates fall. In addition, falling interest rates may cause an issuer to redeem, call or refinance a security before its stated maturity, which may result in the Fund having to reinvest the proceeds in lower yielding securities. Debt securities are subject to credit risk, meaning that the issuer of the debt security may default or fail to make timely payments of principal or interest. The values of any of the Fund's investments may also decline in response to events affecting the issuer or its credit rating. The lower rated debt securities in which the Fund may invest are considered speculative and are generally subject to greater volatility and risk of loss than investment grade securities, particularly in deteriorating economic conditions.

Stripped Mortgage-Backed Interest Only ("I/O") and Principal Only ("P/O") Securities: Stripped mortgage backed securities are usually structured with two classes that receive different proportions of the interest and principal distributions on a pool of mortgage assets. In certain cases, one class will receive all of the interest payments on the underlying mortgages (the I/O class), while the other class will receive all of the principal payments (the P/O class). The Fund currently has investments in I/O and P/O securities. The yield to maturity on IOs is sensitive to the rate of principal repayments (including prepayments) on the related underlying mortgage assets, and principal payments may have a material effect on yield-to-maturity. If the underlying mortgage assets experience greater than anticipated prepayments of principal, a Fund may not fully recoup its initial investment in I/Os.

Repurchase Agreements: Repurchase agreements permit the Fund to maintain liquidity and earn income over periods of time as short as overnight. Repurchase agreements held by the Fund are fully collateralized by U.S. Government securities, or securities issued by U.S. Government agencies, or securities that are within the three highest credit categories assigned by established rating agencies (Aaa, Aa, or A by Moody's or AAA, AA or A by Standard & Poor's) or, if not rated by Moody's or Standard & Poor's, are of equivalent investment quality as determined by the Adviser. Such collateral is in the possession of the Fund's custodian. The collateral is evaluated daily to ensure its fair value equals or exceeds the current fair value of the repurchase agreements including accrued interest. In the event of default on the obligation to repurchase, the Fund has the right to liquidate the collateral and apply the proceeds in satisfaction of the obligation.

The Fund may enter into repurchase agreements, under the terms of a Master Repurchase Agreement ("MRA"). The MRA permits the Fund, under certain circumstances including an event of default (such as bankruptcy or insolvency), to offset payables and/or receivables under the MRA with collateral held and/or posted to the counterparty and create one single net payment due to or from the Fund. However, bankruptcy or insolvency laws of a particular jurisdiction may impose restrictions on or prohibitions against such a right of offset in the event of a MRA counterparty's bankruptcy or insolvency. Pursuant to the terms of the MRA, the Fund receives securities as collateral with a fair value in excess of the repurchase price to be received by the Fund upon the maturity of the repurchase transaction. Upon a bankruptcy or insolvency of the MRA counterparty, the Fund recognizes a liability with respect to such excess collateral to reflect the Fund's obligation under bankruptcy law to return the excess to the counterparty. Repurchase agreements outstanding at the end of the period are listed in the Fund's Portfolio of Investments.

NOTE 3—Capital Stock

The Fund did not issue any shares of Common Stock under its Dividend Reinvestment Plan for shareholders during the year ended December 31, 2019. During the year ended December 31, 2019, the Fund repurchased 70,966 of its outstanding shares at a weighted-average discount of 12.96% from net asset value per share. These repurchases were made pursuant to the stock repurchase program approved annually by the Fund's Board of Directors. Under the program, the Fund is authorized to make open-market repurchases of its common stock of up to 10% of the Fund's outstanding shares during the twelve-month period beginning January 1, 2019. The Fund expects to repurchase its common stock when the discount to NAV of the trading price of its common stock on the NYSE is greater than 10%, subject to various factors, including the ability of the Fund to raise cash to repurchase shares in a tax-efficient manner.

NOTE 4—Advisory Fees and Other Affiliated Transactions

Pursuant to an investment advisory agreement (the "Agreement"), the Fund pays the Adviser, monthly investment advisory fees calculated at an annual rate of 0.725% for the first $100 million of total net assets, 0.700% for the next $100 million of total net assets, and 0.675% for any total net assets in excess of $200 million. The Agreement obligates the Adviser to reduce its fee to the extent necessary to reimburse the Fund for any annual expenses (exclusive of interest, taxes, the cost of brokerage and research services, legal expenses related to portfolio securities, and extraordinary expenses such as litigation) in excess of 1.5% of the first $30 million and 1% of the remaining average net assets of the Fund for the year.

For the year ended December 31, 2019, the Fund paid aggregate fees and expenses of $153,332 to all Directors who are not affiliated persons of the Adviser.


25



SOURCE CAPITAL, INC.
NOTES TO FINANCIAL STATEMENTS
(continued)

December 31, 2019

NOTE 5—Federal Income Tax

No provision for federal income tax is required because the Fund has elected to be taxed as a "regulated investment company" under the Internal Revenue Code (the "Code") and intends to maintain this qualification and to distribute each year to its shareholders, in accordance with the minimum distribution requirements of the Code, its taxable net investment income and taxable net realized gains on investments.

Dividends and distributions paid to shareholders are based on net investment income and net realized gains determined on a tax reporting basis, which may differ from financial reporting. For federal income tax purposes, the Fund had the following components of distributable earnings at December 31, 2019:

Unrealized appreciation

 

$

50,895,097

   

Undistributed ordinary income

 

$

4,691,757

   

Capital loss carryover

 

$

2,416,350

   

As of December 31, 2019, the Fund had $1,021,538 of post-enactment short-term capital losses and $1,394,812 of post-enactment long-term capital losses available to offset possible future capital gains.

The tax status of distributions paid during the fiscal years ended December 31, 2019 and 2018 were as follows:

   

2019

 

2018

 

Dividends from ordinary income

 

$

2,546,898

   

$

3,618,111

   

Distributions from long-term capital gains

 

$

5,942,663

   

$

32,414,887

   

The cost of investment securities held at December 31, 2019, was $332,099,231 for federal income tax purposes. Gross unrealized appreciation and depreciation for all investments at December 31, 2019, for federal income tax purposes was $56,787,866 and $5,892,984, respectively resulting in net unrealized appreciation of $50,894,882. As of and during the year ended December 31, 2019, the Fund did not have any liability for unrecognized tax benefits. The Fund recognizes interest and penalties, if any, related to unrecognized tax benefits as income tax expense in the Statement of Operations. During the year, the Fund did not incur any interest or penalties. The statute of limitations remains open for the last 3 years, once a return is filed. No examinations are in progress at this time.

During the year ended December 31, 2019, the Fund had no reclassifications between Paid in Capital and Distributable Earnings.

NOTE 6—Disclosure of Fair Value Measurements

The Fund uses the following methods and inputs to establish the fair value of its assets and liabilities. Use of particular methods and inputs may vary over time based on availability and relevance as market and economic conditions evolve.

Equity securities are generally valued each day at the official closing price of, or the last reported sale price on, the exchange or market on which such securities principally are traded, as of the close of business on that day. If there have been no sales that day, equity securities are generally valued at the last available bid price. Securities that are unlisted and fixed-income and convertible securities listed on a national securities exchange for which the over-the-counter ("OTC") market more accurately reflects the securities' value in the judgment of the Fund's officers, are valued at the most recent bid price. However, most fixed income securities are generally valued at prices obtained from pricing vendors and brokers. Vendors value such securities based on one or more of the following inputs: transactions, bids, offers quotations from dealers and trading systems, spreads and other relationships observed in the markets among comparable securities, benchmarks, underlying equity of the issuer, and proprietary pricing models such as cash flows, financial or collateral performance and other reference data (includes prepayments, defaults, collateral, credit enhancements, and interest rate volatility). Short-term corporate notes with maturities of 60 days or less at the time of purchase are valued at amortized cost.

Securities for which representative market quotations are not readily available or are considered unreliable by the Adviser are valued as determined in good faith under procedures adopted by the authority of the Fund's Board of Directors. Various inputs may be reviewed in order to make a good faith determination of a security's value. These inputs include, but are not limited to, the type and cost of the security; contractual or legal restrictions on resale of the security; relevant financial or business developments of the issuer; actively traded similar or related securities; conversion or exchange rights on the security; related corporate actions; significant events occurring after the close of trading in the security; and changes in overall market conditions. Fair valuations and valuations of investments that are not actively trading involve judgment and may differ materially from valuations of investments that would have been used had greater market activity occurred.

The Fund classifies its assets based on three valuation methodologies. Level 1 values are based on quoted market prices in active markets for identical assets. Level 2 values are based on significant observable market inputs, such as quoted prices for similar


26



SOURCE CAPITAL, INC.
NOTES TO FINANCIAL STATEMENTS
(continued)

December 31, 2019

assets and quoted prices in inactive markets or other market observable inputs as noted above including spreads, cash flows, financial performance, prepayments, defaults, collateral, credit enhancements, and interest rate volatility. Level 3 values are based on significant unobservable inputs that reflect the Fund's determination of assumptions that market participants might reasonably use in valuing the assets. The valuation levels are not necessarily an indication of the risk associated with investing in those securities. The following table presents the valuation levels of the Fund's investments as of December 31, 2019:

Investments

 

Level 1

 

Level 2

 

Level 3

 

Total

 

Common Stocks

 

Internet Media

 

$

44,183,803

     

     

   

$

44,183,803

   

Aircraft & Parts

   

24,222,441

     

     

     

24,222,441

   

Diversified Banks

   

22,495,286

     

     

     

22,495,286

   

Semiconductor Devices

   

21,781,903

     

     

     

21,781,903

   

Cable & Satellite

   

18,538,316

     

     

     

18,538,316

   

P&C Insurance

   

14,952,942

     

     

     

14,952,942

   

Cement & Aggregates

   

14,777,568

     

     

     

14,777,568

   

Investment Companies

   

8,580,201

     

     

     

8,580,201

   

Electrical Components

   

8,203,617

     

     

     

8,203,617

   

Infrastructure Software

   

8,166,021

     

     

     

8,166,021

   

E-Commerce Discretionary

   

7,863,316

     

     

     

7,863,316

   

Banks

   

7,720,300

     

     

     

7,720,300

   

Midstream—Oil & Gas

   

6,605,400

     

     

     

6,605,400

   

Consumer Finance

   

4,585,528

     

     

     

4,585,528

   

Base Metals

   

4,457,916

     

     

     

4,457,916

   

Insurance Brokers

   

4,403,876

     

     

     

4,403,876

   

Medical Equipment

   

2,878,862

     

     

     

2,878,862

   

Application Software

   

2,519,534

     

     

     

2,519,534

   

Food & Drug Stores

   

1,863,827

     

     

     

1,863,827

   

Home Improvement

   

1,710,069

     

     

     

1,710,069

   

Energy

   

     

   

$

548,938

     

548,938

   

Closed End Fund

   

     

     

2,871,422

     

2,871,422

   

Limited Partnership

   

     

     

2,445,508

     

2,445,508

   

Commercial Mortgage-Backed Securities

 

Agency

   

   

$

1,849,551

     

     

1,849,551

   

Agency Stripped

   

     

5,609,721

     

     

5,609,721

   

Non-Agency

   

     

6,497,246

     

     

6,497,246

   

Residential Mortgage-Backed Securities

 

Agency Collateralized Mortgage Obligation

   

     

5,472,996

     

     

5,472,996

   

Agency Pool Fixed Rate

   

     

10,605,311

     

     

10,605,311

   
Non-Agency Collateralized Mortgage
Obligation
   

     

8,599,240

     

1,121,175

     

9,720,415

   

Asset-Backed Securities

 

Auto

   

     

14,959,772

     

     

14,959,772

   

Collateralized Loan Obligation

   

     

16,700,051

     

     

16,700,051

   

Credit Card

   

     

3,778,845

     

     

3,778,845

   

Equipment

   

     

9,778,935

     

579,343

     

10,358,278

   

Other

   

     

6,005,549

     

     

6,005,549

   

Corporate Bonds & Notes

   

     

1,160,369

     

     

1,160,369

   

Corporate Bank Debt

   

     

11,136,128

     

9,707,633

     

20,843,761

   

U.S. Treasuries

   

     

11,484,654

     

     

11,484,654

   

Short-Term Investment

   

     

21,571,000

     

     

21,571,000

   
   

$

230,510,726

   

$

135,209,368

   

$

17,274,019

   

$

382,994,113

   
                   


27



SOURCE CAPITAL, INC.
NOTES TO FINANCIAL STATEMENTS
(continued)

December 31, 2019

The following table summarizes the Fund's Level 3 investment securities and related transactions during the year ended December 31, 2019:

Investments

  Beginning
Value at
December 31,
2018
  Net Realized and
Unrealized Gains
(Losses)*
 

Purchases

 

(Sales)

  Gross
Transfers
In (Out)
  Ending
Value at
December 31,
2019
  Net Change in
Unrealized
Appreciation
(Depreciation)
related to
Investments held
at December 31,
2019
 
Residential
Mortgage-Backed
Securities
Non-Agency
Collateralized
Mortgage
Obligation
 

$

353,935

   

$

2,335

   

$

1,120,998

     

   

$

(356,093

)

 

$

1,121,175

   

$

175

   
Asset-Backed
Securities
Equipment
   

883,324

     

5,711

     

   

$

(309,692

)

   

     

579,343

     

5,527

   
Asset-Backed
Securities
Other
   

1,252,402

     

10,718

     

     

(1,263,120

)

   

     

     

   
Corporate
Bonds & Notes
   

100,723

     

(15,712

)

   

     

(85,011

)

   

     

     

   
Corporate
Bank Debt
   

1,672,614

     

33,202

     

8,564,812

     

(562,995

)

   

     

9,707,633

     

19,722

   

Common Stocks

   

     

(141,769

)

   

690,707

     

     

     

548,938

     

(141,769

)

 

Limited Partnerships

   

     

     

2,445,508

     

         

2,445,508

     

   

Closed End Fund

   

     

1,578,159

     

1,293,263

     

     

     

2,871,422

     

1,578,159

   
   

$

4,262,998

   

$

1,472,644

   

$

14,115,288

   

$

(2,220,818

)

 

$

(356,093

)

 

$

17,274,019

   

$

1,461,814

   
                               

*  Net realized and unrealized gains (losses) are included in the related amounts in the statement of operations.

Level 3 Valuation Process: Investments classified within Level 3 of the fair value hierarchy are valued by the Adviser in good faith under procedures adopted by authority of the Fund's Board of Directors. The Adviser employs various methods to determine fair valuations including regular review of key inputs and assumptions, and review of related market activity, if any. However, there are generally no observable trade activities in these securities. The Adviser reports to the Board of Directors at their regularly scheduled quarterly meetings, or more often if warranted. The report includes a summary of the results of the process, the key inputs and assumptions noted, and any changes to the inputs and assumptions used. When appropriate, the Adviser will recommend changes to the procedures and process employed. The value determined for an investment using the fair value procedures may differ significantly from the value realized upon the sale of such investment. Transfers of investments between different levels of the fair value hierarchy are recorded at fair value as of the end of the reporting period. There were no transfers between Level 1 and 2.

There were transfers of $356,093 out of Level 3 into Level 2 during the year ended December 31, 2019. Transfers out were due to change in valuation technique from single broker quoted to vendor priced.


28



SOURCE CAPITAL, INC.
NOTES TO FINANCIAL STATEMENTS
(continued)

December 31, 2019

The following table summarizes the quantitative inputs and assumptions used for items categorized as Level 3 within the fair value hierarchy as of December 31, 2019:

Financial Assets

  Fair Value at
December 31, 2019
  Valuation
Technique(s)
  Unobservable
Inputs
 

Price/Range

 

Common Stock

 

$

548,939

   

Restricted Assets(a)

 

Quotes/Prices

 

$

6.50

   

Closed-End Fund

 

$

2,871,422

   

Restricted Assets(a)

 

Quotes/Prices

 

$

20.19

   
Residential
Mortgage-Backed
Securities—
Non-Agency
Collateralized
Mortgage
Obligation
 

$

1,121,175

   

Third-Party Broker Quote(b)

 

Quotes/Prices

 

$

100.02

   
Asset-Backed
Securities—
Equipment
 

$

679,343

   

Third-Party Broker Quote(b)

 

Quotes/Prices

 

$

98.42

   
Corporate Bank
Debt
 

$

1,098,412

   

Pricing Model(c)

 

Amortized Cost

 

$

99.24

   
   

$

7,048,490

   

Most Recent Capitalization (Funding)(d)

 

Cost

 

$

99.02-$100.00

   
   

$

1,560,731

   

Pricing Vendor

 

Quotes/Prices

 

$

99.49-$99.95

   

Limited Partnerships

 

$

2,445,508

   

Most Recent Capitalization (Funding)(d)

 

Cost

 

$

100.00

   

(a)  The fair value is based on the recent trade activity obtained from market makers in this security.

(b)  The Third Party Broker Quote technique involves obtaining an independent third-party broker quote for the security

(c)  The Pricing Model technique for Level 3 securities involves amortized cost. If the financial condition of the underlying assets were to deteriorate, of if the market comparables were to fall, the value of this investment could be lower.

(d)  The significant unobservable inputs used in the fair value measurement are based on the most recent funding. If the financial condition of the underlying assets were to deteriorate, or if the market comparables were to fall, the value of this investment could be lower.

NOTE 7—Collateral Requirements

FASB ASU No. 2011-11, Disclosures about Offsetting Assets and Liabilities, requires disclosures to make financial statements that are prepared under U.S. GAAP more comparable to those prepared under International Financial Reporting Standards. Under this guidance the Fund discloses both gross and net information about instruments and transactions eligible for offset such as instruments and transactions subject to an agreement similar to a master netting arrangement. In addition, the Fund discloses collateral received and posted in connection with master netting agreements or similar arrangements. The Fund did not hold derivative positions during the year ended December 31, 2019.

The following table presents the Fund's repurchase agreements by counterparty net of amounts available for offset under an International Swaps and Derivatives Association, Inc. Master Agreement ("ISDA Master Agreement") or similar agreements and net of the related collateral received or pledged by the Fund as of December 31, 2019, are as follows:

    Gross Amounts Not Offset in the
Statement of Assets and Liabilities
 

Counterparty

  Gross Assets
(Liabilities)
in the Statement of
Assets and Liabilities
  Collateral
(Received)
Pledged
  Assets (Liabilities)
Available for Offset
  Net Amount
of Assets
(Liabilities)*
 
State Street Bank
and Trust Company:
 

Repurchases Agreement

 

$

21,571,000

   

$

(21,571,000

)**

   

     

   

*  Represents the net amount receivable from the counterparty in the event of default.

**  Collateral with a value of $22,004,167 has been received in connection with a master repurchase agreement. Excess of collateral received from the individual master repurchase agreement is not shown for financial reporting purposes.


29



SOURCE CAPITAL, INC.
NOTES TO FINANCIAL STATEMENTS
(continued)

December 31, 2019

NOTE 8—Commitments

For the year ended December 31, 2019, the Fund was liable for the following unfunded commitments:

Security

  Unfunded
Commitment
 

McDermott International, Inc., 1M USD LIBOR + 4.2500%—6.013% 5/10/2023

 

$

650,000

   

McDermott Technology Americas, Inc., 1M USD LIBOR + 10.000%—11.823% 10/21/2021

 

$

1,962,461

   

McDermott Technology America, Inc., 1M USD LIBOR + 4.250%—6.350% 5/4/2023

 

$

2,586,465

   

Silverpeak Credit Opportunities LP

 

$

1,054,492

   

NOTE 9—Purchases and Sales of Investment Securities

Cost of purchases of investment securities (excluding short-term investments) aggregated $108,665,924 for the year ended December 31, 2019. The proceeds and cost of securities sold resulting in net realized losses of $2,822,089 aggregated $98,837,280 and $101,659,369, respectively, for the year ended December 31, 2019. Realized gains or losses are based on the specific identification method.


30



SOURCE CAPITAL, INC.
REPORT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM

TO THE SHAREHOLDERS AND
BOARD OF DIRECTORS OF SOURCE CAPITAL, INC.

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities of Source Capital, Inc. (the "Fund") including the portfolio of investments, as of December 31, 2019, the related statement of operations for the year then ended, the statement of changes in net assets and the financial highlights for each of the two years in the period then ended and the related notes (collectively referred to as the "financial statements"). The financial highlights for the years ended December 31, 2015, December 31, 2016, and December 31, 2017 were audited by another independent registered public accounting firm whose report, dated February 20, 2018, expressed an unqualified opinion on those financial highlights. In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund at December 31, 2019, the results of its operations for the year then ended, and the changes in its net assets and its financial highlights for each of the two years in the period then ended, in conformity with U.S. generally accepted accounting principles.

Basis for Opinion

These financial statements are the responsibility of the Fund's management. Our responsibility is to express an opinion on the Fund's financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Fund is not required to have, nor were we engaged to perform, an audit of the Fund's internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Fund's internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of December 31, 2019, by correspondence with the custodian and brokers or by other appropriate auditing procedures where replies from brokers were not received. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

We have served as the auditor of one or more FPA investment companies since 2018.

Los Angeles, CA
February 26, 2020


31



SOURCE CAPITAL, INC.
APPROVAL OF INVESTMENT ADVISORY AGREEMENT

(Unaudited)

Approval of the Advisory Agreement. At a meeting of the Board of Directors held on August 12, 2019, the Directors approved the continuation of the advisory agreement between the Fund and the Adviser (the "Advisory Agreement") for an additional one-year period through September 30, 2020, on the recommendation of the Independent Directors, who met in executive session on August 12, 2019 prior to the Board meeting to review and discuss the proposed continuation of the Advisory Agreement. The Board had also met on July 8, 2019, with the Independent Directors meeting separately prior to the Meeting in executive session with the management of the Adviser and then separately with independent counsel to evaluate the renewal of the Advisory Agreement. Prior to their July 8 meeting, the Independent Directors, through their independent counsel, had requested and received extensive materials prepared in connection with the review of the Advisory Agreements. The materials provided a broad range of information regarding the Fund, including a description of, among other matters, the terms of the Advisory Agreement; the services provided by the Adviser; the experience of the relevant investment personnel; the Fund's performance in absolute terms and as compared to the performance of peers and appropriate benchmark(s); the fees and expenses of the Fund in absolute terms and as compared to peers; and the profitability of the Adviser from serving as adviser to the Fund. Following their review at the July 8 meeting, the Independent Directors requested (through their independent counsel) and received supplemental information and responses to a number of questions relating to the materials provided by the Adviser.

In addition, the Board met regularly throughout the year and received information on a variety of topics that were relevant to its annual consideration of the renewal of the Advisory Agreement including, among other matters, Fund investment performance, compliance, risk management, liquidity, valuation, trade execution and other matters relating to Fund operations. The Independent Directors also had met with management of the Adviser (including key investment personnel) at their quarterly meetings as well as with management at other times between the quarterly meetings throughout the year. The materials specifically provided in connection with the annual review of the Advisory Agreement supplement the information received throughout the year.

At their regular Board meetings and executive sessions, the Independent Directors were also assisted by independent legal counsel. In addition to the materials provided by the Adviser, the Independent Directors received a legal memorandum from independent counsel that outlined, among other matters: the duties of the Independent Directors and relevant requirements under the 1940 Act; the general principles under state law relevant to considering the approval of advisory contracts; an adviser's fiduciary duty with respect to advisory agreements and compensation; the standards used by courts in determining whether investment advisers and investment company boards of trustees have fulfilled their duties; and factors to be considered by the Independent Directors when voting on advisory agreements. During executive session, independent legal counsel reviewed with the Independent Directors these duties, standards and factors summarized in the legal memorandum described above. The following paragraphs summarize the material information and factors considered by the Board and the Independent Directors, as well as the Directors' conclusions relative to such factors.

Nature, Extent and Quality of Services. The Board and the Independent Directors considered information provided by the Adviser in response to their requests, as well as information provided throughout the year regarding: the Investment Adviser and its staffing in connection with the Fund, including the Fund's portfolio manager; the scope of services supervised and provided by the Adviser; and the absence of any significant service problems reported to the Board. The Board and the Independent Directors noted that the Fund has one investment team for the equity and asset allocation portion of the Fund and another for the fixed income portion of the Fund. The equity and asset allocation portion of the Fund is managed by Steven Romick, who joined the Adviser in 1996, Brian A. Selmo, who joined the Adviser in 2008 and Mark Landecker, who joined the Adviser in 2009. The fixed income portion of the Fund is managed by Tom Atteberry, who joined the Advisor in 1997, and Abhijeet V. Patwardhan, who joined the Adviser in 2010. The Adviser noted that both portfolio management teams are supported by a team of analysts. After discussion, the

Board and the Independent Directors concluded that the nature, extent, and quality of services provided by the Adviser have benefited and should continue to benefit the Fund and its shareholders.

Investment Performance. The Board and the Independent Directors reviewed the overall investment performance of the Fund. They also received information from an independent consultant, Broadridge, regarding the Fund's performance relative to a peer group non-leveraged closed-end core funds selected by Broadridge ("Peer Group"). The Board and the Independent Directors recognize that the Fund's investment strategy is less than 4 years old and has not yet had time to develop a meaningful, long-term track record. However, in light of the Fund's and the Adviser's long history, the Board and the Independent Directors noted the Adviser's experience and track record, as well as the Fund's long-term investment performance. In addition, the Fund underperformed the Fund's blended benchmark, S&P 500 Index/Barclays Aggregate Index for the one-year period ending March 31, 2019. The Board and the Independent Directors concluded that the Adviser's continued management of the Fund should benefit the Fund and its shareholders

Advisory Fees and Fund Expenses; Comparison with Peer Group and Institutional Fees. The Board and the Independent Directors considered information provided by the Adviser regarding the Fund's advisory fees and total expense levels. The Board and


32



SOURCE CAPITAL, INC.
APPROVAL OF INVESTMENT ADVISORY AGREEMENT

(Unaudited) Continued

the Independent Directors reviewed comparative information regarding fees and expenses for the Peer Group. The Directors noted that the Fund's fees and expenses were at the low end of the range relative to the Peer Group. The Board and the Independent Directors noted that the fee rate charged to the Fund at its current asset level is similar to the fee rate charged by the Adviser on the other products managed in a similar style by the portfolio managers. The Board and the Independent Directors concluded that the continued payment of advisory fees and expenses by the Fund to the Adviser was fair and reasonable and should continue to benefit the Fund and its shareholders.

Adviser Profitability and Costs. The Board and the Independent Directors considered information provided by the Adviser regarding the Adviser's costs in providing services to the Fund, the profitability of the Adviser and the benefits to the Adviser from its relationship to the Fund. They reviewed and considered the Adviser's representations regarding its assumptions and methods of allocating certain costs, such as personnel costs, which constitute the Adviser's largest operating cost, with respect to the provision of investment advisory services. In evaluating the Adviser's profitability, they excluded certain distribution and marketing-related expenses. The Board and the Independent Directors recognized that the Adviser is entitled under the law to earn a reasonable level of profits for the services that it provides to the Fund. The Board and the Independent Directors concluded that the Adviser's level of profitability from its relationship with the Fund did not indicate that the Adviser's compensation was unreasonable or excessive.

Economies of Scale and Sharing of Economies of Scale. The Board and the Independent Directors considered whether there have been economies of scale with respect to the management of the Fund, whether the Fund has appropriately benefited from any economies of scale, and whether the fee rate is reasonable in relation to the Fund's asset levels and any economies of scale that may exist. The Board and the Independent Directors considered the Adviser's representation that its internal costs of providing investment management services to the Fund have significantly increased in recent years as a result of a number of factors, including new or increased administrative expenses resulting from recent legislative and regulatory requirements. The Board and the Independent Directors considered both quantitative and qualitative information regarding the Adviser's representation that it has also made significant investments in: (1) the portfolio management teams, analysts, traders and other investment personnel who assist with the management of the Fund; (2) new compliance, operations, and administrative personnel; (3) information technology, portfolio accounting and trading systems; and (4) office space, each of which enhances the quality of services provided to the Fund. The Board and the Independent Directors considered information regarding the Adviser's representation that such increased costs have also included a significant investment in the investment management team, and additions to administrative personnel and systems that enhance the quality of services provided to the Fund. The Board noted that the Fund does not charge sales loads.

The Independent Directors noted that the fee rate contained breakpoints as the Fund's assets increased. They considered that many registered funds have breakpoints in the advisory fee structure as a means by which to share in the benefits of potential economies of scale as a fund's assets grow. They also considered that not all funds have breakpoints in their fee structures and that breakpoints are not the exclusive means of sharing potential economies of scale. The Board and the Independent Directors considered the Adviser's statement that it believes that additional breakpoints would not be appropriate for the Fund at this time given the ongoing investments the Adviser is making in its business for the benefit of the Fund, uncertainties regarding the direction of the economy, rising inflation, increasing costs for personnel and systems, and growth or contraction in the Fund's assets, all of which could negatively impact the profitability of the Adviser. In addition, the Adviser noted that since the Fund is a closed-end fund, and based upon the Fund's current operating policies, the ability to raise additional assets is limited, and that the Fund's asset level had decreased from distributions resulting from the transition to the Fund's new investment program and from share repurchases. The Board and the Independent Directors noted that the Adviser had not proposed to increase the fee rate charged to the Fund despite the Adviser's representation that its internal costs of providing investment management services to the Fund have increased significantly in recent years as a result of a number of factors, including the Adviser's substantial investment in additional professional resources and staffing. The Board and the Independent Directors concluded that the Fund is benefitting from the ongoing investments made by the Adviser in its team of personnel serving the Fund and in the Adviser's service infrastructure, and that in light of these investments, additional breakpoints in the Fund's advisory fee structure were not warranted at current asset levels.

Ancillary Benefits. The Board and the Independent Directors considered other actual and potential benefits to the Adviser from managing the Fund, including the acquisition and use of research services with commissions generated by the Fund, in concluding that the Contractual advisory and other fees are fair and reasonable for the Fund. They noted that the Adviser does not have any affiliates that benefit from the Adviser's relationship to the Fund.

Conclusions. The Board and the Independent Directors determined that the Fund continues to benefit from the services of the Adviser's highly experienced portfolio management teams, which has produced reasonable long-term returns. In addition, the Board and the Independent Directors agreed that the Fund continues to receive high quality services from the Adviser. The Board and the Independent Directors concluded that the current advisory fee rate is reasonable and fair to the Fund and its shareholders in light of


33



SOURCE CAPITAL, INC.
APPROVAL OF INVESTMENT ADVISORY AGREEMENT

(Unaudited) Continued

the nature and quality of the services provided by the Adviser and the Adviser's profitability and costs. The Board and the Independent Directors also noted their intention to continue monitoring the factors relevant to the Adviser's compensation, such as changes in the Fund's asset levels, changes in portfolio management personnel and the cost and quality of the services provided by the Adviser to the Fund. On the basis of the foregoing, and without assigning particular weight to any single factor, none of which was dispositive, the Board and the Independent Directors concluded that it would be in the best interests of the Fund to continue to be advised and managed by the Adviser and determined to approve the continuation of the current Advisory Agreement for another one-year period through September 30, 2020.


34



SOURCE CAPITAL, INC.
PRIVACY POLICY

(Unaudited)

The FPA Funds consider customer privacy to be an essential part of their investor relationships and are committed to maintaining the confidentiality, integrity and security of their current, prospective and former investors' non-public personal information. The FPA Funds have developed policies that are designed to protect this confidentiality, while permitting investor needs to be served.

Obtaining Personal Information

While providing investors with products and services, the FPA Funds, and certain service providers, such as the FPA Fund's Transfer Agents and/or Administrators, may obtain non-public personal information about investors, which may come from sources such as (i) account applications, subscription agreements and other forms, (ii) written, electronic or verbal correspondence, (iii) investor transactions, (iv) an investor's brokerage or financial advisory firm, financial advisor or consultant, and/or (v) from information captured on applicable websites. The non-public personal information that may be collected from investors may include the investor's name, address, tax identification number, birth date, investment selection, beneficiary information, and possibly the investor's personal bank account information and/or email address if the investor has provided that information, as well as the investor's transaction and account history with the FPA Funds.

Respecting Your Privacy

The FPA Funds do not disclose any non-public personal information provided by investors or gathered by the FPA Funds to third parties, except as required or permitted by law or as necessary for such third parties to perform their agreements with respect to the FPA Funds. Non-affiliated companies may from time to time be used to provide certain services, such as maintaining investor accounts, preparing and mailing prospectuses, reports, account statements and other information, and gathering shareholder proxies. In many instances, the investors will be clients of a third party, but the FPA Funds may also provide an investor's personal and account information to the investor's respective brokerage or financial advisory firm and/or financial advisor or consultant.

Sharing Information with Third Parties

The FPA Funds reserve the right to report or disclose personal or account information to third parties in circumstances where the FPA Funds believe in good faith that disclosure is required or permitted under law, to cooperate with regulators or law enforcement authorities, to protect their rights or property, or upon reasonable request by the FPA Funds in which an investor has invested. In addition, the FPA Funds may disclose information about an investor or an investor's accounts to a third party at the investor's request or with the consent of the investor.

Procedures to Safeguard Private Information

The FPA Funds are committed to their obligation to safeguard investor non-public personal information. In addition to this policy, the FPA Funds have implemented procedures that are designed to limit access to an investor's non-public personal information to internal personnel who require the information to complete tasks, such as processing transactions, maintaining client accounts or otherwise providing services the investor requested. Physical, electronic and procedural safeguards are in place to guard an investor's non-public personal information.

Information Collected from Websites

Websites maintained by the FPA Funds or its service providers may use a variety of technologies to collect information that helps the FPA Funds and their service providers understand how the website is used. Information collected from your web browser (including small files stored on your device that are commonly referred to as "cookies") allow the websites to recognize your web browser and help to personalize and improve your user experience and enhance navigation of the website. If you are a registered user of the FPA Funds' and/or their service providers' website, the FPA Funds, their service providers, or third party firms engaged by the FPA Funds and/or their service providers, may collect or share information submitted by you, which may include personally identifiable information. You can change your cookie preferences by changing the setting on your web browser to delete or reject cookies. If you delete or reject cookies, some website pages may not function properly. The FPA Funds do not look for web browser "do not track" requests.

Changes to the Privacy Policy

From time to time, the FPA Funds may update or revise this privacy policy. If there are changes to the terms of this privacy policy, documents containing the revised policy on the relevant website will be updated.

FPA Funds

FPA Capital Fund, Inc., FPA Crescent Fund, FPA International Value Fund, FPA New Income, Inc., FPA Flexible Fixed Income Fund, FPA Paramount Fund, Inc., FPA U.S. Value Fund, Inc., Source Capital, Inc.

Revised: January, 2019


35



SOURCE CAPITAL, INC.
DIRECTOR AND OFFICER INFORMATION

(Unaudited)

Sandra Brown, Mark L. Lipson, Alfred E. Osborne, Jr., A. Robert Pisano, and Patrick B. Purcell are all Directors of the Fund who are not "interested persons" of the Fund, as that term is defined in the 1940 Act (collectively, the "Independent Trustees"). Trustees serve until their resignation, removal or retirement.

Name, Address(1)
and Year of Birth
  Position(s)
Held with
the Fund
  Year First
Elected as
Director of
the Fund
  Principal Occupation(s)
During the
Past Five Years
  Number of
FPA Funds
Overseen
by Director
  Other
Directorships
Held by Director
During the Past
Five Years
 

Independent Directors

 
Sandra Brown,
1955
 

Director

 

2016

 

Consultant (since 2009). Formerly, CEO and President of Transamerica Financial Advisers, Inc. (1999-2009); President, Transamerica Securities Sales Corp. (1998-2009); Vice President, Bank of America Mutual Fund Administration (1990-1998). Director/Trustee of FPA Capital, Inc., FPA Funds Trust, FPA New Income, Inc., FPA Paramount Fund, Inc., FPA U.S. Value Fund, Inc. and Source Capital, Inc. (since October 2016).

 

8

 

None

 
Mark L. Lipson,
1949
 

Director & Chairman

 

2015

 

Registered Investment Adviser, ML2 Advisors, LLC (since 2014). Formerly Managing Director, Bessemer Trust (2007-2014) and US Trust (2003-2006); Chairman and CEO of the Northstar Mutual Funds (1993-2001); and President and CEO of the National Mutual Funds (1988-1993). Director/Trustee of FPA Capital, Inc., FPA Funds Trust, FPA New Income, Inc., FPA Paramount Fund, Inc., FPA U.S. Value Fund, Inc. and Source Capital, Inc. (since October 2015).

 

8

 

None

 
Alfred E. Osborne, Jr.,
1944
 

Director

 

2013

 

Senior Associate Dean, (since July 2003), Interim Dean (July 2018-June 2019), Professor and Faculty Director Price Center for Entrepreneurship and Innovation at the John E. Anderson School of Management at UCLA. Dr. Osborne has been at UCLA since 1972. Director/Trustee of FPA Capital Fund, Inc. and FPA New Income, Inc. (since 1999), of FPA Funds Trust (since 2002), of FPA Paramount Fund, Inc., FPA U.S. Value Fund, Inc. and Source Capital, Inc. (since 2013).

 

8

 

Kaiser Aluminum, and Wedbush, Inc.

 
A. Robert Pisano,
1943
 

Director

 

2013

 

Consultant (since 2012). Formerly, President and Chief Operating Officer of The Motion Picture Association of America, Inc. (October 2005-2011). Formerly, National Executive Director and Chief Executive Officer of The Screen Actors Guild (2001-2005). Director/Trustee of FPA Paramount Fund, Inc. and FPA U.S. Value Fund, Inc. (since 2012), and of FPA Capital, Inc., FPA Funds Trust, FPA New Income, Inc. and Source Capital, Inc. (since 2013).

 

8

 

Resources Global Professionals

 
Patrick B. Purcell,
1943
 

Director

 

2010

 

Retired (since 2000). Formerly, Consultant to Paramount Pictures 1998-2000; Executive Vice President, Chief Financial and Administrative Officer of Paramount Pictures (1983-1998). Director/Trustee of FPA Capital, Inc., FPA Funds Trust and FPA New Income, Inc. (since 2006), of Source Capital, Inc. (since 2010), of FPA U.S. Value Fund, Inc. and FPA Paramount Fund, Inc. (since 2012).

 

8

 

None

 


36



SOURCE CAPITAL, INC.
DIRECTOR AND OFFICER INFORMATION

(Unaudited) (Continued)

Name, Address(1)
and Year of Birth
  Position(s)
Held with
the Fund
  Year First
Elected as
Director of
the Fund
  Principal Occupation(s)
During the
Past Five Years
  Number of
FPA Funds
Overseen
by Director
  Other
Directorships
Held by Director
During the Past
Five Years
 

"Interested" Director(2)

 
J. Richard Atwood,
1960
 

Director

 

2016

 

Director and President of FPA GP, Inc., the General Partner of the Adviser (since October 2018). Director/Trustee of each FPA Fund (since 2016). President of each FPA Fund (since 2015). Formerly, Managing Partner of FPA (2006-2018). Formerly, until 2015, Treasurer of each FPA Fund for more than the past five years.

 

8

 

None

 

(1)  The address of each Director is 11601 Wilshire Boulevard, Suite 1200, Los Angeles, California 90025.

(2)  "Interested person" within the meaning of the 1940 Act by virtue of their affiliation with the Fund's Adviser.


37



SOURCE CAPITAL, INC.
DIRECTOR AND OFFICER INFORMATION

(Unaudited) (Continued)

Officers of the Fund. Officers of the Fund are elected annually by the Board.

Name, Address(1)
and Year of Birth
  Position
with Fund
  Year First
Elected as
Officer of the
Fund
  Principal Occupation(s)
During the Past Five Years
 
Steven Romick,
1963
 

Vice President and Portfolio Manager

 

2015

 

Director and President of FPA GP, Inc., the General Partner of the Adviser (since October 2018). Vice President (since February 2015) and Portfolio Manager of FPA Crescent Fund, a series of FPA Funds Trust (since June 1993) and of Source Capital, Inc. (since 2015). Formerly, Managing Partner of FPA (2010-2018). Formerly, President of the Trust (2002-2015).

 
Mark Landecker,
1975
 

Vice President and Portfolio Manager

 

2015

 

Partner of FPA (since December 2013). Formerly, Vice President of FPA (2009-2012). Vice President and Portfolio Manager of Source Capital, Inc. (since December 2015) and Vice President (since May 2015) and Portfolio Manager (since June 2013) of the FPA Crescent Fund, a series of the FPA Funds Trust. Formerly, Managing Director (January 2013-December 2013).

 
Brian Selmo,
1977
 

Vice President and Portfolio Manager

 

2015

 

Partner of FPA (since December 2013). Vice President and Portfolio Manager of Source Capital, Inc. (since December 2015) and Vice President (since May 2015) and Portfolio Manager (since June 2013) of the FPA Crescent Fund, a series of the FPA Funds Trust. Formerly, Managing Director (January 2013-December 2013).

 
Thomas. H. Atteberry,
1953
 

Vice President and Portfolio Manager

 

2015

 

Partner of FPA. Vice President and Portfolio Manager of Source Capital, Inc. (since December 2015), Vice President (since June 2015), Portfolio Manager of FPA New Income, Inc. (since November 2004), and Portfolio Manager of FPA Flexible Fixed Income Fund, a series of FPA Funds Trust (since December 2018).

 
Abhijeet Patwardhan,
1980
 

Vice President and Portfolio Manager

 

2015

 

Partner (since January 2017) and a Director of Research (since April 2015) of FPA. Vice President and Portfolio Manager of Source Capital, Inc. (since December 2015), Vice President and Portfolio Manager of the FPA New Income, Inc. (since November 2015) and Portfolio Manager of FPA Flexible Fixed Income Fund, a series of FPA Funds Trust (since December 2018). Formerly; Managing Director of FPA from November 2015 to January 2017. Formerly, Senior Vice President of FPA from January 2014 to November 2015.

 
J. Richard Atwood,
1960
 

President

 

1997

 

Director and President of FPA GP, Inc., the General Partner of FPA (since October 2018). Director/Trustee of each FPA Fund (since May 2016). President of each FPA Fund (since February 2015). Formerly, Managing Partner of FPA (2006-2018). Formerly, until February 2015, Treasurer of each FPA Fund for more than the past five years.

 
Karen E. Richards,
1969
 

Chief Compliance Officer

 

2019

 

Chief Compliance Officer of FPA (since August 2018). Formerly, Deputy Chief Compliance Officer of First Republic Investment Management, LLC (from February 2016 to March 2018), and Vice President, Senior Compliance Officer of Pacific Investment Management Company (from June 2010 to January 2016).

 
E. Lake Setzler III,
1967
 

Treasurer

 

2006

 

Senior Vice President (since January 2013) and Controller of FPA; and Treasurer of each FPA Fund (since February 2015). Formerly, until February 2015, Assistant Treasurer of each FPA Fund (February 2006 to February 2015).

 
Rebecca D. Gilding,
1979
 

Secretary

 

2019

 

Vice President and Counsel, State Street Bank and Trust Company (since April 2016). Formerly, Assistant Vice President and Associate Counsel, Brown Brothers Harriman & Co. (September 2013 to April 2016).

 

(1)  The address for each Officer (except Ms. Gilding) is 11601 Wilshire Boulevard, Suite 1200, Los Angeles, California 90025. Ms. Gilding's address is State Street Bank and Trust Company, One Lincoln Street, Boston, Massachusetts 02111.


38



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SOURCE CAPITAL, INC.

(Unaudited)

INVESTMENT ADVISER

First Pacific Advisors, LP
11601 Wilshire Blvd., Suite 1200
Los Angeles, California 90025
(800) 982-4372 or (310) 473-0225

CUSTODIAN AND ADMINISTRATOR

State Street Bank and Trust Company
One Lincoln Street
Boston, Massachusetts 02111

LEGAL COUSEL

Dechert LLP
One Bust Street, Suite 1600
San Francisco, California 94104

TRANSFER AND SHAREHOLDER SERVICE AGENT AND REGISTRAR

American Stock Transfer &
Trust Company, LLC
6201 15th Avenue
Brooklyn, New York 11219
(800) 279-1241 or (718) 921-8124
www.amstock.com

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Ernst & Young LLP
725 South Figueroa Street
Los Angeles, California 900017

STOCK EXCHANGE LISTING

New York Stock Exchange: SOR

SUMMARY OF DIVIDEND REINVESTMENT PLAN

Holders of record (other than brokers or nominees of banks and other financial institutions) of Common Stock are eligible to participate in the Dividend Reinvestment Plan ("Plan"), pursuant to which distributions to shareholders are paid in or reinvested in shares of Common Stock of the Fund ("Dividend Shares"). American Stock Transfer & Trust Company, LLC, acts as the "Agent" for Plan participants. All correspondence with the Agent should be sent to: American Stock Transfer & Trust Company, LLC, Attn: Shareholder Relations Department, 6201 15th Avenue, Brooklyn, New York, 11219.

A shareholder may join the Plan by signing and returning an authorization form that may be obtained from the Agent. A shareholder may elect to withdraw from the Plan at any time by written notice to the Agent and thereby elect to receive cash in lieu of Dividend Shares. There is no penalty for withdrawal from the Plan, and shareholders who have previously withdrawn from the Plan may rejoin at any time. The Fund reserves the right to amend or terminate the Plan.

Purchases of the Fund's shares are made by the Agent, on behalf of the participants in the Plan, promptly after receipt of funds, and in no event later than 30 days from such receipt except when restricted under applicable federal securities laws. The Agent purchases outstanding shares in the market when the price plus estimated commissions of the Fund's Common Stock on the NYSE is lower than the Fund's most recently calculated net asset value per share. To the extent that outstanding shares are not available at a cost of less than per share net asset value, the Agent, on behalf of the participants in the Plan, accepts payment of the dividend, or the remaining portion thereof, in authorized but unissued shares of Common Stock of the Fund on the payment date. Such shares are issued at a per share price equal to the higher of (1) the net asset value per share on the payment date, or (2) 95% of the closing market price per share on the payment date. There are no brokerage charges with respect to shares issued

directly by the Fund to satisfy the dividend reinvestment requirements. However, each participant pays a pro rata share of brokerage commissions incurred with respect to the Agent's open market purchases of shares. In each case, the cost per share of shares purchased for each shareholder's account is the average cost, including brokerage commissions, of any shares purchased in the open market plus the cost of any shares issued by the Fund.

For Federal income tax purposes, shareholders who reinvest distributions are treated as receiving distributions in an amount equal to the fair market value, determined as of the payment date, of the shares received if the shares are purchased from the Fund. Such value may exceed the amount of the cash distribution that would have been paid. If outstanding shares are purchased in the open market, the taxable distribution equals the cash distribution that would have been paid. In either event, the cost basis in the shares received equals the amount recognized as a taxable distribution.

In the case of foreign participants whose dividends are subject to United States income tax withholding and in the case of any participants subject to 31% federal backup withholding, the Agent will reinvest dividends after deduction of the amount required to be withheld.

All record holders of Common Stock are also offered the opportunity, on a voluntary basis, to send in cash payments of not less than $100 each up to a total of $7,500 per month to purchase additional shares of the Common Stock of the Fund through participation in the Cash Investment Plan ("Cash Plan"). Under the Cash Plan, shares are purchased in the market and no shares are issued by the Fund. A brochure describing the terms and conditions of the Cash Plan, including fees and expenses, is available from the Agent.


41



SOURCE CAPITAL, INC.

11601 Wilshire Boulevard, Suite 1200
Los Angeles, California 90025



 

Item 2.  Code of Ethics.

 

(a)                                 The registrant has adopted a code of ethics that applies to the registrant’s principal executive and financial officers.

 

(b)                                 Not applicable.

 

(c)                                  During the period covered by this report, there were no amendments to the provisions of the code of ethics adopted in 2(a) above.

 

(d)                                 During the period covered by this report, there were not any implicit or explicit waivers to the provisions of the code of ethics adopted in 2(a).

 

(e)                                  Not applicable.

 

(f)                                   A copy of the registrant’s code of ethics is filed as an exhibit to this Form N-CSR.

 

Item 3.  Audit Committee Financial Expert.

 

The registrant’s board of directors has determined that Patrick B. Purcell, who is a member of the registrant’s audit committee and board of directors, is an “audit committee financial expert” and is “independent,” as those terms are defined in this Item.  This designation will not increase the designee’s duties, obligations or liability as compared to his duties, obligations or liability as a member of the audit committee and of the board of directors. This designation does not affect the duties, obligations or liability of any other member of the audit committee or the board of directors.

 

Item 4.  Principal Accountant Fees and Services.

 

 

 

2018

 

2019

 

(a)

Audit Fees

 

$

50,400

 

$

51,000

 

(b)

Audit Related Fees

 

$

-0-

 

$

-0-

 

(c)

Tax Fees(1)

 

$

6,300

 

$

6,400

 

(d)

All Other Fees(2)

 

$

-0-

 

$

833

 

 


(1)         Tax fees are for the preparation of the registrant’s tax return(s).

(2)   Other fees are for the identification of any PFIC holdings in the Fund.

 

(e)(1)                   The audit committee shall pre-approve all audit and permissible non-audit services that the committee considers compatible with maintaining the independent auditors’ independence.  The pre-approval requirement will extend to all non-audit services provided to the registrant, the adviser, and any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the registrant, if the engagement relates directly to the operations and financial reporting of the registrant; provided, however, that an engagement of the registrant’s independent auditors to perform attest services for the registrant, the adviser or its affiliates required by generally accepted auditing standards to complete the examination of the

 


 

registrant’s financial statements (such as an examination conducted in accordance with Statement on Standards for Attestation Engagements Number 16, or a Successor Statement, issued by the American Institute of Certified Public Accountants), will be deem pre-approved if:

 

(i)                                     the registrant’s independent auditors inform the audit committee of the engagement,

 

(ii)                                  the registrant’s independent auditors advise the audit committee at least annually that the performance of this engagement will not impair the independent auditor’s independence with respect to the registrant, and

 

(iii)                               the audit committee receives a copy of the independent auditor’s report prepared in connection with such services.  The committee may delegate to one or more committee members the authority to review and pre-approve audit and permissible non-audit services.  Actions taken under any such delegation will be reported to the full committee at its next meeting.

 

(e)(2)                   0% of the services provided to the registrant described in paragraphs b-d of this Item were approved by the Audit Committee pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.  There were no services provided to the investment adviser or any entity controlling, controlled by or under common control with the adviser described in paragraphs (b) — (d) of this Item that were required to be pre-approved by the audit committee.

 

(f)                                   For the fiscal year ended December 31, 2019, if greater than 50%, specify the percentage of hours spent on the audit of the registrant’s financial statements for the most recent fiscal year that were attributed to work performed by persons who are not full-time, permanent employees of the principal accountant Ernst & Young LLP (“EY”). According to EY, such amount was below 50%; therefore disclosure item not applicable to this filing.

 

(g)                                  For the fiscal years ended December 31, 2019 and December 31, 2018, the aggregate non-audit fees billed by EY for services rendered to the investment advisor were $41,250 and $38,500, respectively.

 

(h)                                 The registrant’s Audit Committee has considered whether the provision of non-audit services that were rendered to the registrant’s investment advisor, which were not pre-approved (not requiring pre-approval), is compatible with maintaining EY’s independence.

 

Item 5.  Audit Committee of Listed Registrants.

 

The registrant has a separately-designated standing audit committee established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934, consisting of all the independent directors of the registrant.  The members of the audit committee are:  Sandra Brown, Mark L. Lipson, Alfred E. Osborne, Jr., A. Robert Pisano, and Patrick B. Purcell.

 

Item 6.  Investments.

 

(a)                                 Schedule of Investments is included as a part of the report to shareholders filed under Item 1 of this Form N-CSR.

 

(b)                                 Not applicable.

 


 

Item 7.  Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.

 

The Fund has delegated the responsibility for voting proxies to First Pacific Advisors, LP (the “Adviser” or “FPA”), subject to the Board’s continuing oversight. FPA’s Proxy Voting Policy seeks to ensure that Fund proxies are voted consistently and in the best economic interests of the Fund.   FPA considers each proxy individually, on a case-by-case basis.

 

Where a proxy proposal raises a material conflict between FPA’s interests and the Fund’s interests, FPA will resolve the conflict as follows:

 

FPA will convene an internal group of senior FPA employees who are independent from the conflict of interest at issue, and after review of the issue and any associated documentation, the internal group will propose a course of action that they determine is in the best interest of the applicable FPA Client(s). The internal group may take, but is not limited to, the following courses of action:

 

·                  Consulting with the Board of Directors for a course of action;

 

·                  Voting in accordance with the recommendation of its proxy voting service provider;

 

·                  Seeking Client consent for the vote recommended by the Portfolio Manager;

 

·                  Engaging an independent third party to provide a recommendation on how to vote the proxy; or

 

·                  Abstaining from voting the proxy.

 

FPA will vote the proxy or abstain from voting the proxy pursuant to the internal group’s instructions.

 

In certain instances, FPA may elect not to vote a proxy or otherwise be unable to vote a proxy on the Fund’s behalf.  Such instances may include but are not limited to: (i) a de minimis number of shares held; (ii) potential adverse impact on the Fund’s portfolio of voting such proxy (e.g., share blocking or short-term prohibitions on selling the issuer’s shares after the vote); (iii) or logistical or other considerations related to non-U.S. issuers (e.g., where an investment company’s legal structure may not be recognized in the relevant jurisdiction).  In addition, FPA generally will not seek to recall securities that are out on loan for the purpose of voting the securities unless it is in the Fund’s best interests to do so.

 

The Fund has filed Form N-PX, with the Fund’s complete proxy voting record for the twelve months ended June 30, 2019.  The Fund’s Form N-PX is available without charge, upon request, by calling toll-free (800) 982-4372 and on the SEC’s web site at www.sec.gov.

 

Item 8. Portfolio Managers of Closed-End Management Investment Companies.

 

(a)(1)  Mark Landecker, Steven Romick and Brian Selmo are responsible for the day to day operations of asset allocation and the equity portion of the registrant.  Thomas H. Atteberry and Abhijeet Patwardhan are primarily responsible for the day-to-day management of the fixed income portion of the registrant.

 


 

Mr. Atteberry is Vice President and Portfolio Manager of Source Capital, Inc. (the “Fund”) (since December 2015) and a Partner of the Adviser (since October 2006).  Mr. Atteberry is also Vice President (since June 2015), Portfolio Manager of the FPA New Income, Inc. (since November 2004), and Portfolio Manager of FPA Flexible Fixed Income Fund, a series of FPA Funds Trust (since December 2018).

 

Mr. Landecker is Vice President and Portfolio Manager of the Fund (since December 2015), and a Partner of the Adviser (since December 2013).  Mr. Landecker is also a Vice President (since May 2015) and Portfolio Manager (since June 2013) of the FPA Crescent Fund, a series of the FPA Funds Trust.  Previously, Mr. Landecker was a Managing Director of the Adviser from January 2013 to December 2013 and a Vice President of the Adviser from 2009 to 2012.

 

Mr. Patwardhan is Vice President and Portfolio Manager of the Fund (since December 2015), and a Managing Director (since November 2015) and a Director of Research (since April 2015) of the Adviser.  Mr. Patwardhan is also Vice President and Portfolio Manager of the FPA New Income, Inc. (since November 2015) and Portfolio Manager of FPA Flexible Fixed Income Fund, a series of FPA Funds Trust (since December 2018).  Previously Mr. Patwardhan served as Senior Vice President of the Adviser from January 2014 to November 2015 and as an analyst and Vice President of the Adviser from June 2010 to December 2013.

 

Mr. Romick is Vice President and Portfolio Manager of the Fund (since December 2015), a Managing Partner of the Adviser (since January 2010) and a Trustee of FPA Funds Trust (since 2002).  Mr. Romick is also a Vice President (since May 2015) and Portfolio Manager (since June 1993) of the FPA Crescent Fund, a series of FPA Funds Trust.

 

Mr. Selmo is Vice President and Portfolio Manager of the Fund (since December 2015), and a Partner of the Adviser (since December 2013).  Mr. Selmo is also a Vice President (since May 2015) and Portfolio Manager (since June 2013) of the FPA Crescent Fund, a series of the FPA Funds Trust.  Previously, Mr. Selmo was a Managing Director of the Adviser from January 2013 to December 2013 and a Vice President of the Adviser from 2008 to 2012.

 

FPA Capital Fund, Inc., FPA Crescent Fund, a series of FPA Funds Trust, FPA International Value Fund, a series of FPA Funds Trust, FPA Flexible Fixed Income Fund, a series of FPA Funds Trust, FPA New Income, Inc., FPA Paramount Fund, Inc. and FPA U.S. Value Fund, Inc. are registered investment companies managed by the Adviser.

 

(a)(2)  Set forth below is the following information with respect to other accounts managed by Mr. Atteberry, Mr. Landecker, Mr. Patwardhan, Mr. Romick and Mr. Selmo as of December 31, 2019.

 


 

Name of
Portfolio
Managers

 

Type of
Accounts

 

Total # of
Accounts
Managed

 

Total
Assets
(millions)

 

# of
Accounts
Managed
with
Performance-
Based
Advisory
Fee

 

Total Assets
with
Performance-Based
Advisory Fee
(millions)

 

Thomas H. Atteberry

 

Registered Investment Companies:

 

3

 

$

7,747

 

0

 

$

0

 

 

 

Other Pooled Investment Vehicles:

 

0

 

$

0

 

0

 

$

0

 

 

 

Other Accounts:

 

11

 

$

705

 

0

 

$

0

 

Mark Landecker

 

Registered Investment Companies:

 

4

 

$

15,462

 

0

 

$

0

 

 

 

Other Pooled Investment Vehicles:

 

15

 

$

2,271

 

6

 

$

951

*

 

 

Other Accounts:

 

3

 

$

237

 

0

 

$

0

 

Abhijeet Patwardhan

 

Registered Investment Companies:

 

3

 

$

7,747

 

0

 

$

0

 

 

 

Other Pooled Investment Vehicles:

 

0

 

$

0

 

0

 

$

0

 

 

 

Other Accounts:

 

11

 

$

705

 

0

 

$

0

 

Steven T. Romick

 

Registered Investment Companies:

 

4

 

$

15,462

 

0

 

$

0

 

 

 

Other Pooled Investment Vehicles:

 

16

 

$

2,122

 

7

 

$

803

*

 

 

Other Accounts:

 

3

 

$

236

 

0

 

$

0

 

Brian A. Selmo

 

Registered Investment Companies:

 

4

 

$

15,462

 

0

 

$

0

 

 

 

Other Pooled Investment Vehicles:

 

15

 

$

1,975

 

6

 

$

655

*

 

 

Other Accounts:

 

3

 

$

237

 

0

 

$

0

 

 


*                 Investors in these unregistered funds pay a fee up to 20% of the net positive annual performance, subject to certain hurdles, in addition to the base management fee.

 

Conflicts of Interest.  A portfolio manager may also responsible for managing other accounts in addition to the Fund.  Such accounts may include, without limitation, separately managed accounts for foundations, endowments, pension plans, and high net-worth families; registered investment companies; unregistered investment companies relying on either Section 3(c)(1) or Section 3(c)(7) of the 1940 Act (such companies are commonly referred to as “hedge funds”);

 


 

foreign investment companies; and may also include accounts or investments managed or made by the portfolio managers in a personal or other capacity (“Proprietary Accounts”). Management of other accounts in addition to the Fund can present certain conflicts of interest, as described below.

 

From time to time, potential conflicts of interest may arise between a portfolio manager’s management of the investments of the Fund, on the one hand, and the management of other accounts, on the other.  The other accounts might have similar investment objectives or strategies as the Fund, or otherwise hold, purchase, or sell securities that are eligible to be held, purchased or sold by the Fund.  Because of their positions with the Fund, a portfolio manager knows the size, timing and possible market impact of the Fund’s trades.  It is theoretically possible that a portfolio manager could use this information to the advantage of other accounts he manages and to the possible detriment of the Fund.

 

A potential conflict of interest may arise as a result of a portfolio manager’s management of a number of accounts (including Proprietary Accounts) with similar investment strategies.  Often, an investment opportunity may be suitable for both the Fund and other accounts, but may not be available in sufficient quantities for both the Fund and the other accounts to participate fully. Similarly, there may be limited opportunity to sell an investment held by the Fund and another account. In addition, different account guidelines and/or differences within particular investment strategies may lead to the use of different investment practices for portfolios with a similar investment strategy.  The Adviser will not necessarily purchase or sell the same securities at the same time, same direction, or in the same proportionate amounts for all eligible accounts, particularly if different accounts have materially different amounts of capital under management, different amounts of investable cash available, different strategies, or different risk tolerances. As a result, although the Adviser manages numerous accounts and/or portfolios with similar or identical investment objectives, or may manage accounts with different objectives that trade in the same securities, the portfolio decisions relating to these accounts, and the performance resulting from such decisions, may differ from account to account.

 

Whenever decisions are made to buy or sell securities by the Fund and one or more of the other accounts (including Proprietary Accounts) simultaneously, the Adviser may aggregate the purchases and sales of the securities and will allocate the securities transactions in a manner that it believes to be equitable under the circumstances.  To this end, the Adviser has adopted policies and procedures that are intended to ensure that investment opportunities are allocated equitably among accounts over time.  As a result of the allocations, there may be instances where the Fund will not participate in a transaction that is allocated among other accounts or the Fund may not be allocated the full amount of the securities sought to be traded.  While these aggregation and allocation policies could have a detrimental effect on the price or amount of the securities available to the Fund from time to time, it is the opinion of the Adviser that the overall benefits outweigh any disadvantages that may arise from this practice.  Subject to applicable laws and/or account restrictions, the Adviser may buy, sell or hold securities for other accounts while entering into a different or opposite investment decision for the Fund.

 

The Adviser and a portfolio manager may also face a conflict of interest where some accounts pay higher fees to the Adviser than others, such as by means of performance fees.  Specifically,

 


 

the entitlement to a performance fee in managing one or more accounts may create an incentive for the Adviser to take risks in managing assets that it would not otherwise take in the absence of such arrangements.  Additionally, since performance fees reward the Adviser for performance in accounts which are subject to such fees, the Adviser may have an incentive to favor these accounts over those that have only fixed asset-based fees with respect to areas such as trading opportunities, trade allocation, and allocation of new investment opportunities.

 

The Adviser has implemented specific policies and procedures (e.g., a code of ethics and trade allocation policies) that seek to address potential conflicts of interest that may arise in connection with the management of the Fund and other accounts and that are designed to seek to ensure that all client accounts are treated fairly and equitably over time.

 

(a)(3)                  Compensation. Compensation of the Adviser’s Portfolio Managers consists of: (i) a base salary; (ii) an annual bonus; and (iii) if the Portfolio Managers are equity owners of the Adviser, participation in residual profits of the Adviser.

 

The bonus calculation has both variable and fixed components. The most significant portion of the variable component is based upon the Adviser’s assessment of the Portfolio Managers’ performance in three key areas: long-term performance, team building, and succession planning.  The Adviser assesses long-term performance over a full market cycle, which generally lasts between five- and ten years.  Other considerations include manager and strategy recognition, client engagement and retention and business development.  Portfolio Managers can receive 100% of their variable participation when the Fund is closed to investors.

 

The majority of the fixed portion is based on the revenues received on the assets managed by the Portfolio Managers, including the Fund’s assets.

 

As an equity owner of the Adviser, the value of the Portfolio Manager’s ownership interest is dependent upon his ability to effectively manage the business over the long term.

 

The Adviser offers a 401(k) plan whereby the Portfolio Managers, as well as all permanent employees of the Adviser, may elect to contribute up to the legal limit.

 

(a)(4)                  The dollar value of shares of Common Stock of the registrant owned as of December 31, 2019 are set forth in the table below.  The following are the ranges:  none, $1-$10,000, $10,001-$50,000, $50,001-$100,000, $100,001-$500,000, $500,001-$1,000,000, or over $1,000,000.

 

Name of Portfolio Manager

 

Dollar Range of Equity Securities in the Registrant

Thomas H. Atteberry

 

$10,001-$50,000

Mark Landecker

 

None

Abhijeet Patwardhan

 

$10,001-$50,000

Steven T. Romick

 

$100,001-$500,000

Brian A. Selmo

 

None

 


 

(b)                                 Not applicable.

 

Item 9.  Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.

 

The registrant’s Board of Directors terminated the stock repurchase program at a Meeting of the Board of Directors on November 11, 2019.  During the period ended November 12, 2019, the registrant repurchased 2,523 shares of common stock as further detailed below.

 

Period

 

Total
Number of
Shares
Purchased

 

Average Price
Paid Per Share

 

Total Number of 
Shares
Purchased as
Part of Publicly
Announced Plans
or Programs

 

Maximum
Number of
Shares that
May Yet Be
Purchased
Under the
Plans or
Programs

 

7/1/19 – 7/31/19

 

2,523

 

$

36.33

 

2,523

 

783,777

 

8/1/19 – 8/31/19

 

0

 

$

0

 

0

 

783,777

 

9/1/19 – 9/30/19

 

0

 

$

0

 

0

 

783,777

 

10/1/19 – 10/31/19

 

0

 

$

0

 

0

 

783,777

 

11/1/19 – 11/12/19

 

0

 

$

0

 

0

 

783,777

 

 

Item 10.  Submission of Matters to a Vote of Security Holders.

 

There have been no material changes to the procedures by which the shareholders may recommend nominees to the registrant’s board of directors.

 

Item 11.  Controls and Procedures.

 

(a)                                 The principal executive officer and principal financial officer of the registrant have concluded that the registrant’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) are effective based on their evaluation of the disclosure controls and procedures as of a date within 90 days of the filing date of this report.

 

(b)                                 There have been no significant changes in the registrant’s internal controls over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) that occurred during the registrant’s second fiscal quarter of the period covered by this report that have materially affected, or is reasonably likely to materially affect, the registrant’s internal controls over financial reporting.

 

Item 12.  Disclosure of Securities Lending Activities for Closed-End Management Investment Companies

 

Not applicable.

 


 

Item 13.  Exhibits.

 

(a)(1)                  Code of ethics as applies to the registrant’s principal executive and financial officers is attached hereto.

 

(a)(2)                  The certifications required by Rule 30a-2(a) under the Investment Company Act of 1940 are attached hereto.

 

(a)(3)                  Not applicable.

 

(a)(4)                  Not applicable.

 

(b)                                 The certifications required by Rule 30a-2(b) under the Investment Company Act of 1940 and Section 906 of the Sarbanes-Oxley Act of 2002 are attached hereto.

 


 

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.

 

SOURCE CAPITAL, INC.

 

 

By:

/s/ J. Richard Atwood

 

 

J. Richard Atwood

 

President (principal executive officer)

 

 

Date:

March 10, 2020

 

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/ J. Richard Atwood

 

 

J. Richard Atwood

 

President (principal executive officer)

 

 

Date:

March 10, 2020

 

 

By:

/s/ E. Lake Setzler III

 

 

E. Lake Setzler III

 

Treasurer (principal financial officer)

 

 

Date:

March 10, 2020