EX-99.77B ACCT LTTR 2 ex-99_77bacctlttr.htm EX-99.77B ACCT LTTR

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM

To the Shareholders and Board of Directors of
Source Capital, Inc.

In planning and performing our audit of the financial statements of Source
Capital, Inc. (the "Fund") as of and for the year ended December 31, 2011, in
accordance with the standards of the Public Company Accounting Oversight
Board (United States), we considered the Fund's internal control over financial
reporting, including controls over safeguarding securities, as a basis for
designing our auditing procedures for the purpose of expressing our opinion on
the financial statements and to comply with the requirements of Form N-SAR,
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.
The management of the Fund is responsible for establishing and maintaining
effective internal control over financial reporting. In fulfilling this responsibility,
estimates and judgments by management are required to assess the expected
benefits and related costs of controls. A fund's internal control over financial
reporting is a process designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements for
external purposes in accordance with generally accepted accounting principles.
A fund's internal control over financial reporting includes those policies and
procedures that (1) pertain to the maintenance of records that, in reasonable
detail, accurately and fairly reflect the transactions and dispositions of the assets
of the fund; (2) provide reasonable assurance that transactions are recorded as
necessary to permit preparation of financial statements in accordance with
generally accepted accounting principles, and that receipts and expenditures of
the fund are being made only in accordance with authorizations of management
and directors of the fund; and (3) provide reasonable assurance regarding
prevention or timely detection of unauthorized acquisition, use, or disposition of
a fund's assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may
not prevent or detect misstatements. Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions or that the degree of compliance
with the policies or procedures may deteriorate.
A deficiency in internal control over financial reporting exists when the design
or operation of a control does not allow management or employees, in the
normal course of performing their assigned functions, to prevent or detect
misstatements on a timely basis. A material weakness is a deficiency, or a
combination of deficiencies, in internal control over financial reporting, such
that there is a reasonable possibility that a material misstatement of the fund's
annual or interim financial statements will not be prevented or detected on a
timely basis.
Our consideration of the Fund's internal control over financial reporting was for
the limited purpose described in the first paragraph and would not necessarily
disclose all deficiencies in internal control that might be material weaknesses
under standards established by the Public Company Accounting Oversight
Board (United States). However, we noted no deficiencies in the Fund's internal
control over financial reporting and its operation, including controls for
safeguarding securities, which we consider to be a material weakness, as defined
above, as of December 31, 2011.
This report is intended solely for the information and use of management and
the Board of Directors of Source Capital, Inc. and the Securities and Exchange
Commission and is not intended to be and should not be used by anyone other
than these specified parties.


Deloitte & Touche LLP


Los Angeles, California
February 13, 2012