Exhibit 99.d.2

 

NOTICE OF GUARANTEED DELIVERY

 

For Shares of Common Stock of
Source Capital, Inc.
 Subscribed for under the Primary Subscription
and Pursuant to the Over-Subscription Privilege

 

As set forth in the Prospectus, dated [  ], 2019 (the “Prospectus”), this form or one substantially equivalent hereto may be used as a means of effecting subscription and payment for all of the Fund’s shares of common stock, par value $1.00 per share (“Common Shares”), subscribed for under the primary subscription and pursuant to the over-subscription privilege. Such form may be delivered by email, overnight courier, express mail or first class mail to the Subscription Agent and must be received prior to 5:00 p.m., Eastern time, on October 17, 2019, as such date may be extended from time to time (the “Expiration Date”). The terms and conditions of the Offer set forth in the Prospectus are incorporated by reference herein. Capitalized terms used and not otherwise defined herein have the meaning attributed to them in the Prospectus.

 

The Subscription Agent is:

 

[  ]

 

By First Class Mail		By Express Mail or Overnight Courier:
Source Capital, Inc. c/o [ ] [ ]		Source Capital, Inc. c/o [ ] [ ]
		Via email: [ ]
		For information call the Information Agent, [ ]: [ ].

 

DELIVERY OF THIS INSTRUMENT TO AN ADDRESS, OTHER THAN AS SET FORTH ABOVE, DOES NOT CONSTITUTE A VALID DELIVERY.

 

The New York Stock Exchange (“NYSE”) member firm or bank or trust company which completes this form must communicate this guarantee and the number of Common Shares subscribed for in connection with this guarantee (separately disclosed as to the primary subscription and the over-subscription privilege) to the Subscription Agent and must deliver this Notice of Guaranteed Delivery, to the Subscription Agent, prior to 5:00 p.m., Eastern time, on the Expiration Date, guaranteeing delivery of (a) a properly completed and signed Subscription Certificate (which certificate must then be delivered to the Subscription Agent no later than the close of business of the second business day after the Expiration Date). Failure to do so will result in a forfeiture of the Rights.

 

 

GUARANTEE

 

The undersigned, a member firm of the NYSE or a bank or trust company having an office or correspondent in the United States, guarantees delivery to the Subscription Agent by no later than 5:00 p.m., Eastern time, on the second Business Day after the Expiration Date (October 21, 2019) unless extended, as described in the Prospectus) of a properly completed and executed Subscription Certificate, as subscription for such Common Shares is indicated herein or in the Subscription Certificate. Participants should notify the Depositary prior to covering through the submission of a physical security directly to the Depositary based on a guaranteed delivery that was submitted via the PTOP platform of The Depository Trust Company (“DTC”).

 

SOURCE CAPITAL, INC.

Broker Assigned Control #

 

1. Primary Subscription		Number of Rights to be exercised		Number of Common Shares under the primary subscription requested for which you are guaranteeing delivery of Rights		Payment to be made in connection with the Common Shares subscribed for under the primary subscription
		Rights		Common shares (Rights ÷ by 3)		$
2. Over-Subscription				Number of Common Shares requested pursuant to the over-subscription privilege		Payment to be made in connection with the common shares requested pursuant to the over-subscription privilege
				Common Shares:		$
3. Totals		Total number of Rights to be delivered		Total number of Common Shares subscribed for and/or requested
		Rights		Common Shares:		$ Total Payment

 

Method of delivery of the Notice of Guaranteed Delivery (circle one)

 

A.                                    Through DTC

B.                                    Direct to [  ], as Subscription Agent.

 

 

Please reference below the registration of the Rights to be delivered.

 

PLEASE ASSIGN A UNIQUE CONTROL NUMBER FOR EACH GUARANTEE SUBMITTED. This number needs to be referenced on any direct delivery of Rights or any delivery through DTC.

 

Name of Firm			Authorized Signature
DTC Participant Number			Title
Address			Name (Please Type or Print)
Zip Code			Phone Number
Contact Name			Date

 

 

BENEFICIAL OWNER LISTING CERTIFICATION
Source Capital, Inc. Rights Offering

 

The undersigned, a bank, broker or other nominee holder of Rights (“Rights”) to purchase shares of common stock, $1.00 par value per share (“Common Shares”), of Source Capital, Inc. (the “Fund”) pursuant to the rights offering (the “Offer”) described and provided for in the Fund’s Prospectus, dated [  ], 2019 (the “Prospectus”), hereby certifies to the Fund and to [  ], as Subscription Agent for such Offer, that for each numbered line filled in below, the undersigned has exercised, on behalf of the beneficial owner thereof (which may be the undersigned), the number of Rights specified on such line pursuant to the primary subscription (as specified in the Prospectus) and such beneficial owner wishes to subscribe for the purchase of additional Common Shares pursuant to the over-subscription privilege (as defined in the Prospectus, in the amount set forth in the third column of such line.

 

 

Name of Nominee Holder
By:
Name:
Title:
Dated:	, 2019
Provide the following information, if applicable:
Depository Trust Corporation (“DTC”) Participant Number
		Name of Broker
DTC Primary Subscription Confirmation Number(s)		Address