Source Capital Inc /De/ Sample Contracts

AMENDED AND RESTATED MASTER CUSTODIAN AGREEMENT
Master Custodian Agreement • July 19th, 2019 • Source Capital Inc /De/ • Massachusetts
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DEALER MANAGER AGREEMENT New York, New York September [19], 2019
Dealer Manager Agreement • September 6th, 2019 • Source Capital Inc /De/ • New York

Each of Source Capital, Inc., a Delaware corporation (the “Fund”), and First Pacific Advisors, LP, a Delaware limited partnership (the “Adviser”), hereby confirms the agreement with and appointment of UBS Securities LLC to act as dealer manager (the “Dealer Manager”) in connection with the issuance by the Fund to the holders of record (the “Record Date Shareholders”) at the close of business on the record date set forth in the Prospectus (as defined herein) (the “Record Date”) transferable rights entitling such Record Date Shareholders to subscribe for up to [·] shares (each a “Share” and, collectively, the “Shares”) of common stock, par value $1.00 per share (the “Common Shares”), of the Fund (the “Offer”). Pursuant to the terms of the Offer, the Fund is issuing each Record Date Shareholder one transferable right (each a “Right” and, collectively, the “Rights”) for each Common Share held by such Record Date Shareholder on the Record Date. Such Rights entitle their holders to acquire d

Subscription Agent Agreement Between Source Capital And Computershare Trust Company, N.A. And Computershare Inc.
Subscription Agent Agreement • August 28th, 2019 • Source Capital Inc /De/ • New York

This SUBSCRIPTION AGENT AGREEMENT (this “Agreement”), dated as of [DATE] (the “Effective Date”), is by and between Source Capital, a [STATE] corporation (“Company”), and Computershare Trust Company, N.A., a federally chartered trust company (“Trust Company”), and Computershare Inc., a Delaware corporation (“Computershare”, and together with Trust Company, “Agent”).

INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • July 19th, 2019 • Source Capital Inc /De/

AGREEMENT, dated October 1, 2006, between SOURCE CAPITAL, INC., a Delaware company hereinafter called “Source”), and FIRST PACIFIC ADVISORS, LLC, a Delaware limited liability company (hereinafter called the “Adviser”).

MASTER ADMINISTRATION AGREEMENT
Master Administration Agreement • July 19th, 2019 • Source Capital Inc /De/ • Massachusetts

This Master Administration Agreement (“Agreement”) dated and effective as of March 23, 2015, is by and among State Street Bank and Trust Company, a Massachusetts trust company (the “Administrator”), and each management investment company identified on Schedule A hereto (each such investment company and each management investment company made subject to this Agreement in accordance with Section 21 below, shall hereinafter be referred to as a “Company” and collectively, the “Companies”).

AMENDMENT TO MASTER ADMINISTRATION AGREEMENT
Master Administration Agreement • July 19th, 2019 • Source Capital Inc /De/ • Massachusetts

This Amendment to the Master Administration Agreement is made as of May 21, 2018 (the “Amendment”) by and between State Street Bank and Trust Company, a Massachusetts trust company (the “Administrator”) and each management investment company identified on Schedule A to the Agreement (each such management investment company and each management investment company made subject to the Agreement in accordance with Section 21 of the Agreement, shall hereinafter be referred to as a “Company” and collectively, the “Companies”), and shall be effective as set forth in Section 2 below. Capitalized terms used in this Amendment without definition shall have the respective meanings ascribed to such terms in the Agreement (as defined below).

Source Capital, Inc. C/o First Pacific Advisors, LP 11601 Wilshire Boulevard, Suite 1200 Los Angles, California 90025 Attn: Mr. / Ms. RE: — Source Capital, Inc. Transferable Rights Offer Dear Mr. / Ms.: This will serve as the Agreement between AST...
Information Agent Agreement • August 28th, 2019 • Source Capital Inc /De/ • New York

(The “Client”), pursuant to which AST Fund Solutions will serve the Client as Information Agent for a Transferable Rights Offer (the “Offer”) for the Client.

TRANSFER AGENCY AND REGISTRAR SERVICES AGREEMENT by and between: SOURCE CAPITAL, INC. and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC Dated: October 31, 2013
Transfer Agency and Registrar Services Agreement • August 28th, 2019 • Source Capital Inc /De/ • New York

This Transfer Agency and Registrar Services Agreement (the “Agreement”), dated as of October 31, 2013 is between Source Capital, Inc., a Delaware corporation (the “Company”) and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company (“AST”).

September 6, 2019 Source Capital, Inc. 11601 Wilshire Blvd., Suite 1200 Los Angeles, CA 90025 RE: Management Fee Waiver Agreement — Source Capital, Inc. Dear Ladies and Gentlemen:
Management Fee Waiver Agreement • September 6th, 2019 • Source Capital Inc /De/ • California

Source Capital, Inc. (the “Fund”), a Delaware corporation, has entered into an agreement with First Pacific Advisors, LP (“Adviser”) whereby Adviser provides investment advisory services to the Fund (the “Investment Advisory Agreement”).

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