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 |
811-21098 |
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LMP Real Estate Income Fund Inc. |
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(Exact name of registrant as specified in charter) |
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125 Broad Street, New York, NY |
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10004 |
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(Address of principal executive offices) |
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(Zip code) |
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Robert I. Frenkel, Esq. |
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(Name and address of agent for service) |
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Registrants telephone number, including area code: |
(800) 451-2010 |
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Date of fiscal year end: |
December 31 |
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Date of reporting period: |
June 30, 2007 |
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ITEM 1. |
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REPORT TO STOCKHOLDERS. |
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The Semi-Annual Report to Stockholders is filed herewith. |
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LMP Real Estate |
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Income Fund Inc. |
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(RIT) |
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SEMI-ANNUAL |
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REPORT |
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JUNE 30, 2007 |
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INVESTMENT PRODUCTS: NOT FDIC INSURED NO BANK GUARANTEE MAY LOSE VALUE |
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LMP Real Estate Income Fund Inc. |
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Semi-Annual Report June 30, 2007 |
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Whats |
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Inside |
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Letter from the Chairman |
I |
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Fund at a Glance |
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Schedule of Investments |
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Statement of Assets and Liabilities |
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Statement of Operations |
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Statements of Changes in Net Assets |
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Financial Highlights |
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Notes to Financial Statements |
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Fund Objective |
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Financial Data |
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The Funds primary investment |
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objective is high current income and the |
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Additional Shareholder Information |
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Funds secondary investment objective |
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is capital appreciation. |
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Dividend Reinvestment Plan |
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Letter from the Chairman |
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Dear Shareholder, |
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The U.S. economy weakened during the six-month reporting period ended June 30, 2007. U.S. gross domestic product (GDP)i expanded 2.5% in the fourth quarter of 2006. In the first quarter of 2007, GDP growth was a tepid 0.6%, according to the U.S. Commerce Department. This is the lowest growth rate since the fourth quarter of 2002. While consumer spending remained fairly solid, ongoing troubles in the housing market continued to negatively impact the economy. The advance estimate for second quarter 2007 GDP growth was a solid 3.4%, its fastest rate since the first quarter of 2006. While consumer spending slowed, this was offset by a sharp increase in business spending and exports. |
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R. JAY GERKEN, CFA |
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Chairman, President and |
After increasing the federal funds rateii to 5.25% in June 2006the 17th consecutive rate hikethe Federal Reserve Board (Fed)iii held rates steady at its last eight meetings. In its statement accompanying the June 2007 meeting, the Fed stated: The economy seems likely to continue to expand at a moderate pace over coming quarters.... Readings on core inflation have improved modestly in recent months. However, a sustained moderation in inflation pressures has yet to be convincingly demonstrated.... In these circumstances, the Committees predominant policy concern remains the risk that inflation will fail to moderate as expected. |
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Despite concerns regarding the economy and increased volatility in the financial markets, stock prices generally rose during the six-month reporting period. Stocks began the year on a positive note, as the S&P 500 Indexiv hit a six-year high in January 2007. Stock prices rose on the back of optimism for continued solid corporate profits and hopes for a soft economic landing. The U.S. stock markets ascent continued during much of February 2007, before a sharp decline at the end of the month. This was, in part, triggered by an 8.8% fall in Chinas stock market on February 28th, its worst one-day |
LMP Real Estate Income Fund Inc. I
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performance in 10 years. After a modest increase in March 2007, U.S. stock prices rallied in April and May, thanks, in part, to surprisingly strong first quarter corporate profits. Stocks then gave up some ground in June due to continued weakness in the housing market, troubles in the subprime mortgage market and expectations that the Fed would not lower short-term interest rates in 2007. All told, the S&P 500 Index returned 6.96% during the six months ended June 30, 2007. |
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Looking at the U.S. stock market more closely, mid-cap stocks outperformed their large- and small-cap counterparts, as the Russell Midcapv, Russell 1000vi, and Russell 2000vii Indexes returned 9.90%, 7.18% and 6.45%, respectively, for the six months ended June 30, 2007. From an investment style perspective, growth stocks outperformed value stocks, with the Russell 3000 Growthviii and Russell 3000 Valueix Indexes returning 8.22% and 6.01%, respectively. |
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Since the close of the reporting period, the U.S. fixed-income markets have experienced a period of extreme volatility which has negatively impacted market liquidity conditions. Initially, the concern on the part of market participants was limited to the subprime segment of the mortgage-backed market. However, these concerns have since broadened to include a wide range of financial institutions and markets. As a result, other fixed income instruments have experienced increased price volatility. |
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Performance Review |
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For the six months ended June 30, 2007, the LMP Real Estate Income Fund Inc. returned -7.93% based on its net asset value (NAV)x and 3.93% based on its New York Stock Exchange (NYSE) market price per share. In comparison, the Lipper Real Estate Closed-End Funds Category Averagexi decreased 4.80% over the reporting period. Please note that Lipper performance returns are based on each funds NAV per share. |
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During this six-month period, the Fund made distributions to shareholders totaling $0.98 per share (which may have included a return of capital). The performance table shows the Funds six-month total return based on its NAV and market price as of June 30, 2007. Past performance is no guarantee of future results. |
II LMP Real Estate Income Fund Inc.
Performance Snapshot as of June 30, 2007 (unaudited)
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Price Per Share |
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$21.65 (NAV) |
-7.93% |
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$21.56 (Market Price) |
3.93% |
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All figures represent past performance and are not a guarantee of future results.
Total returns are based on changes in NAV or market price, respectively. Total returns assume the reinvestment of all distributions, including returns of capital, if any, in additional shares.
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Information About Your Fund |
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Important information with regard to recent regulatory developments that may affect the Fund is contained in the Notes to Financial Statements included in this report. |
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Prior to October 9, 2006, the Fund was known as Real Estate Income Fund Inc. |
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Looking for Additional Information? |
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The Fund is traded under the symbol RIT and its closing market price is available in most newspapers under the NYSE listings. The daily NAV is available on-line under the symbol XRITX on most financial websites. Barrons and The Wall Street Journals Monday edition both carry closed-end fund tables that provide additional information. In addition, the Fund issues a quarterly press release that can be found on most major financial websites, as well as www.leggmason.com/InvestorServices. |
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In a continuing effort to provide
information concerning the Fund, shareholders may call |
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As always, thank you for your confidence in our stewardship of your assets. We look forward to helping you meet your financial goals. |
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Sincerely, |
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R. Jay Gerken, CFA |
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Chairman, President and Chief Executive Officer |
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July 27, 2007 |
LMP Real Estate Income Fund Inc. III
The information provided is not intended to be a forecast of future events, a guarantee of future results or investment advice. Views expressed may differ from those of the firm as a whole.
RISKS: Funds that invest in securities related to the real estate industry are subject to the risks of real estate markets, including fluctuating property values, changes in interest rates and other mortgage-related risks. In addition, investment in funds that concentrate their investments in one sector or industry may involve greater risk than investment in more broadly diversified funds.
All index performance reflects no deduction for fees, expenses or taxes. Please note that an investor cannot invest directly in an index.
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Gross domestic product (GDP) is the market value of all final goods and services produced within a country in a given period of time. |
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The federal funds rate is the rate charged by one depository institution on an overnight sale of immediately available funds (balances at the Federal Reserve) to another depository institution; the rate may vary from depository institution to depository institution and from day to day. |
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The Federal Reserve Board (Fed) is responsible for the formulation of policies designed to promote economic growth, full employment, stable prices, and a sustainable pattern of international trade and payments. |
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iv |
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The S&P 500 Index is an unmanaged index of 500 stocks that is generally representative of the performance of larger companies in the U.S. |
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The Russell Midcap Index measures the performance of the 800 smallest companies in the Russell 1000 Index, which represents approximately 25% of the total market capitalization of the Russell 1000 Index. |
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The Russell 1000 Index measures the performance of the 1,000 largest companies in the Russell 3000 Index, which represents approximately 92% of the total market capitalization of the Russell 3000 Index. |
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The Russell 2000 Index measures the performance of the 2,000 smallest companies in the Russell 3000 Index, which represents approximately 8% of the total market capitalization of the Russell 3000 Index. |
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viii |
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The Russell 3000 Growth Index measures the performance of those Russell 3000 Index companies with higher price-to-book ratios and higher forecasted growth values. (A price-to-book ratio is the price of a stock compared to the difference between a companys assets and liabilities.) |
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ix |
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The Russell 3000 Value Index measures the performance of those Russell 3000 Index companies with lower price-to-book ratios and lower forecasted growth values. |
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x |
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NAV is calculated by subtracting total liabilities and outstanding preferred stock from the closing value of all securities held by the Fund (plus all other assets) and dividing the result (total net assets) by the total number of the common shares outstanding. The NAV fluctuates with changes in the market prices of securities in which the Fund has invested. However, the price at which an investor may buy or sell shares of the Fund is at the Funds market price, as determined by supply of and demand for the Funds shares. |
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xi |
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Lipper, Inc. is a major independent mutual-fund tracking organization. Returns are based on the six-month period ended June 30, 2007, including the reinvestment of all distributions, including returns of capital, if any, calculated among the 24 funds in the Funds Lipper category. |
IV LMP Real Estate Income Fund Inc.
Fund at a Glance (unaudited)
Investment Breakdown
As a Percent of Total Investments
LMP Real Estate Income Fund Inc. 2007 Semi-Annual Report 1
Schedule of Investments (June 30, 2007) (unaudited)
LMP REAL ESTATE INCOME FUND INC.
Shares |
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Value |
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COMMON STOCKS 70.7% |
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Apartments 8.1% |
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50,000 |
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Archstone-Smith Trust |
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2,955,500 |
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224,000 |
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Camden Property Trust (a) |
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15,001,280 |
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100,000 |
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Mid-America Apartment Communities Inc. |
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5,248,000 |
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140,000 |
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UDR Inc. |
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3,682,000 |
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Total Apartments |
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26,886,780 |
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Diversified 5.9% |
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300,000 |
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iStar Financial Inc. |
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13,299,000 |
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190,000 |
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Lexington Corporate Properties Trust |
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3,952,000 |
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155,000 |
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Spirit Finance Corp. |
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2,256,800 |
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Total Diversified |
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19,507,800 |
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Health Care 11.5% |
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174,000 |
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Health Care Property Investors Inc. |
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5,033,820 |
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305,000 |
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Healthcare Realty Trust Inc. |
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8,472,900 |
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130,000 |
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Nationwide Health Properties Inc. |
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3,536,000 |
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340,000 |
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OMEGA Healthcare Investors Inc. |
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5,382,200 |
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511,700 |
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Senior Housing Properties Trust |
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10,413,095 |
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150,000 |
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Ventas Inc. |
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5,437,500 |
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Total Health Care |
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38,275,515 |
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Home Financing 0.8% |
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108,500 |
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Municipal Mortgage & Equity LLC |
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2,645,230 |
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Industrial 2.8% |
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118,700 |
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EastGroup Properties Inc. |
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5,201,434 |
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185,000 |
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First Potomac Realty Trust |
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4,308,650 |
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Total Industrial |
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9,510,084 |
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Industrial/Office - Mixed 3.1% |
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235,000 |
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Liberty Property Trust |
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10,323,550 |
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Lodging/Resorts 3.4% |
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445,000 |
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Ashford Hospitality Trust |
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5,233,200 |
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146,000 |
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Hospitality Properties Trust |
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6,057,540 |
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Total Lodging/Resorts |
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11,290,740 |
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See Notes to Financial Statements.
2 LMP Real Estate Income Fund Inc. 2007 Semi-Annual Report
Schedule of Investments (June 30, 2007) (unaudited) (continued)
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Office 14.7% |
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290,000 |
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Brandywine Realty Trust |
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8,288,200 |
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224,700 |
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Highwoods Properties Inc. |
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8,426,250 |
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873,700 |
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HRPT Properties Trust |
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9,086,480 |
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135,000 |
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Kilroy Realty Corp. |
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9,563,400 |
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165,400 |
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Mack-Cali Realty Corp. |
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7,193,246 |
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134,500 |
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Parkway Properties Inc. |
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6,460,035 |
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Total Office |
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49,017,611 |
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Regional Malls 5.1% |
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196,000 |
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Glimcher Realty Trust |
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4,900,000 |
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145,000 |
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Macerich Co. |
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11,950,900 |
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Total Regional Malls |
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16,850,900 |
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Retail Free Standing 3.5% |
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225,000 |
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National Retail Properties Inc. |
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4,918,500 |
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265,000 |
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Realty Income Corp. |
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6,675,350 |
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Total Retail Free Standing |
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11,593,850 |
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Self Storage 1.2% |
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250,000 |
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Extra Space Storage Inc. |
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4,125,000 |
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Shopping Centers 7.6% |
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410,000 |
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Cedar Shopping Centers Inc. |
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5,883,500 |
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22,000 |
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Developers Diversified Realty Corp. |
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1,159,620 |
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198,000 |
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Equity One Inc. |
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5,058,900 |
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250,000 |
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Primaris Retail Real Estate Investment Trust |
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4,581,355 |
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135,000 |
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Ramco-Gershenson Properties Trust |
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4,850,550 |
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104,000 |
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Tanger Factory Outlet Centers Inc. |
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3,894,800 |
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Total Shopping Centers |
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25,428,725 |
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Specialty 3.0% |
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185,000 |
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Entertainment Properties Trust |
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9,949,300 |
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TOTAL
COMMON STOCKS |
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235,405,085 |
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See Notes to Financial Statements.
LMP Real Estate Income Fund Inc. 2007 Semi-Annual Report 3
Schedule of Investments (June 30, 2007) (unaudited) (continued)
Shares |
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Security |
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Value |
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PREFERRED STOCKS 29.1% |
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Apartments 4.6% |
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Apartment Investment & Management Co.: |
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75,000 |
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Cumulative, Series G, 9.375% |
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$ |
1,916,250 |
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113,000 |
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Cumulative, Series U, 7.750% |
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2,892,800 |
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120,000 |
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Cumulative, Series Y, 7.875% |
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3,043,200 |
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195,000 |
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BRE Properties Inc., Series C, 6.750% |
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4,709,250 |
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105,000 |
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UDR Inc., 6.750% |
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2,586,150 |
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Total Apartments |
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15,147,650 |
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Diversified 8.3% |
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109,400 |
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Crescent Real Estate Equities Co., Cumulative Redeemable, Series B, 9.500% |
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2,773,290 |
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175,000 |
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Duke Realty Corp., 6.950% |
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4,418,750 |
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90,000 |
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LBA Realty Fund LP (b) |
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4,185,000 |
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PS Business Parks Inc.: |
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115,000 |
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Cumulative Redeemable, Series O, 7.375% |
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2,921,000 |
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108,400 |
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Series M, 7.200% |
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2,734,932 |
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150,000 |
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Public Storage Inc., Cumulative Redeemable, Series L, 6.750% |
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3,669,000 |
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Vornado Realty Trust, |
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150,000 |
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Cumulative Redeemable, Series G, 6.625% |
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3,552,000 |
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142,400 |
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Series H, 6.750% |
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3,457,472 |
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Total Diversified |
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27,711,444 |
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Health Care 2.1% |
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150,000 |
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Health Care Property Investors Inc., Cumulative Redeemable, Series F, 7.100% |
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3,750,000 |
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120,400 |
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OMEGA Healthcare Investors Inc., Cumulative Redeemable, Series D, 8.375% |
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3,107,524 |
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Total Health Care |
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6,857,524 |
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Lodging/Resorts 2.8% |
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71,100 |
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Hospitality Properties Trust, Cumulative Redeemable, Series B, 8.875% |
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1,785,321 |
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48,000 |
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LaSalle Hotel Properties, Cumulative Redeemable, Series G, 7.250% |
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1,147,502 |
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160,000 |
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Strategic Hotels Capital Inc., 8.250% |
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4,015,008 |
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100,100 |
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Sunstone Hotel Investors Inc., Cumulative Redeemable, Series A, 8.000% |
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2,518,146 |
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Total Lodging/Resorts |
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9,465,977 |
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Office 3.7% |
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196,000 |
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BioMed Realty Trust Inc., Series A, 7.375% |
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4,900,000 |
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50,000 |
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Brandywine Realty Trust, Series D, 7.375% |
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1,287,500 |
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110,000 |
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Corporate Office Properties Trust, Cumulative Redeemable, Series J, 7.625% |
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2,773,100 |
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130,600 |
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HRPT Properties Trust, Cumulative Redeemable, Series B, 8.750% |
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3,313,322 |
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Total Office |
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12,273,922 |
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See Notes to Financial Statements.
4 LMP Real Estate Income Fund Inc. 2007 Semi-Annual Report
Schedule of Investments (June 30, 2007) (unaudited) (continued)
Shares |
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Security |
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Value |
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Regional Malls 2.5% |
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85,000 |
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Glimcher Realty Trust, Cumulative Redeemable, Series F, 8.750% |
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$ |
2,159,000 |
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6,000 |
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Pennsylvania Real Estate Investment Trust, Cumulative, 11.000% |
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316,320 |
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32,700 |
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Simon Property Group Inc., Cumulative, Series C, 7.890% |
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1,650,330 |
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169,600 |
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Taubman Centers Inc., Cumulative Redeemable, Series H, 7.625% |
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4,266,508 |
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Total Regional Malls |
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8,392,158 |
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Retail Free Standing 1.5% |
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96,000 |
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National Retail Properties Inc., Cumulative Redeemable, Series C, 7.375% |
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2,403,005 |
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Realty Income Corp.: |
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25,200 |
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Cumulative Redeemable, Series D, 7.375% |
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641,340 |
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80,000 |
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Cumulative Redeemable, Series E, 6.750% |
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1,990,400 |
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Total Retail Free Standing |
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5,034,745 |
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Shopping Centers 3.6% |
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73,000 |
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Cedar Shopping Centers Inc., Cumulative Redeemable, Series A, 8.875% |
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1,908,220 |
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21,200 |
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Developers Diversified Realty Corp., Cumulative Redeemable, Class G, 8.000% |
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536,148 |
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34,800 |
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Ramco-Gershenson Properties Trust, Cumulative Redeemable, Series B, 9.500% |
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879,048 |
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80,000 |
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Urstadt Biddle Properties Inc., Cumulative, Series C, 8.500% |
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8,800,000 |
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Total Shopping Centers |
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12,123,416 |
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TOTAL PREFERRED STOCKS |
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97,006,836 |
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TOTAL INVESTMENTS BEFORE SHORT-TERM INVESTMENT |
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332,411,921 |
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Face |
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Amount |
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SHORT-TERM INVESTMENT 0.2% |
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Repurchase Agreement 0.2% |
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$ |
639,000 |
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Interest in $500,144,000 joint tri-party repurchase agreement |
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639,000 |
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TOTAL INVESTMENTS 100.0% (Cost $250,240,454#) |
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$ |
333,050,921 |
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(a) |
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All or a portion of this security is segregated for swap contracts. |
(b) |
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Security is exempt from registration under Rule 144A of the Securities Act of 1933. This security may be resold in transactions that are exempt from registration, normally to qualified institutional buyers. This security has been deemed liquid pursuant to guidelines approved by the Board of Directors, unless otherwise noted. |
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Aggregate cost for federal income tax purposes is substantially the same. |
See Notes to Financial Statements.
LMP Real Estate Income Fund Inc. 2007 Semi-Annual Report 5
Statement of Assets and Liabilities (June 30, 2007) (unaudited)
ASSETS: |
|
|
|
|
Investments, at value (Cost $250,240,454) |
|
$ |
333,050,921 |
|
Cash |
|
452 |
|
|
Unrealized appreciation on swaps |
|
1,860,597 |
|
|
Dividends and interest receivable |
|
1,545,118 |
|
|
Interest receivable for open swap contracts |
|
80,243 |
|
|
Prepaid expenses |
|
10,706 |
|
|
Total Assets |
|
336,548,037 |
|
|
LIABILITIES: |
|
|
|
|
Distributions payable |
|
411,782 |
|
|
Investment management fee payable |
|
165,406 |
|
|
Distributions payable to auction rate preferred stockholders |
|
66,665 |
|
|
Interest payable for open swap contracts |
|
62,425 |
|
|
Directors fees payable |
|
1,510 |
|
|
Accrued expenses |
|
101,988 |
|
|
Total Liabilities |
|
809,776 |
|
|
Series M Taxable Auction Rate Cumulative
Preferred Stock |
|
95,000,000 |
|
|
Total Net Assets |
|
$ |
240,738,261 |
|
NET ASSETS: |
|
|
|
|
Par value ($0.001 par value; 11,121,241
common stock shares issued and outstanding; |
|
$ |
11,121 |
|
Paid-in capital in excess of par value |
|
152,477,479 |
|
|
Overdistributed net investment income |
|
(5,564,638 |
) |
|
Accumulated net realized gain on investments, swap contracts and foreign currency transactions |
|
9,143,086 |
|
|
Net unrealized appreciation on investments, swap contracts and foreign currencies |
|
84,671,213 |
|
|
Total Net Assets |
|
$ |
240,738,261 |
|
Shares Outstanding |
|
11,121,241 |
|
|
Net Asset Value |
|
$21.65 |
|
See Notes to Financial Statements.
6 LMP Real Estate Income Fund Inc. 2007 Semi-Annual Report
Statement of Operations (For the six months ended June 30, 2007) (unaudited)
INVESTMENT INCOME: |
|
|
|
|
Dividends |
|
$ |
8,395,042 |
|
Interest |
|
54,778 |
|
|
Less: Foreign taxes withheld |
|
(22,823 |
) |
|
Total Investment Income |
|
8,426,997 |
|
|
EXPENSES: |
|
|
|
|
Investment management fee (Note 2) |
|
1,627,804 |
|
|
Auction participation fees (Note 4) |
|
117,909 |
|
|
Audit and tax |
|
44,018 |
|
|
Shareholder reports |
|
40,473 |
|
|
Directors fees |
|
35,457 |
|
|
Legal fees |
|
19,209 |
|
|
Stock exchange listing fees |
|
11,243 |
|
|
Transfer agent fees |
|
8,782 |
|
|
Rating agency fees |
|
5,653 |
|
|
Custody fees |
|
4,592 |
|
|
Insurance |
|
4,083 |
|
|
Miscellaneous expenses |
|
8,042 |
|
|
Total Expenses |
|
1,927,265 |
|
|
Less: Fee waivers and/or expense reimbursements (Note 2) |
|
(578,775 |
) |
|
Net Expenses |
|
1,348,490 |
|
|
Net Investment Income |
|
7,078,507 |
|
|
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS, |
|
|
|
|
Net Realized Gain From: |
|
|
|
|
Investment transactions |
|
5,077,239 |
|
|
REIT Distributions |
|
1,874,262 |
|
|
Swap contracts |
|
469,935 |
|
|
Foreign currency transactions |
|
679 |
|
|
Net Realized Gain |
|
7,422,115 |
|
|
Change in Net Unrealized Appreciation/Depreciation From: |
|
|
|
|
Investments |
|
(33,515,730 |
) |
|
Swap contracts |
|
274,722 |
|
|
Foreign currencies |
|
149 |
|
|
Change in Net Unrealized Appreciation/Depreciation |
|
(33,240,859 |
) |
|
Net Loss on Investments, Swap Contracts and Foreign Currency Transactions |
|
(25,818,744 |
) |
|
Distributions Paid to Auction Rate Preferred Stockholders From Net Investment Income |
|
(2,438,519 |
) |
|
Decrease in Net Assets From Operations |
|
$(21,178,756 |
) |
|
See Notes to Financial Statements.
LMP Real Estate Income Fund Inc. 2007 Semi-Annual Report 7
Statements of Changes in Net Assets
For the six months ended June 30, 2007 (unaudited)
and the year ended December 31, 2006
|
|
2007 |
|
2006 |
|
||
OPERATIONS: |
|
|
|
|
|
||
Net investment income |
|
$ |
7,078,507 |
|
$ |
10,987,855 |
|
Net realized gain |
|
7,422,115 |
|
22,421,164 |
|
||
Change in net unrealized appreciation/depreciation |
|
(33,240,859 |
) |
43,074,147 |
|
||
Distributions paid to auction rate
preferred stockholders from |
|
(2,438,519 |
) |
(4,702,386 |
) |
||
Increase (Decrease) in Net Assets From Operations |
|
(21,178,756 |
) |
71,780,780 |
|
||
DISTRIBUTIONS PAID TO COMMON STOCK |
|
|
|
|
|
||
Net investment income |
|
(10,844,863 |
) |
(10,187,457 |
) |
||
Net realized gains |
|
|
|
(17,887,463 |
) |
||
Decrease in Net Assets From Distributions
to Common |
|
(10,844,863 |
) |
(28,074,920 |
) |
||
FUND SHARE TRANSACTIONS: |
|
|
|
|
|
||
Proceeds from shares issued on reinvestment
of |
|
1,219,240 |
|
|
|
||
Increase in Net Assets From Fund Share Transactions |
|
1,219,240 |
|
|
|
||
Increase (Decrease) in Net Assets |
|
(30,804,379 |
) |
43,705,860 |
|
||
NET ASSETS: |
|
|
|
|
|
||
Beginning of period |
|
271,542,640 |
|
227,836,780 |
|
||
End of period* |
|
$ |
240,738,261 |
|
$ |
271,542,640 |
|
*Includes undistributed (overdistributed) net investment income of: |
|
$(5,564,638 |
) |
$640,237 |
|
See Notes to Financial Statements.
8 LMP Real Estate Income Fund Inc. 2007 Semi-Annual Report
Financial Highlights
For a share of capital stock outstanding throughout each year ended December 31, unless otherwise noted:
|
|
2007(1)(2) |
|
2006(2) |
|
2005(2) |
|
2004(2) |
|
2003 |
|
2002(3) |
|
Net Asset Value, Beginning of Period |
|
$24.53 |
|
$20.58 |
|
$21.05 |
|
$18.21 |
|
$13.95 |
|
$14.30 |
|
Income (Loss) From Operations: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income |
|
0.64 |
|
0.99 |
|
0.89 |
|
0.94 |
|
1.04 |
|
0.38 |
|
Net realized and unrealized gain (loss) |
|
(2.32 |
) |
5.92 |
|
0.63 |
|
3.30 |
|
4.96 |
|
(0.18 |
) |
Distributions paid to auction rate preferred stockholders from net investment income |
|
(0.22 |
) |
(0.42 |
) |
(0.24 |
) |
(0.09 |
) |
(0.08 |
) |
(0.03 |
) |
Total Income (Loss) From Operations |
|
(1.90 |
) |
6.49 |
|
1.28 |
|
4.15 |
|
5.92 |
|
0.17 |
|
Underwriting Commissions and Offering
Expenses for the |
|
|
|
|
|
(0.04 |
) |
|
|
(0.00 |
)(4) |
(0.09 |
) |
Less Distributions Paid to Common |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income |
|
(0.98 |
) |
(0.92 |
) |
(0.77 |
) |
(0.75 |
) |
(0.80 |
) |
(0.31 |
) |
Net realized gains |
|
|
|
(1.62 |
) |
(0.94 |
) |
(0.32 |
) |
(0.62 |
) |
(0.07 |
) |
Return of capital |
|
|
|
|
|
|
|
(0.24 |
) |
(0.24 |
) |
(0.05 |
) |
Total Distributions |
|
(0.98 |
) |
(2.54 |
) |
(1.71 |
) |
(1.31 |
) |
(1.66 |
) |
(0.43 |
) |
Net Asset Value, End of Period |
|
$21.65 |
|
$24.53 |
|
$20.58 |
|
$21.05 |
|
$18.21 |
|
$13.95 |
|
Market Price, End of Period |
|
$21.56 |
|
$21.64 |
|
$18.62 |
|
$18.47 |
|
$17.57 |
|
$14.01 |
|
Total Return, Based on Net Asset |
|
(7.93 |
)% |
34.39 |
% |
7.35 |
% |
24.75 |
% |
45.12 |
% |
0.69 |
% |
Total Return, Based on Market Price(6) |
|
3.93 |
% |
31.04 |
% |
10.69 |
% |
13.45 |
% |
39.42 |
% |
(3.59 |
)% |
Net Assets, End of Period (millions) |
|
$241 |
|
$272 |
|
$228 |
|
$233 |
|
$202 |
|
$150 |
|
Ratios to Average Net Assets:(7) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross expenses |
|
1.44 |
%(8) |
1.57 |
%(9) |
1.49 |
% |
1.44 |
% |
1.55 |
% |
1.55 |
%(8) |
Net expenses(10) |
|
1.01 |
(8) |
1.09 |
(9) |
1.06 |
|
1.02 |
|
1.11 |
|
1.11 |
(8) |
Net investment income |
|
5.29 |
(8) |
4.31 |
|
4.27 |
|
5.00 |
|
6.60 |
|
6.66 |
(8) |
Portfolio Turnover Rate |
|
5 |
% |
18 |
% |
12 |
% |
6 |
% |
27 |
% |
13 |
% |
Auction Rate Preferred Stock:(11) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Amount Outstanding (000s) |
|
$95,000 |
|
$95,000 |
|
$95,000 |
|
$65,000 |
|
$65,000 |
|
$65,000 |
|
Asset Coverage Per Share |
|
88,352 |
|
96,459 |
|
84,957 |
|
114,636 |
|
102,509 |
|
82,841 |
|
Involuntary Liquidating Preference Per Share(12) |
|
25,000 |
|
25,000 |
|
25,000 |
|
25,000 |
|
25,000 |
|
25,000 |
|
Average Market Value Per Share(12) |
|
25,000 |
|
25,000 |
|
25,000 |
|
25,000 |
|
25,000 |
|
25,000 |
|
See Notes to Financial Statements.
LMP Real Estate Income Fund Inc. 2007 Semi-Annual Report 9
Financial Highlights (continued)
(1) |
For the six months ended June 30, 2007 (unaudited). |
(2) |
Per share amounts have been calculated using the average shares method. |
(3) |
For the period July 31, 2002 (commencement of operations) to December 31, 2002. |
(4) |
Amount represents less than $0.01 per share. |
(5) |
Performance figures may reflect fee waivers and/or expense reimbursements. In the absence of fee waivers and/or expense reimbursements, the total return would have been lower. Past performance is no guarantee of future results. Total returns for periods of less than one year are not annualized. |
(6) |
The total return calculation assumes that all distributions, are reinvested in accordance with the Funds dividend reinvestment plan. Past performance is no guarantee of future results. Total returns for periods of less than one year are not annualized. |
(7) |
Calculated on the basis of average net assets of common stock shareholders. Ratios do not reflect the effect of dividend payments to preferred stockholders. |
(8) |
Annualized. |
(9) |
Included in the expense ratios are certain non-recurring restructuring (and reorganization, if applicable) fees that were incurred by the Fund during the period. Without these fees, the gross and net expense ratios would have been 1.49% and 1.05%, respectively. |
(10) |
Reflects fee waivers and/or expense reimbursements. |
(11) |
On September 30, 2002 and July 18, 2005, the Fund issued 2,600 and 1,200 shares, respectively, of Taxable Auction Rate Cumulative Preferred Stock at $25,000 per share. |
(12) |
Excludes accrued interest or accumulated undeclared distributions. |
See Notes to Financial Statements.
10 LMP Real Estate Income Fund Inc. 2007 Semi-Annual Report
Notes to Financial Statements (unaudited)
1. Organization and Significant Accounting Policies
LMP Real Estate Income Fund Inc. (the Fund) was incorporated in Maryland and is registered as a non-diversified, closed-end management investment company under the Investment Company Act of 1940, as amended (the 1940 Act). The Funds primary investment objective is high current income and the Funds secondary objective is capital appreciation.
The following are significant accounting policies consistently followed by the Fund and are in conformity with U.S. generally accepted accounting principles (GAAP). Estimates and assumptions are required to be made regarding assets, liabilities and changes in net assets resulting from operations when financial statements are prepared. Changes in the economic environment, financial markets and any other parameters used in determining these estimates could cause actual results to differ.
(a) Investment Valuation. Equity securities for which market quotations are available are valued at the last reported sales price or official closing price on the primary market or exchange on which they trade. Debt securities are valued at the mean between the last quoted bid and asked prices provided by an independent pricing service that are based on transactions in debt obligations, quotations from bond dealers, market transactions in comparable securities and various other relationships between securities. When prices are not readily available, or are determined not to reflect fair value, such as when the value of a security has been significantly affected by events after the close of the exchange or market on which the security is principally traded, but before the Fund calculates its net asset value, the Fund may value these securities at fair value as determined in accordance with the procedures approved by the Funds Board of Directors. Short-term obligations with maturities of 60 days or less are valued at amortized cost, which approximates fair value.
(b) Repurchase Agreements. When entering into repurchase agreements, it is the Funds policy that its custodian or a third party custodian take possession of the underlying collateral securities, the market value of which, at all times, at least equals the principal amount of the repurchase transaction, including accrued interest. To the extent that any repurchase transaction exceeds one business day, the value of the collateral is marked-to-market to ensure the adequacy of the collateral. If the seller defaults, and the market value of the collateral declines or if bankruptcy proceedings are commenced with respect to the seller of the security, realization of the collateral by the Fund may be delayed or limited.
(c) Concentration Risk. The Fund invests in securities related to the real estate industry and is subject to the risks of real estate markets, including fluctuating property values, changes in interest rates and other mortgage-related risks.
(d) Swap Contracts. Swaps involve the exchange by the Fund with another party of the respective amounts payable with respect to a notional principal amount related to one or more indices. The Fund may enter into these transactions to preserve a return or spread on a particular investment or portion of its assets, as a duration management technique, or to protect against any increase in the price of securities the Fund anticipates purchasing at a later date. The Fund may also use these transactions for speculative
LMP Real Estate Income Fund Inc. 2007 Semi-Annual Report 11
Notes to Financial Statements (unaudited) (continued)
purposes, such as to obtain the price performance of a security without actually purchasing the security in circumstances where, for example, the subject security is illiquid, is unavailable for direct investment or available only on less attractive terms.
Swaps are marked-to-market daily based upon quotations from market makers and the change in value, if any, is recorded as an unrealized gain or loss in the Statement of Operations. Net receipts or payments of interest are recorded as realized gains or losses, respectively.
Swaps have risks associated with them, including possible default by the counterparty to the transaction, illiquidity and, where swaps are used as hedges, the risk that the use of a swap could result in losses greater than if the swap had not been employed.
(e) Security Transactions and Investment Income. Security transactions are accounted for on a trade date basis. Interest income, adjusted for amortization of premium and accretion of discount, is recorded on the accrual basis. Dividend income is recorded on the ex-dividend date. Foreign dividend income is recorded on the ex-dividend date or as soon as practical after the Fund determines the existence of a dividend declaration after exercising reasonable due diligence. The cost of investments sold is determined by use of the specific identification method. To the extent any issuer defaults on an expected interest payment, the Funds policy is to generally halt any additional interest income accruals and consider the realizability of interest accrued up to the date of default.
(f) Net Asset Value. The net asset value (NAV) of the Funds Common Stock is determined on each day the exchange is open for business. It is determined by dividing the value of the net assets available to Common Stock by the total number of shares of Common Stock outstanding. For the purpose of determining the NAV per share of the Common Stock, the value of the Funds net assets shall be deemed to equal the value of the Funds assets less (1) the Funds liabilities, and (2) the aggregate liquidation value (i.e., $25,000 per outstanding share) of the Taxable Auction Rate Cumulative Preferred Stock (TARPS ).
(g) Foreign Currency Translation. Investment securities and other assets and liabilities denominated in foreign currencies are translated into U.S. dollar amounts based upon prevailing exchange rates on the date of valuation. Purchases and sales of investment securities and income and expense items denominated in foreign currencies are translated into U.S. dollar amounts based upon prevailing exchange rates on the respective dates of such transactions.
The Fund does not isolate that portion of the results of operations resulting from changes in foreign exchange rates on investments from the fluctuations arising from changes in market prices of securities held. Such fluctuations are included with the net realized and unrealized gain or loss on investments.
Net realized foreign exchange gains or losses arise from sales of foreign currencies, including gains and losses on forward foreign currency contracts, currency gains or losses realized between the trade and settlement dates on securities transactions, and the difference between the amounts of dividends, interest, and foreign withholding taxes recorded on the Funds books and the U.S. dollar equivalent of the amounts actually
12 LMP Real Estate Income Fund Inc. 2007 Semi-Annual Report
Notes to Financial Statements (unaudited) (continued)
received or paid. Net unrealized foreign exchange gains and losses arise from changes in the fair values of assets and liabilities, other than investments in securities, at the date of valuation, resulting from changes in exchange rates.
Foreign security and currency transactions may involve certain considerations and risks not typically associated with those of U.S. dollar denominated transactions as a result of, among other factors, the possibility of lower levels of governmental supervision and regulation of foreign securities markets and the possibility of political or economic instability.
(h) Distributions to Shareholders. Distributions to shareholders are recorded monthly by the Fund on the ex-dividend date for the shareholders of common stock. The holders of the TARPS shall be entitled to receive dividends in accordance with an auction that will normally be held weekly and out of funds legally available to shareholders. The Funds policy is to pass through to its shareholders substantially all Real Estate Investment Trust (REIT) distributions and other income it receives, less operating expenses. The character of REIT distributions received from portfolio securities held by the Fund is generally comprised of investment income, long-term capital gains, and return of capital. The Fund reclassifies amounts within the Statement of Operations primarily based on information provided by REITs after the Funds fiscal year end. In those instances where such information is not available, the Fund estimates the amounts based on amounts reported by the REITs in the prior year. After all remaining REITs report the actual character of distributions paid during the year, the Fund adjusts estimates previously recorded to actual. The character of distributions paid to shareholders disclosed within the Statements of Changes in Net Assets is based on these reclassifications.
Pursuant to its Managed Distribution Policy, the Fund intends to make regular monthly distributions to shareholders at a fixed rate per common share, which rate may be adjusted from time to time by the Funds Board of Directors. Under the Funds Managed Distribution Policy, if, for any monthly distribution, the value of the Funds net investment income and net realized capital gain is less than the amount of the distribution, the difference will be distributed from the Funds assets (and constitute a return of capital). The Board of Directors may terminate or suspend the Managed Distribution Policy at any time, including when certain events would make part of the return of capital taxable to shareholders. Any such termination or suspension could have an adverse effect on the market price for Funds shares.
(i) Federal and Other Taxes. It is the Funds policy to comply with the federal income and excise tax requirements of the Internal Revenue Code of 1986, as amended, applicable to regulated investment companies. Accordingly, the Fund intends to distribute substantially all of its taxable income and net realized gains, if any, to shareholders each year. Therefore, no federal income tax provision is required in the Funds financial statements. Under the applicable foreign tax laws, a withholding tax may be imposed on interest, dividends and capital gains at various rates.
(j) Reclassification. GAAP requires that certain components of net assets be adjusted to reflect permanent differences between financial and tax reporting. These reclassifications have no effect on net assets or net asset values per share.
LMP Real Estate Income Fund Inc. 2007 Semi-Annual Report 13
Notes to Financial Statements (unaudited) (continued)
2. Investment Management Agreement and Other Transactions with Affiliates
Legg Mason Partners Fund Advisor, LLC (LMPFA) is the Funds investment manager and AEW Management and Advisors, L.P. (AEW) is the Funds subadviser. LMPFA is a wholly-owned subsidiary of Legg Mason, Inc. (Legg Mason).
LMPFA provides administrative and certain oversight services to the Fund. The Fund pays an investment management fee, calculated daily and paid monthly, at an annual rate of 0.90% of the Funds average daily net assets plus assets attributable to the liquidation value of the Funds outstanding TARPS plus any borrowings used for leverage (Managed Assets).
In addition, LMPFA has contractually agreed to waive a portion of its management fee in the amount of 0.32% of the Funds average daily Managed Assets through July 31, 2007, 0.20% of average daily Managed Assets for the 12-month period ending July 31, 2008, and 0.10% of average daily Managed Assets for the 12-month period ending July 31, 2009. The waiver will be eliminated on August 1, 2009.
During the six months ended June 30, 2007, LMPFA waived a portion of the management fee in the amount of $578,775.
LMPFA has delegated to AEW the day-to-day portfolio management of the Fund, except for the management of cash and short-term investments. For its services, LMPFA pays AEW a fee at an annual rate equal to: (a) for the first 5 years of the Funds operation, 0.40% of the first $100 million of the Funds average daily Managed Assets, 0.35% of the next $100 million of the Funds average daily Managed Assets and 0.30% of the Funds average daily Managed Assets in excess of $200 million; and (b) starting 5 years after the commencement of the Funds operations, 50% of the management fee paid by the Fund to LMPFA, net of waivers.
Certain officers and one Director of the Fund are employees of Legg Mason or its affiliates and do not receive compensation from the Fund.
3. Investments
During the six months ended June 30, 2007, the aggregate cost of purchases and proceeds from sales of investments (excluding short-term investments) were as follows:
Purchases |
|
$17,387,855 |
|
Sales |
|
17,358,873 |
|
At June 30, 2007, the aggregate gross unrealized appreciation and depreciation of investments for federal income tax purposes were substantially as follows:
Gross unrealized appreciation |
|
$84,612,525 |
|
Gross unrealized depreciation |
|
(1,802,058 |
) |
Net unrealized appreciation |
|
$82,810,467 |
|
14 LMP Real Estate Income Fund Inc. 2007 Semi-Annual Report
Notes to Financial Statements (unaudited) (continued)
At June 30, 2007, the Fund was invested in the following interest rate swap contracts with the intent to reduce or eliminate the risk that an increase in short-term interest rates could affect the dividend rate payable on TARPS and thereby could have an adverse effect on the Funds net earnings as a result of leverage:
Swap Counterparty: |
|
Merrill Lynch Capital Services, Inc. |
||
Effective Date: |
|
7/22/05 |
||
Notional Amount: |
|
$30,000,000 |
||
Payments Made by Fund: |
|
Fixed Rate, 4.44% |
||
Payments Received by Fund: |
|
Floating Rate (One-Month LIBOR) |
||
Termination Date: |
|
7/22/12 |
||
Unrealized Appreciation as of June 30, 2007 |
|
$1,196,919 |
|
|
|
|
|
||
Swap Counterparty: |
|
Merrill Lynch Capital Services, Inc. |
||
Effective Date: |
|
11/25/02 |
||
Notional Amount: |
|
$19,500,000 |
||
Payments Made by Fund: |
|
Fixed Rate, 4.117% |
||
Payments Received by Fund: |
|
Floating Rate (One-Month LIBOR) |
||
Termination Date: |
|
11/25/09 |
||
Unrealized Appreciation as of June 30, 2007 |
|
$488,606 |
|
|
|
|
|
||
Swap Counterparty: |
|
Merrill Lynch Capital Services, Inc. |
||
Effective Date: |
|
11/25/02 |
||
Notional Amount: |
|
$26,000,000 |
||
Payments Made by Fund: |
|
Fixed Rate, 3.633% |
||
Payments Received by Fund: |
|
Floating Rate (One-Month LIBOR) |
||
Termination Date: |
|
11/25/07 |
||
Unrealized Appreciation as of June 30, 2007 |
|
$175,072 |
|
|
At June 30, 2007, the Fund had total unrealized appreciation of $1,860,597 from swap contracts.
4. Taxable Auction Rate Cumulative Preferred Stock
As of June 30, 2007, the Fund had 3,800 outstanding shares of TARPS. The TARPS dividends are cumulative at a rate determined at an auction and the dividend period is typically seven days. The dividend rates ranged from 5.000% to 5.300% for the six months ended June 30, 2007. At June 30, 2007, the dividend rate was 5.050%.
The Fund is required to maintain certain asset coverages with respect to the TARPS. If the Fund fails to maintain these coverages and does not cure any such failure within the required time period, the Fund is required to redeem a requisite number of the TARPS at a redemption price equal to $25,000 per share plus accumulated and unpaid dividends in order to meet the applicable requirement. The TARPS have a liquidation preference of $25,000 per share plus accumulated and unpaid dividends. Additionally, failure to meet
LMP Real Estate Income Fund Inc. 2007 Semi-Annual Report 15
Notes to Financial Statements (unaudited) (continued)
the foregoing asset coverage requirements would restrict the Funds ability to pay dividends to common shareholders.
Citigroup Global Markets Inc. (CGM) currently acts as the broker/dealer in connection with the auction of TARPS. After each auction, the auction agent will pay to the participating broker/dealer, from monies the Fund provides, a participation fee at the annual rate of 0.25% of the purchase price of the TARPS that the broker/dealer places at the auction. For the six months ended June 30, 2007, the Fund incurred auction participation fees of $117,909 for CGMs services as a participating broker/dealer.
5. Distributions Subsequent to June 30, 2007
On May 18, 2007, the Board of Directors (Board) of the Fund declared two distributions in the amount of 0.19 per share each payable on July 27, 2007 and August 31, 2007 to shareholders of record on July 20, 2007 and August 24, 2007, respectively.
6. Common Stock
Common stock transactions were as follows:
|
|
Six Months Ended |
|
Year Ended |
|
||||
|
|
Shares |
|
Amount |
|
Shares |
|
Amount |
|
Shares issued on reinvestment |
|
51,999 |
|
$1,219,240 |
|
|
|
|
|
7. Other Matters
On September 16, 2005, the staff of the Securities and Exchange Commission (SEC) informed Smith Barney Fund Management LLC (SBFM) and Salomon Brothers Asset Management Inc. (SBAM) that the staff is considering recommending that the SEC institute administrative proceedings against SBFM and SBAM for alleged violations of Section 19(a) and 34(b) of the 1940 Act (and related Rule 19a-1). The notification is a result of an industry wide inspection by the SEC and is based upon alleged deficiencies in disclosures regarding dividends and distributions paid to shareholders of certain funds. Section 19(a) and related Rule 19a-1 of the 1940 Act generally require funds that are making dividend and distribution payments to provide shareholders with a written statement disclosing the source of the dividends and distributions, and, in particular, the portion of the payments made from each of net investment income, undistributed net profits and/or paid-in capital. In connection with the contemplated proceedings, the staff may seek a cease and desist order and/or monetary damages from SBFM or SBAM.
Although there can be no assurance, the Funds manager believes that this matter is not likely to have a material adverse effect on the Fund.
8. Recent Accounting Pronouncements
During June 2006, the Financial Accounting Standards Board (FASB) issued FASB Interpretation 48 (FIN 48 or the Interpretation), Accounting for Uncertainty in Income
16 LMP Real Estate Income Fund Inc. 2007 Semi-Annual Report
Notes to Financial Statements (unaudited) (continued)
Taxes an interpretation of FASB Statement 109. FIN 48 supplements FASB Statement 109, Accounting for Income Taxes, by defining the confidence level that a tax position must meet in order to be recognized in the financial statements. FIN 48 prescribes a comprehensive model for how a fund should recognize, measure, present, and disclose in its financial statements uncertain tax positions that the fund has taken or expects to take on a tax return. FIN 48 requires that the tax effects of a position be recognized only if it is more likely than not to be sustained based solely on its technical merits. Management must be able to conclude that the tax law, regulations, case law, and other objective information regarding the technical merits sufficiently support the positions sustainability with a likelihood of more than 50 percent. FIN 48 is effective for fiscal periods beginning after December 15, 2006, which for this Fund was January 1, 2007. At adoption, the financial statements must be adjusted to reflect only those tax positions that are more likely than not to be sustained as of the adoption date. Management of the Fund has determined that adopting FIN 48 will not have a material impact on the Funds financial statements.
***
On September 20, 2006, FASB released Statement of Financial Accounting Standards No. 157, Fair Value Measurements (FAS 157). FAS 157 establishes an authoritative definition of fair value, sets out a framework for measuring fair value, and requires additional disclosures about fair value measurements. The application of FAS 157 is required for fiscal years beginning after November 15, 2007 and interim periods within those fiscal years. At this time, management is evaluating the implications of FAS 157 and its impact on the financial statements has not yet been determined.
LMP Real Estate Income Fund Inc. 2007 Semi-Annual Report 17
Financial Data (unaudited)
For a share of capital stock outstanding throughout each period:
|
|
NYSE |
|
Net Asset |
|
Distribution |
|
Reinvestment |
|
Record Date |
|
Closing Price |
|
Value |
|
Paid |
|
Price |
|
|
|
|
|
|
|
|
|
|
|
Fiscal Year 2006 |
|
|
|
|
|
|
|
|
|
January 24 |
|
18.78 |
|
21.54 |
|
0.1090 |
|
19.17 |
|
February 21 |
|
19.27 |
|
22.27 |
|
0.1090 |
|
19.81 |
|
March 28 |
|
20.04 |
|
22.89 |
|
0.1090 |
|
19.93 |
|
April 25 |
|
19.05 |
|
21.97 |
|
0.1090 |
|
19.33 |
|
May 23 |
|
18.16 |
|
20.91 |
|
0.1090 |
|
18.73 |
|
June 27 |
|
18.42 |
|
21.42 |
|
0.1090 |
|
18.76 |
|
July 21 |
|
18.80 |
|
22.09 |
|
0.1990 |
|
19.63 |
|
August 18 |
|
20.04 |
|
23.26 |
|
0.1090 |
|
20.39 |
|
September 22 |
|
20.56 |
|
23.89 |
|
0.1090 |
|
20.84 |
|
October 20 |
|
21.40 |
|
24.87 |
|
0.1090 |
|
21.68 |
|
November 17 |
|
21.48 |
|
24.76 |
|
0.1090 |
|
22.44 |
|
December 22 |
|
20.86 |
|
23.89 |
|
1.2473 |
|
21.78 |
|
|
|
|
|
|
|
|
|
|
|
Fiscal Year 2007 |
|
|
|
|
|
|
|
|
|
January 19 |
|
22.09 |
|
25.22 |
|
0.1090 |
|
22.47 |
|
February 16 |
|
24.62 |
|
26.08 |
|
0.1090 |
|
24.92 |
|
March 23 |
|
24.20 |
|
24.65 |
|
0.1900 |
|
24.16 |
|
April 20 |
|
24.84 |
|
24.51 |
|
0.1900 |
|
24.02 |
|
May 18 |
|
23.47 |
|
22.70 |
|
0.1900 |
|
22.30 |
|
June 22 |
|
22.15 |
|
21.80 |
|
0.1900 |
|
21.36 |
|
18 LMP
Real Estate Income Fund Inc. 2007 Semi-Annual Report
Additional Shareholder Information (unaudited)
Result of Annual Meeting of Shareholders
The Annual Meeting of Shareholders of LMP Real Estate Income Fund Inc. was held on April 16, 2007, for the purpose of considering and voting upon the election of Directors. The following table provides information concerning the matter voted upon at the meeting:
Election of Directors
Nominee |
|
Common Shares |
|
Common |
|
Preferred Shares |
|
Preferred Shares |
|
Carol L. Colman |
|
N/A |
|
N/A |
|
3,788 |
|
12 |
|
Leslie H. Gelb |
|
10,428,849 |
|
71,841 |
|
3,788 |
|
12 |
|
R. Jay Gerken |
|
10,435,081 |
|
65,609 |
|
3,788 |
|
12 |
|
At June 30, 2007, in addition to Carol L. Colman, Leslie H. Gelb and R. Jay Gerken, the other Directors of the fund were as follows:
Daniel P. Cronin
Paolo M. Cucchi
William R. Hutchinson
Dr. Riordan Roett
Jeswald W. Salacuse
LMP Real Estate Income Fund Inc. 19
Dividend Reinvestment Plan (unaudited)
Under the Funds Dividend Reinvestment Plan (Plan), a shareholder whose shares of Common Stock are registered in his own name will have all distributions from the Fund reinvested automatically by American Stock Transfer & Trust Company (AST), as agent under the Plan, unless the shareholder elects to receive cash. Distributions with respect to shares registered in the name of a broker-dealer or other nominee (that is, in street name) will be reinvested by the broker or nominee in additional shares under the Plan, unless the service is not provided by the broker or nominee or the shareholder elects to receive distributions in cash. Investors who own Common Stock registered in street name should consult their broker-dealers for details regarding reinvestment. All distributions to Fund shareholders who do not participate in the Plan will be paid by check mailed directly to the record holder by or under the direction of AST as dividend-paying agent.
If the Fund declares a dividend or capital gains distribution payable either in Common Shares or in cash, shareholders who are not Plan participants will receive cash, and Plan participants will receive the equivalent amount in Common Shares. When the market price of the Common Shares is equal to or exceeds 98% of the net asset value per share of the Common Shares on the Determination Date (as defined below), Plan participants will be issued Common Shares valued at a price equal to the greater of (a) 98% of the net asset value per share at the close of trading on the Determination Date or (b) 95% of the market price per share of the common stock on the Determination Date. The Determination Date is the dividend or capital gains distribution record date or, if that date is not a New York Stock Exchange (NYSE) trading day, the immediately preceding trading day.
If 98% of the net asset value per share of the Common Shares exceeds the market price of the Common Shares on the Determination Date, the Plan Agent will receive the dividend or distribution in cash and will buy Common Shares in the open market, on the Exchange or elsewhere, for your account as soon as practicable commencing on the trading day following the Determination Date and terminating no later than the earlier of (a) 30 days after the dividend or distribution payment date, or (b) the record date for the next succeeding dividend or distribution to be made to the Common Shareholders, except when necessary to comply with applicable provisions of the federal securities laws. If during this period: (i) the market price rises so that it equals or exceeds 98% of the net asset value per share of the Common Shares at the close of trading on the Exchange on the Determination date before the Plan Agent has completed the open market purchases or (ii) if the Plan Agent is unable to invest the full amount eligible to be reinvested in open market purchases, the Plan agent will cease purchasing Common Shares in the open market and the Fund shall issue the remaining Common Shares at a price per share equal to the greater of (a) 98% of the net asset value per share at the close of trading on the Exchange on the Determination date or (b) 95% of the then current market price per share. You may withdraw from the Plan by notifying the Plan Agent in writing at P.O. Box 922, Wall Street Station, New York, New York 10269-0560, by logging onto your account and following the directions at www.Investpower.com or by calling the Plan Agent at 1-877-366-6441. Such withdrawal will be effective immediately if notice is received by the Plan Agent not less than ten business days prior to any dividend or distribution record date; otherwise such withdrawal will be effective as soon as practicable
20 LMP Real Estate Income Fund Inc.
Dividend Reinvestment Plan (unaudited) (continued)
after the Plan Agents investment of the most recently declared dividend or distribution on the Common Shares.
AST will maintain all shareholder accounts in the Plan and will furnish written confirmations of all transactions in each account, including information needed by a shareholder for personal and tax records. The automatic reinvestment of dividends and capital gains distributions will not relieve Plan participants of any income tax that may be payable on the dividends or capital gains distributions. Common Shares in the account of each Plan participant will be held by AST on behalf of the Plan participant, and each shareholders proxy will include those shares purchased pursuant to the Plan.
Plan participants are subject to no charge for reinvesting dividends and capital gains distributions. ASTs fees for handling the reinvestment of dividends and capital gains distributions will be paid by the Fund. No brokerage charges apply with respect to Common Shares issued directly by the Fund as a result of dividends or capital gains distributions payable either in Common Shares or in cash. Each Plan participant will, however, bear a proportionate share of brokerage commissions incurred with respect to open market purchases made in connection with the reinvestment of dividends or capital gains distributions.
Experience under the Plan may indicate that changes
to it are desirable. The Fund reserves the right to amend or terminate the Plan
as applied to any dividend or capital gains distribution paid subsequent to
written notice of the change sent to participants at least 30 days before the
record date for the dividend or capital gains distribution. The Plan also may
be amended or terminated by AST, with the Funds prior written consent, on at
least 30 days written notice to Plan participants. Upon any termination, you
will be sent a certificate or certificates for the full Common Shares held for
you under the Plan and cash for any fractional Common Shares. You may elect to
notify the Plan Agent in advance of such termination to have the Plan Agent
sell part or all of your shares on your behalf. The Plan Agent is authorized to
deduct brokerage commissions actually incurred for this transaction from the
proceeds. All correspondence concerning the Plan should be directed by mail to
American Stock Transfer & Trust Company, 59 Maiden Lane, New York, New York
10038, by logging onto your account and following the directions at
www.Investpower.com or by telephone at
1-877-366-6441.
LMP Real Estate Income Fund Inc. 21
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|
LMP Real Estate |
|
|
|
|
|
DIRECTORS |
SUBADVISER |
|
Carol L. Colman |
AEW Management and |
|
Daniel P. Cronin |
Advisors, L.P. |
|
Paolo M. Cucchi |
|
|
Leslie H. Gelb |
AUCTION AGENT |
|
R. Jay Gerken, CFA |
Deutsche Bank |
|
Chairman |
60 Wall Street |
|
William R. Hutchinson |
New York, New York 10005 |
|
Dr. Riordan Roett |
|
|
Jeswald W. Salacuse |
CUSTODIAN |
|
|
State Street Bank and Trust |
|
OFFICERS |
Company |
|
R. Jay Gerken, CFA |
225 Franklin Street |
|
President and |
Boston, Massachusetts 02110 |
|
Chief Executive Officer |
|
|
|
TRANSFER AGENT |
|
Kaprel Ozsolak |
American Stock Transfer & |
|
Chief Financial Officer and |
Trust Company |
|
Treasurer |
59 Maiden Lane |
|
|
New York, New York 10038 |
|
Matthew A. Troxell, CFA |
|
|
Investment Officer |
INDEPENDENT |
|
|
REGISTERED PUBLIC |
|
Ted P. Becker |
ACCOUNTING FIRM |
|
Chief Compliance Officer |
KPMG LLP |
|
|
345 Park Avenue |
|
Steven Frank |
New York, New York 10154 |
|
Controller |
|
|
|
LEGAL COUNSEL |
|
Robert I. Frenkel |
Simpson Thacher & Bartlett LLP |
|
Secretary and |
425 Lexington Avenue |
|
Chief Legal Officer |
New York, New York 10017 |
|
|
|
|
LMP REAL ESTATE |
NEW YORK STOCK |
|
INCOME FUND INC. |
EXCHANGE SYMBOL |
|
125 Broad Street |
RIT |
|
10th Floor, MF-2 |
|
|
New York, New York 10004 |
|
|
|
|
|
INVESTMENT MANAGER |
|
|
Legg Mason Partners |
|
|
Fund Advisor, LLC |
|
This report is transmitted to the shareholders of LMP Real Estate Income Fund Inc. for their information. This is not a prospectus, circular or representation intended for use in the purchase of shares of the Fund or any securities mentioned in this report. |
|
LMP Real
Estate |
|
|
|
|
|
The
Fund files its complete schedule of portfolio holdings with the Securities
and Exchange Commission (SEC) for the first and third quarters of each
fiscal year on Form N-Q. The Funds Forms NQ are available on the SECs
website at www.sec.gov. The Funds Forms N-Q may be reviewed and copied at
the SECs Public Reference Room in Washington, D.C., and information on the
operation of the Public Reference Room may be obtained by calling
1-800-SEC-0330. To obtain information on Form |
|
|
|
FD02814
8/07 SR07-397
|
|
Information
on how the Fund voted proxies relating to portfolio securities during the
prior 12-month period ended June 30th of each year, and a description of the
policies and procedures that the Fund uses to determine how to vote proxies
relating to portfolio transactions is available (1) without charge, upon
request, by calling |
ITEM 2. CODE OF ETHICS.
Not applicable.
ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.
Not applicable.
ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
Not applicable.
ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS.
Not applicable.
ITEM 6. SCHEDULE OF INVESTMENTS.
Included herein under Item 1.
ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES.
Although individual trustees may not agree with particular policies or votes by the manager or subadvisers, the Board has delegated proxy voting discretion to the manager and/or the subadvisers, believing that the manager and/or the subadvisers should be responsible for voting because it is a matter relating to the investment decision making process. LMPFA delegates the responsibility for voting proxies for the fund to the subadvisers through its contracts with the subadvisers. The subadvisers will use their own proxy voting policies and procedures to vote proxies. Accordingly, LMPFA does not expect to have proxy-voting responsibility for the fund. Should LMPFA become responsible for voting proxies for any reason, such as the inability of a subadviser to provide investment advisory services, LMPFA shall utilize the proxy voting guidelines established by the most recent subadviser to vote proxies until a new subadviser is retained. In the case of a material conflict between the interests of LMPFA (or its affiliates if such conflict is known to persons responsible for voting at LMPFA) and the fund, the board of trustees of LMPFA shall consider how to address the conflict and/or how to vote the proxies. LMPFA shall maintain records of all proxy votes in accordance with applicable securities laws and regulations, to the extent that LMPFA votes proxies. LMPFA shall be responsible for gathering relevant documents and records related to proxy voting from the subadvisers and providing them to the fund as required for the fund to comply with applicable rules under the 1940 Act. The subadvisers Proxy Voting Policies and Procedures govern in determining how proxies relating to the funds portfolio securities are voted and are attached as Appendix A to this SAI. Information regarding how each fund voted proxies (if any) relating to portfolio securities during the most recent 12-month period ended June 30 is available without charge (1) by calling 888-425-6432, (2) on the funds website at http://www.leggmason.com/ InvestorServices and (3) on the SECs website at http://www.sec.gov.
PROXY VOTING AND RELATED MATTERS
The goal of AEWs Proxy Voting Policies and Procedures is to provide guidance in voting proxies and responding to other shareholder solicitations. These guidelines are not exhaustive and do not include all potential voting issues. Moreover, the Department of Labor (the DOL) has made it clear that, under ERISA a proxy voting policy should be
in place for recurring issues and that non-routine issues should be addressed by consistent criteria. This means that company-specific analysis should be performed and that automatic voting procedures are not generally appropriate or acceptable. Proxy voting decisions should be handled on a case-by-case basis.
Proxy Voting.
The following policies and procedures should generally be followed when voting proxies:
There should be a clear delineation of voting responsibilities between AEW and the client. For each account, the applicable investment management agreement should specify whether, and in what instances, voting is the responsibility of the client or AEW.
AEW should take reasonable steps under the circumstances to assure that AEW has actually received all of the proxies for which it has voting authority.
When voting proxies AEW should act prudently, solely in the best interest of its clients, and for the exclusive purpose of maximizing value to its clients. AEW should consider those factors that would affect the value of its clients investments and should not, unless specifically directed to do so by a client, consider unrelated objectives, such as social considerations.
If AEW believes that the companys management and board have interests sufficiently aligned with those of the clients, AEW may vote in favor of proposals recommended by the companys board.
AEW subscribes for services from Institutional Shareholder Services (ISS). ISS provides research, analysis and voting recommendations as well as reporting relating to proxy voting. To the extent not inconsistent with the general principles set forth above or the specific matters identified below, AEW will generally vote in accordance with the ISS proxy voting guidelines. A copy of the ISS Proxy Voting Guidelines is attached hereto as Exhibit B.
Finally, if a client has specific proxy voting guidelines, AEW will, at the written request of the client, vote in accordance with the clients guidelines; provided that such guidelines are not inconsistent with AEWs obligations under ERISA or other applicable laws.
Voting Guidelines Specific Matters Submitted to Shareholders
Corporate Governance and Structure
Board of Directors/Trustees
AEW seeks to ensure that the board of directors of a company is sufficiently aligned with security holders interests and provides proper oversight of the companys management. In many cases, this may be best accomplished by having a majority of independent board members. Although we will examine board member elections on a case-by-case basis, we will generally vote for the election of directors that would result in a board compromised of a majority of independent directors.
In addition, key board committees should generally be comprised of at least a majority of independent board members. For all other votes regarding boards of directors, we will vote on a case-by-case basis.
Merger Acquisitions, Reincorporation and Other Transactions
Companies may ask their shareholders to vote on a variety of different types of transactions, including mergers, acquisitions, re-incorporations and reorganizations involving business combinations, liquidations and the sale of all or substantially all of a companys assets. Voting on such proposals involves considerations unique to each transaction. Therefore, our vote on proposals to effect these types of transactions will be determined on a case-by-case basis.
Anti-Takeover Measures and Shareholder Voting Rights
Certain proxy proposals seek to hinder the ability of an outside party to take control or buy a certain percentage of the stock of a company without the approval of management or the board. Such proposals include the adoption of a shareholder rights plan, requiring supermajority voting on particular issues, adoption of fair price provisions, issuance of blank-check preferred stock, or the creation of a separate class of stock with unequal voting rights. However, some of the proposals may benefit shareholders in certain circumstances. Because of the variety of such proposals and their varied effects on security holders, our vote on anti-takeover measures will be determined on a case-by-case basis.
Capital Structure
Shareholders of companies may be presented with proposals seeking to change the companys capital structure by authorizing additional stock, repurchasing stock or approving a stock split. As with mergers and acquisitions, there are a variety of transactions that may be presented to shareholders. Accordingly, we will vote on a case-by-case basis involving changes to a companys capital structure.
Executive Compensation and Option Plans
The interests of a companys management and board of directors should be aligned with the long-term interests of the companys shareholders. Accordingly, proxy votes should be used to encourage the use of reasonably designed compensation plans that promote such alignment by providing officers and employees with an incentive to increase shareholder value. The decision to favor or oppose compensation plans can be fact-intensive and unique. Accordingly, we will vote on a case-by-case basis.
Other Business Matters
Proxy statements generally involve the approval of routine business matters and procedural matters relating to shareholders meetings. Generally these routine matters do not materially affect shareholder interests adversely and are best left to the board of directors and senior management of the company. Thus, we will generally vote for board-approved proposals regarding such matters.
Conflicts of Interest.
Occasions may arise where a person or organization involved in the proxy voting process may have a potential conflict of interest. A potential conflict of interest may exist, for example, if AEW has a business relationship with either the company soliciting the proxy or a third party that has a material interest in the outcome of a proxy vote or that is actively lobbying for a particular outcome of a proxy vote. Any individual with knowledge of a potential conflict of interest relating to a particular proposal should disclose the potential conflict to AEWs Compliance Officer. The Compliance Officer will review the potential conflict of interest to determine if a conflict of interest in fact exists. Where a conflict is determined to exist, appropriate steps will be taken to ensure that the action taken was made solely on the investment merits and without regard to any other consideration.
In the event of a conflict of interest involving any proxy vote, AEW will generally vote in accordance with recommendations provided by ISS or another independent party proxy service provider.
Record Retention and Disclosure
AEW maintains a Proxy Voting binder which memorializes shareholder action with respect to securities held on behalf of AEW clients. On each occasion when votes are cast (or not cast) by AEW with respect to the securities of a particular issuer, a record of such vote should be maintained in the Proxy Voting binder. The Proxy Voting binder should include, as appropriate: (i) the name of the shareholder whose proxy is being voted; (ii) the name of the company; (iii) the exchange ticker symbol of the company; (iv) the CUSIP number; (v) a brief identification of the matter voted on; (vi) whether the matter was proposed by the company or by a security holder; (vii) whether a vote was cast on the matter; (viii) how the vote was cast (e.g., for or against proposal, or abstained, for or withheld regarding election of directors); (ix) whether the vote was cast for or against management; (x) the signature of the portfolio manager authorizing the vote; and (xi) any other relevant information. The above information should be maintained for a period of not less than six years from the end of the fiscal year in which the information was created, with the first two years in an appropriate location on-site at AEW.
ITEM 8. |
|
PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES. |
|
|
|
|
|
|
|
Not applicable. |
|
|
|
|
|
ITEM 9. |
|
PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS. |
|
|
|
|
|
|
|
None. |
|
|
|
|
|
ITEM 10. |
|
SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. |
|
|
|
|
|
|
|
Not applicable. |
|
|
|
|
|
ITEM 11. |
|
CONTROLS AND PROCEDURES. |
|
|
|
|
|
|
|
(a) |
The registrants principal executive officer and principal financial officer have concluded that the registrants disclosure controls and procedures (as defined in Rule 30a- 3(c) under the Investment Company Act of 1940, as amended (the 1940 Act)) are effective as of a date within 90 days of the filing date of this report that includes the disclosure required by this paragraph, based on their evaluation of the disclosure controls and procedures required by Rule 30a-3(b) under the 1940 Act and 15d-15(b) under the Securities Exchange Act of 1934. |
|
|
|
|
|
|
(b) |
There were no changes in the registrants internal control over financial reporting (as defined in Rule 30a-3(d) under the 1940 Act) that occurred during the registrants last fiscal half-year (the registrants second fiscal half-year in the case of an annual report) that have materially affected, or are likely to materially affect the registrants internal control over financial reporting. |
ITEM 12. |
|
EXHIBITS. |
|
|
|
|
|
(a) (1) Not applicable. |
|
|
|
|
|
Exhibit 99.CODE ETH |
|
|
(a) (2) Certifications pursuant to section 302 of the Sarbanes-Oxley Act of 2002 attached hereto. |
|
|
|
|
|
Exhibit 99.CERT |
|
|
|
|
|
(b) Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 attached hereto. |
|
|
|
|
|
Exhibit 99.906CERT |
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, there unto duly authorized.
LMP Real Estate Income Fund Inc. |
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By: |
/s/ R. Jay Gerken |
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R. Jay Gerken |
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Chief Executive Officer |
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LMP Real Estate Income Fund Inc. |
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Date: |
October 3, 2007 |
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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/ R. Jay Gerken |
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(R. Jay Gerken) |
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Chief Executive Officer |
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LMP Real Estate Income Fund Inc. |
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Date: |
October 3, 2007 |
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By: |
/s/ Kaprel Ozsolak |
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(Kaprel Ozsolak) |
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Chief Financial Officer |
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LMP Real Estate Income Fund Inc. |
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Date: |
October 3, 2007 |
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