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

 

LMP Real Estate Income Fund Inc.

(Exact name of registrant as specified in charter)

 

620 Eighth Avenue, 49th Floor, New York, NY

 

10018

(Address of principal executive offices)

 

(Zip code)

 

Robert I. Frenkel, Esq.

Legg Mason & Co., LLC

100 First Stamford Place

Stamford, CT 06902

(Name and address of agent for service)

 

Registrant’s telephone number, including area code:

(888)777-0102

 

 

Date of fiscal year end:

December 31

 

 

Date of reporting period:

December 31, 2011

 

 



 

ITEM 1.                             REPORT TO STOCKHOLDERS.

 

The Annual Report to Stockholders is filed herewith.

 



 

December 31, 2011

 

 

 

Annual Report

 

 

LMP Real Estate Income Fund Inc.

(RIT)

 

 

 

 

 

INVESTMENT PRODUCTS: NOT FDIC INSURED · NO BANK GUARANTEE · MAY LOSE VALUE

 

 

 


 

II

 

 

LMP Real Estate Income Fund Inc.

 

 

 

Fund objectives

 

The Fund’s primary investment objective is high current income and the Fund’s secondary investment objective is capital appreciation.

 

What’s inside

 

Letter from the chairman

II

 

 

Investment commentary

III

 

 

Fund overview

1

 

 

Fund at a glance

5

 

 

Schedule of investments

6

 

 

Statement of assets and liabilities

9

 

 

Statement of operations

10

 

 

Statements of changes in net assets

11

 

 

Statement of cash flows

12

 

 

Financial highlights

13

 

 

Notes to financial statements

14

 

 

Report of independent registered public accounting firm

24

 

 

Board approval of management and subadvisory agreements

25

 

 

Additional information

32

 

 

Annual chief executive officer and principal financial officer certifications

38

 

 

Other shareholder communications regarding accounting matters

39

 

 

Dividend reinvestment plan

40

 

Letter from the chairman

 

 

Dear Shareholder,

 

We are pleased to provide the annual report of LMP Real Estate Income Fund Inc. for the twelve-month reporting period ended December 31, 2011. Please read on for a detailed look at prevailing economic and market conditions during the Fund’s reporting period and to learn how those conditions have affected Fund performance.

 

As always, we remain committed to providing you with excellent service and a full spectrum of investment choices. We also remain committed to supplementing the support you receive from your financial advisor. One way we accomplish this is through our website, www.leggmason.com/cef. Here you can gain immediate access to market and investment information, including:

 

·  Fund prices and performance,

 

·  Market insights and commentaries from our portfolio managers, and

 

·  A host of educational resources.

 

Special shareholder notice

 

Effective August 15, 2011, Legg Mason Partners Fund Advisor, LLC (“LMPFA”), the Fund’s investment manager, assumed primary responsibility for the day-to-day management of the Fund’s portfolio. LMPFA continues to provide management and administrative services to the Fund. Mark McAllister serves as senior portfolio manager and John Baldi as co-portfolio manager to the Fund. Following LMPFA’s assumption of the day-to-day management of the Fund’s portfolio, the Fund no longer has a subadviser. Prior to August 15, 2011, AEW Capital Management, L.P. served as the Fund’s subadviser.

 

We look forward to helping you meet your financial goals.

 

Sincerely,

 

R. Jay Gerken, CFA

Chairman, President and Chief Executive Officer

 

January 27, 2012

 


 

 

 

LMP Real Estate Income Fund Inc.

 

III

 

 

Investment commentary

 

Economic review

 

Economic growth in the U.S. accelerated over the twelve months ended December 31, 2011. However, the pace of the expansion was less robust than during most other periods exiting a severe recession. U.S. gross domestic product (“GDP”)i growth, as reported by the U.S. Department of Commerce, was 0.4% and 1.3% in the first and second quarters of 2011, respectively. Third quarter GDP growth then rose to 1.8%. The economy then gathered further momentum late in the year, as the Commerce Department’s initial estimate for fourth quarter GDP growth was 2.8% — the fastest pace since the second quarter of 2010. This was attributed, in part, to higher consumer spending, which rose 2.0% in the fourth quarter, versus 1.7% and 0.7% gains in the third and second quarters, respectively.

 

Two factors holding back the economy were the weak job market and continued strains in the housing market. While there was some improvement in early 2011 and late in the reporting period, unemployment remained elevated. When 2011 began, unemployment, as reported by the U.S. Department of Labor, was 9.4%. After dipping below 9.0% in March 2011 (to 8.9%), unemployment moved back to 9.0% in April. Unemployment stayed above 9.0% over the next five months before declining to 8.9% in October. Unemployment then fell to 8.6% in November and 8.5% in December, the latter being the lowest rate since February 2009. The housing market showed some encouraging signs, although home prices still appear to be searching for a bottom. Looking back, existing-home sales moved somewhat higher in January 2011, according to the National Association of Realtors (“NAR”). Existing-home sales then fluctuated over the next eight months before rising during each of the last three months of the year. In addition, the year ended with the lowest inventory of unsold homes since April 2006. However, existing-home prices remained weak versus a year ago, with the NAR reporting that the median existing-home price for all housing types was $164,500 in December 2011, down 2.5% from December 2010.

 

While the manufacturing sector continued to expand, it experienced a soft patch during a portion of the reporting period. Based on the Institute for Supply Management’s PMI (“PMI”)ii, in February 2011, the manufacturing sector expanded at its fastest pace since May 2004, with a reading of 61.4 (a reading below 50 indicates a contraction, whereas a reading above 50 indicates an expansion). The PMI then generally moderated over the next several months and was 50.6 in August 2011, its lowest reading in two years. However, the manufacturing sector gained some momentum late in the period and ended December at 53.9, its highest reading in the last six months.

 

The Federal Reserve Board (“Fed”)iii took a number of actions as it sought to meet its dual mandate of fostering maximum employment and price stability. As has been the case since December 2008, the Fed kept the federal funds rateiv at a historically low range between zero and 0.25%. In addition, in August 2011, the Fed declared its intention to keep the federal funds rate steady until mid-2013. Then, in September 2011, the Fed announced its intention to purchase $400 billion of longer-term Treasury securities and to sell an equal amount of shorter-term Treasury securities by June 2012 (often

 


 

IV

 

 

LMP Real Estate Income Fund Inc.

 

 

 

Investment commentary (cont’d)

 

referred to as “Operation Twist”). At its meeting in December, the Fed potentially opened the door to another round of quantitative easing in 2012, saying it is “prepared to employ its tools to promote a stronger economic recovery in a context of price stability.” Finally, in January 2012 (after the reporting period ended), the Fed extended the period it expects to keep rates on hold, saying “economic conditions — including low rates of resource utilization and a subdued outlook for inflation over the medium run — are likely to warrant exceptionally low levels for the federal funds rate at least through late 2014.”

 

As always, thank you for your confidence in our stewardship of your assets.

 

Sincerely,

 

R. Jay Gerken, CFA

Chairman, President and
Chief Executive Officer

 

January 27, 2012

 

All investments are subject to risk including the possible loss of principal. Past performance is no guarantee of future results.

 

i              Gross domestic product (“GDP”) is the market value of all final goods and services produced within a country in a given period of time.

ii           The Institute for Supply Management’s PMI is based on a survey of purchasing executives who buy the raw materials for manufacturing at more than 350 companies. It offers an early reading on the health of the manufacturing sector.

iii        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.

iv         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.

 


 

 

 

LMP Real Estate Income Fund Inc. 2011 Annual Report

 

1

 

 

Fund overview

 

Q. What is the Fund’s investment strategy?

 

A. The Fund’s primary investment objective is high current income with capital appreciation as a secondary investment objective. The Fund has a fundamental policy of concentrating its investments in the U.S. real estate industry and not in any other industry. The Fund primarily invests in income-producing common shares, preferred shares, convertible preferred shares and debt securities issued by real estate companies, including real estate investment trusts (“REITs”)i. Real estate companies are companies that generally derive at least 50% of their revenue from the ownership, construction, financing, management or sale of commercial, industrial and residential real estate, or have at least 50% of their assets invested in such real estate.

 

Our investment process focuses on finding securities with sustainable, high or growing distributions that are covered by a company’s operating cash flows. We also look for securities that are trading at a discount to what we believe is the intrinsic value of the company. We feel this provides the Fund with additional capital appreciation potential, as well as superior defensive characteristics. Sector allocation is largely an outgrowth of our fundamental securities analysis.

 

Under normal market conditions, the Fund invests at least 90% of its total assets in income-producing common shares, preferred shares, convertible preferred shares (preferred shares that, upon the passage of time or the happening of certain events, automatically convert into common shares) and debt securities issued by real estate companies, including REITs. At least 80% of the Fund’s total assets will be invested, under normal market conditions, in income-producing securities issued by REITs.

 

It is the Fund’s intention to invest approximately 60% to 80% of its total assets in common shares issued by real estate companies and 20% to 40% of its total assets in preferred shares, including convertible preferred shares, issued by real estate companies. The actual percentage of common, preferred and convertible preferred shares and debt securities in the Fund’s portfolio may vary over time based on our assessment of market conditions. Our use of leverage is also based on our current view of the risk/return profile of the market. While we do not expect to change the amount of leverage we use frequently, it will be managed in accordance with market conditions and will not be held static if we believe it makes sense to make an adjustment.

 

Q. What were the overall market conditions during the Fund’s reporting period?

 

A. While returns for most domestic equity indices were essentially flat during the period, the REIT market broadly generated solid returns. With the equity market experiencing historic levels of volatility, the S&P 500 Indexii produced a total return for the period of 2.11%, which was driven almost entirely by dividend income, while the benchmark MSCI U.S. REIT Indexiii returned 8.69% for the same period. We believe that much of the performance for REITs was driven by investors’ desire for shares with substantial dividend yields in a period of economic and market volatility and very low interest rates on many fixed-income alternatives. In addition, some of those REITs which had reduced or frozen the

 


 

2

 

 

LMP Real Estate Income Fund Inc. 2011 Annual Report

 

 

 

Fund overview (cont’d)

 

level of their dividends during the 2008 — 2009 financial crisis began to increase them as operating fundamentals began to improve.

 

REITs also raised a record amount of capital in the public markets in 2011, including a record amount of equity. REITs raised $51.3 billion in public equity and debt in 2011 — more than the $49 billion raised in the previous record year of 2006.iv

 

Q. How did we respond to these changing market conditions?

 

A. Since we assumed management of the Fund in mid-August 2011, we have made some moderate changes in its composition. The biggest changes were meaningful reductions in our exposures to the Retail-Free Standing and Apartments sectors. We felt that the Apartments sector’s valuation was less compelling and we were less optimistic than many other observers about rental growth prospects going forward. We have also meaningfully added to our holdings in the Shopping Centers and Regional Malls sectors, as we believed that many of them offered good dividend yields and were trading at attractive discounts to their net asset values (“NAVs”)v.

 

The Fund has maintained an emphasis on commercial REITs during the reporting period. The Fund did own one mortgage REIT during the period we managed it. We do not expect to have a large allocation to this area of the market in the near term; however, we may selectively add to our mortgage REIT weighting in the future if we can make purchases of well-managed companies at a discount to their underlying book value.

 

Prior to our assumption of management of the portfolio, interest rate swaps were used to manage the Fund’s exposure to interest rate fluctuations. Overall, these derivative positions detracted from performance during the period.

 

Performance review

 

For the twelve months ended December 31, 2011, LMP Real Estate Income Fund Inc. returned 4.02% based on its NAV and -1.44% based on its New York Stock Exchange (“NYSE”) market price per share. The Fund’s unmanaged benchmark, the MSCI U.S. REIT Index, returned 8.69% for the same period. The Lipper Real Estate Closed-End Funds Category Averagevi returned 2.16% over the same time frame. Please note that Lipper performance returns are based on each fund’s NAV.

 

During the twelve-month period, the Fund made distributions to shareholders totaling $0.72 per share. The performance table shows the Fund’s twelve-month total return based on its NAV and market price as of December 31, 2011. Past performance is no guarantee of future results.

 

Performance Snapshot as of December 31, 2011

 

Price Per Share

 

12-Month
Total Return*

 

 

 

 

 

$10.70 (NAV)

 

4.02%

 

$9.25 (Market Price)

 

-1.44%

 

 

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 in additional shares in accordance with the Fund’s Dividend Reinvestment Plan.

 


 

 

 

LMP Real Estate Income Fund Inc. 2011 Annual Report

 

3

 

 

Q. What were the leading contributors to performance?

 

A. On an absolute basis, the Fund had in excess of 98% of its assets invested in REITs during the period, which produced positive returns for the year. In terms of individual Fund holdings, leading contributors to performance for the period included positions in Camden Property Trust, DCT Industrial Trust Inc., Excel Trust Inc., Strategic Hotels & Resorts Inc. Series B Preferred Shares and Primaris Retail Real Estate Investment Trust.

 

Q. What were the leading detractors from performance?

 

A. Relative to the MSCI U.S. REIT Index, the Fund’s overall stock selection detracted from relative performance. In terms of individual Fund holdings, leading detractors from performance for the period included positions in Getty Realty Corp., First Potomac Realty Trust, CommonWealth REIT, Mack-Cali Realty Corp. and LBA Realty Fund II WBP I Public.

 

Q. Were there any significant changes to the Fund during the reporting period?

 

A. In addition to the broader changes made to the Fund that were announced via press release over the course of the reporting period (including changing the portfolio management team), there were a number of specific changes made to the portfolio over the course of the reporting period.

 

Among the largest additions to the Fund’s portfolio were new positions in Westfield Group Australia, Campus Crest Communities Inc., DCT Industrial Trust Inc., Hospitality Properties Trust, and Excel Trust Inc. Some of the largest existing holdings that were sold over the course of the period were positions in Camden Property Trust, American Campus Communities Inc., National Retail Properties Inc., and Realty Income Corp.

 

Looking for additional information?

 

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. Barron’s and the Wall Street Journal’s 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/cef.

 

In a continuing effort to provide information concerning the Fund, shareholders may call 1-888-777-0102 (toll free), Monday through Friday from 8:00 a.m. to 5:30 p.m. Eastern Time, for the Fund’s current NAV, market price and other information.

 

Thank you for your investment in LMP Real Estate Income Fund Inc. As always, we appreciate that you have chosen us to manage your assets and we remain focused on achieving the Fund’s investment goals.

 

Sincerely,

 

Mark McAllister

Portfolio Manager
Legg Mason Partners Fund Advisor, LLC

 


 

4

 

 

LMP Real Estate Income Fund Inc. 2011 Annual Report

 

 

 

Fund overview (cont’d)

 

John Baldi

Portfolio Manager
Legg Mason Partners Fund Advisor, LLC

 

January 17, 2012

 

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 more broadly diversified funds. Leverage may result in greater volatility of NAV and the market price of common shares and increases a shareholder’s risk of loss. The Fund may make significant investments in derivative instruments. Derivative instruments can be illiquid, may disproportionately increase losses, and have a potentially large impact on Fund performance.

 

Portfolio holdings and breakdowns are as of December 31, 2011 and are subject to change and may not be representative of the portfolio managers’ current or future investments. The Fund’s top ten holdings (as a percentage of total investments) as of this date were: Urstadt Biddle Properties Inc., Cumulative, Series C, 8.500% (4.2%), Macerich Co. (4.0%), OMEGA Healthcare Investors Inc. (3.7%), Kilroy Realty Corp. (3.5%), Kimco Realty Corp., Series G, 7.750% (3.4%), First Potomac Realty Trust (3.4%), Westfield Group (3.3%), Public Storage Inc., Cumulative Redeemable, Series L, 6.750% (3.2%), HCP Inc. (3.1%) and Liberty Property Trust (3.1%). Please refer to pages 6 through 8 for a list and percentage breakdown of the Fund’s holdings.

 

The mention of sector breakdowns is for informational purposes only and should not be construed as a recommendation to purchase or sell any securities. The information provided regarding such sectors is not a sufficient basis upon which to make an investment decision. Investors seeking financial advice regarding the appropriateness of investing in any securities or investment strategies discussed should consult their financial professional. The Fund’s top five sector holdings (as a percentage of total investments) as of December 31, 2011 were: Shopping Centers (19.1%), Health Care (13.1%), Office (12.7%), Diversified (11.7%) and Regional Malls (10.6%). The Fund’s portfolio composition is subject to change at any time.

 

All investments are subject to risk including the possible loss of principal. Past performance is no guarantee of future results. All index performance reflects no deduction for fees, expenses or taxes. Please note that an investor cannot invest directly in an index.

 

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.

 

i              Real estate investment trusts (“REITs”) invest in real estate or loans secured by real estate and issue shares in such investments, which can be illiquid.

ii           The S&P 500 Index is an unmanaged index of 500 stocks and is generally representative of the performance of larger companies in the U.S.

iii        The MSCI U.S. REIT Index is a free float-adjusted market capitalization weighted index that is comprised of equity REITs that are included in the MSCI U.S. Investable Market 2500 Index, with the exception of specialty equity REITs that do not generate a majority of their revenue and income from real estate rental and leasing operations. The Index represents approximately 85% of the U.S. REIT universe.

iv         NAREIT News Release; January 4, 2012.

v            Net asset value (“NAV”) is calculated by subtracting total liabilities and outstanding preferred stock (if any) from the closing value of all securities held by the Fund (plus all other assets) and dividing the result (total investments) 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 the Fund’s market price as determined by supply of and demand for the Fund’s shares.

vi         Lipper, Inc., a wholly-owned subsidiary of Reuters, provides independent insight on global collective investments. Returns are based on the twelve-month period ended December 31, 2011, including the reinvestment of all distributions, including returns of capital, if any, calculated among the 9 funds in the Fund’s Lipper category.

 


 

 

 

LMP Real Estate Income Fund Inc. 2011 Annual Report

 

5

 

 

Fund at a glance (unaudited)

 

Investment breakdown (%) as a percent of total investments

 

 

The bar graph above represents the composition of the Fund’s investments as of December 31, 2011 and December 31, 2010 and does not include derivatives, such as swap contracts. The Fund is actively managed. As a result, the composition of the Fund’s investments is subject to change at any time.

 


 

6

 

 

LMP Real Estate Income Fund Inc. 2011 Annual Report

 

 

 

Schedule of investments

December 31, 2011

 

LMP Real Estate Income Fund Inc.

 

Security

 

Shares

 

Value

 

Common Stocks — 57.4%

 

 

 

 

 

Apartments — 1.9%

 

 

 

 

 

Campus Crest Communities Inc.

 

308,220

 

$  3,100,693

(a)

Diversified — 5.4%

 

 

 

 

 

Digital Realty Trust Inc.

 

45,000

 

3,000,150

(a)

Dundee Real Estate Investment Trust

 

125,000

 

4,008,589

 

Starwood Property Trust Inc.

 

85,000

 

1,573,350

 

Total Diversified

 

 

 

8,582,089

 

Health Care — 11.5%

 

 

 

 

 

Cogdell Spencer Inc.

 

205,000

 

871,250

 

HCP Inc.

 

119,800

 

4,963,314

(a)

Health Care REIT Inc.

 

83,000

 

4,525,990

(a)

OMEGA Healthcare Investors Inc.

 

300,000

 

5,805,000

(a)

Senior Housing Properties Trust

 

90,000

 

2,019,600

(a)

Total Health Care

 

 

 

18,185,154

 

Industrial — 5.2%

 

 

 

 

 

DCT Industrial Trust Inc.

 

557,830

 

2,856,090

(a)

First Potomac Realty Trust

 

410,000

 

5,350,500

(a)

Total Industrial

 

 

 

8,206,590

 

Industrial/Office - Mixed — 3.1%

 

 

 

 

 

Liberty Property Trust

 

160,000

 

4,940,800

(a)

Lodging/Resorts — 1.6%

 

 

 

 

 

Hospitality Properties Trust

 

108,580

 

2,495,168

(a)

Office — 9.3%

 

 

 

 

 

BioMed Realty Trust Inc.

 

130,000

 

2,350,400

(a)

CommonWealth REIT

 

100,000

 

1,664,000

(a)

Highwoods Properties Inc.

 

65,000

 

1,928,550

(a)

Kilroy Realty Corp.

 

146,700

 

5,584,869

(a)

Mack-Cali Realty Corp.

 

120,000

 

3,202,800

(a)

Total Office

 

 

 

14,730,619

 

Regional Malls — 7.3%

 

 

 

 

 

Macerich Co.

 

125,000

 

6,325,000

(a)

Westfield Group

 

650,000

 

5,192,246

 

Total Regional Malls

 

 

 

11,517,246

 

Shopping Centers — 9.0%

 

 

 

 

 

Excel Trust Inc.

 

165,000

 

1,980,000

(a)

Inland Real Estate Corp.

 

210,000

 

1,598,100

(a)

Kite Realty Group Trust

 

264,000

 

1,190,640

 

Primaris Retail Real Estate Investment Trust

 

196,000

 

3,965,212

(a)

Ramco-Gershenson Properties Trust

 

247,620

 

2,434,105

(a)

Regency Centers Corp.

 

85,000

 

3,197,700

(a)

Total Shopping Centers

 

 

 

14,365,757

 

 

See Notes to Financial Statements.

 


 

 

 

LMP Real Estate Income Fund Inc. 2011 Annual Report

 

7

 

 

LMP Real Estate Income Fund Inc.

 

Security

 

 

 

 

 

Shares

 

Value

 

Specialty — 3.1%

 

 

 

 

 

 

 

 

 

Entertainment Properties Trust

 

 

 

 

 

112,000

 

$  4,895,520

(a)

Total Common Stocks (Cost — $75,280,378)

 

 

 

 

 

 

 

91,019,636

 

 

 

 

 

 

 

 

 

 

 

 

 

Rate

 

 

 

 

 

 

 

Preferred Stocks — 40.0%

 

 

 

 

 

 

 

 

 

Apartments — 2.1%

 

 

 

 

 

 

 

 

 

Apartment Investment & Management Co., Cumulative, Series Y

 

7.875

%

 

 

70,000

 

1,762,600

(a)

Apartment Investment & Management Co., Cumulative, Series U

 

7.750

%

 

 

64,900

 

1,626,394

(a)

Total Apartments

 

 

 

 

 

 

 

3,388,994

 

Diversified — 6.3%

 

 

 

 

 

 

 

 

 

Duke Realty Corp., Series M

 

6.950

%

 

 

169,800

 

4,261,980

(a)

LBA Realty Fund LP, Cumulative Redeemable

 

8.750

%

 

 

90,000

 

3,135,942

*

Vornado Realty Trust, Cumulative Redeemable, Series G

 

6.625

%

 

 

100,000

 

2,532,000

(a)

Total Diversified

 

 

 

 

 

 

 

9,929,922

 

Health Care — 1.6%

 

 

 

 

 

 

 

 

 

HCP Inc., Series F

 

7.100

%

 

 

100,000

 

2,553,000

(a)

Lodging/Resorts — 7.4%

 

 

 

 

 

 

 

 

 

Ashford Hospitality Trust

 

9.000

%

 

 

67,220

 

1,636,807

(a)

Equity Lifestyle Properties Inc., Cumulative Redeemable Series A

 

8.034

%

 

 

75,000

 

1,898,250

(a)

LaSalle Hotel Properties, Cumulative Redeemable, Series G

 

7.250

%

 

 

52,900

 

1,260,210

(a)

Pebblebrook Hotel Trust, Series A

 

7.875

%

 

 

80,000

 

1,920,800

 

Strategic Hotels Capital Inc., Series B

 

8.250

%

 

 

94,300

 

2,686,843

*(a)

Sunstone Hotel Investors Inc., Cumulative Redeemable, Series A

 

8.000

%

 

 

100,100

 

2,334,582

(a)

Total Lodging/Resorts

 

 

 

 

 

 

 

11,737,492

 

Office — 3.4%

 

 

 

 

 

 

 

 

 

BioMed Realty Trust Inc., Series A

 

7.375

%

 

 

130,000

 

3,305,900

(a)

Brandywine Realty Trust, Series D

 

7.375

%

 

 

46,400

 

1,151,184

(a)

Corporate Office Properties Trust, Cumulative Redeemable, Series J

 

7.625

%

 

 

40,000

 

990,000

(a)

Total Office

 

 

 

 

 

 

 

5,447,084

 

 

See Notes to Financial Statements.

 


 

8

 

 

LMP Real Estate Income Fund Inc. 2011 Annual Report

 

 

 

Schedule of investments (cont’d)

December 31, 2011

 

LMP Real Estate Income Fund Inc.

 

Security

 

Rate

 

 

 

Shares

 

Value

 

Regional Malls — 3.3%

 

 

 

 

 

 

 

 

 

CBL & Associates Properties Inc.

 

7.375

%

 

 

60,000

 

$     1,420,800

(a)

Glimcher Realty Trust, Cumulative Redeemable, Series F

 

8.750

%

 

 

85,000

 

2,116,500

(a)

Taubman Centers Inc., Cumulative Redeemable, Series H

 

7.625

%

 

 

66,000

 

1,681,845

 

Total Regional Malls

 

 

 

 

 

 

 

5,219,145

 

Retail - Free Standing — 2.5%

 

 

 

 

 

 

 

 

 

National Retail Properties Inc., Cumulative Redeemable, Series C

 

7.375

%

 

 

85,000

 

2,164,227

(a)

Realty Income Corp., Cumulative Redeemable, Series E

 

6.750

%

 

 

70,000

 

1,806,000

(a)

Total Retail - Free Standing

 

 

 

 

 

 

 

3,970,227

 

Shopping Centers — 10.1%

 

 

 

 

 

 

 

 

 

Cedar Shopping Centers Inc., Cumulative Redeemable, Series A

 

8.875

%

 

 

90,810

 

2,158,554

(a)

Kimco Realty Corp., Series G

 

7.750

%

 

 

209,100

 

5,384,325

(a)

Kite Realty Group Trust, Series A

 

8.250

%

 

 

80,000

 

1,844,000

(a)

Urstadt Biddle Properties Inc., Cumulative, Series C

 

8.500

%

 

 

63,800

 

6,663,910

 

Total Shopping Centers

 

 

 

 

 

 

 

16,050,789

 

Storage — 3.3%

 

 

 

 

 

 

 

 

 

Public Storage Inc., Cumulative Redeemable, Series L

 

6.750

%

 

 

200,000

 

5,146,000

(a)

Total Preferred Stocks (Cost — $63,277,631)

 

 

 

 

 

 

 

63,442,653

 

Total Investments before Short-Term Investments
(Cost — $138,558,009)

 

 

 

 

 

 

 

154,462,289

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Maturity
Date

 

 

Face
Amount

 

 

 

Short-Term Investments — 2.6%

 

 

 

 

 

 

 

 

 

Repurchase Agreements — 2.6%

 

 

 

 

 

 

 

 

 

Interest in $137,141,000 joint tri-party repurchase agreement dated 12/30/11 with Deutsche Bank Securities Inc.; Proceeds at maturity — $4,071,023; (Fully collateralized by various U.S. government agency obligations, 0.875% to 2.100% due 2/17/15 to 9/16/21; Market value — $4,152,443) (Cost — $4,071,000)

 

0.050

%

1/3/12

 

$4,071,000

 

4,071,000

 

Total Investments — 100.0% (Cost — $142,629,009#)

 

 

 

 

 

 

 

$158,533,289

 

 

*  Non-income producing security.

(a)  All or a portion of this security is pledged as collateral pursuant to the loan agreement (See Note 5).

#  Aggregate cost for federal income tax purposes is $143,248,117.

 

Abbreviation used in this schedule:

 

REIT   — Real Estate Investment Trust

 

See Notes to Financial Statements.

 


 

 

 

LMP Real Estate Income Fund Inc. 2011 Annual Report

 

9

 

 

Statement of assets and liabilities

December 31, 2011

 

Assets:

 

 

 

Investments, at value (Cost — $142,629,009)

 

$158,533,289

 

Dividends and interest receivable

 

1,113,187

 

Prepaid expenses

 

8,012

 

Total Assets

 

159,654,488

 

 

 

 

 

Liabilities:

 

 

 

Loan payable (Note 5)

 

37,000,000

 

Investment management fee payable

 

112,818

 

Due to custodian

 

80,504

 

Interest payable (Note 5)

 

3,795

 

Directors’ fees payable

 

337

 

Accrued expenses

 

116,475

 

Total Liabilities

 

37,313,929

 

Total Net Assets

 

$122,340,559

 

 

 

 

 

Net Assets:

 

 

 

Par value ($0.001 par value; 11,431,201 shares issued and outstanding; 100,000,000 shares authorized)

 

$        11,431

 

Paid-in capital in excess of par value

 

131,714,607

 

Undistributed net investment income

 

415,992

 

Accumulated net realized loss on investments, swap contracts and foreign currency transactions

 

(25,705,901)

 

Net unrealized appreciation on investments and foreign currencies

 

15,904,430

 

Total Net Assets

 

$122,340,559

 

 

 

 

 

Shares Outstanding

 

11,431,201

 

 

 

 

 

Net Asset Value

 

$10.70

 

 

See Notes to Financial Statements.

 


 

10

 

 

LMP Real Estate Income Fund Inc. 2011 Annual Report

 

 

 

Statement of operations

For the Year Ended December 31, 2011

 

Investment Income:

 

 

 

Dividends

 

$  7,479,385

 

Interest

 

1,564

 

Less: Foreign taxes withheld

 

(83,499)

 

Total Investment Income

 

$  7,397,450

 

 

 

 

 

Expenses:

 

 

 

Investment management fee (Note 2)

 

1,507,901

 

Interest expense (Note 5)

 

430,136

 

Legal fees

 

106,757

 

Transfer agent fees

 

92,203

 

Audit and tax

 

57,800

 

Shareholder reports

 

36,688

 

Stock exchange listing fees

 

15,893

 

Directors’ fees

 

15,803

 

Fund accounting fees

 

13,130

 

Commitment fees (Note 5)

 

8,889

 

Insurance

 

3,170

 

Custody fees

 

1,834

 

Miscellaneous expenses

 

5,055

 

Total Expenses

 

2,295,259

 

Less: Fee waivers and/or expense reimbursements (Note 2)

 

(30,113)

 

Net Expenses

 

2,265,146

 

Net Investment Income

 

5,132,304

 

 

 

 

 

Realized and Unrealized Gain (Loss) on Investments, REIT Distributions, Swap Contracts and Foreign Currency Transactions (Notes 1, 3 and 4):

 

 

 

Net Realized Gain (Loss) From:

 

 

 

Investment transactions

 

9,998,682

 

REIT Distributions

 

609,776

 

Swap contracts

 

(2,429,154)

 

Foreign currency transactions

 

18,513

 

Net Realized Gain

 

8,197,817

 

Change in Net Unrealized Appreciation (Depreciation) From:

 

 

 

Investments

 

(9,878,667)

 

Swap contracts

 

602,824

 

Foreign currencies

 

445

 

Change in Net Unrealized Appreciation (Depreciation)

 

(9,275,398)

 

Net Loss on Investments, Swap Contracts and Foreign Currency Transactions

 

(1,077,581)

 

Increase in Net Assets from Operations

 

$  4,054,723

 

 

See Notes to Financial Statements.


 

 

 

LMP Real Estate Income Fund Inc. 2011 Annual Report

 

11

 

 

Statements of changes in net assets

 

For the Years ended December 31,

 

2011

 

2010

 

 

 

 

 

 

 

Operations:

 

 

 

 

 

Net investment income

 

$    5,132,304

 

$    4,071,431

 

Net realized gain (loss)

 

8,197,817

 

(686,031)

 

Change in net unrealized appreciation (depreciation)

 

(9,275,398)

 

28,676,266

 

Increase in Net Assets From Operations

 

4,054,723

 

32,061,666

 

 

 

 

 

 

 

Distributions to Shareholders From (Note 1):

 

 

 

 

 

Net investment income

 

(8,230,465)

 

(3,312,084)

 

Return of capital

 

 

(4,918,381)

 

Decrease in Net Assets From Distributions to Shareholders

 

(8,230,465)

 

(8,230,465)

 

Increase (Decrease) in Net Assets

 

(4,175,742)

 

23,831,201

 

 

 

 

 

 

 

Net Assets:

 

 

 

 

 

Beginning of year

 

126,516,301

 

102,685,100

 

End of year*

 

$122,340,559

 

$126,516,301

 

* Includes undistributed net investment income of:

 

$415,992

 

$632,905

 

 

See Notes to Financial Statements.

 


 

12

 

 

LMP Real Estate Income Fund Inc. 2011 Annual Report

 

 

 

Statement of cash flows

For the Year Ended December 31, 2011

 

Increase (Decrease) in Cash:

Cash Provided from Operating Activities:

 

 

 

Net increase in net assets resulting from operations

 

$

4,054,723

 

Adjustments to reconcile net increase in net assets resulting from operations to net cash provided by operating activities:

 

 

 

Purchases of portfolio securities

 

(38,732,545)

 

Proceeds from sales of portfolio securities

 

54,259,311

 

Net purchases, sales and maturities of short-term investments

 

(2,750,000)

 

Net payment on swap contract and foreign currency transactions

 

(2,438,359)

 

Increase in dividends and interest receivable

 

(166,288)

 

Increase in prepaid expenses

 

(6,279)

 

Decrease in payable for open swap contracts

 

(28,795)

 

Decrease in cash collateral with brokers

 

983,345

 

Decrease in payable for securities purchased

 

(70,356)

 

Decrease in investment management fee payable

 

(14,927)

 

Decrease in Directors’ fee payable

 

(5,872)

 

Increase in interest payable

 

1,413

 

Decrease in accrued expenses

 

(13,096)

 

Net realized gain on investments, REIT distributions, swap contracts and foreign currency transactions

 

(8,197,817)

 

Change in unrealized appreciation of investments, swap contracts and foreign currency transactions

 

9,275,398

 

Net Cash Provided by Operating Activities

 

16,149,856

 

 

 

 

 

Cash Flows from Financing Activities:

 

 

 

Distribution paid on common stock

 

(8,230,465)

 

Decrease in loan payable

 

(8,000,000)

 

Due to custodian

 

80,504

 

Net Cash Used in Financing Activities

 

(16,149,961)

 

Net Decrease in Cash

 

(105)

 

Cash at Beginning of Year

 

105

 

Cash at End of Year

 

$

 

Supplemental disclosure of cash flow information:

 

 

 

Cash paid for interest and fees on borrowings:

 

$

428,723

 

 

See Notes to Financial Statements.

 


 

 

 

LMP Real Estate Income Fund Inc. 2011 Annual Report

 

13

 

 

Financial highlights

 

For a share of beneficial interest outstanding throughout each year ended December 31, unless otherwise noted:

 

 

 

2011

 

2010

 

2009

 

2008

 

2007

 

Net asset value, beginning of year1

 

$11.07

 

$8.98

 

$6.46

 

$16.04

 

$24.53

 

Income (loss) from operations:

 

 

 

 

 

 

 

 

 

 

 

Net investment income

 

0.45

 

0.36

 

0.45

 

0.90

 

1.13

 

Net realized and unrealized gain (loss)

 

(0.10)

 

2.45

 

3.01

 

(8.10)

 

(7.04)

 

Distributions paid to taxable auction rate preferred stockholders

 

 

 

 

(0.21)

 

(0.46)

 

Total income (loss) from operations

 

0.35

 

2.81

 

3.46

 

(7.41)

 

(6.37)

 

Less distributions paid to common stockholders from:

 

 

 

 

 

 

 

 

 

 

 

Net investment income

 

(0.72)

 

(0.29)

 

(0.44)

 

(0.71)

 

(0.97)

 

Net realized gains

 

 

 

 

(0.48)

 

(1.15)

 

Return of capital

 

 

(0.43)

 

(0.50)

 

(0.98)

 

 

Total distributions

 

(0.72)

 

(0.72)

 

(0.94)

 

(2.17)

 

(2.12)

 

Net asset value, end of year

 

$10.70

 

$11.07

 

$8.98

 

$6.46

 

$16.04

 

Market price, end of year

 

$9.25

 

$10.10

 

$8.05

 

$4.79

 

$14.52

 

Total return, based on NAV2,3

 

4.02

%

33.49

%

63.57

%

(49.80)

%

(27.44)

%

Total return, based on Market Price3

 

(1.44)

%

35.86

%

97.75

%

(58.88)

%

(25.54)

%

Net assets, end of year (millions)

 

$122

 

$127

 

$103

 

$73

 

$180

 

Ratios to average net assets4:

 

 

 

 

 

 

 

 

 

 

 

Gross expenses

 

1.85

%

2.08

%

2.48

%

2.27

%

1.55

%

Net expenses5

 

1.82

6,7

2.08

 

2.42

6,8

2.01

6,8

1.17

6,8

Net investment income

 

4.13

 

3.57

 

6.76

 

6.83

 

5.18

 

Portfolio turnover rate

 

23

%

12

%

19

%

14

%

13

%

Auction Rate Preferred Stock9:

 

 

 

 

 

 

 

 

 

 

 

Total Amount Outstanding (000s)

 

 

 

 

 

$95,000

 

Asset Coverage

 

 

 

 

 

72,306

%

Involuntary Liquidating Preference Per Share10

 

 

 

 

 

25,000

 

Supplemental data:

 

 

 

 

 

 

 

 

 

 

 

Loans Outstanding, End of Year (000s)

 

$37,000

 

$45,000

 

$34,000

 

$27,600

 

 

Asset Coverage for Loan Outstanding

 

431

%

381

%

402

%

366

%

 

Weighted Average Loan (000s)

 

$43,268

 

$38,690

 

$27,499

 

$46,502

11

 

Weighted Average Interest Rate on Loans

 

0.99

%

1.53

%

1.38

%

3.43

%

 

 

1                Per share amounts have been calculated using the average shares method.

2                Performance figures may reflect compensating balance arrangements, fee waivers and/or expense reimbursements. In the absence of compensating balance arrangements, fee waivers and/or expense reimbursements, the total return would have been lower. Past performance is no guarantee of future results.

3                The total return calculation assumes that distributions are reinvested in accordance with the Fund’s dividend reinvestment plan. Past performance is no guarantee of future results.

4                Calculated on the basis of average net assets of common stock shareholders. Ratios do not reflect the effect of dividend payments to preferred stockholders.

5                The impact of compensating balance arrangements, if any, was less than 0.01%.

6                Reflects fee waivers and/or expense reimbursements.

7                LMPFA has agreed to a waiver in the amount of 0.05% of the investment advisory fee that is paid to it by the Fund. The waiver commenced with LMPFA’s assumption of the primary responsibility for the day-to-day management of the Fund’s portfolio and will extend through June 30, 2014.

8                LMPFA has contractually agreed to waive a portion of its management fee in the amount of 0.32% of the Fund’s average daily managed assets from inception through July 31, 2007, 0.20% of the Fund’s average daily Managed Assets for the 12-month period ended July 31, 2008, and 0.10% of the Fund’s average daily Managed Assets for the 12-month period ended July 31, 2009. The waiver was eliminated August 1, 2009.

9                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. On August 26, 2008, the Fund fully redeemed the 3,800 shares of Taxable Auction Rate Cumulative Preferred Stock.

10           Excludes accrued interest or accumulated undeclared distributions.

11           For the period August 26, 2008 through December 31, 2008.

 

See Notes to Financial Statements.

 


 

14

 

 

LMP Real Estate Income Fund Inc. 2011 Annual Report

 

 

 

Notes to financial statements

 

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 Fund’s primary investment objective is high current income and the Fund’s 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. Subsequent events have been evaluated through the date the financial statements were issued.

 

(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. The valuations for fixed income securities and certain derivative instruments are typically the prices supplied by independent third party pricing services, which may use market prices or broker/dealer quotations or a variety of fair valuation techniques and methodologies. Short-term fixed income securities that will mature in 60 days or less are valued at amortized cost, unless it is determined that using this method would not reflect an investment’s fair value. If independent third party pricing services are unable to supply prices for a portfolio investment, or if the prices supplied are deemed by the manager to be unreliable, the market price may be determined by the manager using quotations from one or more broker/dealers. When the Fund holds securities or other assets that are denominated in a foreign currency, the Fund will normally use the currency exchange rates as of 4:00 p.m. (Eastern Time). When reliable prices are not readily available, 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 values these securities as determined in accordance with procedures approved by the Fund’s Board of Directors.

 

The Fund has adopted Financial Accounting Standards Board Codification Topic 820 (“ASC Topic 820”). ASC Topic 820 establishes a single definition of fair value, creates a three-tier hierarchy as a framework for measuring fair value based on inputs used to value the Fund’s investments, and requires additional disclosure about fair value. The hierarchy of inputs is summarized below.

 

·   Level 1 — quoted prices in active markets for identical investments

 

·   Level 2 — other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.)

 


 

 

 

LMP Real Estate Income Fund Inc. 2011 Annual Report

 

15

 

 

·   Level 3 — significant unobservable inputs (including the Fund’s own assumptions in determining the fair value of investments)

 

The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.

 

The Fund uses valuation techniques to measure fair value that are consistent with the market approach and/or income approach, depending on the type of security and the particular circumstance. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable securities. The income approach uses valuation techniques to discount estimated future cash flows to present value.

 

The following is a summary of the inputs used in valuing the Fund’s assets carried at fair value:

 

ASSETS

 

Description

 

Quoted Prices
(Level 1)

 

Other Significant
Observable Inputs
(Level 2)

 

Significant
Unobservable
Inputs
(Level 3)

 

Total

 

Long-term investments†:

 

 

 

 

 

 

 

 

 

Common stocks

 

$ 91,019,636

 

 

 

$  91,019,636

 

Preferred stocks:

 

 

 

 

 

 

 

 

 

Diversified

 

6,793,980

 

$ 3,135,942

 

 

9,929,922

 

Lodging/resorts

 

5,455,857

 

6,281,635

 

 

11,737,492

 

Regional malls

 

3,537,300

 

1,681,845

 

 

5,219,145

 

Retail-free standing

 

1,806,000

 

2,164,227

 

 

3,970,227

 

Other preferred stocks

 

32,585,867

 

 

 

32,585,867

 

Total long-term investments

 

$141,198,640

 

$13,263,649

 

 

$154,462,289

 

Short-term investments†

 

 

4,071,000

 

 

4,071,000

 

Total investments

 

$141,198,640

 

$17,334,649

 

 

$158,533,289

 

 

†  See Schedule of Investments for additional detailed categorizations.

 

(b) Repurchase agreements. The Fund may enter into repurchase agreements with institutions that its investment adviser has determined are creditworthy. Each repurchase agreement is recorded at cost. Under the terms of a typical repurchase agreement, the Fund acquires a debt security subject to an obligation of the seller to repurchase, and of the Fund to resell, the security at an agreed-upon price and time, thereby determining the yield during the Fund’s holding period. When entering into repurchase agreements, it is the Fund’s policy that its custodian or a third party custodian, acting on the Fund’s behalf, 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 maturity exceeds one business day, the value of the collateral is marked-to-market and measured against the value of the agreement in an effort to ensure the adequacy of the collateral. If the counterparty defaults, the Fund generally has the right to use the collateral to satisfy the

 


 

16

 

 

LMP Real Estate Income Fund Inc. 2011 Annual Report

 

 

 

Notes to financial statements (cont’d)

 

terms of the repurchase transaction. However, if the market value of the collateral declines during the period in which the Fund seeks to assert its rights 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) Swap agreements. The Fund may invest in swaps for the purpose of managing its exposure to interest rate, credit or market risk, or for other purposes. The use of swaps involves risks that are different from those associated with ordinary portfolio transactions.

 

Swap contracts are marked-to-market daily and changes in value are recorded as unrealized appreciation (depreciation). Gains or losses are realized upon termination of the swap agreement. Collateral, in the form of restricted cash or securities, may be required to be held in segregated accounts with the Fund’s custodian in compliance with the terms of the swap contracts. Securities posted as collateral for swap contracts are identified in the Schedule of Investments and restricted cash, if any, is identified on the Statement of Assets and Liabilities. Risks may exceed amounts recorded in the Statement of Assets and Liabilities. These risks include changes in the returns of the underlying instruments, failure of the counterparties to perform under the contracts’ terms, and the possible lack of liquidity with respect to the swap agreements.

 

Payments received or made at the beginning of the measurement period are reflected as a premium or deposit, respectively, on the Statement of Assets and Liabilities. These upfront payments are amortized over the life of the swap and are recognized as realized gain or loss in the Statement of Operations. Net periodic payments received or paid by the Fund are recognized as a realized gain or loss in the Statement of Operations

 

For average notional amounts of swaps held during the year ended December 31, 2011 see Note 4.

 

Interest rate swaps

 

The Fund may enter into interest rate swap contracts to manage its exposure to interest rate risk. Interest rate swaps are agreements between two parties to exchange cash flows based on a notional principal amount. The Fund may elect to pay a fixed rate and receive a floating rate, or, receive a fixed rate and pay a floating rate on a notional principal amount. Interest rate swaps are marked-to-market daily based upon quotations from market makers and the change, if any, is recorded as an unrealized gain or loss in the Statement of Operations. When a swap contract is terminated early, the Fund records a realized gain or loss equal to the difference between the original cost and the settlement amount of the closing transaction.

 

The risks of interest rate swaps include changes in market conditions that will affect the value of the contract or changes in the present value of the future cash flow streams and the possible inability of the counterparty to


 

 

 

LMP Real Estate Income Fund Inc. 2011 Annual Report

 

17

 

 

fulfill its obligations under the agreement. The Fund’s maximum risk of loss from counterparty credit risk is the discounted net value of the cash flows to be received from the counterparty over the contract’s remaining life, to the extent that that amount is positive. This risk is mitigated by the posting of collateral by the counterparty to the Fund to cover the Fund’s exposure to the counterparty.

 

(d) 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 fluctuations 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 Fund’s books and the U.S. dollar equivalent of the amounts actually received or paid. Net unrealized foreign exchange gains and losses arise from changes in the values of assets and liabilities, other than investments in securities, on 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.

 

(e) 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.

 

(f) Counterparty risk and credit-risk-related contingent features of derivative instruments. The Fund may invest in certain securities or engage in other transactions, where the Fund is exposed to counterparty credit risk in addition to broader market risks. The Fund may invest in securities of issuers, which may also be considered counterparties as trading partners in other transactions. This may increase the risk of loss in the event of default or bankruptcy by the counterparty or if the counterparty otherwise fails to meet

 


 

18

 

 

LMP Real Estate Income Fund Inc. 2011 Annual Report

 

 

 

Notes to financial statements (cont’d)

 

its contractual obligations. The Fund’s investment manager attempts to mitigate counterparty risk by (i) periodically assessing the creditworthiness of its trading partners, (ii) monitoring and/or limiting the amount of its net exposure to each individual counterparty based on its assessment and (iii) requiring collateral from the counterparty for certain transactions. Market events and changes in overall economic conditions may impact the assessment of such counterparty risk by the investment manager. In addition, declines in the values of underlying collateral received may expose the Fund to increased risk of loss.

 

The Fund has entered into master agreements with certain of its derivative counterparties that provide for general obligations, representations, agreements, collateral, events of default or termination and credit related contingent features. The credit related contingent features include, but are not limited to, a percentage decrease in the Fund’s net assets or NAV over a specified period of time. If these credit related contingent features were triggered, the derivatives counterparty could terminate the positions and demand payment or require additional collateral.

 

As of December 31, 2011, the Fund did not have any open derivative transactions with credit related contingent features in a net liability position.

 

(g) 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 practicable 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 or a credit event occurs that impacts the issuer, the Fund may halt any additional interest income accruals and consider the realizability of interest accrued up to the date of default or credit event.

 

(h) Distributions to shareholders. Dividends and distributions to shareholders are recorded monthly by the Fund on the ex-dividend date for the shareholders of common stock. The Fund’s 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 Fund’s 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.

 


 

 

 

LMP Real Estate Income Fund Inc. 2011 Annual Report

 

19

 

 

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 Fund’s Board of Directors. Under Fund’s Managed Distribution Policy, if, for any monthly distribution, net investment income and net realized capital gain is less than the amount of the distribution, the difference will be distributed from the Fund’s assets (and constitute a “return of capital”). The Board of Directors may terminate 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 could have an adverse effect on the market price for Fund’s shares.

 

(i) Cash flow information. The Fund invests in securities and distributes dividends from net investment income and net realized gains, which are paid in cash and may be reinvested at the discretion of shareholders. These activities are reported in the Statement of Changes in Net Assets and additional information on cash receipts and cash payments are presented in the Statement of Cash Flows.

 

(j) Compensating balance arrangements. The Fund has an arrangement with its custodian bank whereby a portion of the custodian’s fees is paid indirectly by credits earned on the Fund’s cash on deposit with the bank.

 

(k) Federal and other taxes. It is the Fund’s policy to comply with the federal income and excise tax requirements of the Internal Revenue Code of 1986 (the “Code”), as amended, applicable to regulated investment companies. Accordingly, the Fund intends to distribute its taxable income and net realized gains, if any, to shareholders in accordance with timing requirements imposed by the Code. Therefore, no federal or state income tax provision is required in the Fund’s financial statements.

 

Management has analyzed the Fund’s tax positions taken on income tax returns for all open tax years and has concluded that as of December 31, 2011, no provision for income tax is required in the Fund’s financial statements. The Fund’s federal and state income and federal excise tax returns for tax years for which the applicable statutes of limitations have not expired are subject to examination by Internal Revenue Service and state departments of revenue.

 

Under the applicable foreign tax laws, a withholding tax may be imposed on interest, dividends and capital gains at various rates.

 

(l) Reclassification. GAAP requires that certain components of net assets be reclassified to reflect permanent differences between financial and tax reporting. These reclassifications have no effect on net assets or net asset

 


 

20

 

 

LMP Real Estate Income Fund Inc. 2011 Annual Report

 

 

 

Notes to financial statements (cont’d)

 

values per share. During the current year, the following reclassifications have been made:

 

 

 

Undistributed Net
Investment Income

 

Accumulated Net
Realized Loss

 

Paid-in Capital

 

(a)

 

$3,346,905

 

 

 

 

$(3,346,905

)

 

(b)

 

(465,657

)

 

$465,657

 

 

 

 

 

(a)      Reclassifications are primarily due to a taxable overdistribution.

(b)      Reclassifications are primarily due to foreign currency transactions treated as ordinary income for tax purposes and book/tax differences in the treatment of swap contracts.

 

2. Investment management agreement and other transactions with affiliates

 

Legg Mason Partners Fund Advisor, LLC (“LMPFA”) is the Fund’s investment manager. 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 LMPFA an investment management fee, calculated daily and paid monthly, at an annual rate of 0.90% of the Fund’s average daily net assets plus assets attributable to any borrowings used for leverage (“Managed Assets”).

 

Prior to August 15, 2011, AEW Capital Management, L.P. (“AEW”) served as the Fund’s subadviser. For its services, LMPFA paid AEW a fee at an annual rate equal to 50% of the management fee paid by the Fund to LMPFA, net of waivers.

 

On August 15, 2011, LMPFA assumed primary responsibility for the day-to-day management of the Fund’s portfolio. Following LMPFA’s assumption of the day-to-day management of the Fund’s portfolio, the Fund no longer has a subadviser.

 

LMPFA also agreed to a waiver in the amount of 0.05% of the investment advisory fee that is paid to it by the Fund. The waiver commenced with LMPFA’s assumption of the primary responsibility for the day-to-day management of the Fund’s portfolio and will extend through June 30, 2014.

 

During periods in which the Fund is utilizing leverage, the fees which are payable to LMPFA as a percentage of the Fund’s net assets will be higher than if the Fund did not utilize leverage because the fees are calculated as a percentage of the Fund’s managed assets.

 

During the year ended December 31, 2011, fees waived and/or expenses reimbursed amounted to $30,113.

 

All officers and one Director of the Fund are employees of Legg Mason or its affiliates and do not receive compensation from the Fund.

 


 

 

 

LMP Real Estate Income Fund Inc. 2011 Annual Report

 

21

 

 

3. Investments

 

During the year ended December 31, 2011, the aggregate cost of purchases and proceeds from sales of investments (excluding short-term investments) were as follows:

 

Purchases

 

$38,732,545

 

Sales

 

51,375,950

 

 

At December 31, 2011, the aggregate gross unrealized appreciation and depreciation of investments for federal income tax purposes were as follows:

 

Gross unrealized appreciation

 

$20,966,286

 

Gross unrealized depreciation

 

(5,681,114

)

Net unrealized appreciation

 

$15,285,172

 

 

4. Derivative instruments and hedging activities

 

Financial Accounting Standards Board Codification Topic 815 requires enhanced disclosure about an entity’s derivative and hedging activities.

 

At December 31, 2011, the Fund did not have any derivative instruments outstanding.

 

The following tables provide information about the effect of derivatives and hedging activities on the Fund’s Statement of Operations for the year ended December 31, 2011. The first table provides additional detail about the amounts and sources of gains (losses) realized on derivatives during the period. The second table provides additional information about the change in unrealized appreciation (depreciation) resulting from the Fund’s derivatives and hedging activities during the period.

 

AMOUNT OF REALIZED GAIN (LOSS) ON DERIVATIVES RECOGNIZED

 

 

Interest Rate
Risk

 

Swap contracts

 

$(2,429,154)

 

 

CHANGE IN UNREALIZED APPRECIATION (DEPRECIATION) ON DERIVATIVES RECOGNIZED

 

 

Interest Rate
Risk

 

Swap contracts

 

$602,824

 

 

During the year ended December 31, 2011, the volume of derivative activity for the Fund was as follows:

 

 

 

Average
Notional Balance

 

Interest rate swap contracts†

 

$18,461,538

 

†  At December 31, 2011, there were no open positions held in this derivative.

 


 

22

 

 

LMP Real Estate Income Fund Inc. 2011 Annual Report

 

 

 

Notes to financial statements (cont’d)

 

5. Line of credit

 

The Fund has a revolving credit agreement with a financial institution, which allows the Fund to borrow up to an aggregate amount of $75,000,000. The agreement has a six-month term but will renew everyday for a six-month term unless notice to the contrary is given to the Fund. The Fund may pay a commitment fee at an annual rate of 0.50% on the unutilized portion of the loan. The interest on the loan is calculated at a variable rate based on the LIBOR plus any applicable margin. Interest expense related to the loan for the year ended December 31, 2011 was $430,136. For the year ended December 31, 2011, the Fund incurred a commitment fee in the amount of $8,889. For the year ended December 31, 2011, the Fund had an average daily loan balance outstanding of $43,268,493 and the weighted average interest rate was 0.99%. At December 31, 2011, the Fund had $37,000,000 of borrowings outstanding per this credit agreement.

 

6. Distributions subsequent to December 31, 2011

 

On November 10, 2011, the Fund’s Board of Directors (the “Board”) declared three distributions, each in the amount of $0.0600 per share, payable on January 27, 2012, February 24, 2012 and March 30, 2012 to shareholders of record on January 20, 2012, February 17, 2012 and March 23, 2012, respectively.

 

On February 10, 2012, the Board declared three distributions, each in the amount of $0.0600 per share, payable on April 27, 2012, May 25, 2012 and June 29, 2012 to shareholders of record on April 20, 2012, May 18, 2012 and June 22, 2012, respectively.

 

7. Income tax information and distributions to shareholders

 

The tax character of distributions paid during the fiscal years ended December 31, were as follows:

 

 

 

2011

 

2010

 

Distributions Paid From:

 

 

 

 

 

Ordinary income

 

$8,230,465

 

$3,312,084

 

Tax return of capital

 

 

4,918,381

 

Total distributions paid

 

$8,230,465

 

$8,230,465

 

 


 

 

 

LMP Real Estate Income Fund Inc. 2011 Annual Report

 

23

 

 

As of December 31, 2011, the components of accumulated earnings on a tax basis were as follows:

 

Capital loss carryforward*

 

$(25,296,700

)

Other book/tax temporary differences(a)

 

625,899

 

Unrealized appreciation (depreciation)(b)

 

15,285,322

 

Total accumulated earnings (losses) — net

 

$  (9,385,479

)

 

*

During the taxable year ended December 31, 2011, the Fund utilized $8,693,389 of its capital loss carryforward available from prior years. As of December 31, 2011, the Fund had the following net capital loss carryforwards remaining:

 

Year of Expiration

 

Amount

 

12/31/2017

 

$(25,170,299

)

12/31/2018

 

(126,401

)

 

 

$(25,296,700

)

 

These amounts will be available to offset any future taxable capital gains.

 

(a)      Other book/tax temporary differences are attributable primarily to book/tax differences in the treatment of distributions from real estate investment trusts, the deferral of post-October capital losses for tax purposes and differences in the book/tax treatment of various items.

 

(b)     The difference between book-basis and tax-basis unrealized appreciation (depreciation) is attributable primarily to the tax deferral of losses on wash sales and the realization for tax purposes of unrealized gains on investments in passive foreign investment companies.

 

8. Recent accounting pronouncement

 

In May 2011, the Financial Accounting Standards Board issued Accounting Standard Update No. 2011-04, Fair Value Measurement (Topic 820) — Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs (“ASU No. 2011-04”). ASU No. 2011-04 establishes common requirements for measuring fair value and for disclosing information about fair value measurements. ASU No. 2011-04 is effective during interim and annual periods beginning after December 15, 2011. Management is currently evaluating the impact the adoption of ASU No. 2011-04 will have on the Fund’s financial statements and related disclosures.

 


 

24

 

 

LMP Real Estate Income Fund Inc. 2011 Annual Report

 

 

 

Report of independent registered public accounting firm

 

The Board of Directors and Shareholders
LMP Real Estate Income Fund Inc.:

 

We have audited the accompanying statement of assets and liabilities of LMP Real Estate Income Fund Inc., including the schedule of investments, as of December 31, 2011, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the years in the two-year period then ended, the statement of cash flows for the year then ended, and the financial highlights for each of the years in the five-year period then ended. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

 

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of December 31, 2011, by correspondence with the custodian and brokers. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

 

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of LMP Real Estate Income Fund Inc. as of December 31, 2011, the results of its operations for the year then ended, the changes in its net assets for each of the years in the two-year period then ended, its cash flows for the year then ended, and the financial highlights for each of the years in the five-year period then ended, in conformity with U.S. generally accepted accounting principles.

 

 

New York, New York
February 17, 2012

 


 

 

 

LMP Real Estate Income Fund Inc.

 

25

 

 

Board approval of management and subadvisory agreements (unaudited)

 

Background

 

The Investment Company Act of 1940, as amended (the “1940 Act”), requires that the Board of Directors (the “Board”) of LMP Real Estate Income Fund, Inc. (the “Fund”), including a majority of its members that are not considered to be “interested persons” under the 1940 Act (the “Independent Directors”) voting separately, approve on an annual basis the continuation of the investment management contract (the “Management Agreement”) with the Fund’s manager, Legg Mason Partners Fund Advisor, LLC (the “Manager”). At a meeting (the “Contract Renewal Meeting”) held in-person on November 9 and 10, 2011, the Board, including the Independent Directors, considered and approved the continuation of the Management Agreement for an additional one-year term. To assist in its consideration of the renewal of the Management Agreement, the Board received and considered a variety of information (together with the information provided at the Contract Renewal Meeting, the “Contract Renewal Information”) about the Manager, as well as the management and sub-advisory arrangements for the Fund and the other closed-end funds in the same complex under the Board’s supervision (collectively, the “Legg Mason Closed-end Funds”), certain portions of which are discussed below. A presentation made by the Manager to the Board at the Contract Renewal Meeting in connection with its evaluations of the Management Agreement encompassed the Fund and other Legg Mason Closed-end Funds. In addition to the Contract Renewal Information, the Board received performance and other information throughout the year related to the respective services rendered by the Manager, its delegees and others to the Fund. The Board’s evaluation took into account the information received throughout the year and also reflected the knowledge and familiarity gained as members of the Board of the Fund and other Legg Mason Closed-end Funds with respect to the services provided to the Fund by the Manager.

 

The Manager provides the Fund with investment advisory and administrative services pursuant to the Management Agreement. The discussion below covers both the advisory and administrative functions being rendered by the Manager, each such function being encompassed by the Management Agreement.

 

Board approval of management agreement

 

In its deliberations regarding renewal of the Management Agreement, the Board, including the Independent Directors, considered the factors below.

 

Nature, extent and quality of the services under the management agreement

 

The Board received and considered Contract Renewal Information regarding the nature, extent and quality of services provided to the Fund by the Manager under the Management Agreement during the past year. The Board also reviewed Contract Renewal Information regarding the Fund’s

 


 

26

 

 

LMP Real Estate Income Fund Inc.

 

 

 

Board approval of management and subadvisory agreements (unaudited) (cont’d)

 

compliance policies and procedures established pursuant to the 1940 Act. The Board reviewed the qualifications, backgrounds and responsibilities of the Fund’s senior personnel and the portfolio management team primarily responsible for the day-to-day portfolio management of the Fund. The Board also considered, based on its knowledge of the Manager and its affiliates, the Contract Renewal Information and the Board’s discussions with the Manager at the Contract Renewal Meeting, the general reputation and investment records of the Manager and its affiliates and the financial resources available to the corporate parent of the Manager, Legg Mason, Inc. (“Legg Mason”), to support its activities in respect of the Fund and the other Legg Mason Closed-end Funds.

 

The Board considered the responsibilities of the Manager under the Management Agreement, including the Manager’s coordination and oversight of the services provided to the Fund by others. The Management Agreement permits the Manager to delegate certain of its responsibilities, including its investment advisory duties thereunder, provided that the Manager, in each case, will supervise the activities of the delegee. Pursuant to this provision of the Management Agreement, the Manager, prior to August 15, 2011 (the “Assumption Date”) did not provide day-to-day portfolio management services to the Fund but rather delegated such responsibilities to AEW Capital Management, L.P., an unaffiliated sub-adviser (“AEW”), pursuant to a separate sub-advisory agreement (the “AEW Sub-Advisory Agreement”) with the Manager. AEW’s sub-advisory responsibilities in respect of the Fund were coordinated and supervised by the Manager. At the meeting of the Board held in person on February 9 and 10, 2011 (the “February Meeting”), the Manager advised the Board of its intention to terminate the AEW Sub-Advisory Agreement and thereafter to provide day-to-day portfolio management services to the Fund without a sub-adviser. The Board was advised that this action was within the Manager’s discretionary authority under the Management Agreement and did not require Board approval. At the February Meeting, the Manager made a presentation to the Board regarding its qualifications and intentions with respect to adjustments in the Fund’s investment program. The Board, among other things, noted that the Manager had no direct experience in the management of funds with investment objectives and strategies comparable to those of the Fund and inquired as to the resources available to support the Manager’s portfolio management team for the Fund. The Board also noted that, because AEW’s fees under the AEW Sub-Advisory Agreement were paid by the Manager, termination of the AEW Sub-Advisory Agreement would increase the Manager’s profitability from its relationship with the Fund. In response, the Manager expressed its belief that it would be well suited to provide the Fund’s investment program. The Manager’s portfolio management team would include a senior portfolio manager with substantial experience and success in real estate investment trust (REIT) investments with several firms

 


 

 

 

LMP Real Estate Income Fund Inc.

 

27

 

 

in a variety of investment vehicles, including open-end mutual funds, closed-end mutual funds, institutional separate accounts and sub-advisory accounts, giving him a comprehensive perspective on the real estate securities industry. The prospective senior portfolio manager reviewed his experience and qualifications with the Board. The Manager also discussed the nature, scope and quality of resources that would be available to support the Manager’s portfolio management team for the Fund and an overview of potential adjustments to the Fund’s investment program following its termination of the AEW Sub-Advisory Agreement. Termination of the AEW Sub-Advisory Agreement was deferred pending further Board discussion at its next scheduled meeting. At the meeting of the Board held in person on May 12 and 13, 2011 (the “May Meeting”), the Manager confirmed and again discussed with the Board its intention to terminate the AEW Sub-Advisory Agreement. At the request of the Board, the Manager proposed a Management Fee waiver of 0.05% for three years, until June 30, 2014 (the “Management Fee Waiver”). Following the May Meeting, notice of termination was given to AEW by the Manager, as required by the AEW Sub-Advisory Agreement, and the Manager assumed responsibility for day-to-day management of the Fund’s portfolio on the Assumption Date.

 

In reaching its determinations regarding continuation of the Management Agreement, the Board took into account that Fund shareholders, in pursuing their investment goals and objectives, likely purchased and have held their shares based in part upon the reputation and resources available to the Manager.

 

The Board concluded that, overall, the nature, extent and quality of the management and other services provided, and in the case of investment advisory services, to be provided, to the Fund under the Management Agreement have been or are expected to be satisfactory under the circumstances.

 

Fund performance

 

The Board received and considered performance information and analyses (the “Lipper Performance Information”) for the Fund, as well as for a group of funds (the “Performance Universe”) selected by Lipper, Inc. (“Lipper”), an independent provider of investment company data. The Board was provided with a description of the methodology Lipper used to determine the similarity of the Fund with the funds included in the Performance Universe. The Performance Universe included the Fund and all leveraged real estate closed-end funds, as classified by Lipper, regardless of asset size. The Performance Universe consisted of nine funds, including the Fund, for the 1- and 3-year periods ended June 30, 2011 and of eight funds, including the Fund, for the 5-year period ended June 30, 2011. The Board noted that it had received and discussed with the Manager and, prior to termination of the AEW Sub-Advisory Agreement, AEW information throughout the year at

 


 

28

 

 

LMP Real Estate Income Fund Inc.

 

 

 

Board approval of management and subadvisory agreements (unaudited) (cont’d)

 

periodic intervals comparing the Fund’s performance against its benchmarks and its peer funds as selected by Lipper.

 

The Lipper Performance Information comparing the Fund’s performance to that of the Performance Universe based on net asset value per share showed, among other things, that the Fund’s performance for the 1-year period ended June 30, 2011 was ranked eighth among the funds in the Performance Universe for that period and was worse than the Performance Universe median but that its performance for each of the 3- and 5-year periods ended June 30, 2011 was ranked third among the funds in the Performance Universe for that period. The Fund’s performance was better than the Performance Universe median for each of the 3- and 5- year periods. The Board also was provided with information as to the Fund’s performance relative to its benchmarks and in absolute terms, as well as the volatile market conditions during 2008. The Manager noted that it assumed responsibility for day-to-day management of the Fund’s investment portfolio from AEW on the Assumption Date — after the June 30, 2011 end date for the 1-, 3-, and 5-year performance measurement periods in the Lipper Performance Information — and reported that the Fund’s investment results for the quarter ended September 30, 2011 showed significant improvement. Under the circumstances, the Board did not give significant weight to the Lipper Performance Information or other performance information relating to periods ending prior to the Assumption Date since the results were achieved by AEW. Rather, the Board’s decision was based upon the information presented to the Board by the Manager at the February Meeting and May Meeting and the positive, but very limited, recent performance results reported by the Manager at the Contract Renewal Meeting which were partly attributable to the new portfolio management team.

 

Based on its review of the Fund’s performance, which included consideration of all of the factors noted above, the Board concluded that, under the circumstances, continuation of the Management Agreement for an additional period not to exceed one-year would be consistent with the interests of the Fund’s shareholders.

 

Management fees and expense ratios

 

The Board reviewed and considered the management fee (the “Management Fee”) payable by the Fund to the Manager under the Management Agreement in light of the nature, extent and overall quality of the management, investment advisory and other services provided by the Manager.

 

Additionally, the Board received and considered information and analyses prepared by Lipper (the “Lipper Expense Information”) comparing the Management Fee and the Fund’s overall expenses with those of funds in an expense group (the “Expense Group”) selected and provided by Lipper. The comparison was based upon the constituent funds’ latest fiscal years. The

 


 

 

 

LMP Real Estate Income Fund Inc.

 

29

 

 

Expense Group consisted of the Fund and six other leveraged real estate closed-end funds, as classified by Lipper, with average net assets ranging from the Fund’s $75.7 million to $912.0 million. Five of the funds in the Expense Group were larger than the Fund and one was smaller.

 

The Lipper Expense Information, comparing the Management Fee as well as the Fund’s actual total expenses to the Fund’s Expense Group, showed, among other things, that the Fund’s contractual Management Fee and actual Management Fee (i.e., giving effect to any voluntary fee waivers implemented by the Manager with respect to the Fund and by the managers of the other Expense Group funds) when compared on the basis of common share assets only each was ranked sixth among the funds in the Expense Group and was worse than the Expense Group median. The Fund’s actual Management Fee, compared on the basis of both common share and leveraged assets, was ranked fifth among the Expense Group funds and was worse than the Expense Group median. The Fund’s actual total expenses were ranked fifth among the funds in the Expense Group when compared on the basis of common share assets and sixth among the Expense Group funds on the basis of both common share and leveraged assets, and in both cases were worse than the Expense Group median. The Manager noted that the small number of funds in the Expense Group and the Fund’s small size in relation to the other Expense Group funds made meaningful comparisons difficult. The Board also noted that the Management Fee Waiver was not reflected in the Lipper Expense Information.

 

The Board also reviewed Contract Renewal Information regarding fees charged by the Manager to other U.S. clients investing primarily in an asset class similar to that of the Fund, including, where applicable, institutional and separate accounts. The Board was advised that the fees paid by such institutional, separate account and other clients generally are lower, and may be significantly lower, than the Management Fee. The Contract Renewal Information discussed the significant differences in scope of services provided to the Fund and to these other clients, noting that the Fund is provided with administrative services, office facilities, Fund officers (including the Fund’s chief executive, chief financial and chief compliance officers), and that the Manager coordinates and oversees the provision of services to the Fund by other fund service providers. The Contract Renewal Information included information regarding management fees paid by open-end mutual funds in the same complex (the “Legg Mason Open-end Funds”) and such information indicated that the management fees paid by the Legg Mason Closed-end Funds generally were higher than those paid by the Legg Mason Open-end Funds. The Manager, in response to an inquiry by the Board as to the reasons for the fee differential, provided information as to differences between the services provided to the Fund and the other Legg Mason Closed-end Funds and services provided to the Legg Mason Open-end Funds. The Board considered the fee comparisons in light of the different services provided in managing these other types of clients and funds.

 


 

30

 

 

LMP Real Estate Income Fund Inc.

 

 

 

Board approval of management and subadvisory agreements (unaudited) (cont’d)

 

Taking all of the above into consideration, the Board determined that the Management Fee was reasonable in light of the nature, extent and overall quality of the management, investment advisory and other services provided or, in the case of investment advisory services, expected to be provided, to the Fund under the Management Agreement.

 

Manager profitability

 

The Board, as part of the Contract Renewal Information, received an analysis of the profitability to the Manager and its affiliates in providing services to the Fund for the Manager’s fiscal years ended March 31, 2011 and March 31, 2010. The Board also received profitability information with respect to the Legg Mason fund complex as a whole. In addition, the Board received Contract Renewal Information with respect to the Manager’s revenue and cost allocation methodologies used in preparing such profitability data. In 2007, the Board received a report from an outside consultant that had reviewed the Manager’s methodologies and the Board was assured by the Manager at the Contract Renewal Meeting that there had been no significant changes in those methodologies since the report was rendered. The profitability analysis presented to the Board as part of the Contract Renewal Information indicated that profitability to the Manager in providing services to the Fund had increased by 14 percent over the period covered by the analysis but remained at a level which was not considered excessive by the Board in light of the nature, extent and overall quality of management, investment advisory and other services which were provided to the Fund by the Manager and AEW during the period covered by the analysis. The Board noted that the sub-advisory fees payable to AEW under the AEW Sub-Advisory Agreement prior to its termination were paid by the Manager, not the Fund, and that the profitability analysis did not reflect the termination of the AEW Sub-Advisory Agreement and elimination of AEW’s fees thereunder or the implementation of the Management Fee Waiver. The Board considered that the termination of the AEW Sub-Advisory Agreement and elimination of AEW’s fees thereunder could increase the Manager’s profitability, notwithstanding the Management Fee Waiver, but noted that it would have the ability to monitor any future increases in profitability on an annual basis.

 

Economies of scale

 

The Board received and discussed Contract Renewal Information concerning whether the Manager realizes economies of scale if the Fund’s assets grow. The Board noted that because the Fund is a closed-end fund with no current plans to seek additional assets beyond maintaining its dividend reinvestment plan, any significant growth in its assets generally will occur through appreciation in the value of the Fund’s investment portfolio, rather than sales of additional shares in the Fund. The Board determined that the Management Fee structure was appropriate under present circumstances.


 

 

 

LMP Real Estate Income Fund Inc.

 

31

 

 

Other benefits to the manager

 

The Board considered other benefits received by the Manager and its affiliates as a result of their relationship with the Fund and did not regard such benefits as excessive.

 

* * * * * *

 

In light of all of the foregoing and other relevant factors, the Board determined that, under the circumstances, continuation of the Management Agreement would be consistent with the interests of the Fund and its shareholders and unanimously voted to continue each Agreement for a period of one additional year. No single factor reviewed by the Board was identified by the Board as the principal factor in determining whether to approve continuation of the Management Agreement, and each Board member attributed different weights to the various factors. The Independent Directors were advised by separate independent legal counsel throughout the process. Prior to the Contract Renewal Meeting, the Board received a memorandum prepared by the Manager discussing its responsibilities in connection with the proposed continuation of the Management Agreement as part of the Contract Renewal Information and the Independent Directors separately received a memorandum discussing such responsibilities from their independent counsel. Prior to voting, the Independent Directors also discussed the proposed continuation of the Management Agreement in private sessions with their independent legal counsel at which no representatives of the Manager were present.

 


 

32

 

 

LMP Real Estate Income Fund Inc.

 

 

 

Additional information (unaudited)

Information about Directors and Officers

 

The business and affairs of LMP Real Estate Income Fund Inc. (the “Fund”) are conducted by management under the supervision and subject to the direction of its Board of Directors. The business address of each Director is c/o R. Jay Gerken, 620 Eighth Avenue, 49th Floor, New York, New York 10018. Information pertaining to the Directors and officers of the Fund is set forth below.

 

Independent Directors†:

 

Carol L. Colman

 

 

 

 

 

Year of birth

 

1946

 

 

 

Position(s) held with Fund1

 

Director and Member of the Nominating and Audit Committees, Class I

 

 

 

Term of office1 and length of time served

 

Since 2007

 

 

 

Principal occupation(s) during past five years

 

President, Colman Consulting Company (consulting)

 

 

 

Number of portfolios in fund complex overseen by Director (including the Fund)

 

25

 

 

 

Other board memberships held by Director

 

None

 

 

 

Daniel P. Cronin

 

 

 

 

 

Year of birth

 

1946

 

 

 

Position(s) held with Fund1

 

Director and Member of the Nominating and Audit Committees, Class II

 

 

 

Term of office1 and length of time served

 

Since 2007

 

 

 

Principal occupation(s) during past five years

 

Retired; formerly, Associate General Counsel, Pfizer Inc. (prior to and including 2004)

 

 

 

Number of portfolios in fund complex overseen by Director (including the Fund)

 

25

 

 

 

Other board memberships held by Director

 

None

 

 

 

Paolo M. Cucchi

 

 

 

 

 

Year of birth

 

1941

 

 

 

Position(s) held with Fund1

 

Director and Member of the Nominating and Audit Committees, Class II

 

 

 

Term of office1 and length of time served

 

Since 2002

 

 

 

Principal occupation(s) during past five years

 

Professor of French and Italian at Drew University; formerly, Vice President and Dean of College of Liberal Arts at Drew University (1984 to 2009)

 

 

 

Number of portfolios in fund complex overseen by Director (including the Fund)

 

25

 

 

 

Other board memberships held by Director

 

None

 


 

 

 

LMP Real Estate Income Fund Inc.

 

33

 

 

Independent Directors cont’d

 

Leslie H. Gelb

 

 

 

 

 

Year of birth

 

1937

 

 

 

Position(s) held with Fund1

 

Director and Member of the Nominating and Audit Committees, Class I

 

 

 

Term of office1 and length of time served

 

Since 2007

 

 

 

Principal occupation(s) during past five years

 

President Emeritus and Senior Board Fellow (since 2003), The Council on Foreign Relations; formerly, President, (prior to 2003), the Council on Foreign Relations; formerly, Columnist, Deputy Editorial Page Editor and Editor, Op-Ed Page, The New York Times

 

 

 

Number of portfolios in fund complex overseen by Director (including the Fund)

 

25

 

 

 

Other board memberships held by Director

 

Director of two registered investment companies advised by Aberdeen Asset Management Asia Limited (since 1994)

 

 

 

William R. Hutchinson

 

 

 

 

 

Year of birth

 

1942

 

 

 

Position(s) held with Fund1

 

Director and Member of the Nominating and Audit Committees, Class III

 

 

 

Term of office1 and length of time served

 

Since 2002

 

 

 

Principal occupation(s) during past five years

 

President, W.R. Hutchinson & Associates Inc. (Consulting) (since 2001)

 

 

 

Number of portfolios in fund complex overseen by Director (including the Fund)

 

25

 

 

 

Other board memberships held by Director

 

Director (Non-Executive Chairman of the Board (since December 1, 2009)), Associated Banc Corp. (banking) (since 1994)

 

 

 

Riordan Roett

 

 

 

 

 

Year of birth

 

1938

 

 

 

Position(s) held with Fund1

 

Director and Member of the Nominating and Audit Committees, Class II

 

 

 

Term of office1 and length of time served

 

Since 2007

 

 

 

Principal occupation(s) during past five years

 

The Sarita and Don Johnston Professor of Political Science and Director of Western Hemisphere Studies, Paul H. Nitze School of Advanced International Studies, The Johns Hopkins University (since 1973)

 

 

 

Number of portfolios in fund complex overseen by Director (including the Fund)

 

25

 

 

 

Other board memberships held by Director

 

None

 


 

34

 

 

LMP Real Estate Income Fund Inc.

 

 

 

Additional information (unaudited) (cont’d)

Information about Directors and Officers

 

Independent Directors cont’d

 

Jeswald W. Salacuse

 

 

 

 

 

Year of birth

 

1938

 

 

 

Position(s) held with Fund1

 

Director and Member of the Nominating and Audit Committees, Class III

 

 

 

Term of office1 and length of time served

 

Since 2007

 

 

 

Principal occupation(s) during past five years

 

Henry J. Braker Professor of Commercial Law, The Fletcher School of Law and Diplomacy, Tufts University (since 1986); President and Member, Arbitration Tribunal, World Bank/ICSID (since 2004)

 

 

 

Number of portfolios in fund complex overseen by Director (including the Fund)

 

25

 

 

 

Other board memberships held by Director

 

Director of two registered investment companies advised by Aberdeen Asset Management Asia Limited (since 1993)

 

Interested Director and Officer:

 

R. Jay Gerken2

 

 

 

 

 

Year of birth

 

1951

 

 

 

Position(s) held with Fund1

 

Director, Chairman, President and Chief Executive Officer, Class I

 

 

 

Term of office1 and length of time served

 

Since 2002

 

 

 

Principal occupation(s) during past five years

 

Managing Director of Legg Mason & Co., LLC (“Legg Mason & Co.”) (since 2005); Officer and Trustee/Director of 161 funds associated with Legg Mason Partners Fund Advisor, LLC (“LMPFA”) or its affiliates (since 2006) and Legg Mason & Co. predecessors (prior to 2006); President and Chief Executive Officer (“CEO”) of LMPFA (since 2006); President and CEO of Smith Barney Fund Management LLC (“SBFM”) (formerly a registered investment adviser) (since 2002)

 

 

 

Number of portfolios in fund complex overseen by Director (including the Fund)

 

161

 

 

 

Other board memberships held by Director

 

None

 


 

 

 

LMP Real Estate Income Fund Inc.

 

35

 

 

Additional Officers:

 

Ted P. Becker

 

 

 

 

 

Legg Mason

 

 

 

 

 

620 Eighth Avenue, New York, NY 10018

 

 

 

 

 

Year of birth

 

1951

 

 

 

Position(s) held with Fund1

 

Chief Compliance Officer

 

 

 

Term of office1 and length of time served

 

Since 2006

 

 

 

Principal occupation(s) during past five years

 

Director of Global Compliance at Legg Mason (since 2006); Chief Compliance Officer of LMPFA (since 2006); Managing Director of Compliance of Legg Mason & Co. (since 2005); Chief Compliance Officer of certain mutual funds associated with Legg Mason & Co. or its affiliates (since 2006) and Legg Mason & Co. predecessors (prior to 2006)

 

 

 

Vanessa A. Williams

 

 

 

 

 

Legg Mason

 

 

 

 

 

100 First Stamford Place, Stamford, CT 06902

 

 

 

 

 

Year of birth

 

1979

 

 

 

Position(s) with Fund1

 

Identity Theft Prevention Officer

 

 

 

Term of office1 and length of time served

 

Since 2011

 

 

 

Principal occupation(s) during past five years

 

Identity Theft Prevention Officer of certain mutual funds associated with Legg Mason & Co. or its affiliates (since 2011); Chief Anti-Money Laundering Compliance Officer of certain mutual funds associated with Legg Mason & Co. or its affiliates (since 2011); formerly, Assistant Vice President and Senior Compliance Officer of Legg Mason & Co. (2008 to 2011); formerly, Compliance Analyst of Legg Mason & Co. or its predecessors (2004 to 2008)

 

 

 

Robert I. Frenkel

 

 

 

 

 

Legg Mason

 

 

 

 

 

100 First Stamford Place, Stamford, CT 06902

 

 

 

 

 

Year of birth

 

1954

 

 

 

Position(s) held with Fund1

 

Secretary and Chief Legal Officer

 

 

 

Term of office1 and length of time served

 

Since 2003

 

 

 

Principal occupation(s) during past five years

 

Vice President and Deputy General Counsel of Legg Mason (since 2006); Managing Director and General Counsel of Global Mutual Funds for Legg Mason & Co. (since 2006) and Legg Mason & Co. predecessors (since 1994); Secretary and Chief Legal Officer of certain mutual funds associated with Legg Mason & Co. or its affiliates (since 2006) and Legg Mason & Co. predecessors (prior to 2006)

 


 

36

 

 

LMP Real Estate Income Fund Inc.

 

 

 

Additional information (unaudited) (cont’d)

Information about Directors and Officers

 

Additional Officers cont’d

 

Thomas C. Mandia

 

 

 

 

 

Legg Mason

 

 

 

 

 

100 First Stamford Place, Stamford, CT 06902

 

 

 

 

 

Year of birth

 

1962

 

 

 

Position(s) held with Fund1

 

Assistant Secretary

 

 

 

Term of office1 and length of time served

 

Since 2006

 

 

 

Principal occupation(s) during past five years

 

Managing Director and Deputy General Counsel of Legg Mason & Co. (since 2005) and Legg Mason & Co. predecessors (prior to 2005); Secretary of LMPFA (since 2006); Assistant Secretary of certain mutual funds associated with Legg Mason & Co. or its affiliates (since 2006) and Legg Mason & Co. predecessors (prior to 2006); Secretary of SBFM (since 2002)

 

 

 

Richard F. Sennett

 

 

 

 

 

Legg Mason

 

 

 

 

 

55 Water Street, New York, NY 10041

 

 

 

 

 

Year of birth

 

1970

 

 

 

Position(s) held with Fund1

 

Principal Financial Officer

 

 

 

Term of office1 and length of time served

 

Since 2011

 

 

 

Principal occupation(s) during past five years

 

Principal Financial Officer of certain mutual funds associated with Legg Mason & Co. or its affiliates (since 2011); Managing Director of Legg Mason & Co. and Senior Manager of the Treasury Policy group for Legg Mason & Co.’s Global Fiduciary Platform (since 2011); formerly, Chief Accountant within the SEC’s Division of Investment Management (2007 to 2011); formerly, Assistant Chief Accountant within the SEC’s Division of Investment Management (2002 to 2007)

 

 

 

Steven Frank

 

 

 

 

 

Legg Mason

 

 

 

 

 

55 Water Street, New York, NY 10041

 

 

 

 

 

Year of birth

 

1967

 

 

 

Position(s) held with Fund1

 

Treasurer

 

 

 

Term of office1 and length of time served

 

Since 2010

 

 

 

Principal occupation(s) during past five years

 

Vice President of Legg Mason & Co. and Legg Mason & Co. predecessors (since 2002); Treasurer of certain mutual funds associated with Legg Mason & Co. or its affiliates (since 2010); formerly, Controller of certain mutual funds associated with Legg Mason & Co. or its affiliates (prior to 2010); formerly, Assistant Controller of certain mutual funds associated with Legg Mason & Co. predecessors (prior to 2005)

 


 

 

 

LMP Real Estate Income Fund Inc.

 

37

 

 

Additional Officers cont’d

 

Jeanne M. Kelly

 

 

 

 

 

Legg Mason

 

 

 

 

 

620 Eighth Avenue, New York, NY 10018

 

 

 

 

 

Year of birth

 

1951

 

 

 

Position(s) with Fund1

 

Senior Vice President

 

 

 

Term of office1 and length of time served

 

Since 2007

 

 

 

Principal occupation(s) during past five years

 

Senior Vice President of certain mutual funds associated with Legg Mason & Co. or its affiliates (since 2007); Senior Vice President of LMPFA (since 2006); Managing Director of Legg Mason & Co. (since 2005) and Legg Mason & Co. predecessors (prior to 2005)

 

     Directors who are not “interested persons” of the Fund within the meaning of Section 2(a)(19) of the 1940 Act.

1        The Fund’s Board of Directors is divided into three classes: Class I, Class II and Class III. The terms of office of the Class I, II and III Directors expire at the Annual Meetings of Stockholders in the year 2013, year 2014 and year 2012, respectively, or thereafter in each case when their respective successors are duly elected and qualified. The Fund’s executive officers are chosen each year at the first meeting of the Fund’s Board of Directors following the Annual Meeting of Stockholders, to hold office until the meeting of the Board following the next Annual Meeting of Stockholders and until their successors are duly elected and qualified.

2        Mr. Gerken is an “interested person” of the Fund as defined in the 1940 Act because Mr. Gerken is an officer of LMPFA and certain of its affiliates.

 


 

38

 

 

LMP Real Estate Income Fund Inc.

 

 

 

Annual chief executive officer and principal financial officer certifications (unaudited)

 

The Fund’s Chief Executive Officer (“CEO”) has submitted to the NYSE the required annual certification and the Fund also has included the certifications of the Fund’s CEO and Principal Financial Officer required by Section 302 of the Sarbanes-Oxley Act in the Fund’s Form N-CSR filed with the SEC for the period of this report.

 


 

 

 

LMP Real Estate Income Fund Inc.

 

39

 

 

Other shareholder communications regarding accounting matters (unaudited)

 

The Fund’s Audit Committee has established guidelines and procedures regarding the receipt, retention and treatment of complaints regarding accounting, internal accounting controls or auditing matters (collectively, “Accounting Matters”). Persons with complaints or concerns regarding Accounting Matters may submit their complaints to the Chief Compliance Officer (“CCO”). Persons who are uncomfortable submitting complaints to the CCO, including complaints involving the CCO, may submit complaints directly to the Fund’s Audit Committee Chair (together with the CCO, “Complaint Officers”). Complaints may be submitted on an anonymous basis.

 

The CCO may be contacted at:
Legg Mason & Co., LLC
Compliance Department
620 Eighth Avenue, 49th Floor
New York, New York 10018

 

Complaints may also be submitted by telephone at 1-800-742-5274. Complaints submitted through this number will be received by the CCO.

 


 

40

 

 

LMP Real Estate Income Fund Inc.

 

 

 

Dividend reinvestment plan (unaudited)

 

Under the Fund’s 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


 

 

 

LMP Real Estate Income Fund Inc.

 

41

 

 

from the Plan by notifying the Plan Agent in writing at 59 Maiden Lane, New York, New York 10038, 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 after the Plan Agent’s 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 shareholder’s proxy will include those shares purchased pursuant to the Plan.

 

Plan participants are subject to no charge for reinvesting dividends and capital gains distributions. AST’s 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 Fund’s 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 1-888-888-0151.

 


 

LMP Real Estate Income Fund Inc.

 

Directors

 

LMP Real Estate Income Fund Inc.

 

Independent registered public accounting firm

Carol L. Colman

 

620 Eighth Avenue

 

KPMG LLP

Daniel P. Cronin

 

49th Floor

 

345 Park Avenue

Paolo M. Cucchi

 

New York, NY 10018

 

New York, NY 10154

Leslie H. Gelb

 

 

 

 

R. Jay Gerken

 

Investment manager

 

Legal counsel

Chairman

 

Legg Mason Partners Fund Advisor, LLC

 

Simpson Thacher & Bartlett LLP

William R. Hutchinson

 

 

 

425 Lexington Avenue

Riordan Roett

 

 

 

New York, NY 10017

Jeswald W. Salacuse

 

Custodian

 

 

 

 

State Street Bank and Trust Company

 

New York Stock Exchange Symbol

Officers

 

1 Lincoln Street

 

RIT

R. Jay Gerken

 

Boston, MA 02111

 

 

President and Chief Executive Officer

 

 

 

 

Richard F. Sennett

 

Transfer agent

 

 

Principal Financial Officer

Ted P. Becker

 

American Stock Transfer & Trust Company

 

 

Chief Compliance Officer

 

59 Maiden Lane

 

 

Vanessa A. Williams

 

New York, NY 10038

 

 

Identity Theft Prevention Officer

 

 

 

 

Robert I. Frenkel

 

 

 

 

Secretary and Chief Legal Officer

 

 

 

 

Thomas C. Mandia

 

 

 

 

Assistant Secretary

 

 

 

 

Steven Frank

 

 

 

 

Treasurer

 

 

 

 

Jeanne M. Kelly

 

 

 

 

Senior Vice President

 

 

 

 

 


 

Legg Mason Funds Privacy and Security Notice

 

Your Privacy and the Security of Your Personal Information is Very Important to the Legg Mason Funds

 

This Privacy and Security Notice (the “Privacy Notice”) addresses the Legg Mason Funds’ privacy and data protection practices with respect to nonpublic personal information the Funds receive. The Legg Mason Funds include any funds sold by the Funds’ distributor, Legg Mason Investor Services, LLC, as well as Legg Mason-sponsored closed-end funds and certain other closed-end funds managed or sub-advised by Legg Mason or its affiliates. The provisions of this Privacy Notice apply to your information both while you are a shareholder and after you are no longer invested with the Funds.

 

The Type of Nonpublic Personal Information the Funds Collect About You

 

The Funds collect and maintain nonpublic personal information about you in connection with your shareholder account. Such information may include, but is not limited to:

 

·

Personal information included on applications or other forms;

·

Account balances, transactions, and mutual fund holdings and positions;

·

Online account access user IDs, passwords, security challenge question responses; and

·

Information received from consumer reporting agencies regarding credit history and creditworthiness (such as the amount of an individual’s total debt, payment history, etc.).

 

How the Funds Use Nonpublic Personal Information About You

 

The Funds do not sell or share your nonpublic personal information with third parties or with affiliates for their marketing purposes, or with other financial institutions or affiliates for joint marketing purposes, unless you have authorized the Funds to do so. The Funds do not disclose any nonpublic personal information about you except as may be required to perform transactions or services you have authorized or as permitted or required by law. The Funds may disclose information about you to:

 

·

Employees, agents, and affiliates on a “need to know” basis to enable the Funds to conduct ordinary business or comply with obligations to government regulators;

·

Service providers, including the Funds’ affiliates, who assist the Funds as part of the ordinary course of business (such as printing, mailing services, or processing or servicing your account with us) or otherwise perform services on the Funds’ behalf, including companies that may perform marketing services solely for the Funds;

·

The Funds’ representatives such as legal counsel, accountants and auditors; and

·

Fiduciaries or representatives acting on your behalf, such as an IRA custodian or trustee of a grantor trust.

 

 

 

NOT PART OF THE ANNUAL REPORT

 

 


 

Legg Mason Funds Privacy and Security Notice (cont’d)

 

Except as otherwise permitted by applicable law, companies acting on the Funds’ behalf are contractually obligated to keep nonpublic personal information the Funds provide to them confidential and to use the information the Funds share only to provide the services the Funds ask them to perform.

 

The Funds may disclose nonpublic personal information about you when necessary to enforce their rights or protect against fraud, or as permitted or required by applicable law, such as in connection with a law enforcement or regulatory request, subpoena, or similar legal process. In the event of a corporate action or in the event a Fund service provider changes, the Funds may be required to disclose your nonpublic personal information to third parties. While it is the Funds’ practice to obtain protections for disclosed information in these types of transactions, the Funds cannot guarantee their privacy policy will remain unchanged.

 

Keeping You Informed of the Funds’ Privacy and Security Practices

 

The Funds will notify you annually of their privacy policy as required by federal law. While the Funds reserve the right to modify this policy at any time they will notify you promptly if this privacy policy changes.

 

The Funds’ Security Practices

 

The Funds maintain appropriate physical, electronic and procedural safeguards designed to guard your nonpublic personal information. The Funds’ internal data security policies restrict access to your nonpublic personal information to authorized employees, who may use your nonpublic personal information for Fund business purposes only.

 

Although the Funds strive to protect your nonpublic personal information, they cannot ensure or warrant the security of any information you provide or transmit to them, and you do so at your own risk. In the event of a breach of the confidentiality or security of your nonpublic personal information, the Funds will attempt to notify you as necessary so you can take appropriate protective steps. If you have consented to the Funds using electronic communications or electronic delivery of statements, they may notify you under such circumstances using the most current email address you have on record with them.

 

In order for the Funds to provide effective service to you, keeping your account information accurate is very important. If you believe that your account information is incomplete, not accurate or not current, or if you have questions about the Funds’ privacy practices, write the Funds using the contact information on your account statements, email the Funds by clicking on the Contact Us section of the Funds’ website at www.leggmason.com, or contact the Fund at 1-888-777-0102.

 

Revised April 2011

 

 

 

NOT PART OF THE ANNUAL REPORT

 

 


 

LMP Real Estate Income Fund Inc.

 

LMP Real Estate Income Fund Inc.
620 Eighth Avenue
49th Floor
New York, NY 10018

 

Notice is hereby given in accordance with Section 23(c) of the Investment Company Act of 1940, as amended, that from time to time the Fund may purchase at market prices, shares of its common stock in the open market.

 

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 Fund’s Forms N-Q are available on the SEC’s website at www.sec.gov. The Fund’s Forms N-Q may be reviewed and copied at the SEC’s 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 N-Q from the Fund, shareholders can call 1-888-777-0102.

 

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 are available (1) without charge, upon request, by calling 1-888-777-0102, (2) on the Fund’s website at www.leggmason.com/cef and (3) on the SEC’s website at www.sec.gov.

 

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.

 

American Stock
Transfer & Trust Company
59 Maiden Lane
New York, NY 10038

 

 

FD02709 2/12 SR12-1596


 

ITEM 2.                                                     CODE OF ETHICS.

 

The registrant has adopted a code of ethics that applies to the registrant’s principal executive officer, principal financial officer, principal accounting officer or controller.

 

ITEM 3.                                                     AUDIT COMMITTEE FINANCIAL EXPERT.

 

The Board of Directors of the registrant has determined that William R. Hutchinson possesses the technical attributes identified in Instruction 2(b) of Item 3 to Form N-CSR to qualify as an “audit committee financial expert,” and has designated Mr. Hutchinson as the Audit Committee’s financial expert. Mr. Hutchinson is an “independent” Director pursuant to paragraph (a)(2) of Item 3 to Form N-CSR.

 

ITEM 4.                                                     PRINCIPAL ACCOUNTANT FEES AND SERVICES.

 

a) Audit Fees. The aggregate fees billed in the last two fiscal years ending December 31, 2010 and December 31, 2011 (the “Reporting Periods”) for professional services rendered by the Registrant’s principal accountant (the “Auditor”) for the audit of the Registrant’s annual financial statements, or services that are normally provided by the Auditor in connection with the statutory and regulatory filings or engagements for the Reporting Periods, were $49,800 in 2010 and $52,200 in 2011.

 

b) Audit-Related Fees. The aggregate fees billed in the Reporting period for assurance and related services by the Auditor that are reasonably related to the performance of the Registrant’s financial statements were $0 in 2010 and $0 in 2011.

 

In addition, there were no Audit-Related Fees billed in the Reporting Period for assurance and related services by the Auditor to the Registrant’s investment adviser (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by or under common control with the investment adviser that provides ongoing services to the LMP Real Estate Income Fund Inc. (“service affiliates”), that were reasonably related to the performance of the annual audit of the service affiliates. Accordingly, there were no such fees that required pre-approval by the Audit Committee for the Reporting Periods

 

(c) Tax Fees. The aggregate fees billed in the Reporting Periods for professional services rendered by the Auditor for tax compliance, tax advice and tax planning (“Tax Services”) were $3,700 in 2010 and $3,800 in 2011. These services consisted of (i) review or preparation of U.S. federal, state, local and excise tax returns; (ii) U.S. federal, state and local tax planning, advice and assistance regarding statutory, regulatory or administrative developments, and (iii) tax advice regarding tax qualification matters and/or treatment of various financial instruments held or proposed to be acquired or held.

 

There were no fees billed for tax services by the Auditors to service affiliates during the Reporting Periods that required pre-approval by the Audit Committee.

 

d) All Other Fees. There were no other fees billed in the Reporting Periods for products and services provided by the Auditor, other than the services reported in paragraphs (a) through (c) of this Item 4 for the LMP Real Estate Income Fund Inc..

 

All Other Fees. There were no other non-audit services rendered by the Auditor to Legg Mason Partners Fund Advisors, LLC (“LMPFA”) and any entity controlling, controlled by or under common control with LMPFA that provided ongoing services to LMP Real Estate Income Fund Inc. requiring pre-approval by the Audit Committee in the Reporting Period.

 



 

(e) Audit Committee’s pre—approval policies and procedures described in paragraph (c) (7) of Rule 2-01 of Regulation S-X.

 

(1) The Charter for the Audit Committee (the “Committee”) of the Board of each registered investment company (the “Fund”) advised by LMPFA or one of their affiliates (each, an “Adviser”) requires that the Committee shall approve (a) all audit and permissible non-audit services to be provided to the Fund and (b) all permissible non-audit services to be provided by the Fund’s independent auditors to the Adviser and any Covered Service Providers if the engagement relates directly to the operations and financial reporting of the Fund.  The Committee may implement policies and procedures by which such services are approved other than by the full Committee.

 

The Committee shall not approve non-audit services that the Committee believes may impair the independence of the auditors.  As of the date of the approval of this Audit Committee Charter, permissible non-audit services include any professional services (including tax services), that are not prohibited services as described below, provided to the Fund by the independent auditors, other than those provided to the Fund in connection with an audit or a review of the financial statements of the Fund.  Permissible non-audit services may not include: (i) bookkeeping or other services related to the accounting records or financial statements of the Fund; (ii) financial information systems design and implementation; (iii) appraisal or valuation services, fairness opinions or contribution-in-kind reports; (iv) actuarial services; (v) internal audit outsourcing services; (vi) management functions or human resources; (vii) broker or dealer, investment adviser or investment banking services; (viii) legal services and expert services unrelated to the audit; and (ix) any other service the Public Company Accounting Oversight Board determines, by regulation, is impermissible.

 

Pre-approval by the Committee of any permissible non-audit services is not required so long as: (i) the aggregate amount of all such permissible non-audit services provided to the Fund, the Adviser and any service providers controlling, controlled by or under common control with the Adviser that provide ongoing services to the Fund (“Covered Service Providers”) constitutes not more than 5% of the total amount of revenues paid to the independent auditors during the fiscal year in which the permissible non-audit services are provided to (a) the Fund, (b) the Adviser and (c) any entity controlling, controlled by or under common control with the Adviser that provides ongoing services to the Fund during the fiscal year in which the services are provided that would have to be approved by the Committee; (ii) the permissible non-audit services were not recognized by the Fund at the time of the engagement to be non-audit services; and (iii) such services are promptly brought to the attention of the Committee and approved by the Committee (or its delegate(s)) prior to the completion of the audit.

 

(2) For the LMP Real Estate Income Fund Inc., the percentage of fees that were approved by the audit committee, with respect to: Audit-Related Fees were 100% and 100% for 2010 and 2011; Tax Fees were 100% and 100% for 2010 and 2011; and Other Fees were 100% and 100% for 2010 and 2011.

 

(f) N/A

 

(g) Non-audit fees billed by the Auditor for services rendered to LMP Real Estate Income Fund Inc., LMPFA and any entity controlling, controlled by, or under common control with LMPFA that provides ongoing services to LMP Real Estate Income Fund Inc. during the reporting period were $0 in 2011.

 

(h) Yes.  LMP Real Estate Income Fund Inc.’s Audit Committee has considered whether the provision of non-audit services that were rendered to Service Affiliates, which were not pre-approved (not requiring pre-approval), is compatible with maintaining the Accountant’s independence.  All services provided by the Auditor to the LMP Real Estate Income Fund Inc. or to Service Affiliates, which were required to be pre-approved, were pre-approved as required.

 



 

ITEM 5.                                                     AUDIT COMMITTEE OF LISTED REGISTRANTS.

 

a) Registrant has a separately-designated standing Audit Committee established in accordance with Section 3(a) 58(A) of the Exchange Act. The Audit Committee consists of the following Board members:

 

William R. Hutchinson

Paolo Cucchi

Carol Colman

Daniel Cronin

Leslie Gelb

Riordan Roett

Jeswald Salacuse

 

b)  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.

 

Proxy Voting Guidelines and Procedures

 

Legg Mason Partners Fund Advisor, LLC (“LMPFA”) provides investment advisory services to the Fund and shall utilize the following proxy voting guidelines provided below.

 

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 888-777-0102, (2) on the fund’s website at http://www.leggmason.com/individualinvestors and (3) on the SEC’s website at http://www.sec.gov.

 

PROXY VOTING GUIDELINES & PROCEDURES SUMMARY

 

LMPFA is subject to the Proxy Voting Policies and Procedures that it has adopted to seek to ensure that it votes proxies relating to equity securities in the best interest of client accounts. The following is a brief overview of the policies.

 

LMPFA votes proxies for each client account with respect to which it has been authorized or is required by law to vote proxies. In voting proxies, LMPFA is guided by general fiduciary principles and seeks to act prudently and solely in the best interest of the beneficial owners of the accounts it manages. LMPFA attempts to consider all factors that could affect the value of the investment and will vote proxies in the manner that it believes will be consistent with efforts to maximize shareholder values. LMPFA may utilize an external service provider to provide it with information and/or a recommendation with regard to proxy votes. However, such recommendations do not relieve LMPFA of its responsibility for the proxy vote.

 

In the case of a proxy issue for which there is a stated position in the policies, LMPFA generally votes in accordance with such stated position. In the case of a proxy issue for which there is a list of factors set forth in the policies that LMPFA considers in voting on such issue, LMPFA considers those factors and votes on a case-by-case basis in accordance with the general principles set forth above. In the case of a proxy issue for which there is no stated position or list of factors that LMPFA considers in voting on such issue, LMPFA votes on a case-by-case basis in accordance with the general principles set forth above. Issues for which there is a stated position set forth in the policies or for which there is a list of factors set forth in the policies that LMPFA considers in voting on such issues fall into a variety of categories, including election of directors, ratification of auditors, proxy and tender offer defenses, capital structure issues, executive and director compensation, mergers and corporate restructuring, and social and environmental issues. The stated position on an issue set forth in the policies can always be superseded, subject to the duty to act solely in the best interest of the beneficial owners of accounts, by the investment management professionals responsible for the account whose shares are being voted. There may be occasions when different investment teams vote differently on the same issue. An investment team (e.g., LMPFA SAI investment team) may adopt proxy voting policies that supplement LMPFA’s Proxy Voting Policies and Procedures. In addition, in the case of Taft-Hartley clients, LMPFA will comply with a client direction to vote proxies in accordance with Institutional Shareholder Services’ (ISS) PVS Voting guidelines, which ISS represents to be fully consistent with AFL-CIO guidelines.

 

In furtherance of LMPFA’s goal to vote proxies in the best interest of clients, LMPFA follows procedures designed to identify and address material conflicts that may arise between LMPFA’s interests and those of its clients before voting proxies on behalf of such clients. To seek to identify conflicts of interest, LMPFA periodically notifies LMPFA employees in writing that they are under an obligation (i) to be aware of the potential for conflicts of interest on the part of LMPFA with respect to voting proxies on behalf of client accounts both as a result of their personal relationships and due to special circumstances that may arise during the conduct of LMPFA’s business, and (ii) to bring conflicts of interest of which they become aware to the attention of LMPFA’s compliance personnel. LMPFA also maintains and considers a list of significant LMPFA relationships that could present a conflict of interest for LMPFA in voting proxies. LMPFA is also sensitive to the fact that a significant, publicized relationship between an

 



 

issuer and a non-LMPFA Legg Mason affiliate might appear to the public to influence the manner in which LMPFA decides to vote a proxy with respect to such issuer.

 

Absent special circumstances or a significant, publicized non-LMPFA Legg Mason affiliate relationship that LMPFA for prudential reasons treats as a potential conflict of interest because such relationship might appear to the public to influence the manner in which LMPFA decides to vote a proxy, LMPFA generally takes the position that non-LMPFA relationships between a Legg Mason affiliate and an issuer do not present a conflict of interest for LMPFA in voting proxies with respect to such issuer. Such position is based on the fact that LMPFA is operated as an independent business unit from other Legg Mason business units as well as on the existence of information barriers between LMPFA and certain other Legg Mason business units.

 

LMPFA maintains a Proxy Committee to review and address conflicts of interest brought to its attention by LMPFA compliance personnel. A proxy issue that will be voted in accordance with a stated LMPFA position on such issue or in accordance with the recommendation of an independent third party is not brought to the attention of the Proxy Committee for a conflict of interest review because LMPFA’s position is that to the extent a conflict of interest issue exists, it is resolved by voting in accordance with a pre-determined policy or in accordance with the recommendation of an independent third party. With respect to a conflict of interest brought to its attention, the Proxy Committee first determines whether such conflict of interest is material. A conflict of interest is considered material to the extent that it is determined that such conflict is likely to influence, or appear to influence, LMPFA’s decision-making in voting proxies. If it is determined by the Proxy Committee that a conflict of interest is not material, LMPFA may vote proxies notwithstanding the existence of the conflict.

 

If it is determined by the Proxy Committee that a conflict of interest is material, the Proxy Committee is responsible for determining an appropriate method to resolve such conflict of interest before the proxy affected by the conflict of interest is voted. Such determination is based on the particular facts and circumstances, including the importance of the proxy issue and the nature of the conflict of interest.

 



 

ITEM 8.                                                     PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

 

(a)(1):

 

NAME AND

 

LENGTH OF

 

PRINCIPAL OCCUPATION(S) DURING

ADDRESS

 

TIME SERVED

 

PAST 5 YEARS

 

 

 

 

 

Mark McAllister

LMPFA

620 Eighth Avenue

New York, NY 10018

 

Since 2011

 

Co-portfolio manager of the fund; Investment Officer of LMPFA; Mr. McAllister has 24 years of investment industry experience.

 

 

 

 

 

John Baldi

LMPFA

620 Eighth Avenue

New York, NY 10018

 

Since 2011

 

Co-portfolio manager of the fund; Investment Officer of LMPFA; Mr. Baldi has thirteen years of related investment industry experience.

 

(a)(2): DATA TO BE PROVIDED BY FINANCIAL CONTROL

 

The following tables set forth certain additional information with respect to the fund’s portfolio manager for the fund. Unless noted otherwise, all information is provided as of December 31, 2011.

 

Other Accounts Managed by Portfolio Managers

 

The table below identifies the number of accounts (other than the fund) for which the fund’s portfolio managers have day-to-day management responsibilities and the total assets in such accounts, within each of the following categories: registered investment companies, other pooled investment vehicles, and other accounts. For each category, the number of accounts and total assets in the accounts where fees are based on performance is also indicated.

 

 

 

Other Registered

 

Other Pooled

 

 

Portfolio

 

Investment

 

Investment

 

Other

Manager(s)

 

Companies

 

Vehicles

 

Accounts

 

 

 

 

 

 

 

Mark McAllister

 

1 registered investment company with $330 million in total assets under management

 

None

 

None

 

 

 

 

 

 

 

John Baldi

 

None

 

None

 

None

 

(a)(3): Portfolio Manager Compensation

 

The portfolio managers participate in a competitive compensation program that is designed to attract and retain outstanding investment professionals and closely align the interests of its investment professionals with those of its clients and overall firm results. The total compensation program includes a significant incentive component that

 



 

rewards high performance standards, integrity, and collaboration consistent with the firm’s values. Portfolio manager compensation is reviewed and modified each year as appropriate to reflect changes in the market and to ensure the continued alignment with the goals stated above. The portfolio managers and other investment professionals receive a combination of base compensation and discretionary compensation, comprising a cash incentive award and deferred incentive plans described below.

 

Base salary compensation. Base salary is fixed and primarily determined based on market factors and the experience and responsibilities of the investment professional within the firm.

 

Discretionary compensation. In addition to base compensation managers may receive discretionary compensation.

 

Discretionary compensation can include:

 

·      Cash Incentive Award

 

·      Deferred Incentive Plan (CDIP)—a mandatory program that typically defers 15% of discretionary year-end compensation into managed products. For portfolio managers, one-third of this deferral tracks the performance of their primary managed product, one-third tracks the performance of a composite portfolio of the firm’s new products and one-third can be elected to track the performance of one or more of managed funds. Consequently, portfolio managers can have two-thirds of their CDIP award tracking the performance of their primary managed product.

 

For centralized research analysts, two-thirds of their deferral is elected to track the performance of one of more of managed funds, while one-third tracks the performance of the new product composite.

 

The manager then makes a company investment in the proprietary managed funds equal to the deferral amounts by fund. This investment is a company asset held on the balance sheet and paid out to the employees in shares subject to vesting requirements.

 

·      Legg Mason Restricted Stock Deferral—a mandatory program that typically defers 5% of discretionary year-end compensation into Legg Mason restricted stock. The award is paid out to employees in shares subject to vesting requirements.

 

·      Legg Mason Restricted Stock and Stock Option Grants—a discretionary program that may be utilized as part of the total compensation program. These special grants reward and recognize significant contributions to our clients, shareholders and the firm and aid in retaining key talent.

 

Several factors are considered when determining discretionary compensation for portfolio managers. These include but are not limited to:

 

·      Investment performance. A portfolio manager’s compensation is linked to the pre-tax investment performance of the fund/accounts managed by the portfolio manager. Investment performance is calculated for 1-, 3-, and 5-year periods measured against the applicable product benchmark (e.g., a securities index and, with respect to a fund, the benchmark set forth in the fund’s Prospectus) and relative to applicable industry peer groups. The greatest weight is generally placed on 3- and 5-year performance.

 

·      Appropriate risk positioning that is consistent with the investment philosophy and the Investment Committee/CIO approach to generation of alpha;

 

·      Overall firm profitability and performance;

 

·      Amount and nature of assets managed by the portfolio manager;

 

·      Contributions for asset retention, gathering and client satisfaction;

 



 

·      Contribution to mentoring, coaching and/or supervising;

 

·      Contribution and communication of investment ideas in the Investment Committee meetings and on a day to day basis;

 

·      Market compensation survey research by independent third parties

 

Potential Conflicts of Interest

 

Potential conflicts of interest may arise when the fund’s portfolio manager also has day-to-day management responsibilities with respect to one or more other funds or other accounts, as is the case for the fund’s portfolio manager.

 

The manager and the fund have adopted compliance polices and procedures that are designed to address various conflicts of interest that may arise for the manager and the individuals that each employs. For example, the manager seeks to minimize the effects of competing interests for the time and attention of the portfolio manager by assigning the portfolio manager to manage funds and accounts that share a similar investment style. The manager has also adopted trade allocation procedures that are designed to facilitate the fair allocation of limited investment opportunities among multiple funds and accounts. There is no guarantee, however, that the policies and procedures adopted by the manager and the fund will be able to detect and/or prevent every situation in which an actual or potential conflict may appear. These potential conflicts include:

 

Allocation of Limited Time and Attention. A portfolio manager who is responsible for managing multiple funds and/or accounts may devote unequal time and attention to the management of those funds and/or accounts. As a result, the portfolio manager may not be able to formulate as complete a strategy or identify equally attractive investment opportunities for each of those accounts as might be the case if he or she were to devote substantially more attention to the management of a single fund. The effects of this potential conflict may be more pronounced where funds and/or accounts overseen by a particular portfolio manager have different investment strategies.

 

Allocation of Limited Investment Opportunities. If a portfolio manager identifies a limited investment opportunity that may be suitable for multiple funds and/or accounts, the opportunity may be allocated among these several funds or accounts, which may limit a fund’s ability to take full advantage of the investment opportunity.

 

Pursuit of Differing Strategies. At times, a portfolio manager may determine that an investment opportunity may be appropriate for only some of the funds and/or accounts for which he or she exercises investment responsibility, or may decide that certain of the funds and/or accounts should take differing positions with respect to a particular security. In these cases, the portfolio manager may place separate transactions for one or more funds or accounts which may affect the market price of the security or the execution of the transaction, or both, to the detriment or benefit of one or more other funds and/or accounts.

 

Selection of Broker/Dealers. Portfolio managers may be able to select or influence the selection of the brokers and dealers that are used to execute securities transactions for the funds and/or accounts that they supervise. In addition to executing trades, some brokers and dealers provide brokerage and research services (as those terms are defined in Section 28(e) of the 1934 Act), which may result in the payment of higher brokerage fees than might have otherwise been available. These services may be more beneficial to certain funds or accounts than to others. Although the payment of brokerage commissions is subject to the requirement that the sub-adviser determines in good faith that the commissions are reasonable in relation to the value of the brokerage and research services provided to the fund, a decision as to the selection of

 



 

brokers and dealers could yield disproportionate costs and benefits among the funds and/or accounts managed. For this reason, a brokerage committee reviews, among other things, the allocation of brokerage to broker/dealers, best execution and soft dollar usage.

 

Variation in Compensation. A conflict of interest may arise where the financial or other benefits available to a portfolio manager differ among the funds and/or accounts that he or she manages. If the structure of the manager’s management fee and/or the portfolio manager’s compensation differs among funds and/or accounts (such as where certain funds or accounts pay higher management fees or performance-based management fees), the portfolio manager might be motivated to help certain funds and/ or accounts over others. The portfolio manager might be motivated to favor funds and/or accounts in which he or she has an interest or in which the manager and/or its affiliates have interests. Similarly, the desire to maintain assets under management or to enhance the portfolio manager’s performance record or to derive other rewards, financial or otherwise, could influence the portfolio manager in affording preferential treatment to those funds and/or accounts that could most significantly benefit the portfolio manager.

 

Related Business Opportunities. The manager or its affiliates may provide more services (such as distribution or recordkeeping) for some types of funds or accounts than for others. In such cases, a portfolio manager may benefit, either directly or indirectly, by devoting disproportionate attention to the management of funds and/or accounts that provide greater overall returns to the manager and its affiliates.

 

(a)(4): Portfolio Manager Securities Ownership

 

The table below identifies the dollar range of securities beneficially owned by the portfolio manager as of December 31, 2011.

 

Portfolio Manager

 

Dollar Range of
Portfolio Securities Beneficially Owned

Mark McAllister

 

None

John Baldi

 

None

 



 

ITEM 9.                                                     PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS.

 

Not Applicable.

 

ITEM 10.                                               SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

 

Not Applicable.

 

ITEM 11.                                               CONTROLS AND PROCEDURES.

 

(a)                                  The registrant’s principal executive officer and principal financial officer have concluded that the registrant’s 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 registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the 1940 Act) that occurred during the registrant’s last fiscal half-year (the registrant’s second fiscal half-year in the case of an annual report) that have materially affected, or are likely to materially affect the registrant’s internal control over financial reporting.

 

ITEM 12.                                               EXHIBITS.

 

(a) (1)  Code of Ethics attached hereto.

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.

 

 

By:

/s/ R. Jay Gerken

 

 

(R. Jay Gerken)

 

 

Chief Executive Officer of

 

 

LMP Real Estate Income Fund Inc.

 

 

 

 

Date:

March 1, 2012

 

 

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

 

 

(R. Jay Gerken)

 

 

Chief Executive Officer of

 

 

LMP Real Estate Income Fund Inc.

 

 

 

 

 

 

 

Date:

March 1, 2012

 

 

 

 

By:

/s/ Richard F. Sennett

 

 

(Richard F. Sennett)

 

 

Principal Financial Officer of

 

 

LMP Real Estate Income Fund Inc.

 

 

 

 

Date:

March 1, 2012