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)

 

125 Broad Street, New York, NY

 

10004

(Address of principal executive offices)

 

(Zip code)

 

Robert I. Frenkel, Esq.
Legg Mason & Co., LLC
300 First Stamford Place, 4th Floor
Stamford, CT 06902

(Name and address of agent for service)

 

Registrant’s telephone number, including area code:

(800) 451-2010

 

 

Date of fiscal year end:

December 31

 

 

Date of reporting period:

June 30, 2007

 

 



 

ITEM 1.

 

REPORT TO STOCKHOLDERS.

 

 

 

 

The Semi-Annual Report to Stockholders is filed herewith.

 



 

 

LMP Real Estate

 

 

Income Fund Inc.

 

 

(RIT)

 

 

 

 

 

 

 

SEMI-ANNUAL

 

 

REPORT

 

 

 

 

 

 

 

 

JUNE 30, 2007

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 


 

 

 

LMP Real Estate Income Fund Inc.

 

 

 

 

 

 

 

 

Semi-Annual Report June 30, 2007

 

 

 

 

 

 

 

What’s

 

 

 

Inside

 

Letter from the Chairman

I

 

 

 

 

 

 

Fund at a Glance

1

 

 

 

 

 

 

Schedule of Investments

2

 

 

 

 

 

 

Statement of Assets and Liabilities

6

 

 

 

 

 

 

Statement of Operations

7

 

 

 

 

 

 

Statements of Changes in Net Assets

8

 

 

 

 

 

 

Financial Highlights

9

 

 

 

 

 

 

Notes to Financial Statements

11

 

 

 

 

Fund Objective

 

Financial Data

18

The Fund’s primary investment

 

 

 

objective is high current income and the

 

Additional Shareholder Information

19

Fund’s secondary investment objective

 

 

 

is capital appreciation.

 

Dividend Reinvestment Plan

20

 


 

 

Letter from the Chairman

 

 

 

 

Dear Shareholder,

 

The U.S. economy weakened during the six-month reporting period ended June 30, 2007. U.S. gross domestic product (“GDP”)i expanded 2.5% in the fourth quarter of 2006. In the first quarter of 2007, GDP growth was a tepid 0.6%, according to the U.S. Commerce Department. This is the lowest growth rate since the fourth quarter of 2002. While consumer spending remained fairly solid, ongoing troubles in the housing market continued to negatively impact the economy. The advance estimate for second quarter 2007 GDP growth was a solid 3.4%, its fastest rate since the first quarter of 2006. While consumer spending slowed, this was offset by a sharp increase in business spending and exports.

R. JAY GERKEN, CFA

 

Chairman, President and
Chief Executive Officer

After increasing the federal funds rateii to 5.25% in June 2006—the 17th consecutive rate hike—the Federal Reserve Board (“Fed”)iii held rates steady at its last eight meetings. In its statement accompanying the June 2007 meeting, the Fed stated: “The economy seems likely to continue to expand at a moderate pace over coming quarters.... Readings on core inflation have improved modestly in recent months. However, a sustained moderation in inflation pressures has yet to be convincingly demonstrated.... In these circumstances, the Committee’s predominant policy concern remains the risk that inflation will fail to moderate as expected.”

 

 

 

Despite concerns regarding the economy and increased volatility in the financial markets, stock prices generally rose during the six-month reporting period. Stocks began the year on a positive note, as the S&P 500 Indexiv hit a six-year high in January 2007. Stock prices rose on the back of optimism for continued solid corporate profits and hopes for a soft economic landing. The U.S. stock market’s ascent continued during much of February 2007, before a sharp decline at the end of the month. This was, in part, triggered by an 8.8% fall in China’s stock market on February 28th, its worst one-day

 

LMP Real Estate Income Fund Inc.        I

 


 

 

performance in 10 years. After a modest increase in March 2007, U.S. stock prices rallied in April and May, thanks, in part, to surprisingly strong first quarter corporate profits. Stocks then gave up some ground in June due to continued weakness in the housing market, troubles in the subprime mortgage market and expectations that the Fed would not lower short-term interest rates in 2007. All told, the S&P 500 Index returned 6.96% during the six months ended June 30, 2007.

 

 

 

Looking at the U.S. stock market more closely, mid-cap stocks outperformed their large- and small-cap counterparts, as the Russell Midcapv, Russell 1000vi, and Russell 2000vii Indexes returned 9.90%, 7.18% and 6.45%, respectively, for the six months ended June 30, 2007. From an investment style perspective, growth stocks outperformed value stocks, with the Russell 3000 Growthviii and Russell 3000 Valueix Indexes returning 8.22% and 6.01%, respectively.

 

 

 

Since the close of the reporting period, the U.S. fixed-income markets have experienced a period of extreme volatility which has negatively impacted market liquidity conditions. Initially, the concern on the part of market participants was limited to the subprime segment of the mortgage-backed market. However, these concerns have since broadened to include a wide range of financial institutions and markets. As a result, other fixed income instruments have experienced increased price volatility.

 

 

 

Performance Review

 

For the six months ended June 30, 2007, the LMP Real Estate Income Fund Inc. returned -7.93% based on its net asset value (“NAV”)x and 3.93% based on its New York Stock Exchange (“NYSE”) market price per share. In comparison, the Lipper Real Estate Closed-End Funds Category Averagexi decreased 4.80% over the reporting period. Please note that Lipper performance returns are based on each fund’s NAV per share.

 

 

 

During this six-month period, the Fund made distributions to shareholders totaling $0.98 per share (which may have included a return of capital). The performance table shows the Fund’s six-month total return based on its NAV and market price as of June 30, 2007. Past performance is no guarantee of future results.

 

II        LMP Real Estate Income Fund Inc.

 


 

Performance Snapshot as of June 30, 2007 (unaudited)

 

 

 

Six-Month

 

 

Price Per Share

Total Return

 

 

$21.65 (NAV)

-7.93%

 

 

 

$21.56 (Market Price)

3.93%

 

 

 

All figures represent past performance and are not a guarantee of future results.

Total returns are based on changes in NAV or market price, respectively. Total returns assume the reinvestment of all distributions, including returns of capital, if any, in additional shares.

 

 

Information About Your Fund

 

Important information with regard to recent regulatory developments that may affect the Fund is contained in the Notes to Financial Statements included in this report.

 

 

 

Prior to October 9, 2006, the Fund was known as Real Estate Income Fund Inc.

 

 

 

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/InvestorServices.

 

 

 

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 6:00 p.m. Eastern Time, for the Fund’s current NAV, market price and other information.

 

 

 

As always, thank you for your confidence in our stewardship of your assets. We look forward to helping you meet your financial goals.

 

 

 

Sincerely,

 

 

 

 

 

 

R. Jay Gerken, CFA

 

Chairman, President and Chief Executive Officer

 

 

 

July 27, 2007

 

LMP Real Estate Income Fund Inc.        III

 


 

The information provided is not intended to be a forecast of future events, a guarantee of future results or investment advice. Views expressed may differ from those of the firm as a whole.

 

RISKS: Funds that invest in securities related to the real estate industry are subject to the risks of real estate markets, including fluctuating property values, changes in interest rates and other mortgage-related risks. In addition, investment in funds that concentrate their investments in one sector or industry may involve greater risk than investment in more broadly diversified funds.

 

All index performance reflects no deduction for fees, expenses or taxes. Please note that an investor cannot invest directly in an index.

 

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 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.

 

 

 

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

 

 

 

v

 

The Russell Midcap Index measures the performance of the 800 smallest companies in the Russell 1000 Index, which represents approximately 25% of the total market capitalization of the Russell 1000 Index.

 

 

 

vi

 

The Russell 1000 Index measures the performance of the 1,000 largest companies in the Russell 3000 Index, which represents approximately 92% of the total market capitalization of the Russell 3000 Index.

 

 

 

vii

 

The Russell 2000 Index measures the performance of the 2,000 smallest companies in the Russell 3000 Index, which represents approximately 8% of the total market capitalization of the Russell 3000 Index.

 

 

 

viii

 

The Russell 3000 Growth Index measures the performance of those Russell 3000 Index companies with higher price-to-book ratios and higher forecasted growth values. (A price-to-book ratio is the price of a stock compared to the difference between a company’s assets and liabilities.)

 

 

 

ix

 

The Russell 3000 Value Index measures the performance of those Russell 3000 Index companies with lower price-to-book ratios and lower forecasted growth values.

 

 

 

x

 

NAV is calculated by subtracting total liabilities and outstanding preferred stock from the closing value of all securities held by the Fund (plus all other assets) and dividing the result (total net assets) by the total number of the common shares outstanding. The NAV fluctuates with changes in the market prices of securities in which the Fund has invested. However, the price at which an investor may buy or sell shares of the Fund is at the Fund’s market price, as determined by supply of and demand for the Fund’s shares.

 

 

 

xi

 

Lipper, Inc. is a major independent mutual-fund tracking organization. Returns are based on the six-month period ended June 30, 2007, including the reinvestment of all distributions, including returns of capital, if any, calculated among the 24 funds in the Fund’s Lipper category.

 

IV        LMP Real Estate Income Fund Inc.

 


 

Fund at a Glance (unaudited)

 

Investment Breakdown

 

As a Percent of Total Investments

 

 

LMP Real Estate Income Fund Inc. 2007 Semi-Annual Report        1


 

Schedule of Investments (June 30, 2007) (unaudited)

 

LMP REAL ESTATE INCOME FUND INC.

 

Shares

 

Security

 

Value

 

COMMON STOCKS — 70.7%

 

 

 

Apartments — 8.1%

 

 

 

50,000

 

Archstone-Smith Trust

 

$

2,955,500

 

224,000

 

Camden Property Trust (a)

 

15,001,280

 

100,000

 

Mid-America Apartment Communities Inc.

 

5,248,000

 

140,000

 

UDR Inc.

 

3,682,000

 

 

 

Total Apartments

 

26,886,780

 

Diversified — 5.9%

 

 

 

300,000

 

iStar Financial Inc.

 

13,299,000

 

190,000

 

Lexington Corporate Properties Trust

 

3,952,000

 

155,000

 

Spirit Finance Corp.

 

2,256,800

 

 

 

Total Diversified

 

19,507,800

 

Health Care — 11.5%

 

 

 

174,000

 

Health Care Property Investors Inc.

 

5,033,820

 

305,000

 

Healthcare Realty Trust Inc.

 

8,472,900

 

130,000

 

Nationwide Health Properties Inc.

 

3,536,000

 

340,000

 

OMEGA Healthcare Investors Inc.

 

5,382,200

 

511,700

 

Senior Housing Properties Trust

 

10,413,095

 

150,000

 

Ventas Inc.

 

5,437,500

 

 

 

Total Health Care

 

38,275,515

 

Home Financing — 0.8%

 

 

 

108,500

 

Municipal Mortgage & Equity LLC

 

2,645,230

 

Industrial — 2.8%

 

 

 

118,700

 

EastGroup Properties Inc.

 

5,201,434

 

185,000

 

First Potomac Realty Trust

 

4,308,650

 

 

 

Total Industrial

 

9,510,084

 

Industrial/Office - Mixed — 3.1%

 

 

 

235,000

 

Liberty Property Trust

 

10,323,550

 

Lodging/Resorts — 3.4%

 

 

 

445,000

 

Ashford Hospitality Trust

 

5,233,200

 

146,000

 

Hospitality Properties Trust

 

6,057,540

 

 

 

Total Lodging/Resorts

 

11,290,740

 

 

See Notes to Financial Statements.

 

2        LMP Real Estate Income Fund Inc. 2007 Semi-Annual Report

 


 

Schedule of Investments (June 30, 2007) (unaudited) (continued)

 

Shares

 

Security

 

Value

 

Office — 14.7%

 

 

 

290,000

 

Brandywine Realty Trust

 

$

8,288,200

 

224,700

 

Highwoods Properties Inc.

 

8,426,250

 

873,700

 

HRPT Properties Trust

 

9,086,480

 

135,000

 

Kilroy Realty Corp.

 

9,563,400

 

165,400

 

Mack-Cali Realty Corp.

 

7,193,246

 

134,500

 

Parkway Properties Inc.

 

6,460,035

 

 

 

Total Office

 

49,017,611

 

Regional Malls — 5.1%

 

 

 

196,000

 

Glimcher Realty Trust

 

4,900,000

 

145,000

 

Macerich Co.

 

11,950,900

 

 

 

Total Regional Malls

 

16,850,900

 

Retail — Free Standing — 3.5%

 

 

 

225,000

 

National Retail Properties Inc.

 

4,918,500

 

265,000

 

Realty Income Corp.

 

6,675,350

 

 

 

Total Retail — Free Standing

 

11,593,850

 

Self Storage — 1.2%

 

 

 

250,000

 

Extra Space Storage Inc.

 

4,125,000

 

Shopping Centers — 7.6%

 

 

 

410,000

 

Cedar Shopping Centers Inc.

 

5,883,500

 

22,000

 

Developers Diversified Realty Corp.

 

1,159,620

 

198,000

 

Equity One Inc.

 

5,058,900

 

250,000

 

Primaris Retail Real Estate Investment Trust

 

4,581,355

 

135,000

 

Ramco-Gershenson Properties Trust

 

4,850,550

 

104,000

 

Tanger Factory Outlet Centers Inc.

 

3,894,800

 

 

 

Total Shopping Centers

 

25,428,725

 

Specialty — 3.0%

 

 

 

185,000

 

Entertainment Properties Trust

 

9,949,300

 

 

 

TOTAL COMMON STOCKS
(Cost — $153,019,694)

 

235,405,085

 

 

See Notes to Financial Statements.

 

LMP Real Estate Income Fund Inc. 2007 Semi-Annual Report        3

 


 

Schedule of Investments (June 30, 2007) (unaudited) (continued)

 

Shares

 

Security

 

Value

 

PREFERRED STOCKS — 29.1%

 

 

 

Apartments — 4.6%

 

 

 

 

 

Apartment Investment & Management Co.:

 

 

 

75,000

 

Cumulative, Series G, 9.375%

 

$

1,916,250

 

113,000

 

Cumulative, Series U, 7.750%

 

2,892,800

 

120,000

 

Cumulative, Series Y, 7.875%

 

3,043,200

 

195,000

 

BRE Properties Inc., Series C, 6.750%

 

4,709,250

 

105,000

 

UDR Inc., 6.750%

 

2,586,150

 

 

 

Total Apartments

 

15,147,650

 

Diversified — 8.3%

 

 

 

109,400

 

Crescent Real Estate Equities Co., Cumulative Redeemable, Series B, 9.500%

 

2,773,290

 

175,000

 

Duke Realty Corp., 6.950%

 

4,418,750

 

90,000

 

LBA Realty Fund LP (b)

 

4,185,000

 

 

 

PS Business Parks Inc.:

 

 

 

115,000

 

Cumulative Redeemable, Series O, 7.375%

 

2,921,000

 

108,400

 

Series M, 7.200%

 

2,734,932

 

150,000

 

Public Storage Inc., Cumulative Redeemable, Series L, 6.750%

 

3,669,000

 

 

 

Vornado Realty Trust,

 

 

 

150,000

 

Cumulative Redeemable, Series G, 6.625%

 

3,552,000

 

142,400

 

Series H, 6.750%

 

3,457,472

 

 

 

Total Diversified

 

27,711,444

 

Health Care — 2.1%

 

 

 

150,000

 

Health Care Property Investors Inc., Cumulative Redeemable, Series F, 7.100%

 

3,750,000

 

120,400

 

OMEGA Healthcare Investors Inc., Cumulative Redeemable, Series D, 8.375%

 

3,107,524

 

 

 

Total Health Care

 

6,857,524

 

Lodging/Resorts — 2.8%

 

 

 

71,100

 

Hospitality Properties Trust, Cumulative Redeemable, Series B, 8.875%

 

1,785,321

 

48,000

 

LaSalle Hotel Properties, Cumulative Redeemable, Series G, 7.250%

 

1,147,502

 

160,000

 

Strategic Hotels Capital Inc., 8.250%

 

4,015,008

 

100,100

 

Sunstone Hotel Investors Inc., Cumulative Redeemable, Series A, 8.000%

 

2,518,146

 

 

 

Total Lodging/Resorts

 

9,465,977

 

Office — 3.7%

 

 

 

196,000

 

BioMed Realty Trust Inc., Series A, 7.375%

 

4,900,000

 

50,000

 

Brandywine Realty Trust, Series D, 7.375%

 

1,287,500

 

110,000

 

Corporate Office Properties Trust, Cumulative Redeemable, Series J, 7.625%

 

2,773,100

 

130,600

 

HRPT Properties Trust, Cumulative Redeemable, Series B, 8.750%

 

3,313,322

 

 

 

Total Office

 

12,273,922

 

 

See Notes to Financial Statements.

 

4        LMP Real Estate Income Fund Inc. 2007 Semi-Annual Report

 


 

Schedule of Investments (June 30, 2007) (unaudited) (continued)

 

Shares

 

Security

 

Value

 

Regional Malls — 2.5%

 

 

 

85,000

 

Glimcher Realty Trust, Cumulative Redeemable, Series F, 8.750%

 

$

2,159,000

 

6,000

 

Pennsylvania Real Estate Investment Trust, Cumulative, 11.000%

 

316,320

 

32,700

 

Simon Property Group Inc., Cumulative, Series C, 7.890%

 

1,650,330

 

169,600

 

Taubman Centers Inc., Cumulative Redeemable, Series H, 7.625%

 

4,266,508

 

 

 

Total Regional Malls

 

8,392,158

 

Retail — Free Standing — 1.5%

 

 

 

96,000

 

National Retail Properties Inc., Cumulative Redeemable, Series C, 7.375%

 

2,403,005

 

 

 

Realty Income Corp.:

 

 

 

25,200

 

Cumulative Redeemable, Series D, 7.375%

 

641,340

 

80,000

 

Cumulative Redeemable, Series E, 6.750%

 

1,990,400

 

 

 

Total Retail — Free Standing

 

5,034,745

 

Shopping Centers — 3.6%

 

 

 

73,000

 

Cedar Shopping Centers Inc., Cumulative Redeemable, Series A, 8.875%

 

1,908,220

 

21,200

 

Developers Diversified Realty Corp., Cumulative Redeemable, Class G, 8.000%

 

536,148

 

34,800

 

Ramco-Gershenson Properties Trust, Cumulative Redeemable, Series B, 9.500%

 

879,048

 

80,000

 

Urstadt Biddle Properties Inc., Cumulative, Series C, 8.500%

 

8,800,000

 

 

 

Total Shopping Centers

 

12,123,416

 

 

 

TOTAL PREFERRED STOCKS
(Cost — $96,581,760)

 

97,006,836

 

 

 

TOTAL INVESTMENTS BEFORE SHORT-TERM INVESTMENT
(Cost — $249,601,454)

 

332,411,921

 

 

 

 

 

 

 

Face

 

 

 

 

 

Amount

 

 

 

 

 

SHORT-TERM INVESTMENT — 0.2%

 

 

 

Repurchase Agreement — 0.2%

 

 

 

$

639,000

 

Interest in $500,144,000 joint tri-party repurchase agreement
dated 6/29/07 with Greenwich Capital Markets Inc.,
5.340% due 7/2/07; Proceeds at maturity — $639,284;
(Fully collateralized by various U.S. government agency obligations,
4.500% to 7.500% due 3/1/17 to 7/1/47;
Market value — $651,783) (Cost — $639,000) (a)

 

639,000

 

 

 

TOTAL INVESTMENTS — 100.0% (Cost — $250,240,454#)

 

$

333,050,921

 

 

(a)

 

All or a portion of this security is segregated for swap contracts.

(b)

 

Security is exempt from registration under Rule 144A of the Securities Act of 1933. This security may be resold in transactions that are exempt from registration, normally to qualified institutional buyers. This security has been deemed liquid pursuant to guidelines approved by the Board of Directors, unless otherwise noted.

#

 

Aggregate cost for federal income tax purposes is substantially the same.

 

See Notes to Financial Statements.

 

LMP Real Estate Income Fund Inc. 2007 Semi-Annual Report        5

 


 

Statement of Assets and Liabilities (June 30, 2007) (unaudited)

 

ASSETS:

 

 

 

Investments, at value (Cost — $250,240,454)

 

$

333,050,921

 

Cash

 

452

 

Unrealized appreciation on swaps

 

1,860,597

 

Dividends and interest receivable

 

1,545,118

 

Interest receivable for open swap contracts

 

80,243

 

Prepaid expenses

 

10,706

 

Total Assets

 

336,548,037

 

LIABILITIES:

 

 

 

Distributions payable

 

411,782

 

Investment management fee payable

 

165,406

 

Distributions payable to auction rate preferred stockholders

 

66,665

 

Interest payable for open swap contracts

 

62,425

 

Directors’ fees payable

 

1,510

 

Accrued expenses

 

101,988

 

Total Liabilities

 

809,776

 

Series M Taxable Auction Rate Cumulative Preferred Stock
(3,800 shares authorized and issued at $25,000 per share) (Note 4)

 

95,000,000

 

Total Net Assets

 

$

240,738,261

 

NET ASSETS:

 

 

 

Par value ($0.001 par value; 11,121,241 common stock shares issued and outstanding;
100,000,000 common stock shares authorized)

 

$

11,121

 

Paid-in capital in excess of par value

 

152,477,479

 

Overdistributed net investment income

 

(5,564,638

)

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

 

9,143,086

 

Net unrealized appreciation on investments, swap contracts and foreign currencies

 

84,671,213

 

Total Net Assets

 

$

240,738,261

 

Shares Outstanding

 

11,121,241

 

Net Asset Value

 

$21.65

 

 

See Notes to Financial Statements.

 

6        LMP Real Estate Income Fund Inc. 2007 Semi-Annual Report

 

 


 

Statement of Operations (For the six months ended June 30, 2007) (unaudited)

 

INVESTMENT INCOME:

 

 

 

Dividends

 

$

8,395,042

 

Interest

 

54,778

 

Less: Foreign taxes withheld

 

(22,823

)

Total Investment Income

 

8,426,997

 

EXPENSES:

 

 

 

Investment management fee (Note 2)

 

1,627,804

 

Auction participation fees (Note 4)

 

117,909

 

Audit and tax

 

44,018

 

Shareholder reports

 

40,473

 

Directors’ fees

 

35,457

 

Legal fees

 

19,209

 

Stock exchange listing fees

 

11,243

 

Transfer agent fees

 

8,782

 

Rating agency fees

 

5,653

 

Custody fees

 

4,592

 

Insurance

 

4,083

 

Miscellaneous expenses

 

8,042

 

Total Expenses

 

1,927,265

 

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

 

(578,775

)

Net Expenses

 

1,348,490

 

Net Investment Income

 

7,078,507

 

REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS,
SWAP CONTRACTS AND FOREIGN CURRENCY TRANSACTIONS
(NOTES 1 AND 3):

 

 

 

Net Realized Gain From:

 

 

 

Investment transactions

 

5,077,239

 

REIT Distributions

 

1,874,262

 

Swap contracts

 

469,935

 

Foreign currency transactions

 

679

 

Net Realized Gain

 

7,422,115

 

Change in Net Unrealized Appreciation/Depreciation From:

 

 

 

Investments

 

(33,515,730

)

Swap contracts

 

274,722

 

Foreign currencies

 

149

 

Change in Net Unrealized Appreciation/Depreciation

 

(33,240,859

)

Net Loss on Investments, Swap Contracts and Foreign Currency Transactions

 

(25,818,744

)

Distributions Paid to Auction Rate Preferred Stockholders From Net Investment Income

 

(2,438,519

)

Decrease in Net Assets From Operations

 

$(21,178,756

)

 

See Notes to Financial Statements.

 

LMP Real Estate Income Fund Inc. 2007 Semi-Annual Report        7


 

Statements of Changes in Net Assets

For the six months ended June 30, 2007 (unaudited)
and the year ended December 31, 2006

 

 

 

2007

 

2006

 

OPERATIONS:

 

 

 

 

 

Net investment income

 

$

7,078,507

 

$

10,987,855

 

Net realized gain

 

7,422,115

 

22,421,164

 

Change in net unrealized appreciation/depreciation

 

(33,240,859

)

43,074,147

 

Distributions paid to auction rate preferred stockholders from
net investment income

 

(2,438,519

)

(4,702,386

)

Increase (Decrease) in Net Assets From Operations

 

(21,178,756

)

71,780,780

 

DISTRIBUTIONS PAID TO COMMON STOCK
SHAREHOLDERS FROM (NOTE 1):

 

 

 

 

 

Net investment income

 

(10,844,863

)

(10,187,457

)

Net realized gains

 

 

(17,887,463

)

Decrease in Net Assets From Distributions to Common
Stock Shareholders

 

(10,844,863

)

(28,074,920

)

FUND SHARE TRANSACTIONS:

 

 

 

 

 

Proceeds from shares issued on reinvestment of
distributions (51,999 shares issued)

 

1,219,240

 

 

Increase in Net Assets From Fund Share Transactions

 

1,219,240

 

 

Increase (Decrease) in Net Assets

 

(30,804,379

)

43,705,860

 

NET ASSETS:

 

 

 

 

 

Beginning of period

 

271,542,640

 

227,836,780

 

End of period*

 

$

240,738,261

 

$

271,542,640

 

*Includes undistributed (overdistributed) net investment income of:

 

$(5,564,638

)

$640,237

 

 

See Notes to Financial Statements.

 

8        LMP Real Estate Income Fund Inc. 2007 Semi-Annual Report


 

Financial Highlights

 

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

 

 

 

2007(1)(2)

 

2006(2)

 

2005(2)

 

2004(2)

 

2003

 

2002(3)

 

Net Asset Value, Beginning of Period

 

$24.53

 

$20.58

 

$21.05

 

$18.21

 

$13.95

 

$14.30

 

Income (Loss) From Operations:

 

 

 

 

 

 

 

 

 

 

 

 

 

Net investment income

 

0.64

 

0.99

 

0.89

 

0.94

 

1.04

 

0.38

 

Net realized and unrealized gain (loss)

 

(2.32

)

5.92

 

0.63

 

3.30

 

4.96

 

(0.18

)

Distributions paid to auction rate preferred stockholders from net investment income

 

(0.22

)

(0.42

)

(0.24

)

(0.09

)

(0.08

)

(0.03

)

Total Income (Loss) From Operations

 

(1.90

)

6.49

 

1.28

 

4.15

 

5.92

 

0.17

 

Underwriting Commissions and Offering Expenses for the
Issuance of Taxable Auction Rate
Cumulative Preferred Stock

 

 

 

(0.04

)

 

(0.00

)(4)

(0.09

)

Less Distributions Paid to Common
Stock Shareholders From:

 

 

 

 

 

 

 

 

 

 

 

 

 

Net investment income

 

(0.98

)

(0.92

)

(0.77

)

(0.75

)

(0.80

)

(0.31

)

Net realized gains

 

 

(1.62

)

(0.94

)

(0.32

)

(0.62

)

(0.07

)

Return of capital

 

 

 

 

(0.24

)

(0.24

)

(0.05

)

Total Distributions

 

(0.98

)

(2.54

)

(1.71

)

(1.31

)

(1.66

)

(0.43

)

Net Asset Value, End of Period

 

$21.65

 

$24.53

 

$20.58

 

$21.05

 

$18.21

 

$13.95

 

Market Price, End of Period

 

$21.56

 

$21.64

 

$18.62

 

$18.47

 

$17.57

 

$14.01

 

Total Return, Based on Net Asset
Value
(5)(6)

 

(7.93

)%

34.39

%

7.35

%

24.75

%

45.12

%

0.69

%

Total Return, Based on Market Price(6)

 

3.93

%

31.04

%

10.69

%

13.45

%

39.42

%

(3.59

)%

Net Assets, End of Period (millions)

 

$241

 

$272

 

$228

 

$233

 

$202

 

$150

 

Ratios to Average Net Assets:(7)

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross expenses

 

1.44

%(8)

1.57

%(9)

1.49

%

1.44

%

1.55

%

1.55

%(8)

Net expenses(10)

 

1.01

(8)

1.09

(9)

1.06

 

1.02

 

1.11

 

1.11

(8) 

Net investment income

 

5.29

(8)

4.31

 

4.27

 

5.00

 

6.60

 

6.66

(8)

Portfolio Turnover Rate

 

5

%

18

%

12

%

6

%

27

%

13

%

Auction Rate Preferred Stock:(11)

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Amount Outstanding (000s)

 

$95,000

 

$95,000

 

$95,000

 

$65,000

 

$65,000

 

$65,000

 

Asset Coverage Per Share

 

88,352

 

96,459

 

84,957

 

114,636

 

102,509

 

82,841

 

Involuntary Liquidating Preference Per Share(12)

 

25,000

 

25,000

 

25,000

 

25,000

 

25,000

 

25,000

 

Average Market Value Per Share(12)

 

25,000

 

25,000

 

25,000

 

25,000

 

25,000

 

25,000

 

 

See Notes to Financial Statements.

 

LMP Real Estate Income Fund Inc. 2007 Semi-Annual Report        9

 


 

Financial Highlights (continued)

 

(1)

For the six months ended June 30, 2007 (unaudited).

(2)

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

(3)

For the period July 31, 2002 (commencement of operations) to December 31, 2002.

(4)

Amount represents less than $0.01 per share.

(5)

Performance figures may reflect fee waivers and/or expense reimbursements. In the absence of fee waivers and/or expense reimbursements, the total return would have been lower. Past performance is no guarantee of future results. Total returns for periods of less than one year are not annualized.

(6)

The total return calculation assumes that all distributions, are reinvested in accordance with the Fund’s dividend reinvestment plan. Past performance is no guarantee of future results. Total returns for periods of less than one year are not annualized.

(7)

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

(8)

Annualized.

(9)

Included in the expense ratios are certain non-recurring restructuring (and reorganization, if applicable) fees that were incurred by the Fund during the period. Without these fees, the gross and net expense ratios would have been 1.49% and 1.05%, respectively.

(10)

Reflects fee waivers and/or expense reimbursements.

(11)

On September 30, 2002 and July 18, 2005, the Fund issued 2,600 and 1,200 shares, respectively, of Taxable Auction Rate Cumulative Preferred Stock at $25,000 per share.

(12)

Excludes accrued interest or accumulated undeclared distributions.

 

See Notes to Financial Statements.

 

10        LMP Real Estate Income Fund Inc. 2007 Semi-Annual Report


 

Notes to Financial Statements (unaudited)

 

1.          Organization and Significant Accounting Policies

 

LMP Real Estate Income Fund Inc. (the “Fund”) was incorporated in Maryland and is registered as a non-diversified, closed-end management investment company under the Investment Company Act of 1940, as amended (the “1940 Act”). The 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.

 

(a) Investment Valuation. Equity securities for which market quotations are available are valued at the last reported sales price or official closing price on the primary market or exchange on which they trade. Debt securities are valued at the mean between the last quoted bid and asked prices provided by an independent pricing service that are based on transactions in debt obligations, quotations from bond dealers, market transactions in comparable securities and various other relationships between securities. When prices are not readily available, or are determined not to reflect fair value, such as when the value of a security has been significantly affected by events after the close of the exchange or market on which the security is principally traded, but before the Fund calculates its net asset value, the Fund may value these securities at fair value as determined in accordance with the procedures approved by the Fund’s Board of Directors. Short-term obligations with maturities of 60 days or less are valued at amortized cost, which approximates fair value.

 

(b) Repurchase Agreements. When entering into repurchase agreements, it is the Fund’s policy that its custodian or a third party custodian take possession of the underlying collateral securities, the market value of which, at all times, at least equals the principal amount of the repurchase transaction, including accrued interest. To the extent that any repurchase transaction exceeds one business day, the value of the collateral is marked-to-market to ensure the adequacy of the collateral. If the seller defaults, and the market value of the collateral declines or if bankruptcy proceedings are commenced with respect to the seller of the security, realization of the collateral by the Fund may be delayed or limited.

 

(c) Concentration Risk. The Fund invests in securities related to the real estate industry and is subject to the risks of real estate markets, including fluctuating property values, changes in interest rates and other mortgage-related risks.

 

(d) Swap Contracts. Swaps involve the exchange by the Fund with another party of the respective amounts payable with respect to a notional principal amount related to one or more indices. The Fund may enter into these transactions to preserve a return or spread on a particular investment or portion of its assets, as a duration management technique, or to protect against any increase in the price of securities the Fund anticipates purchasing at a later date. The Fund may also use these transactions for speculative

 

LMP Real Estate Income Fund Inc. 2007 Semi-Annual Report        11

 


 

Notes to Financial Statements (unaudited) (continued)

 

purposes, such as to obtain the price performance of a security without actually purchasing the security in circumstances where, for example, the subject security is illiquid, is unavailable for direct investment or available only on less attractive terms.

 

Swaps are marked-to-market daily based upon quotations from market makers and the change in value, if any, is recorded as an unrealized gain or loss in the Statement of Operations. Net receipts or payments of interest are recorded as realized gains or losses, respectively.

 

Swaps have risks associated with them, including possible default by the counterparty to the transaction, illiquidity and, where swaps are used as hedges, the risk that the use of a swap could result in losses greater than if the swap had not been employed.

 

(e) Security Transactions and Investment Income. Security transactions are accounted for on a trade date basis. Interest income, adjusted for amortization of premium and accretion of discount, is recorded on the accrual basis. Dividend income is recorded on the ex-dividend date. Foreign dividend income is recorded on the ex-dividend date or as soon as practical after the Fund determines the existence of a dividend declaration after exercising reasonable due diligence. The cost of investments sold is determined by use of the specific identification method. To the extent any issuer defaults on an expected interest payment, the Fund’s policy is to generally halt any additional interest income accruals and consider the realizability of interest accrued up to the date of default.

 

(f) Net Asset Value. The net asset value (“NAV”) of the Fund’s Common Stock is determined on each day the exchange is open for business. It is determined by dividing the value of the net assets available to Common Stock by the total number of shares of Common Stock outstanding. For the purpose of determining the NAV per share of the Common Stock, the value of the Fund’s net assets shall be deemed to equal the value of the Fund’s assets less (1) the Fund’s liabilities, and (2) the aggregate liquidation value (i.e., $25,000 per outstanding share) of the Taxable Auction Rate Cumulative Preferred Stock (“TARPS “).

 

(g) Foreign Currency Translation. Investment securities and other assets and liabilities denominated in foreign currencies are translated into U.S. dollar amounts based upon prevailing exchange rates on the date of valuation. Purchases and sales of investment securities and income and expense items denominated in foreign currencies are translated into U.S. dollar amounts based upon prevailing exchange rates on the respective dates of such transactions.

 

The Fund does not isolate that portion of the results of operations resulting from changes in foreign exchange rates on investments from the fluctuations arising from changes in market prices of securities held. Such fluctuations are included with the net realized and unrealized gain or loss on investments.

 

Net realized foreign exchange gains or losses arise from sales of foreign currencies, including gains and losses on forward foreign currency contracts, currency gains or losses realized between the trade and settlement dates on securities transactions, and the difference between the amounts of dividends, interest, and foreign withholding taxes recorded on the Fund’s books and the U.S. dollar equivalent of the amounts actually

 

12        LMP Real Estate Income Fund Inc. 2007 Semi-Annual Report

 


 

Notes to Financial Statements (unaudited) (continued)

 

received or paid. Net unrealized foreign exchange gains and losses arise from changes in the fair values of assets and liabilities, other than investments in securities, at the date of valuation, resulting from changes in exchange rates.

 

Foreign security and currency transactions may involve certain considerations and risks not typically associated with those of U.S. dollar denominated transactions as a result of, among other factors, the possibility of lower levels of governmental supervision and regulation of foreign securities markets and the possibility of political or economic instability.

 

(h) Distributions to Shareholders. Distributions to shareholders are recorded monthly by the Fund on the ex-dividend date for the shareholders of common stock. The holders of the TARPS shall be entitled to receive dividends in accordance with an auction that will normally be held weekly and out of funds legally available to shareholders. The 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. The character of distributions paid to shareholders disclosed within the Statements of Changes in Net Assets is based on these reclassifications.

 

Pursuant to its Managed Distribution Policy, the Fund intends to make regular monthly distributions to shareholders at a fixed rate per common share, which rate may be adjusted from time to time by the Fund’s Board of Directors. Under the Fund’s Managed Distribution Policy, if, for any monthly distribution, the value of the Fund’s 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 or suspend the Managed Distribution Policy at any time, including when certain events would make part of the return of capital taxable to shareholders. Any such termination or suspension could have an adverse effect on the market price for Fund’s shares.

 

(i) 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, as amended, applicable to regulated investment companies. Accordingly, the Fund intends to distribute substantially all of its taxable income and net realized gains, if any, to shareholders each year. Therefore, no federal income tax provision is required in the Fund’s financial statements. Under the applicable foreign tax laws, a withholding tax may be imposed on interest, dividends and capital gains at various rates.

 

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

 

LMP Real Estate Income Fund Inc. 2007 Semi-Annual Report        13

 


 

Notes to Financial Statements (unaudited) (continued)

 

2.          Investment Management Agreement and Other Transactions with Affiliates

 

Legg Mason Partners Fund Advisor, LLC (“LMPFA”) is the Fund’s investment manager and AEW Management and Advisors, L.P. (“AEW”) is the Fund’s subadviser. LMPFA is a wholly-owned subsidiary of Legg Mason, Inc. (“Legg Mason”).

 

LMPFA provides administrative and certain oversight services to the Fund. The Fund pays an investment management fee, calculated daily and paid monthly, at an annual rate of 0.90% of the Fund’s average daily net assets plus assets attributable to the liquidation value of the Fund’s outstanding TARPS plus any borrowings used for leverage (“Managed Assets”).

 

In addition, LMPFA has contractually agreed to waive a portion of its management fee in the amount of 0.32% of the Fund’s average daily Managed Assets through July 31, 2007, 0.20% of average daily Managed Assets for the 12-month period ending July 31, 2008, and 0.10% of average daily Managed Assets for the 12-month period ending July 31, 2009. The waiver will be eliminated on August 1, 2009.

 

During the six months ended June 30, 2007, LMPFA waived a portion of the management fee in the amount of $578,775.

 

LMPFA has delegated to AEW the day-to-day portfolio management of the Fund, except for the management of cash and short-term investments. For its services, LMPFA pays AEW a fee at an annual rate equal to: (a) for the first 5 years of the Fund’s operation, 0.40% of the first $100 million of the Fund’s average daily Managed Assets, 0.35% of the next $100 million of the Fund’s average daily Managed Assets and 0.30% of the Fund’s average daily Managed Assets in excess of $200 million; and (b) starting 5 years after the commencement of the Fund’s operations, 50% of the management fee paid by the Fund to LMPFA, net of waivers.

 

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

 

3.          Investments

 

During the six months ended June 30, 2007, the aggregate cost of purchases and proceeds from sales of investments (excluding short-term investments) were as follows:

 

Purchases

 

$17,387,855

 

Sales

 

17,358,873

 

 

At June 30, 2007, the aggregate gross unrealized appreciation and depreciation of investments for federal income tax purposes were substantially as follows:

 

Gross unrealized appreciation

 

$84,612,525

 

Gross unrealized depreciation

 

(1,802,058

)

Net unrealized appreciation

 

$82,810,467

 

 

14        LMP Real Estate Income Fund Inc. 2007 Semi-Annual Report

 


 

Notes to Financial Statements (unaudited) (continued)

 

At June 30, 2007, the Fund was invested in the following interest rate swap contracts with the intent to reduce or eliminate the risk that an increase in short-term interest rates could affect the dividend rate payable on TARPS and thereby could have an adverse effect on the Fund’s net earnings as a result of leverage:

 

Swap Counterparty:

 

Merrill Lynch Capital Services, Inc.

Effective Date:

 

7/22/05

Notional Amount:

 

$30,000,000

Payments Made by Fund:

 

Fixed Rate, 4.44%

Payments Received by Fund:

 

Floating Rate (One-Month LIBOR)

Termination Date:

 

7/22/12

Unrealized Appreciation as of June 30, 2007

 

$1,196,919

 

 

 

 

Swap Counterparty:

 

Merrill Lynch Capital Services, Inc.

Effective Date:

 

11/25/02

Notional Amount:

 

$19,500,000

Payments Made by Fund:

 

Fixed Rate, 4.117%

Payments Received by Fund:

 

Floating Rate (One-Month LIBOR)

Termination Date:

 

11/25/09

Unrealized Appreciation as of June 30, 2007

 

$488,606

 

 

 

 

Swap Counterparty:

 

Merrill Lynch Capital Services, Inc.

Effective Date:

 

11/25/02

Notional Amount:

 

$26,000,000

Payments Made by Fund:

 

Fixed Rate, 3.633%

Payments Received by Fund:

 

Floating Rate (One-Month LIBOR)

Termination Date:

 

11/25/07

Unrealized Appreciation as of June 30, 2007

 

$175,072

 

 

At June 30, 2007, the Fund had total unrealized appreciation of $1,860,597 from swap contracts.

 

4.   Taxable Auction Rate Cumulative Preferred Stock

 

As of June 30, 2007, the Fund had 3,800 outstanding shares of TARPS. The TARPS’ dividends are cumulative at a rate determined at an auction and the dividend period is typically seven days. The dividend rates ranged from 5.000% to 5.300% for the six months ended June 30, 2007. At June 30, 2007, the dividend rate was 5.050%.

 

The Fund is required to maintain certain asset coverages with respect to the TARPS. If the Fund fails to maintain these coverages and does not cure any such failure within the required time period, the Fund is required to redeem a requisite number of the TARPS at a redemption price equal to $25,000 per share plus accumulated and unpaid dividends in order to meet the applicable requirement. The TARPS have a liquidation preference of $25,000 per share plus accumulated and unpaid dividends. Additionally, failure to meet

 

LMP Real Estate Income Fund Inc. 2007 Semi-Annual Report        15

 


 

Notes to Financial Statements (unaudited) (continued)

 

the foregoing asset coverage requirements would restrict the Fund’s ability to pay dividends to common shareholders.

 

Citigroup Global Markets Inc. (“CGM”) currently acts as the broker/dealer in connection with the auction of TARPS. After each auction, the auction agent will pay to the participating broker/dealer, from monies the Fund provides, a participation fee at the annual rate of 0.25% of the purchase price of the TARPS that the broker/dealer places at the auction. For the six months ended June 30, 2007, the Fund incurred auction participation fees of $117,909 for CGM’s services as a participating broker/dealer.

 

5.   Distributions Subsequent to June 30, 2007

 

On May 18, 2007, the Board of Directors (“Board”) of the Fund declared two distributions in the amount of 0.19 per share each payable on July 27, 2007 and August 31, 2007 to shareholders of record on July 20, 2007 and August 24, 2007, respectively.

 

6.   Common Stock

 

Common stock transactions were as follows:

 

 

 

Six Months Ended
June 30, 2007

 

Year Ended
December 31, 2006

 

 

 

Shares

 

Amount

 

Shares

 

Amount

 

Shares issued on reinvestment

 

51,999

 

$1,219,240

 

 

 

 

7.   Other Matters

 

On September 16, 2005, the staff of the Securities and Exchange Commission (“SEC”) informed Smith Barney Fund Management LLC (“SBFM”) and Salomon Brothers Asset Management Inc. (“SBAM”) that the staff is considering recommending that the SEC institute administrative proceedings against SBFM and SBAM for alleged violations of Section 19(a) and 34(b) of the 1940 Act (and related Rule 19a-1). The notification is a result of an industry wide inspection by the SEC and is based upon alleged deficiencies in disclosures regarding dividends and distributions paid to shareholders of certain funds. Section 19(a) and related Rule 19a-1 of the 1940 Act generally require funds that are making dividend and distribution payments to provide shareholders with a written statement disclosing the source of the dividends and distributions, and, in particular, the portion of the payments made from each of net investment income, undistributed net profits and/or paid-in capital. In connection with the contemplated proceedings, the staff may seek a cease and desist order and/or monetary damages from SBFM or SBAM.

 

Although there can be no assurance, the Fund’s manager believes that this matter is not likely to have a material adverse effect on the Fund.

 

8.   Recent Accounting Pronouncements

 

During June 2006, the Financial Accounting Standards Board (“FASB”) issued FASB Interpretation 48 (“FIN 48” or the “Interpretation”), Accounting for Uncertainty in Income

 

16      LMP Real Estate Income Fund Inc. 2007 Semi-Annual Report

 


 

Notes to Financial Statements (unaudited) (continued)

 

Taxes — an interpretation of FASB Statement 109. FIN 48 supplements FASB Statement 109, Accounting for Income Taxes, by defining the confidence level that a tax position must meet in order to be recognized in the financial statements. FIN 48 prescribes a comprehensive model for how a fund should recognize, measure, present, and disclose in its financial statements uncertain tax positions that the fund has taken or expects to take on a tax return. FIN 48 requires that the tax effects of a position be recognized only if it is “more likely than not” to be sustained based solely on its technical merits. Management must be able to conclude that the tax law, regulations, case law, and other objective information regarding the technical merits sufficiently support the position’s sustainability with a likelihood of more than 50 percent. FIN 48 is effective for fiscal periods beginning after December 15, 2006, which for this Fund was January 1, 2007. At adoption, the financial statements must be adjusted to reflect only those tax positions that are more likely than not to be sustained as of the adoption date. Management of the Fund has determined that adopting FIN 48 will not have a material impact on the Fund’s financial statements.

 

***

 

On September 20, 2006, FASB released Statement of Financial Accounting Standards No. 157, Fair Value Measurements (“FAS 157”). FAS 157 establishes an authoritative definition of fair value, sets out a framework for measuring fair value, and requires additional disclosures about fair value measurements. The application of FAS 157 is required for fiscal years beginning after November 15, 2007 and interim periods within those fiscal years. At this time, management is evaluating the implications of FAS 157 and its impact on the financial statements has not yet been determined.

 

LMP Real Estate Income Fund Inc. 2007 Semi-Annual Report        17


 

Financial Data (unaudited)

 

For a share of capital stock outstanding throughout each period:

 

 

 

NYSE

 

Net Asset

 

Distribution

 

Reinvestment

 

Record Date

 

Closing Price

 

Value

 

Paid

 

Price

 

 

 

 

 

 

 

 

 

 

 

Fiscal Year 2006

 

 

 

 

 

 

 

 

 

January 24

 

18.78

 

21.54

 

0.1090

 

19.17

 

February 21

 

19.27

 

22.27

 

0.1090

 

19.81

 

March 28

 

20.04

 

22.89

 

0.1090

 

19.93

 

April 25

 

19.05

 

21.97

 

0.1090

 

19.33

 

May 23

 

18.16

 

20.91

 

0.1090

 

18.73

 

June 27

 

18.42

 

21.42

 

0.1090

 

18.76

 

July 21

 

18.80

 

22.09

 

0.1990

 

19.63

 

August 18

 

20.04

 

23.26

 

0.1090

 

20.39

 

September 22

 

20.56

 

23.89

 

0.1090

 

20.84

 

October 20

 

21.40

 

24.87

 

0.1090

 

21.68

 

November 17

 

21.48

 

24.76

 

0.1090

 

22.44

 

December 22

 

20.86

 

23.89

 

1.2473

 

21.78

 

 

 

 

 

 

 

 

 

 

 

Fiscal Year 2007

 

 

 

 

 

 

 

 

 

January 19

 

22.09

 

25.22

 

0.1090

 

22.47

 

February 16

 

24.62

 

26.08

 

0.1090

 

24.92

 

March 23

 

24.20

 

24.65

 

0.1900

 

24.16

 

April 20

 

24.84

 

24.51

 

0.1900

 

24.02

 

May 18

 

23.47

 

22.70

 

0.1900

 

22.30

 

June 22

 

22.15

 

21.80

 

0.1900

 

21.36

 

 

18        LMP Real Estate Income Fund Inc. 2007 Semi-Annual Report


 

Additional Shareholder Information (unaudited)

 

Result of Annual Meeting of Shareholders

 

The Annual Meeting of Shareholders of LMP Real Estate Income Fund Inc. was held on April 16, 2007, for the purpose of considering and voting upon the election of Directors. The following table provides information concerning the matter voted upon at the meeting:

 

Election of Directors

 

Nominee

 

Common Shares
Votes For

 

Common
Shares
Votes Withheld

 

Preferred Shares
Votes For

 

Preferred Shares
Votes Withheld

 

Carol L. Colman

 

N/A

 

N/A

 

3,788

 

12

 

Leslie H. Gelb

 

10,428,849

 

71,841

 

3,788

 

12

 

R. Jay Gerken

 

10,435,081

 

65,609

 

3,788

 

12

 

 

At June 30, 2007, in addition to Carol L. Colman, Leslie H. Gelb and R. Jay Gerken, the other Directors of the fund were as follows:

Daniel P. Cronin
Paolo M. Cucchi
William R. Hutchinson
Dr. Riordan Roett
Jeswald W. Salacuse

 

LMP Real Estate Income Fund Inc.        19

 


 

Dividend Reinvestment Plan (unaudited)

 

Under the 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 from the Plan by notifying the Plan Agent in writing at P.O. Box 922, Wall Street Station, New York, New York 10269-0560, by logging onto your account and following the directions at www.Investpower.com or by calling the Plan Agent at 1-877-366-6441. Such withdrawal will be effective immediately if notice is received by the Plan Agent not less than ten business days prior to any dividend or distribution record date; otherwise such withdrawal will be effective as soon as practicable

 

20        LMP Real Estate Income Fund Inc.


 

Dividend Reinvestment Plan (unaudited) (continued)

 

after the Plan 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
1-877-366-6441.

 

LMP Real Estate Income Fund Inc.        21

 


 

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LMP Real Estate
Income Fund Inc.

 

 

 

 

 

DIRECTORS

SUBADVISER

 

Carol L. Colman

AEW Management and

 

Daniel P. Cronin

Advisors, L.P.

 

Paolo M. Cucchi

 

 

Leslie H. Gelb

AUCTION AGENT

 

R. Jay Gerken, CFA

Deutsche Bank

 

Chairman

60 Wall Street

 

William R. Hutchinson

New York, New York 10005

 

Dr. Riordan Roett

 

 

Jeswald W. Salacuse

CUSTODIAN

 

 

State Street Bank and Trust

 

OFFICERS

Company

 

R. Jay Gerken, CFA

225 Franklin Street

 

President and

Boston, Massachusetts 02110

 

Chief Executive Officer

 

 

 

TRANSFER AGENT

 

Kaprel Ozsolak

American Stock Transfer &

 

Chief Financial Officer and

Trust Company

 

Treasurer

59 Maiden Lane

 

 

New York, New York 10038

 

Matthew A. Troxell, CFA

 

 

Investment Officer

INDEPENDENT

 

 

REGISTERED PUBLIC

 

Ted P. Becker

ACCOUNTING FIRM

 

Chief Compliance Officer

KPMG LLP

 

 

345 Park Avenue

 

Steven Frank

New York, New York 10154

 

Controller

 

 

 

LEGAL COUNSEL

 

Robert I. Frenkel

Simpson Thacher & Bartlett LLP

 

Secretary and

425 Lexington Avenue

 

Chief Legal Officer

New York, New York 10017

 

 

 

 

LMP REAL ESTATE

NEW YORK STOCK

 

INCOME FUND INC.

EXCHANGE SYMBOL

 

125 Broad Street

RIT

 

10th Floor, MF-2

 

 

New York, New York 10004

 

 

 

 

 

INVESTMENT MANAGER

 

 

Legg Mason Partners

 

 

Fund Advisor, LLC

 

 


 

This report is transmitted to the shareholders of LMP Real Estate Income Fund Inc. for their information. This is not a prospectus, circular or representation intended for use in the purchase of shares of the Fund or any securities mentioned in this report.

 

LMP Real Estate
Income Fund Inc.



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 from shares of its common stock in the open market.

 

 

 


www.leggmason.com/InvestorServices


©2007 Legg Mason Investor
Services, LLC
Member NASD, SIPC

 

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 NQ 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 1-800-451-2010.

 

 

 

FD02814 8/07                          SR07-397

 

Information on how the Fund voted proxies relating to portfolio securities during the prior 12-month period ended June 30th of each year, and a description of the policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio transactions is available (1) without charge, upon request, by calling
1-800-451-2010, (2) on the Fund’s website at www.leggmason.com/InvestorServices and (3) on the SEC’s website at www.sec.gov.

 


 

ITEM 2.                  CODE OF ETHICS.

 

Not applicable.

 

ITEM 3.                  AUDIT COMMITTEE FINANCIAL EXPERT.

 

Not applicable.

 

ITEM 4.                  PRINCIPAL ACCOUNTANT FEES AND SERVICES.

 

Not applicable.

 

ITEM 5.                  AUDIT COMMITTEE OF LISTED REGISTRANTS.

 

Not applicable.

 

ITEM 6.                  SCHEDULE OF INVESTMENTS.

 

Included herein under Item 1.

 

ITEM 7.                  DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

 

Proxy Voting Guidelines and Procedures

Although individual trustees may not agree with particular policies or votes by the manager or subadvisers, the Board has delegated proxy voting discretion to the manager and/or the subadvisers, believing that the manager and/or the subadvisers should be responsible for voting because it is a matter relating to the investment decision making process. LMPFA delegates the responsibility for voting proxies for the fund to the subadvisers through its contracts with the subadvisers. The subadvisers will use their own proxy voting policies and procedures to vote proxies. Accordingly, LMPFA does not expect to have proxy-voting responsibility for the fund. Should LMPFA become responsible for voting proxies for any reason, such as the inability of a subadviser to provide investment advisory services, LMPFA shall utilize the proxy voting guidelines established by the most recent subadviser to vote proxies until a new subadviser is retained. In the case of a material conflict between the interests of LMPFA (or its affiliates if such conflict is known to persons responsible for voting at LMPFA) and the fund, the board of trustees of LMPFA shall consider how to address the conflict and/or how to vote the proxies. LMPFA shall maintain records of all proxy votes in accordance with applicable securities laws and regulations, to the extent that LMPFA votes proxies. LMPFA shall be responsible for gathering relevant documents and records related to proxy voting from the subadvisers and providing them to the fund as required for the fund to comply with applicable rules under the 1940 Act. The subadvisers’ Proxy Voting Policies and Procedures govern in determining how proxies relating to the fund’s portfolio securities are voted and are attached as Appendix A to this SAI. Information regarding how each fund voted proxies (if any) relating to portfolio securities during the most recent 12-month period ended June 30 is available without charge (1) by calling 888-425-6432, (2) on the fund’s website at http://www.leggmason.com/ InvestorServices and (3) on the SEC’s website at http://www.sec.gov.

 

Background

An investment adviser is required to adopt and implement policies and procedures that we believe are reasonably designed to ensure that proxies are voted in the best interest of clients, in accordance with fiduciary duties and SEC Rule

 



 

206(4)-6 under the Investment Advisers Act of 1940 (“Advisers Act”). The authority to vote the proxies of our clients is established through investment management agreements or comparable documents. In addition to SEC requirements governing advisers, long-standing fiduciary standards and responsibilities have been established for ERISA accounts. Unless a manager of ERISA assets has been expressly precluded from voting proxies, the Department of Labor has determined that the responsibility for these votes lies with the investment manager.

 

Policy

As a fixed income only manager, the occasion to vote proxies is very rare. However, the Firm has adopted and implemented policies and procedures that we believe are reasonably designed to ensure that proxies are voted in the best interest of clients, in accordance with our fiduciary duties and SEC Rule 206(4)-6 under the Investment Advisers Act of 1940 (“Advisers Act”). In addition to SEC requirements governing advisers, our proxy voting policies reflect the long-standing fiduciary standards and responsibilities for ERISA accounts. Unless a manager of ERISA assets has been expressly precluded from voting proxies, the Department of Labor has determined that the responsibility for these votes lies with the Investment Manager.

 

While the guidelines included in the procedures are intended to provide a benchmark for voting standards, each vote is ultimately cast on a case-by-case basis, taking into consideration the Firm’s contractual obligations to our clients and all other relevant facts and circumstances at the time of the vote (such that these guidelines may be overridden to the extent the Firm deems appropriate).

 

In exercising its voting authority, Western Asset will not consult or enter into agreements with officers, directors or employees of Legg Mason Inc. or any of its affiliates (other than Western Asset Management Company Limited) regarding the voting of any securities owned by its clients.

 

Procedure

Responsibility and Oversight

The Western Asset Legal and Compliance Department (“Compliance Department”) is responsible for administering and overseeing the proxy voting process. The gathering of proxies is coordinated through the Corporate Actions area of Investment Support (“Corporate Actions”). Research analysts and portfolio managers are responsible for determining appropriate voting positions on each proxy utilizing any applicable guidelines contained in these procedures.

 

Client Authority

At account start-up, or upon amendment of an IMA, the applicable client IMA are similarly reviewed. If an agreement is silent on proxy voting, but contains an overall delegation of discretionary authority or if the account represents assets of an ERISA plan, Western Asset will assume responsibility for proxy voting. The Client Account Transition Team maintains a matrix of proxy voting authority.

 

Proxy Gathering

Registered owners of record, client custodians, client banks and trustees (“Proxy Recipients”) that receive proxy materials on behalf of clients should forward them to Corporate Actions. Proxy Recipients for new clients (or, if Western Asset becomes aware that the applicable Proxy Recipient for an existing client has changed, the Proxy Recipient for the existing client) are notified at start-up of appropriate routing to Corporate Actions of proxy materials received and reminded of their responsibility to forward all proxy materials on a timely

 



 

basis. If Western Asset personnel other than Corporate Actions receive proxy materials, they should promptly forward the materials to Corporate Actions.

 

Proxy Voting

Once proxy materials are received by Corporate Actions, they are forwarded to the Legal and Compliance Department for coordination and the following actions:

 

a. Proxies are reviewed to determine accounts impacted.

b. Impacted accounts are checked to confirm Western Asset voting authority.

c. Legal and Compliance Department staff reviews proxy issues to determine any material conflicts of interest. (See conflicts of interest section of these procedures for further information on determining material conflicts of interest.)

d. If a material conflict of interest exists, (i) to the extent reasonably practicable and permitted by

applicable law, the client is promptly notified, the conflict is disclosed and Western Asset obtains the client’s proxy voting instructions, and (ii) to the extent that it is not reasonably practicable or permitted by applicable law to notify the client and obtain such instructions (e.g., the client is a mutual fund or other commingled vehicle or is an ERISA plan client), Western Asset seeks voting instructions from an independent third party.

e. Legal and Compliance Department staff provides proxy material to the appropriate research analyst or portfolio manager to obtain their recommended vote. Research analysts and portfolio managers determine votes on a case-by-case basis taking into account the voting guidelines contained in these procedures. For avoidance of doubt, depending on the best interest of each individual client, Western Asset may vote the same proxy differently for different clients. The analyst’s or portfolio manager’s basis for their decision is documented and maintained by the Legal and Compliance Department.

f. Legal and Compliance Department staff votes the proxy pursuant to the instructions received in

(d) or (e) and returns the voted proxy as indicated in the proxy materials.

Timing Western Asset personnel act in such a manner to ensure that, absent special circumstances, the proxy gathering and proxy voting steps noted above can be completed before the applicable deadline for returning proxy votes.

 

Recordkeeping

Western Asset maintains records of proxies voted pursuant to Section 204-2 of the Advisers Act and ERISA DOL Bulletin 94-2. These records include:

a. A copy of Western Asset’s policies and procedures.

b. Copies of proxy statements received regarding client securities.

c. A copy of any document created by Western Asset that was material to making a decision how to vote proxies.

d. Each written client request for proxy voting records and Western Asset’s written response to both verbal and written client requests.

e. A proxy log including:

1. Issuer name;

2. Exchange ticker symbol of the issuer’s shares to be voted;

3. Council on Uniform Securities Identification Procedures (“CUSIP”) number for the shares to be voted;

4. A brief identification of the matter voted on;

 



 

5. Whether the matter was proposed by the issuer or by a shareholder of the issuer;

6. Whether a vote was cast on the matter;

7. A record of how the vote was cast; and

8. Whether the vote was cast for or against the recommendation of the issuer’s management team.

 

Records are maintained in an easily accessible place for five years, the first two in Western Asset’s offices.

 

Disclosure

Western Asset’s proxy policies are described in the firm’s Part II of Form ADV. Clients will be provided a copy of these policies and procedures upon request. In addition, upon request, clients may receive reports on how their proxies have been voted.

 

Conflicts of Interest

All proxies are reviewed by the Legal and Compliance Department for material conflicts of interest. Issues to be reviewed include, but are not limited to:

1. Whether Western (or, to the extent required to be considered by applicable law, its affiliates)

manages assets for the company or an employee group of the company or otherwise has an interest in the company;

2. Whether Western or an officer or director of Western or the applicable portfolio manager or analyst responsible for recommending the proxy vote (together, “Voting Persons”) is a close relative of or has a personal or business relationship with an executive, director or person who is a candidate for director of the company or is a participant in a proxy contest; and

3. Whether there is any other business or personal relationship where a Voting Person has a personal interest in the outcome of the matter before shareholders.

 

Voting Guidelines

Western Asset’s substantive voting decisions turn on the particular facts and circumstances of each proxy vote and are evaluated by the designated research analyst or portfolio manager. The examples outlined below are meant as guidelines to aid in the decision making process.

Guidelines are grouped according to the types of proposals generally presented to shareholders. Part I deals with proposals which have been approved and are recommended by a company’s board of directors; Part II deals with proposals submitted by shareholders for inclusion in proxy statements; Part III addresses issues relating to voting shares of investment companies; and Part IV addresses unique considerations pertaining to foreign issuers.

 

I. Board Approved Proposals

The vast majority of matters presented to shareholders for a vote involve proposals made by a company itself that have been approved and recommended by its board of directors. In view of the enhanced corporate governance practices currently being implemented in public companies, Western Asset generally votes in support of decisions reached by independent boards of directors. More specific guidelines related to certain board-approved proposals are as follows:

 

1. Matters relating to the Board of Directors

Western Asset votes proxies for the election of the company’s nominees for directors and for board-approved proposals on other matters relating to the board of directors with the following exceptions:

a. Votes are withheld for the entire board of directors if the board does not have a majority of independent directors or the board does not have

 



 

nominating, audit and compensation committees composed solely of independent directors.

b. Votes are withheld for any nominee for director who is considered an independent director by the company and who has received compensation from the company other than for service as a director.

c. Votes are withheld for any nominee for director who attends less than 75% of board and committee meetings without valid reasons for absences.

d. Votes are cast on a case-by-case basis in contested elections of directors.

 

2. Matters relating to Executive Compensation

Western Asset generally favors compensation programs that relate executive compensation to a company’s long-term performance. Votes are cast on a case-by-case basis on board-approved proposals relating to executive compensation, except as follows:

a. Except where the firm is otherwise withholding votes for the entire board of directors, Western Asset votes for stock option plans that will result in a minimal annual dilution.

b. Western Asset votes against stock option plans or proposals that permit replacing or repricing of underwater options.

c. Western Asset votes against stock option plans that permit issuance of options with an exercise price below the stock’s current market price.

d. Except where the firm is otherwise withholding votes for the entire board of directors, Western Asset votes for employee stock purchase plans that limit the discount for shares purchased under the plan to no more than 15% of their market value, have an offering period of 27 months or less and result in dilution of 10% or less.

 

3. Matters relating to Capitalization

The management of a company’s capital structure involves a number of important issues, including cash flows, financing needs and market conditions that are unique to the circumstances of each company. As a result, Western Asset votes on a case-by-case basis on board-approved proposals involving changes to a company’s capitalization except where Western Asset is otherwise withholding votes for the entire board of directors.

a. Western Asset votes for proposals relating to the authorization of additional common stock.

b. Western Asset votes for proposals to effect stock splits (excluding reverse stock splits).

c. Western Asset votes for proposals authorizing share repurchase programs.

 

4. Matters relating to Acquisitions, Mergers, Reorganizations and Other Transactions

Western Asset votes these issues on a case-by-case basis on board-approved transactions.

 

5. Matters relating to Anti-Takeover Measures

Western Asset votes against board-approved proposals to adopt anti-takeover measures except as follows:

a. Western Asset votes on a case-by-case basis on proposals to ratify or approve shareholder rights plans.

b. Western Asset votes on a case-by-case basis on proposals to adopt fair price provisions.

 



 

6. Other Business Matters

Western Asset votes for board-approved proposals approving such routine business matters such as changing the company’s name, ratifying the appointment of auditors and procedural matters relating to the shareholder meeting.

a. Western Asset votes on a case-by-case basis on proposals to amend a company’s charter or bylaws.

b. Western Asset votes against authorization to transact other unidentified, substantive business at the meeting.

 

II. Shareholder Proposals

SEC regulations permit shareholders to submit proposals for inclusion in a company’s proxy statement. These proposals generally seek to change some aspect of a company’s corporate governance structure or to change some aspect of its business operations. Western Asset votes in accordance with the recommendation of the company’s board of directors on all shareholder proposals, except as follows:

1. Western Asset votes for shareholder proposals to require shareholder approval of shareholder rights plans.

2. Western Asset votes for shareholder proposals that are consistent with Western Asset’s proxy voting guidelines for board-approved proposals.

3. Western Asset votes on a case-by-case basis on other shareholder proposals where the firm is otherwise withholding votes for the entire board of directors.

 

III. Voting Shares of Investment Companies

Western Asset may utilize shares of open or closed-end investment companies to implement its investment strategies. Shareholder votes for investment companies that fall within the categories listed in Parts I and II above are voted in accordance with those guidelines.

1. Western Asset votes on a case-by-case basis on proposals relating to changes in the investment objectives of an investmentUNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM N-CSR

 

CERTIFIED SHAREHOLDER REPORT OFg into account the original intent of the fund and the role the fund plays in the clients’ portfolios.

2. Western Asset votes on a case-by-case basis all proposals that would result in increases in expenses (e.g., proposals to adopt 12b-1 plans, alter investment advisory arrangements or approve fund mergers) taking into account comparable expenses for similar funds and the services to be provided.

 

IV. Voting Shares of Foreign Issuers

In the event Western Asset is required to vote on securities held in non-U.S. issuers – i.e. issuers that are incorporated under the laws of a foreign jurisdiction and that are not listed on a U.S. securities exchange or the NASDAQ stock market, the following guidelines are used, which are premised on the existence of a sound corporate governance and disclosure framework. These guidelines, however, may not be appropriate under some circumstances for foreign issuers and therefore apply only where applicable.

1. Western Asset votes for shareholder proposals calling for a majority of the directors to be independent of management.

 



 

2. Western Asset votes for shareholder proposals seeking to increase the independence of board nominating, audit and compensation committees.

3. Western Asset votes for shareholder proposals that implement corporate governance standards similar to those established under U.S. federal law and the listing requirements of U.S. stock exchanges, and that do not otherwise violate the laws of the jurisdiction under which the company is incorporated.

4. Western Asset votes on a case-by-case basis on proposals relating to (1) the issuance of common stock in excess of 20% of a company’s outstanding common stock where shareholders do not have preemptive rights, or (2) the issuance of common stock in excess of 100% of a company’s outstanding common stock where shareholders have preemptive rights.

 

ITEM 8.

 

PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

 

 

 

 

 

Not applicable.

 

 

 

ITEM 9.

 

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

 

 

 

 

 

None.

 

 

 

ITEM 10.

 

SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

 

 

 

 

 

Not applicable.

 

 

 

ITEM 11.

 

CONTROLS AND PROCEDURES.

 

 

 

 

 

(a)

The 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)      Not applicable.

 

 

 

 

 

Exhibit 99.CODE ETH

 



 

 

 

(a) (2)  Certifications pursuant to section 302 of the Sarbanes-Oxley Act of 2002 attached hereto.

 

 

 

 

 

Exhibit 99.CERT

 

 

 

 

 

(b)  Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 attached hereto.

 

 

 

 

 

Exhibit 99.906CERT

 



 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this Report to be signed on its behalf by the undersigned, there unto duly authorized.

 

LMP Real Estate Income Fund Inc.

 

 

 

 

 

 

 

By:

/s/ R. Jay Gerken

 

 

 

R. Jay Gerken

 

 

Chief Executive Officer

 

 

LMP Real Estate Income Fund Inc.

 

 

 

 

Date:

August 28, 2007

 

 

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

 

LMP Real Estate Income Fund Inc.

 

 

Date:

August 28, 2007

 

 

 

 

By:

/s/ Kaprel Ozsolak

 

 

(Kaprel Ozsolak)

 

Chief Financial Officer

 

LMP Real Estate Income Fund Inc.

 

 

 

 

Date:

August 28, 2007