ITEM 1.
REPORT TO STOCKHOLDERS.
The
Annual Report
to Stockholders is filed herewith.
November 30, 2012
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Annual Report
LMP Capital and Income Fund Inc.
(SCD)
INVESTMENT PRODUCTS: NOT FDIC INSURED
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NO BANK GUARANTEE
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MAY LOSE VALUE
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II
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LMP Capital and Income Fund Inc.
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Fund objective
The Funds investment objective is total return with an emphasis on income.
Whats inside
Letter from the chairman
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II
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Investment commentary
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III
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Fund overview
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1
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Fund at a glance
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7
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Schedule of investments
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8
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Statement of assets and liabilities
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14
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Statement of operations
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15
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Statements of changes in net assets
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16
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Statement of cash flows
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17
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Financial highlights
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18
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Notes to financial statements
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19
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Report of independent registered public accounting firm
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29
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Board approval of management and subadvisory agreements
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31
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Additional information
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38
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Annual chief executive officer and principal financial officer certifications
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44
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Other shareholder communications regarding accounting matters
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45
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Dividend reinvestment plan
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46
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Important tax information
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48
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Letter from the chairman
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Dear Shareholder,
We are pleased to provide the annual report of LMP Capital and Income Fund Inc. for the twelve-month reporting period ended November 30, 2012. Please read on for a detailed look at prevailing economic and market conditions during the Funds reporting period and to learn how those conditions have affected Fund performance.
Recent regulations adopted by the Commodity Futures Trading Commission (the CFTC) require operators of registered investment companies, including closed-end funds, to register as commodity pool operators unless the fund limits its investments in commodity interests. Effective December 31, 2012, your Funds manager has claimed the exclusion from the definition of commodity pool operator. More information about the CFTC rules and their effect on the Fund is included later in this report on page 30.
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.lmcef.com. Here you can gain immediate access to market and investment information, including:
·
Fund prices and performance,
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Market insights and commentaries from our portfolio managers, and
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A host of educational resources.
We look forward to helping you meet your financial goals.
Sincerely,
R. Jay Gerken, CFA
Chairman, President and Chief Executive Officer
December 28, 2012
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LMP Capital and Income Fund Inc.
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III
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Investment commentary
Economic review
While the U.S. economy continued to grow over the twelve months ended November 30, 2012, it did so at an uneven pace. U.S. gross domestic product (GDP)
i
growth, as reported by the U.S. Department of Commerce, was 4.1% in the fourth quarter of 2011. Economic growth in the U.S. then decelerated, as first quarter 2012 GDP growth was 2.0%. This was primarily due to less robust private inventory and non-residential fixed investments. The economy slowed further in the second quarter, as GDP growth was a tepid 1.3%. GDP growth then moved to 3.1% in the third quarter. The increase was partially due to increased private inventory and investment, higher federal government spending and a deceleration in imports.
The U.S. job market remained weak. While there was some improvement during the reporting period, unemployment remained elevated. When the reporting period began, unemployment, as reported by the U.S. Department of Labor, was 8.5%. Unemployment then generally declined and was 8.1% in April 2012, the lowest rate since January 2009, but still high by historical standards. The unemployment rate then rose to 8.3% in July, before falling to 7.8% in September and ending the reporting period at 7.7% in November. However, the number of longer-term unemployed remained high, as roughly 40% of the 12 million people without a job have been out of work for more than six months.
Meanwhile, the housing market brightened, as sales have started to improve of late and home prices continued to rebound. According to the National Association of Realtors (NAR), existing-home sales rose 5.9% on a seasonally adjusted basis in November 2012 versus the previous month and they were 14.5% higher than in November 2011. In addition, the NAR reported that the median existing-home price for all housing types was $180,600 in November 2012, up 10.1% from November 2011. This marked the ninth consecutive month that home prices rose compared to the same period a year earlier. Furthermore, the inventory of homes available for sale fell 3.8% in November, which represents a 4.8 month supply at the current sales pace. This represents the lowest inventory since September 2005.
The manufacturing sector appeared to overcome a soft patch that occurred in the summer of 2012 as it improved toward the end of the reporting period, only to experience another setback in November 2012. Based on the Institute for Supply Managements PMI (PMI)
ii
, after expanding 34 consecutive months, the PMI fell to 49.7 in June 2012, which represented the first contraction in the manufacturing sector since July 2009 (a reading below 50 indicates a contraction, whereas a reading above 50 indicates an expansion). Manufacturing continued to contract in July and August before ticking up to 51.5 in September and 51.7 in October. However, the PMI fell back to contraction territory with a reading of 49.5 in November, its lowest level since July 2009.
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 rate
iv
at a historically low range between zero and 0.25%. In September 2011, prior to the beginning
IV
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LMP Capital and Income Fund Inc.
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Investment commentary (contd)
of the reporting period, 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 referred to as Operation Twist). In January 2012, the Fed extended the period it expects to keep rates on hold until at least through late 2014. Operation Twist was then extended in June 2012 until the end of the year. In September the Fed announced a third round of quantitative easing, which involves purchasing $40 billion each month of agency mortgage-backed securities (MBS) on an open-end basis. In addition, the Fed said that Operation Twist would continue and that it will keep the federal funds rate on hold until at least mid-2015. Finally, at its meeting in December, after the reporting period ended, the Fed announced that it would continue purchasing $40 billion per month of agency MBS, as well as initially purchasing $45 billion a month of longer-term Treasuries. The Fed also said that it would keep the federal funds rate on hold ...as long as the unemployment rate remains above 6.5%, inflation between one and two years ahead is projected to be no more than a half percentage point above the Committees 2.0% longer-run goal, and longer-term inflation expectations continue to be well anchored.
As always, thank you for your confidence in our stewardship of your assets.
Sincerely,
R. Jay Gerken, CFA
Chairman, President and Chief Executive Officer
December 28, 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 Managements 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.
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LMP Capital and Income Fund Inc. 2012 Annual Report
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1
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Fund overview
Q. What is the Funds investment strategy?
A.
The Funds investment objective is total return with an emphasis on income. The Fund invests in a broad range of equity and fixed-income securities of both U.S. and foreign issuers, including up to 25% of its total assets in energy master limited partnerships (MLPs). The Fund will vary its allocation between equity and fixed-income securities depending on the investment managers view of economic, market or political conditions, fiscal and monetary policy and security valuation. Depending on the investment managers view of these factors, which may vary from time to time, the investment manager may allocate substantially all of the investments in the portfolio to equity securities or fixed-income securities.
The Funds investment manager applies a rigorous, bottom-up research process to identify companies with strong fundamentals, skilled and committed management teams and a clear market advantage. Through patient management, the Fund seeks to capture earnings growth from companies offering new or innovative technologies, products and services.
Peter Vanderlee, CFA of ClearBridge Investments, LLC (prior to December 5, 2012, known as ClearBridge Advisors, LLC) (ClearBridge), one of the Funds subadvisers, oversees the Funds allocation between equity and fixed-income securities, as well as the Funds equity investments in general, with a focus on dividend-paying securities. The ClearBridge portfolio management team also includes Mark McAllister, CFA, Tim Daubenspeck and Tatiana Thibodeau, who are focused on their respective areas of expertise: Mr. McAllister on real estate investment trusts (REITs)
i
, Mr. Daubenspeck on telecommunications, and Ms. Thibodeau on utilities. They manage the equity side of the Fund with a bottom-up approach focused on the risk and reward of each investment opportunity. A portfolio management team at Western Asset Management Company (Western Asset) manages the fixed-income portion of the Fund. The fixed-income team includes portfolio managers Stephen A. Walsh, Keith J. Gardner, Mark Lindbloom, Michael C. Buchanan and Ryan Brist. Their focus is on portfolio structure, including sector allocation, duration
ii
weighting and term-structure decisions.
Q. What were the overall market conditions during the Funds reporting period?
A.
The reporting period began amid significant market volatility and weakness, stemming largely from uncertainty over the state of the European sovereign debt crisis and the failure of the U.S. Congressional super committee to produce a deficit reduction plan. However, the start of the new calendar year saw stocks rise significantly, with both the Dow Jones Industrial Average (DJIA)
iii
and the S&P 500 Index
iv
making strong advances in the first calendar quarter of 2012. The key catalysts for the rise were the European Central Banks (ECB) introduction of the Long-Term Refinancing Operations (LTRO) in December 2011, which alleviated much of the concern about a potential European bank liquidity crisis and financial contagion, and modest improvement seen in U.S. economic data.
As the period progressed, both the domestic economic recovery and the bull market for equities managed to continue despite weaker corporate
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LMP Capital and Income Fund Inc. 2012 Annual Report
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Fund overview (contd)
earnings guidance and slowing economic growth in both the U.S. and China. Increasingly, stock market performance was correlated with central bank activity, as additional policy easing actions taken by the ECB and the Federal Reserve Board (Fed)
v
sparked solid stock market gains. Over the summer and fall, uncertainty over the outcome of the U.S. Presidential election and fears of the fiscal cliff remained in the forefront, but were not enough to stop the markets rise to multi-year highs in September and October. The market dipped following President Obamas re-election in early November, but rapidly recovered to end the period with significant gains. The spread sectors (non-Treasuries) experienced periods of volatility during the reporting period, but ultimately posted positive results. Demand for the spread sectors was generally robust during the first three months of the reporting period. This was due to several factors, including signs that the U.S. economy was gathering momentum and some progress in the European sovereign debt crisis. However, fears that the economy may be experiencing a soft patch and contagion fears from Europe led to periods of heightened risk aversion during portions of March, April and May 2012. The spread sectors then largely rallied from June through November as investor sentiment improved.
Short-term Treasury yields were unchanged, whereas long-term Treasury yields declined during the reporting period. When the period began, two-year Treasury yields were 0.25%. They moved as low as 0.21% on January 17, 2012 and as high as 0.41% on March 20, 2012. Ten-year Treasury yields were 2.08% at the beginning of the period and peaked at 2.39% on March 19, 2012. On July 25, 2012, ten-year Treasuries closed at an all-time low of 1.43%. Yields then edged higher due to some positive developments in Europe and hopes for additional Fed actions to stimulate the economy. When the reporting period ended on November 30, 2012, two-year Treasury yields were 0.25% and ten-year Treasury yields were 1.69%. All told, the Barclays U.S. Aggregate Index
vi
, returned 5.51% for the twelve months ended November 30, 2012.
Q. How did we respond to these changing market conditions?
A.
On the equity side of the Fund, we seek out companies with sound or improving balance sheets that demonstrate leadership in their industry. We also focus on companies that generate ample free cash flow and which exhibit a strong dividend profile. Against a backdrop where, during the reporting period, investment grade bonds did not offer what we consider to be an attractive yield, as exemplified by the historically low yield on the ten-year Treasury, we felt equities could provide a better avenue to capture income and growth potential. As such, we heavily tilted the portfolio to equity securities, in particular those that provide a high and sustainable current income stream. The case for equities over bonds was further underscored by observing that many stocks offered dividends that exceeded the yields on their bonds and notes, a situation that is a rare occurrence since the 1950s.
Throughout the reporting period, the fixed-income portion of the Fund continued to represent approximately 1% of its total assets. To a great extent, this allocation was held in non-agency mortgage-backed securities (MBS). On two occasions during the reporting
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LMP Capital and Income Fund Inc. 2012 Annual Report
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3
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period in January/February 2012 and in August/September 2012 we pared our exposure to non-agency MBS given their strong performance and in order to reduce the fixed-income portion of the portfolios overall risk exposure. We believe that the Funds positioning offers our shareholders an attractive current yield combined with the potential for distribution growth and capital appreciation over time.
The Fund has a managed distribution policy and pays a quarterly distribution of $0.28 per share. As of the close of the period, we remain comfortable with our ability to sustain the Funds distribution rate.
The Fund has a sizable exposure to energy MLPs. We believe that the U.S. is undergoing a renaissance in energy production as a result of a resurgence in drilling activity enabled by technological advancements in horizontal drilling and hydraulic fracturing. It is our belief that the energy MLPs are very well positioned to capitalize on this growth opportunity by providing the necessary infrastructure to move, process and store these hydrocarbons.
Regarding the Funds exposure to the Utilities sector, our holdings largely had regulated returns, low earnings volatility and a relatively attractive dividend yield. Within the Utilities sector, we have been focusing on what we feel are quality names that offer an attractive dividend yield and where we feel the dividend is sustainable and could grow over time. The Funds meaningful Telecommunication Services (Telecom) weighting is due to the sectors attractive dividend yield profile, as well as our belief that the sectors yields are very sustainable.
Performance review
For the twelve months ended November 30, 2012, LMP Capital and Income Fund Inc. returned 17.02% based on its net asset value (NAV)
vii
and 23.69% based on its New York Stock Exchange (NYSE) market price per share. The Funds unmanaged benchmarks, the Barclays U.S. Aggregate Index and the S&P 500 Index, returned 5.51% and 16.13%, respectively. The Lipper Income and Preferred Stock Closed-End Funds Category Average
viii
returned 21.72% over the same time frame. Please note that Lipper performance returns are based on each funds NAV.
During the twelve-month period, the Fund made distributions to shareholders totaling $1.12 per share. The performance table shows the Funds twelve-month total return based on its NAV and market price as of November 30, 2012.
Past performance is no guarantee of future results.
Performance Snapshot
as of November 30, 2012
Price Per Share
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12-Month
Total Return*
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$14.43 (NAV)
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17.02
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%
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$13.90 (Market Price)
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23.69
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%
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All figures represent past performance and are not a guarantee of future results.
*
Total returns are based on changes in NAV or market price, respectively.
Total return assumes the reinvestment of all distributions at NAV.
Total return assumes the reinvestment of all distributions in additional shares in accordance with the Funds Dividend Reinvestment Plan.
4
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LMP Capital and Income Fund Inc. 2012 Annual Report
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Fund overview (contd)
Q. What were the leading contributors to performance?
A.
With respect to the equity portion of the portfolio, on an absolute basis the Fund had positive returns in all nine economic sectors in which it was invested during the reporting period (among ten sectors in total), with the greatest contributions to returns coming from the Financials, Energy and Industrials sectors.
Relative to the S&P 500 Index, significant contributions to performance included the Funds stock selection in the Energy, Industrials, Information Technology (IT), Utilities and Consumer Staples sectors. As for sector allocation, the Funds overweights to the Financials and Telecom sectors and its underweights to the IT and Materials sectors also contributed to relative performance.
In terms of individual Fund holdings, leading contributors to performance for the period included positions in Medley Capital Corp. in the Financials sector, Seagate Technology Inc. in the IT sector, TAL International Group Inc. in the Industrials sector, as well as AT&T Inc. and Verizon Communications Inc., both in the Telecom sector.
In the fixed-income portion of the Fund, relative to the Barclays U.S. Aggregate Index, the Funds non-agency MBS exposure contributed to results. While the sector experienced some periods of volatility, overall they generated strong results over the twelve months ended November 30, 2012. Supporting the non-agency MBS sector was generally strong demand from investors looking to generate incremental yield in the low interest rate environment. In addition, fundamentals improved given the strengthening housing market.
Q. What were the leading detractors from performance?
A.
With respect to the equity portion of the portfolio, relative to the benchmark, both the Funds overall sector allocation and overall stock selection detracted from performance for the period. In particular, stock selection in the Telecom, Financials and Health Care sectors detracted from relative performance for the period. In terms of allocation, sector overweights to the Utilities and Energy sectors and underweights to the Consumer Discretionary and Health Care sectors also hurt relative performance for the period.
In terms of individual Fund holdings, leading detractors from performance for the period included positions in France Telecom ADS and Windstream Corp., both in the Telecom sector, Buckeye Partners LP, Apache Corp. Preferred Convertible Series D, and DCP Midstream Partners LP, all in the Energy sector.
In the fixed-income portion of the portfolio, there were no detractors from relative performance.
Q. Were there any significant changes to the Fund during the reporting period?
A.
Among the largest additions to the Funds portfolio during the period were new positions in Energy Transfer Equity LP, Linn Energy LLC, and Enterprise Products Partners LP, all in the Energy sector, as well as Nextera Energy Inc. Unit 09/01/2015 and Great Plains Energy Inc., both in the Utilities sector.
Some of the largest existing holdings that were sold over the course of the period were positions in Total SA ADS in the Energy sector, Nextera Energy Inc. Unit 08/31/2013 and Great Plains Energy Inc. Unit 06/15/2042 in the
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LMP Capital and Income Fund Inc. 2012 Annual Report
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5
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Utilities sector, France Telecom ADS in the Telecom sector and New York Community Bancorp Inc. in the Financials sector.
Looking for additional information?
The Fund is traded under the symbol SCD and its closing market price is available in most newspapers under the NYSE listings. The daily NAV is available on-line under the symbol XSCDX on most financial websites.
Barrons
and the
Wall Street Journals
Monday edition both carry closed-end fund tables that provide additional information. In addition, the Fund issues a quarterly press release that can be found on most major financial websites as well as www.lmcef.com.
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 Funds current NAV, market price and other information.
Thank you for your investment in LMP Capital and Income Fund Inc. As always, we appreciate that you have chosen us to manage your assets and we remain focused on achieving the Funds investment goals.
Sincerely,
Tim Daubenspeck
Portfolio Manager
ClearBridge Investments, LLC
Mark McAllister
Portfolio Manager
ClearBridge Investments, LLC
Tatiana Thibodeau
Portfolio Manager
ClearBridge Investments, LLC
Peter Vanderlee, CFA
Portfolio Manager
ClearBridge Investments, LLC
Western Asset Management Company
(Fixed-Income Portion)
December 20, 2012
RISKS:
Stock and bond prices are subject to fluctuation. As interest rates rise, bond prices fall, reducing the value of the fixed-income securities held by the Fund. Investing in foreign securities is subject to certain risks not associated with domestic investing, such as currency fluctuations and changes in political and economic conditions. These risks are magnified in emerging or developing markets. High-yield bonds involve greater credit and liquidity risks than investment grade bonds. The repositioning of the Funds portfolio may increase a shareholders risk of loss associated with an investment in the Funds shares. The Funds investments in energy-related MLPs subjects it to the risks of investing in MLPs and the energy sector, including the risks of declines in energy and commodity prices, decreases in energy demand, adverse weather conditions, natural or other disasters, changes in government
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LMP Capital and Income Fund Inc. 2012 Annual Report
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Fund overview (contd)
regulation, and changes in tax laws. 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. The Fund may use derivatives, such as options and futures, which can be illiquid, may disproportionately increase losses, and have a potentially large impact on Fund performance. Leverage may magnify gains and increase losses in the Funds portfolio.
Portfolio holdings and breakdowns are as of November 30, 2012 and are subject to change and may not be representative of the portfolio managers current or future investments. The Funds top ten holdings (as a percentage of net assets) as of November 30, 2012 were: Energy Transfer Equity LP (5.8%), NextEra Energy Inc., 5.889% (5.1%), PPL Corp., 9.500% (4.5%), Linn Energy LLC (4.4%), Enterprise Products Partners LP (4.2%), Vodafone Group PLC, ADR (4.2%), CenturyLink Inc. (3.9%), Annaly Capital Management Inc. (3.5%), MetLife Inc., Junior Subordinated Debentures, 6.400% due 12/15/36 (3.3%) and Great Plains Energy Inc. (3.2%). Please refer to pages 8 through 13 for a list and percentage breakdown of the Funds 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 Funds top five sector holdings (as a percentage of net assets) as of November 30, 2012 were: Financials (38.4%), Energy (33.7%), Utilities (17.7%), Telecommunication Services (14.2%) and Industrials (7.8%). The Funds 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
Duration is the measure of the price sensitivity of a fixed-income security to an interest rate change of 100 basis points. Calculation is based on the weighted average of the present values for all cash flows.
iii
The Dow Jones Industrial Average (DJIA) is a widely followed measurement of the stock market. The average is comprised of thirty stocks that represent leading companies in major industries. These stocks, widely held by both individual and institutional investors, are considered to be all blue-chip companies.
iv
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.
v
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.
vi
The Barclays U.S. Aggregate Index is a broad-based bond index comprised of government, corporate, mortgage- and asset-backed issues, rated investment grade or higher, and having at least one year to maturity.
vii
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 Funds market price as determined by supply of and demand for the Funds shares.
viii
Lipper, Inc., a wholly-owned subsidiary of Reuters, provides independent insight on global collective investments. Returns are based on the twelve-month period ended November 30, 2012, including the reinvestment of all distributions, including returns of capital, if any, calculated among the 21 funds in the Funds Lipper category.
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LMP Capital and Income Fund Inc. 2012 Annual Report
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7
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Fund at a glance
(unaudited)
Investment breakdown
(%) as a percent of total investments
The bar graph above represents the composition of the Funds investments as of November 30, 2012 and November 30, 2011 and does not include derivatives, such as written options, futures contracts, options on futures and swap contracts. The Fund is actively managed. As a result, the composition of the Funds investments is subject to change at any time.
Represents less than 0.1%.
8
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LMP Capital and Income Fund Inc. 2012 Annual Report
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Schedule of investments
November 30, 2012
LMP Capital and Income Fund Inc.
Security
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Shares
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Value
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Common Stocks 66.1%
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Consumer Staples 3.1%
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|
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Food Products 1.4%
|
|
|
|
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H.J. Heinz Co.
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60,000
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$
3,507,600
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(a)
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Household Products 1.7%
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Kimberly-Clark Corp.
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53,000
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|
4,543,160
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(a)
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Total Consumer Staples
|
|
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8,050,760
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Energy 2.5%
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|
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Energy Equipment & Services 2.5%
|
|
|
|
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Diamond Offshore Drilling Inc.
|
|
93,020
|
|
6,418,380
|
(a)
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Financials 26.9%
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|
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Capital Markets 3.1%
|
|
|
|
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|
Medley Capital Corp.
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|
584,200
|
|
7,962,646
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(a)
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Insurance 0.7%
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|
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MetLife Inc.
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|
57,169
|
|
1,897,439
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(a)
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Real Estate Investment Trusts (REITs) 23.1%
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American Capital Agency Corp.
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242,000
|
|
7,635,100
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(a)
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Annaly Capital Management Inc.
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622,000
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|
9,155,840
|
(a)
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DCT Industrial Trust Inc.
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|
150,000
|
|
937,500
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|
EPR Properties
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41,000
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|
1,859,350
|
(a)
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Excel Trust Inc.
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|
131,000
|
|
1,558,900
|
(a)
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Hatteras Financial Corp.
|
|
246,000
|
|
6,558,360
|
(a)
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HCP Inc.
|
|
41,000
|
|
1,847,050
|
(a)
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Health Care REIT Inc.
|
|
27,000
|
|
1,590,030
|
(a)
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Highwoods Properties Inc.
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|
26,000
|
|
838,240
|
(a)
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Hospitality Properties Trust
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|
119,000
|
|
2,701,300
|
(a)
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Inland Real Estate Corp.
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|
185,000
|
|
1,474,450
|
(a)
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Kilroy Realty Corp.
|
|
24,000
|
|
1,082,400
|
(a)
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Liberty Property Trust
|
|
49,000
|
|
1,706,670
|
(a)
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Mack-Cali Realty Corp.
|
|
58,000
|
|
1,466,240
|
(a)
|
OMEGA Healthcare Investors Inc.
|
|
90,000
|
|
2,062,800
|
(a)
|
Primaris Retail Real Estate Investment Trust
|
|
46,000
|
|
1,062,304
|
(a)
|
Ramco-Gershenson Properties Trust
|
|
132,000
|
|
1,766,160
|
(a)
|
Regency Centers Corp.
|
|
22,000
|
|
1,030,700
|
(a)
|
Senior Housing Properties Trust
|
|
50,000
|
|
1,117,500
|
(a)
|
Spirit Realty Capital Inc.
|
|
115,000
|
|
1,866,450
|
*
(a)
|
Starwood Property Trust Inc.
|
|
190,000
|
|
4,343,400
|
(a)
|
Urstadt Biddle Properties, Class A Shares
|
|
85,000
|
|
1,597,150
|
(a)
|
Westfield Group
|
|
439,000
|
|
4,773,821
|
(a)
|
Total Real Estate Investment Trusts (REITs)
|
|
|
|
60,031,715
|
|
Total Financials
|
|
|
|
69,891,800
|
|
See Notes to Financial Statements.
|
|
LMP Capital and Income Fund Inc. 2012 Annual Report
|
|
9
|
LMP Capital and Income Fund Inc.
Security
|
|
Shares
|
|
Value
|
|
Health Care 4.6%
|
|
|
|
|
|
Pharmaceuticals 4.6%
|
|
|
|
|
|
Bristol-Myers Squibb Co.
|
|
72,000
|
|
$ 2,349,360
|
(a)
|
GlaxoSmithKline PLC, ADR
|
|
165,000
|
|
7,096,650
|
(a)
|
Pfizer Inc.
|
|
102,000
|
|
2,552,040
|
|
Total Health Care
|
|
|
|
11,998,050
|
|
Industrials 6.5%
|
|
|
|
|
|
Aerospace & Defense 2.1%
|
|
|
|
|
|
Lockheed Martin Corp.
|
|
60,000
|
|
5,598,000
|
(a)
|
Machinery 1.4%
|
|
|
|
|
|
Eaton Corp.
|
|
69,000
|
|
3,599,040
|
(a)
|
Trading Companies & Distributors 3.0%
|
|
|
|
|
|
TAL International Group Inc.
|
|
226,000
|
|
7,695,300
|
(a)
|
Total Industrials
|
|
|
|
16,892,340
|
|
Information Technology 1.9%
|
|
|
|
|
|
Computers & Peripherals 1.9%
|
|
|
|
|
|
Seagate Technology PLC
|
|
195,000
|
|
4,894,500
|
|
Materials 0.7%
|
|
|
|
|
|
Paper & Forest Products 0.7%
|
|
|
|
|
|
International Paper Co.
|
|
50,000
|
|
1,857,000
|
|
Telecommunication Services 14.2%
|
|
|
|
|
|
Diversified Telecommunication Services 10.0%
|
|
|
|
|
|
AT&T Inc.
|
|
185,000
|
|
6,314,050
|
(a)
|
CenturyLink Inc.
|
|
262,000
|
|
10,176,080
|
(a)
|
Verizon Communications Inc.
|
|
146,000
|
|
6,441,520
|
(a)
|
Windstream Corp.
|
|
377,970
|
|
3,167,389
|
(a)
|
Total Diversified Telecommunication Services
|
|
|
|
26,099,039
|
|
Wireless Telecommunication Services 4.2%
|
|
|
|
|
|
Vodafone Group PLC, ADR
|
|
420,000
|
|
10,836,000
|
(a)
|
Total Telecommunication Services
|
|
|
|
36,935,039
|
|
Utilities 5.7%
|
|
|
|
|
|
Electric Utilities 3.2%
|
|
|
|
|
|
Great Plains Energy Inc.
|
|
410,000
|
|
8,302,500
|
(a)
|
Multi-Utilities 2.5%
|
|
|
|
|
|
Integrys Energy Group Inc.
|
|
47,000
|
|
2,498,990
|
(a)
|
National Grid PLC
|
|
340,000
|
|
3,840,355
|
(a)
|
Total Multi-Utilities
|
|
|
|
6,339,345
|
|
Total Utilities
|
|
|
|
14,641,845
|
|
Total Common Stocks (Cost $160,135,333)
|
|
|
|
171,579,714
|
|
See Notes to Financial Statements.
10
|
|
LMP Capital and Income Fund Inc. 2012 Annual Report
|
|
|
Schedule of investments (contd)
November 30, 2012
LMP Capital and Income Fund Inc.
Security
|
|
Rate
|
|
|
|
Shares
|
|
Value
|
|
Convertible Preferred Stocks 14.7%
|
|
|
|
|
|
|
|
|
|
Financials 3.8%
|
|
|
|
|
|
|
|
|
|
Insurance 1.4%
|
|
|
|
|
|
|
|
|
|
MetLife Inc.
|
|
5.000
|
%
|
|
|
81,000
|
|
$
3,611,790
|
(a)
|
Real Estate Investment Trusts (REITs) 2.4%
|
|
|
|
|
|
|
|
|
|
Health Care REIT Inc.
|
|
6.500
|
%
|
|
|
110,000
|
|
6,182,000
|
(a)
|
Total Financials
|
|
|
|
|
|
|
|
9,793,790
|
|
Industrials 1.3%
|
|
|
|
|
|
|
|
|
|
Industrial Conglomerates 1.3%
|
|
|
|
|
|
|
|
|
|
United Technologies Corp.
|
|
7.500
|
%
|
|
|
64,000
|
|
3,502,080
|
|
Utilities 9.6%
|
|
|
|
|
|
|
|
|
|
Electric Utilities 9.6%
|
|
|
|
|
|
|
|
|
|
NextEra Energy Inc.
|
|
5.889
|
%
|
|
|
263,000
|
|
13,115,810
|
|
PPL Corp.
|
|
9.500
|
%
|
|
|
219,000
|
|
11,804,100
|
(a)
|
Total Utilities
|
|
|
|
|
|
|
|
24,919,910
|
|
Total Convertible Preferred Stocks (Cost $37,664,405)
|
|
|
|
|
|
|
38,215,780
|
|
Master Limited Partnerships 32.7%
|
|
|
|
|
|
|
|
|
|
Diversified Energy Infrastructure 11.7%
|
|
|
|
|
|
|
|
|
|
Energy Transfer Equity LP
|
|
|
|
|
|
332,000
|
|
15,096,040
|
(a)
|
Enterprise Products Partners LP
|
|
|
|
|
|
212,160
|
|
10,996,253
|
(a)
|
Genesis Energy LP
|
|
|
|
|
|
73,000
|
|
2,618,510
|
(a)
|
Williams Partners LP
|
|
|
|
|
|
30,000
|
|
1,527,300
|
|
Total Diversified Energy Infrastructure
|
|
|
|
|
|
|
|
30,238,103
|
|
Exploration & Production 4.4%
|
|
|
|
|
|
|
|
|
|
Linn Energy LLC
|
|
|
|
|
|
289,000
|
|
11,453,070
|
(a)
|
Financials 1.5%
|
|
|
|
|
|
|
|
|
|
Och-Ziff Capital Management Group LLC
|
|
|
|
|
|
418,000
|
|
3,979,360
|
(a)
|
Gathering/Processing 8.6%
|
|
|
|
|
|
|
|
|
|
Access Midstream Partners LP
|
|
|
|
|
|
60,000
|
|
2,099,400
|
|
Copano Energy LLC
|
|
|
|
|
|
70,000
|
|
2,207,100
|
|
DCP Midstream Partners LP
|
|
|
|
|
|
135,021
|
|
5,654,679
|
(a)
|
EQT Midstream Partners LP
|
|
|
|
|
|
150,500
|
|
4,623,360
|
|
MarkWest Energy Partners LP
|
|
|
|
|
|
45,000
|
|
2,325,600
|
(a)
|
Summit Midstream Partners LP
|
|
|
|
|
|
130,000
|
|
2,568,800
|
*
|
Western Gas Partners LP
|
|
|
|
|
|
55,000
|
|
2,692,800
|
(a)
|
Total Gathering/Processing
|
|
|
|
|
|
|
|
22,171,739
|
|
Liquids Transportation & Storage 5.8%
|
|
|
|
|
|
|
|
|
|
Enbridge Energy Partners LP
|
|
|
|
|
|
105,000
|
|
3,047,100
|
|
Magellan Midstream Partners LP
|
|
|
|
|
|
30,000
|
|
1,334,400
|
|
Plains All American Pipeline LP
|
|
|
|
|
|
52,000
|
|
2,422,160
|
|
Sunoco Logistics Partners LP
|
|
|
|
|
|
47,000
|
|
2,388,540
|
|
See Notes to Financial Statements.
|
|
LMP Capital and Income Fund Inc. 2012 Annual Report
|
|
11
|
LMP Capital and Income Fund Inc.
Security
|
|
|
|
|
|
Shares
|
|
Value
|
|
Liquids Transportation & Storage continued
|
|
|
|
|
|
|
|
|
|
Susser Petroleum Partners LP
|
|
|
|
|
|
165,000
|
|
$ 4,120,050
|
|
Tesoro Logistics LP
|
|
|
|
|
|
38,000
|
|
1,751,800
|
|
Total Liquids Transportation & Storage
|
|
|
|
|
|
|
|
15,064,050
|
|
Shipping 0.7%
|
|
|
|
|
|
|
|
|
|
Golar LNG Partners LP
|
|
|
|
|
|
61,000
|
|
1,823,900
|
(a)
|
Total Master Limited Partnerships (Cost $75,874,960)
|
|
|
|
|
|
84,730,222
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rate
|
|
|
|
|
|
|
|
Preferred Stocks 1.1%
|
|
|
|
|
|
|
|
|
|
Financials 1.1%
|
|
|
|
|
|
|
|
|
|
Real Estate Investment Trusts (REITs) 1.1%
|
|
|
|
|
|
|
|
|
|
Ashford Hospitality Trust, Series E
|
|
9.000
|
%
|
|
|
33,661
|
|
908,847
|
(a)
|
Glimcher Realty Trust, Series H
|
|
7.500
|
%
|
|
|
34,000
|
|
872,100
|
|
Pebblebrook Hotel Trust, Series A
|
|
7.875
|
%
|
|
|
31,112
|
|
812,645
|
(a)
|
Sunstone Hotel Investors Inc.
|
|
8.000
|
%
|
|
|
8,085
|
|
210,574
|
|
Total Preferred Stocks (Cost $2,693,790)
|
|
|
|
|
|
|
|
2,804,166
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Maturity
Date
|
|
Face
Amount
|
|
|
|
Asset-Backed Securities 0.2%
|
|
|
|
|
|
|
|
|
|
Asset-Backed Funding Certificates, 2004-FF1 M2
|
|
2.383
|
%
|
1/25/34
|
|
$184,366
|
|
15,008
|
(b)
|
Countrywide Asset-Backed Certificates, 2004-5 M4
|
|
1.458
|
%
|
6/25/34
|
|
126,652
|
|
48,817
|
(b)
|
Finance America Net Interest Margin Trust, 2004-1 A
|
|
5.250
|
%
|
6/27/34
|
|
73,417
|
|
1
|
(c)(d)(e)
|
Fremont Home Loan Trust, 2004-1 M5
|
|
1.858
|
%
|
2/25/34
|
|
110,435
|
|
63,065
|
(b)
|
GSAMP Trust, 2004-OPT M3
|
|
1.358
|
%
|
11/25/34
|
|
204,846
|
|
101,463
|
(b)
|
MASTR Specialized Loan Trust, 2007-2 A
|
|
0.558
|
%
|
5/25/37
|
|
330,710
|
|
193,700
|
(b)(c)
|
Renaissance Home Equity Loan Trust, 2003-4 M3
|
|
2.108
|
%
|
3/25/34
|
|
313,746
|
|
169,470
|
(b)
|
Sail Net Interest Margin Notes, 2003-BC2A A
|
|
7.750
|
%
|
4/27/33
|
|
141,210
|
|
1
|
(c)(d)(e)
|
Sail Net Interest Margin Notes, 2004-2A A
|
|
5.500
|
%
|
3/27/34
|
|
71,380
|
|
1
|
(c)(d)(e)
|
Total Asset-Backed Securities (Cost $1,456,209)
|
|
|
|
|
|
|
|
591,526
|
|
Collateralized Mortgage Obligations 0.4%
|
|
|
|
|
|
|
|
|
|
Bear Stearns ARM Trust, 2005-12 24A1
|
|
5.501
|
%
|
2/25/36
|
|
84,016
|
|
71,606
|
(b)
|
Federal National Mortgage Association (FNMA), 2011-63 SW, IO
|
|
6.473
|
%
|
7/25/41
|
|
64,081
|
|
10,422
|
(b)
|
Merit Securities Corp., 11PA B2
|
|
1.709
|
%
|
9/28/32
|
|
53,954
|
|
53,012
|
(b)(c)
|
MLCC Mortgage Investors Inc., 2004-A B2
|
|
1.588
|
%
|
4/25/29
|
|
234,932
|
|
112,448
|
(b)
|
MLCC Mortgage Investors Inc., 2004-B B2
|
|
1.528
|
%
|
5/25/29
|
|
337,960
|
|
241,409
|
(b)
|
Washington Mutual Inc. Pass-Through Certificates, 2006-AR5 4A
|
|
1.150
|
%
|
6/25/46
|
|
458,004
|
|
238,679
|
(b)
|
Wells Fargo Alternative Loan Trust, 2007-PA2 2A1
|
|
0.638
|
%
|
6/25/37
|
|
466,021
|
|
265,262
|
(b)
|
Total Collateralized Mortgage Obligations (Cost $1,374,996)
|
|
|
|
|
|
992,838
|
|
See Notes to Financial Statements.
12
|
|
LMP Capital and Income Fund Inc. 2012 Annual Report
|
|
|
Schedule of investments (contd)
November 30, 2012
LMP Capital and Income Fund Inc.
Security
|
|
Rate
|
|
Maturity
Date
|
|
Face
Amount
|
|
Value
|
|
Corporate Bonds & Notes 7.5%
|
|
|
|
|
|
|
|
|
|
Financials 5.1%
|
|
|
|
|
|
|
|
|
|
Capital Markets 1.8%
|
|
|
|
|
|
|
|
|
|
Charles Schwab Corp., Notes
|
|
7.000
|
%
|
2/1/22
|
|
$ 4,000,000
|
|
$
|
4,604,280
|
(b)(f)
|
Insurance 3.3%
|
|
|
|
|
|
|
|
|
|
MetLife Inc., Junior Subordinated Debentures
|
|
6.400
|
%
|
12/15/36
|
|
8,000,000
|
|
8,538,928
|
(a)
|
Total Financials
|
|
|
|
|
|
|
|
13,143,208
|
|
Utilities 2.4%
|
|
|
|
|
|
|
|
|
|
Electric Utilities 2.4%
|
|
|
|
|
|
|
|
|
|
NextEra Energy Capital Holding Inc., Junior Subordinated Notes
|
|
6.350
|
%
|
10/1/66
|
|
1,849,000
|
|
1,980,111
|
(b)
|
NextEra Energy Capital Holding Inc., Junior Subordinated Notes
|
|
6.650
|
%
|
6/15/67
|
|
4,000,000
|
|
4,306,212
|
(a)(b)
|
Total Utilities
|
|
|
|
|
|
|
|
6,286,323
|
|
Total Corporate Bonds & Notes (Cost $17,339,136)
|
|
|
|
|
|
|
|
19,429,531
|
|
Total Investments before Short-Term Investments
(Cost $296,538,829)
|
|
|
|
318,343,777
|
|
Short-Term Investments 6.5%
|
|
|
|
|
|
|
|
|
|
Repurchase Agreements 6.5%
|
|
|
|
|
|
|
|
|
|
Interest in $481,671,000 joint tri-party repurchase agreement dated 11/30/12 with Deutsche Bank Securities Inc.; Proceeds at maturity $16,834,337; (Fully collateralized by various U.S. government agency obligations, 0.375% to 5.050% due 9/27/13 to 10/4/27; Market value $17,170,690) (Cost $16,834,000)
|
|
0.240
|
%
|
12/3/12
|
|
16,834,000
|
|
16,834,000
|
|
Total Investments 129.2% (Cost $313,372,829#)
|
|
|
|
|
|
|
|
335,177,777
|
|
Liabilities in Excess of Other Assets (29.2)%
|
|
|
|
|
|
|
|
(75,686,433
|
)
|
Total Net Assets 100.0%
|
|
|
|
|
|
|
|
$
|
259,491,344
|
|
*
Non-income producing security.
(a)
All or a portion of this security is pledged as collateral pursuant to the loan agreement (See Note 5).
(b)
Variable rate security. Interest rate disclosed is as of the most recent information available.
(c)
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.
(d)
Illiquid security (unaudited).
(e)
The coupon payment on these securities is currently in default as of November 30, 2012.
(f)
Security has no maturity date. The date shown represents the next call date.
#
Aggregate cost for federal income tax purposes is substantially $313,746,185.
See Notes to Financial Statements.
|
|
LMP Capital and Income Fund Inc. 2012 Annual Report
|
|
13
|
LMP Capital and Income Fund Inc.
Abbreviations used in this schedule:
ADR
|
American Depositary Receipts
|
ARM
|
Adjustable Rate Mortgage
|
IO
|
Interest Only
|
REIT
|
Real Estate Investment Trust
|
See Notes to Financial Statements.
14
|
|
LMP Capital and Income Fund Inc. 2012 Annual Report
|
|
|
Statement of assets and liabilities
November 30, 2012
Assets:
|
|
|
|
Investments, at value (Cost $313,372,829)
|
|
$
|
335,177,777
|
|
Foreign currency, at value (Cost $165)
|
|
116
|
|
Cash
|
|
113,531
|
|
Dividends and interest receivable
|
|
1,708,353
|
|
Prepaid expenses
|
|
11,707
|
|
Total Assets
|
|
337,011,484
|
|
|
|
|
|
Liabilities:
|
|
|
|
Loan payable (Note 5)
|
|
77,000,000
|
|
Investment management fee payable
|
|
232,497
|
|
Payable for securities purchased
|
|
39,539
|
|
Interest payable (Note 5)
|
|
19,779
|
|
Accrued expenses
|
|
228,325
|
|
Total Liabilities
|
|
77,520,140
|
|
Total Net Assets
|
|
$
|
259,491,344
|
|
|
|
|
|
Net Assets:
|
|
|
|
Par value ($0.001 par value; 17,983,331 shares issued and outstanding; 100,000,000 shares authorized)
|
|
$
|
17,983
|
|
Paid-in capital in excess of par value
|
|
393,723,276
|
|
Overdistributed net investment income
|
|
(727,593)
|
|
Accumulated net realized loss on investments and foreign currency transactions
|
|
(155,327,270)
|
|
Net unrealized appreciation on investments
|
|
21,804,948
|
|
Total Net Assets
|
|
$
|
259,491,344
|
|
|
|
|
|
Shares Outstanding
|
|
17,983,331
|
|
|
|
|
|
Net Asset Value
|
|
$14.43
|
|
See Notes to Financial Statements.
|
|
LMP Capital and Income Fund Inc. 2012 Annual Report
|
|
15
|
Statement of operations
For the Year Ended November 30, 2012
Investment Income:
|
|
|
|
Dividends and distributions
|
|
$
|
20,650,457
|
|
Return of capital (Note 1(f))
|
|
(4,363,066)
|
|
Net dividends and distributions
|
|
16,287,391
|
|
Interest
|
|
1,752,919
|
|
Less: Foreign taxes withheld
|
|
(138,527)
|
|
Total Investment Income
|
|
17,901,783
|
|
|
|
|
|
Expenses:
|
|
|
|
Investment management fee (Note 2)
|
|
2,852,195
|
|
Interest expense (Note 5)
|
|
688,600
|
|
Transfer agent fees
|
|
214,919
|
|
Audit and tax
|
|
157,900
|
|
Shareholder reports
|
|
78,758
|
|
Legal fees
|
|
68,684
|
|
Directors fees
|
|
40,607
|
|
Fund accounting fees
|
|
23,767
|
|
Stock exchange listing fees
|
|
21,341
|
|
Insurance
|
|
9,102
|
|
Custody fees
|
|
1,897
|
|
Miscellaneous expenses
|
|
21,072
|
|
Total Expenses
|
|
4,178,842
|
|
Net Investment Income
|
|
13,722,941
|
|
|
|
|
|
Realized and Unrealized Gain (Loss) on Investments and Foreign Currency Transactions (Notes 1 and 3):
|
|
|
|
Net Realized Gain (Loss) From:
|
|
|
|
Investment transactions
|
|
(11,746,133)
|
|
REIT distributions
|
|
476,048
|
|
Foreign currency transactions
|
|
(1,264)
|
|
Net Realized Loss
|
|
(11,271,349)
|
|
Change in Net Unrealized Appreciation (Depreciation) From:
|
|
|
|
Investments
|
|
37,705,946
|
|
Foreign currencies
|
|
42
|
|
Change in Net Unrealized Appreciation (Depreciation)
|
|
37,705,988
|
|
Net Gain on Investments and Foreign Currency Transactions
|
|
26,434,639
|
|
Increase in Net Assets from Operations
|
|
$
|
40,157,580
|
|
See Notes to Financial Statements.
16
|
|
LMP Capital and Income Fund Inc. 2012 Annual Report
|
|
|
Statements of changes in net assets
For the Year Ended November 30, 2012,
the Period Ended November 30, 2011,
and the Year Ended December 31, 2010
|
|
2012
|
|
2011
|
|
2010
|
|
|
|
|
|
|
|
|
|
Operations:
|
|
|
|
|
|
|
|
Net investment income
|
|
$
|
13,722,941
|
|
$
|
19,599,226
|
|
$
|
16,282,966
|
|
Net realized gain (loss)
|
|
(11,271,349)
|
|
59,398,832
|
|
2,411,673
|
|
Change in net unrealized appreciation (depreciation)
|
|
37,705,988
|
|
(68,308,269)
|
|
35,056,300
|
|
Increase in Net Assets From Operations
|
|
40,157,580
|
|
10,689,789
|
|
53,750,939
|
|
|
|
|
|
|
|
|
|
Distributions to Shareholders From (Note 1):
|
|
|
|
|
|
|
|
Net investment income
|
|
(20,950,332)
|
|
(14,862,196)
|
|
(16,180,617)
|
|
Decrease in Net Assets From Distributions to Shareholders
|
|
(20,950,332)
|
|
(14,862,196)
|
|
(16,180,617)
|
|
|
|
|
|
|
|
|
|
Fund Share Transactions (Notes 6 and 8):
|
|
|
|
|
|
|
|
Cost of tendered shares (1,942,799, 10,037,976 and 0 tendered shares, respectively)
|
|
(25,988,673)
|
|
(140,013,284)
|
|
|
|
Decrease in Net Assets From Fund Share Transactions
|
|
(25,988,673)
|
|
(140,013,284)
|
|
|
|
Increase (Decrease) in Net Assets
|
|
(6,781,425)
|
|
(144,185,691)
|
|
37,570,322
|
|
|
|
|
|
|
|
|
|
Net Assets:
|
|
|
|
|
|
|
|
Beginning of year
|
|
266,272,769
|
|
410,458,460
|
|
372,888,138
|
|
End of year*
|
|
$
|
259,491,344
|
|
$
|
266,272,769
|
|
$
|
410,458,460
|
|
* Includes (overdistributed) undistributed net investment income, respectively, of:
|
|
$(727,593)
|
|
$6,917,066
|
|
$2,032,848
|
|
For the period January 1, 2011 to November 30, 2011.
See Notes to Financial Statements.
|
|
LMP Capital and Income Fund Inc. 2012 Annual Report
|
|
17
|
Statement of cash flows
For the Year Ended November 30, 2012
Increase (Decrease) in Cash:
Cash Provided (Used) by Operating Activities:
|
|
|
|
Net increase in net assets resulting from operations
|
|
$
|
40,157,580
|
|
Adjustments to reconcile net increase in net assets resulting from operations to net cash provided (used) by operating activities:
|
|
|
|
Purchases of portfolio securities
|
|
(164,826,934)
|
|
Proceeds from sales of portfolio securities
|
|
189,112,193
|
|
Net purchases, sales and maturities of short-term investments
|
|
(2,901,000)
|
|
Return of capital
|
|
4,363,066
|
|
Net amortization of premium (accretion of discount)
|
|
113,045
|
|
Reorganization of investments
|
|
2,006,660
|
|
Capital gain REIT distributions
|
|
415,922
|
|
Decrease in receivable for securities sold
|
|
13,377
|
|
Decrease in dividend and interest receivable
|
|
604,760
|
|
Decrease in prepaid expenses
|
|
2,569
|
|
Increase in payable for securities purchased
|
|
39,539
|
|
Decrease in investment management fee payable
|
|
(2,188)
|
|
Decrease in Directors fee payable
|
|
(2,377)
|
|
Decrease in interest payable
|
|
(2,960)
|
|
Increase in accrued expenses
|
|
143,871
|
|
Net realized loss on investments and REIT distributions
|
|
11,270,085
|
|
Change in unrealized appreciation of investments
|
|
(37,705,946)
|
|
Net Cash Provided by Operating Activities*
|
|
42,801,262
|
|
|
|
|
|
Cash Flows from Financing Activities:
|
|
|
|
Distributions paid on common stock
|
|
(20,950,332)
|
|
Payment for tendered shares
|
|
(25,988,673)
|
|
Increase in loan payable
|
|
4,000,000
|
|
Net Cash Used in Financing Activities
|
|
(42,939,005)
|
|
Net Decrease in Cash
|
|
(137,743)
|
|
Cash at Beginning of Year
|
|
251,390
|
|
Cash at End of Year
|
|
$
|
113,647
|
|
* Included in operating expenses is cash of $691,560 paid for interest on borrowings.
See Notes to Financial Statements.
18
|
|
LMP Capital and Income Fund Inc. 2012 Annual Report
|
|
|
Financial highlights
For a share of capital stock outstanding throughout each year ended November 30, unless otherwise noted:
|
|
2012
1
|
|
2011
2
|
|
2010
3
|
|
2009
3
|
|
2008
1,4
|
|
2008
1,5
|
|
2007
1,5
|
|
Net asset value, beginning of year
|
|
$13.36
|
|
$13.70
|
|
$12.44
|
|
$10.07
|
|
$11.20
|
|
$22.95
|
|
$21.15
|
|
Income (loss) from operations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income
|
|
0.75
|
|
0.86
|
|
0.54
|
|
0.43
|
|
0.11
|
|
0.31
|
|
0.13
|
|
Net realized and unrealized gain (loss)
|
|
1.41
|
|
(0.73)
|
|
1.26
|
|
2.46
|
|
(0.96)
|
|
(8.85)
|
|
3.22
|
|
Total income (loss) from operations
|
|
2.16
|
|
0.13
|
|
1.80
|
|
2.89
|
|
(0.85)
|
|
(8.54)
|
|
3.35
|
|
Less distributions from:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income
|
|
(1.12)
|
|
(0.58)
|
|
(0.54)
|
|
(0.52)
|
|
(0.28)
|
|
(0.20)
|
|
(0.01)
|
|
Net realized gains
|
|
|
|
|
|
|
|
|
|
|
|
(3.01)
|
|
(1.54)
|
|
Total distributions
|
|
(1.12)
|
|
(0.58)
|
|
(0.54)
|
|
(0.52)
|
|
(0.28)
|
|
(3.21)
|
|
(1.55)
|
|
Increase in net asset value due to shares repurchased in tender offers
|
|
0.03
|
|
0.11
|
|
|
|
|
|
|
|
|
|
|
|
Net asset value, end of year
|
|
$14.43
|
|
$13.36
|
|
$13.70
|
|
$12.44
|
|
$10.07
|
|
$11.20
|
|
$22.95
|
|
Market price, end of year
|
|
$13.90
|
|
$12.23
|
|
$12.45
|
|
$10.35
|
|
$7.73
|
|
$9.07
|
|
$19.88
|
|
Total return, based on NAV
6,7
|
|
17.02
|
%
8
|
1.84
|
%
8
|
14.83
|
%
|
29.52
|
%
|
(7.43)
|
%
|
(42.09)
|
%
|
16.32
|
%
|
Total return, based on Market Price
9
|
|
23.69
|
%
|
2.80
|
%
|
26.18
|
%
|
42.02
|
%
|
(11.44)
|
%
|
(44.95)
|
%
|
18.22
|
%
|
Net assets, end of year (000s)
|
|
$259,491
|
|
$266,273
|
|
$410,458
|
|
$372,888
|
|
$301,672
|
|
$335,588
|
|
$687,760
|
|
Ratios to average net assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross expenses
|
|
1.61
|
%
|
1.53
|
%
10
|
1.49
|
%
|
1.59
|
%
|
3.10
|
%
10
|
2.72
|
%
|
3.03
|
%
11
|
Net expenses
12
|
|
1.61
|
|
1.53
|
10
|
1.49
|
|
1.59
|
|
3.10
|
10
|
2.72
|
|
3.03
|
11,13
|
Net investment income
|
|
5.28
|
|
5.94
|
10
|
4.29
|
|
3.90
|
|
6.74
|
10
|
1.73
|
|
0.60
|
|
Portfolio turnover rate
|
|
51
|
%
|
79
|
%
14
|
49
|
%
14
|
135
|
%
14
|
8
|
%
|
169
|
%
14
|
180
|
%
|
Supplemental data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans Outstanding, End of Year (000s)
|
|
$77,000
|
|
$73,000
|
|
$100,000
|
|
$60,000
|
|
$100,000
|
|
$145,000
|
|
$170,000
|
|
Asset Coverage for Loan Outstanding
|
|
437
|
%
|
465
|
%
|
511
|
%
|
721
|
%
|
402
|
%
|
331
|
%
|
505
|
%
|
Weighted Average Loan (000s)
|
|
$75,686
|
|
$92,757
|
|
$73,589
|
|
$66,192
|
|
$123,361
|
|
$168,497
|
|
$181,370
|
|
Weighted Average Interest Rate on Loans
|
|
0.91
|
%
|
0.91
|
%
|
1.62
|
%
|
1.44
|
%
|
3.35
|
%
|
3.89
|
%
|
5.67
|
%
|
1
Per share amounts have been calculated using the average shares method.
2
For the period January 1, 2011 to November 30, 2011.
3
For the year ended December 31.
4
For the period November 1, 2008 through December 31, 2008.
5
For the year ended October 31.
6
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. Total returns for periods of less than one year are not annualized.
7
The total return calculation assumes that distributions are reinvested at NAV. Past performance is no guarantee of future results. Total returns for periods of less than one year are not annualized.
8
The total return reflects an increase in net asset value due to shares repurchased in tender offers. Absent these tender offers, the total return would have been 16.78% for the year ended November 30, 2012 and 1.00% for the period ended November 30, 2011.
9
The total return calculation assumes that distributions are reinvested in accordance with the Funds dividend reinvestment plan. Past performance is no guarantee of future results. Total returns for periods of less than one year are not annualized.
10
Annualized.
11
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 not have changed.
12
The impact of compensating balance arrangements, if any, was less than 0.01%.
13
Reflects fee waivers and/or expense reimbursements.
14
Excluding mortgage dollar roll transactions. If mortgage dollar roll transactions had been included, the portfolio turnover rate would have been 115% for the period ended November 30, 2011, 111% and 185% for the years ended December 31, 2010 and 2009, respectively, and 177% for the year ended October 31, 2008.
See Notes to Financial Statements.
|
|
LMP Capital and Income Fund Inc. 2012 Annual Report
|
|
19
|
Notes to financial statements
1. Organization and significant accounting policies
LMP Capital and Income Fund Inc. (the Fund) was incorporated in Maryland on November 12, 2003 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 Board of Directors authorized 100 million shares of $0.001 par value common stock. The Funds investment objective is total return with an emphasis on income. The Fund pursues its investment objective by investing 80% of its assets in a broad range of equity and fixed income securities of both U.S. and foreign issuers. The Fund is permitted to invest up to 25% of its total assets in energy master limited partnerships (MLPs).
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 (which may include, but are not limited to, corporate, government, municipal, mortgage-backed, collateralized mortgage obligations and asset-backed 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 valuation techniques and methodologies. The independent third party pricing services use inputs that are observable such as issuer details, interest rates, yield curves, prepayment speeds, credit risks/spreads, default rates and quoted prices for similar securities. 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 investments fair value. 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). 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 or at the transaction price if the security has recently been purchased and no value has yet been obtained from a pricing service or pricing broker. 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
20
|
|
LMP Capital and Income Fund Inc. 2012 Annual Report
|
|
|
Notes to financial statements (contd)
asset value, the Fund values these securities as determined in accordance with procedures approved by the Funds Board of Directors.
The Board of Directors is responsible for the valuation process and has delegated the supervision of the daily valuation process to the Legg Mason North American Fund Valuation Committee (the Valuation Committee). The Valuation Committee, pursuant to the policies adopted by the Board of Directors, is responsible for making fair value determinations, evaluating the effectiveness of the Funds pricing policies, and reporting to the Board of Directors. When determining the reliability of third party pricing information for investments owned by the Fund, the Valuation Committee, among other things, conducts due diligence reviews of pricing vendors, monitors the daily change in prices and reviews transactions among market participants.
The Valuation Committee will consider pricing methodologies it deems relevant and appropriate when making fair value determinations. Examples of possible methodologies include, but are not limited to, multiple of earnings; discount from market of a similar freely traded security; discounted cash-flow analysis; book value or a multiple thereof; risk premium/yield analysis; yield to maturity; and/or fundamental investment analysis. The Valuation Committee will also consider factors it deems relevant and appropriate in light of the facts and circumstances. Examples of possible factors include, but are not limited to, the type of security; the issuers financial statements; the purchase price of the security; the discount from market value of unrestricted securities of the same class at the time of purchase; analysts research and observations from financial institutions; information regarding any transactions or offers with respect to the security; the existence of merger proposals or tender offers affecting the security; the price and extent of public trading in similar securities of the issuer or comparable companies; and the existence of a shelf registration for restricted securities.
For each portfolio security that has been fair valued pursuant to the policies adopted by the Board of Directors, the fair value price is compared against the last available and next available market quotations. The Valuation Committee reviews the results of such back testing monthly and fair valuation occurrences are reported to the Board of Directors quarterly.
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.
GAAP establishes a disclosure hierarchy that categorizes the inputs to valuation techniques used to value assets and liabilities at measurement date. These inputs are summarized in the three broad levels listed below:
·
Level 1 quoted prices in active markets for identical investments
|
|
LMP Capital and Income Fund Inc. 2012 Annual Report
|
|
21
|
·
Level 2 other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.)
·
Level 3 significant unobservable inputs (including the Funds own assumptions in determining the fair value of investments)
The inputs or methodologies used to value securities are not necessarily an indication of the risk associated with investing in those securities.
The following is a summary of the inputs used in valuing the Funds 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
|
|
$171,579,714
|
|
|
|
|
|
|
|
$171,579,714
|
|
Convertible preferred stocks
|
|
38,215,780
|
|
|
|
|
|
|
|
38,215,780
|
|
Master limited partnerships
|
|
84,730,222
|
|
|
|
|
|
|
|
84,730,222
|
|
Preferred stocks
|
|
2,804,166
|
|
|
|
|
|
|
|
2,804,166
|
|
Asset-backed securities
|
|
|
|
|
$ 591,526
|
|
|
|
|
591,526
|
|
Collateralized mortgage obligations
|
|
|
|
|
992,838
|
|
|
|
|
992,838
|
|
Corporate bonds & notes
|
|
|
|
|
19,429,531
|
|
|
|
|
19,429,531
|
|
Total long-term investments
|
|
$297,329,882
|
|
|
$21,013,895
|
|
|
|
|
$318,343,777
|
|
Short-term investments
|
|
|
|
|
16,834,000
|
|
|
|
|
16,834,000
|
|
Total investments
|
|
$297,329,882
|
|
|
$37,847,895
|
|
|
|
|
$335,177,777
|
|
See Schedule of Investments for additional detailed categorizations.
For the year ended November 30, 2012, as a result of the fair value pricing procedures for international equities utilized by the Fund, certain securities have transferred in and out of Level 1 and Level 2 measurements during the period. The Funds policy is to recognize transfers between levels as of the end of the reporting period. At November 30, 2012, securities valued at $8,614,176 were transferred from Level 2 to Level 1 within the fair value hierarchy.
(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 Funds holding period. When entering into repurchase agreements, it is the Funds policy that its custodian or a third party custodian, acting on the Funds 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
22
|
|
LMP Capital and Income Fund Inc. 2012 Annual Report
|
|
|
Notes to financial statements (contd)
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 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) 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 Funds 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.
(d) Master limited partnerships.
The Fund may invest up to 25% of its total net assets in the securities of Master Limited Partnerships (MPLs) whose primary business is in the oil and gas, natural resources or commodities industries. Entities commonly referred to as MLPs are generally organized under state law as limited partnerships or limited liability companies. To be treated as a partnership for U.S. federal income tax purposes, an MLP whose units are traded on a securities exchange must receive at least 90% of its income from qualifying sources such as interest, dividends, real estate rents, gain from the sale or disposition of real property, income and gain from mineral or natural resources activities, income and gain from the transportation or storage of certain fuels, and, in certain circumstances, income and gain from commodities or futures, forwards and options with respect to commodities.
|
|
LMP Capital and Income Fund Inc. 2012 Annual Report
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|
23
|
Mineral or natural resources activities include exploration, development, production, processing, mining, refining, marketing and transportation (including pipelines) of oil and gas, minerals, geothermal energy, fertilizer, timber or industrial source carbon dioxide. An MLP consists of a general partner and limited partners (or in the case of MLPs organized as limited liability companies, a managing member and members). The general partner or managing member typically controls the operations and management of the MLP and has an ownership stake in the partnership. The limited partners or members, through their ownership of limited partner or member interests, provide capital to the entity, are intended to have no role in the operation and management of the entity and receive cash distributions. The MLPs themselves generally do not pay U.S. federal income taxes. Thus, unlike investors in corporate securities, direct MLP investors are generally not subject to double taxation (i.e., corporate level tax and tax on corporate dividends). Currently, most MLPs operate in the energy and/or natural resources sector.
(e) Partnership accounting policy.
The Fund records its pro rata share of the income (loss) and capital gains (losses), to the extent of distributions it has received, allocated from the underlying partnerships and accordingly adjusts the cost basis of the underlying partnerships for return of capital. These amounts are included in the Funds Statement of Operations.
(f) Return of capital estimates.
Distributions received from the Funds investments in MLPs generally are comprised of income and return of capital and the Funds investments in REITs generally are comprised of income, realized capital gains and return of capital. The Fund records investment income, realized capital gains and return of capital based on estimates made at the time such distributions are received. Such estimates are based on historical information available from each MLP or REIT and other industry sources. These estimates may subsequently be revised based on information received from the MLPs and REITs after their tax reporting periods are concluded. For the year ended November 30, 2012, the Fund estimated that approximately 20.71% of distributions received by the Fund would be treated as a return of capital.
(g) Foreign investment risks.
The Funds investments in foreign securities may involve risks not present in domestic investments. Since securities may be denominated in foreign currencies, may require settlement in foreign currencies or pay interest or dividends in foreign currencies, changes in the relationship of these foreign currencies to the U.S. dollar can significantly affect the value of the investments and earnings of the Fund. Foreign investments may also subject the Fund to foreign government exchange restrictions, expropriation, taxation or other political, social or economic developments, all of which affect the market and/or credit risk of the investments.
(h) 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.
24
|
|
LMP Capital and Income Fund Inc. 2012 Annual Report
|
|
|
Notes to financial statements (contd)
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.
(i) Distributions to shareholders.
Distributions from net investment income by the Fund, if any, are declared and paid on a quarterly basis. The Fund intends to distribute all of its net investment income earned each quarter and any cash received during the quarter from its investments in MLPs and REITs. The Fund intends to distribute the cash received from MLPs and REITs even if all or a portion of that cash may represent a return of capital to the Fund. The Fund may distribute additional amounts if required under the income tax regulations. Distributions of net realized gains, if any, are declared at least annually. Pursuant to its Managed Distribution Policy, the Fund intends to make regular quarterly distributions to shareholders at a fixed rate per common share, which rate may be adjusted from time to time by the Funds Board of Directors. Under the Funds Managed Distribution Policy, if, for any quarterly distribution, the value of the Funds net investment income and net realized capital gain is less than the amount of the distribution, the difference will be distributed from the Funds net assets (and may constitute a return of capital). The Board of Directors may modify, 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 modification, termination or suspension could have an adverse effect on the market price of the Funds shares. Distributions to shareholders of the Fund are recorded on the ex-dividend date and are determined in accordance with income tax regulations, which may differ from GAAP.
(j) 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.
(k) Compensating balance arrangements.
The Fund has an arrangement with its custodian bank whereby a portion of the custodians fees is paid indirectly by credits earned on the Funds cash on deposit with the bank.
(l) Federal and other taxes.
It is the Funds policy to comply with the federal income and excise tax requirements of the Internal Revenue Code of 1986 (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
|
|
LMP Capital and Income Fund Inc. 2012 Annual Report
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|
25
|
imposed by the Code. Therefore, no federal or state income tax provision is required in the Funds financial statements.
The Fund may invest in up to 25% of its total assets in MLPs, which generally are treated as partnerships for federal income tax purposes. As a limited partner in the MLPs, the Fund reports its allocable share of the MLPs taxable income in computing its own taxable income. The distributions paid by the MLPs generally do not constitute income for tax purposes. Each MLP may allocate losses to the Fund which are generally not deductible in computing the Funds taxable income until such time as that particular MLP either generates income to offset those losses or the Fund disposes of units in that MLP. This may result in the Funds taxable income being substantially different than its book income in any given year. As a result, the Fund may have insufficient taxable income to support its distributions paid resulting in a return of capital to shareholders. A return of capital distribution is generally not treated as taxable income to shareholders and instead reduces a shareholders basis in their shares of the Fund.
Management has analyzed the Funds tax positions taken on income tax returns for all open tax years and has concluded that as of November 30, 2012, no provision for income tax is required in the Funds financial statements. The Funds 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 the 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.
(m) 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 values per share. During the current year, the following reclassifications have been made:
|
|
Overdistributed Net
Investment Income
|
|
Accumulated Net
Realized Loss
|
|
(a)
|
|
$(417,268)
|
|
$417,268
|
|
(a)
Reclassifications are primarily due to foreign currency transactions treated as ordinary income for tax purposes, differences between book and tax amortization of premium on fixed income securities, losses from mortgage backed securities treated as capital losses for tax purposes and book/tax differences on investments in limited partnerships.
2. Investment management agreement and other transactions with affiliates
Legg Mason Partners Fund Advisor, LLC (LMPFA) is the Funds investment manager. ClearBridge Investments, LLC (formerly ClearBridge Advisors, LLC) (ClearBridge), Western Asset Management Company (Western Asset) and Western Asset Management Company Limited (Western Asset Limited) are
26
|
|
LMP Capital and Income Fund Inc. 2012 Annual Report
|
|
|
Notes to financial statements (contd)
the Funds subadvisers. LMPFA, ClearBridge, Western Asset and Western Asset Limited are wholly-owned subsidiaries 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 0.85% of the Funds average daily net assets plus the proceeds of any outstanding borrowings used for leverage.
LMPFA delegates to the subadvisers the day-to-day portfolio management of the Fund. ClearBridge provides investment advisory services to the Fund by both determining the allocation of the Funds assets between equity and fixed-income investments and performing the day-to-day management of the Funds investments in equity securities. Western Asset provides advisory services to the Fund by performing the day-to-day management of the Funds fixed-income investments. For its services, LMPFA pays the subadvisers 70% of the net management fee it receives from the Fund. This fee will be divided on a pro rata basis, based on assets allocated to each subadviser, from time to time.
Western Asset Limited provides certain advisory services to the Fund relating to currency transactions and investments in non-U.S. dollar denominated securities. Western Asset Limited does not receive any compensation from the Fund. In turn, Western Asset pays Western Asset Limited a subadvisory fee of 0.30% on the assets managed by Western Asset Limited.
During the periods in which the Fund is utilizing borrowings, the fee which is payable to LMPFA as a percentage of the Funds assets will be higher than if the Fund did not utilize borrowings because the fee is calculated as a percentage of the Funds net assets, including those investments purchased with borrowings. Borrowings for the purpose of the calculation of the management fee include loans from certain financial institutions, the use of mortgage dollar roll transactions and reverse repurchase agreements, if any.
All 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 year ended November 30, 2012, the aggregate cost of purchases and proceeds from sales of investments (excluding short-term investments) were as follows:
Purchases
|
|
$164,826,934
|
|
Sales
|
|
189,112,193
|
|
At November 30, 2012, the aggregate gross unrealized appreciation and depreciation of investments for federal income tax purposes were as follows:
Gross unrealized appreciation
|
|
$29,428,976
|
|
Gross unrealized depreciation
|
|
(7,997,384
|
)
|
Net unrealized appreciation
|
|
$21,431,592
|
|
|
|
LMP Capital and Income Fund Inc. 2012 Annual Report
|
|
27
|
4. Derivative instruments and hedging activities
GAAP requires enhanced disclosure about an entitys derivative and hedging activities.
During the year ended November 30, 2012, the Fund did not invest in any derivative instruments.
5. Line of credit
The Fund has a 364 day revolving credit agreement with a financial institution, which allows the Fund to borrow up to an aggregate amount of $125,000,000. Unless renewed, this agreement terminates on December 12, 2012. The interest on the loan is calculated at a variable rate based on LIBOR, plus any applicable margin. Interest expense related to the loan for the year ended November 30, 2012 was $688,600. For the year ended November 30, 2012, the Fund incurred no commitment fee. For the year ended November 30, 2012, the Fund had an average daily loan balance outstanding of $75.7 million and the weighted average interest rate was 0.91%. At November 30, 2012, the Fund had $77,000,000 of borrowings outstanding per this credit agreement.
Subsequent to the period of this report, on December 13, 2012, the Fund renewed its revolving credit agreement with the same financial institution, so that the term extends to December 11, 2013 and allows the Fund to borrow up to an aggregate amount of $125,000,000.
6. Capital shares
On November 20, 2006, the Funds Board of Directors (the Board) authorized the Fund to repurchase from time to time in the open market up to 1,000,000 shares of the Funds common stock (the Program). The Board directed the investment manager of the Fund to repurchase shares of the Funds common stock at such times and in such amounts as management believes will enhance shareholder value, subject to review by the Funds Board.
This is the fourth repurchase program authorized by the Board since the Funds inception in 2004. Pursuant to the Funds previous three repurchase programs of up to 1,000,000 shares each, the Fund has repurchased 3,000,000 shares of common stock.
7. Distributions subsequent to November 30, 2012
On November 8, 2012, the Board declared a quarterly distribution in the amount of $0.28 per share, payable on December 21, 2012 to shareholders of record on December 14, 2012.
8. Tender offers
During the year ended November 30, 2012, the Fund, in accordance with its tender offer for up to 996,307 and 946,492 of its issued and outstanding
28
|
|
LMP Capital and Income Fund Inc. 2012 Annual Report
|
|
|
Notes to financial statements (contd)
shares of common stock, accepted and made payment of these shares at $13.07 and $13.70 per share (98% of the net asset value per share of $13.33 on December 28, 2011 and $13.97 on March 29, 2012). Each of these tendered shares represented 5% of the Funds then outstanding shares.
During the period ended November 30, 2011, the Fund, in accordance with its tender offers for up to 8,989,232 and 1,048,744 of its issued and outstanding shares of common stock, accepted and made payment of these shares at $14.15 and $12.22 per share (98% of the net asset value per share of $14.43 on June 30, 2011 and $12.46 on September 30, 2011). These shares represent 30% and 5%, respectively, of the Funds then outstanding shares.
9. Income tax information and distributions to shareholders
The tax character of distributions paid during the fiscal year ended November 30, 2012 and the period ended November 30, 2011 were as follows:
|
|
2012
|
|
2011
|
|
Distributions Paid From:
|
|
|
|
|
|
Ordinary Income
|
|
$20,950,332
|
|
$14,862,196
|
|
As of November 30, 2012, the components of accumulated earnings on a tax basis were as follows:
Undistributed ordinary income net
|
|
$ 247,381
|
|
Capital loss carryforward*
|
|
(155,743,894
|
)
|
Other book/tax temporary differences
(a)
|
|
(184,994
|
)
|
Unrealized appreciation (depreciation)
(b)
|
|
21,431,592
|
|
Total accumulated earnings (losses) net
|
|
$(134,249,915
|
)
|
*
As of November 30, 2012, the Fund had the following net capital loss carryforwards remaining:
Year of Expiration
|
|
Amount
|
|
No Expiration
|
|
$ (14,650,010
|
)
|
11/30/2016
|
|
(16,162,643
|
)
|
11/30/2017
|
|
(121,685,830
|
)
|
11/30/2018
|
|
(3,245,411
|
)
|
|
|
$(155,743,894
|
)
|
These amounts will be available to offset any future taxable capital gains.
(a)
Other book/tax temporary differences are attributable primarily to differences between book/tax difference in the accrual of interest income on securities in default and book/tax differences in the timing of the deductibility of various expenses.
(b)
The difference between book-basis and tax-basis unrealized appreciation (depreciation) is attributable primarily to the difference between book and tax amortization methods for premiums on fixed income securities, book/tax differences in the treatment of income from partnership investments and the realization for tax purposes of unrealized gains on investments in passive foreign investment companies.
|
|
LMP Capital and Income Fund Inc. 2012 Annual Report
|
|
29
|
Report of independent registered public accounting firm
The Board of Directors and Shareholders
LMP Capital and Income Fund Inc.:
We have audited the accompanying statement of assets and liabilities of LMP Capital and Income Fund Inc., including the schedule of investments, as of November 30, 2012, and the related statements of operations and cash flows for the year then ended, the statements of changes in net assets for the year then ended, the period from January 1, 2011 to November 30, 2011, and the year ended December 31, 2010, and the financial highlights for the year then ended, the period from January 1, 2011 to November 30, 2011, each of the years in the two-year period ended December 31, 2010, the period from November 1, 2008 to December 31, 2008 and each of the years in the two-year period ended October 31, 2008. These financial statements and financial highlights are the responsibility of the Funds 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 November 30, 2012, by correspondence with the custodian and brokers or by other appropriate auditing procedures. 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 Capital and Income Fund Inc. as of November 30, 2012, and the results of its operations, its cash flows, the changes in its net assets, and the financial highlights for the periods described above, in conformity with U.S. generally accepted accounting principles.
New York, New York
January 18, 2013
30
|
|
LMP Capital and Income Fund Inc.
|
|
|
Commodity exchange act regulation exclusion No action relief
(unaudited)
Effective December 31, 2012, the Fund is limited in its ability to use commodity futures (which include futures on broad-based securities indexes and interest rate futures) (collectively, commodity interests) or options on commodity futures, engage in certain swaps transactions or make certain other investments (whether directly or indirectly through investments in other investment vehicles) for purposes other than bona fide hedging, as defined in the rules of the Commodity Futures Trading Commission (the CFTC). With respect to transactions other than for bona fide hedging purposes, either: (1) the aggregate initial margin and premiums required to establish the Funds positions in such investments may not exceed 5% of the liquidation value of the Funds portfolio (after accounting for unrealized profits and unrealized losses on any such investments); or (2) the aggregate net notional value of such instruments, determined at the time the most recent position was established, may not exceed 100% of the liquidation value of the Funds portfolio (after accounting for unrealized profits and unrealized losses on any such positions). In addition to meeting one of the foregoing trading limitations, the Fund may not market itself as a commodity pool or otherwise as a vehicle for trading in the futures, options or swaps markets.
As noted above, the Fund may be exposed to commodity interests indirectly in excess of the limits described in the prior paragraph. Such exposure may result from the Funds investment in other investment vehicles, including investment companies that are not managed by the Funds manager or one of its affiliates, certain securitized vehicles that may invest in commodity interests and/or non-equity REITs that may invest in commodity interests. These investment vehicles are referred to collectively as underlying funds. The manager may have limited or no information as to what an underlying fund may be invested in at any given time, because they are not managed by the manager or persons affiliated with the manager and their holdings will likely change over time. To address this lack of transparency, the CFTC staff has issued a no-action letter permitting the manager of a Fund that invests in such underlying funds to register as a commodity pool operator (a CPO) or to claim the exclusion from the CPO definition until the later of June 30, 2013 or six months from the date on which the CFTC issues additional guidance on the application of de minimis thresholds in the context of the CFTC exemptive rules. In order to rely on this no-action relief, the manager must meet certain conditions (including certain compliance measures), and otherwise be able to rely on a claim of exclusion from the CPO definition. The Funds manager has filed the required notice to claim this no-action relief.
|
|
LMP Capital and Income Fund Inc.
|
|
31
|
Board approval of management and sub-advisory agreements (unaudited)
Background
The Investment Company Act of 1940, as amended (the 1940 Act) requires that the Board of Directors (the Board) of LMP Capital and 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 Funds manager, Legg Mason Partners Fund Advisor, LLC (the Manager), and the sub-advisory agreements (individually, a Sub-Advisory Agreement and, collectively, the Sub-Advisory Agreements) with the Managers affiliates, ClearBridge Investments, LLC (formerly ClearBridge Advisors, LLC) (ClearBridge), Western Asset Management Company (Western Asset) and Western Asset Management Company Limited in London (Western Asset London, and with ClearBridge and Western Asset, collectively, the Sub-Advisers). At a meeting (the Contract Renewal Meeting) held in-person on November 7 and 8, 2012, the Board, including the Independent Directors, considered and approved the continuation of each of the Management Agreement and the Sub-Advisory Agreements for an additional one-year term. To assist in its consideration of the renewals of the Management Agreement and the Sub-Advisory Agreements, 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 and the Sub-Advisers, as well as the management and sub-advisory arrangements for the Fund and the other closed-end funds in the same complex under the Boards supervision (collectively, the Legg Mason Closed-end Funds), certain portions of which are discussed below. A presentation made by the Manager and Western Asset to the Board at the Contract Renewal Meeting in connection with its evaluations of the Management Agreement and the Sub-Advisory Agreements encompassed the Fund and other Legg Mason Closed-end Funds. ClearBridge also made a presentation to the Board at the Contract Renewal Meeting regarding its sub-advisory services to the Fund. 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 and the Sub-Advisers to the Fund. The Boards 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 and the Sub-Advisers.
The Manager provides the Fund with investment advisory and administrative services pursuant to the Management Agreement and the Sub-Advisers provide the Fund with certain investment sub-advisory services pursuant to the Sub-Advisory Agreements. The discussion below covers both the advisory and administrative functions being rendered by the Manager, each such
32
|
|
LMP Capital and Income Fund Inc.
|
|
|
Board approval of management and sub-advisory agreements (unaudited) (contd)
function being encompassed by the Management Agreement, and the investment sub-advisory functions being rendered by the Sub-Advisers.
Board approval of management agreement and sub-advisory agreements
In its deliberations regarding renewal of the Management Agreement and the Sub-Advisory Agreements, the Board, including the Independent Directors, considered the factors below.
Nature, extent and quality of the services under the management agreement and sub-advisory agreements
The Board received and considered Contract Renewal Information regarding the nature, extent and quality of services provided to the Fund by the Manager and the Sub-Advisers under the Management Agreement and the Sub-Advisory Agreements, respectively, during the past year. The Board also reviewed Contract Renewal Information regarding the Funds compliance policies and procedures established pursuant to the 1940 Act.
The Board reviewed the qualifications, backgrounds and responsibilities of the Funds 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 Boards discussions with the Manager, ClearBridge and Western Asset at the Contract Renewal Meeting, the general reputation and investment performance records of the Manager, ClearBridge and Western Asset and their affiliates and the financial resources available to the corporate parent of the Manager and the Sub-Advisers, Legg Mason, Inc. (Legg Mason), to support their activities in respect of the Fund and the other Legg Mason Closed-end Funds.
The Board considered the responsibilities of the Manager and the Sub-Advisers under the Management Agreement and the Sub-Advisory Agreements, respectively, including the Managers coordination and oversight of the services provided to the Fund by the Sub-Advisers and others and Western Assets coordination and oversight of services provided to the Fund by Western Asset London. 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 does not provide day-to-day portfolio management services to the Fund. Rather, portfolio management services for the Fund are provided by Western Asset pursuant to the Sub-Advisory Agreement (the Western Asset Sub-Advisory Agreement) between the Manager and Western Asset and by ClearBridge pursuant to the Sub-Advisory Agreement between the Manager and ClearBridge. The Western
|
|
LMP Capital and Income Fund Inc.
|
|
33
|
Asset Sub-Advisory Agreement permits Western Asset to delegate certain of its responsibilities, including its sub-advisory duties thereunder, provided that Western Asset, in each case, will supervise the activities of the delegee. Pursuant to this provision of the Western Asset-Sub-Advisory Agreement, Western Asset London helps Western Asset to provide portfolio management services for the Fund pursuant to the Sub-Advisory Agreement between Western Asset and Western Asset London. The Board also considered the brokerage policies and practices of the Manager and ClearBridge, the standards applied in seeking best execution, the policies and practices of the Manager and ClearBridge regarding soft dollars, the use of a broker affiliated with the Manager or ClearBridge, and the existence of quality controls applicable to brokerage allocation procedures.
In reaching its determinations regarding continuation of the Management Agreement and the Sub-Advisory Agreements, the Board took into account that Fund shareholders, in pursuing their investment goals and objectives, likely purchased their shares based upon the reputation and the investment style, philosophy and strategy of the Manager, ClearBridge and Western Asset, as well as the resources available to the Manager and the Sub-Advisers.
In evaluating the nature, extent and quality of the investment advisory and other services provided, and which are expected to be provided, to the Fund pursuant to the Management Agreement and the Sub-Advisory Agreements, the Board inquired as to any impact on the Funds operations of significant changes in the senior management of the Manager and Legg Mason and other personnel providing services to the Fund during the past two years to the date of the Contract Renewal Meeting, including the resignation of Legg Masons Chief Executive Officer (CEO). At the Contract Renewal Meeting, the interim CEO and other senior representatives of Legg Mason and the Manager discussed these changes with the Board and assured the Board that such changes have not resulted, and are not expected in the future to result, in any diminution in the nature, extent or quality of services provided to the Fund and that the Board of Directors of Legg Mason had undertaken a search for a permanent CEO. In addition, the Board inquired as to published reports speculating that control of Legg Mason, the Manager or certain affiliates of Legg Mason, including the Sub-Advisers, might change. The senior representatives of Legg Mason discussed these published reports with the Board, confirming Legg Masons continuing commitment to its current business model and its affiliations with the Manager and the Sub-Advisers.
The Board concluded that, overall, the nature, extent and quality of the management and other services provided to the Fund under the Management Agreement and the Sub-Advisory Agreements have been satisfactory under the circumstances.
34
|
LMP Capital and Income Fund Inc.
|
Board approval of management and sub-advisory agreements (unaudited) (contd)
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 income and preferred stock closed-end funds, as classified by Lipper, regardless of asset size. The Performance Universe consisted of twenty funds, including the Fund, for the 1-year period ended June 30, 2012 and of nineteen funds, including the Fund, for the 3- and 5-year periods ended June 30, 2012. The Board noted that it had received and discussed with the Manager, ClearBridge and Western Asset information throughout the year at periodic intervals comparing the Funds performance against its benchmarks and its peer funds as selected by Lipper.
The Lipper Performance Information comparing the Funds performance to that of the Performance Universe based on net asset value per share showed, among other things, that the Funds performance for each of the 1-, 3- and 5-periods ended June 30, 2012 was ranked eighteenth among the Funds in the Performance Universe for those periods and in each case was significantly worse than the Performance Universe median. The Manager noted that the small number of funds in the Performance Universe makes meaningful performance comparisons difficult. In evaluating the Funds performance, the Board considered the Managers explanation that the portfolio management team for the equity portion of the Funds investment portfolio changed in 2009 and again in 2011 and that the new portfolio management team in each case implemented significant changes to the Funds investment portfolio and program, the full effect of which may be determined only over a meaningful time frame. The Manager also advised the Board that the Funds investment program now most closely is aligned with that of an equity income fund and that the Performance Universe was, therefore, no longer appropriate. The Board also considered the Funds performance relative to its benchmarks and in absolute terms.
Based on its review of the Funds performance, which included consideration of all of the factors noted above, the Board concluded that, under the circumstances, continuation of the Management Agreement and the Sub-Advisory Agreements for an additional one-year period would be in the interests of the Fund and its shareholders, especially in light of the Funds limited performance experience under its new portfolio management team.
LMP Capital and Income Fund Inc.
|
35
|
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 and the sub-advisory fees (the Sub-Advisory Fees) payable to the Sub-Advisers under the Sub-Advisory Agreements in light of the nature, extent and overall quality of the management, investment advisory and other services provided by the Manager and the Sub-Advisers. The Board noted that the Sub-Advisory Fees payable to ClearBridge and Western Asset under their Sub-Advisory Agreements with the Manager are paid by the Manager, not the Fund, and, accordingly, that the retention of the Sub-Advisers does not increase the fees or expenses otherwise incurred by the Funds shareholders. Similarly, the Board noted that the Sub-Advisory Fees payable to Western Asset London under its Sub-Advisory Agreement with Western Asset are paid by Western Asset, not the Fund, and, accordingly, that the retention of Western Asset London does not increase the fees or expenses otherwise incurred by the Funds shareholders.
Additionally, the Board received and considered information and analyses prepared by Lipper (the Lipper Expense Information) comparing the Management Fee and the Funds 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 Expense Group consisted of the Fund and seven other funds classified by Lipper as leveraged income and preferred stock closed-end funds. The Expense Group funds had average net common share assets ranging from $74.4 million to $717.4 million. Two of the other funds in the Expense Group were larger than the Fund and five were smaller.
The Lipper Expense Information, comparing the contractual Management Fee as well as the Funds actual total expenses to the Funds Expense Group, showed, among other things, that the Funds contractual Management Fee was ranked sixth among the funds in the Expense Group and was worse than the median for the Expense Group. The Funds 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) was ranked fourth among the funds in the Expense Group and was slightly better than the Expense Group median when measured on the basis of common share assets only, but was ranked sixth among the funds in the Expense Group and was worse than the Expense Group median when measured on the basis of common share and leveraged assets. The Funds total expenses were ranked second among the funds in the Expense Group and were better than the Expense Group median for that expense component when compared on the basis of common share assets only, but were ranked fourth among the funds in the Expense Group and were slightly worse than
36
|
LMP Capital and Income Fund Inc.
|
Board approval of management and sub-advisory agreements (unaudited) (contd)
the Expense Group median when compared on the basis of common share and leveraged assets.
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 Funds 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 that 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.
Taking all of the above into consideration, the Board determined that the Management Fee and the Sub-Advisory Fees were reasonable in light of the nature, extent and overall quality of the management, investment advisory and other services provided to the Fund under the Management Agreement and the Sub-Advisory Agreements.
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 Managers fiscal years ended March 31, 2012 and March 31, 2011. 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 Managers revenue and cost allocation methodologies used in preparing such profitability data. The Board received a report from an outside consultant engaged by the Manager that had reviewed the revenue and cost allocation Managers methodologies. The profitability to each of the Sub-Advisers was not considered to be a material factor in the Boards considerations since the Sub-Advisers fees are paid by the Manager in the case of ClearBridge and Western Asset and by Western Asset in the case of Western Asset London. The profitability analysis
LMP Capital and Income Fund Inc.
|
37
|
presented to the Board as part of the Contract Renewal Information indicated that profitability to the Manager in providing services to the Fund had not increased during the period covered by the analysis and remained at a level which the Board believed to be reasonable in light of the nature, extent and overall quality of the investment advisory and other services provided to the Fund.
Economies of scale
The Board received and discussed Contract Renewal Information concerning whether the Manager realizes economies of scale if the Funds 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 Funds investment portfolio, rather than sales of additional shares in the Fund. The Board determined that the Management Fee structure, which incorporates no breakpoints reducing the Management Fee at specified increased asset levels, was appropriate under present circumstances.
Other benefits to the manager and the sub-advisers
The Board considered other benefits received by the Manager, the Sub-Advisers and their affiliates as a result of their relationship with the Fund, including the opportunity to obtain research services from brokers who effect Fund portfolio transactions, 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 and the Sub-Advisory Agreements 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 the Sub-Advisory Agreements, 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 and the Sub-Advisory Agreements 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 and the Sub-Advisory Agreements in private sessions with their independent legal counsel at which no representatives of the Manager were present.
38
|
LMP Capital and Income Fund Inc.
|
Additional information (unaudited)
Information about Directors and Officers
The business and affairs of LMP Capital and 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, 49
th
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 Fund
1
|
|
Director and Member of the Nominating and Audit Committees, Class I
|
Term of office
1
and length of time served
|
|
Since 2003
|
Principal occupation(s) during past five years
|
|
President, Colman Consulting Company (consulting)
|
Number of portfolios in fund complex overseen by Director (including the Fund)
|
|
28
|
Other board memberships held by Director
|
|
None
|
|
|
|
Daniel P. Cronin
|
|
|
Year of birth
|
|
1946
|
Position(s) held with Fund
1
|
|
Director and Member of the Nominating and Audit Committees, Class I
|
Term of office
1
and length of time served
|
|
Since 2003
|
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)
|
|
28
|
Other board memberships held by Director
|
|
None
|
|
|
|
Paolo M. Cucchi
|
|
|
Year of birth
|
|
1941
|
Position(s) held with Fund
1
|
|
Director and Member of the Nominating and Audit Committees, Class I
|
Term of office
1
and length of time served
|
|
Since 2007
|
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)
|
|
28
|
Other board memberships held by Director
|
|
None
|
LMP Capital and Income Fund Inc.
|
39
|
Independent Directors contd
Leslie H. Gelb
|
|
|
Year of birth
|
|
1937
|
Position(s) held with Fund
1
|
|
Director and Member of the Nominating and Audit Committees, Class II
|
Term of office
1
and length of time served
|
|
Since 2003
|
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)
|
|
28
|
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 Fund
1
|
|
Director and Member of the Nominating and Audit Committees, Class II
|
Term of office
1
and length of time served
|
|
Since 2003
|
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)
|
|
28
|
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 Fund
1
|
|
Director and Member of the Nominating and Audit Committees, Class III
|
Term of office
1
and length of time served
|
|
Since 2003
|
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 John Hopkins University (since 1973)
|
Number of portfolios in fund complex overseen by Director (including the Fund)
|
|
28
|
Other board memberships held by Director
|
|
None
|
40
|
LMP Capital and Income Fund Inc.
|
Additional information (unaudited) (contd)
Information about Directors and Officers
Independent Directors contd
Jeswald W. Salacuse
|
|
|
Year of birth
|
|
1938
|
Position(s) held with Fund
1
|
|
Director and Member of the Nominating and Audit Committees, Class III
|
Term of office
1
and length of time served
|
|
Since 2003
|
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)
|
|
28
|
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 Gerken
2
|
|
|
Year of birth
|
|
1951
|
Position(s) held with Fund
1
|
|
Director, Chairman, President and Chief Executive Officer, Class II
|
Term of office
1
and length of time served
|
|
Since 2003
|
Principal occupation(s) during past five years
|
|
Managing Director of Legg Mason & Co., LLC (Legg Mason & Co.) (since 2005); Officer and Trustee/Director of 157 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)
|
|
157
|
Other board memberships held by Director
|
|
None
|
LMP Capital and Income Fund Inc.
|
41
|
Additional Officers:
Ted P. Becker
|
|
|
Legg Mason
|
|
|
620 Eighth Avenue, New York, NY 10018
|
|
|
Year of birth
|
|
1951
|
Position(s) held with Fund
1
|
|
Chief Compliance Officer
|
Term of office
1
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)
|
|
|
|
Vanessa A. Williams
|
|
|
Legg Mason
|
|
|
100 First Stamford Place, Stamford, CT 06902
|
Year of birth
|
|
1979
|
Position(s) with Fund
1
|
|
Identity Theft Prevention Officer
|
Term of office
1
and length of time served
|
|
Since 2011
|
Principal occupation(s) during past five years
|
|
Vice President of Legg Mason & Co. (since 2012); 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, Senior Compliance Officer of Legg Mason & Co. (2008 to 2011); formerly, Compliance Analyst of Legg Mason & Co. (2006 to 2008) and Legg Mason & Co. predecessors (prior to 2006)
|
|
|
|
Robert I. Frenkel
|
|
|
Legg Mason
|
|
|
100 First Stamford Place, Stamford, CT 06902
|
Year of birth
|
|
1954
|
Position(s) held with Fund
1
|
|
Secretary and Chief Legal Officer
|
Term of office
1
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)
|
42
|
LMP Capital and Income Fund Inc.
|
Additional information (unaudited) (contd)
Information about Directors and Officers
Additional Officers contd
Thomas C. Mandia
|
|
|
Legg Mason
|
|
|
100 First Stamford Place, Stamford, CT 06902
|
Year of birth
|
|
1962
|
Position(s) held with Fund
1
|
|
Assistant Secretary
|
Term of office
1
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
|
|
|
100 International Drive, Baltimore, MD 21202
|
Year of birth
|
|
1970
|
Position(s) held with Fund
1
|
|
Principal Financial Officer
|
Term of office
1
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 SECs Division of Investment Management (2007 to 2011); formerly, Assistant Chief Accountant within the SECs Division of Investment Management (2002 to 2007)
|
LMP Capital and Income Fund Inc.
|
43
|
Additional Officers contd
Steven Frank
|
|
|
Legg Mason
|
|
|
55 Water Street, New York, NY 10041
|
|
|
Year of birth
|
|
1967
|
Position(s) held with Fund
1
|
|
Treasurer
|
Term of office
1
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)
|
|
|
|
Jeanne M. Kelly
|
|
|
Legg Mason
|
|
|
620 Eighth Avenue, New York, NY 10018
|
|
|
Year of birth
|
|
1951
|
Position(s) with Fund
1
|
|
Senior Vice President
|
Term of office
1
and length of time served
|
|
Since 2009
|
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 Funds 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 2015, year 2013 and year 2014, respectively, or thereafter in each case when their respective successors are duly elected and qualified. The Funds executive officers are chosen each year at the first meeting of the Funds 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.
|
44
|
LMP Capital and Income Fund Inc.
|
Annual chief executive officer and principal financial officer certifications (unaudited)
The Funds Chief Executive Officer (CEO) has submitted to the NYSE the required annual certification and the Fund also has included the certifications of the Funds CEO and Principal Financial Officer required by Section 302 of the Sarbanes-Oxley Act in the Funds Form N-CSR filed with the SEC for the period of this report.
|
|
LMP Capital and Income Fund Inc.
|
|
45
|
Other shareholder communications regarding accounting matters (unaudited)
The Funds 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 Funds 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.
46
|
|
LMP Capital and Income Fund Inc.
|
|
|
Dividend reinvestment plan (unaudited)
Unless you elect to receive distributions in cash, all distributions, on your Common Shares will be automatically reinvested by American Stock Transfer & Trust Company, as agent for the Common Shareholders (the Plan Agent), in additional Common Shares under the Dividend Reinvestment Plan (the Plan). You may elect not to participate in the Plan by contacting the Plan Agent. If you do not participate, you will receive all cash distributions paid by check mailed directly to you by American Stock Transfer & Trust Company as dividend paying agent.
If you participate in the Plan, the number of Common Shares you will receive will be determined as follows:
(1) If the market price of the Common Shares on the record date (or, if the record date is not a New York Stock Exchange trading day, the immediately preceding trading day) for determining shareholders eligible to receive the relevant distribution (the determination date) is equal to or exceeds the net asset value per share of the Common Shares, the Fund will issue new Common Shares at a price equal to the greater of (a) the net asset value per share at the close of trading on the Exchange on the determination date or (b) 95% of the market price per share of the Common Shares on the determination date.
(2) If 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 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 distribution payment date, or (b) the record date for the next succeeding 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 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) 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.
The Plan Agent maintains all participants accounts in the Plan and gives written confirmation of all transactions in the accounts, including information you may need for tax records. Common Shares in your account will be held by the Plan Agent in non-certified form. Any proxy you receive will include all Common Shares you have received under the Plan.
|
|
LMP Capital and Income Fund Inc.
|
|
47
|
You may withdraw from the Plan by notifying the Plan Agent in writing at 59 Maiden Lane, New York, New York 10038. 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 Agents investment of the most recently declared dividend or distribution on the Common Shares. The Plan may be terminated by the Fund upon notice in writing mailed to Common Shareholders at least 30 days prior to the record date for the payment of any dividend or distribution by the Fund for which the termination is to be effective. 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 charges actually incurred for this transaction from the proceeds.
There is no service charge for reinvestment of your dividends or distributions in Common Shares. However, all participants will pay a pro rata share of brokerage commissions incurred by the Plan Agent when it makes open market purchases. Because all dividends and distributions will be automatically reinvested in additional Common Shares, this allows you to add to your investment through dollar cost averaging, which may lower the average cost of your Common Shares over time.
Automatically reinvesting dividends and distributions does not mean that you do not have to pay income taxes due upon receiving dividends and distributions.
The Fund reserves the right to amend or terminate the Plan if, in the judgment of the Board of Directors, the change is warranted. There is no direct service charge to participants in the Plan; however, the Fund reserves the right to amend the Plan to include a service charge payable by the participants. Additional information about the Plan and your account may be obtained from the Plan Agent at 1-888-888-0151.
48
|
|
LMP Capital and Income Fund Inc.
|
|
|
Important tax information (unaudited)
The following information is provided with respect to the distributions paid during the taxable year ended November 30, 2012:
Record date:
|
|
12/16/11
|
|
3/23/12
|
|
6/22/12
|
|
9/21/12
|
|
Payable date:
|
|
12/23/11
|
|
3/30/12
|
|
6/29/12
|
|
9/28/12
|
|
Ordinary income:
|
|
|
|
|
|
|
|
|
|
Qualified dividend income for individuals
|
|
75.76%
|
|
69.96%
|
|
66.58%
|
|
66.58%
|
|
Dividends qualifying for the dividends received deduction for corporations
|
|
61.95%
|
|
57.74%
|
|
54.81%
|
|
54.81%
|
|
Interest from Federal obligations
|
|
0.81%
|
|
|
|
|
|
|
|
The law varies in each state as to whether and what percentage of dividend income attributable to Federal obligations is exempt from state income tax. We recommend that you consult with your tax adviser to determine if any portion of the dividends you received is exempt from state income taxes.
Please retain this information for your records.
LMP
Capital and Income Fund Inc.
Directors
|
|
LMP Capital and Income Fund Inc.
|
|
Independent registered public accounting firm
|
Carol L. Colman
|
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620 Eighth Avenue
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KPMG LLP
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Daniel P. Cronin
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49th Floor
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345 Park Avenue
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Paolo M. Cucchi
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New York, NY 10018
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New York, NY 10154
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Leslie H. Gelb
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R. Jay Gerken
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Investment manager
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Legal counsel
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Chairman
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Legg Mason Partners Fund Advisor, LLC
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Simpson Thacher & Bartlett LLP
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William R. Hutchinson
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425 Lexington Avenue
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Riordan Roett
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Subadvisers
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New York, NY 10017
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Jeswald W. Salacuse
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ClearBridge Investments, LLC
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Western Asset Management Company
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New York Stock Exchange Symbol
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Officers
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Western Asset Management Company Limited
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SCD
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R. Jay Gerken
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President and Chief Executive Officer
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Custodian
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Richard F. Sennett
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State Street Bank and Trust Company
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Principal Financial Officer
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1 Lincoln Street
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Ted P. Becker
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Boston, MA 02111
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Chief Compliance Officer
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Vanessa A. Williams
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Transfer agent
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Identity Theft Prevention Officer
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American Stock Transfer & Trust Company
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Robert I. Frenkel
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59 Maiden Lane
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Secretary and Chief Legal Officer
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New York, NY 10038
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Thomas C. Mandia
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Assistant Secretary
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Steven Frank
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Treasurer
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Jeanne M. Kelly
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Senior Vice President
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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 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:
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Personal information included on applications or other forms;
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Account balances, transactions, and mutual fund holdings and positions;
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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 individuals 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 (contd)
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 Capital and Income Fund Inc.
LMP Capital and 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 Funds Forms N-Q are available on the SECs website at www.sec.gov. The Funds Forms N-Q may be reviewed and copied at the SECs Public Reference Room in Washington D.C., and information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330. To obtain information on Form 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 related to portfolio transactions are available (1) without charge, upon request, by calling 1-888-777-0102, (2) on the Funds website at www.lmcef.com and (3) on the SECs website at www.sec.gov.
This report is transmitted to the shareholders of LMP Capital and 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
FD03548 1/13 SR12-1827