UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

FORM N-Q

 

QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTERED
MANAGEMENT INVESTMENT COMPANY

 

Investment Company Act file number

811-21098

 

 

LMP Real Estate Income Fund Inc.

(Exact name of registrant as specified in charter)

 

125 Broad Street, New York, NY

 

10004

(Address of principal executive offices)

 

(Zip code)

 

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

(Name and address of agent for service)

 

Registrant's telephone number, including area code:

1-800-451-2010

 

 

Date of fiscal year end:

December 31

 

 

 

 

Date of reporting period:

September 30, 2006

 

 



 

LMP REAL ESTATE INCOME

FUND INC.

 

FORM NQ

SEPTEMBER 30, 2006

 



 

ITEM 1.                  SCHEDULE OF INVESTMENTS

 



 

LMP Real Estate Income Fund Inc.

 

Schedule of Investments  (unaudited)

September 30, 2006

 

Shares

 

Security

 

Value

 

COMMON STOCKS — 72.8%

 

 

 

Apartments — 9.7%

 

 

 

34,000

 

Archstone-Smith Trust

 

$

1,850,960

 

245,000

 

Camden Property Trust

 

18,622,450

 

55,400

 

CentraCore Properties Trust

 

1,758,950

 

185,000

 

GMH Communities Trust

 

2,334,700

 

100,000

 

Mid-America Apartment Communities Inc.

 

6,122,000

 

140,000

 

United Dominion Realty Trust Inc.

 

4,228,000

 

 

 

Total Apartments

 

34,917,060

 

Diversified — 5.5%

 

 

 

300,000

 

iStar Financial Inc.

 

12,510,000

 

190,000

 

Lexington Corporate Properties Trust

 

4,024,200

 

290,000

 

Spirit Finance Corp.

 

3,366,900

 

 

 

Total Diversified

 

19,901,100

 

Health Care — 11.7%

 

 

 

174,000

 

Health Care Property Investors Inc.

 

5,402,700

 

305,000

 

Healthcare Realty Trust Inc.

 

11,715,050

 

122,400

 

Nationwide Health Properties Inc.

 

3,272,976

 

325,000

 

OMEGA Healthcare Investors Inc.

 

4,878,250

 

511,700

 

Senior Housing Properties Trust

 

10,919,678

 

150,000

 

Ventas Inc.

 

5,781,000

 

 

 

Total Health Care

 

41,969,654

 

Home Financing — 0.9%

 

 

 

108,500

 

Municipal Mortgage & Equity LLC

 

3,082,485

 

Industrial — 3.9%

 

 

 

185,000

 

EastGroup Properties Inc. (a)

 

9,224,100

 

161,700

 

First Potomac Realty Trust

 

4,886,574

 

 

 

Total Industrial

 

14,110,674

 

Industrial/Office - Mixed — 3.1%

 

 

 

235,000

 

Liberty Property Trust

 

11,230,650

 

Lodging/Resorts — 2.9%

 

 

 

300,000

 

Ashford Hospitality Trust

 

3,579,000

 

146,000

 

Hospitality Properties Trust

 

6,891,200

 

 

 

Total Lodging/Resorts

 

10,470,200

 

Office — 16.0%

 

 

 

290,000

 

Brandywine Realty Trust

 

9,439,500

 

72,000

 

Glenborough Realty Trust Inc.

 

1,852,560

 

290,000

 

Highwoods Properties Inc.

 

10,790,900

 

848,700

 

HRPT Properties Trust

 

10,141,965

 

135,000

 

Kilroy Realty Corp.

 

10,170,900

 

170,000

 

Mack-Cali Realty Corp.

 

8,806,000

 

134,500

 

Parkway Properties Inc.

 

6,252,905

 

 

 

Total Office

 

57,454,730

 

Regional Malls — 4.5%

 

 

 

196,000

 

Glimcher Realty Trust

 

4,856,880

 

148,100

 

Macerich Co.

 

11,308,916

 

 

 

Total Regional Malls

 

16,165,796

 

Retail - Free Standing — 4.1%

 

 

 

171,900

 

National Retail Properties Inc.

 

3,713,040

 

85,000

 

National Retail Properties Inc., Series A

 

2,170,475

 

220,000

 

Realty Income Corp.

 

5,436,200

 

260,000

 

Trustreet Properties Inc.

 

3,252,600

 

 

 

Total Retail - Free Standing

 

14,572,315

 

 

See Notes to Schedule of Investments.

 

1



 

LMP Real Estate Income Fund Inc.

 

Schedule of Investments  (unaudited) (continued)

September 30, 2006

 

Shares

 

Security

 

Value

 

Self Storage — 1.0%

 

 

 

200,000

 

Extra Space Storage Inc.

 

$

3,462,000

 

Shopping Centers — 7.0%

 

 

 

385,000

 

Cedar Shopping Centers Inc.

 

6,225,450

 

198,000

 

Equity One Inc.

 

4,746,060

 

51,000

 

Heritage Property Investment Trust

 

1,859,460

 

250,000

 

Primaris Retail Real Estate Investment Trust

 

4,079,986

 

135,000

 

Ramco-Gershenson Properties Trust

 

4,313,250

 

104,000

 

Tanger Factory Outlet Centers Inc.

 

3,704,480

 

 

 

Total Shopping Centers

 

24,928,686

 

Specialty — 2.5%

 

 

 

185,000

 

Entertainment Properties Trust

 

9,124,200

 

 

 

TOTAL COMMON STOCKS
(Cost — $166,101,651)

 

261,389,550

 

PREFERRED STOCKS — 25.4%

 

 

 

Apartments — 3.2%

 

 

 

75,000

 

Apartment Investment & Management Co., Cumulative, Series G, 9.375%

 

1,989,000

 

113,000

 

Apartment Investment & Management Co., Cumulative, Series U, 7.750%

 

2,866,810

 

120,000

 

Apartment Investment & Management Co., Cumulative, Series Y, 7.875%

 

3,036,000

 

150,000

 

BRE Properties Inc., Series C, 6.750%

 

3,702,000

 

 

 

Total Apartments

 

11,593,810

 

Diversified — 6.8%

 

 

 

109,400

 

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

 

2,810,486

 

175,000

 

Duke Realty Corp., 6.950%

 

4,459,000

 

90,000

 

LBA Realty Fund LP, 8.750% (b)(c)

 

4,352,400

 

108,400

 

PS Business Parks Inc., Series M, 7.200%

 

2,753,360

 

115,000

 

PS Business Parks Inc., Series O, 7.375%

 

2,921,000

 

150,000

 

Vornado Realty Trust, Series G, 6.625%

 

3,645,000

 

142,400

 

Vornado Realty Trust, Series H, 6.750%

 

3,525,824

 

 

 

Total Diversified

 

24,467,070

 

Health Care — 1.9%

 

 

 

150,000

 

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

 

3,795,000

 

120,400

 

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

 

3,152,072

 

 

 

Total Health Care

 

6,947,072

 

Lodging/Resorts — 2.1%

 

 

 

71,100

 

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

 

1,835,802

 

26,000

 

LaSalle Hotel Properties, Cumulative Redeemable, Series A, 10.250%

 

666,120

 

90,000

 

Strategic Hotels Capital Inc., 8.250%

 

2,345,625

 

100,100

 

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

 

2,558,806

 

 

 

Total Lodging/Resorts

 

7,406,353

 

Office — 3.0%

 

 

 

50,000

 

Brandywine Realty Trust, Series D, 7.375%

 

1,256,750

 

110,000

 

Corporate Office Properties Trust, Series J, 7.625%

 

2,860,000

 

255,600

 

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

 

6,620,040

 

 

 

Total Office

 

10,736,790

 

Regional Malls — 2.4%

 

 

 

85,000

 

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

 

2,155,600

 

6,000

 

Pennsylvania Real Estate Investment Trust, Cumulative, 11.000%

 

331,200

 

32,700

 

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

 

1,693,249

 

169,600

 

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

 

4,436,108

 

 

 

Total Regional Malls

 

8,616,157

 

 

See Notes to Schedule of Investments.

 

2



 

LMP Real Estate Income Fund Inc.

 

Schedule of Investments  (unaudited) (continued)

September 30, 2006

 

Shares

 

Security

 

Value

 

Retail - Free Standing — 0.2%

 

 

 

25,200

 

Realty Income Corp., Cumulative Redeemable, Series D, 7.375%

 

$

640,080

 

Shopping Centers — 5.8%

 

 

 

73,000

 

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

 

1,941,070

 

21,200

 

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

 

543,780

 

130,000

 

Developers Diversified Realty Corp., Cumulative Redeemable, Class G, 8.600%

 

3,305,900

 

131,000

 

Federal Realty Investment Trust, Cumulative Redeemable, Series B, 8.500%

 

3,333,950

 

75,000

 

New Plan Excel Realty Trust Inc., Cumulative Redeemable, Series E, 7.625%

 

1,915,500

 

34,800

 

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

 

931,422

 

80,000

 

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

 

8,660,000

 

 

 

Total Shopping Centers

 

20,631,622

 

 

 

TOTAL PREFERRED STOCKS
(Cost — $89,051,302)

 

91,038,954

 

 

 

TOTAL INVESTMENTS BEFORE SHORT-TERM INVESTMENT
(Cost — $255,152,953)

 

352,428,504

 

 

 

 

 

 

 

Face
Amount

 

 

 

 

 

SHORT-TERM INVESTMENT — 1.8%

 

 

 

Repurchase Agreement — 1.8%

 

 

 

$

6,381,000

 

Interest in $13,682,000 joint tri-party repurchase agreement dated 9/29/06 with Deutsche Bank Securities Inc., 5.300% due 10/2/06; Proceeds at maturity - $6,383,818; (Fully collateralized by U.S. Government Agency Obligation, 6.000% due 9/15/36; Market value - $6,508,620) (Cost — $6,381,000)

 

6,381,000

 

 

 

TOTAL INVESTMENTS — 100.0% (Cost — $261,533,953#)

 

$

358,809,504

 

 


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

(b)    Security is valued in good faith at fair value by or under the direction of the Board of Directors (See Note 1).

(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.

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

 

See Notes to Schedule of Investments.

 

3



Notes to Schedule of Investments (unaudited)

1. Organization and Significant Accounting Policies

 

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

 

The following are significant accounting policies consistently followed by the Fund and are in conformity with U.S. generally accepted accounting principles (“GAAP”).

 

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

 

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

 

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

 

(d) Swap Contracts.  Swaps involve the exchange by the Fund with another party of the respective amounts payable with respect to a notional principal amount related to one or more indices. The Fund may enter into these transactions to preserve a return or spread on a particular investment or portion of its assets, as a duration management technique or to protect against any increase in the price of securities the Fund anticipates purchasing at a later date. The Fund may also use these transactions for speculative purposes, such as to obtain the price performance of a security without actually purchasing the security in circumstances where, for example, the subject security is illiquid, is unavailable for direct investment or available only on less attractive terms.

 

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

 

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

 

(e) 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.

 

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.

 

(f) Security Transactions.  Security transactions are accounted for on a trade date basis.

 

4



 

Notes to Schedule of Investments (unaudited) (continued)

 

2.  Investments

 

At September 30, 2006, the aggregate gross unrealized appreciation and depreciation of investments for federal income tax purposes were substantially as follows:

 

Gross unrealized appreciation

 

$

98,483,192

 

Gross unrealized depreciation

 

(1,207,641

)

Net unrealized appreciation

 

$

97,275,551

 

 

At September 30, 2006, the Fund held the following interest rate swap contracts:

 

Swap Counterparty:

 

Merrill Lynch Capital Services, Inc.

Effective Date:

 

7/22/05

Notional Amount:

 

$30,000,000

Payments Made by Fund:

 

Fixed Rate, 4.44%

Payments Received by Fund:

 

Floating Rate (One-Month LIBOR)

Termination Date:

 

7/22/12

Unrealized Appreciation as of September 30, 2006

 

$783,075

 

 

 

Swap Counterparty:

 

Merrill Lynch Capital Services, Inc.

Effective Date:

 

11/25/02

Notional Amount:

 

$19,500,000

Payments Made by Fund:

 

Fixed Rate, 4.117%

Payments Received by Fund:

 

Floating Rate (One-Month LIBOR)

Termination Date:

 

11/25/09

Unrealized Appreciation as of September 30, 2006

 

$459,971

 

 

 

Swap Counterparty:

 

Merrill Lynch Capital Services, Inc.

Effective Date:

 

11/25/02

Notional Amount:

 

$26,000,000

Payments Made by Fund:

 

Fixed Rate, 3.634%

Payments Received by Fund:

 

Floating Rate (One-Month LIBOR)

Termination Date:

 

11/25/07

Unrealized Appreciation as of September 30, 2006

 

$443,477

 

At September 30, 2006, the Fund had total unrealized appreciation of $1,686,523 from swap contracts.

 

5



 

ITEM 2.                  CONTROLS AND PROCEDURES.

 

(a)           The registrant’s principal executive officer and principal financial officer have concluded that the registrant’s disclosure controls and procedures (as defined in Rule 30a- 3(c) under the Investment Company Act of 1940, as amended (the “1940 Act”)) are effective as of a date within 90 days of the filing date of this report that includes the disclosure required by this paragraph, based on their evaluation of the disclosure controls and procedures required by Rule 30a-3(b) under the 1940 Act and 15d-15(b) under the Securities Exchange Act of 1934.

 

(b)           There were no changes in the registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the 1940 Act) that occurred during the registrant’s last fiscal quarter that have materially affected, or are likely to materially affect the registrant’s internal control over financial reporting.

 

ITEM 3.                  EXHIBITS.

 

Certifications pursuant to Rule 30a-2(a) under the Investment Company Act of 1940, as amended, are attached hereto.

 

6



SIGNATURES

 

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

 

LMP Real Estate Income Fund Inc.

 

 

By /s/

R. Jay Gerken

 

R. Jay Gerken

Chief Executive Officer

 

 

Date: November 28, 2006

 

 

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

 

By /s/

R. Jay Gerken

 

R. Jay Gerken

Chief Executive Officer

 

 

Date: November 28, 2006

 

 

By /s/

Kaprel Ozsolak

 

Kaprel Ozsolak

Chief Financial Officer

 

 

Date: November 28, 2006

 

7