SEC Form N-CSRS filed by LMP Capital and Income Fund Inc.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES
Investment Company Act file number
811-21467
LMP Capital and Income Fund Inc.
(Exact name of registrant as specified in charter)
620 Eighth Avenue, 47th Floor, New York, NY 10018
(Address of principal executive offices) (Zip code)
Marc A. De Oliveira
Franklin Templeton
100 First Stamford Place
Stamford, CT 06902
(Name and address of agent for service)
Registrant’s telephone number, including area code:
1-888-777-0102
Date of fiscal year end: November 30
Date of reporting period: May 31, 2024
ITEM 1. | REPORT TO STOCKHOLDERS. |
The Semi-Annual Report to Stockholders is filed herewith.
The Fund may invest in a broad range of equity and fixed income securities of both U.S. and foreign issuers. The Fund will vary its allocation between equity and fixed income securities depending on the investment manager’s view of economic, market or political conditions, fiscal and monetary policy and security valuation.
Letter from the chairman
|
III
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IV
|
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1
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2
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10
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11
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12
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13
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14
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16
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26
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33
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34
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II
Chairman, President and Chief Executive Officer
III
Performance Snapshot as of May 31, 2024 (unaudited)
|
|
Price Per Share
|
6-Month
Total Return**
|
$16.34 (NAV)
|
14.45
%†
|
$15.24 (Market Price)
|
21.28
%‡
|
IV
Chairman, President and Chief Executive Officer
V
VI
1
Security
|
|
|
|
Shares
|
Value
|
Common Stocks — 88.4%
|
|||||
Communication Services — 3.7%
|
|||||
Interactive Media & Services — 1.8%
|
|||||
Alphabet Inc., Class A Shares
|
9,500
|
$1,638,750
*
|
|||
Meta Platforms Inc., Class A Shares
|
7,500
|
3,501,225
|
|||
Total Interactive Media & Services
|
5,139,975
|
||||
Media — 0.4%
|
|||||
Paramount Global, Class B Shares
|
79,959
|
952,312
|
|||
Wireless Telecommunication Services — 1.5%
|
|||||
T-Mobile US Inc.
|
24,600
|
4,304,016
|
|||
|
|||||
Total Communication Services
|
10,396,303
|
||||
Consumer Discretionary — 1.5%
|
|||||
Household Durables — 1.5%
|
|||||
Lennar Corp., Class A Shares
|
26,600
|
4,265,310
|
|||
|
|||||
Consumer Staples — 8.9%
|
|||||
Beverages — 2.2%
|
|||||
Coca-Cola Co.
|
99,210
|
6,243,285
(a)
|
|||
Consumer Staples Distribution & Retail — 1.0%
|
|||||
Target Corp.
|
17,000
|
2,654,720
|
|||
Food Products — 2.9%
|
|||||
McCormick & Co. Inc., Non Voting Shares
|
53,100
|
3,834,882
|
|||
Nestle SA, ADR
|
40,600
|
4,315,780
|
|||
Total Food Products
|
8,150,662
|
||||
Household Products — 2.8%
|
|||||
Colgate-Palmolive Co.
|
41,400
|
3,848,544
(a)
|
|||
Procter & Gamble Co.
|
24,760
|
4,074,011
(a)
|
|||
Total Household Products
|
7,922,555
|
||||
|
|||||
Total Consumer Staples
|
24,971,222
|
||||
Energy — 5.4%
|
|||||
Oil, Gas & Consumable Fuels — 5.4%
|
|||||
Enbridge Inc.
|
41,960
|
1,534,897
|
|||
ONEOK Inc.
|
119,779
|
9,702,099
(a)
|
|||
Williams Cos. Inc.
|
96,740
|
4,015,677
(a)
|
|||
|
|||||
Total Energy
|
15,252,673
|
||||
Financials — 11.9%
|
|||||
Banks — 3.5%
|
|||||
JPMorgan Chase & Co.
|
39,480
|
7,999,832
(a)
|
|||
US Bancorp
|
40,700
|
1,650,385
|
|||
Total Banks
|
9,650,217
|
2
Security
|
|
|
|
Shares
|
Value
|
|
|||||
Capital Markets — 7.2%
|
|||||
Blackstone Inc.
|
99,310
|
$11,966,855
(a)
|
|||
Blue Owl Capital Inc.
|
394,200
|
7,091,658
|
|||
Intercontinental Exchange Inc.
|
8,230
|
1,101,997
|
|||
Total Capital Markets
|
20,160,510
|
||||
Insurance — 0.5%
|
|||||
Chubb Ltd.
|
5,590
|
1,513,884
|
|||
Mortgage Real Estate Investment Trusts (REITs) — 0.7%
|
|||||
AGNC Investment Corp.
|
194,900
|
1,869,091
|
|||
|
|||||
Total Financials
|
33,193,702
|
||||
Health Care — 8.5%
|
|||||
Biotechnology — 2.2%
|
|||||
AbbVie Inc.
|
29,900
|
4,821,076
|
|||
Amgen Inc.
|
4,290
|
1,312,096
|
|||
Total Biotechnology
|
6,133,172
|
||||
Pharmaceuticals — 6.3%
|
|||||
Eli Lilly & Co.
|
3,700
|
3,035,258
|
|||
Johnson & Johnson
|
29,856
|
4,378,980
(a)
|
|||
Merck & Co. Inc.
|
64,600
|
8,109,884
(a)
|
|||
Pfizer Inc.
|
71,008
|
2,035,089
|
|||
Total Pharmaceuticals
|
17,559,211
|
||||
|
|||||
Total Health Care
|
23,692,383
|
||||
Industrials — 8.7%
|
|||||
Aerospace & Defense — 2.8%
|
|||||
L3Harris Technologies Inc.
|
14,700
|
3,305,001
(a)
|
|||
Lockheed Martin Corp.
|
9,878
|
4,646,019
(a)
|
|||
Total Aerospace & Defense
|
7,951,020
|
||||
Air Freight & Logistics — 0.6%
|
|||||
United Parcel Service Inc., Class B Shares
|
11,360
|
1,578,245
(a)
|
|||
Electrical Equipment — 1.0%
|
|||||
Emerson Electric Co.
|
25,720
|
2,884,755
(a)
|
|||
Ground Transportation — 2.2%
|
|||||
Union Pacific Corp.
|
25,900
|
6,030,038
(a)
|
|||
Machinery — 1.9%
|
|||||
Otis Worldwide Corp.
|
54,510
|
5,407,392
(a)
|
|||
Professional Services — 0.2%
|
|||||
Paychex Inc.
|
5,170
|
621,227
(a)
|
|||
|
|||||
Total Industrials
|
24,472,677
|
3
Security
|
|
|
|
Shares
|
Value
|
|
|||||
Information Technology — 23.4%
|
|||||
Electronic Equipment, Instruments & Components — 0.8%
|
|||||
Amphenol Corp., Class A Shares
|
16,300
|
$2,157,631
|
|||
Semiconductors & Semiconductor Equipment — 10.7%
|
|||||
ASML Holding NV, Registered Shares
|
2,600
|
2,496,910
|
|||
Broadcom Inc.
|
8,067
|
10,717,413
(a)
|
|||
Marvell Technology Inc.
|
60,300
|
4,149,243
(a)
|
|||
NXP Semiconductors NV
|
4,240
|
1,153,704
|
|||
QUALCOMM Inc.
|
33,740
|
6,884,647
(a)
|
|||
Texas Instruments Inc.
|
23,000
|
4,485,230
|
|||
Total Semiconductors & Semiconductor Equipment
|
29,887,147
|
||||
Software — 6.7%
|
|||||
Microsoft Corp.
|
32,230
|
13,379,640
(a)
|
|||
Oracle Corp.
|
30,590
|
3,584,842
(a)
|
|||
Salesforce Inc.
|
8,100
|
1,898,964
|
|||
Total Software
|
18,863,446
|
||||
Technology Hardware, Storage & Peripherals — 5.2%
|
|||||
Apple Inc.
|
75,230
|
14,462,967
(a)
|
|||
|
|||||
Total Information Technology
|
65,371,191
|
||||
Materials — 0.5%
|
|||||
Chemicals — 0.5%
|
|||||
Huntsman Corp.
|
60,050
|
1,489,240
(a)
|
|||
|
|||||
Real Estate — 9.7%
|
|||||
Health Care REITs — 0.2%
|
|||||
Global Medical REIT Inc.
|
72,500
|
673,525
|
|||
Industrial REITs — 1.2%
|
|||||
Prologis Inc.
|
29,700
|
3,281,553
(a)
|
|||
Office REITs — 0.6%
|
|||||
Boston Properties Inc.
|
25,500
|
1,547,085
|
|||
Residential REITs — 2.6%
|
|||||
American Homes 4 Rent, Class A Shares
|
113,800
|
4,101,352
(a)
|
|||
Equity LifeStyle Properties Inc.
|
51,730
|
3,247,092
|
|||
Total Residential REITs
|
7,348,444
|
||||
Specialized REITs — 5.1%
|
|||||
American Tower Corp.
|
26,490
|
5,185,153
(a)
|
|||
Digital Realty Trust Inc.
|
17,400
|
2,528,916
(a)
|
|||
Equinix Inc.
|
4,110
|
3,135,848
(a)
|
|||
Gaming and Leisure Properties Inc.
|
74,677
|
3,352,997
(a)
|
|||
Total Specialized REITs
|
14,202,914
|
||||
|
|||||
Total Real Estate
|
27,053,521
|
4
Security
|
|
|
|
Shares
|
Value
|
|
|||||
Utilities — 6.2%
|
|||||
Electric Utilities — 2.4%
|
|||||
PPL Corp.
|
229,900
|
$6,742,967
(a)
|
|||
Multi-Utilities — 3.8%
|
|||||
DTE Energy Co.
|
43,825
|
5,106,927
|
|||
Sempra
|
72,360
|
5,573,891
(a)
|
|||
Total Multi-Utilities
|
10,680,818
|
||||
|
|||||
Total Utilities
|
17,423,785
|
||||
Total Common Stocks (Cost — $168,405,152)
|
247,582,007
|
||||
|
|
|
|
Shares/Units
|
|
Master Limited Partnerships — 21.3%
|
|||||
Diversified Energy Infrastructure — 13.9%
|
|||||
Energy Transfer LP
|
1,087,280
|
17,037,678
(a)
|
|||
Enterprise Products Partners LP
|
472,780
|
13,474,230
(a)
|
|||
Plains GP Holdings LP, Class A Shares
|
463,340
|
8,344,753
*
|
|||
Total Diversified Energy Infrastructure
|
38,856,661
|
||||
Oil/Refined Products — 5.0%
|
|||||
CrossAmerica Partners LP
|
101,729
|
2,062,047
|
|||
MPLX LP
|
188,500
|
7,668,180
(a)
|
|||
Sunoco LP
|
81,658
|
4,164,558
(a)
|
|||
Total Oil/Refined Products
|
13,894,785
|
||||
Petrochemicals — 2.0%
|
|||||
Westlake Chemical Partners LP
|
239,536
|
5,597,956
(a)
|
|||
Power Generation — 0.4%
|
|||||
NextEra Energy Partners LP
|
37,500
|
1,264,125
|
|||
|
|||||
Total Master Limited Partnerships (Cost — $18,461,123)
|
59,613,527
|
||||
|
|
Rate
|
|
Shares
|
|
Convertible Preferred Stocks — 6.6%
|
|||||
Financials — 3.3%
|
|||||
Financial Services — 3.3%
|
|||||
Apollo Global Management Inc.
|
6.750%
|
|
142,451
|
9,247,919
|
|
|
|||||
Utilities — 3.3%
|
|||||
Electric Utilities — 3.3%
|
|||||
NextEra Energy Inc.
|
6.926%
|
|
202,400
|
9,199,080
|
|
|
|||||
Total Convertible Preferred Stocks (Cost — $14,730,072)
|
18,446,999
|
5
Security
|
|
Rate
|
Maturity
Date
|
Face
Amount
|
Value
|
Corporate Bonds & Notes — 5.4%
|
|||||
Communication Services — 0.9%
|
|||||
Entertainment — 0.3%
|
|||||
Netflix Inc., Senior Notes
|
5.375%
|
11/15/29
|
$400,000
|
$402,814
(b)
|
|
Walt Disney Co., Senior Notes
|
2.000%
|
9/1/29
|
600,000
|
517,471
|
|
Total Entertainment
|
920,285
|
||||
Interactive Media & Services — 0.1%
|
|||||
Match Group Holdings II LLC, Senior Notes
|
3.625%
|
10/1/31
|
350,000
|
291,796
(b)
|
|
Media — 0.3%
|
|||||
Comcast Corp., Senior Notes
|
4.250%
|
10/15/30
|
550,000
|
523,726
|
|
Fox Corp., Senior Notes
|
6.500%
|
10/13/33
|
400,000
|
418,110
|
|
Total Media
|
941,836
|
||||
Wireless Telecommunication Services — 0.2%
|
|||||
T-Mobile USA Inc., Senior Notes
|
3.875%
|
4/15/30
|
500,000
|
464,873
|
|
|
|||||
Total Communication Services
|
2,618,790
|
||||
Consumer Discretionary — 0.8%
|
|||||
Automobiles — 0.2%
|
|||||
Ford Motor Co., Senior Notes
|
3.250%
|
2/12/32
|
550,000
|
452,347
|
|
General Motors Financial Co. Inc., Senior Notes
|
4.350%
|
1/17/27
|
250,000
|
243,601
|
|
Total Automobiles
|
695,948
|
||||
Broadline Retail — 0.2%
|
|||||
Amazon.com Inc., Senior Notes
|
2.100%
|
5/12/31
|
550,000
|
460,113
|
|
Hotels, Restaurants & Leisure — 0.3%
|
|||||
Hilton Domestic Operating Co. Inc., Senior Notes
|
5.375%
|
5/1/25
|
400,000
|
398,980
(b)
|
|
Royal Caribbean Cruises Ltd., Senior Notes
|
7.250%
|
1/15/30
|
400,000
|
413,456
(b)
|
|
Total Hotels, Restaurants & Leisure
|
812,436
|
||||
Specialty Retail — 0.1%
|
|||||
Home Depot Inc., Senior Notes
|
2.700%
|
4/15/30
|
300,000
|
264,794
|
|
|
|||||
Total Consumer Discretionary
|
2,233,291
|
||||
Consumer Staples — 0.4%
|
|||||
Food Products — 0.3%
|
|||||
Darling Ingredients Inc., Senior Notes
|
5.250%
|
4/15/27
|
250,000
|
243,495
(b)
|
|
Lamb Weston Holdings Inc., Senior Notes
|
4.375%
|
1/31/32
|
550,000
|
486,173
(b)
|
|
Total Food Products
|
729,668
|
||||
Personal Care Products — 0.1%
|
|||||
Kenvue Inc., Senior Notes
|
4.900%
|
3/22/33
|
400,000
|
393,497
|
|
|
|||||
Total Consumer Staples
|
1,123,165
|
6
Security
|
|
Rate
|
Maturity
Date
|
Face
Amount
|
Value
|
|
|||||
Financials — 1.3%
|
|||||
Banks — 1.0%
|
|||||
Bank of America Corp., Senior Notes (5.015% to
7/22/32 then SOFR + 2.160%)
|
5.015%
|
7/22/33
|
$600,000
|
$584,812
(c)
|
|
Citigroup Inc., Subordinated Notes (6.174% to
5/25/33 then SOFR + 2.661%)
|
6.174%
|
5/25/34
|
700,000
|
711,218
(c)
|
|
JPMorgan Chase & Co., Subordinated Notes
(5.717% to 9/14/32 then SOFR + 2.580%)
|
5.717%
|
9/14/33
|
700,000
|
708,242
(c)
|
|
Truist Financial Corp., Senior Notes (5.711% to
1/24/34 then SOFR + 1.922%)
|
5.711%
|
1/24/35
|
300,000
|
298,221
(c)
|
|
Wells Fargo & Co., Senior Notes (4.897% to
7/25/32 then SOFR + 2.100%)
|
4.897%
|
7/25/33
|
500,000
|
478,634
(c)
|
|
Total Banks
|
2,781,127
|
||||
Capital Markets — 0.0%††
|
|||||
Daimler Truck Finance North America LLC,
Senior Notes
|
5.200%
|
1/17/25
|
200,000
|
199,353
(b)
|
|
Consumer Finance — 0.2%
|
|||||
American Express Co., Senior Notes (5.043% to
5/1/33 then SOFR + 1.835%)
|
5.043%
|
5/1/34
|
500,000
|
488,902
(c)
|
|
Financial Services — 0.1%
|
|||||
Boost Newco Borrower LLC, Senior Secured
Notes
|
7.500%
|
1/15/31
|
250,000
|
259,293
(b)
|
|
|
|||||
Total Financials
|
3,728,675
|
||||
Health Care — 1.2%
|
|||||
Biotechnology — 0.2%
|
|||||
Amgen Inc., Senior Notes
|
5.250%
|
3/2/33
|
550,000
|
546,040
|
|
Health Care Providers & Services — 0.8%
|
|||||
Centene Corp., Senior Notes
|
3.000%
|
10/15/30
|
600,000
|
510,611
|
|
Cigna Group, Senior Notes
|
2.400%
|
3/15/30
|
348,000
|
298,886
|
|
CVS Health Corp., Senior Notes
|
3.750%
|
4/1/30
|
600,000
|
548,032
|
|
HCA Inc., Senior Notes
|
5.625%
|
9/1/28
|
400,000
|
402,268
|
|
UnitedHealth Group Inc., Senior Notes
|
5.000%
|
10/15/24
|
500,000
|
499,337
|
|
Total Health Care Providers & Services
|
2,259,134
|
||||
Pharmaceuticals — 0.2%
|
|||||
Pfizer Investment Enterprises Pte Ltd., Senior
Notes
|
4.750%
|
5/19/33
|
550,000
|
532,028
|
|
|
|||||
Total Health Care
|
3,337,202
|
||||
Industrials — 0.5%
|
|||||
Aerospace & Defense — 0.2%
|
|||||
Northrop Grumman Corp., Senior Notes
|
4.750%
|
6/1/43
|
500,000
|
448,174
|
7
Security
|
|
Rate
|
Maturity
Date
|
Face
Amount
|
Value
|
|
|||||
Ground Transportation — 0.1%
|
|||||
XPO Inc., Senior Secured Notes
|
6.250%
|
6/1/28
|
$350,000
|
$349,600
(b)
|
|
Trading Companies & Distributors — 0.2%
|
|||||
United Rentals North America Inc., Senior Notes
|
3.750%
|
1/15/32
|
500,000
|
427,889
|
|
|
|||||
Total Industrials
|
1,225,663
|
||||
Materials — 0.3%
|
|||||
Containers & Packaging — 0.1%
|
|||||
Ball Corp., Senior Notes
|
3.125%
|
9/15/31
|
550,000
|
462,203
|
|
Metals & Mining — 0.2%
|
|||||
Freeport-McMoRan Inc., Senior Notes
|
5.450%
|
3/15/43
|
500,000
|
471,005
|
|
|
|||||
Total Materials
|
933,208
|
||||
Total Corporate Bonds & Notes (Cost — $15,353,646)
|
15,199,994
|
||||
|
|
|
|
Shares
|
|
Investments in Underlying Funds — 2.2%
|
|||||
Ares Capital Corp. (Cost — $5,260,817)
|
286,890
|
6,188,217
(a)(d)
|
|||
Total Investments before Short-Term Investments (Cost — $222,210,810)
|
347,030,744
|
||||
|
|
Rate
|
|
|
|
Short-Term Investments — 0.6%
|
|||||
Dreyfus Government Cash Management,
Institutional Shares
|
5.212%
|
|
61,102
|
61,102
(e)
|
|
JPMorgan 100% U.S. Treasury Securities Money
Market Fund, Institutional Class
|
5.153%
|
|
1,501,875
|
1,501,875
(e)
|
|
|
|||||
Total Short-Term Investments (Cost — $1,562,977)
|
1,562,977
|
||||
Total Investments — 124.5% (Cost — $223,773,787)
|
348,593,721
|
||||
Liabilities in Excess of Other Assets — (24.5)%
|
(68,610,103
)
|
||||
Total Net Assets — 100.0%
|
$279,983,618
|
††
|
Represents less than 0.1%.
|
*
|
Non-income producing security.
|
(a)
|
All or a portion of this security is pledged as collateral pursuant to the loan agreement (Note 5).
|
(b)
|
Security is exempt from registration under Rule 144A of the Securities Act of 1933.
This security may be resold in
transactions that are exempt from registration, normally to qualified institutional
buyers. This security has been
deemed liquid pursuant to guidelines approved by the Board of Directors.
|
(c)
|
Variable rate security. Interest rate disclosed is as of the most recent information
available. Certain variable rate
securities are not based on a published reference rate and spread but are determined
by the issuer or agent and
are based on current market conditions. These securities do not indicate a reference
rate and spread in their
description above.
|
(d)
|
Security is a business development company (Note 1).
|
(e)
|
Rate shown is one-day yield as of the end of the reporting period.
|
8
Abbreviation(s) used in this schedule:
|
||
ADR
|
—
|
American Depositary Receipts
|
REIT
|
—
|
Real Estate Investment Trust
|
SOFR
|
—
|
Secured Overnight Financing Rate
|
9
Assets:
|
|
Investments, at value (Cost — $223,773,787)
|
$348,593,721
|
Dividends and interest receivable
|
664,521
|
Prepaid expenses
|
7,734
|
Total Assets
|
349,265,976
|
Liabilities:
|
|
Loan payable (Note 5)
|
67,000,000
|
Distributions payable
|
1,936,571
|
Investment management fee payable
|
249,018
|
Interest and commitment fees payable
|
11,434
|
Accrued expenses
|
85,335
|
Total Liabilities
|
69,282,358
|
Total Net Assets
|
$279,983,618
|
Net Assets:
|
|
Par value ($0.001 par value; 17,137,794 shares issued and outstanding; 100,000,000
shares
authorized)
|
$17,138
|
Paid-in capital in excess of par value
|
155,724,872
|
Total distributable earnings (loss)
|
124,241,608
|
Total Net Assets
|
$279,983,618
|
Shares Outstanding
|
17,137,794
|
Net Asset Value
|
$16.34
|
10
Investment Income:
|
|
Dividends and distributions
|
$5,770,892
|
Interest
|
382,484
|
Less: Foreign taxes withheld
|
(47,095
)
|
Total Investment Income
|
6,106,281
|
Expenses:
|
|
Interest expense (Note 5)
|
2,063,671
|
Investment management fee (Note 2)
|
1,435,793
|
Directors’ fees
|
63,827
|
Legal fees
|
36,429
|
Shareholder reports
|
35,222
|
Transfer agent fees
|
33,580
|
Audit and tax fees
|
33,450
|
Fund accounting fees
|
16,464
|
Stock exchange listing fees
|
6,258
|
Commitment fees (Note 5)
|
4,859
|
Insurance
|
1,193
|
Custody fees
|
701
|
Miscellaneous expenses
|
5,762
|
Total Expenses
|
3,737,209
|
Net Investment Income
|
2,369,072
|
Realized and Unrealized Gain (Loss) on Investments and Foreign Currency Transactions
(Notes 1 and 3):
|
|
Net Realized Gain From:
|
|
Investment transactions
|
15,350,604
|
Foreign currency transactions
|
465
|
Net Realized Gain
|
15,351,069
|
Change in Net Unrealized Appreciation (Depreciation) From:
|
|
Investments
|
18,453,947
|
Foreign currencies
|
(317
)
|
Change in Net Unrealized Appreciation (Depreciation)
|
18,453,630
|
Net Gain on Investments and Foreign Currency Transactions
|
33,804,699
|
Increase in Net Assets From Operations
|
$36,173,771
|
11
For the Six Months Ended May 31, 2024 (unaudited)
and the Year Ended November 30, 2023
|
2024
|
2023
|
Operations:
|
|
|
Net investment income
|
$2,369,072
|
$555,468
|
Net realized gain
|
15,351,069
|
20,364,976
|
Change in net unrealized appreciation (depreciation)
|
18,453,630
|
4,390,857
|
Increase in Net Assets From Operations
|
36,173,771
|
25,311,301
|
Distributions to Shareholders From (Note 1):
|
|
|
Total distributable earnings
|
(11,619,424
)
|
(12,082,296
)
|
Return of capital
|
—
|
(11,068,806
)
|
Decrease in Net Assets From Distributions to Shareholders
|
(11,619,424
)
|
(23,151,102
)
|
Fund Share Transactions:
|
|
|
Cost of shares repurchased (0 and 267,305 shares repurchased,
respectively) (Note 7)
|
—
|
(3,265,764
)
|
Decrease in Net Assets From Fund Share Transactions
|
—
|
(3,265,764
)
|
Increase (Decrease) in Net Assets
|
24,554,347
|
(1,105,565
)
|
Net Assets:
|
|
|
Beginning of period
|
255,429,271
|
256,534,836
|
End of period
|
$279,983,618
|
$255,429,271
|
12
Increase (Decrease) in Cash:
|
|
Cash Flows from Operating Activities:
|
|
Net increase in net assets resulting from operations
|
$36,173,771
|
Adjustments to reconcile net increase in net assets resulting from operations to net
cash
provided (used) by operating activities:
|
|
Purchases of portfolio securities
|
(57,685,999
)
|
Sales of portfolio securities
|
56,891,494
|
Net purchases, sales and maturities of short-term investments
|
2,822,782
|
Net amortization of premium (accretion of discount)
|
(50,857
)
|
Return of capital
|
1,271,470
|
Securities litigation proceeds
|
51,687
|
Increase in dividends and interest receivable
|
(8,929
)
|
Increase in prepaid expenses
|
(5,049
)
|
Increase in investment management fee payable
|
33,712
|
Decrease in Directors’ fees payable
|
(11,142
)
|
Increase in interest and commitment fees payable
|
1,045
|
Decrease in accrued expenses
|
(60,010
)
|
Net realized gain on investments
|
(15,350,604
)
|
Change in net unrealized appreciation (depreciation) of investments
|
(18,453,947
)
|
Net Cash Provided in Operating Activities*
|
5,619,424
|
Cash Flows from Financing Activities:
|
|
Distributions paid on common stock
|
(11,619,424
)
|
Proceeds from loan facility borrowings
|
6,000,000
|
Net Cash Used by Financing Activities
|
(5,619,424
)
|
Cash and restricted cash at beginning of period
|
—
|
Cash and restricted cash at end of period
|
—
|
*
|
Included in operating expenses is $2,067,485 paid for interest and commitment fees
on borrowings.
|
|
May 31, 2024
|
Cash
|
—
|
Restricted cash
|
—
|
Total cash and restricted cash shown in the Statement of Cash Flows
|
—
|
13
For a share of capital stock outstanding throughout each year ended November 30,
unless otherwise noted:
|
||||||
|
20241,2
|
20231
|
20221
|
20211
|
20201
|
20191
|
Net asset value, beginning of period
|
$14.90
|
$14.74
|
$15.93
|
$13.12
|
$15.60
|
$14.24
|
Income (loss) from operations:
|
||||||
Net investment income
|
0.14
|
0.03
|
0.37
|
0.50
|
0.56
|
0.44
|
Net realized and unrealized gain (loss)
|
1.98
|
1.45
|
(0.55
)
|
3.33
|
(1.80
)
|
2.16
|
Total income (loss) from
operations
|
2.12
|
1.48
|
(0.18)
|
3.83
|
(1.24)
|
2.60
|
Less distributions from:
|
|
|
|
|
|
|
Net investment income
|
(0.68
)3
|
(0.71
)
|
(0.33
)
|
(0.52
)
|
(0.46
)
|
(0.45
)
|
Return of capital
|
—
|
(0.64
)
|
(0.71
)
|
(0.52
)
|
(0.78
)
|
(0.79
)
|
Total distributions
|
(0.68
)
|
(1.35
)
|
(1.04
)
|
(1.04
)
|
(1.24
)
|
(1.24
)
|
Anti-dilutive impact of repurchase plan
|
—
|
0.03
4
|
0.03
4
|
0.02
4
|
—
|
—
|
Capital contributions
|
—
|
—
|
—
|
—
|
0.00
5
|
—
|
Net asset value, end of period
|
$16.34
|
$14.90
|
$14.74
|
$15.93
|
$13.12
|
$15.60
|
Market price, end of period
|
$15.24
|
$13.16
|
$13.04
|
$14.27
|
$11.33
|
$14.62
|
Total return, based on NAV6,7
|
14.45
%
|
11.18
%
|
(0.71
)%
|
30.38
%
|
(5.82
)%8
|
19.45
%
|
Total return, based on Market Price9
|
21.28
%
|
12.51
%
|
(1.32
)%
|
36.28
%
|
(12.83
)%
|
29.56
%
|
Net assets, end of period (millions)
|
$280
|
$255
|
$257
|
$282
|
$236
|
$281
|
Ratios to average net assets:
|
||||||
Gross expenses
|
2.75
%10
|
2.62
%
|
1.67
%
|
1.33
%
|
1.65
%
|
2.18
%
|
Net expenses
|
2.75
10
|
2.62
|
1.67
|
1.33
|
1.65
11
|
2.11
11
|
Net investment income
|
1.75
10
|
0.22
|
2.45
|
3.35
|
4.40
|
2.98
|
Portfolio turnover rate
|
17
%
|
41
%
|
16
%
|
33
%
|
52
%
|
36
%
|
Supplemental data:
|
|
|
|
|
|
|
Loan Outstanding, End of Period (000s)
|
$67,000
|
$61,000
|
$61,000
|
$61,000
|
$55,000
|
$82,000
|
Asset Coverage Ratio for Loan
Outstanding12
|
518
%
|
519
%
|
521
%
|
562
%
|
529
%
|
442
%
|
Asset Coverage, per $1,000 Principal
Amount of Loan Outstanding12
|
$5,179
|
$5,187
|
$5,205
|
$5,619
|
$5,289
|
$4,421
|
Weighted Average Loan (000s)
|
$66,344
|
$61,000
|
$61,000
|
$57,663
|
$62,973
|
$82,548
|
Weighted Average Interest Rate on
Loan
|
6.12
%
|
5.60
%
|
2.03
%
|
0.79
%
|
1.44
%
|
2.98
%
|
14
1
|
Per share amounts have been calculated using the average shares method.
|
2
|
For the six months ended May 31, 2024 (unaudited).
|
3
|
The actual source of the Fund’s current fiscal year distributions may be from net investment income, return of
capital or a combination of both. Shareholders will be informed of the tax characteristics
of the distributions after
the close of the fiscal year.
|
4
|
The repurchase plan was completed at an average repurchase price of $12.22 for 267,305
shares and $3,265,764
for the year ended November 30, 2023, $14.15 for 281,609 shares and $3,984,968 for
the year ended November 30,
2022 and $14.15 for 296,622 shares and $4,197,215 for the year ended November 30,
2021.
|
5
|
Amount represents less than $0.005 or greater than $(0.005) per share.
|
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
|
Includes the effect of a capital contribution. Absent the capital contribution, the
total return would have been
unchanged.
|
9
|
The total return calculation assumes that distributions are reinvested in accordance with the Fund’s dividend
reinvestment plan. Past performance is no guarantee of future results. Total returns
for periods of less than one
year are not annualized.
|
10
|
Annualized.
|
11
|
Reflects fee waivers and/or expense reimbursements.
|
12
|
Represents value of net assets plus the loan outstanding at the end of the period
divided by the loan outstanding
at the end of the period.
|
15
16
17
ASSETS
|
||||
Description
|
Quoted Prices
(Level 1)
|
Other Significant
Observable Inputs
(Level 2)
|
Significant
Unobservable
Inputs
(Level 3)
|
Total
|
Long-Term Investments†:
|
|
|
|
|
Common Stocks
|
$247,582,007
|
—
|
—
|
$247,582,007
|
Master Limited Partnerships
|
59,613,527
|
—
|
—
|
59,613,527
|
Convertible Preferred Stocks
|
18,446,999
|
—
|
—
|
18,446,999
|
Corporate Bonds & Notes
|
—
|
$15,199,994
|
—
|
15,199,994
|
Investments in Underlying
Funds
|
6,188,217
|
—
|
—
|
6,188,217
|
Total Long-Term Investments
|
331,830,750
|
15,199,994
|
—
|
347,030,744
|
Short-Term Investments†
|
1,562,977
|
—
|
—
|
1,562,977
|
Total Investments
|
$333,393,727
|
$15,199,994
|
—
|
$348,593,721
|
†
|
See Schedule of Investments for additional detailed categorizations.
|
18
19
20
21
The Fund, and entities in which the Fund invests, may be subject to audit by the Internal Revenue Service or other applicable tax authorities. The Fund’s taxable income or tax liability for prior taxable years could be adjusted if there is an audit of the Fund, or of any entity that is treated as a partnership for tax purposes in which the Fund holds an equity interest. The Fund may be required to pay a fund-level tax as a result of such an adjustment or may pay a “deficiency dividend” to its current shareholders in order to avoid a fund-level tax associated with the adjustment. The Fund could also be required to pay interest and penalties in connection with such an adjustment.
22
Purchases
|
$57,685,999
|
Sales
|
56,891,494
|
|
Cost
|
Gross
Unrealized
Appreciation
|
Gross
Unrealized
Depreciation
|
Net
Unrealized
Appreciation
|
Securities
|
$223,773,787
|
$132,182,952
|
$(7,363,018)
|
$124,819,934
|
23
Record Date
|
Payable Date
|
Amount
|
5/23/2024
|
6/3/2024
|
$0.1130
|
6/21/2024
|
7/1/2024
|
$0.1130
|
7/24/2024
|
8/1/2024
|
$0.1130
|
8/23/2024
|
9/3/2024
|
$0.1130
|
24
Since the commencement of the stock repurchase program through May 31, 2024, the Fund repurchased 845,536 shares or 4.70% of its common shares outstanding for a total amount of $11,447,947.
25
26
27
28
29
30
31
32
Nominees
|
FOR
|
WITHHELD
|
ABSTAIN
|
Carol L. Colman
|
13,766,488
|
383,939
|
200,403
|
Daniel P. Cronin
|
13,732,846
|
390,708
|
227,276
|
Paolo M. Cucchi
|
13,674,229
|
443,663
|
232,938
|
Eileen A. Kamerick
Nisha Kumar
Jane Trust
FOR
|
AGAINST
|
ABSTAIN
|
BROKER NON-VOTES
|
13,952,383
|
142,267
|
256,180
|
N/A
|
33
34
35
Chairman
President and Chief Executive
Officer
Treasurer and Principal Financial
Officer
Chief Compliance Officer
Secretary and Chief Legal Officer
Senior Vice President
Senior Vice President
47th Floor
New York, NY 10018
P.O. Box 43006
Providence, RI 02940-3078
public accounting firm
Baltimore, MD
900 G Street NW
Washington, DC 20001
Exchange Symbol
Your Privacy and the Security of Your Personal Information is Very Important to Us
620 Eighth Avenue
47th Floor
New York, NY 10018
P.O. Box 43006
Providence, RI 02940-3078
ITEM 2. | CODE OF ETHICS. |
Not applicable.
ITEM 3. | AUDIT COMMITTEE FINANCIAL EXPERT. |
Not applicable.
ITEM 4. | PRINCIPAL ACCOUNTANT FEES AND SERVICES. |
Not applicable.
ITEM 5. | AUDIT COMMITTEE OF LISTED REGISTRANTS. |
Not applicable.
ITEM 6. | SCHEDULE OF INVESTMENTS. |
Included herein under Item 1.
ITEM 7. | FINANCIAL STATEMENTS AND FINANCIAL HIGHLIGHTS FOR OPEN-END MANAGEMENT INVESTMENT COMPANIES. |
Not applicable.
ITEM 8. | CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS FOR OPEN-END MANAGEMENT INVESTMENT COMPANIES. |
Not applicable.
ITEM 9. | PROXY DISCLOSURES FOR OPEN-END MANAGEMENT INVESTMENT COMPANIES. |
Not applicable.
ITEM 10. | REMUNERATION PAID TO DIRECTORS, OFFICERS, AND OTHERS OF OPEN-END MANAGEMENT INVESTMENT COMPANIES. |
Not applicable.
ITEM 11. | STATEMENT REGARDING BASIS FOR APPROVAL OF INVESTMENT ADVISORY CONTRACT. |
Not applicable.
ITEM 12. | DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES. |
Not applicable.
ITEM 13. | PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES. |
On March 1, 2024, Christopher Kilpatrick became part of the portfolio management team of the Fund.
NAME AND ADDRESS |
LENGTH OF TIME SERVED | PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS | ||
Christopher F. Kilpatrick Western Asset 385 East Colorado Blvd. Pasadena, CA 91101 |
Since March 1, 2024 | Responsible for the day-to-day management with other members of the Fund’s portfolio management team; employed by Western Asset Management as an investment professional for at least the past five years. |
The following tables set forth certain additional information with respect to the above named fund's investment professional responsible for the day-to-day management with other members of the Fund’s portfolio management team for the fund. Unless noted otherwise, all information is provided as of May 31, 2024.
Other Accounts Managed by Investment Professional
The table below identifies the number of accounts (other than the fund) for which the below named fund's investment professional has day-to-day management responsibilities and the total assets in such accounts, within each of the following categories: registered investment companies, other pooled investment vehicles, and other accounts. For each category, the number of accounts and total assets in the accounts where fees are based on performance is also indicated.
Name of PM | Type of Account | Number of Accounts Managed | Total Assets Managed | Number of Accounts Managed for which Advisory Fee is Performance-Based | Assets Managed for which Advisory Fee is Performance-Based |
Christopher Kilpatrick‡ | Other Registered Investment Companies | 8 | $3.29 billion | None | None |
Other Pooled Vehicles | 6 | $483 million | 3 | $326 million | |
Other Accounts | None | None | None | None |
‡ | The numbers above reflect the overall number of portfolios managed by employees of Western Asset Management Company (“Western Asset”). Western Asset’s investment discipline emphasizes a team approach that combines the efforts of groups of specialists working in different market sectors. They are responsible for overseeing implementation of Western Asset’s overall investment ideas and coordinating the work of the various sector teams. This structure ensures that client portfolios benefit from a consensus that draws on the expertise of all team members. |
(a)(3): As of May 31, 2024 : Investment Professional Compensation
Conflicts of Interest
The Subadviser has adopted compliance policies and procedures to address a wide range of potential conflicts of interest that could directly impact client portfolios. For example, potential conflicts of interest may arise in connection with the management of multiple portfolios (including portfolios managed in a personal capacity). These could include potential conflicts of interest related to the knowledge and timing of a portfolio’s trades, investment opportunities and broker selection. Portfolio managers are privy to the size, timing, and possible market impact of a portfolio’s trades.
It is possible that an investment opportunity may be suitable for both a portfolio and other accounts managed by a portfolio manager, but may not be available in sufficient quantities for both the portfolio and the other accounts to participate fully. Similarly, there may be limited opportunity to sell an investment held by a portfolio and another account. A conflict may arise where the portfolio manager may have an incentive to treat an account preferentially as compared to a portfolio because the account pays a performance-based fee or the portfolio manager, the Subadviser or an affiliate has an interest in the account. The Subadviser has adopted procedures for allocation of portfolio transactions and investment opportunities across multiple client accounts on a fair and equitable basis over time. Eligible accounts that can participate in a trade generally share the same price on a pro-rata allocation basis, taking into account differences based on factors such as cash availability, investment restrictions and guidelines, and portfolio composition versus strategy.
With respect to securities transactions, the Subadviser determines which broker or dealer to use to execute each order, consistent with their duty to seek best execution of the transaction. However, with respect to certain other accounts (such as pooled investment vehicles that are not registered investment companies and other accounts managed for organizations and individuals), the Subadviser may be limited by the client with respect to the selection of brokers or dealers or may be instructed to direct trades through a particular broker or dealer. In these cases, trades for a portfolio in a particular security may be placed separately from, rather than aggregated with, such other accounts. Having separate transactions with respect to a security may temporarily affect the market price of the security or the execution of the transaction, or both, to the possible detriment of a portfolio or the other account(s) involved. Additionally, the management of multiple portfolios and/or other accounts may result in a portfolio manager devoting unequal time and attention to the management of each portfolio and/or other account. The Subadviser’s team approach to portfolio management and block trading approach seeks to limit this potential risk.
The Subadviser also maintains a gift and entertainment policy to address the potential for a business contact to give gifts or host entertainment events that may influence the business judgment of an employee. Employees are permitted to retain gifts of only a nominal value and are required to make reimbursement for entertainment events above a certain value. All gifts (except those of a de minimis value) and entertainment events that are given or sponsored by a business contact are required to be reported in a gift and entertainment log which is reviewed on a regular basis for possible issues.
Employees of the Subadviser have access to transactions and holdings information regarding client accounts and the Subadviser’s overall trading activities. This information represents a potential conflict of interest because employees may take advantage of this information as they trade in their personal accounts. Accordingly, the Subadviser maintains a Code of Ethics that is compliant with Rule 17j-1 under the 1940 Act and Rule 204A-1 under the Advisers Act to address personal trading. In addition, the Code of Ethics seeks to establish broader principles of good conduct and fiduciary responsibility in all aspects of the Subadviser’s business. The Code of Ethics is administered by the Legal and Compliance Department and monitored through the Subadviser’s compliance monitoring program.
The Subadviser may also face other potential conflicts of interest with respect to managing client assets, and the description above is not a complete description of every conflict of interest that could be deemed to exist. The Subadviser also maintains a compliance monitoring program and engages independent auditors to conduct a SOC1/ISAE 3402 audit on an annual basis. These steps help to ensure that potential conflicts of interest have been addressed.
Investment Professional Compensation
With respect to the compensation of the Fund’s investment professionals, the Subadviser’s compensation system assigns each employee a total compensation range, which is derived from annual market surveys that benchmark each role with its job function and peer universe. This method is designed to reward employees with total compensation reflective of the external market value of their skills, experience and ability to produce desired results. Standard compensation includes competitive base salaries, generous employee benefits and a retirement plan.
In addition, the Subadviser’s employees are eligible for bonuses. These are structured to closely align the interests of employees with those of the Subadviser, and are determined by the professional’s job function and pre-tax performance as measured by a formal review process. All bonuses are completely discretionary. The principal factor considered is an investment professional’s investment performance versus appropriate peer groups and benchmarks (e.g., a securities index and with respect to the Fund, the benchmark set forth in the Fund’s Prospectus to which the Fund’s average annual total returns are compared or, if none, the benchmark set forth in the Fund’s annual report). Performance is reviewed on a 1, 3 and 5 year basis for compensation—with 3 and 5 years having a larger emphasis. The Subadviser may also measure an investment professional’s pre-tax investment performance against other benchmarks, as it determines appropriate. Because investment professionals are generally responsible for multiple accounts (including the Fund) with similar investment strategies, they are generally compensated on the performance of the aggregate group of similar accounts, rather than a specific account. Other factors that may be considered when making bonus decisions include client service, business development, length of service to the Subadviser, management or supervisory responsibilities, contributions to developing business strategy and overall contributions to the Subadviser’s business.
Finally, in order to attract and retain top talent, all investment professionals are eligible for additional incentives in recognition of outstanding performance. These are determined based upon the factors described above and include long-term incentives that vest over a set period of time past the award date.
Investment Professional Securities Ownership
The table below identifies the dollar range of securities beneficially owned by the named investment professional as of May 31, 2024.
Investment Professional | Dollar Range of Portfolio Securities Beneficially Owned | |
Christopher F. Kilpatrick | A |
Dollar Range ownership is as follows:
A: none
B: $1 - $10,000
C: 10,001 - $50,000
D: $50,001 - $100,000
E: $100,001 - $500,000
F: $500,001 - $1 million
G: over $1 million
ITEM 14. | PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS. |
Not applicable.
ITEM 15. | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. |
Not applicable.
ITEM 16. | 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 period covered by this report that have materially affected, or are likely to materially affect the registrant’s internal control over financial reporting. |
ITEM 17. | DISCLOSURE OF SECURITIES LENDING ACTIVITIES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES. |
Not applicable
ITEM 18. | RECOVERY OF ERRONEOUSLY AWARDED COMPENSATION. |
(a) | Not applicable. |
(b) | Not applicable. |
ITEM 19. | EXHIBITS. |
(a) (1) | Not applicable. | |
Exhibit 99.CODE ETH |
(a) (2) | Certifications pursuant to section 302 of the Sarbanes-Oxley Act of 2002 attached hereto. | |
Exhibit 99.CERT |
(b) | Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 attached hereto. | |
Exhibit 99.906CERT |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this Report to be signed on its behalf by the undersigned, there unto duly authorized.
LMP Capital and Income Fund Inc.
By: | /s/ Jane Trust | |
Jane Trust | ||
Chief Executive Officer | ||
Date: | July 25, 2024 |
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/ Jane Trust | |
Jane Trust | ||
Chief Executive Officer | ||
Date: | July 25, 2024 |
By: | /s/ Christopher Berarducci | |
Christopher Berarducci | ||
Principal Financial Officer | ||
Date: | July 25, 2024 |