SCHEDULE 13D
DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT
1/5/2015
1. NAME OF REPORTING PERSON
Bulldog Investors, LLC
2. CHECK THE BOX IF MEMBER OF A GROUP a[ ]
b[]
3. SEC USE ONLY
4. SOURCE OF FUNDS
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) AND 2(e) []
6. CITIZENSHIP OR PLACE OF ORGANIZATION
DE
___________________________________________________________
7. SOLE VOTING POWER
362,032
8. SHARED VOTING POWER
325,096
9. SOLE DISPOSITIVE POWER
362,032
_______________________________________________________
10. SHARED DISPOSITIVE POWER
325,096
11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON
687,128 (Footnote 1)
12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES
[]
___________________________________________________________
13. PERCENT OF CLASS REPRESENTED BY ROW 11
6.01%
14. TYPE OF REPORTING PERSON
IA
___________________________________________________________
1. NAME OF REPORTING PERSON
Phillip Goldstein
2. CHECK THE BOX IF MEMBER OF A GROUP a[ ]
b[]
3. SEC USE ONLY
4. SOURCE OF FUNDS
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) AND 2(e) []
6. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
___________________________________________________________
7. SOLE VOTING POWER
362,032
8. SHARED VOTING POWER
325,096
9. SOLE DISPOSITIVE POWER
362,032
_______________________________________________________
10. SHARED DISPOSITIVE POWER
325,096
11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON
687,128 (Footnote 1)
12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES
[]
___________________________________________________________
13. PERCENT OF CLASS REPRESENTED BY ROW 11
6.01%
14. TYPE OF REPORTING PERSON
IN
___________________________________________________________
1. NAME OF REPORTING PERSON
Andrew Dakos
2. CHECK THE BOX IF MEMBER OF A GROUP a[ ]
b[]
3. SEC USE ONLY
4. SOURCE OF FUNDS
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) AND 2(e) []
6. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
___________________________________________________________
7. SOLE VOTING POWER
362,032
8. SHARED VOTING POWER
325,096
9. SOLE DISPOSITIVE POWER
362,032
_______________________________________________________
10. SHARED DISPOSITIVE POWER
325,096
11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON
687,128 (Footnote 1)
12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES
[]
___________________________________________________________
13. PERCENT OF CLASS REPRESENTED BY ROW 11
6.01%
14. TYPE OF REPORTING PERSON
IN
___________________________________________________________
1. NAME OF REPORTING PERSON
Steven Samuels
2. CHECK THE BOX IF MEMBER OF A GROUP a[ ]
b[]
3. SEC USE ONLY
4. SOURCE OF FUNDS
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) AND 2(e) []
6. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
___________________________________________________________
7. SOLE VOTING POWER
362,032
8. SHARED VOTING POWER
325,096
9. SOLE DISPOSITIVE POWER
362,032
_______________________________________________________
10. SHARED DISPOSITIVE POWER
325,096
11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON
687,128 (Footnote 1)
12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES
[]
___________________________________________________________
13. PERCENT OF CLASS REPRESENTED BY ROW 11
6.01%
14. TYPE OF REPORTING PERSON
IN
_______________________________________________________
Item 1. SECURITY AND ISSUER
This Schedule 13D relates to the shares of Common Stock
of LMP Real Estate Income Fund Inc. ("RIT or the "Issuer").
The principal executive offices of RIT are located at
620 Eigth Avenue
49th FL
New York, NY 10018
Item 2. IDENTITY AND BACKGROUND
(a) This statement is filed on behalf of Bulldog Investors,LLC, (a Delaware
Limited Liability Company), Phillip Goldstein, Andrew Dakos and Steven Samuels.
(b) The business address of the reporting persons is Park 80 West-Plaza Two,
250 Pehle Ave., Suite 708, Saddle Brook, NJ 07663.
(c) Bulldog Investors,LLC is a registered investment adviser.
Messrs. Goldstein, Dakos and Samuels are control persons of Bulldog
Investors,LLC.
(d) n/a
(e) n/a
(f) Each of Messrs. Goldstein, Dakos and Samuels is a citizen of the United
States.
ITEM 3. SOURCE AND AMOUNT OF FUNDS AND OTHER CONSIDERATIONS
Shares of the Issuer have been accumulated on behalf of clients of
Bulldog Investors,LLC.
ITEM 4. PURPOSE OF TRANSACTION
The issuer's common stock has traded at a double-digit discount to net asset
value for more than a year. The filing persons believe that shareholders should
be afforded an opportunity to realize liquidity at net asset value for their
shares via a self-tender offer, open-ending or liquidation. To achieve that
goal, the filing persons may consider taking various actions including
nominating directors and conducting a tender offer for shares of the issuer.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) As per the N-CSR filed on February 26,2014, there were 11,441,022 shares
of common stock outstanding as of December 31, 2013. The percentages set forth
herein were derived using such number. Phillip Goldstein, Andrew Dakos and
Steven Samuels own Bulldog Investors, LLC, a registered investment advisor.
As of January 14, 2015, Bulldog Investors, LLC is deemed to be the beneficial
owner of 687,128 shares of RIT (representing 6.01% of RIT's outstanding
shares) solely by virtue of Bulldog Investors LLC's power to direct the vote
of, and dispose of, these shares. These 687,128 shares of RIT include 362,032
shares (representing 3.16% of RIT's outstanding shares) that are beneficially
owned by the following entities over which Messrs. Goldstein, Dakos and
Mr. Samuels exercise control: Opportunity Partners LP, Calapasas West Partners
LP, Full Value Special Situations Fund, LP, Full Value Offshore Fund, Ltd.,
Full Value Partners, LP, Opportunity Income Plus, LP, and MCM Opportunity
Partners, LP (collectively,"Bulldog Investors Group of Funds").
Bulldog Investors Group of Funds may be deemed to constitute a group. All
other shares included in the aforementioned 687,128 shares of RIT beneficially
owned by Bulldog Investors, LLC (solely by virtue of its power to sell or
direct the vote of these shares) are also beneficially owned by clients
of Bulldog Investors, LLC who are not members of any group. The total number of
these "non-group" shares is 325,096 shares (representing 2.85% of RIT's
outstanding shares).
(b) Bulldog Investors, LLC has sole power to dispose of and vote 362,032 shares.
Bulldog Investors, LLC has shared power to dispose of and vote 325,096 shares.
Certain of Bulldog Investors, LLC's clients (none of whom beneficially own more
than 5% of RIT's shares) share this power with Bulldog Investors, LLC. Messrs.
Goldstein, Dakos and Samuels are control persons of Bulldog Investors, LLC.
c) During the past 60 days the following shares of RIT were purchased:
Date: Shares: Price:
11/24/14 5,401 11.9837
11/25/14 21,100 12.0166
11/26/14 2,790 12.0886
11/28/14 10,544 12.2477
12/01/14 1,800 12.2200
12/08/14 600 12.2693
12/09/14 9,097 12.2530
12/10/14 6,273 12.2977
12/12/14 9,900 12.2547
12/17/14 3,280 12.0793
12/22/14 7,265 12.3823
01/02/15 794 12.4980
01/05/15 16,484 12.5358
01/06/15 5,600 12.6763
01/07/15 1,900 12.8280
01/09/15 36,800 12.9031
01/12/15 44,662 12.9616
01/13/15 400 12.9513
01/14/15 11,656 13.0318
d) Clients of Bulldog Investors, LLC are entitled to receive any dividends or
sales proceeds.
e) N/A
ITEM 6. CONTRACTS,ARRANGEMENTS,UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
N/A
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
See exhibit 1
After reasonable inquiry and to the best of my knowledge
and belief, I certify that the information set forth in this
statement is true, complete and correct.
Dated: 1/15/2015
By: /S/ Phillip Goldstein
Name: Phillip Goldstein
By: /S/ Andrew Dakos
Name: Andrew Dakos
By: /S/ Steven Samuels
Name: Steven Samuels
Bulldog Investors, LLC
By: /s/ Andrew Dakos
Andrew Dakos, Member
Footnote 1: The reporting persons disclaim beneficial ownership except
to the extent of any pecuniary interest therein.
Exhibit 1:
Agreement to Make Joint Filing
Agreement made as of the 15th day of January, 2015, by and among
Bulldog Investors, LLC, Phillip Goldstein, Andrew Dakos, and Steven Samuels.
WHEREAS, Rule 13d-1(k)(1) under the Securities Exchange Act of 1934 provides
that whenever two or more persons are required to file a statement containing
the information required by Schedule 13D with respect to the same securities,
only one such statement need be filed, so long as, among other things, such
filing includes as an exhibit an agreement among such persons that such a
statement is filed on behalf of each of them;
WHEREAS, in connection with certain holdings of LMP Real Estate Income Fund
(RIT), each of the parties to this Agreement is required to file a statement
containing the information required by Schedule 13D with respect to the same
holdings of RIT;
NOW THEREFORE, the parties hereby agree that one statement containing the
information required by Schedule 13D shall be filed on behalf of each party
hereto.
IN WITNESS WHEREOF, this Agreement has been duly executed by the parties
hereto as of the day and year first written above.
By:/s/ Phillip Goldstein By:/s/ Andrew Dakos
Phillip Goldstein Andrew Dakos
BULLDOG INVESTORS, LLC
By: /s/ Steven Samuels By: /s/ Andrew Dakos
Steven Samuels Andrew Dakos, Member