SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )
Filed by the Registrant [ ]
Filed by a Party other than the Registrant [x]
Check the appropriate box:
Preliminary Proxy Statement [x]
Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
Definitive Proxy Statement
Definitive Additional Materials
Soliciting Material Pursuant to ss.240.14a-11(c) or ss.240.14a-
12
LMP Real Estate Income Fund Inc.
(Name of Registrant as Specified in Its Charter)
Bulldog Investors, LLC
Name of Person(s) Filing Proxy Statement, if other than the
Registrant)
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Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.
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PROXY STATEMENT OF BULLDOG INVESTORS, LLC IN OPPOSITION TO THE
SOLICITATION BY THE BOARD OF DIRECTORS OF LMP REAL ESTATE INCOME
FUND FOR THE 2015 ANNUAL MEETING OF SHAREHOLDERS
Bulldog Investors, LLC ("Bulldog Investors") is sending this proxy
statement and the enclosed GREEN proxy card to shareholders of LMP
Real Estate Income Fund Inc. (the "Fund") of record as of February
--, 2015. We are soliciting a proxy to vote your shares at the 2015
Annual Meeting of Shareholders (the "Meeting") which is scheduled
for April --, 2015. Please refer to the Fund's proxy soliciting
material for additional information concerning the Meeting and the
matters to be considered by shareholders. This proxy statement and
the enclosed GREEN proxy card are first being sent to shareholders
on or about March --, 2015.
INTRODUCTION
The Board of Directors has determined to present one matter to be
voted upon at the Meeting: the election of three directors.
A shareholder affiliated with us intends to present a non-binding
proposal recommending that the board authorize a self-tender offer
for the common shares of the Fund at or close to net asset value
("NAV"). We are soliciting a proxy to vote your shares FOR the
election of the nominees named below and FOR the shareholder
proposal.
REASONS FOR THE SOLICITATION
The Fund's shares have traded at a double-digit discount to NAV since
August 2013. Consequently, we are seeking to present the
aforementioned proposal and to elect directors who are committed to
addressing the Fund's discount.
HOW PROXIES WILL BE VOTED
If you complete and return a GREEN proxy card to us, and unless you
direct otherwise, your shares will be voted FOR the election of the
nominees named below and FOR the shareholder proposal. In addition,
you will be granting the proxy holders discretionary authority to
vote on any other matters that may come before the Meeting.
VOTING REQUIREMENTS
A quorum for the transaction of business by the shareholders at the
Meeting is a majority of the shares outstanding on the record date
and entitled to vote. A plurality of the votes cast is sufficient to
elect a director. The shareholder proposal will be approved if a
majority of the votes cast vote for it. An abstention or a broker
non-vote is not a vote cast and thus will have no effect on the
election of directors or on whether the shareholder proposal is
approved. Moreover, since his is a contested solicitation, we do not
expect any broker non-votes.
REVOCATION OF PROXIES
You may revoke your proxy prior to its exercise by: (i) delivering a
written revocation to us; (ii) executing and delivering a later dated
proxy to us; or (iii) voting in person at the Meeting. Attendance at
the Meeting will not by itself revoke a proxy. There is no limit on
the number of times you may revoke your proxy and only your most
recent proxy will be counted.
PROPOSAL 1: ELECTION OF DIRECTORS
The board is comprised of nine directors, of which three will be
elected at the Meeting. The board is nominating three incumbents and
our affiliate intends to nominate the three persons named below.
Each of our nominees has consented to being named in this proxy
statement and to serve as a director if elected. There are no
arrangements or understandings between Bulldog Investors or any of
its affiliates and any nominee in connection with the nominations.
Please refer to the Fund's proxy soliciting material for additional
information concerning the election of directors.
Gerald Hellerman (born 1937);5431 NW 21st Avenue, Boca Raton, FL 33496
- Mr. Hellerman owned and served as Managing Director of Hellerman
Associates, a financial and corporate consulting firm, from 1993 to
2013. Mr. Hellerman is a director and chairman of the audit committee
of Imperial Holdings, a director and chairman of the Audit Committee
of MVC Capital, a director, chief compliance officer of the Mexico
Equity and Income Fund and Special Opportunities Fund, Inc., and a
director for Ironsides Partners Opportunity Offshore Fund.
Mr. Hellerman also served as a financial analyst and later as a
branch chief with the U.S. Securities & Exchange Commission over a
ten-year period, as Special Financial Advisor to the U.S. Senate
Subcommittee on Antitrust and Monopoly for four years, and as the
Chief Financial Analyst of the Antitrust Division of the U.S.
Department of Justice for 17 years.
Andrew Dakos (born 1966); Park 80 West, Plaza Two, 250 Pehle Ave.,
Suite 708, Saddle Brook, NJ 07663 - Mr. Dakos is a member of Bulldog
Investors, LLC, the investment adviser of Special Opportunities Fund,
Inc. and the investment partnerships comprising the Bulldog Investors
group of private funds. He also is a manager of Kimball & Winthrop,
LLC, the managing general partner of Bulldog Investors General
Partnership, since 2012. From 2001-2012, Mr. Dakos was a member of the
general partners of several private funds in the Bulldog Investors
group of private funds and in 2012 became a member of Bulldog Holdings,
LLC which became the sole owner of such general partners. Mr. Dakos
has been a director of Special Opportunities Fund, Inc., a closed-end
fund, since 2009, and the Mexico Equity and Income Fund, Inc., a
closed-end fund, since 2001. He has also been a director of Imperial
Holdings, Inc., a specialty finance company, since 2012, and Brantley
Capital Corporation, a business development company, intermittently
from 2005-2013. From 2009-2012 he served as Chief Compliance Officer
of Bulldog Investors, LLC.
Richard Cohen (born 1954); Lowey Dannenberg Cohen & Hart, P.C., One
North Broadway, 5th Floor, White Plains, New York 10601-2310 - Since
1998, Mr. Cohen has been employed as a lawyer by Lowey Dannenberg Cohen
& Hart, P.C., a law firm that represents investors and directors in
public companies, including closed-end funds. He has been a Director
of Lowey Dannenberg since 2005, served as its President from 2008-2014
and became the Chairman in 2015. He served as a Director and was on
the audit committee of MGT Capital Corporation from 2012-2013.
Mr. Cohen has represented institutional investors in a number of
stockholder voting rights and corporate governance cases, and has
advised boards of directors of public companies for more than 30 years.
None of our nominees is an interested person of the Fund and none owns
any shares of the Fund.
Unless instructions to the contrary are given, your proxy will be voted
in favor of each of the aforementioned nominees.
PROPOSAL 2: THE SHAREHOLDERS RECOMMEND THAT THE BOARD AUTHORIZE A
SELF-TENDER OFFER FOR THE COMMON SHARES OF THE FUND AT OR CLOSE TO NET
ASSET VALUE ("NAV").
Adoption of this non-binding proposal will direct the board to consider
authorizing a self-tender offer for the Fund's common shares at or close
to NAV. However, the board has the sole power to authorize any
self-tender offer and to establish its parameters.
The Fund's shares have often traded at a sizeable discount to NAV. As of
February 28, 2014, the NAV per share was $14.81 while the stock price
was $13.01, a discount of 12.15%. We believe that the board should
afford shareholders an opportunity to sell their shares to the Fund at a
price that is closer to NAV than 12.15%.
Unless instructions to the contrary are given, your proxy will be voted
in favor of this proposal.
THE SOLICITATION
We intend to solicit proxies via mail, telephone and the internet. Our
proxy materials are available at: www.bulldoginvestorsproxymaterials.com.
Persons affiliated with or employed by us may assist us in the
solicitation of proxies. Banks, brokerage houses and other custodians,
nominees and fiduciaries will be requested to forward this proxy statement
and the enclosed GREEN proxy card to the beneficial owners for whom they
hold shares of record. We will reimburse these organizations for their
reasonable out-of-pocket expenses.
Initially, we and our clients will bear all of the expenses related to
this proxy solicitation. Because we believe that all shareholders will
benefit from this solicitation, we intend to seek, subject to any
applicable regulatory requirements, reimbursement of our expenses
from the Fund. Shareholders will not be asked to vote on the
reimbursement of these expenses, which we estimate will total $80,000.
PARTICIPANTS
Bulldog Investors, 250 Pehle Avenue, Suite 708, Saddle Brook, NJ 07663,
is the soliciting stockholder and beneficially owns ---------- shares on
behalf of clients which were purchased at various times beginning on
January 27, 2014. In September 2014, 230,960 shares were sold.
No "participant" or associate of any participant in this solicitation
is a party to any contract, arrangement or understanding with any person
with respect to any securities of the Fund or has any arrangement or
understanding with any person with respect to future employment by the
Fund or any of its affiliates or to any future transactions to which the
Fund or any of its affiliates will or may be a party. A "participant", as
defined by the SEC, includes Bulldog Investors, the nominees designated
above, and each client advised by Bulldog Investors. The SEC's
definition of a "participant" may be misleading because it suggests that
a nominee for director has a greater role in the solicitation than may be
the case.
March --, 2015
PROXY CARD
THIS PROXY IS SOLICITED BY BULLDOG INVESTORS, LLC IN OPPOSITION TO THE
BOARD OF DIRECTORS OF LMP REAL ESTATE INCOME FUND (THE "FUND") FOR THE
FUND'S 2015 ANNUAL MEETING OF SHAREHOLDERS (THE "MEETING").
The undersigned hereby appoints Phillip Goldstein, Rajeev Das, and
Andrew Dakos and each of them, as the undersigned's proxies, with
full power of substitution, to attend the Meeting and any adjourned
or postponed Meeting, and to vote on all matters that come before the
Meeting the number of shares that the undersigned would be entitled to
vote if present in person, as specified below.
(INSTRUCTIONS: Mark votes by placing an "x" in the appropriate [ ].)
1. ELECTION OF THREE DIRECTORS
[ ] FOR GERALD HELLERMAN [ ] WITHHOLD AUTHORITY
[ ] FOR ANDREW DAKOS [ ] WITHHOLD AUTHORITY
[ ] FOR RICHARD COHEN [ ] WITHHOLD AUTHORITY
2. THE SHAREHOLDERS RECOMMEND THAT THE BOARD AUTHORIZE A SELF-TENDER OFFER
FOR THE COMMON SHARES OF THE FUND AT OR CLOSE TO NET ASSET VALUE ("NAV").
FOR [ ] AGAINST [ ] ABSTAIN [ ]
Please sign and date below. Your shares will be voted as directed. If no
direction is made, this proxy will be voted FOR the election of the
nominees named above, and FOR Proposal 2. The undersigned hereby
acknowledges receipt of the proxy statement dated March --, 2015 of
Bulldog Investors and revokes any proxy previously executed.
Signature(s) _________________________ Dated: _______________