SUB-ITEM 77D


  LMP Capital & Income Fund Inc. (NYSE: SCD)



   The Board of Directors of the Fund approved management's
recommendation to permit the Fund to invest without limit in
both energy and non-energy master limited partnerships ("MLPs"),
so long as no more than 25% of the Fund's total assets are
invested in MLPs that are treated as qualified publicly traded
partnerships ("QPTPs"). The proposed 25% QPTP limitation is
generally not applicable to MLPs that are not energy- or
commodity-focused, such as, for instance, finance-related
partnerships, as these types of MLPs are generally not treated
as QPTPs for tax purposes.
  QPTPs are publicly-traded partnerships that earn more than 10%
of their gross income and gains from the exploration,
development, mining or production, processing, refining,
transportation, or the marketing of any mineral or natural
resource, industrial source carbon dioxide, or the
transportation or storage of certain fuels as well as income
from certain other categories such as real estate and
commodities.
  In recommending this change, management noted its belief that
implementing the change would be beneficial to the Fund and its
shareholders as, among other things, it would likely increase
the Fund's investable universe and enable the Fund's investment
manager additional investment flexibility, while continuing to
permit the Fund to qualify as a regulated investment company for
tax purposes. This change in the Fund's investment policies is
effective immediately.
082221-0249-11115-Active.15450096.2