SCD Gains 13.6 % Passive Holder as Sit Files Schedule 13G

Rhea-AI Filing Summary

Sit Investment Associates, Inc. (SIA) and its subsidiary Sit Fixed Income Advisors II, LLC (SFI) have filed a Schedule 13G reporting a 13.6 % passive stake in LMP Capital and Income Fund Inc. (CUSIP 50208A102, symbol SCD). As of 31 July 2025, the advisers jointly hold 3,115,773 common shares on behalf of client accounts, giving them shared voting and dispositive power over the entire position; they possess no sole voting or dispositive authority. The ownership percentage is based on 22,906,340 shares outstanding (including shares issued via the 11 July 2025 rights offering).

SIA and SFI, both registered under the Investment Advisers Act, state that the securities were acquired in the ordinary course of business and not for the purpose of influencing control of the closed-end fund. They expressly disclaim beneficial ownership under Rule 13d-4. The certification is signed by Vice President Paul E. Rasmussen on 5 Aug 2025, and the filing is made pursuant to Rule 13d-1(b) for investment advisers.

The disclosure introduces a sizable institutional holder to SCD’s register, signaling external confidence but also concentrating over 5 % of outstanding shares in managed accounts that could be reallocated at the advisers’ discretion.

Positive

• Institutional confidence: Sit Investment Associates and subsidiary revealed a 13.6 % passive stake, adding a significant professional investor to the share register.

Negative

• None.

Insights

Securities Analyst

TL;DR: 13.6 % passive stake by Sit advisers adds notable institutional ownership but no intent to control.

The advisers’ aggregated 3.1 M-share position materially exceeds the 5 % threshold, moving SIA/SFI into the top-holder bracket for SCD. Passive Schedule 13G status limits activism concerns, yet the concentration could affect liquidity should clients redeem. Overall market signal is modestly constructive: professional managers see value in SCD, but the disclosure alone does not alter fundamentals.

Corporate Governance Expert

TL;DR: Filing confirms large but non-activist holding; governance impact minimal.

Because the advisers disclaim beneficial ownership and file under Rule 13d-1(b), they indicate no control ambitions. The 13.6 % block, held across multiple accounts, does not aggregate voting power under a single activist agenda. Therefore, board composition and strategic direction remain largely unaffected. The joint filing agreement (Exhibit A) properly aligns with SEC requirements.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

LMP Capital and Income Fund Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

50208A102

(CUSIP Number)

07/31/2025

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. 50208A102

1

Names of Reporting Persons

Sit Investment Associates, Inc.

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

MINNESOTA

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 3,115,773.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 3,115,773.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

3,115,773.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

13.6 %

12

Type of Reporting Person (See Instructions)

IA

SCHEDULE 13G

CUSIP No. 50208A102

1

Names of Reporting Persons

Sit Fixed Income Advisors II, LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 3,115,773.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 3,115,773.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

3,115,773.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

13.6 %

12

Type of Reporting Person (See Instructions)

IA

SCHEDULE 13G

Item 1.
(a)	Name of issuer: LMP Capital and Income Fund Inc.
(b)	Address of issuer's principal executive offices: 620 Eighth Avenue, 47th Floor, New York, NY 10018
Item 2.
(a)	Name of person filing: Sit Investment Associates, Inc. Sit Fixed Income Advisors II, LLC
(b)	Address or principal business office or, if none, residence: c/o Sit Investment Associates, Inc. 80 South Eighth Street, Suite 3300 Minneapolis, MN 55402
(c)	Citizenship: Sit Investment Associates, Inc. Minnesota Corporation Sit Fixed Income Advisors II, LLC Delaware LLC
(d)	Title of class of securities: Common Stock
(e)	CUSIP No.: 50208A102
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: See response to item 9 on each cover page.
(b)	Percent of class: See response to item 11 on each cover page.
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: See response to item 5 on each cover page.
	(ii) Shared power to vote or to direct the vote: See response to item 6 on each cover page.
	(iii) Sole power to dispose or to direct the disposition of: See response to item 7 on each cover page.
	(iv) Shared power to dispose or to direct the disposition of: See response to item 8 on each cover page. The ownership percentages reported are based on 22,906,340 shares of common stock outstanding as of May 31, 2025, as reported in the Issuer's Report on Form N-CSRS filed with the Securities Exchange Commission, and adjusted for shares issued pursuant to a rights offering on July 11, 2025. Sit Investment Associates, Inc. ("SIA") is an investment adviser registered under section 203 of the Investment Advisers Act of 1940. Sit Fixed Income Advisors II, LLC ("SFI") is an investment adviser registered under section 203 of the Investment Advisers Act of 1940 and a subsidiary of SIA. SIA and SFI provide investment management services to client accounts ("Accounts"). In their roles as investment advisers SIA and SFI possess shared voting and investment power over securities of the Issuer described in this schedule 13G owned by the Accounts and may be deemed to be the beneficial owner of such shares of the Issuer owned by the Accounts. All securities reported in this schedule 13G are owned by the Accounts. Pursuant to Rule 13d-4 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), SIA and SFI disclaim beneficial ownership of such securities.
Item 5.	Ownership of 5 Percent or Less of a Class.
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required. The Accounts are known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities. Except as may be indicated if this is a joint filing with a registered investment company managed by SIA or SFI, not more than 5% of the class of such securities is owned by any one Account subject to the investment advice of SIA or SFI.
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.

SIGNATURE

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.

Sit Investment Associates, Inc.

Signature:	/s/ Paul E. Rasmussen
Name/Title:	Paul Rasmussen / Vice President
Date:	08/05/2025

Sit Fixed Income Advisors II, LLC

Signature:	/s/ Paul E. Rasmussen
Name/Title:	Paul Rasmussen / Vice President
Date:	08/05/2025

Exhibit Information

Exhibit A - Joint Filing Agreement

FAQ

How many SCD shares does Sit Investment Associates control?

3,115,773 common shares with shared voting and dispositive power.

What percentage of LMP Capital and Income Fund’s outstanding shares is represented?

The position equals 13.6 % of the 22,906,340 shares outstanding as of 31 May 2025 (adjusted for the July rights offering).

Is the stake activist or passive?

The Schedule 13G was filed under Rule 13d-1(b) for investment advisers, indicating a passive, non-control intent.

Who signed the Schedule 13G on behalf of the reporting persons?

Paul E. Rasmussen, Vice President, signed for both Sit entities on 05 Aug 2025.

Do Sit Investment Associates and its subsidiary claim beneficial ownership?

They disclaim beneficial ownership under Rule 13d-4, stating the shares are owned by their client accounts.