UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF NEW YORK
IN RE SMITH BARNEY TRANSFER AGENT LITIGATION
No. 05 Civ. 7583(WHP)

SUMMARY NOTICE OF (I) PENDENCY OF CLASS ACTION; (II) PROPOSED SETTLEMENT AND PLAN OF ALLOCATION; (III) SETTLEMENT FAIRNESS HEARING; AND (IV) MOTION FOR AN AWARD OF ATTORNEYS’ FEES AND REIMBURSEMENT OF LITIGATION EXPENSES

PLEASE NOTE, ON MARCH 6, 2014, THE COURT IN THIS MATTER MODIFIED THE DEADLINES AND THE FINAL HEARING DATE IN THE PENDING PROPOSED SETTLEMENT FOR THIS MATTER ACCORDINGLY:

  • The last date for Class Members to submit a request to exclude themselves from the class is extended to May 30, 2014;
  • The last date for Class Members to file an objection to the proposed settlement or any application for attorneys' fees, Litigation Expenses or Plaintiffs' Expenses is extended to May 30, 2014;
  • The last date for Class Members to submit proofs of claim is extended to June 25, 2014; and
  • The hearing regarding final approval of the settlement, approval of the Plan of Allocation, applications for attorneys' fees, Litigation Expenses and Plaintiffs' Expenses shall be adjourned from June 13,2014 to October 20, 2014 at 11:30 a.m.

TO: All persons and entities who purchased or sold shares in any of the following Smith Barney mutual funds1 (“Smith Barney Funds,” or the “Funds”)2 during the following time periods, inclusive, or their successors in interest, and who were damaged thereby:

Smith Barney Aggressive Growth Fund, Inc.:  September 11, 2000 - December 26, 2002;
Smith Barney Allocation Series, Inc. - Allocation Growth Portfolio:  September 11, 2000 - May 28, 2003;
Smith Barney Appreciation Fund, Inc.:       September 11, 2000 - April 25, 2002;
Smith Barney Income Fund Series-Smith Barney Convertible Fund:  September 11, 2000 - November 25, 2002;
Smith Barney Income Fund Series-Smith Barney Diversified Strategic Income Fund:  September 11, 2000 - November 25, 2002;
Smith Barney Income Fund Series-Smith Barney High Income Fund:  September 11, 2000 - November 25, 2002;
Smith Barney Income Fund Series-Smith Barney Premium Total Return Fund:  September 11, 2000 - April 25, 2002;
Smith Barney Fundamental Value Fund, Inc.:  September 11, 2000-January 23, 2003;
Smith Barney World Funds, Inc.-International All Cap Growth Portfolio:        September 11, 2000 - February 26, 2004;
Smith Barney Managed Governments Fund, Inc.:     September 11, 2000 - November 22, 2002;
Smith Barney Investment Funds, Inc.-Peachtree Growth Fund:  September 11, 2000 - April 25, 2002;
Smith Barney Investment Funds, Inc.-Investment Grade Bond Fund:  September 11, 2000 - April 25, 2002;
Smith Barney Investment Funds, Inc.-Small Cap Growth Fund:  September 11, 2000 - January 27, 2003;
Smith Barney Investment Trust-Large Capitalization Growth:  September 11, 2000 - March 27, 2003;
Smith Barney Managed Municipals Fund, Inc.:  September 11, 2000 - June 24, 2003;
Smith Barney Money Funds, Inc.-Cash Portfolio:  September 11, 2000 - April 27, 2004; and
Smith Barney Equity Funds, Inc.-Social Awareness Fund:  September 11, 2000 - May 29, 2002.

THIS NOTICE WAS AUTHORIZED BY THE COURT.  IT IS NOT A LAWYER SOLICITATION. PLEASE READ THIS NOTICE CAREFULLY AND IN ITS ENTIRETY, YOUR RIGHTS WILL BE AFFECTED BY A CLASS ACTION LAWSUIT PENDING IN THIS COURT.

YOU ARE HEREBY NOTIFIED, pursuant to Rule 23 of the Federal Rules of Civil Procedure and an Order of the United States District Court for the Southern District of New York, (i) that the above-captioned litigation (the “Action”) has been certified as a class action on behalf of a class of all persons and entities who purchased or sold the Smith Barney Fund shares identified above between September 11, 2000 and June 24, 2004, inclusive, or their successors in interest, pursuant to a prospectus allegedly signed by Lewis E. Daidone and who were damaged thereby (the “Class”), except for certain persons and entities who are excluded from the Class, as described Amended Stipulation; and (ii) that Court-appointed Lead Plaintiff and the Class Representatives in the Action have reached an agreement to settle the Action for an aggregated settlement payment of $4.95 million in cash to the Class (the “Settlement”).

A hearing will be held on October 20, 2014 at 11:30 a.m. before the Honorable William H. Pauley III at the United States District Court for the Southern District of New York, Daniel Patrick Moynihan United States Courthouse, 500 Pearl Street, Courtroom 20B, New York, NY 10007, to determine (i) whether the proposed Settlement should be approved as fair, reasonable and adequate; (ii) whether the proposed Plan of Allocation should be approved as fair and reasonable; (iii) whether the Action should be dismissed on the merits and with prejudice against the remaining Defendant, Lewis Daidone, and whether the releases specified and described in the Amended Stipulation should be granted; (iv) whether Lead Counsel’s application for (a) an award of attorneys’ fees  to compensate Lead Counsel for prosecuting the Action and achieving the benefit for the Class embodied in the Settlement, (b) reimbursement of expenses incurred by Lead Counsel directly relating to the prosecution of the Action (“Litigation Expenses”), and (c) reimbursement of expenses incurred by Lead Plaintiff and Named Plaintiffs (including lost wages) directly relating to the representation of the Class (“Plaintiffs’ Expenses”) should be approved (“Settlement Hearing”).

If you are a member of the Class, your rights will be affected by the Action and the Settlement, and you may be entitled to share in the Settlement Fund.  If you are interested in receiving more details concerning the (I) Class Action, (II) Proposed Settlement and Plan of Allocation, (III) Settlement Hearing, (IV) Motion for Award of attorneys’ fees and Reimbursement of Litigation Expenses and Plaintiffs’ Expenses, (V) procedure for exclusion from the Class, (VI) objections to the Settlement, and/or (VII) filing claims, you may obtain a Mailing Notice, Proof of Claim and/or Long-form Notice at www.transferagentssettlement.com or by contacting the Claims Administrator:

In re Smith Barney Transfer Agent Litigation
c/o RG2 Claims Administration LLC
P.O. Box 59479
Philadelphia, PA 19102-9479
info@transferagentssettlement.com
(866) 742-4955

If you are a member of the Class, you may be eligible to receive a payment under the proposed Settlement in accordance with the proposed Plan of Allocation. To determine which purchasers and sellers of Smith Barney Funds during the Class Period are entitled to receive a portion of the proceeds of the Settlement proceeds  (net of taxes, the costs of notice and administration  and such fees and expenses the Court may award to Lead Counsel and Plaintiffs) and in what amounts, Plaintiffs’ expert calculated estimated alleged damages incurred by investors in each Fund during each year of the Class Period (based upon the transfer agent fees paid by each Fund during the Class Period) and the number of outstanding shares in each Fund during that year to derive a “Harm Per Share Per Month” calculation.  The “Per-Share Harm” is  described in Paragraph B of the Notice of (I) Pendency of Class Action; (II) Proposed Settlement and Plan of Allocation; (III) Settlement Fairness Hearing; and (IV) Motion for an Award of Attorneys’ Fees and Reimbursement of Litigation Expenses (“Mailing Notice”) and Paragraph B and ¶¶ 31-39 of the Long-Form Notice of (I) Pendency of Class Action; (II) Proposed Settlement and Plan of Allocation; (III) Settlement Fairness Hearing; and (IV) Motion for an Award of Attorneys’ Fees and Reimbursement of Litigation Expense (“Long Form Notice”) and may be utilized to calculate your approximate “Recognized Loss” and potential recovery before proration and deduction of Court-approved attorneys’ fees and other expenses.  A more detailed discussion of the Plan of Allocation can be found in the Mailing Notice and Long-Form Notice, which is available at www.transferagentssettlement.com.

If you are a member of the Class and wish to exclude yourself from the Class, you must submit a request for exclusion such that it is received no later than May 30, 2014, in accordance with the instructions set forth in the Long-Form Notice or the Mailing Notice. If you properly and timely exclude yourself from the Settlement Class, you will not be bound by any judgments or orders entered by the Court in the Action and you will not be eligible to share in the proceeds of the Settlement.

Any objections to any aspect of the proposed Settlement or Lead Counsel’s application for an award of attorneys’ fees and reimbursement of Litigation Expenses or Plaintiffs’ Expenses, must be filed with the Court and delivered to designated representative Lead Counsel and counsel for the Defendant such that they are received no later than May 30, 2014.

PLEASE DO NOT CONTACT THE COURT OR THE CLERK’S OFFICE REGARDING THIS NOTICE.  Inquiries should be directed to Lead Counsel or the Claims Administrator:

 

Lead Counsel

Richard A. Acocelli, Esq.
WEISSLAW LLP
1500 Broadway
16th Floor
New York, NY 10036
(212) 682-3025
(888) 593-4771

Mark Levine, Esq.
Stull, Stull & Brody
6 East 45th Street
New York, NY 10017
(212) 687-7230
(800) 337-4983

Dated:    October 7, 2013
By Order of the Court


1 In 2006, the Smith Barney family of mutual funds was reorganized into the Legg Mason Funds.  The Settlement only applies to the Smith Barney Funds, not the Legg Mason Funds.

2 All capitalized terms not otherwise defined herein shall have the meanings provided in the Amended Stipulation and Agreement of Settlement executed by the Parties on August 8, 2013 (the “Amended Stipulation”), which is available at www.transferagentssettlement.com.