UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF NEW YORK

Transcription

1 UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF NEW YORK : No 05 Civ 7583 (WHP) : IN RE: SMITH BARNEY TRANSFER AGENT LITIGATION : : PROOF OF CLAIM AND RELEASE FORM : YOU MUST COMPLETE THIS CLAIM FORM AND SUBMIT IT BY JUNE 25, 2014 TO BE ELIGIBLE TO SHARE IN THE SETTLEMENT I GENERAL INSTRUCTIONS 1 If you purchased or sold shares in any of the following mutual funds sponsored by Smith Barney Asset Management LLC between September 11, 2000 and June 24, 2004, inclusive (the Class Period, as further defined in the Notice) and during the specific damages periods indicated for the respective funds, then you may be a class member entitled to share in the settlement proceeds ( Class Member, as further defined in the Notice) in In re Smith Barney Transfer Agent Litigation, No 07 Civ 9901 (the Action ), pending in the United States District Court for the Southern District of New York (the Court ): the Smith Barney Aggressive Growth Fund, Inc (Purchased or sold between September 11, 2000 and December 26, 2002); Smith Barney Allocation Series, Inc-Allocation Growth Portfolio (Purchased or sold between September 11, 2000 and May 28, 2003); Smith Barney Appreciation Fund, Inc (Purchased or sold between September 11, 2000 and April 25, 2002); Smith Barney Income Fund Series-Smith Barney Convertible Fund (Purchased or sold between September 11, 2000 and November 25, 2002); Smith Barney Income Fund Series-Smith Barney Diversified Strategic Income Fund (Purchased or sold between September 11, 2000 and November 25, 2002); Smith Barney Income Fund Series-Smith Barney High Income Fund (Purchased or sold between September 11, 2000 and November 25, 2002); Smith Barney Income Fund Series-Smith Barney Premium Total Return Fund (Purchased or sold between September 11, 2000 and April 25, 2002); Smith Barney Fundamental Value Fund, Inc (Purchased or sold between September 11, 2000 and January 23, 2003); Smith Barney World Funds, Inc-International All Cap Growth Portfolio (Purchased or sold between September 11, 2000 and February 26, 2004); Smith Barney Managed Governments Fund, Inc (Purchased or sold between September 11, 2000 and November 22, 2002); Smith Barney Investment Funds, Inc-Peachtree Growth Fund (Purchased or sold between September 11, 2000 and April 25, 2002); Smith Barney Investment Funds, Inc-Investment Grade Bond Fund (Purchased or sold between September 11, 2000 and April 25, 2002); Smith Barney Investment Funds, Inc-Small Cap Growth Fund (Purchased or sold between September 11, 2000 and January 27, 2003); Smith Barney Investment Trust-Large Capitalization Growth (Purchased or sold between September 11, 2000 and March 27, 2003); Smith Barney Managed Municipals Fund, Inc (Purchased or sold between September 11, 2000 and June 24, 2003); Smith Barney Money Funds, Inc-Cash Portfolio (Purchased or sold between September 11, 2000 and April 27, 2004); and Smith Barney Equity Funds, Inc- Social Awareness Fund (Purchased or sold between September 11, 2000 and May 29, 2002) (the Smith Barney Funds ) 2 To be eligible for any Settlement benefits as a Class Member, you must provide the information requested in this Proof of Claim and Release Form or you can complete and submit a valid online Proof of Claim and Release Form by visiting the Claim Administrator s website at wwwtransferagentssettlementcom If submitted by mail, YOU MUST MAIL YOUR COMPLETED AND SIGNED PROOF OF CLAIM AND RELEASE FORM POSTMARKED ON OR BEFORE JUNE 25, 2014 ADDRESSED AS FOLLOWS: Smith Barney Transfer Agent Litigation c/o RG/2 Claims Administration LLC PO Box Philadelphia, PA Submission of this Proof of Claim, however, does not assure that you will share in the proceeds of the Settlement Fund created by the Litigation 4 The amount you may receive will be determined in accordance with the Plan of Allocation as incorporated in the Amended Settlement Stipulation A copy of the Amended Settlement Stipulation available at wwwtransferagentssettlementcom 5 NOTICE REGARDING ELECTRONIC FILES: Certain claimants with large numbers of transactions may request to, or may be requested to, submit information regarding their transactions in electronic files To obtain the mandatory electronic filing requirements and file layout, you may visit the website at wwwtransferagentssettlementcom or you may the Claims Administrator at info@transferagentssettlementcom Any file not in accordance with the required electronic filing format will be subject to rejection No electronic files will be considered to have been properly submitted unless the Claims Administrator issues an after processing your file with your claim numbers and respective account information Do not assume that your file has been received or processed until you receive this If you do not receive an within 10 days of your submission, you should contact the electronic filing department at (866) about your file and confirm it was received and acceptable 6 Separate Proof of Claim and Release Forms should be submitted for each separate legal entity (eg, a claim from Joint Owners should not include separate transactions of just one of the Joint Owners, an Individual should not combine his or her IRA transactions with transactions made solely in the Individual s name) Conversely, a single Claim and Release Form should be submitted on behalf of one legal entity including all transactions made by that entity no matter how many separate accounts that entity has (eg, a corporation with multiple brokerage accounts should include all transactions in Smith Barney Fund shares) during the Class Period on one Proof of Claim and Release Form, no matter how many accounts the transactions were made in wwwtransferagentssettlementcom/noticeclaimformhtml Page 1 of 7 WWWTRANSFERAGENTSSETTLEMENTCOM

2 II CLAIM FORM INSTRUCTIONS 1 Use Part I of this form entitled Claimant Identification to identify each beneficial owner which forms the basis of this claim THIS CLAIM MUST BE FILED BY THE ACTUAL BENEFICIAL OWNER OR OWNERS, OR THE LEGAL REPRESENTATIVE OF SUCH OWNER OR OWNERS OF THE SMITH BARNEY FUNDS UPON WHICH THIS CLAIM IS BASED All joint purchasers must sign this claim Executors, administrators, guardians, conservators and trustees must complete and sign this claim on behalf of Persons represented by them and their authority must accompany this claim and their titles or capacities must be stated The Social Security (or taxpayer identification) number and telephone number of the beneficial owner may be used in verifying the claim Failure to provide the foregoing information could delay verification of your claim or result in rejection of the claim 2 Use the Schedule in Part II to supply all opening and closing share balances for each of the eligible funds that you held during each respective damages period Please provide documentation in order to support all reported balances PLEASE PROVIDE AS MUCH SUPPORTING DOCUMENTA- TION AS POSSIBLE, EVEN IF YOUR RECORDS ARE INCOMPLETE 3 Use the Schedule in Part III to report all transactions in the eligible funds during the respective damages periods Please consult Exhibit A for a list of the eligible fund tickers and ending date for each fund s damages period If you need more space or additional schedules, attach separate sheets providing all of the required information in substantially the same form Sign and print or type your name on each additional sheet Broker confirmations, statements or other documentation of your transactions should be attached to your claim Failure to provide this documentation could delay verification of your claim or result in rejection of your claim PLEASE PROVIDE AS MUCH TRANSACTIONAL INFORMATION AND SUPPORTING DOCUMENTATION AS POSSIBLE, EVEN IF YOUR RECORDS ARE INCOMPLETE 4 You must sign the Certification and Release in Part V in order to be eligible to participate in the settlement 5 The above requests are designed to provide the minimum amount of information necessary to process the most simple claims The Administrator may request additional information as required to efficiently and reliably calculate your claim In some cases where the Administrator cannot perform the calculation accurately or at a reasonable cost with the information provided, the Administrator may condition acceptance of the claim upon the production of additional information and/or the hiring of an accounting expert at the claimant s cost 6 Distributions from the Settlement Fund are subject to a minimum distribution amount of $1000 The minimum distribution amount shall mean the specified dollar amount that an approved Claim must equal or exceed, after pro-rated payment awards are calculated Smith Barney Aggressive Growth Fund, Inc Smith Barney Allocation Series, Inc - Allocation Growth Portfolio Smith Barney Appreciation Fund, Inc Smith Barney Convertible Fund Smith Barney Diversified Strategic Income Fund Smith Barney High Income Fund Smith Barney Premium Total Return Fund Smith Barney Fundamental Value Fund, Inc Smith Barney World Funds, Inc - International All Cap Growth Portfolio Smith Barney Managed Governments Fund, Inc Smith Barney Investment Funds, Inc - Peachtree Growth Fund Smith Barney Investment Funds, Inc - Investment Grade Bond Fund Smith Barney Investment Funds, Inc - Small Cap Growth Fund Smith Barney Investment Trust - Large Capitalization Growth Smith Barney Managed Municipals Fund, Inc Smith Barney Money Funds, Inc - Cash Portfolio Smith Barney Equity Funds, Inc - Social Awareness Fund SHRAX, SAGBX, SAGCX, SAGYX SCGRX, SGRBX, SCGCX SHAPX, SAPBX, SAPCX, SAPYX SCRAX, SCVSX, SMCLX, SCVYX SDSAX, SLDSX, LWSIX, SDSYX, SDSIX SHIAX, SHIBX, SHICX, SHIYX SOPAX, SOPTX, SBPLX, SOPYX SFVBX, SFVCX, SHFVX, SFVYX SBIEX, SBIBX, SBICX, SBIYX SHMGX, MGVBX, SMGLX, SMGYX SBOAX, SBLGX, SBOBX, SBLBX, SBOLX, SLCCX, SBOYX, SBLYX SIGAX, HBDIX, SBILX, SIGYX SBSGX, SBYBX, SBSLX, SBZYX, SBCFX SBLGX, SBLBX, SLCCX, SBLYX SHMMX, SMMBX, SMMCX, SMMYX, SMMOX SBCXX, SBOXX, SBZXX, SCYXX SSIAX, SESIX, SESLX EXHIBIT A CUSIP* 52468C109, 52468C208, 52468C307, 52468C406, 8318H2105, 8318H2204, 8318H2402, 8318H P812, 52467P796, 52467P788, , , E105, 52468E204, 52468E303, 52468E402, 8318H5108, 8318H5207, 8318H5405, 8318H F812, 52469F796, 52469F788, 52469H552, 52469H560, 52469H578, 52469H586, 83181A815, 83181A799, 83181A534, 83181A F754, 52469F747, 52468A749, 52469F721, 52469F739, 83181A864, 83181A856, 83181A831, 83181A F630, 52469F622, 52469F614, 52469F598, 83181A708, 83181A807, 83181A872, 83181A H636, 52469H628, 52469H610, 52469H594, 83181A104, 83181A203, 83181A559, 83181A C108, 52469C207, 52469C306, 52469C405, 8318J7102, 8318J7201, 8318J7300, 8318J X607, 52469X706, 52469X805, 52469X888, , , W105, 52468W204, 52468W303, 52468W402, 8318H6106, 8318H6205, 8318H6304, 8318H H826, 52469H H792, 52469H784, 8318H9720, 8318H9712, 8318H9696, 8318H F317, 52469F291, 52469F283, 52469F275, 8318H9829, 8318H9209, 8318H9845, 8318H G554, 52469G547, 52469G539, 52469G521, 52469G562, 8318H9514, 8318H9498, 8318H9480, 8318H H826, 52469H818, 52469H792, 52469H784, 83181J824, 83181J816, 83181J790, 83181J J202, 52469J301, 52469J400, 52469J509, 52469J103, 83180U101, 83180U200, 83180U408, 83180U309, 83180U R888, 52470R870, 52470R862, 52470R854, , , A102, 52469A201, 52469A300, 83181K409, 83181K508, 83181K607 Damages Period End Date 12/26/02 5/28/03 1/23/03 2/26/04 11/22/02 1/27/03 3/27/03 6/24/03 4/27/04 5/29/02 *Includes predecessor CUSIPs where available WWWTRANSFERAGENTSSETTLEMENTCOM Page 2 of 7 wwwtransferagentssettlementcom/noticeclaimformhtml

3 PART V: SIGNATURE UNDER THE PENALTY OF PERJURY, I (WE) CERTIFY THAT ALL OF THE INFORMATION I (WE) PROVIDED ON THIS PROOF OF CLAIM AND RELEASE FORM IS TRUE, CORRECT AND COMPLETE Signature of Claimant (if this claim is being made on behalf of Joint Claimants, then each must sign) Executed this of (Day) (Month/Year) in, (City) (State/Country) (Signature of Claimant) (Type or print name of Claimant) (Capacity of person signing above, eg, Beneficial Purchaser(s), Administrator, Executor, Trustee, Custodian, Power of Attorney, etc) Proof of Authority to File Enclosed? cyes cno (See Section II3) Executed this of (Day) (Month/Year) in, (City) (State/Country) (Signature of Joint Claimant (if any)) (Type or print name of Joint Claimant (if any)) (Capacity of person signing above, eg, Beneficial Purchaser(s), Co-Administrator, Co-Executor, Co-Trustee, etc) Proof of Authority to File Enclosed? cyes cno (See Section II3) wwwtransferagentssettlementcom/noticeclaimformhtml Page 7 of 7 WWWTRANSFERAGENTSSETTLEMENTCOM

4 PART IV: RELEASE I/We request payment from the Settlement Fund, and I/we agree to the terms set out below: I/We hereby acknowledge full and complete satisfaction of, and do hereby fully, finally, and forever release, relinquish and discharge (i) all Released Claims (as defined below) against Lewis Daidone and the Citi Releasees (as defined below); and (ii) Lewis Daidone and each and all of the Citi Releasees from all claims arising out of, relating to, or in connection with, the defense, settlement or resolution of the Action or Released Claims, and that I/we shall forever be barred and enjoined from instituting or prosecuting any other action asserting any Released Claim in any court against the Citi Releasees (a) "Released Claims" means: (i) with respect to Daidone and the Citi Releasees, defined below, the release by Lead Plaintiff, Named Plaintiffs, and all Class Members, on behalf of themselves, Morgan Stanley, Smith Barney LLC, their respective present and former parents, subsidiaries, divisions and affiliates, the present and former employees, officers and directors of each of them, the present and former attorneys, accountants, insurers, and agents of each of them, and the predecessors, heirs, successors and assigns of each, of all claims of every nature and description, known and unknown, arising out of or relating to investments in (including, but not limited to, purchases, sales, and decisions to hold) shares in the Smith Barney Funds (as defined) from September 11, 2000 through June 24, 2004, inclusive, including without limitation all claims: (a) asserted in the Complaint: and (b) that could have asserted in the Complaint or in any forum that arise out of or are based upon the allegations, transactions, facts, matters or occurrences, representations or omissions involved, set forth, or referred to in the Complaint and that relate to the alleged sub-transfer agent arrangements and fees referenced in the Complaint as sponsored by the Dismissed Citigroup Defendants during the Class Period out of or relating to any disclosures, registration statements or other (ii) with respect to Lead Plaintiff, Named Plaintiffs, and all other Class Members, the release by Daidone and the Dismissed Citi Defendants of the Plaintiff Releasees, as defined below, from any claims relating to the institution or prosecution of this Action (b) Released Parties means: (i) with respect to Daidone, the Dismissed Citi Defendants, Smith Barney Fund Management LLC and Citi Global Markets, Inc, Morgan Stanley Smith Barney LLC, their respective present and former parents, subsidiaries, divisions and affiliates, the present and former employees, officers and directors of each of them, the present and former attorneys, accountants, insurers, and agents of each of them, and the predecessors, heirs successors and assigns of each (together, the "Citi Releasees"), and any person or entity which is or was related to or affiliated with any Citi Releasee or in which any Citi Releasee has or had a controlling interest and the present and former employees, officers and directors, attorneys, accountants, insurers, and agents of them (ii) with respect to Plaintiffs and all other Class Members, their respective present and former parents, subsidiaries, divisions and affiliates, the present and former employees, officers and directors of each of them, the present and former attorneys, accountants, insurers, and agents of each of them, and the predecessors, heirs, successors and assigns of each (together, the "Plaintiff Releasees"), and any person or entity in which any Plaintiff Releasee has or had a controlling interest or which is or was related to or affiliated with any Plaintiff Releasee Unknown Claims means any Released Claims which Lead Plaintiff or any other Class Member does not know or suspect to exist in his, her or its favor at the time of the release of the Citi Releasees, and any Citi Releasees Claims which any Citi Releasee does not know or suspect to exist in his, her, or its favor at the time of the release of the Plaintiff Releasees, which, if known by him, her or it, might have affected his, her or its decision(s) with respect to this Settlement With respect to any and all Released Claims, the Parties stipulate and agree that, upon the Effective Date, Plaintiffs and each of the Defendants shall expressly waive, and each of the other Class Members and each of the other Citi Releasees shall be deemed to have waived, and by operation of the Judgment shall have expressly waived, any and all provisions, rights, and benefits conferred by any law of any state or territory of the United States, or principle of common law or foreign law, which is similar, comparable, or equivalent to California Civil Code 1542, which provides: A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor Class Members and each of the other Released Parties shall be deemed by operation of law to have acknowledged, that the foregoing waiver was separately bargained for and a key element of the Settlement Any capitalized terms not otherwise defined in this Proof of Claim and Release Form shall have the meaning set forth in the Stipulation, a copy of which (with exhibits) may be obtained as explained in the Notice WWWTRANSFERAGENTSSETTLEMENTCOM Page 6 of 7 wwwtransferagentssettlementcom/noticeclaimformhtml

5 UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF NEW YORK THIS PAGE MUST BE RETURNED PART I: CLAIMANT IDENTIFICATION OWNER INFORMATION (Beneficial Owner) Claimant s First Name IN RE: SMITH BARNEY TRANSFER AGENT LITIGATION No 05 Civ 7583 (WHP) PROOF OF CLAIM Must be Postmarked No Later Than: JUNE 25, 2014 Please Type or Print Clearly Middle Last (Joint Beneficial Owner) Claimant s First Name Middle Last (If Claimant Not An Individual) Company/Entity Beneficial Owner Record Owner s Name (If Different From Beneficial Owner Listed Above) If Filing On Behalf of Claimant, Check One and Enter Name Below: mtrustee mcustodian m Nominee m Other Claimant(s) Street Address City State Zip Code Foreign Province Foreign Country MAILING INFORMATION (Indicate Same if same as above) Street Address City State Zip Code Foreign Province Foreign Country Social Security Number -OR- Employer Identification Number Work Telephone Number (beginning with Area Code) - - Home Telephone Number (beginning with Area Code) CHECK ONE: m Individual m Joint m Partnership m Estate m Corporation m Trust m IRA Account m Keogh m Other Pension (specify) m Other (specify) SB- PC LS BC1 BC2 DEF LATE For Claims Administration Only wwwtransferagentssettlementcom/noticeclaimformhtml Page 3 of 7 WWWTRANSFERAGENTSSETTLEMENTCOM

6 PART II: SCHEDULE OF BALANCES IN THE ELIGIBLE SMITH BARNEY FUND SHARES AS OF THE CLOSE OF BUSINESS ON SEPTEMBER 10, 2000 AND AS OF THE CLOSING DATE OF THE RESPECTIVE DAMAGES PERIODS PLEASE PROVIDE BALANCE INFORMATION FOR THE DATES REQUESTED FOR EACH SMITH BARNEY FUND IN WHICH YOU HAD INVESTED DURING THE RESPECTIVE DAMAGES PERIODS IN THE SCHEDULE BELOW FOR ANY OF THE FUNDS WHICH YOU HELD AT ANY TIME DURING THE DAMAGES PERIOD BUT DID NOT HOLD AT THE BEGINNING OR END OF THE DAMAGES PERIOD, PLEASE INDICATE THIS WITH A 000 IN THE RESPECTIVE BOX ALSO, PLEASE PROVIDE INFORMATION REGARDING YOUR SPECIFIC PUCHASES AND SALES IN PART III ON THE FOLLOWING PAGE Fund Name Opening Bal as of Sept 10, 2000 As Of Closing Balance Smith Barney Aggressive Growth Fund, Inc 12/26/02 Smith Barney Allocation Series, Inc - Allocation Growth Portfolio 5/28/03 Smith Barney Appreciation Fund, Inc Smith Barney Convertible Fund Smith Barney Diversified Strategic Income Fund Smith Barney High Income Fund Smith Barney Inc Fund Series - Smith Barney Prem Total Return Fund Smith Barney Fundamental Value Fund, Inc 1/23/03 Smith Barney World Funds, Inc - International All Cap Growth Portfolio 2/26/04 Smith Barney Managed Governments Fund, Inc 11/22/02 Smith Barney Investment Funds, Inc - Peachtree Growth Fund Smith Barney Investment Funds, Inc - Investment Grade Bond Fund Smith Barney Investment Funds, Inc - Small Cap Growth Fund Smith Barney Investment Trust - Large Capitalization Growth 1/27/03 3/27/03 Smith Barney Managed Municipals Fund, Inc 6/24/03 Smith Barney Money Funds, Inc - Cash Portfolio Smith Barney Equity Funds, Inc - Social Awareness Fund Fund Name Opening Bal as of Sept 10, /27/04 5/29/02 As Of (refer above) Closing Balance Remaining Bal as of May 9, 2010* *Footnote: Because the Smith Barney funds were reorganized into Legg Mason funds in 2006, your records would reflect the successor Legg Mason funds IF YOU HELD MORE THAN ONE CLASS OF ANY OF THE ABOVE FUNDS, PLEASE SUPPLY BALANCE INFORMATION FOR ANY ADDITIONAL CLASSES IN THE SECTION BELOW: Remaining Bal as of May 9, 2010* WWWTRANSFERAGENTSSETTLEMENTCOM Page 4 of 7 wwwtransferagentssettlementcom/noticeclaimformhtml

7 Fund Name Opening Bal as of Sept 10, 2000 As Of (refer above) Closing Balance Remaining Bal as of May 9, 2010* PART III: SCHEDULE OF TRANSACTIONS IN THE ELIGIBLE SMITH BARNEY FUND SHARES BETWEEN SEPTEMBER 11, 2000 AND THE CLOSING DATE OF EACH RESPECTIVE DAMAGES PERIOD PLEASE INCLUDE ADDITIONAL SHEETS IF YOU NEED TO REPORT MORE THAN 15 TRANSACTIONS PLEASE SEE EXHIBIT A FOR A LIST OF ELIGIBLE FUNDS INCLUDING FUND TICKERS AND RESPECTIVE DAMAGES PERIODS PLEASE PROVIDE AS MUCH TRANSACTIONAL INFORMATION AS POSSIBLE IN THE SCHEDULE BELOW AND INCLUDE AS MUCH SUPPORTING DOCUMENTATION AS POSSIBLE, EVEN IF YOUR RECORDS ARE INCOMPLETE INDICATE BY CHECKING THE PROOF BOX ON THE RIGHT IF YOU HAVE PROVIDED SUPPORTING DOCUMENTATION FOR ANY TRANSACTIONS FUND TICKER TRADE DATE (MM/DD/YY) PURCH OR SALE (P/S) 1 / /, 2 / /, 3 / /, 4 / /, 5 / /, 6 / /, / 7 /, 8 / /, 9 / /, 10 / /, 11 / /, 12 / /, 13 / /, 14 / /, 15 / /, # OF SHARES PROOF ( ) wwwtransferagentssettlementcom/noticeclaimformhtml Page 5 of 7 WWWTRANSFERAGENTSSETTLEMENTCOM