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UNITED STATES DISTRICT COURTSOUTHERN DISTRICT OF NEW YORK
-xKATHLEEN FITZGERALD, individually and on behalf f:all others similarly situated, 3 cv 4 3 0 5
Plaintiff, : CLASS ACTION: COMPLAINT
- against -: Jury Trial Demanded
CITIGROUP INC., SALOMON SMITH BARNEY INC.,SMITH BARNEY ASSET MANAGEMENT, smrru
- 0WVflBARNEY FUND MANAGEMENT LLC, and - n — •,)
•CIT.IGROUP GLOBAL MARKETS INC. `—`••
Defendants.
PlaintaKathleen Fitzgerald ("Fitzgerald"), individually and On behalf of all
others similarly situated, as and for her Class Action Complaint, alleges the following uport' -„r
,
personal knowledge as to herself and her own acts and, as to other matters, which are particlqrly
•within Defendants' knowledge and lie within their control, .upon information and belief
Plaintiff s infortnation and belief is based upon an investigation of counsel which included,
among other things, a review of documents filed by Salomon Smith Barney Inc., and its parent
company Defendant Citigroup Inc., and its proprietary mutual funds that comprise the "Smith
Barney Mutual Fund Family" (the "Smith Barney Funds" or "Funds") with the Securities and
Exchange Commission ("SEC"), various news reports and articles, and other publicly available
infonnation.
INTRODUCTION
1. This is a securities class action brought on behalf of all individuals and
entities who invested 5100,000 or more of Class B shares in one or more Smith Bartley Funds
485471v106(12/03 15:10
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during the period June 6, 1998 through the present (the "Class Period"), where such
investment(s) could have otherwise qualified for the $100,000 "breakpoint" load reduction
associated with investments in Smith Barney Fund Class A shares (the "Class"))
2. Smith Barney sponsors over 60 proprietary, or in-house, mutual funds
under the umbrella Smith Barney Funds (the "Funds"). The Funds, sold to the investing public
through Smith Barney's nationwide network of retail brokers, or financial advisers, are
segmented by investment strategies and differing investment objectives such as capital
preservation, current income or growth opportunities. The Funds collectively hold tens of
billions of dollars.
3. Pursuant to Rule 18f-3, promulgated by the SEC in 1995 under the
Investment Company Act 011940 (the "ICA"), mutual funds were authorized to offer multiple
share classes of the same underlying portfolio of investments. The majority of Smith Barney
Funds offer investors the option of investing in different share classes, including Class A, B, L
and Y. Generally, a minimum initial investment of 81,000 is required for investments in A, B
and L Class shares. The share classes differ primarily based upon their the commission, or sales
charge structure as well as ongoing yearly distribution fees.2
4. Class A shares charge a front-end load, or sales charge. Class B shares
that have no front-end load, but charge a back-end load if the investor sells his or her shares
within six years, and Class L shares that have no front-end load, hut charge a smaller back-end
load if the investor sells his or her shares within one year.
The Smith Barney Funds are listed in Exhibit I hereto.2 Y shares, which carry no front or back-end load, are available for purchase by persons investing at least $15
million in Smith f3arney Funds and are, therefore, not comparable with A, B or L shares.
2 t485471v106112/03 15:10 -
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5. The annual distribution fees charged investors in Classes B and L shares
are considerably larger than the fees paid by Class A shares.
6. Smith Barney's Class B shares are an inferior investment choice because,
for investors willing to invest $100,000 or more in Smith Barney Funds, investments in Class B
shares will, on a percentage basis, pay more sales charges and ongoing annual fees to Smith
Barney than if the investor had selected Class A and/or L. Investors with $100,000 or more to
invest will always pay less in sales charges and ongoing distribution fees by investing in A
shares than they will investing in B shares because such investors pay a reduced up front load
due to the size of their investment. Under these circumstances, A shares are always a superior
investment choice to Class 11, regardless of anticipated holding period.
7. Despite the fact that Class B is never a sound investment choice for
investors that could have qualified for the $100,000 breakpoint reduction had they invested in
Class A shares, the majority of money invested in the Smith Barney Funds goes into Class B
shares.
8. Smith Barney fails to disclose to Class members that investing in Class B
shares never makes economic sense but instead results in the payment of unnecessary and
excessive fees to Defendants.
9. In marketing and selling Class B mutual fund shares to plaintiff and
others, Defendants violated the federal securities laws and engaged in a course of business which
operated as a fraud and deceit on mutual fund investors throughout the country.
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JURISDICTION AND VENUE
10. Plaintiff bring this action pursuant to Sections 11, 12(a)(2) and 15 of the
Securities Act, 15 U.S.C. §§ 77k, 771(a)(2) and 77o and Section 10(b) of the Exchange Act, 15
U.S.C. § 78j(b), and Rule 10b-5 promulgated thereunder, 17 C.F.R. § 240.10b-5.
11. This Court has jurisdiction over the subject matter of this action pursuant
to Section 22 of the Securities Act, 15 U.S.C. § 77v and Section 27 of the Exchange Act, 15
U.S.C. § 78aa, and 28 U.S.C. §§ 1331 and 1337.
12. Venue is proper in this judicial district pursuant to Section 22 of the
Securities Act, Section 27 of the Exchange Act and 28 U.S.C. § 1391. Many of the wrongful
acts alleged herein, including the creation of the fraudulent practice alleged herein and the
dissemination of materially false and misleading information, occurred in this district. Further,
Defendants maintain their principal place of business in this district.
13. In connection with the conduct complained of herein, Defendants, directly
or indirectly, used the means and instrumentalities of interstate commerce, including the U.S.
mails and the facilities of a national securities market.
THE PARTIES
14. Plaintiff Kathleen Fitzgerald is an individual residing in Great Neck, New
York. During the Class Period, Fitzgerald invested over $400,000 class "B" shares in three
mutual funds sponsored by Smith Barney, and suffered losses as a result of the securities law
violations alleged herein.
15. Defendant Salomon Smith Barney Inc. ("Smith Barney") is a leading
provider of comprehensive financial planning and advisory services to investors, institutions,
corporations and private businesses, governtnents and foundations. Smith Barney and its
442547 Iv!06/12/03 15:10
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affiliates are the sponsors of over 60 mutual funds that comprise the Smith Barney Fund 'Family.
The Funds arc sold to the investing public primarily through affiliates of Smith Barney and their
network of Smith Barney Financial Consultants. With more than 300 research analysts around
the globe and nearly 12,400 financial consultants in some 500 offices, Smith Barney offers
investment services, including asset allocation, private investments and lending services, hedge
funds, cash and portfolio management, as well as retirement, education and estate planning. A
wholly owned subsidiary of'Defendant Citigroup Inc., Smith Barney currently serves more than
7.5 million client accounts, representing nearly $900 billion in client assets. Smith Bartley and
Defendant Citigroup maintain headquarters at 399 Park Avenue, New York, New York 10022.
16. The Funds are managed by Defendants Smith Barney Fund Management
TLC or Smith Barney Asset Management, both subsidiaries of Citigroup Global Markets Inc.,
which is a subsidiary of Citigroup Inc. As of March 31, 2003, Citigroup Asset Management
manages $462.23 billion in assets, of which $194.5 billion is managed by Smith Barney Asset
Management. Defendants Smith Barney Fund Ivlanagemcnt LLC, Smith Barney Asset
Management and Citigroup Global Markets Inc. maintain their principal executive offices at 399
Park Avenue, New York, NY.
17. Defendants herein will be referred to collectively as "Smith Barney" or
Defendants.
18. During the Class Period, Defendants controlled the contents of annual
reports, prospectuses, and registration statements of the Funds. Defendants knew that Class .
members would pay more in sales charges than if they would have invested in A or L Class
shares but failed to disclose this critical fact in such publicly filed documents. Defendants also
knew that, tbr Class members, B shares would not be the appropriate investment vehicle, as
5485471v106/12/0:3 15:10
1101101111111.1111.110111111.1.1.i.mr, .
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compared to class A or L shares, and, therefore, its the representations being made in fund
prospectuses that "[flhe performance of the fund's other classes may be greater or less than the
Class B shares' performance" was IltIse and misleading. Defendants are responsible for the
accuracy of the Funds' annual reports and prospectuses/registration statements as well as the
sales practices of its financial advisers.
19. It is appropriate to treat Defendants as a group for pleading purposes of
the federal securities laws and the Federal Rules of Civil Procedure and to presume that the
materially false and misleading statements and fraudulent scheme alleged herein was made
possible through the collective actions of Defendants. Defendants were involved in the
preparation, drafting, review and dissemination of the false and misleading statements alleged
herein as well as the scheme by which Plaintiff ami the Class were charged excessive sales
charges for the investments in B shares and knew or recklessly disregarded that such false
statements were being issued, and approved or ratified these statements in violation of the federal
securities laws.
SUBSTANTIVE ALLEGATIONS
The Smith Barney Fund Family
20. Smith Barney is the sponsor of over 60 proprietary open and closed-end
mutual funds known as the Smith Barney Funds. Collectively, the Funds hold tens of billions of
investor dollars. Shares in the Funds are marketed to individual investors throughout the United
States primarily through Defendants' nationwide network of brokers, or financial advisers,
21. The assets and operations of the Smith Barney Funds are managed and
administered by Defendant Smith Barney Asset Management.
645i471 v1
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22. The Funds are all controlled by the same officers and directors and/or
trustees.
23. Thc Funds, which invest in stocks, bonds, and other classes of assets and
offer a wide range of investment strategies, arc marketed to the public as a "family of mutual
funds."
24. The Funds are marketed to investors in the same manner and through the
use of prospectuses that are virtually identical with respect to the tnisstatements and omissions
alleged herein.
25. The Funds are operated pursuant to a common set ofpolicies and
practices, including rules regarding the purchase and redemption of mutual fund shares.
26. All the multi-class Funds utilize the same general load and fee structure,
although there are minor variations as to specific amounts of fees and loads charged by certain
funds.
27. All of the Funds engage in the same deceptive practices regarding the
marketing of Class B shares that give rise to this action.
Mutual Fund Class Structure Fees and Expenses
28. The majority of the Funds, and many other mutual fund families, are
offered in different share classes, designated as A, B, and more recently L (sometimes called "C"
shares) and other share classes. The share classes for a given fund represent claims on the same
underlying portfolio of investments, hut differ in their expense structures.
29. Expenses for the share classes are differentiated with respect to the
amount and timing of one-time sales charges, referred to as "loads," and annual fees for asset
management, ntarketing, sales ("distribution"), and other services.
7,
. LIMINEMEIMM.
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30. For Class A shares in equity funds, Smith Barney typically charges what is
referred to as a "front-end load" in the amount of 4. 5% for investments of less than $25,000,
which is paid at the time of the initial investment. In addition, Class A shares are charged an
annual distribution fee of 0.25% as well as other fees and expenses. The front-end load is
reduced incrementally for investments of $25,000 or more. The incremental discounts are known
as "breakpoints." For example, an investment of $25,000 to $49,999 qualifies for the first
breakpoint and the front-end load is reduced from 4.5% to 4%. The front-end load for Class A
shares is eliminated altogether for investments of $1 million and over.
31. As set forth in the prospectuses for the Funds, an investor can also qualify
for breakpoints based on (1) the combined purchases of Class A shares in Funds, (2) under
rights of accumulation, (3) when the investor enters into a Letter of intent and (4) under a
number of other different scenarios relating to retirement planning.
32. Smith Barney offers Class B shares with no initial sales charge, but the
Class 13 shares are subject to a contingent deferred sales charge (CDSC), also known as a back-
end load, ranging from 4.5% percent in the first year the shares are held to 1% percent in the fifth
year. There is no CDSC for Class 13 Shares held more than five years. The Class 13 shares
convert to Class A shares after 8 years.
33. Smith Barney offers Class L shares with no initial sales charge, but the
Class L shares are subject to a contingent deferred sales charge of 1% if the shares are sold
within one year of purchase. Class L shares do not convert to Class A shares at any time.
34. In addition to the CDSC, Smith Barney states that it normally charges
shareholders of equity fund Class 13 an annual distribution fee of .75%, which is .5% more than
Class A shares, as well as the same other fees and expenses charged to Class A funds.
8485471v1
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35. A.s noted, share classes for a given fund represent claims on the same
underlying portfolio of investments, but differ in their expense structures. In order to determine
whether Class A, 13, or L shares are more or less expensive for a particular investment strategy or
investment amount, one must examine the fees and expenses associated with each share class
during the period of time the investor may hold the investment. This analysis must also take into
account the possibility of redemption at various tirnes and the anticipated asset appreciation. As
Smith Barney knows, such an analysis is beyond the ability of the vast majority of mutual fund
investors.
36. With respect to the relative performance of share classes, investments in
Smith Barney's bond funds perform in essentially the same way as the equity fund investments.
Class B remains an inferior and illogical investment.
37. Defendants promote, offer, and sell Class B shares to individuals and
entities investing in Smith Barney .funds, even though defendants know that Class members will
pay more fees and earn less profits than if they had chosen Class A and/or Class L shares.
Defendants knowingly fail tO inform investors of these critical facts.
38. Srnith Barney states in its fund prospectuses that "Classes A, B, L and Y.
Each class has different sales charges and expenses, allowing you to choose the class that best
meets your needs." This statement is misleading because implies that each share class represents
a legitimate investment that might be the superior choice for certain types of investors.
39. Similarly, the Smith Barney Fund prospectuses highlight that, with
investments in B shares, the entire investment amount is invested with out a deduction of an
upfront load and use this as a basis to state that this "may help offset the higher expenses of
Class B and Class L shares, but only if the fund performs well." However, for Class members,
9485471v100/12/03 15:10
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their investments in B shares would not "offset" the higher expenses and distribution fees paid as
owners of B shares.
40. Defendants failed to disclose facts necessary to allow investors to
understand that selecting Class B with respect to an investment of $100,000 or more would result
in payment of unnecessary fees.
41. Through the dissemination of its fund prospectuses and its acceptance of
billions of dollars in Class B investments, Smith Barney impliedly communicates to Class
members that investments in Class B shares are sometimes a rational, superior investment
choice. In truth, however, Smith Barney presents investors with a false and deceptive choice.
Regardless of whether a Class member is pursuing a short-term, medium-term, or long-term
investnient strategy, Class B shares represent an inferior investment choice. No rational Class
member would invest in Class B shares of Smith Bamey's funds if Defendants disclosed that
such an investment would always be inferior to an investment in Class A shares. In offering and
accepting such investments, Smith Barney collects excessive fees by preying on investors who
do not understand the complicated class share structure.
42. Nowhere in its fund prospectuses (or anywhere else) does Smith Barney
disclose the fact that investors who invest $100,000 or more in Class B shares of Smith Barney's
funds will always do worse than ilthey had invested in Class A shares. This critical fact is
material and should have been disclosed in order to make the information Smith Barney provided
not misleading.
43. Smith Barney fully understands the facts discussed above. The majority
of the dollars invested in the Smith Barney Funds during the Class Period are placed in Class B
shares. These shares are more profitable for Smith Barney than Class A and Class L shares, but
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more expensive for Class members. Defendants understand that if they disclosed the truth, their
sales of Class B shares, and the millions of dollars in excess fees defendants receive from Class
members, would disappear,
CLASS ACTION ALLEGATIONS
44, Plaintiff brings this action as a class action pursuant to Rules 23(a) and
23(b)(3) of the Federal Rules of Civil Procedure on behal f of all individuals and entities who
purchased $100,000 or more of Class 13 shares in one or more Smith Barney funds ("the
Subclass") during the period June 12, 1998 through the present (the "Class Period") where such
purchase(s) would have otherwise qualified for the $100,000 "breakpoint" load reduction
associated with the purchase of Class A shares.
45. The members of the Class are so numerous that joinder of all members is
impracticable. As of March 2003, the number of purchasers of Smith Barney B Shares is in
excess of 100,000 thousand and the number of such investors that are members of the Class is in
the thousands or tens of thousands.
46. Plaintiff's claims are typical of the claims of all members of the Class.
Members of the Class have sustained damages arising out of Defendants' wrongful conduct as
alleged herein.
47. Plaintiff will fairly and adequately protect the interests of the Class.
Plaintiff has retained counsel who is competent and experienced in class action and securities
litigation. Plaintiff has no interests that are contrary to or in conflict with those of the other
members of the Class.
48. A class action is superior to other available methods for the fair and
efficient adjudication of this controversy. The Class is numerous and geographically dispersed,
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and because the damages suffered by individual Class members may be relatively small, the
expense and burden of individual litigations make it virtually impossible for the members of the
Class to redress the wrongs done to them on an individual basis. There will be no difficulty in
the management of this action as a class action.
49. Common questions of law and fact exist as to all members of the Class
and predominate over any questions solely affecting individual members. These questions
include, but are not limited to, the following:
(a) Whether Defendants engaged in deceptive conduct as alleged
herein that violated the federal securities laws;
(b) Whether Defendants' SEC filings and other public
statements disseminated during the Class Period misrepresented and/or
omitted material facts;
(c) Whether Defendants acted knowingly or recklessly in issuing
materially false and misleading statements;
(d) Whether Class members purchase of B shares resulted in the
payment of excessive sales charges;
(e) Whether defendants had a duty to disclose material information
concerning the choice of share classes; and
(e) Whether the members of the Class have sustained damages and, if
so, the proper measure of such damages.
SCIENTER ALLEGATIONS
50. Defendants acted with scienter in that they devised a scheme to sell B
shares to Class members, which they knew would result in the payment of sales charges in
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excess of those for its other share classes and that the investing public would be easily mislead
by its complex pricing scheme, which also involved the dissemination of materially false and
misleading fund prospectuses to the investing public. As set forth above in detail, Defendants
participated in the fraudulent scheme alleged herein to increase their sales charge revenue and
ongoing receipt of distribution fees and were in a position to do so by virtue of their superior
knowledge and control over the contents of the prospectuses and other selling documents utilized
in deceiving Plaintiff and the Class into purchasing B shares, which Defendants knew was an
inferior investment as compared to A or L Class shares in Funds.
COUNT 1
Against All Defendants For Violations of Section 12 of the Securities Act of 1933
51. Plaintiff repeats and realleges the allegations set forth above as if fully set
forth herein.
52. Each Defendant was a seller, offeror, and/or solicitor of Class B mutual
fund shares to the Plaintiff Class during the Class Period within the meaning of § 12 of the
federal Securities Act of 1933, 15 U.S.C. § 771.
53. The Prospectuses used in connection with the sale of Fund B shares
contained materially false and misleading statements and omitted to state material facts
necessary in order to make the statements, in light of the circumstances under which they were
made, not misleading.
54. Defendants did not make a reasonable investigation or possess reasonable
grounds for the belief that the statements contained in the Prospectuses were true, without
omissions of any material facts and were not misleading.
1348547h'I06/12/01 1510
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55. Plaintiff, individually and representatively, hereby elect to rescind the
purchase ofB shares and tender to Smith Barney those securities that members of the Class
continue to own, in return for the consideration paid for those securities together with interest
thereon,
56. Members of the Class who have sold their Fund shares are entitled to
rescissory damages.
57. The action was brought within one year after the discovery of
Defendants' fraudulent scheme and the untrue statements and omissions in the Fund
Prospectuses and within three years after the 13 shares were offered to the public.
58. Defendants had a duty to disclose, but failed to disclose, the material
information set forth above concerning the superiority of Class A and/or Class L shares, as
compared to Class B shares, and the financial conflicts of interest of Smith Barney brokers in
promoting Class 13 shares. This information was clearly material to the investment decisions of
the members of the Plaintiff Class.
59. In connection with the offer and sale of securities, by the use of means or
instruments of transportation or communication in interstate commerce or of the mails,
Defendants made written communications which omitted to state material facts necessary to
make the statements made not misleading, in violation of § 12(a)(2) of the federal Securities Act
of 1933, 15 U.S.C. § 771(a)(2).
60. Smith Barney and/or Citigroup is the parent company of the other
defendants and is therefore a controlling person liable for the § 12 violations of the other
defendants pursuant to 15 U.S.C. § 770.
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61. Defendants are therefore liable to plaintiff and other members of the
Plaintiff Class under 15 U.S.C. §771 for such damages as may be determined by the Court, plus
pre judgment interest.
COUNT II
Against All Defendants For Violations of Section 11 of the Securities Act of 1933
62. Plaintiff repeats and realleges the allegations set forth above as if fully set
forth herein.
63. The registration statements of Smith Barney's mutual funds omitted to
state material facts necessary to make the statements therein not misleading. Defendants had a
duty to disclose these omitted facts.
64. Smith Barney and its affiliates acted as the underwriter with respect to the
securities purchased by the Plaintiff Class.
65. Plaintiff was unaware of the above-referenced material omissions.
Plaintiff and the other members of the Plaintiff Class have been damaged as a result of
defendant's misconduct.
66. Defendants are therefore liable to Plaintiff and other members of the
Plaintiff Class under § 11 of the federal Securities Act of 1933, 15 U.S.C. § 77k, for such
damages as may be determined by the Court, plus pre judgment interest.
67. At the time she purchased Fund shares, plaintiff and the other members of
the Class were without knowledge of the facts concerning the wrongful conduct alleged herein
and could not have reasonably discovered those facts prior to the end of the Class Period. Less
than one year has elapsed from the time that plaintiff discovered or reasonably could have
discovered the facts upon which this complaint is based to the time that plaintiff filed this
15485471v106/12/03 15:10
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Complaint. Less than three years have elapsed from the time that the shares upon which this
claim is brought were bona fide offered to the public to the time plaintiffs filed this Complaint.
68. Smith Barney and/or Citigroup and its affiliates control the distribution of
the Funds and are, therefore, controlling persons liable for the § 11 violations of Defendants
pursuant to 15 U.S.C. § 770.
COUNT III
Against All Defendants For Violations of Section 10(b) ofthe Securities Act of 1934 and SEC Rule 10b-5(a)
69. Plaintiff repeats and realleges the allegations set forth above as if fully set
forth herein.
70. In connection with the offer and sale of securities, Defendants
individually and in concert, directly and indirectly, by the use of means or instrumentalities of
interstate commerce and/or the mails, engaged and participated in a continuous course of conduct
to purposely misrepresent to Class Members that B shares represented a rationale investment
choice as compared to the purchase of A or L Class shares, which operated as a fraud and deceit
upon the Class during the Class Period in violation of § 10(b) of the Securities and Exchange Act
of 1934, 15 U.S.C. 78j, and Rule 10b-5(a) of the SEC Regulations promulgated under that Act.
71. In connection with the offer and sale of securities, defendants intentionally
and/or recklessly omitted to state material facts necessary to make the statements made to
plaintiff not misleading, in violation of § 10(b) of the Securities and Exchange Act of 1934, 15
U.S.C. 78j, and Rule 10b-5(b) of the SEC Regulations promulgated under that Act.
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72. Plaintiff and the other members of the Class were unaware of Defendants'
misconduct and the materially false and misleading statements in the prospectuses issued in
connection with the Funds.
73. Plaintiff and the other m emb er s of the Class have been damaged as a
result of Defendants' misconduct.
74. Smith Barney and/or Citigroup are controlling persons of the other
defendants and are therefore liable for the § 10(b) and Rule 10b-5 violations of the other
defendants pursuant to 15 U.S.C. § 78t.
75. Defendants are therefore liable to plaintiff and the other members of the
Class for such damages as may be determined by the Court, plus pre judgment interest.
WHEREFORE, Plaintiff, on behalf of herself and the other members of the Class,
respectfully request that the Court enter judgment as follows:
A. Declaring this action to be a proper class action maintainable pursuant to
Rule 23 of the Federal Rules of Civil Procedure;
B. Awarding Plaintiff and the Class compensatory and/or rescissory
compensatory damages as a result of the wrongdoing complained of herein;
C. Awarding Plaintiff and the Class the costs and expenses incurred in this
litigation, including reasonable attorney's and expert's fees; and
D. Granting Plaintiff and the Class such other and further relief as the Court
deems just and proper.
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DEMAND FOR JURY TRIAL
Plaintiff demands a trial by jury of all issues so triable.
Dated: June 11, 2003 GOODK / B • 0 • '/SUP A;:i• LP
By: /Jb 1. Bernstein (JB-0763)Christopher J. Keller (CK-2347)100 Park AvenueNew York, New York 10017-5563Tel: (212) 907-0700Fax: (212) 818-0477
DEUTSCH & LIPNERSeth E. Lipner (SL-3115)1325 Franklin AveGarden City, New York 11530(516) 294-0102
Attorneys for Plaintiff
18485471v106/05/03 16:30
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CERTIFICATION
1, -Kathleen Fitzgerald, hereby certify as follows:
1. I did not purchase Smith Barney mutual fund shares at the direction of counsel or in order
to participate in any private action under the federal securities laws;
2. I reviewed a complaint. prepared against Smith Barney alleging violations of the securities
laws and 1 an willing to serve as a lead plaintiff in this matter, including providing testimony at
deposition and trial, if necessary;
3. I purchased shares of the Smith Barney proprietary mutual funds as set forth below:
DATE FUND SHARES AMOUNT
7/20/00 Smith Barney I ligh Income Fund 13,034.411 $125,000
7/20/00 Smith Barney Aggressive Growth Fund138.471 $13,772.30
7/20/00 Smith Barney Strategic Income Fund 37,826.685 $275,000
4. I have rrot sought to serve as a lead plaintiff in any class action under the federal securities
laws during the last three years.
5. I will not accept payment for serving as a lead plaintiff beyond my pro rata share of any
recovery, except such reasonable costs and expenses (including losi wages) as ordered or approved
by the Court.
1 declare that the tbregoing is true and correct to the best of my knowledge,
information and belief, under the penalty of perjury.
• ,"
A } •• •
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-Dated: June , 2003 kc F4,113
Kathleen FitzgeraldKenwood Gardens160 Middle Neck RoadGreat Neck, New York 11021
Au /Alt Air,y AWAAIAAU A' WAY,.•
ernnn•t .toFund Prospectuses and Reports
Each prospectus contains more information about the Fund, including risks, charges and expenses.Please read it carefully before you invest or send money.
Fund NameAstable Rate Income Fund (Smith Barney Shares)Aggressive Growth Fund -Allocation Series Balanced PortfolioAllocation Series Conservative PortfolioAllocation Series Global PortfolioAllocation Series Growth PortfolioAllocation Series High Growth PortfolioAllocation Series Income PortfolioAppreciation FundArizona Municipals FundBalanced Fund California Municipals FundCapital and Income Fund (Smith Barney Shares) -Classic Values FundConvertible Fund (Smith Barney Shares)Diversified Large Cap Growth FundDiversified Strategic Income FundFinancial Services Fund •Florida PortfolioFundamental Value FundGeorgia PortfolioGlobal Government Bond Portfolio Government Securities FundGroup Spectrum Fund Growth & Income Fund (Smith Barney Shares)Hansberger Global Value FundHealth Sciences FundHigh Income FundIntermediate Maturity California Municipals Fund --- --Intermediate Maturity New York Municipals Fund International All Cap Growth PortfolioInternational Large Cap Fund Investment Grade Bond Fund Large Cap Core Fund -Large Capitalization Growth Fund --Large Cap Value Fund • 'Limited Term PortfolioManaged Governments FundManaged Municipals FundMassachusetts Municipals Fund Mid Cap Core FundMunicipal High Income FundNational Portfolio New Jersey Municipals FundNew York Portfolio Oregon Municipals FundPennsylvania PortfolioPremier Selections: All Cap Growth FundPremier Selections: Global Growth FundPremier Selections: Large Cap FundShort-Term Investment Grade Bond Fund •Small Cap Core FundSmall Cap Growth FundSmall Cap Growth Opportunities Fund
6/12/03http://srnithbarneymutualfunds.conillitinlif all reports.html