-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HU7XVS1RladoFAQaHQxq6slovhtRy0Jfeum4cRo4iPYzxfhkp//SRCCUvmlx82B4 B0oULIBQY3lHyLERU7E3/A== 0001193125-06-196297.txt : 20060925 0001193125-06-196297.hdr.sgml : 20060925 20060925122224 ACCESSION NUMBER: 0001193125-06-196297 CONFORMED SUBMISSION TYPE: DEFA14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20060925 DATE AS OF CHANGE: 20060925 EFFECTIVENESS DATE: 20060925 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LEGG MASON PARTNERS FUNDS, INC. CENTRAL INDEX KEY: 0000091157 IRS NUMBER: 132583041 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEFA14A SEC ACT: 1934 Act SEC FILE NUMBER: 811-01464 FILM NUMBER: 061106032 BUSINESS ADDRESS: STREET 1: 125 BROAD STREET STREET 2: 10TH FLOOR, MF-2 CITY: NEW YORK STATE: NY ZIP: 10004 BUSINESS PHONE: 800-451-2010 MAIL ADDRESS: STREET 1: 125 BROAD STREET STREET 2: 10TH FLOOR, MF-2 CITY: NEW YORK STATE: NY ZIP: 10004 FORMER COMPANY: FORMER CONFORMED NAME: SMITH BARNEY FUNDS INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: SMITH BARNEY INCOME & GROWTH FUND INC DATE OF NAME CHANGE: 19840815 FORMER COMPANY: FORMER CONFORMED NAME: MOODYS FUND INC DATE OF NAME CHANGE: 19720512 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LEGG MASON PARTNERS TRUST II CENTRAL INDEX KEY: 0000744389 IRS NUMBER: 000000000 FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: DEFA14A SEC ACT: 1934 Act SEC FILE NUMBER: 811-04007 FILM NUMBER: 061106033 BUSINESS ADDRESS: STREET 1: LEGG MASON STREET 2: 125 BROAD STREET, 10TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10004 BUSINESS PHONE: 800-625-4554 MAIL ADDRESS: STREET 1: LEGG MASON STREET 2: 125 BROAD STREET, 10TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10004 FORMER COMPANY: FORMER CONFORMED NAME: SMITH BARNEY TRUST II DATE OF NAME CHANGE: 20010619 FORMER COMPANY: FORMER CONFORMED NAME: CITIFUNDS TRUST II DATE OF NAME CHANGE: 19981030 FORMER COMPANY: FORMER CONFORMED NAME: LANDMARK CAPITAL GROWTH FUND DATE OF NAME CHANGE: 19900426 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LEGG MASON PARTNERS SECTOR SERIES, INC. CENTRAL INDEX KEY: 0000797480 IRS NUMBER: 133444708 STATE OF INCORPORATION: MD FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: DEFA14A SEC ACT: 1934 Act SEC FILE NUMBER: 811-04757 FILM NUMBER: 061106034 BUSINESS ADDRESS: STREET 1: 125 BROAD STREET STREET 2: 10TH FLOOR, MF-2 CITY: NEW YORK STATE: NY ZIP: 10004 BUSINESS PHONE: 800-451-2010 MAIL ADDRESS: STREET 1: 125 BROAD STREET STREET 2: 10TH FLOOR, MF-2 CITY: NEW YORK STATE: NY ZIP: 10004 FORMER COMPANY: FORMER CONFORMED NAME: SMITH BARNEY SECTOR SERIES INC. DATE OF NAME CHANGE: 20051215 FORMER COMPANY: FORMER CONFORMED NAME: SMITH BARNEY SECTOR SERIES FUNDS DATE OF NAME CHANGE: 20010627 FORMER COMPANY: FORMER CONFORMED NAME: SMITH BARNEY NATURAL RESOURCES FUND INC DATE OF NAME CHANGE: 19960116 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LEGG MASON PARTNERS INVESTMENT SERIES CENTRAL INDEX KEY: 0000810271 IRS NUMBER: 000000000 FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: DEFA14A SEC ACT: 1934 Act SEC FILE NUMBER: 811-05018 FILM NUMBER: 061106035 BUSINESS ADDRESS: STREET 1: 125 BROAD STREET STREET 2: 10TH FLOOR, MF-2 CITY: NEW YORK STATE: NY ZIP: 10004 BUSINESS PHONE: 800-451-2010 MAIL ADDRESS: STREET 1: 125 BROAD STREET STREET 2: 10TH FLOOR, MF-2 CITY: NEW YORK STATE: NY ZIP: 10004 FORMER COMPANY: FORMER CONFORMED NAME: SMITH BARNEY INVESTMENT SERIES DATE OF NAME CHANGE: 20010306 FORMER COMPANY: FORMER CONFORMED NAME: CONCERT INVESTMENT SERIES DATE OF NAME CHANGE: 19980224 FORMER COMPANY: FORMER CONFORMED NAME: COMMON SENSE TRUST DATE OF NAME CHANGE: 19920703 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LEGG MASON PARTNERS INVESTMENT FUNDS, INC. CENTRAL INDEX KEY: 0000355747 IRS NUMBER: 133089608 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEFA14A SEC ACT: 1934 Act SEC FILE NUMBER: 811-03275 FILM NUMBER: 061106036 BUSINESS ADDRESS: STREET 1: 125 BROAD STREET STREET 2: 10TH FLOOR, MF-2 CITY: NEW YORK STATE: NY ZIP: 10004 BUSINESS PHONE: 800-451-2010 MAIL ADDRESS: STREET 1: 125 BROAD STREET STREET 2: 10TH FLOOR, MF-2 CITY: NEW YORK STATE: NY ZIP: 10004 FORMER COMPANY: FORMER CONFORMED NAME: SMITH BARNEY INVESTMENT FUNDS INC DATE OF NAME CHANGE: 20060105 FORMER COMPANY: FORMER CONFORMED NAME: SMITH BARNEY INVESTMENT FUNDS INC /MD/ DATE OF NAME CHANGE: 20010308 FORMER COMPANY: FORMER CONFORMED NAME: SMITH BARNEY SHEARSON INVESTMENT FUNDS INC DATE OF NAME CHANGE: 19931015 0000091157 S000008951 Legg Mason Partners Large Cap Value Fund C000024307 Class A SBCIX C000024308 Class B SBCCX C000024309 Class C SBGCX C000024310 Class Y SBCYX 0000091157 S000008953 Legg Mason Partners U.S. Government Securities Fund C000024315 Class A C000024316 Class B C000024317 Class C C000024318 Class Y 0000355747 S000008868 Legg Mason Partners Small Cap Growth Fund C000024143 Class 1 sbcfx C000024144 Class A sbsgx C000024145 Class B sbybx C000024146 Class C sbslx C000024147 Class Y sbzyx 0000744389 S000008962 Legg Mason Partners Small Cap Growth Opportunities Fund C000024340 Class A CFSGX C000024341 Class B SMOBX C000024342 Class C SGOLX C000024343 Class Y SGOYX 0000797480 S000004132 Legg Mason Partners Health Sciences Fund C000011577 Class Y C000011578 Class A sbiax C000011579 Class B sbhbx C000011580 Class C sbhlx 0000810271 S000008936 Legg Mason Partners International Fund C000024278 Class Y C000024279 Class 1 SCQIX C000024280 Class A CSQAX C000024281 Class B CSQBX C000024282 Class C SIALX DEFA14A 1 ddefa14a.htm LEGG MASON PARTNERS SCHEDULE 14A LEGG MASON PARTNERS SCHEDULE 14A

SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES

EXCHANGE ACT OF 1934

(AMENDMENT NO.     )

 

Filed by the Registrant    x

 

Filed by a Party other than the Registrant    ¨

Check the appropriate box:

 

¨ Preliminary Proxy Statement

 

¨ Confidential, for Use of Commission Only (as permitted by Rule 14a-6(e)(2))

 

¨ Definitive Proxy Statement

 

x Definitive Additional Materials

 

¨ Soliciting Material Pursuant to § 240.14a-12

LEGG MASON PARTNERS FUNDS, INC.

LEGG MASON PARTNERS INVESTMENT FUNDS, INC.

LEGG MASON PARTNERS INVESTMENT SERIES

LEGG MASON PARTNERS SECTOR SERIES, INC.

LEGG MASON PARTNERS TRUST II


(Name of Registrant as Specified In Its Charter)


(Name of Person(s) filing Proxy Statement, if other than Registrant)

Payment of Filing Fee (Check the appropriate box):

 

x No fee required.

 

¨ Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

 

  (1) Title of each class of securities to which transaction applies:

 

  (2) Aggregate number of securities to which transaction applies:

 

  (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

 

  (4) Proposed maximum aggregate value of transaction:

 

  (5) Total fee paid:

 

¨ Fee paid previously with preliminary materials.

 

¨ Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 

(1) Amount Previously Paid:

 

(2) Form, Schedule or Registration Statement No.:

 

(3) Filing Party:

 

(4) Date Filed:


EVERY SHAREHOLDER’S VOTE IS IMPORTANT

 

  Your Proxy Vote is important!
  And now you can Proxy Vote by PHONE or the INTERNET.
  It saves Money! Telephone and Internet voting saves postage costs. Savings which can help minimize expenses.
  It saves Time! Telephone and Internet voting is instantaneous – 24 hours a day.
  It’s Easy! Just follow these simple steps:
  1. Read your proxy statement and have it at hand.
  2. Call toll-free 1-866-877-0438, or go to website: https://vote.proxy-direct.com
  3. Follow the recorded or on-screen directions.
  4. Do not mail your Proxy Card when you vote by phone or the Internet.

Please detach at perforation before mailing.

 

PROXY   PROXY

LEGG MASON PARTNERS FUNDS

SPECIAL MEETING OF SHAREHOLDERS

OCTOBER 19, 2006 AT 2:00 P.M.

PROXY IS SOLICITED BY THE BOARD OF DIRECTORS/TRUSTEES. The undersigned holder of shares hereby appoints R. Jay Gerken, Robert I. Frenkel, Thomas C. Mandia and Rocco Del Guercio attorneys and proxies for the undersigned, each with full powers of substitution and revocation, to represent the undersigned and to vote on behalf of the undersigned all shares of the Acquired Fund that the undersigned is entitled to vote at the Special Meeting of Shareholders of the Acquired Fund to be held at the offices of Bingham McCutchen LLP, 399 Park Avenue, 19th Floor, New York, New York 10022 on October 19, 2006 at 2:00 P.M., and any adjournments or postponements thereof. The undersigned hereby acknowledges receipt of the Notice of Special Meeting and Proxy Statement/Prospectus dated September 8, 2006 and hereby instructs said attorneys and proxies to vote said shares as indicated herein. In their discretion, the proxies are authorized to vote upon such other business as may properly come before the Special Meeting or any adjournments or postponements thereof. A majority of the proxies present and acting at the Special Meeting in person or by substitute (or, if only one shall be present, then that one) shall have and may exercise all of the power and authority of said proxies hereunder. The undersigned hereby revokes any proxy previously given.

 

    VOTE VIA THE TELEPHONE: 1-866-877-0438
    VOTE VIA THE INTERNET: https://vote.proxy-direct.com
      999 9999 9999 999         
           
    Note: Please sign exactly as your name appears on this Proxy. If joint owners, EITHER may sign this Proxy. When signing as attorney, executor, administrator, trustee, guardian or corporate officer, please give your full title.
                                                                                                   
    Signature(s)        
                                                                                                   
    Title(s), if applicable        
                                                                                          , 2006
    Date       LMP_16669


EVERY SHAREHOLDER’S VOTE IS IMPORTANT

 

 

FUNDS

  FUNDS

[Names of applicable Funds held by shareholder to be inserted]

  [Names of applicable Funds held by shareholder to be inserted]

[Names of applicable Funds held by shareholder to be inserted]

  [Names of applicable Funds held by shareholder to be inserted]

[Names of applicable Funds held by shareholder to be inserted]

  [Names of applicable Funds held by shareholder to be inserted]

Please detach at perforation before mailing.

This proxy, if properly executed, will be voted in the manner directed by the undersigned shareholder. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR APPROVAL OF THE PROPOSAL.

PLEASE MARK VOTES AS IN THIS EXAMPLE:    n

 

1. To approve the Agreement and Plan of Reorganization, providing for (i) the acquisition of all of the assets and the assumption of all of the liabilities of the Acquired Fund, in exchange for shares of the Acquiring Fund to be distributed to the shareholders of the Acquired Fund, and (ii) the subsequent termination of the Acquired Fund.

 

¨  To vote all Funds FOR;    ¨  to vote all Funds AGAINST;    ¨  to ABSTAIN votes for all Funds;  or vote separately by Fund below.

 

ACQUIRED FUND

     ACQUIRING FUND      FOR      AGAINST      ABSTAIN

Fundname Drop In

     Fundname Drop In       ¨            ¨                  ¨

Fundname Drop In

     Fundname Drop In       ¨            ¨                  ¨

Fundname Drop In

     Fundname Drop In       ¨            ¨                  ¨

Fundname Drop In

     Fundname Drop In       ¨            ¨                  ¨

Fundname Drop In

     Fundname Drop In       ¨            ¨                  ¨

Fundname Drop In

     Fundname Drop In       ¨            ¨                  ¨

 

2. To transact any other business which may properly come before the Special Meeting or any adjournments or postponements thereof.

NOTE: YOUR PROXY IS NOT VALID UNLESS IT IS SIGNED ON THE REVERSE SIDE.

 

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