Case 1:15-cv-00711-MAK Document 194 Filed 10/12/18 Page 1 of 5 PageID #: 7419 IN THE UNITED STATES DISTRICT COURT IN AND FOR THE DISTRICT OF DELAWARE ROBERT HURWITZ, on Behalf of Himself and All Others Similarly Situated, Plaintiff, v. Case No.: 1:15-cv-00711-MAK CLASS ACTION ERIC MULLINS, CHARLES W. ADCOCK, JONATHAN C. FARBER, TOWNES G. PRESSLER, JR., JOHN A. BAILEY, JONATHAN P. CARROLL, SCOTT W. SMITH, RICHARD A. ROBERT, W. RICHARD ANDERSON, BRUCE W. MCCULLOUGH, and LOREN SINGLETARY, Defendants. AFFIDAVIT OF BRIAN STONE REGARDING (A MAILING OF THE SETTLEMENT NOTICE AND PROOF OF CLAIM; (B PUBLICATION OF SUMMARY NOTICE; AND (C UPDATE TO WEBSITE STATE OF NEW YORK ss.: COUNTY OF NASSAU BRIAN STONE, being duly sworn, deposes and says: 1. I am a Senior Project Manager for Epiq Class Action & Claims Solutions, Inc. ( Epiq and formerly Assistant Director of Operations at Garden City Group, LLC ( GCG located at 1985 Marcus Avenue, Suite 200, Lake Success, New York 11042. 1 Pursuant to this Court s July 27, 2018 Order [D.I. 191] (the Settlement Order, GCG (and now as part of Epiq was authorized to act as the Claims Administrator in connection with the Settlement of the above-captioned action (the Action. 2 The following statements are based on my personal 1 GCG was acquired by Epiq on June 15, 2018 and is now continuing operations as part of Epiq. 2 All capitalized terms that are not defined herein have the same meanings as set forth in the Stipulation of Settlement [D.I. 174], the Addendum to the Stipulation of Settlement [D.I. 182] ( Addendum, and the Second Addendum to the Stipulation of Settlement [D.I. 188] ( Second Addendum (collectively, the Stipulation.
Case 1:15-cv-00711-MAK Document 194 Filed 10/12/18 Page 2 of 5 PageID #: 7420 knowledge and information provided by other experienced GCG employees working under my supervision, and, if called as a witness, I could and would testify competently thereto. 2. Pursuant to this Court s January 1, 2018 Order [D.I. 126] (the Class Notice Order, GCG was previously authorized to act as the Notice Administrator, and as more fully described in the Affidavit of Jose C. Fraga Regarding the Dissemination of Notice of Pendency of Class Action, filed with the Court on April 3, 2018 [D.I. 147] (the Class Notice Affidavit, GCG conducted a mailing campaign in which it mailed the Notice of Pendency of Class Action (the Class Notice, to potential Class Members (the Class Notice Mailing. The Class Notice notified potential Class Members that the Action was pending and provided them with the opportunity to request exclusion from the Class. 3. Consistent with the Class Notice Order, the Class Notice informed potential Class Members that they may elect to exclude themselves from the Class by submitting a written request for exclusion which were to be postmarked by May 29, 2018, and mailed to LRR Energy Securities Litigation, c/o GCG, P.O. Box 10532, Dublin, Ohio 43017-4532. In total, GCG received 22 requests for exclusion, all of which were timely submitted. The requests for exclusion were previously submitted to the Court as Exhibit A-4 to the Stipulation [D.I. 174-1]. MAILING OF THE SETTLEMENT NOTICE AND PROOF OF CLAIM 4. Pursuant to the Settlement Order, GCG disseminated the Notice of Proposed Settlement of Class Action and Settlement Hearing (the Settlement Notice and the Proof of Claim and Release (the Proof of Claim and, collectively with the Settlement Notice, the Claim Packet to potential Class Members. A copy of the Claim Packet is attached hereto as Exhibit A. 5. GCG created a mailing file consisting of 6,999 names and addresses compiled as a result of the Class Notice Mailing. On August 9, 2018, Claim Packets were disseminated to 2
Case 1:15-cv-00711-MAK Document 194 Filed 10/12/18 Page 3 of 5 PageID #: 7421 those 6,999 potential Class Members by first-class mail. In addition, 5,505 Claim Packets were sent to one Nominee 3 who had made requests for that number to be sent to them in bulk for forwarding to their beneficial owner clients. 6. On August 9, 2018, Claim Packets were also mailed to 1,755 Nominees listed in GCG s proprietary Nominee Database. 4 The Settlement Notice included a statement explaining that if the Nominees had previously submitted names and addresses in connection with the Class Notice Mailing, they need not provide that information again unless they have additional names and addresses of potential Class Members to provide to GCG. The statement also explained that Nominees who previously elected to mail the Class Notice directly to Class Members now had to mail Claim Packets provided by GCG to those Class Members. 7. Since August 9, 2018, GCG has received an additional 1,494 names and addresses of potential Class Members from individuals or Nominees. GCG promptly sent a Claim Packet to each such name and address. In addition, during this same time period, GCG received requests from Nominees for 12 Claim Packets to be forwarded directly by the Nominees to potential Class Members. GCG promptly provided the requested Claim Packets to the Nominees. 8. In the aggregate, to date, GCG has mailed 15,860 Claim Packets to Nominees and potential Class Members. This includes 95 Claim Packets that were re-mailed to updated addresses provided by the U.S. Postal Service. 3 Nominee refers to the various brokerage firms, banks, financial institutions and other third-parties who purchase and hold a company's common stock in "street name" on behalf of beneficial purchasers. 4 This Nominee Database was substantially the same as the database used for the Class Notice Mailing, although GCG continuously updates its Nominee Database with new addresses when they are received, and eliminates duplicate or obsolete addresses when identified (as brokers merge or go out of business. 3
Case 1:15-cv-00711-MAK Document 194 Filed 10/12/18 Page 4 of 5 PageID #: 7422 PUBLICATION OF SUMMARY NOTICE 9. The Settlement Order also directed that the Summary Notice of Proposed Settlement of Class Action and Settlement Hearing ( Settlement Summary Notice be published once in the Investor s Business Daily ( IBD and be disseminated once over the PR Newswire. Accordingly, on August 13, 2018, GCG caused the Settlement Summary Notice to be published in the IBD and issued over the PR Newswire. A copy of the Settlement Summary Notice and the confirmations of publication are attached hereto as Exhibit B. UPDATE TO WEBSITE 10. As further described in the Class Notice Affidavit, GCG maintains a website dedicated to this Action. This website is located at www.lrrenergysecuritieslitigation.com. The website continues to be accessible 24 hours a day, seven days a week. As directed by the Settlement Order, the website was updated on August 10, 2018 with links to the following materials: (a (b (c (d (e (f (g (h Stipulation, including the Addendum and the Second Addendum; Settlement Notice; Proof of Claim; Settlement Summary Notice; Amended Class Action Complaint; Memorandum Opinion Denying Defendants Motion to Dismiss; Order Granting Plaintiff s Motion for Class Certification; LRE Defendants Amended Answer to Plaintiff s Amended Class Action Complaint; (i The Vanguard Defendants Amended Answer to Plaintiff's Amended Class Action Complaint; and (j the Settlement Order. 4
Case 1:15-cv-00711-MAK Document 194 Filed 10/12/18 Page 5 of 5 PageID #: 7423
Case 1:15-cv-00711-MAK Document 194-1 Filed 10/12/18 Page 1 of 22 PageID #: 7424
Case 1:15-cv-00711-MAK Document 194-1 Filed 10/12/18 Page 2 of 22 PageID #: 7425 IN THE UNITED STATES DISTRICT COURT IN AND FOR THE DISTRICT OF DELAWARE ROBERT HURWITZ, on Behalf of Himself and All Others Similarly Situated, v. Plaintiff, ERIC MULLINS, CHARLES W. ADCOCK, JONATHAN C. FARBER, TOWNES G. PRESSLER, JR., JOHN A. BAILEY, JONATHAN P. CARROLL, SCOTT W. SMITH, RICHARD A. ROBERT, W. RICHARD ANDERSON, BRUCE W. MCCULLOUGH, and LOREN SINGLETARY, Defendants. Case No.: 1:15-cv-00711-MAK CLASS ACTION NOTICE OF PROPOSED SETTLEMENT OF CLASS ACTION AND SETTLEMENT HEARING TO: ALL PERSONS OR ENTITIES: (i HOLDING LRR ENERGY, L.P. ("LRE" OR THE "COMPANY" COMMON UNITS AS OF AUGUST 28, 2015 THROUGH THE OCTOBER 5, 2015 CLOSE OF VANGUARD NATURAL RESOURCES, LLC'S ("VANGUARD" ACQUISITION OF LRE (THE ACQUISITION, WERE DAMAGED, AND ASSERT CLAIMS PRESENTLY SUSTAINED IN THE MARCH 13, 2017, DECEMBER 29, 2017, AND MARCH 8, 2018 ORDERS UNDER SECTIONS 14(A AND 20(A OF THE EXCHANGE ACT; AND (ii RECEIVING VANGUARD COMMON UNITS IN EXCHANGE FOR THEIR LRE COMMON UNITS ON OR ABOUT OCTOBER 5, 2015 UNDER THE REGISTRATION STATEMENT, AS AMENDED, WERE DAMAGED, AND ASSERT CLAIMS PRESENTLY SUSTAINED IN THE MARCH 13, 2017, DECEMBER 29, 2017, AND MARCH 8, 2018 ORDERS UNDER SECTIONS 11 AND 15 OF THE SECURITIES ACT; (iii BUT EXCLUDING DEFENDANTS, MEMBERS OF THE IMMEDIATE FAMILY OF EACH INDIVIDUAL DEFENDANT; AN OFFICER OR DIRECTOR OF VANGUARD OR LRE, A FIRM, TRUST, CORPORATION, OFFICER, OR OTHER ENTITY IN WHICH A DEFENDANT HAS OR HAD A CONTROLLING INTEREST; PERSONS PARTICIPATING IN THE ALLEGED MATERIAL OMISSIONS OR MISREPRESENTATIONS, AND THE LEGAL REPRESENTATIVES, AGENTS, AFFILIATES, HEIRS, BENEFICIARIES, SUCCESSORS-IN-INTEREST, OR ASSIGNS OF AN EXCLUDED PERSON OR ENTITY; AND ALSO EXCLUDING THOSE PERSONS LISTED IN EXHIBIT A-4 TO THE STIPULATION OF SETTLEMENT WHO, PURSUANT TO THE COURT'S JANUARY 17, 2018 ORDER [D.I. 126], TIMELY AND VALIDLY REQUESTED TO BE EXCLUDED FROM THE CLASS (THE "CLASS". PLEASE READ THIS NOTICE CAREFULLY AND IN ITS ENTIRETY. YOUR RIGHTS MAY BE AFFECTED BY PROCEEDINGS IN THIS ACTION. PLEASE NOTE THAT IF YOU ARE A CLASS MEMBER, YOU MAY BE ENTITLED TO SHARE IN THE PROCEEDS OF THE SETTLEMENT DESCRIBED IN THIS NOTICE. TO CLAIM YOUR PRO RATA SHARE OF THE NET SETTLEMENT AMOUNT, YOU MUST SUBMIT A VALID PROOF OF CLAIM AND RELEASE FORM ("PROOF OF CLAIM" POSTMARKED OR SUBMITTED ONLINE ON OR BEFORE NOVEMBER 26, 2018. This Notice of Proposed Settlement of Class Action and Settlement Hearing ("Notice" has been sent to you pursuant to Rule 23 of the Federal Rules of Civil Procedure and an Order of the U.S. District Court for the District of Delaware (the "Court". The purpose of this Notice is to inform you of: (i the pendency of this class action (the "Action" between plaintiff Robert Hurwitz ("Class Representative" or "Hurwitz", defendants Eric Mullins, Charles W. Adcock, Jonathan C. Farber, Townes G. Pressler, Jr., John A. Bailey, and Jonathan P. Carroll (the "LRE Defendants", and defendants Scott W. Smith, Richard A. Robert, W. Richard Anderson, Bruce W. McCullough, and Loren Singletary (the "VNR Defendants" (the LRE Defendants and VNR Defendants are, collectively, the "Defendants"; (ii the proposed $8 million settlement reached therein (the "Settlement"; and (iii the hearing to be held by the Court to consider the fairness, reasonableness, and adequacy of the Settlement as well as Class Counsel's application for fees, costs, and expenses - 1 -
Case 1:15-cv-00711-MAK Document 194-1 Filed 10/12/18 Page 3 of 22 PageID #: 7426 and Class Representative's request for a Service Award (the "Settlement Hearing". This Notice describes what steps you may take in relation to the Settlement and this class action. 1 This Notice is not intended to be, and should not be construed as, an expression of any opinion by the Court with respect to the truth of the allegations in the Action as to any of the Defendants or the merits of the claims or defenses asserted by or against the Defendants. This Notice is solely to advise you of the proposed Settlement of the Action and of your rights in connection therewith. YOUR LEGAL RIGHTS AND OPTIONS IN THIS SETTLEMENT SUBMIT A CLAIM FORM As a Class Member, you will receive an Initial Settlement Payment (see No. 7 How much will my payment be?. In addition to an Initial Settlement Payment, you are required to submit a Proof of Claim in order to also be eligible to receive a portion of the Net Settlement Amount allocated on a perunit basis. Proof of Claim forms must be postmarked or submitted online on or before November 26, 2018. OBJECT Write to the Court about why you do not like the Settlement, the Initial Settlement Payment, the Plan of Allocation, and/or the request for attorneys' fees and expenses and the Service Award. You will still be a Member of the Class. Objections must be received by the Court on or before November 9, 2018. GO TO THE HEARING ON DECEMBER 14, 2018. You may speak in Court about the fairness of the Settlement at the Settlement Hearing currently scheduled for 12:30 p.m. Eastern, on December 14, 2018, in the Courtroom of the Honorable Mark A. Kearney, at the U.S. District Court in and for the Eastern District of Pennsylvania, U.S. Courthouse, 601 Market Street, Philadelphia, PA 19106. DO NOTHING As a Class Member, you will receive an Initial Settlement Payment but no additional payment. You will, however, still be a Class Member, which means that you give up your right to ever be part of any other lawsuit against the Defendants or any other Released Party about the legal claims being resolved by this Settlement and you will be bound by any judgments or orders entered by the Court in the Action. SUMMARY OF THIS NOTICE Statement of Class Recovery Pursuant to the Settlement described herein, an $8 million settlement has been established (the "Settlement Amount". A Class Member's actual recovery consists of: (i the Initial Settlement Payment; plus (ii a portion of the Net Settlement Amount allocated on a per-unit basis among the Settlement Amount Recipients who submit to the Paying Agent a valid Proof of Claim by November 26, 2018 based on the number of Vanguard common units received by the applicable Settlement Amount Recipient upon closing of the Acquisition. Statement of Potential Outcome of the Case The Settling Parties disagree on both liability and damages and do not agree on the amount of damages that would be recoverable, if any, if the Class prevailed on each claim alleged. The Defendants deny that they are liable to the Class and deny that the Class has suffered any damages. The issues on which the parties disagree are many, but 1 All capitalized terms used in this Notice that are not otherwise defined herein shall have the meanings provided in the Stipulation of Settlement dated June 27, 2018, along with the addendums thereto dated July 11, 2018 and July 25, 2018 (the "Stipulation", which are available online at www.lrrenergysecuritieslitigation.com and www.robbinsarroyo.com/category/notices. - 2 -
Case 1:15-cv-00711-MAK Document 194-1 Filed 10/12/18 Page 4 of 22 PageID #: 7427 include: (1 whether Defendants engaged in conduct that would give rise to any liability to the Class under the federal securities laws, or any other laws; (2 whether Defendants have valid defenses to any such claims of liability; (3 whether the definitive joint registration statement/proxy statement disseminated by Defendants in connection with the Acquisition omitted material information concerning Vanguard's then-existing financial condition in violation of the federal securities laws; and (4 the amount of damages (if any to which Class Representative and the Class are entitled. Statement of Attorneys' Fees and Expenses Sought Class Counsel will apply to the Court for an award of attorneys' fees not to exceed $2.4 million (30% of the Settlement Amount, plus expenses not to exceed $325,000, plus interest earned on both amounts at the same rate as earned by the Settlement Fund. Since the Action's inception, Class Counsel has expended considerable time and effort in the prosecution of this Action on a wholly contingent basis and has advanced the expenses of the Action with the expectation that if counsel was successful in obtaining a recovery for the Class, counsel would be paid from such recovery. In addition, the Class Representative intends to petition the Court for a Service Award to reflect the time and effort he has expended on behalf of the Class. Further Information For further information regarding the Action, this Notice, or to review the Stipulation, please contact the Claims Administrator toll-free at (800 324-2941, or visit the website at www.lrrenergysecuritieslitigation.com. You may also contact representatives of counsel for the Class: Stephen J. Oddo, Esq., Robbins Arroyo LLP, 600 B Street, Suite 1900, San Diego, CA 92101, Telephone: 619-525-3990, www.robbinsarroyo.com. PLEASE DO NOT CALL THE COURT OR DEFENDANTS WITH QUESTIONS ABOUT THE SETTLEMENT. Reasons for the Settlement Class Representative's principal reason for entering into the Settlement is the benefit to the Class now, without further risk or the delays inherent in continued litigation. The cash benefit under the Settlement must be considered against the significant risk that a smaller recovery or, indeed, no recovery at all might be achieved after contested motions, trial, and likely appeals, a process that could last several years into the future. For Defendants, who have denied and continue to deny all allegations of liability, fault, or wrongdoing whatsoever, the principal reason for entering into the Settlement is to eliminate the uncertainty, risk, costs, and burdens inherent in any litigation, especially in complex cases such as this Action. 1. Why did I get this Notice package? BASIC INFORMATION This Notice was sent to you pursuant to an Order of a U.S. federal court because you or someone in your family or an investment account for which you serve as custodian may have owned LRE common units as of August 28, 2015 that were exchanged for Vanguard common units on or about October 5, 2015, upon close of the Acquisition. This Notice explains the class action lawsuit, the Settlement, Class Members' legal rights in connection with the Settlement, what benefits are available, who is eligible for them, and how to get them. This Action is pending in the U.S. District Court for the District of Delaware and the case is known as Hurwitz v. Mullins, et al., Case No. 1:15-cv-00711-MAK. The case has been assigned to the Honorable Mark A. Kearney of the U.S. District Court for the Eastern District of Pennsylvania. The individual representing the Class is the Class Representative, and the individuals he sued and who have now settled are called the Defendants. 2. What is this lawsuit about? On August 18, 2015, Class Representative filed a class action complaint on behalf of the public unitholders of LRE against the LRE Defendants, Vanguard, and Lighthouse Merger Sub, LLC ("Lighthouse Merger Sub", asserting violations of sections 14(a and 20(a of the Securities Exchange Act of 1934 (the "Exchange Act", and U.S. Securities and Exchange Commission ("SEC" Rule 14a-9 promulgated thereunder, in connection with the acquisition of LRE by Vanguard and Lighthouse Merger Sub that was first announced on April 20, 2015. On January 20, 2016, the Court appointed Hurwitz as Lead Plaintiff, Robbins Arroyo LLP as Lead Counsel, and Cooch and Taylor, P.A. as Liaison Counsel for plaintiff. - 3 -
Case 1:15-cv-00711-MAK Document 194-1 Filed 10/12/18 Page 5 of 22 PageID #: 7428 On June 22, 2016, Hurwitz filed the operative Amended Class Action Complaint ("Complaint", adding LRE and the VNR Defendants as defendants, and alleging: violations of section 14(a of the Exchange Act against LRE, Vanguard, Lighthouse Merger Sub, the LRE Defendants, and the VNR Defendants; violations of section 20(a of the Exchange Act against the LRE Defendants and the VNR Defendants; and violations of sections 11 and 15 of Securities Act of 1933 ("Securities Act" against Vanguard and the VNR Defendants. On August 22, 2016, Defendants filed their motion to dismiss the Complaint, which Hurwitz opposed. On February 1, 2017, Vanguard and several of its subsidiaries, including LRE, filed voluntary petitions for Chapter 11 bankruptcy in the U.S. Bankruptcy Court for the Southern District of Texas. On February 23, 2017, a notice of bankruptcy and suggestion of automatic stay was filed in this Court by Vanguard and LRE. On August 1, 2017, Vanguard announced that it successfully emerged from Chapter 11 as a new corporation under the name of Vanguard Natural Resources, Inc. 2 On March 13, 2017, Judge Sue L. Robinson denied Defendants' motion to dismiss. On March 27, 2017, the Defendants filed answers to the Complaint. On July 25, 2017, this matter was reassigned to Judge Mark A. Kearney in the U.S. District Court for the Eastern District of Pennsylvania upon Judge Robinson's retirement. On August 2, 2017, Judge Kearney issued a revised scheduling order shortening the period for fact and expert discovery and setting a July 30, 2018 trial date. On November 3, 2017, Hurwitz moved for class certification, which Defendants opposed. Also on November 3, 2017, Defendants filed motions for summary judgment on Hurwitz's individual Securities Act and Exchange Act claims. On December 29, 2017, Defendants' motions for summary judgment were denied without prejudice as premature. On January 2, 2018, Judge Kearney granted Hurwitz's motion for class certification and conditionally certified a class consisting of former LRE unitholders who held LRE common units as of August 28, 2015 that were exchanged on or about October 5, 2015 for Vanguard common units in connection with the close of the LRE Acquisition. On January 17, 2018, the Court entered an order approving the Class notice, notice procedures, and appointment of notice administrator and set May 29, 2018 as the deadline for Class Members to request exclusion from the Class. Since March 30, 2018, approximately 14,134 notices have been mailed to potential members of the certified Class. As of May 29, 2018, twenty-two putative members of the Class have submitted requests for exclusions. During the pendency of the Action, the Settling Parties have undertaken extensive fact and expert discovery relating to the claims in this litigation. Specifically, Class Counsel has reviewed tens of thousands of pages of documents and other materials produced by Defendants in response to numerous discovery requests, including e-mail communications, board materials, financial data, analyst reports, and SEC filings. Class Counsel has also reviewed documents and other materials produced in response to the subpoenas Class Counsel issued to various third-parties, including, among others: (i LRE's financial advisor, Tudor, Pickering, Holt & Company; (ii LRE's conflicts committee's financial advisor, Simmons & Company; and (iii Vanguard's lead lender and administrative agent, Citibank, N.A. Since January 2018, Class Counsel has deposed ten witnesses who played a role in the Acquisition of LRE and/or the administration of Vanguard's credit agreement, including many of the former officers and/or directors of LRE and Vanguard. Class Counsel has responded to discovery propounded by Defendants and sat for a deposition by Defendants' counsel. In addition, Class Counsel retained three industry and financial experts to assist with evaluating documents and testimony as well as assessing damages sustained by Class Representative and the Class as a result of Defendants' alleged violations of the Exchange Act and the Securities Act. On April 9, 2018, Class Counsel provided Defendants reports of the three persons designated by Class Representative as experts. That same day, Class Representative received the affirmative report of the person whom Defendants designated as an expert. In April 2018, the Settling Parties agreed to participate in mediation before Robert A. Meyer, Esq. The Settling Parties prepared detailed mediation statements and engaged in a full-day, in-person mediation session with Mr. Meyer on May 17, 2018. These efforts culminated with the Settling Parties agreeing to settle the Action for $8,000,000, subject to the negotiation of the terms of a Stipulation of Settlement and approval by the Court. On May 22, 2018, the Settling Parties informed the Court that they reached an agreement-in-principle to settle the Action. 2 On March 7, 2018, Class Representative stipulated to the dismissal of LRE and Vanguard as, pursuant to the Bankruptcy Plan, any claims against the debtors Vanguard and LRE were expunged, disallowed, and discharged. Pursuant to the stipulation, on March 8, 2018, the Court dismissed defendants LRE and Vanguard with prejudice. - 4 -
Case 1:15-cv-00711-MAK Document 194-1 Filed 10/12/18 Page 6 of 22 PageID #: 7429 3. Why is there a Settlement? The Court has not decided in favor of the Defendants or the Class Representative. Instead, both sides agreed to the Settlement to avoid the distraction, costs, and risks of further litigation, and Class Representative agreed to the Settlement in order to ensure that Class Members will receive compensation. 4. How do I know if I am a Member of the Class? WHO IS IN THE SETTLEMENT The Court directed that everyone who fits this description is a Class Member: all Persons or entities that held LRE common units as of August 28, 2015 that were exchanged for Vanguard common units on or about October 5, 2015 under the registration statement (as amended issued in relation to the Acquisition and were damaged thereby, except those Persons or entities that are excluded. Excluded from the Class are: Defendants; members of the immediate family of each individual Defendant; an officer or director of Vanguard or LRE; a firm, trust, corporation, officer, or other entity in which a Defendant has or had a controlling interest; Persons participating in the alleged material omissions or misrepresentations; and the legal representatives, agents, affiliates, heirs, beneficiaries, successors-in-interest, or assigns of any excluded Person or entity. Also excluded from the Class is any Class Member who requested exclusion on or before the May 29, 2018 deadline provided in the Class notice. Please Note: If you are a Class Member and you wish to be eligible to participate in the pro rata distribution of proceeds from the Net Settlement Amount, you are required to submit the Proof of Claim that is being distributed with this Notice and the required supporting documentation as set forth therein postmarked or submitted online on or before November 26, 2018. 5. What if I am still not sure if I am included? If you are still not sure whether you are included, you can ask for free help. You can contact the Claims Administrator toll-free at (800 324-2941, or you can fill out and return the Proof of Claim form enclosed with this Notice package to see if you qualify. 6. What does the Settlement provide? THE SETTLEMENT BENEFITS WHAT YOU GET The Settlement provides that, in exchange for the release of the Released Claims (as defined below and dismissal of the Action with prejudice, Defendants have agreed to instruct their respective insurer and/or indemnitor to pay their respective portion of a Settlement Amount that totals $8 million in cash. After the deduction of Administration Costs, taxes, Initial Settlement Payments, fees, expenses, and Service Award, the remaining Settlement Amount proceeds will be distributed according to the Plan of Allocation. (See No. 19 How will the Settlement Amount be Allocated? 7. How much will my payment be? A payment of $5.00 (five dollars, payable via check each an "Initial Settlement Payment" and together the "Initial Settlement Payments" will be made to each Person who: (i is a Class Member; (ii received notice of class pendency pursuant to the Court's January 17, 2018 Order [D.I. 126], or otherwise provides a valid Proof of Claim identifying him, her, or itself as a valid Class Member; and (iii did not validly request exclusion from the Class. 3 In addition to an Initial Settlement Payment, each Class Member is also eligible to receive a portion of the Net Settlement Amount. (See No. 19 How will the Settlement Amount be allocated?. Your share of the Net Settlement Amount will depend on several things, including the total amount of claims represented by the valid Proof of Claim forms that Class Members send in, compared to the amount of your claim. 3 For avoidance of doubt, submission of a Proof of Claim is not required for a Class Member to be entitled to receive an Initial Settlement Payment. - 5 -
Case 1:15-cv-00711-MAK Document 194-1 Filed 10/12/18 Page 7 of 22 PageID #: 7430 The proposed Settlement, if approved by the Court, will provide $8 million to pay claims of investors who received Vanguard common units on or around October 5, 2015 in connection with the close of the Acquisition. The $8 million represents a recovery of approximately $0.76 per Vanguard common unit received by the Class. The Court-appointed lawyers for the Class will ask the Court for up to $2.4 million in attorneys' fees (30% of the Settlement Amount and up to $325,000 in reimbursement for expenses for their work litigating the case and negotiating the Settlement. They will also ask for an award to the Class Representative not to exceed $25,000, for his reasonable time and effort in securing the Settlement. If approved by the Court, these amounts (totaling approximately $0.26 per Vanguard common unit will be paid from the Settlement Fund. The estimated average recovery for the Class, after deducting attorneys' fees and expenses, and the Class Representative award of reasonable costs and expenses (if approved by the Court, is approximately $0.50 per Vanguard common unit received in connection with the close of the Acquisition of LRE. 8. How can I get a payment? HOW YOU GET A PAYMENT SUBMITTING A CLAIM FORM The Initial Settlement Payments will be distributed by the Claims Administrator via U.S. Mail to each eligible Person after the Final Approval Order becomes Final and is no longer subject to appeal. To be eligible to receive a pro rata payment from the Net Settlement Amount, you MUST submit a Proof of Claim form. A Proof of Claim form is enclosed with this Notice or it may be downloaded at www.lrrenergysecuritieslitigation.com. Read the instructions carefully, fill out the Proof of Claim, include all the documents the form asks for, sign it, and mail or submit it online so that it is postmarked or received no later than November 26, 2018. The Proof of Claim form may be submitted online at www.lrrenergysecuritieslitigation.com. 9. When would I get my payment(s? The Court will hold a Settlement Hearing on December 14, 2018, at 12:30 p.m., to decide whether to approve the Settlement. If the Court approves the Settlement, there might be appeals. It is always uncertain whether appeals can be resolved, and if so, how long it would take to resolve them. It also takes time for all the Proofs of Claim to be processed. Please be patient. In any event, the Settlement calls for the Initial Settlement Payments to be distributed to eligible Class Members after the Final Approval Order approving the Settlement becomes a "Final" judgment and is no longer subject to appeal. 10. What am I giving up if the Settlement is approved? Unless you timely and validly excluded yourself, you are in the Class, and that means you cannot sue, continue to sue, or be part of any other lawsuit against Defendants or the Released Parties about the Released Claims. It also means that all of the Court's orders will apply to you and legally bind you. If the Settlement is approved and if you are a Class Member and have not timely and validly opted out of the Class, you will give up all "Released Claims," including "Unknown Claims" (as defined below that you may have against the "Released Parties" (as defined below: "Released Claims" means any and all manner of claims, rights, duties, controversies, obligations, demands, actions, debts, amounts, costs, sums of money, expenses, suits, contracts, agreements, promises, damages, losses, judgments, liabilities, allegations, arguments, and causes of action of every nature and description, that have been, could have been, or in the future can or might be asserted in any court, tribunal, or proceeding (including but not limited to any claims arising under federal, state, local, common, statutory, administrative, or foreign law, or any other law, rule, or regulation, at law or in equity, whether class or individual in nature, whether fixed or contingent, whether accrued or unaccrued, whether liquidated or unliquidated, whether matured or unmatured, whether pleaded or unpleaded, whether suspected or unsuspected, whether apparent or unapparent, including Unknown Claims as defined in paragraph 1.31 of the Stipulation, that the Class Representative or any Class Member asserted or could have asserted based upon, arising out of, or relating to any fact, matter, allegation, transaction, event, disclosure, statement, representation, act, failure to act, or omission that was asserted or could have been asserted by Class Representative or any Class Member which arise out of or relate in any way to: (i the Acquisition; (ii any actions, deliberations or negotiations in connection with the Acquisition or any agreements, disclosures, or events related thereto; (iii the transfer or conversion of LRE units as a result of the Acquisition; or (iv any disclosure, public filing (including, but not limited to registration statements and proxies, or other statements, acts, or omissions by LRE, Vanguard, Lighthouse Merger Sub, any Defendant, or any Released Party based - 6 -
Case 1:15-cv-00711-MAK Document 194-1 Filed 10/12/18 Page 8 of 22 PageID #: 7431 upon, arising out of, or relating to any fact, matter, allegation, transaction, event, disclosure, statement, representation, act, failure to act, or omission that was asserted or could have been asserted by Class Representative or any Class Member in the Action; provided, however, that the Released Claims shall not include claims to enforce the Settlement. "Released Parties" collectively and "Released Party" individually means: (i each Defendant; (ii any Person which is, was, or will be related to or affiliated with any Defendant or in which any Defendant has, had, or will have a controlling interest; (iii LRE; (iv Vanguard and Vanguard Natural Resources Inc.; and (v each and all of the foregoing's current and former parents, subsidiaries, general partners, divisions, and affiliates (including, for avoidance of doubt, Lime Rock Resources, and the respective present and former employees, members, principals, officers, directors, controlling unitholders, attorneys, advisors, accountants, auditors, and insurers and reinsurers of each of them; and the predecessors, successors, estates, spouses, heirs, executors, trusts, trustees, administrators, agents, legal or personal representatives, and assigns of each of them, in their capacity as such. "Unknown Claims" means any claim that Class Representative or any other Class Member does not know or suspect exists in his, her, or its favor at the time of the release of the Released Claims as against any Released Party, including without limitation those which, if known, might have affected the decision to enter into the Settlement or to object or to not object to the Settlement. With respect to any of the Released Claims, the Settling Parties stipulate and agree that upon the occurrence of the Effective Date and by operation of the Final Approval Order, Class Representative and each Class Member shall be deemed to have expressly waived, relinquished, and released any and all provisions, rights, and benefits conferred by or under California Civil Code 1542 or any law of the United States or any state of the United States or territory of the United States, or principle of common 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 Representative acknowledges, and the Class Members by operation of law shall be deemed to have acknowledged, that they may discover facts in addition to or different from those now known or believed to be true with respect to the Released Claims, but that it is the intention of Class Representative, and by operation of law the Class Members, to completely, fully, finally, and forever extinguish any and all Released Claims, known or unknown, suspected or unsuspected, which now exist, or heretofore existed, or may hereafter exist, and without regard to the subsequent discovery of additional or different facts. Class Representative acknowledges, and the Class Members by operation of law shall be deemed to have acknowledged, that the inclusion of "Unknown Claims" in the definition of "Released Claims" was separately bargained for and was a material element of the Settlement and was relied upon by each and all of Defendants in entering into the Stipulation. 11. Do I have a lawyer in this case? THE LAWYERS REPRESENTING YOU The Court ordered that the law firm of Robbins Arroyo LLP represents the Class Members, including you. These lawyers are called Lead Class Counsel. If you want to be represented by your own lawyer, you may hire one at your own expense. 12. How will the lawyers be paid? Class Counsel will apply to the Court for an award of attorneys' fees not to exceed $2.4 million (30% of the Settlement Amount and for expenses and costs in an amount not to exceed $325,000 in connection with the Action, plus interest on such fees and expenses at the same rate as earned by the Settlement Fund. In addition, Class Representative may seek a Service Award of up to $25,000 to reflect the time and effort he has expended on behalf of the Class. Such sums as may be approved by the Court will be paid from the Settlement Fund. - 7 -
Case 1:15-cv-00711-MAK Document 194-1 Filed 10/12/18 Page 9 of 22 PageID #: 7432 OBJECTING TO THE SETTLEMENT You can tell the Court that you do not agree with the Settlement or any part of it. 13. How do I tell the Court that I object to the proposed Settlement? If you are a Class Member, you can comment or object to the proposed Settlement and/or Lead Class Counsel's fee and expense application and Class Representative's Service Award. You can write to the Court setting out your comment or objection. The Court will consider your views. To comment or object, you must send a signed letter saying that you wish to comment on or object to the proposed Settlement in the LRE Litigation. Include your name, address, telephone number, and your signature, and documents sufficient to prove: (i the number of LRE common units you held as of August 28, 2015 and (ii the number of Vanguard common units you received on or about October 5, 2015 in exchange for your LRE units owned as of August 28, 2015 in connection with the close of the Acquisition, and state your comments or the reasons why you object to the proposed Settlement. Your comments or objections must be filed or delivered on or before November 9, 2018 to the Clerk of Court, U.S. District Court for the District of Delaware, 844 North King Street Unit 18, Wilmington, DE 19801. THE COURT'S SETTLEMENT HEARING The Court will hold a hearing to decide whether to approve the proposed Settlement. You may attend and you may ask to speak, but you do not have to. 14. When and where will the Court decide whether to approve the proposed Settlement? The Court will hold a Settlement Hearing at 12:30 p.m., on December 14, 2018, in the Courtroom of the Honorable Mark A. Kearney, at the U.S. District Court in and for the Eastern District of Pennsylvania, U.S. Courthouse, 601 Market Street, Philadelphia, PA 19106. At the hearing, the Court will consider whether the Settlement and requested fees and expenses are fair, reasonable, and adequate. If there are objections, the Court will consider them, even if you do not ask to speak at the hearing. The Court will listen to people who have asked to speak at the hearing. The Court may also decide how much to pay to Class Counsel and Class Representative. After the Settlement Hearing, the Court will decide whether to approve the Settlement. We do not know how long these decisions will take. You should be aware that the Court may change the date and time of the Settlement Hearing without another notice being sent to Class Members. If you want to attend the hearing, you should check with Lead Class Counsel or the Settlement website www.lrrenergysecuritieslitigation.com beforehand to be sure that the date and/or time has not changed. 15. Do I have to come to the Settlement Hearing? No. Lead Class Counsel will answer questions the Court may have. But, you are welcome to come at your own expense. If you send an objection, you do not have to come to Court to talk about it. As long as you mailed your written objection on time, the Court will consider it. You may also pay your own lawyer to attend, but it is not necessary. Class Members do not need to appear at the Settlement Hearing or take any other action to indicate their approval. 16. May I speak at the hearing? If you object to the Settlement or the fee and expense application, you may ask the Court for permission to speak at the Settlement Hearing. To do so, you must file an objection with the Court prior to the objection deadline (see No. 13 How do I tell the Court that I object to the proposed Settlement?. Persons who intend to object to the Settlement and/or any attorneys' fees and expenses to be awarded to Lead Class Counsel or Class Representative and desire to present evidence at the Settlement Hearing must include in their written objections the identity of any witnesses they may call to testify and exhibits they intend to introduce into evidence at the Settlement Hearing. 17. What happens if I do nothing? IF YOU DO NOTHING If you do nothing, your recovery will be limited to the Initial Settlement Payment. If you do nothing, you will not receive any pro rata recovery from the Net Settlement Amount. - 8 -
Case 1:15-cv-00711-MAK Document 194-1 Filed 10/12/18 Page 10 of 22 PageID #: 7433 In addition, unless you timely and validly excluded yourself from the Class by May 29, 2018, you will not be able to start a lawsuit, continue with a lawsuit, or be part of any other lawsuit against Defendants or the Released Parties about the Released Claims. 18. How do I get more information? GETTING MORE INFORMATION For even more detailed information concerning the matters involved in this Action, you can obtain answers to common questions regarding the proposed Settlement by contacting the Claims Administrator toll-free at (800 324-2941. Reference is also made to the Stipulation, to the pleadings in support of the Settlement, to the Orders entered by the Court and to the other settlement-related papers filed in the Action, which are posted on the Settlement website at www.lrrenergysecuritieslitigation.com, and which may be inspected at the Office of the Clerk of the U.S. District Court in and for the District of Delaware, U.S. Courthouse, 844 North King Street Unit 18, Wilmington, DE 19801, during regular business hours. For a fee, all papers filed in this Action are available at www.pacer.gov. 19. How will the Settlement Amount be allocated? PLAN OF ALLOCATION OF NET SETTLEMENT AMOUNT AMONG CLASS MEMBERS The Settlement Amount of $8 million and any interest earned thereon is the "Settlement Fund." Initial Settlement Payments: If the Settlement is approved by the Court and upon the Court's Final Approval Order becoming a "Final" judgment and is no longer subject to appeal, the Initial Settlement Payments will be disbursed to each eligible Class Member by the Paying Agent via U.S. Mail. The Initial Settlement Payments will be made payable to Person(s receiving this Notice plus potentially others who submit valid Proofs of Claim. You must cash the Initial Settlement Payment within one hundred and twenty (120 days of the date of issuance. Each uncashed Initial Settlement Payment shall be void one hundred and twenty (120 days after the date of issuance. The remaining balance from each uncashed and voided Initial Settlement Payment shall be reallocated and included in the Net Settlement Amount. Allocation of the Net Settlement Amount: After payment of the Initial Settlement Payments, the Settlement Fund, less all taxes, approved costs, fees, expenses, and the Initial Settlement Payments (the "Net Settlement Amount" shall be distributed to Class Members who submit timely and valid Proof of Claim forms to the Claims Administrator ("Settlement Amount Recipients". In the unlikely event there are sufficient funds in the Net Settlement Amount, each Settlement Amount Recipient will receive an amount equal to the Settlement Amount Recipient's claim, as outlined below. If, however, and as is more likely, the amount in the Net Settlement Amount is not sufficient to permit payment of the total claim of each Settlement Amount Recipient, then each Settlement Amount Recipient shall be paid the percentage of the Net Settlement Amount that each Settlement Amount Recipient's claim bears to the total of the claims of all Settlement Amount Recipient. Payment in this manner shall be deemed conclusive against all Settlement Amount Recipients. The Net Settlement Amount will be disbursed by the Paying Agent to each Settlement Amount Recipients as soon as reasonably practicable after the Initial Settlement Payments. The Net Settlement Amount will be allocated on a perunit basis amongst the Settlement Amount Recipients who have submitted to the Claims Administrator a valid Proof of Claim by the deadline provided in this Notice based on the number of LRE common units held as of August 28, 2015 that were exchanged for Vanguard common units on or about October 5, 2015 upon close of the Acquisition. Distributions will be made to Settlement Amount Recipients after all claims have been processed and after the Court has finally approved the Settlement. If any funds remain in the Net Settlement Amount by reason of uncashed distribution checks or otherwise, then, after the Claims Administrator has made reasonable and diligent efforts to have Class Members who are entitled to participate in the distribution of the Net Settlement Amount cash their distributions, any balance remaining in the Net Settlement Amount after at least one hundred and twenty (120 days after the initial distribution of such funds shall be used: (a first, to pay any amounts mistakenly omitted from the initial disbursement; (b second, additional settlement administration fees, costs, and expenses, including those of Lead Class Counsel as may - 9 -
Case 1:15-cv-00711-MAK Document 194-1 Filed 10/12/18 Page 11 of 22 PageID #: 7434 be approved by the Court; and (c to make a second distribution to claimants who cashed their checks from the initial distribution and who would receive at least $10.00, after payment of the estimated costs, expenses, or fees to be incurred in administering the Net Settlement Amount and in making this second distribution, if such second distribution is economically feasible. These redistributions shall be repeated, if economically feasible, until the balance remaining in the Net Settlement Amount is de minimis and such remaining balance shall then be distributed to the United Way of Greater Houston's Disaster Recovery Fund, which was selected by the Settling Parties because both LRE and Vanguard were headquartered in Houston, Texas, and many Class Members are believed also to reside there. Defendants, their respective counsel, and all other Released Parties will have no responsibility or liability whatsoever for the investment of the Settlement Fund, the distribution of the Initial Settlement Payments, the Net Settlement Amount, the Plan of Allocation, or the payment of any claim. Class Representative and Class Counsel, likewise, will have no liability for their reasonable efforts to execute, administer, and distribute the Settlement. SPECIAL NOTICE TO SECURITIES BROKERS AND OTHER NOMINEES If you caused an individual or organization, for a beneficial interest other than yourself, to hold LRE common units as of August 28, 2015 that were exchanged for Vanguard common units on or about October 5, 2015 in connection with the close of the Acquisition, the Court has directed that, WITHIN TEN (10 CALENDAR DAYS OF YOUR RECEIPT OF THIS NOTICE, you either (a provide to the Claims Administrator the name and last known address of each person or organization that held LRE/Vanguard common units during such time period, or (b request additional copies of this Notice and the Proof of Claim form, which will be provided to you free of charge, and within ten (10 calendar days mail the Notice and Proof of Claim form directly to the beneficial owners of the LRE/Vanguard common units referred to herein. If you choose to follow alternative procedure (b, upon such mailing, you must send a statement to the Claims Administrator confirming that the mailing was made as directed and retain the names and addresses for any future mailings to Class Members. You are entitled to reimbursement from the Settlement Fund of your reasonable expenses actually incurred in connection with the foregoing, including reimbursement of postage expense and the cost of ascertaining the names and addresses of beneficial owners. Your reasonable expenses will be paid upon request and submission of appropriate supporting documentation. All communications concerning the foregoing should be addressed to the Claims Administrator: LRR Energy Securities Litigation Settlement c/o GCG P.O. Box 10532 Dublin, Ohio 43017-4532 (800 324-2941 www.lrrenergysecuritieslitigation.com Dated: August 9, 2018 BY ORDER OF THE COURT UNITED STATES DISTRICT COURT FOR THE DISTRICT OF DELAWARE - 10 -
Case 1:15-cv-00711-MAK LRR Document Energy Securities 194-1 Filed Litigation 10/12/18 Settlement Page 12 of 22 PageID #: 7435 Must be C/O GCG LRR Postmarked or P.O. Box 10532 Submitted Online Dublin, Ohio 43017-4532 No Later Than *P-LRR-POC/1* (800 324-2941 November 26, 2018 www.lrrenergysecuritieslitigation.com Claim Number: Control Number: PROOF OF CLAIM AND RELEASE Please complete the Proof of Claim and Release form (the Proof of Claim below if you were: (i a record or beneficial holder of LRR Energy, L.P. ( LRE common units as of August 28, 2015 through the October 5, 2015 close of Vanguard Natural Resources, LLC s ( Vanguard acquisition of LRE (the Acquisition ; and (ii received Vanguard common units in exchange for your LRE common units in connection with the Acquisition (such holders, as defined more fully in the Notice of Proposed Settlement of Class Action and Settlement Hearing, the Class. Excluded persons and entities include: defendants Eric Mullins, Charles W. Adcock, Jonathan C. Farber, Townes G. Pressler, Jr., John A. Bailey, Jonathan P. Carroll, Scott W. Smith, Richard A. Robert, W. Richard Anderson, Bruce W. McCullough, and Loren Singletary, members of the immediate family of each individual defendant; an officer or director of Vanguard or LRE, a firm, trust, corporation, officer, or other entity in which a Defendant has or had a controlling interest; Persons participating in the alleged material omissions or misrepresentations, and the legal representatives, agents, affiliates, heirs, beneficiaries, successors-in-interest, or assigns of an excluded Person or entity; and also excluding those Persons listed in Exhibit A-4 to the Stipulation of Settlement who, pursuant the Court s January 17, 2018 Order [D.I. 126], timely and validly requested to be excluded from the Class. TABLE OF CONTENTS PAGE NO. GENERAL INSTRUCTIONS...2 PART I - CLAIMANT INFORMATION...3 PART II - LRE/VANGUARD HOLDINGS AND UNIT CERTIFICATE NUMBERS...4 PART III - RELEASE AND CERTIFICATION...5-6 REMINDER CHECKLIST...6 Important - This form should be completed IN CAPITAL LETTERS using BLACK or DARK BLUE ballpoint/fountain pen. Characters and marks used should be similar in the style to the following: ABCDEFGHIJKLMNOPQRSTUVWXYZ12345670
Case 1:15-cv-00711-MAK Document 194-1 Filed 10/12/18 Page 13 of 22 PageID #: 7436 2 GENERAL INSTRUCTIONS *P-LRR-POC/2* This Proof of Claim must contain the name, address, and taxpayer identification number (TIN of the beneficial owner(s. The TIN, consisting of a valid Social Security number (SSN for individuals or employer identification number (EIN for business entities, trusts, estates, etc., and telephone number of the beneficial owner(s may be used in verifying this claim; this information is required. The Proof of Claim must also provide the number of LRE units you held as of August 28, 2015 that were exchanged for Vanguard units on or about October 5, 2015 and, if such LRE units were held in certificate form, the LRE unit certificate numbers (if LRE units were held through a brokerage account, certificate numbers are not needed. You must sign the Proof of Claim in the space provided to make a valid claim. Please also provide your brokerage statement for October 2015 or a letter from your bank, broker, or other nominee indicating the number of LRE units held as of August 28, 2015 that were exchanged for Vanguard units on or about October 5, 2015 in connection with the closing of the Acquisition. If you held LRE units in certificate form, please provide confirmation from the transfer agent of surrender/exchange. NOTICE REGARDING ELECTRONIC FILES: Certain claimants with large numbers of transactions may request, 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 case listing at www.lrrenergysecuritieslitigation.com or you may email the Paying Agent s electronic filing department at eclaim@choosegcg.com. 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 Paying Agent issues an email 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 email. Proof of Claim forms must be postmarked or submitted online no later than November 26, 2018 and if mailed, returned to: LRR Energy Securities Litigation Settlement C/O GCG P.O. Box 10532 Dublin, Ohio 43017-4532 (800 324-2941 1. Please sign the below release and certification. If this Proof of Claim is being submitted on behalf of multiple claimants, then all claimants must sign. 2. Remember to attach only copies of acceptable supporting documentation. 3. Please do not highlight any portion of the Proof of Claim or any supporting documents. 4. Do not send original unit certificates or documentation. These items cannot be returned to you by the Paying Agent. 5. Keep copies of the completed Proof of Claim and documentation for your own records. 6. You will not receive confirmation of receipt of your Proof of Claim; if confirmation is desired, please send your Proof of Claim Certified Mail, Return Receipt requested. 7. If your address changes in the future, or if this Proof of Claim was sent to an old or incorrect address, please send the Paying Agent written notification of your new address. If you change your name, please inform the Paying Agent. 8. If you have any questions or concerns regarding your Proof of Claim, please contact the Paying Agent at the above address or call or visit www.lrrenergysecuritieslitigation.com.
Case 1:15-cv-00711-MAK Document 194-1 Filed 10/12/18 Page 14 of 22 PageID #: 7437 3 PART I - CLAIMANT INFORMATION *P-LRR-POC/3* Claimant or Representative Contact Information: The Paying Agent will use this information for all communications relevant to this Claim (including the check, if eligible for payment. If this information changes, you MUST notify the Paying Agent in writing at the address above. Last Name (Claimant: First Name (Claimant: Last Name (Beneficial Owner If Different from Claimant: First Name (Beneficial Owner: Company/Other Entity (If Claimant Is Not an Individual: Contact Person (If Claimant Is Not an Individual: Record Owner s Name (If Different From Claimant or Beneficial Owner Listed Above, e.g. Trustee, Nominee, other, etc.; Account Number (If Claimant Is Not an Individual: Beneficial Owner s Employer Identification Number or Social Security Number: - / - - Trust/Other Date (If Applicable: Street Address: City: State: Zip: Country (if Other than U.S.: Daytime Telephone Number: Evening Telephone Number: - - - - Email Address (Email address is not required, but if you provide it you authorize the Paying Agent to use it in providing you with information relevant to this claim.: Identity of Claimant (check only one: Individual Corporation Joint Owners Estate Trust Partnership Private Pension Fund Legal Representative Other (specify, describe on separate sheet IRA, Keogh, or other type of individual retirement plan (indicate type of plan, mailing address, and name of current custodian on separate sheet To view GCG s Privacy Notice, please visit http://www.choosegcg.com/privacy
Case 1:15-cv-00711-MAK Document 194-1 Filed 10/12/18 Page 15 of 22 PageID #: 7438 4 *P-LRR-POC/4* PART II - LRE/VANGUARD HOLDINGS AND UNIT CERTIFICATE NUMBERS A. LRE HOLDINGS ON OCTOBER 5, 2015: State the number of LRE common units you held as of August 28, 2015 that were surrendered at the closing of the Acquisition on or about October 5, 2015. Documentation includes brokerage statements from October 2015 showing the quantity of units surrendered, a letter from your bank, broker, or other nominee indicating the quantity of units surrendered, or proof of unit certificate surrender (see below for more details if your units were held in certificate form. Units Proof enclosed: Y N B. UNIT CERTIFICATE NUMBERS (If applicable: List below the unit certificate numbers for all LRE common units surrendered pursuant to the Transaction on October 5, 2015 for all units NOT HELD IN A BROKERAGE ACCOUNT. Be sure to attach documentation of surrender such as a letter accompanying a payment for surrendered units from the transfer agent or your broker. CERTIFICATE PROOF OF SURRENDER ENCLOSED? CERTIFICATE 1: CERTIFICATE 2: CERTIFICATE 3: CERTIFICATE 4: CERTIFICATE 5: CERTIFICATE 6: CERTIFICATE 7: CERTIFICATE 8: Yes Yes Yes Yes Yes Yes Yes Yes No No No No No No No No C. VANGUARD HOLDINGS ON OCTOBER 5, 2015: State the number of Vanguard common units you received in exchange for your as-of August 28, 2015-owned LRE units (i.e., the number of LRE common units you identified in Part II, A. above upon closing of the Acquisition on or about October 5, 2015. Documentation includes brokerage statements from October 2015 showing the quantity of units surrendered, a letter from your bank, broker, or other nominee indicating the quantity of units surrendered, or proof of unit certificate surrender. Units Proof enclosed: Y N IF YOU REQUIRE ADDITIONAL SPACE, ATTACH EXTRA SCHEDULES IN THE SAME FORMAT AS ABOVE. PRINT THE BENEFICIAL OWNER S FULL NAME AND TAXPAYER IDENTIFICATION NUMBER ON EACH ADDITIONAL PAGE. YOU MUST SIGN THE PROOF OF CLAIM ON PAGE 6.
Case 1:15-cv-00711-MAK Document 194-1 Filed 10/12/18 Page 16 of 22 PageID #: 7439 5 PART III - RELEASE AND CERTIFICATION *P-LRR-POC/5* On behalf of myself (ourselves or the beneficial owner, I (we am (are authorized to file this Proof of Claim, and on behalf of each of my (our, his, her, its heirs, agents, executors, trustees, administrators, predecessors, successors, and assigns, I (we, he, she, it hereby acknowledge that as of the Effective Date, I (we, he, she, it shall (i be deemed to have fully, finally, and forever waived, released, discharged, and dismissed each and every one of the Released Claims, as against each and every one of the Released Parties (as Released Claims and Released Parties are defined in the Notice of Proposed Settlement of Class Action and Settlement Hearing ( Notice ; (ii forever be barred and enjoined from commencing, instituting, prosecuting, or maintaining any of the Released Claims against any of the Released Parties; and (iii be deemed to have covenanted not to sue any Released Party on the basis of any Released Claim or, unless compelled by operation of law, to assist any person in commencing or maintaining any suit relating to any Released Claim against any Released Party. By checking this box I certify that I (we am (are or, if I am filing on behalf of another, that party, is not an excluded party under the terms of the Stipulation. Excluded parties include: defendants Eric Mullins, Charles W. Adcock, Jonathan C. Farber, Townes G. Pressler, Jr., John A. Bailey, Jonathan P. Carroll, Scott W. Smith, Richard A. Robert, W. Richard Anderson, Bruce W. McCullough, and Loren Singletary, members of the immediate family of each individual defendant; an officer or director of Vanguard or LRE, a firm, trust, corporation, officer, or other entity in which a Defendant has or had a controlling interest; persons participating in the alleged material omissions or misrepresentations, and the legal representatives, agents, affiliates, heirs, beneficiaries, successors-in-interest, or assigns of an excluded person or entity; persons participating in the alleged material omissions or misrepresentations, and the legal representatives, agents, affiliates, heirs, beneficiaries, successors-in-interest, or assigns of an excluded person or entity; and also excluding those Persons listed in Exhibit A-4 to the Stipulation of Settlement who, pursuant the Court s January 17, 2018 Order [D.I. 126], timely and validly requested to be excluded from the Class. By signing and submitting this Proof of Claim, the claimant(s or the person(s who represent(s the claimant(s certifies (certify as follows: 1. That I (we have read the Notice, and the Proof of Claim, including the releases provided for in the settlement; 2. That the claimant(s is (are a Class Member(s, as defined in the Notice, and is (are not excluded from the Class; 3. That the claimant(s owned the LRE common units identified in the Proof of Claim and has (have not assigned the claim against the Released Parties to another, or that, in signing and submitting this Proof of Claim, the claimant(s has (have the authority to act on behalf of the owner(s thereof; 4. That the claimant(s has (have not submitted any other claim covering the same purchases, acquisitions, sales, or holdings of LRE common units and knows (know of no other person having done so on his/her/its/their behalf; 5. That the claimant(s owned the Vanguard common units identified in the Proof of Claim and has (have not assigned the claim against the Released Parties to another, or that, in signing and submitting this Proof of Claim, the claimant(s has (have the authority to act on behalf of the owner(s thereof; 6. That the claimant(s has (have not submitted any other claim covering the same purchases, acquisitions, sales, or holdings of Vanguard common units and knows (know of no other person having done so on his/her/its/their behalf; 7. That the claimant(s submits (submit to the jurisdiction of the Court with respect to his/her/its/their claim and for purposes of enforcing the releases provided for in the settlement; 8. That I (we agree to furnish such additional information with respect to this Proof of Claim as the Paying Agent or the Court may require; 9. That I (we acknowledge that the claimant(s will be bound by and subject to the terms of the Stipulation and Agreement of Compromise and Settlement and any judgment that may be entered in the litigation, including the releases and covenants set forth therein; and 10. That I (we certify that I am (we are not subject to backup withholding under the provisions of Section 3406(a(1 (c of the Internal Revenue Code. NOTE: If you have been notified by the Internal Revenue Service that you are subject to backup withholding, please strike the language that you are not subject to backup withholding in the certification above. The Internal Revenue Service does not require your consent to any provision other than the certification required to avoid backup withholding.
Case 1:15-cv-00711-MAK Document 194-1 Filed 10/12/18 Page 17 of 22 PageID #: 7440 6 PART III - RELEASE AND CERTIFICATION (CONTINUED *P-LRR-POC/6* UNDER THE PENALTIES OF PERJURY, I (WE CERTIFY THAT ALL OF THE INFORMATION PROVIDED BY ME (US ON THIS FORM IS TRUE, CORRECT, AND COMPLETE AND THAT THE DOCUMENTS SUBMITTED HEREWITH ARE TRUE AND CORRECT COPIES OF WHAT THEY PURPORT TO BE. Signature of Claimant Print Name of Claimant Date Signature of Joint Claimant, if any Print Name of Joint Claimant, if any Date Capacity of Person(s Signing, e.g., beneficial owner(s, executor, administrator, trustee, etc. THIS PROOF OF CLAIM MUST BE MAILED TO THE PAYING AGENT POSTMARKED BY NOVEMBER 26, 2018. REMINDER CHECKLIST 1. Please sign the Release and Certification Section of the Proof of Claim. 2. If this Proof of Claim form is being made on behalf of Joint Claimants, then both must sign. 3. Remember to attach the required supporting documentation. 4. DO NOT SEND ORIGINALS OF ANY SUPPORTING DOCUMENTS. 5. Keep a copy of your Proof of Claim form and all documentation submitted for your records. 6. If you desire an acknowledgement of your Proof of Claim, please send it Certified Mail, Return Receipt requested. 7. If you move, please send your new address to the Paying Agent. 8. Do not use a highlighter on the Proof of Claim form or supporting documentation.
Case 1:15-cv-00711-MAK Document 194-1 Filed 10/12/18 Page 18 of 22 PageID #: 7441
Case 1:15-cv-00711-MAK Document 194-1 Filed 10/12/18 Page 19 of 22 PageID #: 7442
Case 1:15-cv-00711-MAK Document 194-1 Filed 10/12/18 Page 20 of 22 PageID #: 7443
Case 1:15-cv-00711-MAK Document 194-1 Filed 10/12/18 Page 21 of 22 PageID #: 7444 Tammy Ollivier From: Sent: To: Subject: Monday, August 13, 2018 6:00 AM PR Newswire: Press Release Distribution Confirmation for Robbins Arroyo LLP. ID# 2206275-1-1 Hello Your press release was successfully distributed at: 13-Aug-2018 09:00:00 AM ET Release headline: Notice of Proposed Settlement of Class Action and Settlement Hearing Announced by Lead Class Counsel Robbins Arroyo LLP and Liaison Class Counsel Cooch and Taylor, P.A. in Hurwitz v. Mullins, et al. Word Count: 720 Product Selections: US1 Visibility Reports Email Complimentary Press Release Optimization PR Newswire ID: 2206275-1-1 View your release:* http://www.prnewswire.com/news-releases/notice-of-proposed-settlement-of-class-action-andsettlement-hearing-announced-by-lead-class-counsel-robbins-arroyo-llp-and-liaison-class-counsel-cooch-and-taylor-pa-inhurwitz-v-mullins-et-al-300694129.html?tc=eml_cleartime Thank you for choosing PR Newswire! Regards, Your 24/7 Content Services Team 888-776-0942 PRNCS@prnewswire.com Discover how to measure strategic goals across channels to assist in achieving your communications objectives: http://www.prnewswire.com/knowledge-center/matching-measurement-to-medium-press-release-metrics-across- Channels.html US Members, find audience, engagement and other key metrics for your release by accessing your complimentary Visibility Reports in the Online Member Center: https://portal.prnewswire.com/login.aspx * If the page link does not load immediately, please refresh and try again after a few minutes. 1
-cv-00711-mak A12 WEEK OF AUGUST 13, 2018 Document MUTUAL 194-1 FUND PERFORMANCE Filed 10/12/18 Page 22 of 22 INVESTORS.COM PageI A GrowOppor +17 +6 +80 32.09n+.01 A MidCap +10 +3 +71 24.17n.14 Hartford HLS IA $ 26.6 bil 860 547 5000 A DiscpEq + 9 +5 +74 16.83n.09 A Div&Gr + 4 +4 +55 24.96n.23 A GlobalGrow +11 +3 +89 30.88n.26 A GrwthOpps +18 +6 +92 45.17n+.02 A MidCap +10 +3 +80 44.30n.26 Hartford HLS IB $ 26.0 bil 860 547 5000 A GlobalGrow +11 +3 +88 30.54n.26 A GrowOppor +17 +6 +90 43.33n+.02 A MidCap +10 +3 +78 43.22n.25 Hartford I $ 70.2 bil 860 547 5000 A GrowOppor +17 +6 +94 52.33n+.02 A MidCap +10 +3 +82 34.04n.20 Hartford R3 $ 55.1 bil 860 547 5000 A GroOppty +17 +6 +89 50.21n+.02 A MidCap +10 +3 +77 36.73n.21 Hartford R4 $ 57.2 bil 860 547 5000 A GrowOppor +17 +6 +92 52.80n+.02 A MidCap +10 +3 +80 38.12n.22 Hartford R5 $ 39.7 bil 860 547 5000 A GrowOpp +17 +6 +95 55.05n+.03 A MidCap +10 +3 +83 39.14n.23 Hartford Y $ 70.5 bil 860 547 5000 A CorepEq + 9 +5 +87 31.85n.18 A Div&GrY + 4 +4 +58 27.28n.24 A GrowOppor +17 +6 +96 55.80n+.02 A MidCap +10 +3 +84 39.50n.23 Heartland Funds $ 1.5 bil 800 432 7856 A ValPlusInv + 9 +3 +33 36.36n.13 Hennessy Funds $ 8.9 bil 800 966 4354 A CorValInv + 2 +1 +50 20.10n.14 A JapanInst + 1 3 +94 36.12n.36 A JapanInv + 1 3 +91 35.07n.34 A SmallCap + 4 1 +50 25.13n.04 A SmallCap + 4 1 +51 15.18n.03 Hirtle Callaghan $ 3.6 bil 877 435 8105 A+HCGrowEqStr +12 +5 +87 24.54n.13 Hodges $ 826 mil 866 811 0224 A Retail 0 3 +73 49.45n.15 Homestead $ 3.2 bil 800 258 3030 A Value + 4 +4 +65 56.90n.38 IcmSeries $ 768 mil 410 539 3838 A+ICMSmCo + 9 +4 +65 36.16n.12 Invesco Funds $ 36.3 bil 800 959 4246 A+TechFndIns +17 +6 +92 51.56n.31 Invesco Funds A $ 143 bil 800 959 4246 A S&P500IdxA + 7 +5 +76 30.86.21 A SelComp + 3 +2 +34 19.33.10 A+TechFndA +17 +6 +91 51.84.31 Invesco Funds B $ 14.5 bil 800 959 4246 A EuroSmCo + 6 +0 +53 16.37n+.00 A S&P500Idx + 7 +0 +74 30.37n+.00 A TechFndBm +11 +0 +78 41.89n+.00 Invesco Funds C $ 132 bil 800 959 4246 A+TechFndC +17 +6 +82 42.01n.25 Invesco Funds P $ 2.2 bil 800 959 4246 A+SumFndP +14 +6 +92 22.74n.11 Invesco Funds Y $ 14.4 bil 800 959 4246 A S&P500IdxY + 7 +5 +77 31.25n.22 Invesco Instl $ 19.9 bil 800 959 4246 A SmlCapGrR5 +13 +3 +76 47.38n.13 Ivy Funds $ 215 bil 866 941 4482 A LrgCapGrA +15 +5 +96 25.03.13 A LrgCapGrC +14 +5 +88 20.79n.11 A LrgCapGrE +15 +5 +96 24.99.13 A LrgCapGrI +15 +5 +99 26.32n.13 A LrgCapGrY +15 +5 +97 25.68n.13 A MidCapGrA +16 +6 +62 26.67.12 A MidCapGrI +17 +6 +64 28.74n.14 A MidCapGrR +16 +6 +60 25.98n.12 A MidCapGrY +16 +6 +63 27.86n.13 A Sci&TechA +15 +8 +77 73.18.37 A Sci&TechB +15 +7 +70 60.38n.31 A Sci&TechC +15 +7 +71 62.78n.31 A Sci&TechE +15 +8 +76 72.60.37 A Sci&TechI +15 +8 +80 80.54n.40 A Sci&TechR +15 +8 +75 71.24n.35 A Sci&TechY +15 +8 +78 77.17n.39 A+SmCapCrA +11 +6 +64 21.17.04 A SmCapValB +11 +6 +55 17.06n.03 A+SmCapValC +11 +6 +58 18.24n.04 A+SmCapValY +11 +6 +65 22.22n.05 A SmlCapGrA +15 +4 +69 20.54.01 A SmlCapGrB +15 +4 +59 14.89n+.00 A SmlCapGrC +15 +4 +61 16.46n+.00 A SmlCapGrI +15 +4 +73 26.88n.01 A SmlCapGrY +15 +4 +71 25.36n.01 J K L J Hancock A $ 45.3 bil 800 225 5291 A+RegionlBnk + 7 +0 +96 29.49.15 A USGlbLdGr +11 +5 +72 50.39.24 J Hancock B $ 25.6 bil 800 225 5291 A+RegnlBnk + 7 +0 +90 27.93n.15 J Hancock C $ 16.3 bil 800 225 5291 A+RegionlBnk + 7 +0 +90 27.99n.14 Janus Aspn Inst $ 1.8 bil 888 834 2536 A+Enterprise +12 +4 +96 75.60n.55 Janus Henderson $ 123 bil 800 668 0434 A CapValue + 3 +3 +52 24.37n.04 A+Enterprise +11 +4 +92 127.73n.93 A+Forty +15 +6 +83 36.33.30 A+Forty +15 +6 +82 34.97n.29 A+FortyInstl +16 +6 +88 40.00n.31 A+GlbTech +17 +5+134 36.03n.38 A ValueT + 3 +3 +51 23.64n.04 Janus S Shrs $ 18.1 bil 888 834 2536 A+GrowthInc + 5 +4 +72 57.57n.42 Janus T Shrs $ 49.9 bil 888 834 2536 A+Enterprise +12 +4 +94 130.62n.94 A+Growth&Inc + 5 +4 +74 57.64n.41 A Venture +14 +4 +76 87.18n.14 Jensen Inv Management $ 10.6 bil 800 992 4144 A+QualtGrowI + 9 +6 +82 50.60n.29 A+QualtGrowJ + 9 +6 +81 50.58n.29 JP Morgan A $ 250 bil 800 480 4111 E CoreBond 1 +1 +6 11.29 +.03 A EquityIdx + 7 +5 +66 43.47.30 A GrAdvantgr +15 +5+108 22.67.10 A+IntrepidGr +12 +6+100 62.38.37 A+LgCapGr +17 +6+102 44.15.18 A LgCapVal 1 +1 +57 15.63.14 A MktExpIdx + 6 +3 +59 12.05.07 A SmallCapEq + 9 +4 +67 54.03.18 A+SmallGrow +17 +4 +85 18.87.04 A+SmlBlnd +17 +4 +80 27.16.07 A USEquity + 7 +5 +68 17.31.13 JP Morgan C $ 169 bil 800 480 4111 E CoreBondr 2 +1 +3 11.36n+.03 A+DynSmlGr +17 +4 +72 20.26n.05 A EquityIdx + 7 +5 +62 43.05n.30 A IntrepidGr +11 +6 +97 61.19n.36 A SmallCapEq + 9 +4 +61 40.29n.14 JP Morgan Instl $ 107 bil 800 480 4111 A BehaveVal + 6 +3 +71 73.97n.47 A+SmallGrow +18 +4 +90 21.44n.04 A TaxAwrDscEq + 7 +5 +81 35.78n.25 A USEquityL + 7 +5 +70 17.38n.13 JP Morgan R5 $ 89.4 bil 800 480 4111 E CoreBond 1 +2 +7 11.27n+.03 A IntrpdAm + 8 +4 +75 44.26n.33 A+IntrpdGrth +12 +6+104 62.65n.37 A LgVal 0 +1 +58 15.51n.14 A SmallCapEq + 9 +4 +72 62.58n.20 A SmallCore +11 +3 +63 59.01n.22 A USEqty + 7 +5 +71 17.38n.14 JP Morgan R6 $ 66.0 bil 800 480 4111 E CoreBond 1 +2 +7 11.30n +.03 JP Morgan Selct $ 255 bil 800 480 4111 E CoreBond 1 +1 +6 11.28n+.03 A+DynSmlGr +18 +4 +84 31.11n.08 A EquityIndx + 7 +5 +67 43.52n.30 A+GrAdvSelr +15 +5+110 23.33n.10 A+IntrepidGr +12 +6+103 63.40n.37 A IntrpdAmer + 8 +4 +74 44.36n.34 A+LgCapGr +18 +6+103 44.60n.18 A LgCapVal 0 +1 +57 15.37n.13 A MktExpIdx + 7 +3 +60 12.22n.07 A+SmallGr +18 +4 +88 20.82n.04 A SmlCapEq + 9 +4 +70 62.38n.21 A USEquity + 7 +5 +69 17.35n.14 Kinetics Funds $ 2.7 bil 800 930 3828 A+ParadigmNL +20 +6 +90 58.04n.48 A+PardigmIns +20 +6 +92 58.47n.48 A+SmCpOpport +23 +5 +81 62.89n.42 LaudusFunds $ 2.0 bil 800 447 3332 A+GrInvUSLgGr +18 +6 +67 22.81n.14 Lazard Instl $ 46.2 bil 800 823 6300 A DevlpMrkt 10 7 +28 12.99n.25 A GlbLstInfr + 3 +4 +69 16.43n.16 Lazard Open $ 36.1 bil 800 823 6300 A DevMkEq 11 7 +26 12.93n.25 A GlbLstInfr + 3 +4 +68 16.44n.16 Legg Mason A $ 59.3 bil 800 822 5544 A CBEqtyInc + 3 +5 +57 24.06.21 A+CBLgGrA +12 +5 +99 45.70.35 A+CBSmCapGr +27+10 +76 41.54 +.07 A S&P500IdxA + 7 +5 +74 26.89n.19 Legg Mason C $ 92.5 bil 800 822 5544 A+CBLgCapGr +12 +5 +90 36.73n.28 A+CBSmCapGr +26+10 +69 33.49n +.05 A ClrBrdg + 8 +4 +57 41.60n.21 Legg Mason FI $ 3.8 bil 800 822 5544 A ClrBrdg + 8 +4 +65 62.74n.32 Legg Mason I $ 87.7 bil 800 822 5544 A CBEQincbld + 3 +5 +58 24.70n.21 A CBEQincbld + 3 +5 +58 24.08n.21 A+CBLgCapGr +13 +5+102 50.68n.38 A SmlCapI + 9 +4 +69 65.87n.33 Litman Gregory $ 1.1 bil 415 461 8999 A MstEqtI + 6 +2 +68 20.22n.17 LKCM Funds $ 864 mil 817 332 3235 A EqtyInstl +10 +5 +62 28.71n.17 Loomis Syls $ 30.5 bil 800 633 3330 A SmCapGrInst +20 +6 +69 30.43n.02 Lord Abbett A $ 120 bil 888 522 2388 A CaptlStruc + 2 +4 +51 15.63.09 A GrowthLdrs +16 +5 +86 32.30 +.03 E ShrtDurInc + 1 +1 +1 4.18 +.00 Lord Abbett B $ 82.5 bil 888 522 2388 E ShrtDurInc 0 +0 2 4.19n +.00 Lord Abbett C $ 107 bil 888 522 2388 E ShrtDurInc 0 +1 1 4.21n+.01 Lord Abbett F $ 96.4 bil 888 522 2388 E ShrtDurInc + 1 +1 +1 4.18n+.01 Lord Abbett I $ 90.4 bil 888 522 2388 A CalbDivGr + 3 +4 +52 15.78n.08 E ShrtDurInc + 1 +1 +1 4.18n+.01 M N O MainStay A Fds $ 35.6 bil 800 624 6782 A LrgCpGrwA +18 +5 +88 10.67.06 A SP500Idx + 7 +5 +69 51.33.36 MainStay B Fds $ 32.7 bil 800 624 6782 A LrgCpGrow +17 +5 +78 8.88n.05 Mainstay I Fds $ 10.9 bil 800 624 6782 A SP500Idx + 7 +5 +71 52.03n.36 Mairs & Power $ 6.1 bil 800 304 7404 A SmallCap +10 +8 +68 27.95n.11 MAS Funds Instl Cl $ 327 mil 800 354 8185 A Ruselint +10 +4 +83 14.50n.04 Mass Mutl Instl $ 2.5 bil 800 272 2216 A PrmDiscGroA +11 +5 +68 13.71.09 Mass Mutl Prem $ 17.0 bil 800 272 2216 A DiscplnGrwL +11 +5 +70 14.09n.09 A+DiscplnGrwS +11 +6 +71 13.92n.08 A+DiscplnGrwY +11 +5 +71 13.95n.09 Mass Mutl Select $ 68.0 bil 800 272 2216 A+BlueChipGrA +12 +4+101 21.21.13 A+BlueChipGrL +12 +4+104 22.13n.14 A+BlueChipGrS +12 +4 +95 22.65n.14 A+BlueChipGrY +12 +4 +94 22.44n.14 A FocusVal + 6 +5 +50 17.90n.13 A FocusVal + 6 +5 +48 17.35n.13 A FocusVal + 6 +5 +49 17.61n.12 A FocusVal + 6 +5 +50 17.97n.13 A FocusValA + 6 +5 +46 16.52.12 A GrwOppA +17 +5 +75 10.95.04 A GrwOppI +18 +6 +81 12.77n.05 A GrwOppL +17 +6 +77 11.81n.05 A GrwOppR5 +18 +6 +81 12.63n.05 A GrwOppY +18 +6 +79 12.27n.05 A IndexEqA + 7 +5 +65 19.37.13 A IndexEqS + 7 +5 +66 19.94n.14 A IndexEqY + 7 +5 +66 19.59n.14 A IndexR5 + 7 +5 +70 19.91n.14 A MidCapEqII + 8 +3.. 20.12n.12 A MidCpGrEqZ + 9 +3 +97 23.30n.14 A MidGrEqIIS + 8 +3 +96 23.09n.13 A MidGrEqIIA + 8 +3 +92 20.01.11 A MidGrEqIIL + 8 +3 +78 21.59n.13 A MidGrEqIIY + 8 +3 +95 22.55n.13 A+Select +12 +4.. 21.16n.14 A SmallCoGrZ + 6 +4 +54 12.09n.03 MassMRestA $ 8.0 bil 800 272 2216 A Index + 7 +5 +63 18.89n.12 Matthews Asia $ 28.6 bil 800 789 2742 A AsiaInnInv 4 7 +79 13.58n.07 A ChinaInv 6 13 +48 20.96n.17 A GrowthInv 0 5 +50 27.30n.26 Meridian Funds $ 67.0 bil 800 446 6662 A+ContraLeg +11 +4 +70 46.64n.34 A+EquityInc +18 +5 +73 18.81n+.18 A+Growth +11 +4 +64 46.31n.05 Metro West $ 267 bil 800 241 4671 E TotRetBdI 1 +2 +7 10.41n+.04 E TotRetBdM 1 +2 +7 10.41n+.04 E TRBdPlan 1 +2 +7 9.80n+.04 MFS Funds A $ 216 bil 800 225 2606 A CoreEquity + 8 +5 +71 33.42.24 A GlobalGrow + 5 +2 +59 42.94.54 A+GrowthA +16 +6+101 104.00.51 B IntlVal 1 1 +51 42.89.64 A MAInvGrSk +10 +5 +78 30.58.21 A MidCapGr +16 +6 +85 18.55.03 A NewDiscov +17 +4 +53 31.95.04 A Research + 8 +5 +67 45.41.29 A+Technology +21 +7+146 44.41.30 B ValueA 0 +2 +55 40.12.36 MFS Funds B $ 204 bil 800 225 2606 A CoreEquity + 7 +4 +65 29.53n.21 A+Growth +15 +6 +93 84.16n.42 C+IntlVal 1 1 +47 40.71n.61 A MAInvGrSk +10 +5 +73 26.51n.18 A MidCapGr +15 +6 +77 15.39n.03 A+Technology +20 +6+137 38.49n.27 C+Value 1 +2 +51 39.90n.37 MFS Funds C $ 168 bil 800 225 2606 A CoreEquity + 7 +4 +65 29.18n.22 A+Growth +15 +6 +93 83.52n.41 A MAInvGrSk +10 +5 +73 26.28n.18 A MidCapGr +16 +6 +77 14.94n.02 A+Technology +20 +6+136 38.41n.27 C+Value 1 +2 +51 39.64n.36 MFS Funds I $ 141 bil 800 225 2606 A+Growth +16 +6+103 110.43n.54 A MAInvGrSk +10 +5 +80 31.45n.22 A MassInvTr + 6 +3 +68 32.89n.28 A MidCapGr +16 +6 +88 19.63n.04 A NewDiscovry +17 +5 +56 35.33n.05 A Research + 8 +5 +68 46.65n.30 B Value 0 +2 +56 40.35n.36 Morgan Stan $ 6.4 bil 888 454 3965 A+MltiCpOpps +27 +9+109 29.90n+.06 Morgan Stan A $ 2.3 bil 888 454 3965 A+MltiCpGrt +27+10+119 40.46 +.08 Morgan Stan B $ 2.3 bil 888 454 3965 A+MltiCpGrt +26 +9+106 29.46n+.05 Morgan Stan I $ 2.1 bil 888 454 3965 A+MltiCapGrt +27+10+124 44.57n+.09 Morgan Stan Ins $ 28.5 bil 888 454 3965 A+CapGrI +23 +6+128 50.15n.22 A+CapGrP +23 +6+124 47.76.21 Nationwide A $ 13.0 bil 800 321 6064 A Growth +13 +7 +84 13.17.08 A S&P500Idx + 7 +5 +67 17.02.12 A SmallIdx +10 +4 +54 15.16.03 Nationwide Funds Instl $ 7.8 bil 800 321 6064 A Growth +13 +7 +86 13.89n.10 A MidMktIdx + 6 +3 +58 19.01n.11 A S&P500Idx + 7 +5 +70 17.18n.12 A SmallIdx +11 +4 +56 15.47n.04 Nationwide Funds Service $ 11.2 bil 800 321 6064 A S&P500Ins + 7 +5 +68 17.13n.12 A S&P500Svc + 7 +5 +67 17.04n.12 Natixis Funds $ 65.5 bil 617 449 2100 A+GrowthY + 7 +4+107 16.65n.09 A HarrLgValA + 3 +1 +67 25.00.28 A LgCapVal + 2 +1 +62 21.67n.25 A+USMltCapEqA + 7 +3 +86 38.69.26 A USMltCapEqC + 7 +3 +75 26.60n.18 A+USMltCapEqY + 7 +3 +90 44.87n.31 Neubg Brm $ 49.4 bil 800 223 6448 A+LgCapVal + 3 +6+115 32.27.09 A MultiCap + 6 +3 +70 19.50.14 A MultiCpOppC + 5 +3 +65 18.60n.14 A ResFdR6 + 6 +3 +50 40.51n.38 A+ResponsC + 6 +3+271 40.51n.38 A+SocResponsA + 6 +3+265 40.56.38 A+SocRespR3 + 6 +3+269 40.59n.38 Neubg Brm Adv $ 12.1 bil 800 223 6448 A+Genesis + 9 +5+272 62.92n.09 A+LgCapVal + 3 +6+184 32.27n.09 Neubg Brm Instl $ 22.2 bil 800 223 6448 A MltcapOpp + 6 +3 +72 19.65n.15 Neubg Brm Inv $ 35.4 bil 800 223 6448 A+Genesis + 9 +5+162 62.95n.08 A GenesisI + 9 +5 +56 62.91n.08 A Guardian + 9 +6 +59 19.13n.11 Neubg Brm Tr $ 16.2 bil 800 223 6448 A+LgCapVal + 3 +6+115 32.27n.09 A+SocRspons + 6 +3+257 40.56n.39 NorthCoastAsstMgmt $ 80 mil 800 274 5448 C SelGr + 3 +0 +32 14.57n.04 Northern $ 40.1 bil 800 595 9111 A IncomeEq + 5 +5 +49 15.01n.10 A LrgCapCore + 6 +5 +71 20.11n.14 A MidCapIdx + 6 +3 +64 20.46n.11 A SmCapIdx +10 +4 +63 15.05n.04 A SmCapVal + 6 +4 +56 24.78n.08 A StockIndex + 7 +5 +77 33.70n.23 Nuveen Cl A $ 51.7 bil 800 257 8787 A DivVal + 3 +2 +43 15.19.07 A NWQSmVal + 6 +0 +68 55.87.25 A SmlCapVal + 2 +2 +70 26.35.15 Nuveen Cl I $ 40.9 bil 800 257 8787 A DivVal + 4 +2 +44 15.39n.07 A NWQSmVal + 7 +0 +70 57.42n.26 A SmlCapVal + 3 +2 +72 27.29n.15 Oak Associates $ 3.1 bil 888 462 5386 A+PinOakEqty + 7 +2 +84 70.68n.40 A+RedOakTech +15 +6+134 28.29n.16 A+WhtOakSelGr +12 +5 +88 95.69n.68 Oakmark I $ 119 bil 800 625 6275 D+Intl 9 8 +27 26.09n.59 A InvFd + 3 +1 +73 87.10n 1.0 Oppenheimer A $ 169 bil 800 525 7048 B DevelopMkt 3 4 +27 42.13.64 A DiscoveryA +17 +4 +69 90.55 +.18 A+GlobOppA + 5 3+125 71.83.54 A+Gold&SpMin 13 7 11 14.43.14 A+IntlSmCo + 7 +0+104 53.18.59 Oppenheimer N $ 91.9 bil 800 525 7048 A+IntlSmCo + 7 +0+102 50.76n.57 Oppenheimer Y $ 93.9 bil 800 525 7048 A Discovery +17 +4 +72 102.12n +.21 A+GlobOppY + 5 3+127 72.77n.54 A+IntlSmCo + 7 +0+106 52.80n.58 Oppenhmr C&M $ 153 bil 800 525 7048 A+GlobOppC + 4 3+116 63.23n.48 A+Gold&SpMin 13 7 14 13.17n.13 A IntlSmCoC + 7 +0 +98 48.79n.54 P Q R PgimInvest $ 132 bil 973 367 7930 A ConservGr +13 +3 +67 11.71n.06 A+Growth +14 +4+107 41.32.26 A Growth +13 +4 +98 33.04n.21 A LgCpCorEq + 6 +4 +69 17.67.12 A+SelGwthC +18 +4 +90 12.46n.08 E TotRetBd 2 +2 +7 14.15n+.05 PIMCO A $ 167 bil 888 877 4626 A Raefund + 6 +5 +51 7.68 +.00 A StockPlus +11 +4 +60 11.33 +.00 A StocksPLUS + 7 +5 +68 11.28 +.00 A StocksRet + 8 +5 +66 11.32 +.00 PIMCO Admin $ 244 bil 888 877 4626 D IncomeFd 0 +1 +18 11.99n+.00 A RAEfund + 6 +5 +53 7.88n+.00 D Realpath 0 +1 +13 8.23n+.00 PIMCO C $ 148 bil 888 877 4626 A StockPlus +10 +4 +55 10.45n+.00 A StocksPlRet + 7 +5 +60 10.30n+.00 PIMCO Inst l $ 214 bil 800 927 4648 A+CommodRR 3 6 35 6.46n+.00 A PlusInst + 6 +5 +55 8.06n+.00 A RAEFund 5 6 +28 10.41n+.00 A+StkPlsLgDur + 3 +8 +77 7.33n+.00 A StockPlus +11 +4 +63 11.59n+.00 A StocksPlRet + 8 +5 +69 11.52n+.00 A StocksPLUS + 7 +5 +71 12.15n+.00 PIMCO P $ 319 bil 888 877 4626 D Income 0 +1 +19 11.99n+.00 A RAEfund + 6 +5 +54 8.01n+.00 A StockPlus +11 +4 +62 11.50n+.00 A StocksPlus + 8 +5 +68 11.38n+.00 E TotalRetrn 1 +1 +6 10.00n+.01 Pioneer $ 15.1 bil 800 225 6292 A EqtyInc + 2 +2 +58 37.06n.35 Pioneer A $ 34.4 bil 800 225 6292 A CoreEq + 6 +2 +68 21.85.15 A EqtyInc + 3 +2 +59 36.41.34 A MidCapGrw +11 +4 +73 46.62.21 Pioneer Y $ 31.8 bil 800 225 6292 A CoreEq + 6 +2 +70 22.11n.16 A DiscGr + 7 +3 +78 19.91n.13 A MidCapGrwY +11 +4 +76 50.43n.23 A Pioneer + 7 +5 +54 31.06n.23 Price Advisor $ 284 bil 800 638 7890 D+IntlStock 2 2 +36 18.36n.31 A+SmlCapVal + 8 +5 +56 52.57n.16 Price Funds $ 105 bil 800 638 7890 A+GlobalStk +10 +3+101 41.82n.34 A MidCapEqGrI + 9 +4 +93 59.63n.40 A SmCapStkAd +13 +6 +65 53.39n.11 PriceFds $ 1356 bil 800 638 7890 A+BluChpGr +15 +4+120 109.63n.78 A+BlueChipGr +15 +4+117 105.55n.75 A+BlueChipGrw +16 +4+122 111.30n.79 B CapApprAdv + 5 +4 +51 29.52n.11 A CapOpport + 7 +5 +78 28.01n.22 A DiverMidGr +10 +4 +80 32.26n.18 A DividendGr + 6 +4 +70 45.46n.34 A DividendGr + 6 +4 +69 45.40n.34 A EmrgMktsEq 7 5 +44 38.13n.80 A EmrgMktStk 7 5 +43 41.72n.87 A EqIndex500 + 8 +5 +78 76.15n.52 A GlblGrowth + 7 +2 +68 27.31n.25 A+GlobTech + 8 +0+151 18.21n.33 A+GrowthStk +13 +5+106 71.00n.48 A+GrowthStk +13 +5+103 69.31n.47 A+GrowthStkR +13 +5+101 66.94n.46 A InstGlbGrEq + 7 +2 +71 29.67n.27 A InstUSRsch + 8 +5 +73 13.90n.11 A IntlDiscov 0 4 +69 71.42n 1.0 A+Japan + 4 +0 +70 15.67n.19 A+LgCoreGr +16 +4+126 43.29n.30 A+LgCpGrInstl +16 +6+123 42.98n.28 A+Media&Telcm +11 +6+104 107.19n.77 A MidCapGr + 9 +3 +82 92.03n.60 A MidCapGr + 9 +3 +84 94.93n.62 A MidCapGrR + 9 +3 +81 89.23n.59 A MidCapVal + 3 +1 +57 31.31n.28 A MidCapVal + 4 +1 +58 31.48n.29 A+NewAmerGr +15 +6 +97 55.05n.32 A+NewAmerGr +14 +6 +95 53.81n.31 A+NewHorizns +20 +8 +99 63.01n.12 E NewIncome 1 +1 +6 9.19n+.02 E NewIncome 1 +2 +7 9.21n+.02 A+SciTec +12 +3+125 51.06n.67 A+SciTecAdv +12 +3+123 50.36n.65 A SmCapGr +12 +5 +85 39.02n.12 A SmCapStk +13 +6 +66 53.98n.11 A SmCapStk +13 +6 +71 26.88n.05 A+SmCapValue + 8 +5 +57 52.95n.17 A TotEqMktIdx + 7 +5 +76 32.33n.20 A TxEffEq +13 +5 +94 32.65n.19 PRIMECAPOdyssey $ 29.5 bil 800 729 2307 A+AggrGrowth +14 +1+123 50.54n.03 A+Growth +13 +2+105 42.12n.21 A Stock + 5 +3 +87 33.55n.31 Principal Investors $ 282 bil 800 222 5852 A EqIncA + 4 +3 +63 32.32.27 A+LgCapGr +17 +6 +97 16.44n.08 A LgS&P500 + 7 +5 +76 18.75n.13 A LgS&P500A + 7 +5 +74 18.74.13 A LgS&P500J + 7 +5 +74 18.56n.13 A+LrgGrowIJ +17 +6 +93 13.60n.06 A MidCpBlndJ + 6 +4 +79 27.22n.19 A SmGrIInst +16 +6 +68 15.65n+.04 A SmGrIJ +15 +6 +63 11.57n+.02 A+SmlS&P600I +14 +6 +77 30.84n.04 A+SmlS&P600J +14 +6 +75 29.24n.04 ProFunds Inv $ 2.2 bil 888 776 3637 A+InternetUlt +41 +9+271 97.41n 1.0 Prudential A $ 45.9 bil 800 225 1852 A ConservGr +14 +3 +74 14.05.08 A+SelGwth +18 +5+100 15.47.10 E TotRetBd 2 +2 +10 14.16 +.05 Prudential B $ 66.1 bil 800 225 1852 A ConservGr +13 +3 +66 11.67n.06 A+SelGwthB +18 +4 +90 12.47n.08 E TotRetBd 2 +2 +8 14.16n+.05 Prudential C $ 13.9 bil 800 225 1852 A Growth +14 +4 +98 33.19n.21 A LgCpCorEq + 6 +4 +63 16.05n.11 Prudential Z&I $ 53.3 bil 800 225 1852 A 20/20Focus + 9 +3 +57 17.69n.12 A+GrowthZ +14 +4+111 44.52n.27 A SmallCapVal + 4 +3 +43 20.99n.10 A StockIdxI + 7 +5 +74 55.77n.38 A StockIdxZ + 7 +5 +74 55.76n.38 E TotRetBdZ 1 +2 +11 14.11n+.05 Putnam $ 13.9 bil 800 225 1581 A+GrwthOpp +15 +7 +98 37.66n.20 Putnam A $ 65.2 bil 800 225 1581 A+GrowthOpp +15 +7 +98 35.89.19 A Leaders +11 +4 +90 99.70.99 A Research + 7 +4 +80 35.42.27 Putnam B $ 62.0 bil 800 225 1581 A+GrowOpp +14 +7 +90 30.47n.17 A Leaders +11 +3 +82 78.21n.78 Putnam C $ 54.5 bil 800 225 1581 A+GrowthOpp +14 +7 +90 31.01n.17 A LeadersSus +11 +3 +83 84.90n.84 Putnam M $ 50.8 bil 800 225 1581 A+GrowthOpp +14 +7 +93 32.38.18 A SustanLead +11 +3 +85 86.51.86 Putnam Y $ 48.6 bil 800 225 1581 A+GrowthOpp +15 +7+100 37.46n.20 A+MltCpGrw +12 +4 +92 106.63n 1.1 A Research + 7 +4 +81 35.78n.28 A SmCapVal + 4 +2 +49 14.75n.09 RealFds $ 12.5 bil 888 473 8637 A+GrEqInst +15 +6 +89 29.00n+.00 A GrEqInv +15 +6 +81 28.89n+.00 A+ValEqInst + 3 +3+363 23.14n+.00 Royce Funds $ 13.3 bil 800 221 4268 A+OpportInv + 7 +2 +50 14.47n.08 A PAMutlCnst + 9 +4 +38 9.23n.03 A+PAMutlInv +10 +4 +46 11.55n.04 A PremierInv + 6 +3 +44 17.60n.05 A TotlRetI + 3 +3 +41 13.96n.08 Russell Funds S $ 23.2 bil 800 787 7354 A USCoreEqty + 6 +5 +57 34.21n+.00 A USDynEqt + 6 +3 +48 9.45n+.00 Rydex C $ 830 mil 800 820 0888 A+Nova + 8 +6+109 63.89n.67 Rydex Dyn $ 2.3 bil 800 820 0888 A+Nasd1002X +29+15+337 159.68n 2.5 A+Ndq2xStrC +29+15+315 128.06n 2.0 Rydex Investor $ 2.5 bil 800 820 0888 A+Ndq100 +16 +8+124 39.29n.30 A+Nova + 8 +7+120 77.28n.81 Rydex/Sgi A $ 957 mil 800 820 0888 A MidCapValA + 5 +1 +41 36.16.18 Rydex/Sgi C $ 586 mil 800 820 0888 A MidCapValC + 5 +1 +33 26.05n.13 S T U Schroder Funds $ 4.6 bil 800 464 3108 A NorthAmerEq + 7 +6 +67 18.16n+.00 Schwab Funds $ 74.9 bil 800 435 4000 A 1000IdxInv + 7 +5 +73 67.16n.44 A FdUSLg + 5 +4 +61 18.07n.10 A FmdUSSmI + 8 +4 +63 16.09n.08 A LrgGr + 9 +6 +76 19.51n.14 A S&P500Idx + 7 +5 +78 44.15n.30 A SmCapSelect +11 +4 +62 33.92n.08 A StkIdxSel + 8 +5 +76 51.15n+.00 Schwartz Funds $ 757 mil 734 455 7777 A AveMarGr +10 +4 +74 33.86n.20 Scout Funds $ 4.0 bil 877 726 8842 A+MidCap + 5 +2 +65 19.92n.07 A+SmallCap +15 +8 +82 29.73n+.00 SEI Portfolios $ 35.1 bil 610 676 1000 A LrgCpGrA +13 +6 +76 38.72n.23 A S&P500IdxA + 7 +5 +72 66.87n.46 Sel40 $ 85.7 bil 800 525 7048 A+GlobOppR + 5 3+122 69.02n.52 A+GoldSpecMin 13 7 12 13.75n.13 Selected Funds $ 7.6 bil 800 243 1575 A AmericanD + 6 +3 +57 40.23n.37 A AmericanS + 5 +3 +56 40.15n.37 Sentinel Group $ 4.8 bil 800 282 3863 A CmmnStkA + 8 +5 +64 45.63.32 A SmallCoA +11 +5 +54 5.78.01 A SmallCoC +10 +5 +43 3.37n+.00 SmeadCapMan $ 2.8 bil 877 701 2883 A MFGrEqt +14 +5 +84 24.56n.13 SSGA Funds $ 2.1 bil 617 786 3000 A S&P500Idx + 7 +5 +74 39.78n.27 State Frm Ret $ 25.9 bil 855 733 7333 A EqtyInst + 8 +3 +76 11.54n.07 A EquityA + 8 +3 +76 12.06n.07 A EquityB + 8 +3 +74 12.04n.07 A SmlCapIdx +10 +4 +58 20.07n.05 A SmlCapIdxA +10 +4 +57 19.71n.04 TCM Funds $ 380 mil 800 536 3230 A+TCMSmGr +18 +7 +80 39.55n+.17 TCW Funds $ 31.4 bil 800 386 3829 A SelectEqI +17 +7 +83 29.28n.16 A SelectEqN +17 +7 +80 26.57n.15 Thrivent Funds A $ 12.8 bil 800 847 4836 A LrgCapGr +17 +6 +95 12.03.08 A+MidCapStkA + 4 +2 +90 26.39.22 A+SmlCapStk + 8 +3 +74 23.22.04 Thrivent Funds Instl $ 5.0 bil 800 847 4836 A LrgCapVal + 4 +3 +56 23.80n.17 A+MidCapStk + 4 +2 +94 29.77n.25 TIAA CREF FUNDS $ 87.4 bil 800 842 2252 A+EnLgGrIdx +12 +6 +89 15.14n.11 A EquityIdx + 8 +5 +76 21.13n.13 A Gr&IncPrm + 8 +4 +72 15.44n.08 A Growth&Inc + 9 +4 +73 15.43n.08 A+LgCapGrIdx +13 +7+101 32.44n.20 A SmlCapEqPrm + 9 +5 +61 20.64n.01 A SocChEqPrm + 6 +4 +65 20.37n.12 A SocialEqty + 7 +4 +66 20.45n.12 TIAA CREF Instl Retirement $ 101 bil 800 842 2252 A EquityIdx + 7 +5 +75 21.42n.14 A Growth&Inc + 8 +4 +71 15.69n.08 A+LgGrwth +15 +6+102 22.67n.12 A+LrgCpGrIdx +12 +6+100 32.63n.21 A S&P500Idx + 7 +5 +77 31.50n.21 A SmBlendIdx +11 +4 +64 23.64n.05 A SmCapEq + 9 +5 +60 20.23n.01 A SocialEqty + 6 +4 +65 20.73n.13 TIAA CREF Instl Funds $ 74.2 bil 800 842 2252 A+LrgCpGrowth +15 +6+104 22.82n.12 A S&P500Idx + 7 +5 +78 31.73n.21 A SmBlendIdx +11 +4 +65 23.57n.05 A SmlCapEqty + 9 +5 +62 20.77n.01 TIAA CREF Instl Funds Reta $ 61.3 bil 800 842 2252 A EquityIndex + 7 +5 +75 21.49n.13 A Growth&Inc + 8 +4 +74 20.61n.11 A+LrgCpGrowth +15 +6 +84 22.73n.12 A SmlCapEqty + 9 +5 +59 20.02n.01 A SocialEqty + 6 +4 +64 18.35n.11 Touchstone $ 22.2 bil 800 543 0407 A MIdcap + 9 +6 +68 35.29.24 A MidCapGrA +12 +3 +72 30.47.21 A MidCapGrIns +12 +3 +75 31.89n.22 A MidCapY +10 +6 +70 35.62n.24 A SandCpInsGr +24 +6 +83 25.51n.11 A SandSelGrY +24 +6 +81 18.00n.08 A SandSelGrZ +23 +6 +78 17.07n.07 Transamerica A $ 8.2 bil 800 797 2643 A+CapGrwA +22 +6+116 28.61.12 Transamerica B $ 4.0 bil 800 797 2643 IN THE UNITED STATES DISTRICT COURT IN AND FOR THE DISTRICT OF DELAWARE ROBERT HURWITZ, on Behalf of Himself and All Others Similarly Situated, Case No.: 1:15-cv-00711-MAK v. Plaintiff, CLASS ACTION ERIC MULLINS, CHARLES W. ADCOCK, JONATHAN C. FARBER, TOWNES G. PRESSLER, JR., JOHN A. BAILEY, JONATHAN P. CARROLL, SCOTT W. SMITH, RICHARD A. ROBERT, W. RICHARD ANDERSON, BRUCE W. MCCULLOUGH, and LOREN SINGLETARY, Defendants. SUMMARY NOTICE OF PROPOSED SETTLEMENT OF CLASS ACTION AND SETTLEMENT HEARING TO: ALL PERSONS WHO HELD LRR ENERGY, L.P. ( LRE COMMON UNITS DURING THE PERIOD AS OF AUGUST 28, 2015 THROUGH AND INCLUDING OCTOBER 5, 2015 AND WHO RECEIVED VANGUARD NATURAL RESOURCES, LLC COMMON UNITS IN EXCHANGE FOR SUCH LRE COMMON UNITS ON OR ABOUT OCTOBER 5, 2015 (THE CLASS. YOU ARE HEREBY NOTIFIED, pursuant to an Order of the U.S. District Court in and for the District of Delaware, that a hearing will be held on December 14, 2018, at 12:30 p.m., before the Honorable Mark A. Kearney, U.S. District Judge, at the U.S. District Court in and for the Eastern District of Pennsylvania, James A. Byrne U.S. Courthouse, 601 Market Street, Philadelphia, PA 19106, for the purpose of determining: (1 whether the proposed Settlement of the claims in the Action as described in the Stipulation of Settlement (and all addendums thereto for the principal amount of $8 million should be approved by the Court as fair, reasonable, and adequate; (2 whether a Final Judgement and Order of Dismissal with Prejudice should be entered by the Court dismissing the Action with prejudice; (3 whether the proposed distribution of the Settlement Fund and Plan of Allocation are fair, reasonable, and adequate and should be approved; and (4 whether the application of Lead Class Counsel for the payment of attorneys fees and expenses and Class Representative s time and effort expended on behalf of the Class in this Action should be approved. IF YOU HELD ANY LRE COMMON UNITS AS OF AUGUST 28, 2015 THROUGH AND INCLUDING OCTOBER 5, 2015, YOUR RIGHTS MAY BE AFFECTED BY THE SETTLEMENT OF THIS LITIGATION. If you are a Class Member and did not receive in the mail a notice of class pendency pursuant to the Court s January 17, 2018 Order or a detailed Notice of Proposed Settlement of Class Action and Settlement Hearing ( Notice, you must submit a Proof of Claim and Release form by mail or online received no later than November 26, 2018 in order to receive an Initial Settlement Payment of $5.00. You can obtain a copy of the Proof of Claim and Release form by writing to LRR Energy Securities Litigation Settlement, c/o GCG, P.O. Box 10532, Dublin, OH 43017-4532, or via the Internet at www.lrrenergysecuritieslitigation.com. Additionally, to receive a portion of the Net Settlement Amount based on your pro rata share of your Vanguard units owned by Class Members, you must submit a Proof of Claim and Release form by the above date, establishing that you are entitled to the further recovery. You will be bound by any judgment rendered in the Action unless you have already timely and validly requested to be excluded from the Class. Any objection to the Settlement, the Plan of Allocation, or the fee and expense application or the service award to Class Representative must be delivered (not simply postmarked no later than November 9, 2018 to the Clerk of Court, U.S. District Court for the District of Delaware, 844 North King Street Unit 18, Wilmington, DE 19801. PLEASE DO NOT CONTACT THE COURT OR DEFENDANTS REGARDING THIS NOTICE. If you have any questions about the Settlement, you may contact the Claims Administrator or Lead Class Counsel, Stephen J. Oddo, Esq., at Robbins Arroyo LLP, 600 B Street, Suite 1900, San Diego, CA 92101. DATED: August 13, 2018 BY ORDER OF THE COURT UNITED STATES DISTRICT COURT IN AND FOR THE DISTRICT OF DELAWARE