Ssga Funds Management, Inc.

Event Detail: THE CHARGE WAS FOR ONE COUNT OF CONSPIRACY TO COMMIT WIRE FRAUD AND SECURITIES FRAUD. THE CHARGE, WHICH WAS A FELONY, RELATED TO OVERCHARGING CERTAIN CLIENTS FOR THE PROVISION OF TRANSITION MANAGEMENT SERVICES. STATE STREET CORPORATION ("STATE STREET") AND THE UNITED STATES ATTORNEY'S OFFICE FOR THE DISTRICT OF MASSACHUSETTS AND THE UNITED STATES DEPARTMENT OF JUSTICE (THE "DOJ") ENTERED INTO A DEFERRED PROSECUTION AGREEMENT (THE "DPA") UNDER WHICH THE DOJ AGREED TO DEFER PROSECUTION OF STATE STREET AND ANY OF ITS SUBSIDIARIES AND MAJORITY-OWNED, OPERATIONALLY-CONTROLLED AFFILIATES FOR THIS CHARGE PURSUANT TO THE TERMS AND CONDITIONS DESCRIBED IN THE DPA. ON JULY 29, 2022, THE CRIMINAL INFORMATION FILED IN CONNECTION WITH THE MATTER WAS DISMISSED WITH PREJUDICE. Status: Final Disposition: THE PROSECUTION OF THIS CHARGE WAS DEFERRED PURSUANT TO THE TERMS AND CONDITIONS OF A DEFERRED PROSECUTION AGREEMENT (THE "DPA") BETWEEN STATE STREET CORPORATION AND THE UNITED STATES ATTORNEY'S OFFICE FOR THE DISTRICT OF MASSACHUSETTS AND THE UNITED STATES DEPARTMENT OF JUSTICE (THE "DOJ"). PURSUANT TO THE TERMS AND CONDITIONS OF THE DPA, STATE STREET PAID A MONETARY PENALTY OF $32.3 MILLION TO THE UNITED STATES TREASURY ON JANUARY 24, 2017. ON JULY 29, 2022, THE CRIMINAL INFORMATION FILED IN CONNECTION WITH THE MATTER WAS DISMISSED WITH PREJUDICE. Summary: THE CHARGE RELATED TO SIX EMEA-BASED (EUROPEAN, MIDDLE-EAST AND AFRICA) CLIENTS THAT WERE OVERCHARGED FOR TRANSITION MANAGEMENT SERVICES PROVIDED IN 2010 AND 2011. STATE STREET CORPORATION'S ("STATE STREET") TRANSITION MANAGEMENT BUSINESS FALLS WITHIN ITS PORTFOLIO SOLUTIONS GROUP, WHICH IS, IN TURN, PART OF STATE STREET GLOBAL MARKETS. AFTER LEARNING OF THIS MISCONDUCT IN 2011, STATE STREET REPORTED THIS MATTER TO THE UK FINANCIAL CONDUCT AUTHORITY (FCA) AND COOPERATED WITH THE FCA AND OTHER GOVERNMENTAL AGENCIES, WHILE SIMULTANEOUSLY CONDUCTING ITS OWN INTERNAL INVESTIGATION WITH THE ASSISTANCE OF INDEPENDENT ADVISORS. STATE STREET, THE UNITED STATES ATTORNEY'S OFFICE FOR THE DISTRICT OF MASSACHUSETTS AND THE UNITED STATES DEPARTMENT OF JUSTICE (THE "DOJ") HAVE ENTERED INTO A DEFERRED PROSECUTION AGREEMENT (THE "DPA") UNDER WHICH THE DOJ AGREED TO DEFER PROSECUTION OF THIS CHARGE PURSUANT TO THE TERMS AND CONDITIONS DESCRIBED IN THE DPA. ON JULY 29, 2022, THE CRIMINAL INFORMATION FILED IN CONNECTION WITH THE MATTER WAS DISMISSED WITH PREJUDICE.

Event Detail: STATE STREET CORPORATION ("SSC") ENTERED INTO A DEFERRED PROSECUTION AGREEMENT (THE "DPA") WITH THE US ATTORNEY'S OFFICE FOR THE DISTRICT OF MASSACHUSETTS (THE "OFFICE"), PURSUANT TO WHICH THE OFFICE FILED AN INFORMATION (THE "INFORMATION") CHARGING SSC WITH ONE COUNT OF CONSPIRACY TO COMMIT WIRE FRAUD, 18 U.S.C. § 1349, A FELONY. THE INFORMATION CHARGES THAT BETWEEN 1998 AND 2015, IN CONNECTION WITH ITS CUSTODY BANKING BUSINESS, SSC, AND EIGHT FORMER EMPLOYEES IDENTIFIED AS CO-CONSPIRATORS, AGREED TO ENGAGE IN A SCHEME TO DEFRAUD THE BANK'S CUSTODY CLIENTS BY MARKING UP OUT-OF-POCKET EXPENSES, WHICH WERE GENERALLY UNDERSTOOD TO BE REIMBURSABLE COSTS FOR ITEMS PAID BY A BANK ON BEHALF OF A CLIENT, WHILE LEADING CLIENTS TO BELIEVE THAT THEY WERE PASS THROUGH CHARGES ON WHICH THE BANK WAS NOT EARNING A PROFIT. PURSUANT TO THE DPA, SSC WAS NOT REQUIRED TO ENTER A PLEA. ON MARCH 5, 2024, THE CRIMINAL INFORMATION FILED IN CONNECTION WITH THE MATTER WAS DISMISSED. Status: Final Disposition: ON MAY 13, 2021, PURSUANT TO THE DPA, SSC AGREED (1) TO PAY A PENALTY OF $115 MILLION, WHICH WAS PAID ON MAY 17, 2021; (2) TO MAINTAIN OR IMPLEMENT A COMPLIANCE PROGRAM FOCUSED ON PREVENTION AND DETECTION OF SIMILAR CONDUCT; (3) TO RETAIN AN INDEPENDENT MONITOR FOR TWO YEARS TO OVERSEE COMPLIANCE WITH THE DPA; AND (4) TO COOPERATE WITH AND MAKE DISCLOSURES TO THE OFFICE AND OTHER LAW ENFORCEMENT AGENCIES DURING THE TERM OF THE DPA. ON MARCH 5, 2024, THE CRIMINAL INFORMATION FILED IN CONNECTION WITH THE MATTER WAS DISMISSED. Summary: BY ENTERING INTO THE DPA ON MAY 13, 2021, SSC ADMITTED THAT IT WAS RESPONSIBLE UNDER US LAW FOR THE ACTS OF ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS AS CHARGED IN THE INFORMATION AND THAT THE ALLEGATIONS DESCRIBED IN THE INFORMATION WERE ACCURATE. THE OFFICE AGREED TO DEFER PROSECUTION OF SSC AND TO DISMISS THE CHARGE DESCRIBED IN THE INFORMATION IF THE DPA'S CONDITIONS ARE MET. SSC WAS NOT REQUIRED TO ENTER A PLEA. ON MARCH 5, 2024, THE CRIMINAL INFORMATION FILED IN CONNECTION WITH THE MATTER WAS DISMISSED. SEE ITEM 3, ABOVE, FOR A SUMMARY OF THE CHARGE AND RELEVANT DATES OF THE CONDUCT.

Allegations: PARTICIPANTS IN THE STATE STREET SALARY PROGRAM (THE "PLAN") ALLEGE THAT DEFENDANTS STATE STREET CORPORATION, STATE STREET BANK & TRUST COMPANY, AND THE NORTH AMERICA REGIONAL BENEFITS COMMITTEE OF STATE STREET CORPORATION (CURRENTLY KNOWN AS UNITED STATES BENEFITS COMMITTEE OF STATE STREET CORPORATION) BREACHED FIDUCIARY DUTIES AND ENGAGED IN PROHIBITED TRANSACTIONS WITH RESPECT TO THE PLAN'S INVESTMENT OPTIONS AND ADMINISTRATIVE FEES. WE HAVE AGREED, SUBJECT TO COURT APPROVAL, TO RESOLVE THIS MATTER. Status: Pending Summary: PLAINTIFFS ARE PARTICIPANTS IN THE STATE STREET SALARY SAVINGS PROGRAM (THE "PLAN") WHO PURPORT TO ASSERT CLAIMS UNDER THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA") ON BEHALF OF THEMSELVES AND ALL OTHERS SIMILARLY SITUATED. PLAINTIFFS ALLEGE THAT DEFENDANTS STATE STREET CORPORATION, STATE STREET BANK & TRUST COMPANY AND THE NORTH AMERICA REGIONAL BENEFITS COMMITTEE OF STATE STREET CORPORATION (CURRENTLY KNOWN AS UNITED STATES BENEFITS COMMITTEE OF STATE STREET CORPORATION) BREACHED FIDUCIARY DUTIES AND ENGAGED IN PROHIBITED TRANSACTIONS UNDER ERISA WITH RESPECT TO THE PLAN'S INVESTMENT OPTIONS AND ADMINISTRATIVE FEES. PLAINTIFFS ASSERT FIVES CAUSES OF ACTION UNDER ERISA FOR (I) BREACH OF THE DUTIES OF PRUDENCE AND LOYALTY; (II) BREACH OF THE DUTY TO MONITOR FIDUCIARIES; (III) PROHIBITED TRANSACTIONS WITH A PARTY-IN-INTEREST; (IV) PROHIBITED TRANSACTIONS WITH FIDUCIARIES; AND (V) CO-FIDUCIARY LIABILITY. WE HAVE AGREED, SUBJECT TO COURT APPROVAL, TO RESOLVE THIS MATTER.