Welcome to the Morgan Stanley Passi Fair Fund website

If you are a person or entity who may have suffered a loss on their sales of blocks of shares of the Securities in the Transactions (listed on Exhibit B to the Plan) resulting from the misconduct of Morgan Stanley and Pawan Kumar Passi as described in the Orders from June 2018 through August 2021 (the “Relevant Period”) and you would like to be considered for eligibility to share in the Fair Fund distribution, you must complete and submit a Certification Form on or before 11:59 p.m. Eastern Standard Time on October 17, 2025 (the “Certification Form Deadline”). If you choose to submit a Certification Form by mail, the completed Certification Form must be postmarked (or if not sent by U.S. Mail, received) by the Certification Form Deadline.

BACKGROUND

On January 12, 2024, the SEC issued two related settled orders (collectively, the “Orders”) against Morgan Stanley & Co. LLC (“Morgan Stanley”) and Pawan Kumar Passi (“Passi”) (collectively, the “Respondents”). In the Orders, the SEC found that, from at least June 2018 through August 2021 (the “Relevant Period”), Passi, the former head of Morgan Stanley’s Syndicate Desk, and another employee perpetrated a fraud involving large blocks of stock that the investment banking firm purchased from investors (the “Selling Shareholders”). The SEC found that these Morgan Stanley employees, in violation of their duties of confidentiality and Morgan Stanley’s policies, disclosed to certain buy-side investors non-public, potentially market-moving information, concerning impending “block trades” that the firm had been invited to bid on or was in the process of negotiating with the Selling Shareholders. The SEC further found that Morgan Stanley failed to enforce information barriers to prevent material non-public information involving the block trades from being discussed by the Syndicate Desk. The SEC found that, by this conduct, Morgan Stanley generated more than $138 million in profits across 28 transactions. The SEC determined that, through this conduct, Morgan Stanley and Passi willfully violated Sections 10(b) and 15(g) of the Securities Exchange Act of 1934 (“Exchange Act”) and Rule 10b-5 thereunder, and that Morgan Stanley willfully violated Section 15(g) of the Exchange Act.

The SEC ordered Morgan Stanley to pay disgorgement and prejudgment interest totaling $166,354,821, offset by the value of assets forfeited and restitution paid by Morgan Stanley pursuant to a non-prosecution agreement with the U.S. Attorney’s Office for the Southern District of New York in parallel criminal proceedings (the “Criminal Proceedings”). The SEC further ordered Morgan Stanley to pay a civil penalty of $83 million. The SEC also ordered Passi to pay a civil penalty of $250,000.

On September 27, 2024, the SEC issued an order establishing the Passi Fair Fund and the Morgan Stanley Fair Fund, for the $113,073,598.00 in disgorgement, prejudgment interest, and penalties the Respondents paid. The order also consolidated the two Fair Funds for distribution.

The Fair Fund consists of the $113,073,598.00 in disgorgement, prejudgment interest, and civil penalties after the offset of amounts that Morgan Stanley forfeited and paid in restitution in the Criminal Proceedings In accordance with the Orders, the SEC holds the funds in SEC-designated accounts at the United States Department of Treasury.

On October 11, 2024, the SEC issued an order appointing Miller Kaplan Arase LLP (“MKA”) as the Tax Administrator of the Fair Fund.

On February 26, 2025, the SEC published a notice of the proposed plan of distribution and opportunity for comment and simultaneously published the proposed plan of distribution (“Proposed Plan”).

On April 22, 2025, the SEC issued an order approving the Proposed Plan and simultaneously posted the approved modified plan of distribution.

On August 27, 2025, the SEC issued an order approving a second modification to the Plan and simultaneously posted the approved modified plan of distribution (the “Plan”).