Frequently Asked Questions

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")

You received a Plan Notice as you have been identified by the Fund Administrator as 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”).

The Relevant Period is from June 2018, through August 2021, inclusive.

The Fair Fund consists of the $113,073,598.00 paid by the Respondents plus accrued interest.

You may be eligible for a payment from the Morgan Stanley PassiFair Fund if:

In order to be considered for eligibility for a distribution payment from the Morgan Stanley Passi Fair Fund, you must complete and submit a Certification Form by October 17, 2025 (the “Certification Form Deadline”).

You are excluded from participation in the Morgan Stanley Passi Fair Fund if you are an Excluded Party as defined in the Plan, including:

The Plan of Allocation is designed to compensate the Selling Shareholders for losses on their sales of blocks of shares of the Securities in the Transactions (listed on Exhibit B to the Plan ) resulting from the conduct described in the Orders. Investors who did not suffer losses on sales of blocks of shares of the Securities in the Transactions, or who is an Excluded Party, is ineligible to recover under the Plan. A Payee is any Person who suffered a Recognized Loss as calculated by the Plan of Allocation; who submits a valid Certification Form by the Certification Form Deadline; and who is not an Excluded Party under paragraphs16(a)-(d) of the Plan.

The deadline to submit a Certification Form, also referred to as the “Certification Form Deadline”, is October 17, 2025.

Certification Forms completed online must be submitted on or before 11:59 p.m. Eastern Daylight Time on October 17, 2025.

Certification Forms submitted by mail must be sent to the address provided on the Certification Form and postmarked (or if not sent by U.S. Mail, received) by October 17, 2025.

Online submissions are encouraged.

To submit a Certification Form online, go to the Submit a Certification Form page, login with the User ID and PIN provided on your paper Certification Form, and follow the instructions.

You may also submit a Certification Form to the Third-Party via email at info@MorganStanleyPassiFairFund.com.

Certification Forms completed online must be submitted on or before 11:59 p.m. Eastern Daylight Time on October 17, 2025.

If you are unable to submit a Certification Form online, you may request a copy of the paper Certification Form from the Third-Party via email at info@MorganStanleyPassiFairFund.com or by calling 833-360-6848.

Certification Forms submitted by mail must be sent to the address provided on the Certification Form and postmarked (or if not sent by U.S. Mail, received) by October 17, 2025.

Anyone who did not receive a Plan Notice but believes they should have, should contact the Third-Party by October 26, 2025, and submit documentation to support their claim along with their contact information. If the Third Party, in consultation with the SEC, determines that the claimant should have received a Plan Notice, a Plan Notice will be sent to the claimant within 30 days of receipt of their documentation. The Third-Party can be reached by email at info@MorganStanleyPassiFairFund.com, or by calling 833-360-6848.

Your Recognized Loss is provided on the first page of your Certification Form. You can also view your Recognized Loss by going to the Submit a Certification Form page here and logging in using the User ID and PIN provided in your Certification Form. For further assistance locating your Recognized Loss, contact the Third-Party via email at info@MorganStanleyPassiFairFund.com or by calling 833-360-6848.

If you wish to dispute your Recognized Loss amount, you must provide a written statement along with supporting documentation to the Third-Party by email at info@MorganStanleyPassiFairFund.com or by mail to Morgan Stanley Passi Fair Fund, Third-Party, P.O. Box 25207, Santa Ana, CA 92799. The deadline to submit a dispute of your Recognized Loss amount is October 17, 2025.

Within 60 days of the Plan approval, the Third-Party will send a Final Determination Notice to any Preliminary Claimant who timely submitted a written dispute, notifying the Preliminary Claimant of the Third-Party’s resolution of the dispute; and those Preliminary Claimants who have not responded to the Plan Notice, notifying the Preliminary Claimant that they have been deemed an Unresponsive Preliminary Claimant.

There is no current estimate for when Distribution Payments will commence although the Fund Administrator and the Third-Party retained to assist the Fund Administrator hope to stay within the deadlines provided in the Plan. Please visit this website often to get the most up-to-date information.

On April 3, 2024, the SEC issued an order appointing Heffler, Radetich & Saitta, LLP, as the Tax Administrator of the Fair Fund. See the SEC’s Order: Release No. 34-101317.

On April 22, 2025, the SEC issued an order appointing Sondra Panahi as the Fund Administrator for the Morgan Stanley Passi Fair Fund. On August 27, 2025, the SEC issued an order appointing Simpluris, Inc. (“Simpluris”) as the Third-Party to assist the Fund Administrator in its role as the Fund Administrator for the Fair Fund. See the SEC’s Order: Release No. 34-103790

Copies of the Plan, the Notice, and other relevant documents are available for download on the Important Documents page of this website and through the SEC’s website for this matter.

If you would like to request a copy of the Plan, the Plan Notice, and/or the Certification Form, or if you have any other questions, you may contact the Third-Party via email at info@MorganStanleyPassiFairFund.com, or by calling 833-360-6848. The mailing address for the Third-Party is: Morgan Stanley Passi Fair Fund, Third-Party, P.O. Box 25207, Santa Ana, CA 92799.