UNITED STATES OF AMERICA

Before the

SECURITIES AND EXCHANGE COMMISSION

SECURITIES EXCHANGE ACT OF 1934 

Release No. 98918 / November 13, 2023

ADMINISTRATIVE PROCEEDING

File No. 3-21181

In the Matter of

Barclays PLC and Barclays Bank 

PLC,

Respondents.

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ORDER APPOINTING FUND 

ADMINISTRATOR, SETTING 

ADMINISTRATOR’S BOND AMOUNT, 

AND AUTHORIZING PAYMENT OF FEES 

AND EXPENSES

On September 29, 2022, the Commission issued an Order Instituting Cease-and-Desist 

Proceedings Pursuant to Section 8A of the Securities Act of 1933 and Section 21C of the 

Securities Exchange Act of 1934, Making Findings, and Imposing a Cease-and-Desist Order (the 

“Order”)1against Barclays PLC (“BPLC”) and Barclays Bank PLC (“BBPLC”) (collectively, the 

“Respondents”). In the Order, the Commission found that BBPLC failed to put into place any 

internal control around the real-time tracking of securities being offered or sold off of its 

Commission-registered shelf registration statements. According to the Order, as a result of this 

failure, between June 26, 2019 and March 9, 2022, BBPLC offered and sold an unprecedented 

amount of securities—cumulatively totaling approximately $17.7 billion—in excess of what it 

had registered with the Commission, in violation of Sections 5(a) and 5(c) of the Securities Act.

In connection with the over-issuances and internal control failure, BPLC and BBPLC restated 

their year-end 2021 audited financial statements filed with the Commission.

1

 Securities Act Rel. No. 11110 (Sept. 29, 2022).
2

The Commission ordered the Respondents to pay a $200,000,000.00 civil penalty to the 

Commission. The Commission ordered the funds paid pursuant to the Order be held in an 

account at the United States Treasury (the “U.S. Treasury”) pending a decision whether the 

Commission, in its discretion, would seek to distribute the funds or, subject to Section 21F(g)(3), 

transfer them to the general fund of the U.S. Treasury.

On March 30, 2023, the Commission issued an order2that created a Fair Fund, pursuant 

to Section 308(a) of the Sarbanes-Oxley Act of 2002, so the penalty paid can be distributed to 

harmed investors (the “Fair Fund”). 

The Fair Fund consists of the $200,000,000.00 paid by the Respondents and has been 

deposited in a Commission-designated account at the U.S. Treasury. Any accrued interest will 

be added to the Fair Fund.

The Division of Enforcement (the “Division”) now seeks the appointment of KCC Class 

Action Services, LLC (“KCC” or “Fund Administrator”) as the fund administrator and requests 

that the administrator’s bond be set at $200,000,000.00. KCC is included in the Commission’s 

approved pool of administrators.

The Division further requests that the Commission authorize the Office of Financial 

Management (“OFM”), at the direction of an Assistant Director of the Office of Distributions, to 

pay the Fund Administrator’s fees and expenses from the Fair Fund, so long as the total amount 

paid to the Fund Administrator, including the invoice to be paid, does not exceed the total 

amount of the approved cost proposal submitted by the Fund Administrator.

2

 Order Establishing a Fair Fund, Exchange Act Rel. No. 97221 (Mar. 30, 2023).
3

Accordingly, IT IS HEREBY ORDERED that:

A. KCC is appointed as the Fund Administrator, pursuant to Rule 1105(a) of the 

Commission’s Rules on Fair Fund and Disgorgement Plans (“Commission’s 

Rules”);3

B. KCC shall obtain a bond in accordance with Rule 1105(c) of the Commission’s 

Rules,4in the amount of $200,000,000.00; 

C. the Fund Administrator will submit invoices to the Commission staff for services 

rendered, in accordance with Rule 1105(d) of the Commission’s Rules;5and 

D. at the direction of an Assistant Director of the Office of Distributions, OFM is 

authorized to pay the Fund Administrator’s fees and expenses from the Fair Fund, 

in accordance with Rule 1105(e) of the Commission’s Rules,6so long as the total 

amount paid to the Fund Administrator, including the invoice to be paid, does not 

exceed the total amount of the approved cost proposal submitted by the Fund 

Administrator.

For the Commission, by the Division of Enforcement, pursuant to delegated authority.7

Vanessa A. Countryman

Secretary 

3

 17 C.F.R. § 201.1105(a).

4

 17 C.F.R. § 201.1105(c).

5

 17 C.F.R. § 201.1105(d).

6

 17 C.F.R. § 201.1105(e).

7

 17 C.F.R. § 200.30-4(a)(17) and 17 C.F.R. § 200.30-4(a)(21)(vi).