UNITED STATES OF AMERICA

Before the

SECURITIES AND EXCHANGE COMMISSION

SECURITIES EXCHANGE ACT OF 1934 

Release No. 93022 / September 16, 2021

ADMINISTRATIVE PROCEEDING

File No. 3-15982

In the Matter of

Morgan Stanley and Co. LLC, 

Morgan Stanley ABS Capital I Inc., 

and Morgan Stanley Mortgage 

Capital Holdings LLC,

Respondents.

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ORDER DIRECTING 

DISBURSEMENT OF FAIR FUND

On May 31, 2019, the Commission published a Notice of Proposed Plan of Distribution 

and Opportunity for Comment (“Notice”),1pursuant to Rule 1103 of the Commission’s Rules on 

Fair Fund and Disgorgement Plans (“Commission’s Rules”);2and simultaneously posted the 

Proposed Plan of Distribution (the “Proposed Plan”). The Notice advised interested persons that 

they could obtain a copy of the Proposed Plan from the Commission’s public website or by 

submitting a written request to Adriene Mixon, Esq., Assistant Chief Litigation Counsel, United 

States Securities and Exchange Commission, 444 South Flower Street, Suite 900, Los Angeles, 

CA 90071. The Notice also advised that all persons desiring to comment on the Proposed Plan 

could submit their comments, in writing, within 30 days of the Notice. The Commission 

received a comment on the Proposed Plan during the comment period. Subsequently, a letter 

was received outside of the comment period responding in opposition to the comment. On June 

 

1

 Exchange Act Rel. No. 85998 (May 31, 2019).

2

 17 C.F.R. § 201.1103.
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30, 2020, after thorough review and substantial consideration, the Commission issued an order 

approving the Proposed Plan without modification,3and posted the approved Plan of Distribution 

(the “Plan”).

The Plan provides for the distribution of the Fair Fund, plus accumulated interest, less 

investment fees and taxes, to the harmed investors according to the methodology set forth in the 

Plan. In accordance with the Plan, the Claims Bar Date has passed and all timely submitted 

claims have been processed by the Fund Administrator. All investors whose claims have been 

denied, in whole or in part, have been notified and provided the opportunity to cure.

Pursuant to the Plan, the Fund Administrator has submitted a payment file to Commission 

staff with a reasonable assurance letter as to the completeness and accuracy of the information 

contained therein. The Commission staff has reviewed and accepted the payment file and 

requests, pursuant to Rule 1101(b)(6) of the Commission’s Rules, 17 C.F.R. § 201.1101(b)(6), 

that the Commission authorize the transfer of $124,758,618.37 from the Fair Fund to the Fair 

Fund’s escrow account at The Huntington National Bank for distribution by the Fund 

Administrator to the eligible claimants in accordance with the Plan. 

 

3

 Order Approving Plan of Distribution, Exchange Act Rel. No. 89201 (June 30, 2020).
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Accordingly, it is hereby ORDERED, that Commission staff shall transfer 

$124,758,618.37 from the Fair Fund to the Fair Fund’s escrow account at The Huntington 

National Bank, and the Fund Administrator shall distribute such monies to the eligible claimants

in accordance with the Plan. 

For the Commission, by the Division of Enforcement, pursuant to delegated authority.4

Vanessa A. Countryman

Secretary 

 

4

 17 C.F.R. § 200.30-4(a)(21)(v).