UNITED STATES OF AMERICA

Before the

SECURITIES AND EXCHANGE COMMISSION

ADMINISTRATIVE PROCEEDING 

File No. 3-19334

In the Matter of

MVP Manager LLC

Respondent.

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MODIFIED PLAN OF 

DISTRIBUTION

I. OVERVIEW

1. The Division of Enforcement submits this Plan of Distribution (the “Plan”) to the 

United States Securities and Exchange Commission (the “Commission”) pursuant to Rule 1101 

of the Commission’s Rules on Fair Fund and Disgorgement Plans (the “Commission’s Rules”), 

17 C.F.R. § 201.1101. This Plan provides for the distribution of a Fair Fund (the “Fair Fund”)

comprised of disgorgement, prejudgment interest, and civil money penalties paid by MVP 

Manager LLC (“MVP” or the “Respondent”) in the above-captioned matter.1 

2. As described more specifically below, the Plan seeks to compensate investors 

who were harmed by MVP’s conduct described in the Order in connection with conflicts of 

interest that were not adequately disclosed to MVP’s investors between January 2015 and 

January 2016. Based on information obtained by the Commission staff during its investigation 

and the review and analysis of applicable records, the Commission staff has reasonably 

concluded that it has all records necessary to calculate each investor’s harm. As a result, the Fair 

Fund is not being distributed according to a claims-made process, so procedures for making and 

approving claims in accordance with Rule 1101(b)(4) of the Commission’s Rules, 17 C.F.R. § 

201.1101(b)(4), are not applicable.

3. Using the methodology detailed in the Plan of Allocation (attached as Exhibit A), 

investors will be compensated for harm suffered in connection with their investments, between 

January 2015 and January 2016, in three series of funds managed by MVP that offered interests to 

investors by series, with each series investing in a single pre-initial public offering company.

2

 

1

 See Order Instituting Administrative and Cease-and-Desist Proceedings, Pursuant to Sections 203(e) and 203(k) of 

the Investment Advisers Act of 1940, Making Findings, and Imposing Remedial Sanctions and a Cease-and-Desist 

Order, Advisers Act Rel. No. 5319 (Aug. 13, 2019) (the “Order”).

2 The three series of funds were MVP Opportunity Fund I, Series D-2; MVP Opportunity Fund II, Series EE-1; and 

MVP Opportunity Fund II, Series EE-2.
2

4. In the view of the Commission staff, this methodology constitutes a fair and 

reasonable allocation of the Fair Fund. 

5. The Commission has custody of the Fair Fund and shall retain control of the 

assets of the Fair Fund. The Plan is approved by the Commission, and the Commission retains 

jurisdiction over its implementation.

II. BACKGROUND

6. On August 13, 2019, the Commission issued the Order instituting and 

simultaneously settling administrative and cease-and-desist proceedings against MVP. In the 

Order, the Commission found that MVP, an investment adviser to and manager of two funds that 

offered interests to investors in venture-backed companies that had not yet conducted an initial 

public offering (“pre-IPO companies”). According to the Order, in three instances between 

January 2015 and January 2016, MVP personnel arranged to receive brokerage commissions 

from the counter-party who sold securities in pre-IPO companies to MVP’s advisory clients 

without adequate disclosure to the clients or to investors in the funds. In each instance, the 

counterparty agreements resulted in the seller agreeing to receive a net purchase price that was 3-

4% lower than the gross purchase price paid by the buyer fund. The Commission found that this 

arrangement created a potential or actual conflict of interest for MVP in advising its client funds 

which MVP failed to adequately disclose.

 

7. The Commission ordered the Respondent to pay $150,058.88 in disgorgement, 

$19,681.42 in prejudgment interest, and an $80,000.00 civil money penalty, for a total of 

$249,740.30. 

8. In the Order, the Commission also created a Fair Fund, pursuant to Section 308(a) 

of the Sarbanes-Oxley Act of 2002, so the penalty paid, along with the disgorgement and interest 

paid, can be distributed to harmed investors.

9. The Respondent has paid in full. The Fair Fund has been deposited at the United 

States Department of the Treasury’s Bureau of the Fiscal Service (“BFS”) for investment. 

III. DEFINITIONS

As used in this Plan, the following definitions will apply:

10. “Administrative Costs” shall mean any administrative costs and expenses, 

including without limitation the fees and expenses of the Tax Administrator, tax obligations, 

investment and banking costs, and the expenses of third-parties retained by the Fund 

Administrator to provide administrative services.

11. “Distribution Payment” means a payment from the Fair Fund to a Payee in 

accordance with the terms of this Plan. 
3

12. “Eligible Claimant” shall mean a Preliminary Claimant, who is determined to 

have suffered a Recognized Loss pursuant to the Plan of Allocation, and who is not an Excluded 

Party or an Unresponsive Preliminary Claimant.

13. “Excluded Party” shall mean: (a) Respondent, or Respondent’s employees, 

advisers, agents, nominees, assigns, creditors, heirs, distributees, spouses, parents, children, or 

controlled entities; and (b) any purchaser or assignee of another Person’s right to obtain a 

recovery from the Fair Fund for value; provided, however, that this provision shall not be 

construed to exclude those Persons who obtained such a right by gift, inheritance or devise.

14. “Fair Fund” means the fund created by the Commission pursuant to Section 

308(a) of the Sarbanes-Oxley Act of 2002, for the benefit of investors harmed by Respondent’s 

violations described in the Order.

15. “Final Determination Notice” means the written notice sent by the Fund 

Administrator to any Preliminary Claimant who timely submitted a written dispute of their 

Investment Amount, notifying the Preliminary Claimant of its resolution of the dispute. The 

Final Determination Notice will constitute the Fund Administrator’s final ruling regarding the 

status of the claim.

16. “Investment Amount” means the amount invested in the Securities during the 

Relevant Period.

17. “Net Available Fair Fund” means the Fair Fund, plus any interest or earnings, 

less Administrative Costs. 

18. “Payee” means an Eligible Claimant who is determined to receive a Distribution 

Payment, as calculated in accordance with the Plan of Allocation.

19. “Person” means natural individuals as well as legal entities such as corporations, 

partnerships, or limited liability companies.

20. “Plan Notice” means a written notice from the Fund Administrator to 

Preliminary Claimants regarding the Commission’s approval of the Plan, including, as 

appropriate: a statement characterizing the distribution, a link to the approved Plan posted on the 

Commission’s website and instructions for requesting a copy of the Plan, specification of any 

information needed from the Preliminary Claimant to prevent them from being deemed an 

Unresponsive Preliminary Claimant, their Investment Amount, a description of the tax 

information reporting and other related tax matters, the procedure for the distribution as set forth 

in the Plan, and the name and contact information for the Fund Administrator in order to provide 

any requested information or to contact with questions regarding the distribution. 

21. “Plan of Allocation” means the methodology by which a Preliminary Claimant’s 

Recognized Loss is calculated. The Plan of Allocation is attached as Exhibit A.

22. “Preliminary Claimant” means those Persons, or their lawful successors, 
4

identified by the Fund Administrator based on its review and analysis of applicable records 

obtained by the Commission staff during its investigation to whom the Respondent failed to 

adequately disclose its conflicts of interest and who, therefore, may have been harmed in 

connection with investments in the Securities during the Relevant Period.

23. “Recognized Loss” means the amount allocated for a Preliminary Claimant’s 

harm, in accordance with the Plan of Allocation.

24. “Relevant Period” means the period of time between January 2015 and January 

2016.

25. “Securities” means MVP Opportunity Fund I, Series D-2; MVP Opportunity 

Fund II, Series EE-1; and MVP Opportunity Fund II, Series EE-2.

26. “Unresponsive Preliminary Claimant” means a Preliminary Claimant whose 

address the Fund Administrator or any third-party retained by the Fund Administrator has not 

been able to verify and/or who does not timely respond to attempts to obtain information, 

including any information sought in the Plan Notice. Unresponsive Preliminary Claimants will 

not be eligible for a distribution under the Plan.

IV. TAX COMPLIANCE

27. On October 15, 2020, the Commission appointed Miller Kaplan Arase LLP as the 

tax administrator (the “Tax Administrator”) for the Fair Fund to handle the tax obligations of the 

Fair Fund.

3

 The Tax Administrator will be compensated for reasonable fees and expenses from 

the Fair Fund in accordance with its 2019-2021 Engagement Letter Agreement with the 

Commission.4

28. The Fair Fund constitutes a Qualified Settlement Fund (“QSF”) under Section 

468B(g) of the Internal Revenue Code of 1986, as amended, 26 U.S.C. § 468B(g), and related 

regulations, 26 C.F.R. §§ 1.468B-1 through 1.468B-5. The Tax Administrator is the 

administrator of such QSF, for purposes of Treas. Reg. § 1.468B-2(k)(3)(I) and shall satisfy the 

tax-related administrative requirements imposed by Treas. Reg. § 1.468B-2, including, but not 

limited to:

(a) Obtaining a taxpayer identification number; 

(b) Requesting funds necessary for the timely payment of all applicable taxes, 

the payment of taxes for which the Tax Administrator has received funds, 

and the filing of applicable returns; and 

(c) Fulfilling any information reporting or withholding requirements imposed 

on distributions from the Fair Fund.

 

3

 See Order Appointing Tax Administrator, Exchange Rel. No. 90187 (Oct. 15, 2020).

4

 See Omnibus Order Directing the Appointment of Tax Administrator in Administrative Proceedings that Establish 

Distribution Funds, Exchange Act Rel. No. 85174 (Feb. 22, 2019).
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29. All tax obligations will be paid from the Fair Fund, subject to the review and 

approval of Commission staff.

V. FUND ADMINISTRATOR

30. Sondra Panahi is proposed to be the fund administrator for the Fair Fund (“Fund 

Administrator”).5 As a Commission employee, the Fund Administrator shall receive no 

compensation, other than her regular salary as a Commission employee, for her services in 

administering the Fair Fund. In accordance with Rule 1105(c) of the Commission’s Rules,6no 

bond is required since the Fund Administrator is a Commission employee.

31. The Fund Administrator will be responsible for administering the Fair Fund in 

accordance with the Plan. This will include, among other things, taking reasonable steps to 

obtain accurate mailing information for Preliminary Claimants; preparing accountings; 

cooperating with the Tax Administrator appointed by the Commission to satisfy any tax 

liabilities and to ensure compliance with income tax reporting requirements, including but not 

limited to Foreign Act Tax Compliance Act (FATCA); disbursing the Fair Fund in accordance 

with this Plan, as ordered by the Commission; and researching and reconciling errors and 

reissuing payments, when possible. The Fund Administrator will engage a third-party, 

Guidehouse Inc., Baker & Hostetler LLP, and PACE Claims Services LLC (“GBP”), to act as its 

agent and to perform some of the administrative tasks associated with implementing the Plan, 

including tracking contact information for Eligible Claimants, delivering the Plan Notice and tax 

forms, and collecting identifying information. GBP’s fees and expenses in the amount of $1,500 

will be paid from the Fair Fund as an Administrative Cost, pursuant to a cost proposal submitted 

to and approved by the Commission staff.

32. To carry out the purposes of this Plan, the Fund Administrator is authorized to 

make and implement immaterial changes to the Plan. If a change is deemed to be material, 

Commission approval is required prior to implementation by amending the Plan.

33. The Fund Administrator may extend any procedural deadline contained in the 

Plan for good cause shown.

VI. PLAN PROCEDURES

Specification of Preliminary Claimants

34. Using information obtained during its investigation, the Commission has 

identified the Preliminary Claimants who may be eligible to receive a payment pursuant to this 

Plan. 

 

5

 Sondra Panahi has replaced David London as the fund administrator.

6

 17 C.F.R. § 201.1105(c).
6

Procedures for Locating and Notifying Preliminary Claimants

35. Within thirty (30) days of Commission approval of the Plan, the Fund 

Administrator will send the Plan Notice to each Preliminary Claimant’s last known email address 

(if known) and/or mailing address.

Undeliverable Mail

36. The Fund Administrator will attempt to locate any Preliminary Claimant whose 

mailing is returned as undeliverable by the U.S. Postal Service or otherwise. If another address 

is obtained, the Fund Administrator will then resend the Plan Notice to the Preliminary 

Claimant’s new address within a reasonable number of days following receipt of the returned 

mail. If the mailing is returned again, and the Fund Administrator, despite best practicable 

efforts, is unable to find a Preliminary Claimant’s correct address, the Fund Administrator, in its 

discretion, may deem such Preliminary Claimant an Unresponsive Preliminary Claimant.

37. Any Preliminary Claimant who relocates or otherwise changes contact 

information after receipt of the Plan Notice must promptly communicate any change in address 

or contact information to the Fund Administrator.

Procedures to Request Plan Notice

38. Any Person who does not receive a Plan Notice, as described in paragraph 35 but 

who is aware of this Plan (e.g., through other Preliminary Claimants or on www.sec.gov) and 

believes he, she, or it should be included as a Preliminary Claimant should contact the Fund 

Administrator within thirty (30) days of approval of the Plan to request to be considered a 

Preliminary Claimant. The Fund Administrator will send the Person a Plan Notice within 

fourteen (14) days of receiving the Person’s request, if the Fund Administrator determines that 

the Person should have received a Plan Notice, as provided in paragraph 35.

Failure to Respond to Plan Notice

39. If a Preliminary Claimant fails to respond within thirty (30) days from the mailing 

of the Plan Notice, the Fund Administrator will make no fewer than two (2) attempts to contact 

the Preliminary Claimants by telephone or email. The second attempt will in no event take place 

more than forty-five (45) days from the initial mailing of the Plan Notice. If a Preliminary 

Claimant fails to respond to the Fund Administrator’s contact attempts as described in this 

paragraph, the Fund Administrator, in its discretion, may deem such Preliminary Claimant an 

Unresponsive Preliminary Claimant.

Dispute Process

40. Disputes will be limited to calculations of Investment Amounts. Within thirty 

(30) days of the initial mailing of the Plan Notice, the Fund Administrator must receive a written 

communication detailing the dispute along with any supporting documentation. The Fund 
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Administrator will investigate the dispute, and such investigation will include a review of the 

written dispute as well as any supporting documentation. 

Final Determination Notices

41. Within sixty (60) days of the initial mailing of the Plan Notices, the Fund 

Administrator will send a Final Determination Notice to any Preliminary Claimant who timely 

submitted a written dispute as described in paragraph 40 above, notifying the Preliminary 

Claimant of his resolution of the dispute.

Distribution Methodology

42. The Fund Administrator will calculate each Preliminary Claimant’s Recognized 

Loss in accordance with the Plan of Allocation. All Preliminary Claimants who are determined 

to have a Recognized Loss, and who are not deemed an Excluded Party or an Unresponsive 

Preliminary Claimant, will be deemed an Eligible Claimant. All Eligible Claimants who are 

determined to receive a Distribution Payment will be deemed a Payee.

Establishment of a Reserve

43. Before determining the amount of funds available for distribution and calculating 

each Payee’s Distribution Payment, the Fund Administrator, in conjunction with the Tax 

Administrator, will establish a reserve to pay Administrative Costs and to accommodate any 

unexpected expenditures (the “Reserve”).

44. After all Distribution Payments are made and Administrative Costs are paid, any 

remaining amounts in the Reserve will become part of the Residual described in paragraph 55

below.

Preparation of the Payment File

45. Within one hundred eighty (180) days of Commission approval of the Plan, after 

withholding the Reserve, the Fund Administrator will compile the Payee information, including 

the name, address, and the amount of the Distribution Payment for all Payees (the “Payee List”).

Distribution of the Fair Fund

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

201.1101(b)(6), the Fund Administrator will obtain an order from the Commission to disburse 

the Net Available Fair Fund to Payees in accordance with the Plan. The BFS will mail checks or 

electronically transfer funds to each Payee as instructed by the Fund Administrator in accordance 

with the Payee List. 

47. All Distribution Payments will be preceded or accompanied by a communication 

that includes, as appropriate: (a) a statement characterizing the distribution; (b) a statement that 

the tax treatment of the distribution is the responsibility of each Payee and that the Payee should 
8

consult his, her, or its tax advisor for advice regarding the tax treatment of the distribution; (c) a 

statement that checks will be void and cannot be reissued after one (1) year from the date the 

original check was issued; and (d) contact information for the Fund Administrator for questions 

regarding the Distribution Payment. The letter or other mailings to Payees characterizing a 

Distribution Payment will be submitted to the Tax Administrator for review and approval.

48. The Distribution Payments, on their face, or the accompanying mailing shall 

clearly indicate that the money is being distributed from a Fair Fund established to compensate 

investors for harm suffered as a result of securities law violations described in the Order. 

Post Distribution; Handling of Returned or Uncashed Checks; and Reissues

49. The Fund Administrator shall use its best efforts to make use of commercially 

available resources and other reasonably appropriate means to locate all Payees whose checks 

are returned to the Fund Administrator as “undeliverable.” If new address information becomes 

available, the Fund Administrator will repackage the distribution check and send it to the new 

address. If new address information is not available after a diligent search (and in no event no 

later than one year after the initial mailing of the original check) or if the distribution check is 

returned again, the check shall be voided and the Fund Administrator shall instruct BFS to stop 

payment on such check. If the Fund Administrator is unable to find a Payee’s correct address, 

the Fund Administrator, in his discretion, may remove such Payee from the distribution and the 

allocated Distribution Payment will remain in the Fair Fund for distribution, if feasible, to the 

remaining Payees.

50. The Fund Administrator will direct BFS to reissue checks to Payees upon the 

receipt of a valid written request from the Payee received prior to the stale date. In cases where a 

Payee is unable to endorse a Distribution Payment check as written (e.g., name changes, IRA 

custodian changes, or recipient is deceased) and the Payee or a lawful representative of the Payee 

requests the reissuance of a Distribution Payment check in a different name, the requesting 

Person must provide documentation to support the requested change to the Fund Administrator. 

The Fund Administrator will review the documentation to determine the propriety of the request 

and the authenticity of the supporting documentation. If the Fund Administrator determines, in 

his discretion, that the request for a change is appropriate and supported by the documentation 

provided, the Fund Administrator will direct that a Distribution Payment check be issued to the 

requesting Person. Reissued checks will be void sixty (60) days from the date of reissuance.

51. The Fund Administrator will work with BFS to obtain information about 

uncashed checks, any returned items due to non-delivery, insufficient addresses, and/or other 

deficiencies. The Fund Administrator is responsible for researching and reconciling errors and 

reissuing payments, when possible. The Fund Administrator is also responsible for accounting 

for all payments. The amount of all uncashed and undelivered payments will continue to be held 

in the Fair Fund.

52. The Fund Administrator will work with BFS to identify all uncashed checks. In 

the event that there are uncashed checks, the Fund Administrator will determine the extent to 

which, under the circumstances in this distribution, it would be appropriate and feasible to make 
9

additional efforts to contact the Payee(s). The Fund Administrator may reissue such checks, 

subject to the time limits detailed herein. 

Receipt of Additional Funds

53. Should any additional funds be received pursuant to a Commission or Court 

order, agreement, or otherwise, prior to the Commission’s termination of the Fair Fund, such 

funds will be added to the Fair Fund and distributed, if feasible, in accordance with the Plan, 

pursuant to the Commission’s Rules.

Disposition of Undistributed Funds

54. If funds remain following the initial distribution and payment of all 

Administrative Costs, the Fund Administrator may seek subsequent distribution(s) of any 

available remaining funds, if feasible, pursuant to the Commission’s Rules. All subsequent 

distributions shall be made in a manner that is consistent with this Plan. 

55. A residual within the Fair Fund will be established for any amounts remaining 

after the final disbursement to Payees from the Fair Fund and the payment of all Administrative 

Costs (the “Residual”). The Residual may include funds from, among other things, amounts 

remaining in the Reserve, distribution checks that have not been cashed or electronic payments 

that were not delivered or were returned to the Commission, and tax refunds for overpayment or 

for waiver of IRS penalties.

56. After the final accounting is approved by the Commission, all funds remaining in 

the Residual that are infeasible to distribute to investors will be transferred to the general fund of 

the U.S. Treasury, subject to Section 21F(g)(3) of the Securities Exchange Act of 1934 (the 

“Exchange Act”). Returning such money to the Respondent would be inconsistent with the 

equitable principle that no person should profit from his wrongdoing. Therefore, in these 

circumstances distributing disgorged funds to the U.S. Treasury is the most equitable alternative.

Administrative Costs

57. All Administrative Costs will be paid from the Fair Fund, in accordance with the 

Commission’s Rules. 

Accountings

58. When all funds have been disbursed, except for the Residual described in 

paragraph 55 of the Plan, the Fund Administrator will submit a final accounting pursuant to Rule 

1105(f) of the Commission’s Rules, 17 C.F.R. § 201.1105(f), for the approval of the Commission 

prior to termination of the Fair Fund and discharge of the Fund Administrator. Since the funds 

are being held in a Commission-designated account at the U.S. Treasury and the Fund 

Administrator is a Commission employee, no interim accountings will be made.
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Termination of the Fair Fund

59. The Fair Fund will be eligible for termination and the Fund Administrator will be 

eligible for discharge after all of the following have occurred (a) a final accounting, in a standard 

accounting format provided by the Commission staff, has been submitted by the Fund 

Administrator and approved by the Commission; and (b) all Administrative Costs have been 

paid. Once the Commission has approved the final accounting, the Commission staff will seek 

an order from the Commission authorizing: (a) the transfer of any Residual remaining in the Fair 

Fund that is infeasible to return to investors, and any amounts returned to it in the future that are 

infeasible to return to investors, to the general fund of the U.S. Treasury, subject to Section 

21F(g)(3) of the Exchange Act; (b) discharge of the Fund Administrator; and (c) termination of 

the Fair Fund.
1

Exhibit A1

PLAN OF ALLOCATION

This Plan of Allocation is designed to compensate investors for harm suffered in 

connection with their investments between January 2015 through January 2016 in a series of 

funds (the “Securities”)2 managed by MVP that offered interests to investors by series, with each 

series investing in a single pre-initial public offering company. Investors who did not invest in one 

of the Securities during the Relevant Period were not harmed by MVP’s misconduct and are 

ineligible to recover under this Plan. Based upon records obtained by the Commission during its 

investigation, the Fund Administrator, in consultation with Commission staff economists who 

performed the calculations described below, has identified those investors, or their lawful 

successors, to whom MVP failed to adequately disclose its conflicts of interest and who, 

therefore, may have suffered a loss in connection with investments in the Securities during the 

Relevant Period (the “Preliminary Claimants”). 

The Net Available Fair Fund will be distributed in a pro-rata fashion from the 

disgorgement amount attributable to each of the three Securities, along with Reasonable Interest.

For each of the three securities, the Fund Administrator will calculate each Preliminary 

Claimant’s loss (“Recognized Loss”) as follows: 

1. Pro Rata Share: The Fund Administrator shall determine each Preliminary 

Claimant’s Pro Rata Share as the ratio of the Preliminary Claimant’s Investment Amount in the 

Security to the sum of the Investment Amounts of all Preliminary Claimants in the Security.

2. Recognized Loss. The Fund Administrator shall determine each Preliminary 

Claimant’s Recognized Loss as the Preliminary Claimant’s Pro Rata Share multiplied by the 

disgorgement amount allocated to the corresponding Security. The disgorgement amount for

each of the three Securities is as follows:

a. MVP Opportunity Fund I, Series D-2: $95,863.20

b. MVP Opportunity Fund II, Series EE-1: $30,255.68

c. MVP Opportunity Fund II, Series EE-2: $23,940.00

If the Recognized Loss calculates to a gain, then the Recognized Loss will be $0.00.

To avoid payment of a windfall, the Recognized Loss will be reduced by the amount of 

any compensation for the loss that resulted from the conduct described in the Order that was 

received from another source (e.g., class action settlement), to the extent known by the Fund 

Administrator.

 

1

 All capitalized terms used herein but not defined shall have the same meanings ascribed to them in the Plan.

2

 MVP Opportunity Fund I, Series D-2; MVP Opportunity Fund II, Series EE-1; and MVP Opportunity Fund II, 

Series EE-2.
2

Any Preliminary Claimant who suffered a Recognized Loss pursuant to this Plan of 

Allocation, and who is not an Excluded Party or an Unresponsive Preliminary Claimant, as 

defined in the Plan, will be deemed an Eligible Claimant.

Additional Provisions

Allocation of Funds: If the Net Available Fair Fund as defined in the Plan is equal to or 

exceeds the sum of Recognized Losses of all Eligible Claimants, each Eligible Claimant’s 

distribution amount will equal his, her or its Recognized Loss, plus “Reasonable Interest” if 

applicable. If the Net Available Fair Fund is less than the sum of the Recognized Losses of all 

Eligible Claimants, each Eligible Claimant’s distribution amount will equal his, her or its “Pro 

Rata Share” of the Net Available Fair Fund. In either case, the distribution amount will be 

subject to the “Minimum Distribution Amount.”

Reasonable Interest: The Fund Administrator, in consultation with the Commission staff, 

may include interest in the distribution amount to compensate Eligible Claimants for the time 

value of their respective Recognized Losses. Reasonable Interest will be calculated using the 

Short-term Applicable Federal Rate plus three percent (3%), compounded quarterly from the end 

of the Relevant Period through the approximate date of the disbursement of the funds. If there 

are insufficient funds to pay Reasonable Interest in full to all Eligible Claimants, each Eligible 

Claimant will receive his, her or its Pro Rata Share of the excess funds as the Reasonable 

Interest amount.

Minimum Distribution Amount: The Minimum Distribution Amount will be $10.00 

(inclusive of Reasonable Interest). If an Eligible Claimant’s distribution amount is less than the 

Minimum Distribution Amount, that Eligible Claimant will be deemed ineligible to receive a 

Distribution Payment and his, her or its distribution amount will be reallocated on a pro rata

basis to Eligible Claimants whose distribution amounts are greater than or equal to the Minimum 

Distribution Amount. 

Payee: An Eligible Claimant whose distribution amount equals or exceeds the Minimum 

Distribution Amount will be deemed a Payee and receive a Distribution Payment equal to his, 

her, or its distribution amount. In no event will a Payee receive from the Net Available Fair 

Fund more than his, her, or its Recognized Loss, plus Reasonable Interest.