Without admitting or denying the Commission's findings, Morgan Stanley consented to the entry of an Order by the Commission that censures Morgan Stanley, and requires it to cease and desist from committing or causing any violations and any future violations of Section 15(c)(1)(A) of the Exchange Act. The Order also requires Morgan Stanley to pay disgorgement of $5,949,222 and prejudgment interest thereon of $507,978, and imposes a civil money penalty of $1.5 million. Morgan Stanley also will retain an independent distribution consultant to develop and implement a distribution plan for the disgorgement ordered, and will retain an independent compliance consultant to conduct a comprehensive review and provide a report on its automated retail order handling practices.