Case BLS Doc 16 Filed 05/14/14 Page 1 of 7 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE : : : : : : : :

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1 Case BLS Doc 16 Filed 05/14/14 Page 1 of 7 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re Refco Public Commodity Pool, L.P. f/k/a S&P Managed Futures Index Fund, LP, 1 Debtor. Chapter 11 Case No (BLS) APPLICATION TO RETAIN MORRISANDERSON & ASSOCIATES, LTD. AS FINANCIAL ADVISOR NUNC PRO TUNC TO THE PETITION DATE Refco Public Commodity Pool, LP (the Fund ), hereby submits this application (the Application ) for entry of an order, pursuant to sections 327(a), 328 and 1107 of title 11 of the United States Code (the Bankruptcy Code ) and rule 2014 of the Federal Rules of Bankruptcy Procedure (the Bankruptcy Rules ), authorizing the retention and employment of MorrisAnderson & Associates, Ltd. ( MorrisAnderson ) as financial advisor to the Fund nunc pro tunc to the May 13, 2014 (the Petition Date ) and granting relief under and rule of the Local Rules of Bankruptcy Practice and Procedure of the United States Bankruptcy Court for the District of Delaware (the Local Rules ). The Fund seeks to employ MorrisAnderson pursuant to the terms set forth herein. In support of this Application, the Fund relies on the Declaration of Daniel F. Dooley (the Dooley Declaration ), a copy of which is attached hereto as Exhibit A. JURISDICTION 1. This Court has jurisdiction to consider this Application pursuant to 28 U.S.C. 157 and This matter is a core proceeding pursuant to 28 U.S.C. 157(b)(2). Venue is proper before this Court pursuant to 28 U.S.C and The Fund s federal tax identification number is xx-xxx0448. The Fund s mailing address is c/o MAA, LLC, 55 West Monroe Street, Suite 2500, Chicago, IL

2 Case BLS Doc 16 Filed 05/14/14 Page 2 of 7 2. The statutory bases for the relief requested herein are sections 327(a), 328 and 1107 of the Bankruptcy Code, Bankruptcy Rule 2014 and Local Rule BACKGROUND 3. On May 13, 2014 (the Petition Date ), the Fund filed a petition under chapter 11 of the Bankruptcy Code commending this case. On the Petition Date, the Fund also filed the affidavit of Daniel F. Dooley (D.I. 3) (the Dooley Affidavit ). The Dooley Affidavit is separate and distinct from the Dooley Declaration that is exhibited to this Application. The Dooley Affidavit sets forth the background and history of the Fund, as well as the objectives of this chapter 11 case in substantial detail. The Dooley Affidavit is incorporated into this Application as if fully restated herein. The balance of the background section of this Application focuses on those facts that are relevant to the relief being sought in this Application. 4. The Fund is a Delaware limited partnership that invested substantially all of its assets in SPhinX Managed Futures Fund, SPC ( SMFF ). In 2006 SMFF, together with a number of its affiliates (the SPhinX Group ), was placed into liquidation in the Cayman Islands. The Fund s assets in the SPhinX Group have been illiquid since the SPhinX Group has been in its liquidation proceeding. For most of the time since the SPhinX Group was placed into liquidation, the Fund operated without any meaningful capital. The Fund received its first distribution (in excess of $11.5 million) in March As set forth in the Dooley Affidavit, in November 2006, MAA, LLC ( MAA ) was appointed by the Delaware Court of Chancery as liquidating trustee for the Fund. MAA was formed in 2006 for this purpose and is a wholly owned subsidiary of MorrisAnderson. At all relevant times, MAA has acted by and through present or former MorrisAnderson personnel. Until 2011, MAA was controlled by Mr. James Gallagher; since that time Mr. Dooley has controlled MAA. Mr. Dooley is both the managing member of MAA and the CEO of 2

3 Case BLS Doc 16 Filed 05/14/14 Page 3 of 7 MorrisAnderson. Mr. Dooley has been assisted by other personnel from MorrisAnderson from time to time. RELIEF REQUESTED 6. By this Application, the Fund requests that the Court enter an order pursuant to sections 327(a), 328 and 1107 of the Bankruptcy Code, Bankruptcy Rule 2014 and Local Rule authorizing the Fund to employ and retain MorrisAnderson as financial advisor to the Fund nunc pro tunc to the Petition Date. QUALIFICATIONS OF MORRISANDERSON 7. MorrisAnderson is an ideal candidate to serve financial advisor, in part because of MorrisAnderson s substantial expertise in providing financial advisory and turn around management services to companies in financial distress. In addition, prior to the Petition Date, on November 17, 2006, the Delaware Court of Chancery appointed MAA, a then newly created subsidiary of MorrisAnderson, as permanent liquidating trustee of the Fund. In that role, MAA has acted as the day-to-day fiduciary for the Fund since MorrisAnderson has provided financial and advisory services that have guided the Fund, since 2006, including, but not limited to, having its principal, Daniel F. Dooley (and prior to that, James Gallagher), appointed as manager of MAA. MorrisAnderson not only is well-qualified to perform all services contemplated by the Application, but is in fact uniquely qualified to provide these services. 8. MorrisAnderson has acted as financial advisor in both in-court and out-of-court restructurings of companies of various sizes across a wide array of industries. MorrisAnderson s clients include debtors, creditors, corporate parents, financial sponsors and indenture trustees. Of relevance to the Fund s circumstances, MorrisAnderson has considerable experience providing financial advisory services to businesses in a chapter 11 environment, and has been employed in numerous chapter 11 cases, including In re Freedom Industries, Inc., Case No

4 Case BLS Doc 16 Filed 05/14/14 Page 4 of 7 (Bankr. S.D.W.V. 2014); In re Indiana Downs Capital Corp., Case No (Bankr. D. Del. 2011); In re Swift Air, LLC, Case No (Bankr. D. Az. 2012); In re Global Axcess Corp., Case No (Bankr. D. Nev. 2013); In re Adayana, Inc., Case No (Bankr. S.D. Ind. 2013); In re Jevic Holding Corp., Case No (Bankr. D. De. 2008). 9. To the best of the Fund s knowledge, information and belief, and based upon the Dooley Declaration, MorrisAnderson does not hold an interest adverse to the Fund related to any of the matters for which MorrisAnderson is to be retained. 10. To the extent that MorrisAnderson discovers any facts during the course of its retention that could warrant additional explanation or revision of the statements made herein or in the Dooley Declaration, MorrisAnderson will supplement the information contained in the Dooley Declaration. 11. In view of MorrisAnderson s experience and institutional knowledge, the Fund s retention of MorrisAnderson is necessary to enable the Fund to execute faithfully its duties and to confront issues that may arise in the context of this Chapter 11 Case in an efficient and timely manner. The Fund believes that MorrisAnderson is well qualified to serve in the Chapter 11 Case and that the retention of MorrisAnderson is in the best interest of the Fund s estate, its investors, and parties in interest. SERVICES TO BE PROVIDED 12. Pursuant to the terms set forth herein, MorrisAnderson has agreed to act as financial advisor to the Fund. As financial advisor, MorrisAnderson will assist the Fund in implementation of the Fund s Chapter 11 Plan filed on the Petition Date and the distribution of the Fund s assets to its investors. MorrisAnderson, in its capacity as financial advisor, will advise and assist the Fund with the following services 4

5 Case BLS Doc 16 Filed 05/14/14 Page 5 of 7 (a) (b) (c) (d) (e) (f) (g) Implementing the Fund s Chapter 11 Plan of Liquidation, and as appropriate, coordination with the Fund s other advisors. Participating on the Fund s behalf in the ongoing liquidation of the SPhinX Group in the Cayman Islands, the interests in which are the Fund s primary asset. Reconciling the Fund s books and records, particularly with respect to identifying and reconciling the equity interests of investors. Assisting with financial reporting required by the Office of the United States Trustee and under the Bankruptcy Code. Advising and assisting with respect to any potential tax matters. Participating in hearings before the Bankruptcy Court and provide relevant testimony with respect to the matters described in this Application. Providing such other ancillary services as the Fund may require during the pendency of this bankruptcy case. 13. To the extent the Fund requests that MorrisAnderson perform additional services not contemplated by herein or directly related to services detailed in this Application, the Fund shall seek further application for an order of approval by the Court for any such additional services, and such application shall set forth, in additional to the additional services to be performed, the additional fees sought to be paid. TERMS OF RETENTION 14. The terms of MorrisAnderson s proposed compensation are fully set forth in this Application. In connection with its retention for pre-petition services, MorrisAnderson s fees have been approved by the Delaware Court of Chancery and paid. In addition, prior to the Petition Date, the Fund paid MorrisAnderson a total retainer of $100,000 (the Retainer ) in connection with and in contemplation of the Chapter 11 Case. The Fund proposes that the retainer monies paid to MorrisAnderson and not expended for prepetition services and disbursements be treated as an evergreen retainer to be held by MorrisAnderson as security 5

6 Case BLS Doc 16 Filed 05/14/14 Page 6 of 7 throughout the Chapter 11 Case until MorrisAnderson s fees and expenses are awarded by final order and payable to MorrisAnderson. 15. MorrisAnderson submits that an evergreen retainer is appropriate here. Evergreen retainer agreements reflect normal business terms in the marketplace. See In re Insilco Techs., Inc., 291 B.R. 628, 634 (Bankr. D. Del. 2003) ( it is not disputed that the taking of evergreen retainers is a practice now common in the marketplace... [and] the practice in this district has been engaged in since at least the early 1990s ). 16. MorrisAnderson seeks the Court s approval of its compensation and reimbursement of its actual, necessary expenses and other charges incurred by MorrisAnderson upon the filing of appropriate applications for interim and final compensation and reimbursement pursuant to sections 330 and 331 of the Bankruptcy Code, the Bankruptcy Rules, and the Local Rules of the Bankruptcy Court for the District of Delaware. 2 As compensation for the financial advisory services to be rendered, MorrisAnderson requests the following payment amounts a) Fees and Expenses Fees and expenses for services will be based on the following agreed upon hourly rates, which will be revised from time to time. Adjusted rates will be reflected in billings. The currently hourly rates are Professional Level Range Principals $450 $550 Managing Directors $350 $425 Directors and Associate Directors $275 $375 b) Expenses. MorrisAnderson will also bill the Fund for reasonable out-of-pocket expenses, use or value added tax, as applicable, and internal per-ticket charges for booking travel. 17. MorrisAnderson s hourly rates are subject to periodic adjustment from time to time in accordance with MorrisAnderson s established billing practices and procedures. MorrisAnderson will provide notice of any changes to its hourly rates within ten business days 2 As set forth above, MorrisAnderson will seek payment of the services rendered and expenses incurred from the estate. 6

7 Case BLS Doc 16 Filed 05/14/14 Page 7 of 7 thereof to the U.S. Trustee and any statutory committee appointed in this case and file such notice with this Court. 18. MorrisAnderson has agreed not to share with any person or firm the compensation to be paid for services rendered in connection with this Chapter 11 Case. NOTICE 19. Notice of this Application has been given to the following parties, or to their counsel (a) the Office of the United States Trustee for the District of Delaware; (b) all parties that have requested or that are required to receive notice pursuant to Bankruptcy Rule 2002; and (c) the Internal Revenue Service. In light of the nature of the relief requested, the Fund respectfully submits that no further notice is necessary. NO PRIOR REQUEST 20. No prior request for the relief sought in this Application has been made to this or any other court. WHEREFORE, for the reasons set forth herein, the Fund respectfully requests that the Court enter the Proposed Order, substantially in the form attached hereto as Exhibit B, granting the relief requested herein and such other and further relief the Court deems just and proper. Dated May 14, 2014 Refco Public Commodity Pool, L.P. f/k/a S&P Managed Futures Index Fund, LP By /s/ Daniel F. Dooley Daniel F. Dooley Managing Member of MAA, LLC 7

8 Case BLS Doc 16-1 Filed 05/14/14 Page 1 of 15 EXHIBIT A [DOOLEY DECLARATION]

9 Case BLS Doc 16-1 Filed 05/14/14 Page 2 of 15 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re Refco Public Commodity Pool, L.P. f/k/a S&P Managed Futures Index Fund, LP, 1 Debtor. Chapter 11 Case No (BLS) DECLARATION OF DANIEL F. DOOLEY IN SUPPORT OF APPLICATION TO RETAIN MORRISANDERSON & ASSOCIATES, LTD. AS FINANCIAL ADVISOR NUNC PRO TUNC TO THE PETITION DATE I, Daniel F. Dooley, under penalty of perjury, declare as follows 1. I am Principal and CEO of MorrisAnderson & Associates, Ltd. ( MorrisAnderson ), located at 55 West Monroe Street, Suite 2500, Chicago, IL I submit this declaration in support of the application (the Application ) of Refco Public Commodity Pool LP (the Fund ) for entry of an order pursuant to sections 327(a), 328 and 1107 of title 11 of the United States Code (the Bankruptcy Code ) and Rule 2014 of the Federal Rules of Bankruptcy Procedure (the Bankruptcy Rules ) authorizing the retention and employment of MorrisAnderson 2 as financial advisor to the Fund nunc pro tunc to the Petition Date and granting relief under Local Rule Except as otherwise noted, I have personal knowledge of the matters set forth herein. 3 Professional Qualifications 2. MorrisAnderson is a market leader in financial and operational consulting. Drawing on 30 years of deep experience across a number of industry sectors, MorrisAnderson 1 The Fund s federal tax identification number is xx-xxx0448. The Fund s mailing address is c/o MAA, LLC, 55 West Monroe Street, Suite 2500, Chicago, IL Capitalized terms not otherwise defined herein shall have the meaning ascribed in the Application. 3 Certain of the disclosures herein relate to matters within the personal knowledge of other professionals at MorrisAnderson and are based on information provided by them.

10 Case BLS Doc 16-1 Filed 05/14/14 Page 3 of 15 helps businesses find the best solution for difficult situations. MorrisAnderson has a wealth of experience in providing accounting, tax, and advisory services with chapter 11 restructuring and other distressed company circumstances, advising both debtors and creditors throughout the United States. 3. MorrisAnderson has acted as financial advisor in both in-court and out-of-court restructurings of companies of various sizes across a wide array of industries. MorrisAnderson s clients include debtors, creditors, corporate parents, financial sponsors and indenture trustees. Of relevance to the Fund s circumstances, MorrisAnderson has considerable experience providing financial advisory services to businesses in a chapter 11 environment, and has been employed in numerous chapter 11 cases In re Freedom Industries, Inc., Case No (Bankr. S.D.W.V. 2014); In re Indiana Downs Capital Corp., Case No (Bankr. D. Del. 2011); In re Swift Air, LLC, Case No (Bankr. D. Az. 2012); In re Global Axcess Corp., Case No (Bankr. D. Nev. 2013); In re Adayana, Inc., Case No (Bankr. S.D. Ind. 2013); In re Jevic Holding Corp., Case No (Bankr. D. De. 2008).. 4. MorrisAnderson is an ideal candidate to serve financial advisor, in part because of MorrisAnderson s substantial expertise in providing financial advisory and turn around management services to companies in financial distress. In addition, prior to the Petition Date, on November 17, 2006, the Delaware Court of Chancery appointed MAA, a then newly created subsidiary of MorrisAnderson, as permanent liquidating trustee of the Fund. In that role, MAA has acted as the day-to-day fiduciary for the Fund since MorrisAnderson has provided financial and advisory services that have guided the Fund, since 2006, including, but not limited to, having its principal, Daniel F. Dooley (and prior to that, James Gallagher), appointed as manager of MAA. MorrisAnderson not only is well-qualified to perform all services contemplated by the Application, but is in fact uniquely qualified to provide these services. 2

11 Case BLS Doc 16-1 Filed 05/14/14 Page 4 of MorrisAnderson will render services to the Fund as needed throughout the course of the Chapter 11 Case as described in the Application. MorrisAnderson s service as financial advisor will not duplicate the services provided to the Fund by any of the Fund s other professionals. Services to Be Provided 6. The Fund intends to retain MorrisAnderson pursuant to the terms of the Application. MorrisAnderson has agreed to act as financial advisor to the Fund. As financial advisor, MorrisAnderson will assist the Fund in implementation of its Chapter 11 Plan filed on the Petition Date and the distribution of the Fund s assets to its investors. MorrisAnderson, in its capacity as financial advisor, will advise and assist the Fund with the following services (a) (b) (c) (d) (e) (f) (g) Implementing the Fund s Chapter 11 Plan of Liquidation, and as appropriate, coordination with the Fund s other advisors. Participating on the Fund s behalf in the ongoing liquidation of the SPhinX Group in the Cayman Islands, the interests in which are the Fund s primary asset. Reconciling the Fund s books and records, particularly with respect to identifying and reconciling the equity interests of investors. Assisting with financial reporting required by the Office of the United States Trustee and under the Bankruptcy Code. Advising and assisting with respect to any potential tax matters. Participating in hearings before the Bankruptcy Court and provide relevant testimony with respect to the matters described in this Application. Providing such other ancillary services as the Fund may require during the pendency of this bankruptcy case. 7. To the extent the Fund requests that MorrisAnderson perform additional services not contemplated herein or directly related to services detailed in this Application, I understand the Fund will seek further application for an order of approval by the Court for any such 3

12 Case BLS Doc 16-1 Filed 05/14/14 Page 5 of 15 additional services, and such application shall set forth, in additional to the additional services to be performed, the additional fees sought to be paid. Professional Compensation During the Chapter 11 Case 8. The compensation structure described below is consistent with MorrisAnderson s normal and customary billing practices for engagements of this size and complexity, and reflects the difficulty of the extensive assignments MorrisAnderson expects to undertake. MorrisAnderson s rate structure in this engagement is equivalent to the hourly rates and corresponding rate structure predominantly used by MorrisAnderson for restructuring, workout, bankruptcy, insolvency, and comparable matters, as well as similar complex corporate, securities, and litigation matters whether in court or otherwise, regardless of whether a fee application is required. This rate structure reflects that restructuring and other complex matters are typically national in scope and involve great intricacy, high stakes and severe time pressures. MorrisAnderson believes that the foregoing compensation arrangement is (a) reasonable, (b) market-based and (c) merited by MorrisAnderson s extensive knowledge and experience, and its successful provision of financial advisory services to other troubled companies. 9. Pursuant to the terms and conditions of the Application, and subject to the Court s approval, MorrisAnderson intends to (a) seek compensation for the hourly services in accordance with its ordinary and customary rates in effect on the date such services are rendered, and (b) seek monthly reimbursement of actual and necessary out-of-pocket expenses and internal per ticket charges for booking travel MorrisAnderson s hourly rates are set at a level designed to fairly compensate MorrisAnderson for the work of its partners and professionals and to cover fixed and routine overhead expenses. Hourly rates vary with the experience and seniority of the individuals 4 As set forth above, MorrisAnderson will seek payment of the services rendered and expenses incurred from the Fund. 4

13 Case BLS Doc 16-1 Filed 05/14/14 Page 6 of 15 assigned. These hourly rates are subject to periodic adjustments to reflect economic and other conditions and are consistent with the rates charged elsewhere. In particular, MorrisAnderson s hourly rates for matters related to these Services range as follows Professional Level Range Principals $450 $550 Managing Directors $350 $425 Directors and Associate Directors $275 $ MorrisAnderson s hourly rates are subject to periodic adjustment from time to time in accordance with MorrisAnderson s established billing practices and procedures. MorrisAnderson will provide notice of any changes to its hourly rates within ten business days thereof to the U.S. Trustee and any statutory committee appointed in this case and file such notice with this Court. 12. It is MorrisAnderson s policy to charge its clients in all areas of practice for identifiable, non-overhead expenses incurred in connection with the representation of that particular client. It is also MorrisAnderson s policy to charge its clients only the amount actually incurred by MorrisAnderson in connection with such items. Examples of such expenses include postage, overnight mail, courier delivery, transportation, overtime expenses, computer assisted legal research, photocopying, airfare, meals and lodging. 13. MorrisAnderson has provided services in connection with the Fund s proceedings in the Delaware Court of Chancery, which fees have been approved by the Delaware Court of Chancery and paid. In addition, prior to the Petition Date, the Fund paid MorrisAnderson a total retainer of $100,000 (the Retainer ) in connection with and in contemplation of the Chapter 11 Case. Prior to the Petition Date, MorrisAnderson drew down on the Retainer for work performed and expenses incurred pursuant to MorrisAnderson s representation of the Fund. An accounting summary of payments made to MorrisAnderson and estimated amounts incurred by MorrisAnderson is attached hereto as Appendix 3. The Fund proposes that the retainer monies 5

14 Case BLS Doc 16-1 Filed 05/14/14 Page 7 of 15 paid to MorrisAnderson and not expended for prepetition services and disbursements be treated as an evergreen retainer to be held by MorrisAnderson as security throughout the Chapter 11 Case until MorrisAnderson s fees and expenses are awarded by final order and payable to MorrisAnderson. 14. MorrisAnderson intends to apply for compensation for professional services rendered and reimbursement of expenses incurred in connection with the Chapter 11 Case on an hourly basis, subject to Court approval and in compliance with applicable provisions of the Bankruptcy Code, the Bankruptcy Rules, the Local Rules, and any other applicable procedures or orders of the Court. 15. MorrisAnderson will file interim and final fee applications for the allowance of compensation for services rendered and reimbursement of expenses incurred in accordance with applicable provisions of the Bankruptcy Code, the Bankruptcy Rules, the Local Rules and any applicable orders of this Court. MorrisAnderson will keep time records, and include these records as an exhibit to each fee application, which shall set forth a description of the services rendered by each professional and the amount of time spent on each date, by each such individual in rendering services on behalf of the Fund. I believe that these time descriptions still provide the ability to review the time entries and evaluate the services provided by our professionals. MorrisAnderson s Disinterestedness 16. In connection with the preparation of this Declaration, MorrisAnderson professionals conducted a review of their contacts with the Fund and certain entities holding claims against or interests in the Fund and parties otherwise involved in the Chapter 11 Case that were reasonably known to MorrisAnderson (the Interested Parties ). A true and correct copy of the list of Interested Parties is attached hereto as Appendix 2. MorrisAnderson s review, 6

15 Case BLS Doc 16-1 Filed 05/14/14 Page 8 of 15 completed under my supervision, consisted of a query of the Interested Parties within an internal computer database containing names of individuals and entities that are present or recent former clients of MorrisAnderson. Based upon Morris Anderson s review as of this date, MorrisAnderson has determined that it does not represent any party in these proceedings with a material adverse interest with respect to the Fund. Further, MorrisAnderson otherwise has no conflicts with Interested Parties in this case. However, MorrisAnderson regularly performs work at the referral of several of the law firms involved with this case and all such work is on matters wholly unrelated to this case. A summary of such relationships that MorrisAnderson identified during this process is set forth on Appendix 1 to this Declaration. 17. MorrisAnderson confirms it is not providing and will not provide services to any of the clients that are listed on Appendix 1 that are adverse to the Fund or related to issues connected to the Fund s bankruptcy. Further, MorrisAnderson is not providing and will not provide services to the Fund that would be adverse to any of the entities listed on Appendix 1. Despite the size or significance of the relationships with the entities listed on Appendix 1, none of those relationships will compromise in any way MorrisAnderson s ability to serve as the Fund s financial advisor. 18. MorrisAnderson has provided and likely will continue to provide services unrelated to the Fund s case for the various entities shown on Appendix 1. Our assistance to these parties has been primarily related to consulting services. To the best of my knowledge, no services have been provided to these creditors or other parties in interest, which could impact their rights in the Chapter 11 Case, nor does MorrisAnderson s involvement in the Chapter 11 Case compromise its ability to continue such consulting services. 19. Further, as part of its diverse practice, MorrisAnderson appears in numerous cases, proceedings and transactions that involve many different professionals, including 7

16 Case BLS Doc 16-1 Filed 05/14/14 Page 9 of 15 attorneys, accountants and financial consultants, who may represent parties-in-interest in the Chapter 11 Case. In addition, MorrisAnderson has performed in the past, and may perform in the future consulting services for various attorneys and law firms in the legal community, and has been represented by several attorneys and law firms in the legal community, some of whom may be involved in the Chapter 11 Case. In addition, MorrisAnderson has in the past, may currently and will likely in the future be working with or against other professionals involved in this case in matters unrelated to the Fund and the Chapter 11 Case. Based on our current knowledge of the professionals involved, and to the best of my knowledge, none of these business relationships create interests materially adverse to the Fund herein in matters upon which MorrisAnderson is to be employed, and none are in connection with this case. 20. Despite the efforts described above to identify and disclose MorrisAnderson s connections with Interested Parties, MorrisAnderson is unable to state with certainty that every client relationship or other connection has been disclosed. In this regard, if MorrisAnderson discovers additional information that requires disclosure, MorrisAnderson will file a supplemental disclosure with the Court as promptly as possible. 21. MorrisAnderson does not believe it is a creditor with respect to fees and expenses of the Fund within the meaning of 101(10) of the Bankruptcy Code. 22. Further, to the best of my knowledge, MorrisAndeson does not have any connection to the Fund s attorneys, the United States Trustee for the District of Delaware, or any judge in the United States Bankruptcy Court for the District of Delaware. 23. In addition, to the best of my knowledge and based upon the results of the relationship search described above and disclosed herein, MorrisAnderson neither holds nor represents any interest adverse to the Fund within the meaning of section 327(a) of the Bankruptcy Code. 8

17 Case BLS Doc 16-1 Filed 05/14/14 Page 10 of It is MorrisAnderson s policy and intent to update and expand its ongoing relationship search for additional parties in interest in an expedient manner. If any new material facts or relationships are discovered or arise, MorrisAnderson will promptly file a supplemental declaration pursuant to Bankruptcy Rule 2014(a). Pursuant to 28 U.S.C. 1746, I declare under penalty of perjury that the foregoing is true and correct. Date May 14, 2014 /s/ Daniel F. Dooley Daniel F. Dooley Principal and CEO MorrisAnderson & Associates, Ltd. 9

18 Case BLS Doc 16-1 Filed 05/14/14 Page 11 of 15 APPENDIX 1 TO DECLARATION OF DANIEL F. DOOLEY In addition to the work performed for the Fund, MorrisAnderson (a) currently performs or has previously performed services as described in the Dooley Declaration in matters unrelated to the Chapter 11 Case, to the individuals or entities disclosed in this Appendix 1; or (b) has other relationships with such entities, such as banking relationships. Out of an abundance of caution, where it is unclear whether a party in interest is the same entity or affiliated with an entity that is or was represented by MorrisAnderson, such parties in interest are listed below. RELATIONSHIPS KNOWN AS OF MAY 14, 2014 None

19 Case BLS Doc 16-1 Filed 05/14/14 Page 12 of 15 Appendix 2 Interested Parties

20 Case BLS Doc 16-1 Filed 05/14/14 Page 13 of 15 EMPLOYEE IN THE OFFICE OF THE U.S. TRUSTEE (DE) Buchbinder, David DeAngelis, Roberta A. Dortch, Shakima L. Giordano, Diane Green, Christine Hackman, Benjamin Heck, Jeffrey Kenney, Mark Leamy, Jane Murray, Tony O'Malley, James R. O'Neal, Lauren Panacio, Michael Patton, Tiiara Sarkessian, Juliet Schepacarter, Richard Tinker, T. Patrick Vinson, Ramona West, Michael Wynn, Dion CLIENT Refco Public Commodity Pool, LP JUDGE OF THE BANKRUPTCY COURT (DE) Carey, Kevin J. Fitzgerald, Judith K. Gross, Kevin Shannon, Brendan L. Sontchi, Christopher S. Walrath, Mary F. Walsh, Peter J. NON-ADVERSE Butt, Richard C. Contrarian Capital hfc Limited MAA, LLC Plus Funds Group, Inc. PlusFunds Group, Inc. Refco Fund Holdings, LLC Refco Inc. S&P Managed Futures Index Fund, LP SPhinX Managed Futures Fund SPC RLF v.1

21 Case BLS Doc 16-1 Filed 05/14/14 Page 14 of 15 ADVERSE Krys, Kenneth M. SPhinx Group PROFESSIONALS Alston & Bird, LLP Maples and Calder Morris Anderson & Associates, Ltd. 2 RLF v.1

22 Case BLS Doc 16-1 Filed 05/14/14 Page 15 of 15 Appendix 3 Accounting Summary of Payments Date Transaction Amount Retainer Balance 3/31/14 Funds received $75, $0.00 applied by MA to open invoices 4/14/14 Funds received $126, $100, applied by MA to open invoices and for retainer 4/25/14 Funds received $6, $100, applied by MA to open invoices 5/7/14 Funds received $10, $100, applied by MA to open invoices 5/12/14 Funds received $7, $100, applied by MA to open invoices

23 Case BLS Doc 16-2 Filed 05/14/14 Page 1 of 3 EXHIBIT B [ORDER]

24 Case BLS Doc 16-2 Filed 05/14/14 Page 2 of 3 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re Refco Public Commodity Pool, L.P. f/k/a S&P Managed Futures Index Fund, LP, 1 Debtor. Chapter 11 Case No (BLS) ORDER AUTHORIZING THE RETENTION OF MORRISANDERSON & ASSOCIATES, LTD. AS FINANCIAL ADVISOR NUNC PRO TUNC TO THE PETITION DATE Upon consideration of the Application 2 of Refco Public Commodity Pool LP (the Fund ), for entry of an Order pursuant to sections 327(a), 328 and 1107 of title 11 of the United States Code (the Bankruptcy Code ) and Rule 2014 of the Federal Rules of Bankruptcy Procedures (the Bankruptcy Rules ) authorizing the retention and employment of MorrisAnderson & Associates, Ltd. ( MorrisAnderson ) as financial advisor to the Fund nunc pro tunc to the Petition Date and granting relief under and Rule of the Local Rules of the Bankruptcy Practice and Procedure of the United States Bankruptcy Court for the District of Delaware (the Local Rules ); and upon consideration of the Dooley Declaration; and the Court being satisfied that MorrisAnderson represents no interest adverse to the Fund in the matters with respect to which MorrisAnderson is to be employed; and notice of the Application being sufficient; and sufficient cause appearing therefor; IT IS HEREBY ORDERED THAT 1. The Application is APPROVED. 1 The Fund s federal tax identification number is xx-xxx0448. The Fund s mailing address is c/o MAA, LLC, 55 West Monroe Street, Suite 2500, Chicago, IL Capitalized terms not otherwise defined herein shall have the meaning ascribed in the Application.

25 Case BLS Doc 16-2 Filed 05/14/14 Page 3 of 3 2. Pursuant to sections 327(a), 328 and 1107 of the Bankruptcy Code, Bankruptcy Rule 2014 and Local Rule , the Fund is authorized to employ and retain MorrisAnderson nunc pro tunc to the Petition Date to serve as the Fund s financial advisor in this Chapter 11 Case. 3. MorrisAnderson shall be compensated in accordance with the procedures set forth in Sections 330 and 331 of the Bankruptcy Code, the applicable Federal Rules of Bankruptcy Procedure, the rules of this Court, and such other procedures as may be fixed by order of this Court. 4. This Court shall retain jurisdiction with respect to all matters arising from or related to the implementation of this Order. Dated, 2014 Wilmington, Delaware THE HONORABLE BRENDAN L. SHANNON UNITED STATES BANKRUPTCY JUDGE 2