Case BLS Doc 14 Filed 05/14/14 Page 1 of 9 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE : : : : : : : :

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1 Case BLS Doc 14 Filed 05/14/14 Page 1 of 9 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 EMPLOY AND RETAIN RICHARDS, LAYTON & FINGER, P.A. AS COUNSEL TO THE FUND NUNC PRO TUNC TO THE PETITION DATE The above-captioned debtor (the Fund ) files this application (the Application ) for entry of an order, substantially in the form attached hereto as Exhibit A (the Proposed Order ), authorizing the Fund to employ and retain Richards, Layton & Finger, P.A. ( RL&F ) as its bankruptcy counsel nunc pro tunc to May 13, 2014 (the Petition Date ), pursuant to section 327(a) of title 11 of the United States Code (the Bankruptcy Code ), Rule 2014 of the Federal Rules of Bankruptcy Procedure (the Bankruptcy Rules ), 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 ). In support of this Application, the Fund respectfully states as follows JURISDICTION 1. This Court has jurisdiction to consider this matter pursuant to 28 U.S.C. 157 and This is a core proceeding pursuant to 28 U.S.C. 157(b). Venue for this matter is proper in this district pursuant to 28 U.S.C The Debtor s federal tax identification number is The Debtor s mailing address is c/o MAA, LLC, 55 West Monroe Street, Suite 2500, Chicago, IL

2 Case BLS Doc 14 Filed 05/14/14 Page 2 of 9 BACKGROUND 2. On the Petition Date, the Fund commenced this case under Chapter 11 of the Bankruptcy Code (the Chapter 11 Case ). 3. This Chapter 11 Case has been filed to facilitate returning millions of dollars to equity holders who have been waiting 8 years for a recovery while the Fund s assets were frozen. There are no known creditors. On the Petition Date, the Fund filed a plan, which will pay any unknown creditors and return the rest of the estate s cash (and cash to be received) to the equity holders, ending their long wait. 4. Additional information regarding the Fund s business and the background relating to events leading up to the Chapter 11 Case can be found in Affidavit of Daniel F. Dooley (the Dooley Affidavit ) [Docket No. 3], filed with the Court on the Petition Date and fully incorporated herein by reference. No trustee or examiner has been requested in this Chapter 11 Case and no committees have yet been appointed. RELIEF REQUESTED 5. The Fund is seeking to employ and retain RL&F nunc pro tunc to the Petition Date to represent it as its counsel in connection with the Fund s chapter 11 filings and prosecution of the Fund s bankruptcy case. Accordingly, the Fund respectfully requests that the Court enter the Proposed Order authorizing it to employ and retain RL&F as its attorneys under an evergreen retainer nunc pro tunc to the Petition Date and as further described in the affidavit of Russell C. Silberglied, a director at RL&F (the Silberglied Affidavit ), attached hereto as Exhibit B. A. Services to be Provided 6. The Fund requires RL&F to render a variety of legal services during the Chapter 11 Case and to assist the Fund in addressing the myriad of issues that may arise in the Chapter 2

3 Case BLS Doc 14 Filed 05/14/14 Page 3 of 9 11 Case. Subject to further order of the Court, the Fund requests the employment and retention of RL&F to render the following professional services, if applicable a) to prepare all necessary petitions, motions, applications, orders, reports, and papers necessary to commence the Chapter 11 Case; b) to advise the Fund of its rights, powers and duties under chapter 11 of the Bankruptcy Code; c) to prepare on behalf of the Fund all motions, applications, answers, orders, reports, and papers in connection with the administration of the Fund s estate; d) to take action to protect and preserve the Fund s estate, including the prosecution of actions on the Fund s behalf, the defense of actions commenced against the Fund in the Chapter 11 Case, the negotiation of disputes in which the Fund is involved, and the preparation of objections to claims filed against the Fund; e) to assist the Fund with the sale of any of its assets pursuant to section 363 of the Bankruptcy Code; f) to prepare or assist with the Fund s disclosure statement and any related motions, pleadings, or other documents necessary to solicit votes on the Fund s plan of reorganization; g) to prepare or assist with the Fund s plan of reorganization; h) to prosecute on behalf of the Fund, any proposed Chapter 11 plan and seeking approval of all transactions contemplated therein and in any amendments thereto; and i) to perform all other necessary legal services in connection with the Chapter 11 Case. BASIS FOR RELIEF 7. Under section 327(a) of the Bankruptcy Code, a debtor in possession with the court s approval, may employ one or more attorneys... that do not hold or represent an interest adverse to the estate, and that are disinterested persons, to represent or assist the [debtor in possession] in carrying out [its] duties under this title. 11 U.S.C. 327(a). Such employment may be based on any reasonable terms and conditions of employment, including on a retainer, 3

4 Case BLS Doc 14 Filed 05/14/14 Page 4 of 9 on an hourly basis, on a fixed percentage fee basis, or on a contingent fee basis. 11 U.S.C 328(a). 8. The Fund believes that RL&F is well qualified to represent it in the Fund s bankruptcy case in an efficient and timely manner. The Fund has selected RL&F as its counsel because of the firm s institutional knowledge gained as counsel to the MAA, LLC (the Liquidating Trustee ) in the Delaware Court of Chancery since the Liquidating Trustee was appointed in Cf. Dooley Aff. 15. RL&F was retained by the Liquidating Trustee pursuant to an engagement agreement dated September 13, Prior to the Petition Date, on February 20, 2014, RL&F resigned as counsel to the Liquidating Trustee and was retained by the Fund to be its bankruptcy counsel in this Chapter 11 Case. The Fund and the Liquidating Trustee both strongly believe that there is no conflict between these engagements, and in fact that the engagements are entirely consistent and only of technical distinction. Indeed, RL&F s role as counsel to the Liquidating Trustee in the Chancery Court case was equivalent to the role as counsel to the Fund, because at all times since the appointment of the Liquidating Trustee, the Fund only acted by and through the Liquidating Trustee. Indeed, the whole point of the Chancery Court case was to assure that the Fund, which was in dissolution due to the resignation of its general partner, would not become a rudderless ship. See Dooley Aff The Liquidating Trustee, rather than the Fund itself, retained RL&F for representation in the Delaware Court of Chancery because the Delaware Court of Chancery required the Liquidating Trustee to make certain filings concerning the Fund. The Fund believes that the interests of the Liquidating Trustee were not only aligned, but were identical, to the Fund because neither the Fund nor the Liquidating Trustee could act without the other party, and neither had any interests separate and apart from the other. Notwithstanding the foregoing, in 4

5 Case BLS Doc 14 Filed 05/14/14 Page 5 of 9 the unlikely event that anyone considers the issue to be a conflict, MAA granted a waiver in connection with RL&F s engagement letter in this case. 9. The Fund also chose RL&F because of the firm s extensive experience and knowledge in the field of debtors and creditors rights, business reorganizations and liquidations under chapter 11 of the Bankruptcy Code, its expertise, experience, and knowledge in practicing before this Court, its proximity to the Court, and its ability to respond quickly to emergency hearings and other emergency matters. RL&F s services will enable the Fund to execute faithfully its duties in this Chapter 11 Case. To that end, RL&F has stated its desire and willingness to act in this Chapter 11 Case and to render the necessary professional services as counsel to the Debtor. 10. By separate application, the Fund is also seeking to employ the law firms of (a) Alston and Bird ( Alston ) to represent the Fund as its co-counsel in connection with the Chapter 11 Case and (b) Maples and Calder ( Maples and Calder ) to act as its Cayman Islands counsel. The Fund and the firms have discussed a division of responsibilities with RL&F, Alston and Maples and Calder and intend to monitor carefully these and any other retained legal professionals to insure a clear delineation of their respective duties and roles so as to prevent duplication of effort. The Fund recognizes that efficient coordination of efforts among the Fund s legal professionals, and between such legal professionals and its other professionals, will greatly add to the effective administration of the Chapter 11 Case. A. Professional Compensation (i) Professional Fees 11. RL&F intends to apply to the Court for allowance of compensation and reimbursement of expenses in accordance with applicable provisions of the Bankruptcy Code, the Bankruptcy Rules, the Local Rules, and any applicable orders of this Court. Subject to 5

6 Case BLS Doc 14 Filed 05/14/14 Page 6 of 9 those provisions, the Fund requests to pay RL&F its customary hourly rates in effect from time to time as set forth in the Silberglied Affidavit. The Fund submits that these rates are reasonable. 12. The principal professionals and paraprofessionals designated to represent the Fund and their current standard hourly rates are as follows a) Russell C. Silberglied $700 per hour b) Paul N. Heath $625 per hour c) Amanda R. Steele $390 per hour d) Shawna C. Bray $250 per hour e) Lindsey A. Edinger $225 per hour 13. RL&F s hourly rates are set at a level designed to compensate RL&F fairly for the work of its attorneys and paralegals and to cover fixed and routine expenses. Hourly rates vary with the experience and seniority of the individuals assigned. These hourly rates are subject to periodic adjustments to reflect economic and other conditions (which adjustments will be reflected in the first RL&F fee application following such adjustments) and are consistent with the rates charged elsewhere. 14. As of the Petition Date, RL&F had received the amounts set forth in the Silberglied Affidavit as compensation for professional services performed, as well as the additional amounts for the reimbursement of reasonable and necessary expenses incurred in connection therewith. Prior to the Petition Date, the Fund paid RL&F a total retainer of $186, (the Retainer ) in connection with and in contemplation of the Fund s Chapter 11 Case. The Fund proposes that the retainer monies paid to RL&F and not expended for prepetition services and disbursements be treated as an evergreen retainer to be held by RL&F 6

7 Case BLS Doc 14 Filed 05/14/14 Page 7 of 9 as security throughout the Chapter 11 Case until RL&F s fees and expenses are awarded by final order and payable to RL&F. 15. RL&F 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 ). Moreover, RL&F and the Fund are sophisticated business entities that have negotiated the Retainer at arm s length. Accordingly, approval of the proposed evergreen retainer is thus warranted under the standards articulated in Insilco. Id. In addition, it should be noted that the Petition here recites that the Fund believes there are no creditors and the plan that has been proposed confirms that any remaining creditors will be paid in full. 16. Other than as set forth in the Silberglied Affidavit, no arrangement is proposed between the Fund and RL&F for compensation to be paid in the Chapter 11 Case. RL&F has informed the Fund that, except for sharing arrangements among the partners of RL&F, it has no agreement with any other entity to share any compensation received, nor will any be made, except as permitted under Bankruptcy Code Section 504(b)(1). (ii) Expenses 17. It is RL&F s policy to charge its clients in all areas of practice for all other expenses incurred in connection with the client s case. The expenses charged to clients include, among other things, long-distance telephone charges, regular mail and express mail charges, special or hand delivery charges, document processing charges, printing/photocopying charges, travel expenses, expenses for working meals, computerized research charges, and transcription costs, as well as non-ordinary overhead expenses such as secretarial and other 7

8 Case BLS Doc 14 Filed 05/14/14 Page 8 of 9 overtime. RL&F will charge the Fund for these expenses in a manner and at rates consistent with charges made generally to RL&F s other clients or as previously fixed by this Court. RL&F believes that it is fair to charge these expenses to the clients incurring them instead of increasing hourly rates and spreading these expenses among all clients. B. Disinterestedness 18. To the best of the Fund s knowledge and as disclosed herein and in the Silberglied Affidavit (a) RL&F is a disinterested person under section 101(14) of the Bankruptcy Code; (b) RL&F does not hold or represent an interest adverse to the Fund s estate; and (c) RL&F s directors and associates have no connection to the Fund, its creditors, or its related parties except as may be disclosed in the Silberglied Affidavit. C. Rule As set forth in the Silberglied Affidavit, no director or associate of RL&F is a relative of, or has been so connected with, any United States Bankruptcy Judge for the District of Delaware, any of the District Court Judges for the District of Delaware who handle bankruptcy cases, the United States Trustee for Region 3, the Assistant United States Trustee for the District of Delaware, the attorney for the United States Trustee assigned to the Chapter 11 Case or any other employee of the Office of the United States Trustee. Accordingly, the appointment of RL&F is not prohibited by Bankruptcy Rule NOTICE 20. Notice of this Application has been given to the following parties or to their counsel (i) the United States Trustee, (ii) those parties requesting notice in these cases pursuant to Bankruptcy Rule 2002, and (iii) the Internal Revenue Service. In light of the nature of the relief requested, the Fund respectfully submits that no further notice is necessary. 8

9 Case BLS Doc 14 Filed 05/14/14 Page 9 of 9 NO PRIOR REQUEST 21. 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 A, 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 9

10 Case BLS Doc 14-1 Filed 05/14/14 Page 1 of 3 Exhibit A Proposed Order

11 Case BLS Doc 14-1 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 FUND TO EMPLOY AND RETAIN RICHARDS, LAYTON & FINGER, P.A. AS COUNSEL TO THE FUND NUNC PRO TUNC TO THE PETITION DATE This matter coming before the Court on the Application to Employ and Retain Richards, Layton & Finger, P.A. as Counsel to the Fund Nunc Pro Tunc to the Petition Date (the Application ) 2 ; the Court having reviewed the Application; the Court finding that (a) it has jurisdiction over this matter pursuant to 28 U.S.C. 157 and 1334, (b) this is a core matter pursuant to 28 U.S.C. 157(b)(2)(A), and (c) notice of the Application was sufficient under the circumstances; the Court having considered the Affidavit of Russell C. Silberglied (the Silberglied Affidavit ); the Court having determined that the legal and factual bases set forth in the Application and the Silberglied Affidavit establish just cause for the relief granted herein; and after due deliberation and sufficient cause appearing therefor, IT IS HEREBY ORDERED THAT 1. The Application is GRANTED, as set forth herein. 1 2 The Debtor s federal tax identification number is The Debtor s mailing address is c/o MAA, LLC, 55 West Monroe Street, Suite 2500, Chicago, IL Capitalized terms not otherwise defined herein have the meaning ascribed to them in the Application.

12 Case BLS Doc 14-1 Filed 05/14/14 Page 3 of 3 2. Pursuant to section 327(a) of the Bankruptcy Code, the Fund is authorized to retain and employ RL&F as its counsel, in accordance with the terms and conditions set forth in the Application, effective nunc pro tunc to the Petition Date. 3. RL&F shall be compensated in accordance with the procedures set forth in sections 330 and 331 of the Bankruptcy Code, the Bankruptcy Rules, the Local Rules and any other such procedures as may be fixed by order of this Court. 4. The Retainer shall be treated as an evergreen retainer and shall be held by RL&F as security throughout the Fund s bankruptcy case until RL&F s fees and expenses are awarded and payable to RL&F on a final basis. 5. The terms and conditions of this order shall be immediately effective and enforceable upon its entry. 6. The Fund is authorized to take all actions necessary to effectuate the relief granted pursuant to this Order in accordance with the Application. 7. The Court shall retain jurisdiction over any and all issues arising from or related to the implementation and interpretation of this Order. Dated, 2014 Wilmington, Delaware THE HONORABLE BRENDAN L. SHANNON UNITED STATES BANKRUPTCY JUDGE 2

13 Case BLS Doc 14-2 Filed 05/14/14 Page 1 of 15 Exhibit B Silberglied Affidavit

14 Case BLS Doc 14-2 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) ORDER AUTHORIZING THE FUND TO EMPLOY AND RETAIN RICHARDS, LAYTON & FINGER, P.A. AS COUNSEL TO THE FUND NUNC PRO TUNC TO THE PETITION DATE This matter coming before the Court on the Application to Employ and Retain Richards, Layton & Finger, P.A. as Counsel to the Fund Nunc Pro Tunc to the Petition Date (the Application ) 2 ; the Court having reviewed the Application; the Court finding that (a) it has jurisdiction over this matter pursuant to 28 U.S.C. 157 and 1334, (b) this is a core matter pursuant to 28 U.S.C. 157(b)(2)(A), and (c) notice of the Application was sufficient under the circumstances; the Court having considered the Affidavit of Russell C. Silberglied (the Silberglied Affidavit ); the Court having determined that the legal and factual bases set forth in the Application and the Silberglied Affidavit establish just cause for the relief granted herein; and after due deliberation and sufficient cause appearing therefor, IT IS HEREBY ORDERED THAT 1. The Application is GRANTED, as set forth herein. 1 2 The Debtor s federal tax identification number is The Debtor s mailing address is c/o MAA, LLC, 55 West Monroe Street, Suite 2500, Chicago, IL Capitalized terms not otherwise defined herein have the meaning ascribed to them in the Application.

15 Case BLS Doc 14-2 Filed 05/14/14 Page 3 of 15 otherwise stated in this affidavit, I have personal knowledge of the facts hereinafter set forth. To the extent that any information disclosed herein requires amendment or modification upon RL&F s completion of further analysis, or as additional creditor information becomes available to it, a supplemental affidavit will be submitted to the Court. 3. Subject to approval of this Court and in compliance with the applicable provisions of the Bankruptcy Code, the Bankruptcy Rules, and the Local Rules, RL&F intends to apply for compensation for professional services rendered in connection with the Debtor s bankruptcy case, plus reimbursement of actual, necessary expenses, and other charges incurred by RL&F during the Fund s bankruptcy case. 4. The principal professionals and paraprofessionals designated to represent the Fund and their current standard hourly rates are as follows a) Russell C. Silberglied $700 per hour b) Paul N. Heath $625 per hour c) Amanda R. Steele $390 per hour d) Shawna C. Bray $250 per hour e) Lindsey A. Edinger $225 per hour 5. RL&F s hourly rates are set at a level designed to compensate RL&F fairly for the work of its attorneys and paralegals and to cover fixed and routine expenses. Hourly rates vary with the experience and seniority of the individuals assigned. These hourly rates are subject to periodic adjustments to reflect economic and other conditions (which adjustments will be reflected in the first RL&F fee application following such adjustments) and are consistent with the rates charged elsewhere. 6. It is RL&F s policy to charge its clients in all areas of practice for all other expenses incurred in connection with the client s case. The expenses charged to clients include, 2

16 Case BLS Doc 14-2 Filed 05/14/14 Page 4 of 15 among other things, long-distance telephone charges, regular mail and express mail charges, special or hand delivery charges, document processing charges, printing/photocopying charges, travel expenses, expenses for working meals, computerized research charges, transcription costs as well as non-ordinary overhead expenses such as secretarial and other overtime. RL&F will charge the Fund for these expenses in a manner and at rates consistent with charges made generally to RL&F s other clients or as previously fixed by this Court. RL&F believes that it is fairer to charge these expenses to the clients incurring them instead of increasing hourly rates and spreading these expenses among all clients. 7. With the exception of those entities listed on Exhibit 1 and Exhibit 2, neither I, RL&F, nor any director or associate of RL&F, insofar as I have been able to ascertain, has in the past represented the Fund s largest creditors, any significant beneficiaries of the Fund s (holding 5% or more of the beneficial interests in the Fund) or any Potential Party in Interest (as defined below). In preparing this affidavit, we used a set of procedures established by RL&F to insure compliance with the requirements of the Bankruptcy Code and the Bankruptcy Rules regarding retention of professionals by a debtor or official committee under the Bankruptcy Code. In that regard, RL&F requested and obtained from the Fund a list of the names of entities who may be parties in interest in this Chapter 11 Case, including but not limited to, the Fund s present officers and directors and parties holding equity interests in the Fund (the Potential Parties in Interest ). A true and correct copy of the list of Potential Parties in Interest is attached hereto as Exhibit RL&F maintains and systematically updates its conflict check system in the regular course of its business and it is the regular practice of RL&F to make and maintain these records. The conflict system maintained by RL&F is designed to include (i) every active matter 3

17 Case BLS Doc 14-2 Filed 05/14/14 Page 5 of 15 on which RLF is engaged, (ii) every closed matter on which RLF has been engaged since 1990, (iii) the entity by which it is now or has been engaged, (iv) the identity of related parties, (v) the identity of adverse parties and (vi) the attorney at RL&F that is knowledgeable about the matter. It is the policy of RL&F that no new matter may be accepted or opened within the firm without completing and submitting to those charged with maintaining the conflict check system the information necessary to check each such matter for conflicts, including the identity of the prospective client, the matter, and the related and adverse parties. Accordingly, the database is updated for every new matter undertaken by RL&F. The scope of the system is a function of the completeness and accuracy of the information submitted by the attorney opening a new matter. 9. RL&F has in the past represented, currently represents, and/or may in the future represent, in matters wholly unrelated to the Fund s Chapter 11 Case, certain Potential Parties in Interest (including, without limitation, those entities set forth on Exhibit 1 attached hereto who are current clients or are related-parties thereof, and those entities or related-parties thereof set forth on Exhibit 2 attached hereto who have been represented by RL&F within the last five (5) years). I do not believe that any single matter is a major engagement that would involve either the billing of fees in excess of one half of one percent (.5%) of RL&F s annual fees billed, or that, in the aggregate for any related group of entities, exceeds one percent (1%) of RL&F s annual fees billed. 10. RL&F represented MAA, LLC (the Liquidating Trustee ), the state court appointed liquidating trustee of the Fund in the Delaware Chancery Court, beginning in September 13, RL&F was retained by the Liquidating Trustee pursuant to an engagement agreement dated September 13, Prior to the Petition Date, on February 20, 4

18 Case BLS Doc 14-2 Filed 05/14/14 Page 6 of , RL&F resigned as counsel to the Liquidating Trustee and was retained by the Fund to be its bankruptcy counsel in this Chapter 11 Case. RL&F believes that there is no conflict between these engagements, and in fact that the engagements are entirely consistent and only of technical distinction. Indeed, RL&F s role as counsel to the Liquidating Trustee in the Chancery Court case was equivalent to the role as counsel to the Fund, because at all times since the appointment of the Liquidating Trustee, the Fund only acted by and through the Liquidating Trustee. The whole point of the Chancery Court case was to assure that the Fund, which was in dissolution due to the resignation of its general partner, would not become a rudderless ship. Dooley Aff The Liquidating Trustee, rather than the Fund itself retained RL&F for representation in the Delaware Court of Chancery because the Delaware Court of Chancery required the Liquidating Trustee to make certain filings with respect to the Fund. RL&F believes that the interests of the Liquidating Trustee were not only aligned, but were identical, to the Fund because neither the Fund nor the Liquidating Trustee could act without the other party, and neither had any interests separate and apart from the other. Notwithstanding the foregoing, in the unlikely event that anyone considers the issue to be a conflict, MAA granted a waiver in connection with RL&F s engagement letter in this case. 11. Further, RL&F s fees with respect to its representation of the Liquidating Trustee in the Delaware Court of Chancery have been paid, and were approved by an order of the Delaware Court of Chancery. Further, as more fully described below, RL&F has been working off a retainer since commencing its legal services in contemplation of the chapter 11 filing. 12. I do not believe there is any connection or interest (as such terms are used in section 101(14) of the Bankruptcy Code and Bankruptcy Rule 2014(a)) between RL&F and (i) the United States Trustee or any person employed by the Office of the United States Trustee or 5

19 Case BLS Doc 14-2 Filed 05/14/14 Page 7 of 15 (ii) any counsel, accountants, financial consultants and investment bankers who represent or may represent claimants or other parties in interest in the Fund s Chapter 11 Case, except as otherwise described herein. In addition, as part of its practice, RL&F appears in cases, proceedings and transactions involving many different attorneys, counsel, accountants, financial consultants, and investment bankers, some of which now or may in the future represent claimants and parties in interest in the Fund s Chapter 11 Case. RL&F has not represented and will not represent any such entities in relation to the Fund and its Chapter 11 Case, nor does RL&F have any relationship with any such entities that would be adverse to the Fund or its estate in the matters upon which RL&F is to be employed in this case. 13. Prior to the Petition Date, RL&F rendered legal services to the Fund in connection with and in contemplation of the Fund s Chapter 11 filings. RL&F received, pursuant to five wire transfers, a total retainer of $186, (the Retainer ) to cover fees and expenses actually incurred, as well as anticipated to occur prior to the commencement of the bankruptcy case. Prior to the Petition Date, RL&F drew down the Retainer for work performed and expenses incurred pursuant to RL&F s representation of the Fund. An accounting summary of payments made to RL&F and estimated amounts incurred by RL&F is attached hereto as Exhibit 4. The Fund proposes that any Retainer monies paid to RL&F and not expended for prepetition services and disbursements be treated as an evergreen retainer to be held by RL&F as security throughout the bankruptcy case until RL&F s fees and expenses are awarded by final order and are then payable to RL&F. 14. Except as set forth herein, and based upon the information available to me, neither I, RL&F, nor any director or associate thereof, insofar as I have been able to ascertain, holds or represents any interest adverse to the Fund or its estate in the matters upon which RL&F is to be 6

20 Case BLS Doc 14-2 Filed 05/14/14 Page 8 of 15 employed in this case. Based upon the information available to me, I believe that RL&F is a disinterested person as that term is defined in section 101(14) of the Bankruptcy Code, as modified by section 1107(b) of the Bankruptcy Code. 15. No promises have been received by RL&F, or by any director or associate thereof, as to compensation in connection with this case other than in accordance with the provisions of the Bankruptcy Code, the Bankruptcy Rules, and the Local Rules. RL&F has no agreement with any other entity to share with such entity any compensation received by RL&F. 16. To the best of my knowledge, no director or associate of RL&F is a relative of, or has been so connected with, any United States Bankruptcy Judge for the District of Delaware, any of the District Court Judges for the District of Delaware who handle bankruptcy cases, the United States Trustee for Region 3, the Assistant United States Trustee for the District of Delaware, the attorney for the United States Trustee for the District of Delaware assigned to the Chapter 11 Case or any other employee of the Office of the United States Trustee. Accordingly, I understand that the appointment of RL&F is not prohibited by Bankruptcy Rule [Signature Page Follows] 7

21 Case BLS Doc 14-2 Filed 05/14/14 Page 9 of 15

22 Case BLS Doc 14-2 Filed 05/14/14 Page 10 of 15 Exhibit Current Clients 2 Parties-in-Interest Refco Commodity Management, Inc. Certain affiliates of hfc Limited 1 2 Parties that are both current clients and former clients of RL&F are only listed on Exhibit 1 Current Clients. Due to the similarity of names of certain entities, RL&F was not able to determine if all entities listed herein are actually affiliates of current clients. However, out of an abundance of caution, RL&F has listed those entities which it reasonably believes may be affiliates of current clients.

23 Case BLS Doc 14-2 Filed 05/14/14 Page 11 of 15 Parties-in-Interest Richard C. Butt Exhibit 2-Former Clients

24 Case BLS Doc 14-2 Filed 05/14/14 Page 12 of 15 Exhibit 3 - Potential Parties In Interest

25 Case BLS Doc 14-2 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

26 Case BLS Doc 14-2 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

27 Case BLS Doc 14-2 Filed 05/14/14 Page 15 of 15 Exhibit 4 - Accounting Summary of Payments Date Transaction Amount Retainer Balance 12/3/13 Retainer received by Check $25, $25,000 12/23/13 Retained applied to Invoice for services rendered 11/1/13 through 11/30/13 (Invoice $3, $21, #444776, dated 12/23/13) 1/27/14 Retainer received by Check $50, $71, /27/14 Retainer applied to Invoice for services rendered 12/5/13 through 12/30/13 (Invoice $11, $60, #446542, dated 1/17/14) 2/28/14 Retainer applied to Invoice for services rendered 1/2/14 through 1/31/14 (Invoice $17, $43, #448609, dated 2/28/14) 3/28/14 Retained received by Check $11, $54, /4/14 Retainer applied to Invoice for services rendered 2/3/14 through 3/31/14 (Invoice $28, $26, #453023, dated 4/4/14) 4/21/14 Retainer received by Check $50, $76, /5/14 Retainer applied to Invoice for services rendered 3/31/14 through 5/5/2014 (Invoice $30, $45, # , dated 5/5/14) 5/12/14 Retainer applied to Invoice for services rendered 5/5/2014 through 5/11/2014 $6, $38, (Invoice #456164, dated 5/12/14) 5/13/14 Retainer received by Check $50, $88, /13/14 Application of $88, retainer held in trust to outstanding prepetition fees and expenses 1 $88, $ On May 13, 2014, RL&F transferred the full balance of its retainer from its trust account in satisfaction of estimated fees and expenses incurred prior to the Petition Date. Prior to the hearing on the Application, RL&F intends to reconcile the retainer against the actual fees and expenses incurred by RL&F and return any unused balance to its trust account. RL&F seeks authority to treat any balance returned to its trust account as postpetition evergreen retainer in accordance with the relief requested in the Application.