Attorneys for Gil A. Miller, Receiver for Management...

David K. Broadbent, #0442 Doyle S. Byers, #11440 Nathan Archibald, #14855 HOLLAND & HART LLP 222 S. Main Street, Suite 2200 Salt Lake City, UT 84101 Telephone: 801-799-5800 Fax: 801-799-5700 Attorneys for Gil A. Miller, Receiver for Management Solutions Inc., Wendell A. Jacobson and Allen R. Jacobson

IN THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF UTAH, CENTRAL DIVISION

SECURITIES AND EXCHANGE COMMISSION, Plaintiff, vs. MANAGEMENT SOLUTIONS, INC., a Texas corporation; WENDELL JACOBSON; and ALLEN R. JACOBSEN, Defendants.

SIXTH APPLICATION FOR INTERIM COMPENSATION AND

REIMBURSEMENT OF EXPENSES OF ROCKY MOUNTAIN ADVISORY

(APRIL – JUNE 2015)

Civil Action No. 2:11-cv-01165

Judge Bruce S. Jenkins

Gil A. Miller, (the “Receiver”) for Defendants Management Solutions, Inc. (“MSI”),

Wendell A. Jacobson, Allen R. Jacobson, and related entities, by and through counsel, submits

this Sixth Application for Interim Compensation and Reimbursement of Expenses of Rocky

Mountain Advisory (the “Fee Application”) and requests an Order approving payment of the fees

and expenses of Rocky Mountain Advisory (“RMA”) incurred from April 1, 2015 through June

Case 2:11-cv-01165-BSJ Document 2796 Filed 08/12/15 of 5

2

30, 2015 (the “Application Period”), including any amounts withheld thus far. In support hereof,

the Receiver represents as follows:

1. On December 15, 2011, this Court entered the Order Appointing Receiver,

Freezing Assets and Other Relief (ECF No. 4), appointing John A. Beckstead (now the “Former

Receiver,”) as the receiver for MSI, individuals and related entities. See also Amended Order

(ECF No. 15), collectively, the “Appointment Order.” On April 15, 2014, Receiver Gil A. Miller

was substituted for the Former Receiver. (ECF No. 1813).

2. Section XIV of the Appointment Order provides that the Receiver, and personnel

he retains to assist him in carrying out his duties and responsibilities, are entitled to reasonable

compensation and expense reimbursement from the receivership estate (Appointment Order at ¶

60). Section XIV (Id. at ¶¶ 61–64). The Fee Procedure Order (ECF No. 1986) provides the

requirements for making application for such compensation and reimbursement. On March 12,

2014 this court authorized RMA to be engaged as accountants for the Receivership Estate. (ECF

No. 1640). RMA were engaged as a lower cost alternative to accounting firm Deloitte who were

previously appointed as Receivership accountants.

3. RMA worked on a wide variety of tasks during the Application Period, which are

itemized and detailed in the invoices that accompany this Fee Application as Exhibits A, B and

C, respectively. Copies of these invoices have previously been submitted to the Securities and

Exchange Commission (“SEC”) and filed with the Court.

4. RMA has agreed, subject to Court approval, that RMA professionals will bill at a

hourly rates between of $185.00 – $255.00, depending on experience. The following table is a


3

summary of the interim fees and expenses paid (and unpaid) to RMA during the Application

Period:

Month Total Fees Requested

Fees Paid Fees

Unpaid Expenses Requested

Expenses Paid

Total Fees and

Expenses Paid

April $110,763.00 $88,610.40 $22,152.60 $1,698.56 $1,698.56 $90,308.96

May $58,062.00 $46,449.60 $11,612.40 $503.55 $ 503.55 $46,953.15

June $93,024.00 $74,419.20 $18,604.80 $598.72 $ 598.72 $75,017.92

Total $261,849.00 $209,479.20 $52,369.80 $2,800.83 $2,800.83 $212,280.03

5. The difference between the fees requested and the fees paid during the

Application Period is $52,369.80.

6. By this Fee Application, the Receiver requests that the Court enter an Order

approving payment by the estate to RMA of 100% of their fees and expenses incurred during the

Application Period, including $212,280.03 that has already been paid, and $52,369.80 withheld

thus far.

7. As of today’s date the total compensation and expenses awarded by the Court to

the Receiver and court-appointed professionals is $15,320,668.94.

8. Pursuant to Section 3 of the Fee Procedure Order, this Fee Application was

provided to counsel for the SEC which has approved the filing of this Fee Application.

9. The Standardized Fund Accounting Report for the Second Quarter of 2015 is

attached hereto as Exhibit D.


4

Dated this 12th day of August, 2015.

HOLLAND & HART LLP /s/ Nathan Archibald David K. Broadbent Doyle S. Byers Nathan Archibald

Attorneys for Gil A. Miller, Receiver 7935903_1.docx


5

INDEX OF EXHIBITS

A: April Invoice B: May Invoice C: June Invoice D: Fund Accounting Report


Exhibit A

Case 2:11-cv-01165-BSJ Document 2796-1 Filed 08/12/15 Page 1 of 25

Rocky Mountain mma ADVISORY

215 South State Street Suite 550

Salt Lake City, UT 84111 801.428.1600

May 14, 2015 Gil Miller, Receiver Rocky Mountain Advisory 215 S. State Street, Ste 550 Salt Lake City, UT 84111

Invoice # 11972

Billing for: 04/01/15 to04/30/15

RE: Securities & Exchange Commission vs. Management Solutions, Inc.

Previous balance 4/30/2015 Payment-Thank You. Check No. 404 4/30/2015 Payment-Thank You. Check No. 405

Total payments and adjustments

Name David N. Bateman John H. Curtis Elizabeth Williams K. Luke Houston Brock Sargent Heather Young Yasir Khan Tyler Dickerson

~D~at=e __ Init. Description

Professional Services Summary

Professional Services Detail

Accounting

Hours 98.70 58.50 17.70 36.80 92.00

106.40 110.50

2.40

04/01/15 HY Prepared disbursement for invoice received (.2). Updated deposit detail for Lake Ridge (.6).

04/03/15 JHC Reviewed mail correspondence for Receivership, including invoices and payments and responded to the same.

Rate 260.00 260.00 200.00 200.00 190.00 190.00 190.00 125.00

Hours

0.80

0.50

$142,921.84 ($74,511.60)

($931.04)

($75,442.64)

$25,662.00 $15,210.00

$3,540.00 $7,360.00

$17,480.00 $20,216.00 $20,995.00

$300.00

$152.00

$130.00


(;-ill'v1iller, R..eceiver

04/06/15 HY

04/08/15 JHC

HY

04/09 /15 JHC

.HY

04/10/15 HY

04/13/15 HY

JHC 04/14/15 JHC

HY

Rocky Mountain Advisory, LLC

Updated accounting records for tax payments made (1.6). Prepared disbursements for invoices received (2.0). Updated accounting records for approved disbursements (.3). R..eviewed R..eceivership mail correspondence including payments, notices and invoices and determined proper treatment. Searched accounting records for any payment received from Ash Mini Storage (.7). Prepared disbursements for invoices received (.8). R..eviewed outstanding invoices from Cortland and compared to date of property sales (1.1). Emailed Cortland and called vendor regarding specific invoices to determine if they are still outstanding, determined several bills were already paid or no longer needed to be paid (.7). R..eceived invoices for national registered agent for a large number of MSI related entities, prepared summary spreadsheet listing each invoice and amount owed for statutory representation, emailed M. Fogerty in determining if we need to continue statutory representation for closed entities (2.1). Phone calls with SEC regarding case status and provided detailed information on status and current financial position of R..eceivership. R..econciled bank statements and updated accounting records and files (1.0). Updated accounting records for approved . disbursements (.5). Updated accounting records for approved disbursements (.3). Prepared email to Cortland requesting cash basis accounting records for February for R..etreat at Stonebridge R..anch (.1). Prepared updated cash balance (.1). R..eviewed emails from Cortland regarding invoices, updated accounting records for approved invoices, sent email to Cortland requesting additional information regarding new appliance purchases before closing (1.4). Entered journal entrie.s for Cortland managed properties for February 2015 (1.2). Prepared checks to deposit at bank and updated accounting records for deposited items (.7). Prepared disbursements for final utility invoices for Seneca Place and requested additional information from Cortland (.8). R..eviewed accounts for incoming wire and notified C Talbot. R..eviewed R..eceivership invoices, legal correspondence and checks and determined resolution. Prepared accounting entries for wire transfei: received (.4). Prepared revision to payment amount for invoice per information from Cortland and submitted disbursements for approval (.2). Updated accounting records for approved disbursements (.7).

3.90

0.40

5.40

0.40

1.50

0.40

4.20

0.30 0.60

1.30

Page 2

May 14, 2015

$741.00

$104.00

$1,026.00

$104.00

$285.00

$76.00

$798.00

$78.00 $156.00

$247.00



Gil Miller, Receiver

04/15/15 HY Updated accounting records for settlement payment received and prepared deposit to submit to bank (.5). Continued updating accounting records for approved disbursements (1.0). Reviewed Cortland and Cottonwood cash balances and summary of transactions for quarterly report, prepared email to Cortland requesting additional information required to prepare quarterly report (1.2).

04/16/15 HY Reviewed prorations from Cortland for Jefferson Chase and Abbie Lakes, compared with our accounting records (1.8). Prepared disbursements for invoices received (.3). Updated accounting records for approved disbursements (.2). Reviewed property tax payments for Discovery Point and presented findings to L. Houston (.2). ,

04/17/15 HY Responded to email regarding credit balances to be refunded to the receivership (.1). Continued reviewing closing proration documentation including numerous receipts compared to spreadsheet listing outstanding balance to be returned to the receivership for Stonebridge, Abbie Lakes, Jefferson Chase, and Lakes Edge (4.9). Determined which outstanding proration balances needed additional documentation and requested via email (.1).

04/20/15 JHC Reviewed Receivership invoices, checks and other correspondence received via mail and directed responses to the same.

HY Reviewed cash balances received from Cortland and requested additional information for cash balances still needed (.9), Responded to email regarding outstanding electric bills for City View and requested Cortland to pay bills (.1). Prepared email to Cottonwood requesting update on outstanding cash balances (.1 ). Received financial records for Summerwind from Cottonwood for February and March, reviewed and prepared accounting entries to update our records (.4). Researched Discovery Grove accounting records to determine status of property, prepared email to M. Fogerty regarding the need to renew Discovery Grove, LLC (.2).

04/21/15 HY Received certain spreadsheet accounting records from Cortland for some of the properties, began preparing adjusting entries for those properties (2.1). Prepared disbursements for invoices rec:eived (.4). Prepared checks to deposit at bank and updated accounting records for deposited items (.5). Prepared accounting entries for approved disbursements (.2). Continued reconciling our cash balances to Cortland's spreadsheets to accurately account for

2.70

2.50

5.10

0.50

1.70

7.90

Page 3

May 14, 2015

$513.00

$475.00

$969.00

$130.00

$323.00

$1,501.00




=D~a=te=--~~=Iru=·=t·'---=D~e=s=cn=·P~ti=·o=n=--~~~~~~~~~~~~~~~~~~~~--~H"-=o=ur,,,_,.s

transactions for February and March 2015 for various properties (4.2). Prepared cash balance report for J. Curtis, reconciling cash balances for bank accounts to ensure accuracy (.5).

04/22/15 HY Continued requesting additional information from Cortland to complete reconciliation from January 2015 records to March 2015 cash balances and continued analyzing transactions received.

04/23/15 HY Prepared disbursements for invoices received (.3). Prepared accounting entries for approved disbursements (.2). Continued reviewing information provided by Cortland for accounting transactions occurring for properties Cortland is still managing the cash balance on for transactions prior to sale of properties and

. reconciling to current cash balances including numerous emails requesting additional information to complete analysis (6.6).

04/24/15 JHC Reviewed quarterly report and provided comments to H. Young (.8). Analyzed and reconciled real estate sales during the first quarter of 2015 and provided information to C. Talbot for quarterly report (1.1). Determined amount of holdback to be reported on quarterly report (.4). .

HY Completed analysis of cash balance reconciliation and entered prepared accounting reconciliation entries for properties managed by Cortland into accounting system (1.1). Reviewed true up accounting for properties sold by Cortland to agree with balances (.7).

04/27 /15 HY Reviewed correspondence received from lenders requesting additional information, prepared emails to lenders informing them of the status of properties, forwarded escrow analysis to Cortland for follow up (.5). Prepared disbursements for invoices received (.8). Prepared accounting entries for checks received for deposit (.9). Continued reviewing support for outstanding balances at Cortland for pro rations for Jefferson Lake additional expenses, Brooksedge, and Sunbury Ridge (2.5).

04/28/15 JHC Follow up with S. Sansom regarding potential bank accounts to recover and reviewed response.

HY Reviewed additional invoices received and emails detailing whether they were paid by Cottonwood or Cortland for Abbie Lakes property (.3). Reviewed outstanding invoices, prepared email to M. Fogerty for clarification on entities to be renewed if they still own properties, and prepared disbursement for invoice received (.4). Prepared accounting entries for approved disbursements (.3).

04/29/15 JHC Reviewed quarterly report and responded to C. Talbot.

3.30

7.10

2.30

1.80

4.70

0.30

1.00

0.40

Page 4

May 14, 2015

$627.00

$1,349.00

$598.00

$342.00

$893.00

$78.00

$190.00

$104.00



04/29/15 HY

04/30/15 HY

SUBTOTAL:

04/01/15 KLH

04/02/15 KLH

04/09/15 KLH 04/10/15 KLH

04/15/15 KLH

04/16/15 KLH


Prepared disbursements for invoices received (.3). Prepared accounting entries for approved disbursements (.3). Reviewed cash in entity account balances, compared with email from S. Sansom with updated information (.4). Discussed cash in entity balances with J. Curtis (.2). Telephone calls with Nevada State Bank and Cache Valley Bank conducting research to determine who to talk to in order to determine the outstanding balance of three accounts that might be turned over to the bankruptcy receiver (1.0). Reviewed prorations for outstanding cash balances held by Cortland for Reserve at Abbie Lakes, Sunbury Ridge, requested additional records, reviewed discrepancies found with Cortland, and requested Cortland return the funds from the entities we agree with the prorations and cash balances for sold properties (2.1). Called Nevada State Bank and Cache Valley Bank again to gain information regarding possible outstanding accounts for the bankruptcy receivership, determined Cache Valley Bank used balance to offset outstanding loan per court order (.4). Researched invoice for payment from Pacer and prepared disbursement for court approved invoice (.5).

Asset Disposition

Discussion with interested party regarding the purchase of real property (.2). Researched real property information and contacted counsel regarding the same (.1). Correspondence with investor B. Mabey regarding the sale of receivership assets and discussion with G. Miller regarding the same. Correspondence with B. Mabey regarding receivership property. Discussion with staff regarding water rights information (.2). Prepared an updated agricultural property listing, including water rights information, to possible purchaser B. Mabey (.5). Correspondence with the same (.1). Reviewed and assembled water rights information (.3). Discussed the same with staff (.1). Correspondence with B. Mabey regarding agricultural properties and related water rights (.2). Correspondence with M. Fogerty regarding the details of various receivership property (.3). Correspondence with investor B. Mabey regarding the same (.1).

2.20

3.00

66.20

0.30

0.30

0.10 0.80

0.40

Page 5

May 14, 2015

$418.00

$570.00

$12,977.00]

$60.00

$60.00

$20.00 $160.00

$120.00

$80.00



Page 6

Gil Miller, Receiver May 14, 2015

Date Init. Description Hours

04/20/15 KLH Researched Amistad Villas· property information and contacted 0.40 $80.00 counsel regarding the same.

04/24/15 KLH Discussion with G. Miller regarding the disposition of 0.20 $40.00 non-multifamily property and correspondence with M. Fogerty regarding the same.

04/29/15 KLH Correspondence with counsel regarding non-multifamily 0.30 $60.00 properties and related property taxes (.1). Discussion with G. Miller r_egarding certain personal property (.1). Contacted M. Jacobson regarding the same (.1).

04/30/15 KLH Discussion with G. Miller and additional correspondence with M. 0.20 $40.00 Fogerty regarding non-multifamily properties.

SUBTOTAL: 3.60 $720.00]

Case Administration

04/03/15 YK Updated website. 0.20 $38.00 04/06/15 YK Uploaded more than 80 pleadings on the website and made 2.60 $494.00

necessary changes. 04/08/15 DNB Call with D. Byers to discuss various litigation matters, objections 0.70 $182.00

to the plan of distribution and other administrative items. 04/09/15 HY Downloaded ledger data for quarterly operating report. 0.10 $19.00 04/13/15 KLH Correspondence with staff regarding website updates. 0.10 $20.00

YK Drafted updates to be made on the website regarding approval of 3.30 $627.00 Plan of Distribution and subsequently posted changes to the website (.6). Updated recent pleadings on the website (2.7).

04/14/15 YK Updated website. 0.10 $19.00 04/15/15 YI< Replied to investor emails (.1). Updated website (.2). Verified 0.50 $95.00

email addresses of individuals (.2). 04/22/15 HY Telephone call from N. Archibald regarding report, prepared 0.80 $152.00

accounting record for professional fees paid to court approved professionals (.7). Reviewed spreadsheet with D. Bateman and sent findings to N. Archibald (.1).

YI< Updated case website. 0.20 $38.00 04/24/15 HY Prepared accounting reports, cash receipts and disbursements 1.90 $361.00

schedule, and SF AR for quarterly report filing, presented to J. Curtis for review.

04/27/15 HY Prepared revisions to quarterly reports and reviewed with D. 0.60 $114.00 Bateman and J. Curtis.

04/28/15 DNB Meeting with receiver to discuss outcome of this morning's 0.40 $104.00 meetings and hearings.




04/28/15 HY Prepared electronic copy of signed SPAR and approved Cash Receipts and Disbursements to send for court reporting.

04/29 /15 DNB Call with Cicayda to discuss contract renewal and discuss options with recei~er.

04/30/15 DNB Update meeting with receiver to discuss case status and workplan.

SUBTOTAL:

Claims Administration

04/01/15 YK Begin working on identifying and calculating interest rates and determining proper treatment of funds.

BS Review investments relating to investor A. Noall and prepared documents and notes for April 2 meeting with A. Noall (1.1). Call with G. Phillips and J. Phillips and prepared draft of proposed claim division (.8). Reviewed and updated claim amounts for claims relating to G. Williamson (.7).

04/02/15 YK Various meetings with staff to adjust operating income on all investor claims (.3). Begin working on all claims to adjust partner's capital accounts according to their share of income and loss for all years prior to 2008 (6.7). Reviewed basis accounts of various claims to ensure correctness (.9).

BS Phone call with investor J. Pingree and follow-up research (.6). Prepared analysis that adjusts the Class 5 claim amounts by prior operating losses and income that was passed through from the LLC to the individual investors (5.2). Prepared and emailed settlement agreement letter for investors J. Phillips and G. Phillips (.5). Phone call with investor J. Phillips (.3). Prepared analysis outlining the details and figures related to each objection to the Plan filed (.9).

DNB Review of McDermott related claims and adjust same based on records.

04/03/15 BS Made updates to claim 0502 per instructions received from investor (.3). Continued work on analysis outlining the details and figures related to each objection to the Plan filed (5.8). Finished work on analysis that adjusts the Class 5 claim amounts by prior operating losses and income that was passed through from the LLC to the individual investors by reconciling analysis to the master copy of Class 5 claimants (2.0).

Page 7

May 14, 2015

·Hours

0.20 $38.00

0.80 $208.00

0.50 $130.00

13.00 $2,639.00]

5.10 $969.00

2.60 $494.00

7.90 $1,501.00

7.50 . $1,425.00

3.60 $936.00

8.10 $1,539.00



04/03/15 YI<

04/06/15 YK

·Bs

HY

DNB

04/07/15 EW BS

DNB

YI< 04/08/15 BS


Continued working on analysis to adjust Class 5 investor claims by updating claims with prior year income or losses and reconciled all updated claims with claims analysis report (7.6). Various meetings with staff regarding the same (.2). Reviewed master claims spreadsheet after updating all claims to ensure accuracy (3.5). Presented information regarding claims analysis to partner (.3). Meeting with G. Miller to discuss objections to the Plan of Distribution (.2). Prepared analysis for objections filed against the Plan of Distribution that summarizes the points of the objection, presents information about the claimant, presents information about the claim, calculates current distributions and hypothetical distributions if the objection is sustained, and presents relationship and employment research for the Class 9 insider objectors (5.4). Reviewed late filed claim with G. Miller (.2). Prepared email to D. Byers regarding late filed vendor claim (.2). Began reviewing email correspondence regarding claims 0015, 0016, and 0370 and spreadsheet of funds received from MSI-related entities (1.3). Call with D. Byers to discuss G. Jacobson claims against the receivership and review of documentation supporting his claim. Phone call with IRS regarding tax claim. Continued work on analysis for objections filed against the Plan of Distribution that summarizes the points of the objection, presents information about the claimant, presents information about the claim, calculates current distributions and hypothetical distributions if the objection is sustained, and presents relationship and employment research for the Class 9 insider objectors. Research related to M. Nielson claims in preparation for meeting with M. Hashimoto. Updated Class 5 investor spreadsheet and prepared exhibits. Continued work on analysis for objections filed against the Plan of Distribution that summarizes the points of the objection, presents information about the claimant, presents information about the claim, calculates current distributions and hypothetical distributions if the objection is sustained, and presents relationship and employment research for the Class 9 insider objectors (2.6). Prepared detailed claim analysis for claim number 0580 currently classified as a Class 9 claimant and has filed an objection to the plan (1.1). Analyzed claim 0261 and prepared analysis making a proposal for missed monthly payments in preparation for receiver's meeting with claimant who has filed an objection (.9).

7.80

3.80

5.60

1.70

1.70

0.10 2.00

2.80

2.30 6.50

Page 8

May 14, 2015

$1,482.00

$722.00.

$1,064.00

$323.00

$442.00

$20.00 $380.00

$728.00

$437.00 $1,235.00



04/08/15 JHC

YK DNB

04/09/15 EW BS

DNB YK

04/10/15 BS

HY JHC YI<


Prepared analysis for Evan Jacobson claims to send to counsel (.7). Prepared analysis of APS related claims in preparation for receiver's meeting with claimant who has filed an objection (1.2). Reviewed American West Bank settlement agreement and updated Class 4 Vendor claims report to include American West claim (.5). Call with S. Hansen regarding claims of various Hansen entities and additipnal claim to be submitted (.4). Presented case documents to managers as requested. Preparation for and meeting with M. Hashimoto and receiver to discuss analysis of Blackcliffs claim and note receivable. Phone call with D. Hill regarding updated claim. Review claim 0104 by analyzing complete:; investment history, all cash transactions, and any relevant documents contained within document database (1.2). Divided claim of R. Millett into two separate claims per instructions from claimant (.4). Analyzed investments relating to investor A. Noall and prepared notes for the Receiver's meeting on April 10 (1.5). Updated cash availability exhibit (.1). Analyzed complete cash in and cash out history for Class 9 claimant, B. Jacobson (.5). Call with D. Richards to discuss claim. Verified all adjustments made to profit and loss accounts of various Class 5 claimants. Prepared for meeting with G. Miller regarding A. Noall investments (.4). Meeting with G. Miller regarding A. Noall investments (.5). Meeting with G. Miller, A. Noall, and B. Ogzewalla regarding A. Noall's investments with MSI (2.3). Follow up research and analysis to address concerns of A. Noall (1.0). Research operating results of SA Townhomes relating to claim filed by M. Nielson (.5). Call with investor C. Larsen regarding her objection and follow up analysis and research (.9). Continued work on historical investment analysis for Class 9 claimant B. Jacobson (.8). Reconciled Class 5 claim calculation with operating adjustments to master copy of Class 5 claims calculation by ensuring grouping and calculations were correct (4.3). Updated addresses for claimants. Call with investor Perkins and provided claim form. Examined partner capital accounts and adjust prior year operating income and losses for all Class 5 investors (8.1). Various discussions with staff regarding the same (.2). Reconciled all updated Class 5 investor claims with master spreadsheet to ensure accuracy (1.8).

0.90

0.10 2.60

0.10 3.70

0.20 1.50

10.70

0.20 0.30

10.10

Page 9

May 14, 2015

$234.00

$19.00 $676.00

$20.00 $703.00

$52.00 $285.00

$2,033.00

$38.00 $78.00

$1,919.00



Page 10



04/13/15 JHC Call with investor Perkins regarding claims form and met with 0.90 $234.00 investor regarding questions on form (.4). Call with D. Byers regarding Lake Ridge TIC calculations (.2). Prepared and sent Lake Ridge TIC calculation to D. Byers for preparation of motion for resolution (.3).

EW Discuss IRS claim amendment with staff and update files with 0.20 $40.00 same.

BS Updated Class 5 Exhibit to reflect changes to A. Noall's claim (.1). 1.90 $361.00 Reviewed and made changes to C. Larsen's claim (.5). Reviewed investments and cash activity of B. Lovell, a Class 9 claimant (.9). Reviewed and analyzed the claim of the Perkins Family Trust (.4).

04/14/15 JHC Corresponded with G. Miller regarding submitting Claims Analysis 4.20 $1,092.00 Report to claimants and directed B. Sargent and Y. Khan (.6). Meeting on Claims Analysis Report to be submitted in seven days and other related issues with G. Miller, D. Broadbent, D. Byers and D. Bateman (2.9). Reviewed claims analyses of Caughlin and Perkins Family Trust (.4). Reviewed late filed investor claims with G. Miller (.3).

HY Discussed late filed vendor claim with D. Bateman (.1). Reviewed 4.70 $893.00 claims 0015, 0015-1, 0016, 0503, and 0370 comparing actual payments made to reconciliation provided by claimant, reviewed payments pre and post receivership to claimant, and reviewed payments made on other accounts to determine credit balances (4.6).

BS Reviewed and analyzed M. Caughlin claim (.9). Prepared analyses 6.10 $1,159.00 for "BTJD Claimants" including claim analysis under approved plan, prior employment, loans with MSI entities, source of investments, total cash contributed, and other pertinent analyses (5.2).

YK Updated, and verified MSI claimant list reflecting correct mailing 4.20 $798.00 addresses and prepared mailing schedule to send out Claim Analysis Report.

DNB Discuss late vendor claim with H. Young (.1). Meeting with 3.00 $780.00 receiver and counsel to discuss next steps in distribution process once order is signed by the Court (2. 9).

04/15/15 DNB Respond to request from counsel regarding Winkel family claims 1.10 $286.00 (.5). Meeting regarding APS claims with G. Miller, J. Curtis, B Sargent, and Y. Khan (.6).

HY Discussed outstanding claims 0015-1, 0016, arid 0370 with]. Curtis 3.70 $703.00 (.1). Sent email to claimant regarding outstanding credit balances for additional entities (.1 ). Finalized amounts for claims 0015-1,




0016, and 0370 (.1). Reviewed Class 4 trade creditor schedule for vendors A through Fi determining post-receivership claim amounts to be included in balance (3.4).

04/15/15 JHC Prepare for and meet with G. Miller, D. Bateman, B. Sargent and Y. Khan regarding Claims Analysis Report and treatment of APS claims.

BS Completed analyses for "BTJD Claimants" including claim analysis under approved plan, prior employment, loans with MSI entities, source of investments, total cash contributed, and other pertinent analyses (2.9). Entered claim information for the vendor claim of EMSI, Inc., into database and related exhibits (.3). Reviewed claim of R. Branca relating to APS investment (.2). Meeting with G. Miller, D. Bateman, and Y. Khan regarding APS claims (.6).

· YK Meeting with G. Miller, D. Bateman,]. Curtis , and B. Sargent regarding APS claims (.6). Begin identifying duplicate APS claims and grouping them with relevant investor claims (5.8).

04/16/15 BS Meeting with D. Bateman and G. Miller to discuss Class 9 claimants (1.2). Prepared requested analyses for the "BTJD Claimants" including total cash in cash out analyses and demonstrative exhibits (4.7).

KLH Reviewed claim and related supporting documentation at the request of]. Curtis.

JHC Directed B. Sargent in preparation of rising tide analysis and reviewed rising tide distribution analysis (.6). Responded to correspondence with counsel on claims issues (.5). Call with investor S. Pingree regarding claim and provided and reviewed investor claim to provide additional information (.4). Call with investor S. Jones regarding claim issues and plan of distribution and provided information (.5). Prepared for meeting through call to D. Broadbent and met with E. Bishop and G. Miller regarding Toscana sale and property issues (1.3). Reviewed and analyzed Texas franchise tax issues and discussed with E. Williams (.4).

HY Reviewed accounting record for payments made to State of Texas to compare to tax claims and gave to L. Houston for further review (.4). Continued reviewing vendor claims to include for post-receivership claim amounts for Fo through Z (2.7). Completed review of vendor claims and updated spreadsheet for findings including additional allowed amounts and updated for comments field (1.1).

0.70

4.00

6.40

5.90

0.20

3.70

4.20

·Page 11

May 14, 2015

$182.00

$760.00

$1,216.00

$1,121.00

$40.00

$962.00

$798.00



Page 12



04/16/15 YI< Prepared reconciliation schedules for all Class 5 investor and APS 6.50 $1,235.00 claims (4.9). Retrieved information regarding certain MSI investors and employees from Cicayda and reported it to D. Byers on request (1.6).

DNB Meeting with B. Sargent and receiver to discuss status of proposed 3.00 $780.00 insiders and research related to same (2.4). Calls and meetings with counsel and receiver regarding B. Johnson cancellation of meeting to discuss his clients' proposed insider status (.6).

04/17/15 HY Reviewed vendor claims with]. Curtis (.1). Prepared additional 0.40 $76.00 supporting documentation for meeting for B. Sarg~nt (.3).

JHC Discuss Texas income tax issue with E. Williams and follow up 1.40 $364.00 with counsel regarding the same (.3). Reviewed vendor claims exhibit and discussed changes with H. Young (.4). Call with S. Pingree and followed up on cash transfers (.3). Reviewed Exhibit for Class 5 investor claims (.4).

YI< Updated all APS claims on Claims Analysis Report per directions 6.40 $1,216.00 received from partners and prepared supporting exhibits after reconciliation of all investor claims.

BS Preparation for meeting with D. Bateman and G. Miller (1.4). 9.10 $1,729.00 Meeting with D. Bateman and G. Miller (1.9). Meeting with D. Bateman, G. Miller, and D. Byers (2.1). Meeting with D. Bateman, G. Miller, and D. Byers with counsel for claimants known as "BTJD Claimants" (2.5). Follow up analysis and report preparation from meeting with "BTJD Claimants" counsel (1.2).

DNB Meetings with B. Sargent and receiver to discuss information 6.60 $1,716.00 related to insider status of B. Johnson clients and to review demonstratives for meeting with B. Johnson (1.7). Meeting with receiver, staff and counsel to discuss same (2.0). Meeting with receiver, counsel and BTJD counsel to discuss treatment of proposed insiders under the plan of distribution (2.6). Reviewed claims analyses for B. Johnson clients and forwarded same to receiver (.3).

04/20/15 JHC Revised exhibit of Class 6 claims for Claims Analysis Report (.9). 3.20 $832.00 Reviewed various exhibits of Claims Analysis Report for mailing to claimants, discussed exhibits with G. Miller, and directed Y. Khan in revisions (1.9). Reviewed letter to claimants to accompany Claims Analysis Report for potential revisions (.4).

YI< Updated exhibits of Class 1, 2, 3, 4, 5, 6, 7, 8, 9 claims and 9.70 $1,843.00 prepared supporting schedules to include in final MSI Claim Analysis Report (6.9). Updated APS claims and prepared notes to add on Claims Analysis Report (1.2). Prepared final draft of report to send out to all stakeholders (1.6).



Page 13



04/20/15 HY Assisted Y. Khan with claims spreadsheet (.3). Telephone call to a.so $95.00 claimant W. Glascow regarding email sent to G. Miller, discussed claim analysis (.2).

DNB Research and respond to question from counsel regarding claim 0.20 $52.00 distribution.

04/21/15 DNB Prepare updates to claims analyses for certain potential insiders 1.50 $390.00 (.5). Correspondence with receiver and counsel regarding amended claim for Millett and began research related to same (.8). Correspondence with receiver and counsel regarding McDermott claims (.2).

YK Continued preparing supporting exhibits of Claim Analysis 8.10 $1,539.00 Reports, completed changes suggested by the partners, updated verbiage as suggested by the Counsel on Class 7 and 5 (APS) claims, prepared mailings, made changes to the address list as necessary, formatted Claims Analysis Report, and finalized report to mail it to MSI stakeholders.

JHC Updated and provided rising tide calculation of claim payments to 2.60 $676.00 G. Miller (.4). Updated cash availability analysis to estimate amount available for claims distributions (.8). Reviewed and revised Claims Analysis Report exhibits and directed Y. Khan in revisions (1.4).

04/22/15 DNB Research related to additional claim from the Milletts and 3.30 $858.00 summarization of findings for reporting to counsel and receiver (2.4). Responding to request for additional information from R. McDermott regarding claim calculations (.6). Review McDermott claim with]. Curtis (.3).

EW Review IRS claim and notes in response to G. Miller email (.4). 0.50 $100.00 Email G. Miller regarding same (.1).

JHC Reviewed McDermott claim allocation with D. Bateman. 0.30 $78.00 HY Two telephone calls with claimant regarding their two claims and 0.30 $57.00

ensuring amounts were accounted correctly. · YI< Verified addresses on claim forms. 0.20 $38.00

04/23/15 EW Discuss IRS claim with G. Miller and email counsel regarding same 0.70 $140.00 (.2). Update IRS claim detail schedule and submit to G. Miller (.4). Phone call with D. Byers regarding same (.1).

YI< Made various calls to investors regarding their email addresses (.8). 4.30 $817.00 Verified RMA database of MSI investors' email address for correctness (1.8). Identified investors with multiple addresses and prepared additional mailings to send out to investors (1.7).

04/24/15 DNB Preparation for and meetings with receiver, staff, and various 5.20 $1,352.00 claimants to discuss treatment of claims under the plan of distribution.



Page 14



04/24/15 JHC Calls with various investors regarding investor claims analysis and 0.90 $234.00 provided calculations and analysis to resolve claim amounts (.7). Call with R. Beck regarding claim calculation and provided claim analysis for further discussion (.2).

YK Presented Quickbooks files to partners per request (.5). Continued 1.70 $323.00 verifying email addresses on RM.A master spreadsheet (.6). Made calls to investor to verify their contact information (.6).

04/27/15 YK Prepared additional mailings to send out to investors (.2). Various 4.70 $893.00 meetings with staff regarding BTJD claimants (.2). Reviewed information on file for BTJD claimants (.5). Searched on Cicayda for any documentation related to]. Bailey and]. Coutts to look for their insider status (3.8).

BS Reviewed of documents relating ,to and analysis of investment 5.50 $1,045.00 made by R. Millett with Council Properties involving the Jamestown, LLC, note (2.5). Prepare for meeting with investors B. Summerhays and G. Williamson (.6). Meeting with]. Curtis, B. Summerhays, and G. Williamson (1.1). Reviewed accounting records, emails, and other documents to respond to requests by investor A. Noall (1.1). Phone call with investor D. Hatch (.1). Provided information to G. Miller regarding investor D. Totten (.1)

JHC Prepared for and met with B. Sargent and investors B. 1.40 $364.00 Summerhays, G. Williamson regarding claim calculations (1.1 ). Call with investor B. Coles and followed up regarding APS claim (.3).

HY Returned telephone call to W. Glasgow and left message. 0.10 $19.00 DNB Review of documents related to Millett claim. 1.40 $364.00

04/28/15 YI< Performed various searches on Cicayda to identify any 5.50 $1,045.00 documentation related to R. Brady, S. Daley, and L. Jacobson proving their insider status.

BS Prepared for and call with vendor claimant First Response Security 3.00 $570.00 (1.4). Updated claim information for investor]. Jones (.2). Reviewed questions raised by investor D. Wells and prepared response email (.4). Call with investor K Jorgenson and follow-up email (.3). Prepared documents required by investor A. Noall and forwarded documents to A. Noall's representative (.7).

HY Telephone call from several claimants, reviewed status and address 0.50 $95.00 for claims, and timing for first distribution.

EW Review correspondence from D. Tobin regarding claim (.4). 1.40 $280.00 Phone call with D. Tobin regarding same (.1). Analyze Tobin records and update same (.6). Phone call with claimant regarding Servpro claim (.1). Update claim file with same (.2).



Page 15



04/29/15 YK. Searched in Cicayda records for any documentation related to M. 2.50 $475.00' Jacobson and B. Jacobson to look for their insider status.

JHC Call' with investor T. Hummell regarding claim and APS issues (.4). 0.90 $234.00 Compiled information on claims process, mailing of claim forms and mailing to certain creditors and responded to C. Talbot and S. Lau regarding inquiries. (.5).

BS Call with investor G. Kimball and follow-up analysis (.4). Call with 1.80 $342.00 investor]. Deem and follow-up email and analysis (.9). Made additional updates to]. Jones claim (.1). Prepared claim summaries and cash schedules for delivery to counsel for the "BTJD Claimants" (.4).

HY Multiple calls with investors verifying claim, verifying mailing 0.60 $114~00

address and payee, and answering additional questions regarding disbursement.

EW Review correspondence and supporting documents regarding 1.00 $200.00 · subordination of penalties and interest of IRS claim (.9). Discuss same with G. Miller (.1).

DNB Began review of accounting records related to M. Nielson 4.60 $1,196.00 commission payments.

04/30/15 BS Prepared cash schedules and detailed claim analyses for current 5.10 $969.00 Class 9 claimant B. Jacobson (4.3). Finished preparing documents to deliver to "BTJD Claimants'" counsel (.6). Meeting with D. Bateman to discuss "BTJD Claimants" documents (.2).

DNB Call with B. Fotheringham to discuss plan of distribution and claim 3.20 $832.00 treatment (.3). Preparation for and meeting with receiver and McDermotts to discuss claims (2.2). Review and finalize claims analyses for insider clients of B. Johnson and meet with B. Sargent regarding same (.7).

JHC Discussed M. Nielson and D. Barrett claims and other claims 0.40 $104.00

issues with G. Miller. HY Responded to email question from claimant regarding four claims 0.40 $76.00

and which of their account numbers are associated with each claim (.3). Telephone call from investor requesting additional information regarding their claim and APS, verified claim payee and address (.1).

YI< Updated B. Coles APS claim on Claim Analysis Report after 4.40 $836.00 receiving directions from the partner (.2). Continued searching for relevant documents on Cicayda to confirm insider status of various individuals (4.2).

SUBTOTAL: [ 279.60 $57,772.00]




Date Init. Description

Clawback Litigation

04/13/15 DNB Correspondence with C. Nichols regarding settlement. 04/14/15 DNB Correspondence with C. Nichols regarding settlement. 04/16/15 DNB Discussions with receiver and counsel regarding final outstanding

tolling agreements. 04/17/15 DNB Correspondence with C. Nichols, receiver and counsel regarding

signing of the settlement agreement and expiration of the tolling agreement.

04/20/15 DNB Call with A. Sjoblom regarding tomorrow's meeting with UTEX and review of related documents.

04/21/15 DNB Meeting with receiver and counsel regarding potential UTEX clawback and status of other cases.

SUBTOTAL:

Evan Jacobson/Wood Entities

04/13/15 BS Reviewed E. Jacobson related analyses and prepared a list of all accounting files relied upon.

DNB Respond to request from counsel on the E. Jacobson matter and discuss same with staff.

04/22/15 DNB Began review of E. Jacobson declaration and researched accounting records related to same at the request of counsel.

SUBTOTAL:

F orensicLlnvestigation

04/01/15 KLH Discussion with staff regarding review of investor claims and related test work (.3). Reviewed investors claims 0101 through 0225 for certain debt characteristics (2.9). Updated summary of investor claims and debt characteristics (.5). Calculated interest rates and holding periods applicable to investors (.9). Reviewed investor analysis for fixed payments (.9).

HY Performed research to locate specific appraisal mentioned in draft of objection (1. 7). Searched to locate Tuscany Gardens K.-1 's for 2008 (.4). Continued preparing equity analysis equity ownership in McK.amy Lakes, Retama Richards, Retama Rose, Retama Hill, Rock City, Rose Hill, and Jake and Mac and compared to appraised value of owned property as of December 31, 2008 (3.3). Discussed additional claims analysis project with D. Bateman (.2).

Page 16

May 14, 2015

Hours

0.30 $78.00 0.40 $104.00 0.40 $104.00

1.60 $416.00

1.40 $364.00

1.10 $286.00

5.20 $1,352.00]

1.10 $209.00

0.70 $182.00

2.10 $546.00

3.90 $937.00]

5.50 $1,100.00

5.60 $1,064.00



Page 17



04/01/15 DNB Meeting with H. Young regarding additional claims analysis project. 0.20 $52.00 04/02/15 KLH Discussion with staff regarding review of investor claims and 5.60 $1,120.00

related test work (.3). Reviewed investors claims 0226 through 0375 (or certain debt characteristics (2.9). Updated summary of investor claims and debt characteristics (.5). Calculated interest rates and holding periods applicable to investors (.9). Revieweq investor analysis for fixed payments (1.0).

HY Reviewed Mountain Enterprises for large transfers to determine 8.70 $1,653.00 underlying reasons for transfers (1.1). Analyzed clai!):ls from individuals labeled as insiders for claims 0341, 0327, 0267-1, 0343, 0479, 0580, and 0179 (7.6).

04/03/15 TD Analyzed information from net income and non-cash items to find 1.40 $175.00 the largest losses from 2008 to 2011.

KLH Reviewed investors claims 0376 through 0492 for certain debt 5.00 $1,000.00 characteristics (2.9). Updated summary of investor claims and debt characteristics (.5). Calculated interest rates and holding periods applicable to investors (.8). Reviewed investor analysis for fixed payments (.8).

JHC Met with L. Houston regarding analysis of equity treatment, 4.50 $1,170.00 payment histories and interest rates (.4). Reviewed court case on factors used in determining debt vs. equity (.9). Reviewed and sampled more than 30 schedules K-1 for various investors and analyzed performance of property compared to payments received by investors (2.1 ). Reviewed declaration and prepared for hearing on plan of liquidation (1.1).

HY Reviewed insider claim analysis with B. Sargent (.1). Reviewed 1.00 $190.00 cash account analysis of Skypark and Mountain Enterprises with D. Bateman (.3). Prepared multi-year balance sheet and income statements for Mountain Enterprises and Skypark International (.6).

04/06/15 TD Continued analyzing information from net income and non-cash 1.00 $125.00 items to find the largest losses from 2008 to 2011.

KLH Reviewed additional investor claims for certain debt characteristics 2.90 $580.00 (1.5). Updated summary of investor claims and debt characteristics (.4). Calculated interest rates and holding periods applicable to investors (.5). Reviewed investor analysis for fixed payments (.5).

HY Prepared revision to memo regarding airport property transactions 0.30 $57.00 and prepared electronic copy of memo and financial statements to present to counsel.

04/07/15 KLH Reviewed income analysis prepared by staff (.4). Reviewed income 1.80 $360.00 as reported on certain tax returns and compared to summary of investor claims and debt characteristics (1.4).



Page 18


Date Init .. Description Hours

04/08/15 KLH Discussion with staff regarding additional test work (.2). Reviewed 5.20 $1,040.00 additional investor claims fo.r certain debt characteristics (.6). Updated summary of investor claims and debt characteristics (.2). Calculated interest rates and holding periods applicable to investors (.2). Reviewed investor analysis for fixed payments (.2). Reviewed income for 20 companies as reported on certain tax returns and compared to summary of investor claims and debt characteristics (3.8).

04/09/15 JHC Reviewed hundreds of investor claims regarding representatio11s 1.70 - $442.00 made to investors on promised returns, guarantees and other factors indicative of debt investments to prepare for hearing on solvency issues for plan of distribution approval.

KLH Discussion with staff regarding additional test work (.2). Reviewed 1.90 $380.00 income for 20 companies as reported in the QuickBooks accounting records and compared to summary of investor claims and debt characteristics (1. 7).

HY Conducted research to locate records for previous payments to 1.10 $209.00 Falconhead HOA, prepared electronic copy of evidence of lot costs paid to HOA so far.

04/10/15 KLH Discussion with J. Curtis regarding additional test work (.3). 4.70 $940.00 Reviewed detailed accounting ledgers related to equity for years 2006 and 2007 (1.6). Updated analysis of income for 20 companies with QuickBooks accounting data and compared to summary of investor claims and debt characteristics (2.8).

JHC Meeting with L. Houston regarding additional test work. 0.30 $78.00 04/28/15 HY Searched Cicayda records for any documentation related to G. 2.10 $399.00

Jacobson to use as evidence of his insider status. 04/29/15 JHC Met with D. Bateman and G. Miller to discuss potential victims for 1.80 $468.00

criminal matter by State of Utah and other claim issues (.7). Call with]. Taylor regarding victims for State of Utah action (.3). Analyzed and investigated TIC owner and investor claims for potential State of Utah action (.8).

HY Continued searching and compiling evidence documenting G. 3.10 $589.00 Jacobson's interactions and signing authority on bank accounts for several MSI related entities (2.1). Searched Cicyada records for evidence of B. Jacobson's insider status (1.0).

04/30/15 JHC Prepared listlng of investments after July 1, 2000, for further 0.70 $182.00 investigation and provided to]. Taylor at Utah Attorney General's office (.5). Discussed additional investigation of victims for State of Utah action with H. Young (.2).



Page 19



04/30/15 HY Reviewed Cochran vs. Brooklyn Crossing summary of litigation 3.10 $589.00 memo, discussed memo with D. Bateman (.4). Searched Cicayda for documentation, Access datal;>ase for QuickBooks records regarding Brooklyn Crossing purchase transaction (2.5). Met with J. Curtis regarding additional investigation of victims for State of Utah action (.2).

DNB Meetings with counsel and staff regarding researching the · 0.60 $156.00 Brooklyn Crossing transaction and related investor funding.

SUBTOTAL: 69.80 $14,118.00]

Liquidation & Distributi~n Pln

04/01/15 DNB Began review of various objections to the plan of distribution to 4.30 $1,118.00 determine areas to address in responses and discussed same with receiver, counsel and staff.

JHC Searched for documents on Johnson Capital analysis and provided 1.50 $390.00 the same to P. Cook for analysis (.5). Reviewed objection of Black Cliffs and provided to P. Cook for analysis (.4). Call with G. Hawthorne regarding preparation for hearing and response to objections (.2). Calls with D. Byers regarding Jacobson objections and responding to other objections (.4).

04/02/15 JHC Meeting with D. Broadbent, G. Miller and D. Bateman regarding 3.10 $806.00 plan hearing and Noall objection and claim resolution (1.6). Meeting with Y. Khan, B. Sargent and D. Bateman regarding further analysis of claims (.4). Reviewed and analyzed Black Cliff objection along with my declaration and prepared to respond to the same (1.1).

DNB Preparation for meeting to review the motion for the plan of 2.90 $754.00 distribution and other issues (.9). Meeting with counsel, receiver and staff to discuss same (1.6). Meeting with J. Curtis, Y. Khan, and B. Sargent regarding further claims analysis (.4).

YK Meeting with J. Curtis, D. Bateman and B. Sargent regarding 0.40 $76.00 further analysis of claims.

BS Meeting to discuss further claims analysis with J. Curtis, D. 0.40 $76.00 Bateman, and Y. Khan.

.04/03/15 JHC Discuss with D. Bateman the M. Nielson claim, objection, and 1.30 $338.00 related issues (.3). Continued to review objection of M. Nielson to plan of distribution (.6). Responded to various emails from counsel related to plan issues (.4).

DNB Discussion with J. Curtis regarding the M. Nielson claim, objection 0.30 $78.00 and related issues.



Page 20



04/07/15 DNB Preparation for and meeting with receiver and counsel to discuss 3.50 $910.00 the various objections filed related to the plan of distribution.

04/08/15 DNB· Review of insider claims analysis and meeting with B. Sargent and 2.90 $754.00 receiver to discuss same (1.6). Review D. Barrett deposition transcript in relation to the insider arguments made in his objection to the plan of distribution (.6). Call with N. Archibald regarding upcoming hearing (.7).

BS Meeting with D. Bateman and receiver regarding review of insider 0.30 $57.00 claims analysis.

04/09/15 JHC Meeting with L. Houston regarding equity investor analysis (.3). 2.00 $520.00 Reviewed two court cases regarding substance over form issues related to solvency analysis and equity to debt adjustment (.8). Prepared for hearing through review of objections, declaration and other documents (.9).

DNB Various meetings and calls with receiver and counsel to discuss 2.10 $546.00 plan objections and the responses thereto.

KLH Meeting with J. Curtis regarding equity investor analysis. 0.30 $60.00 04/10/15 DNB Review of response to plan objections and discussed revisions with 6.50 $1,690.00

counsel, staff and receiver (2.8). Preparation of various analyses in preparation for the plan hearing on Monday (3.2). Meeting with G. Miller to discuss M. Nielson settlement offer (.5).

JHC Reviewed reply to plan objections and provided comments to D. 4.10 $1,066.00 Byers (.9). Discussed reply to objections with D. Bateman and call with D. Byers and D. Bateman (.5). Prepared declaration, exhibits and analyses for hearing on plan of distribution (.9). Prepared for potential testimony at hearing on motion to approve plan of distribution (1.8).

04/12/15 DNB Research amounts requested by counsel in preparation for the plan 0.50 $130.00 confirmation hearing.

04/13/15 DNB Preparation for and attendance at hearing to approve plan of 4.20 $1,092.00 distribution and related meeting with receiver, staff and counsel.

JHC Prepared for hearing on motion for approval of plan of 4.10 $1,066.00 distribution, including updating of cash availability and estimated distribution to classes of claimants (.6). Met with D. Broadbent, D. Byers, G. Miller and D. Bateman to prepare for hearing (.8). Attended hearing on motion for approval of plan of distribution for potential testimony on solvency of MSI entities (2.7).

04/20/15 DNB Review and revise claim analysis report in preparation for 0.50 $130.00 tomorrow's mailing and discuss same with receiver and staff.

04/29/15 DNB Review and finalize analyses of potential claims for identified 2.10 $546.00 insiders.




=D~a=te'----=I=ru=·t.'--. _Description·

SUBTOTAL:

Lit - Madison Chase

04/01/15 BS Prepared exhibits for Madison Chase settlement agreement.

SUBTOTAL:

Litigation Consulting

04/02/15 DNB Meetings with A. Sjoblom and G. Miller to discuss Blackcliffs litigation and began research requested relating to same.

04/03/15 DNB Continued research into Blackcliffs transaction including identification of apparent unpaid receivable due from Blackcliffs and compilation of documentation related to same for presentation to counsel (4.3). Correspondence with counsel and receiver related to same (.4).

04/06/15 DNB Follow-up research on Blackcliffs related issues as requested by receiver and discussion of same with receiver.

04/13/15 DNB Review compilation of documents related to Falconhead and forward same to counsel for review.

04/23/15 DNB Review of Fujimoto and Hashimoto declarations in the Providence matter and researched relevant documents located in both Cicayda and Carbonite in preparation for meeting with M. Nielson and M. Hashimoto tomorrow.

04/24/15 DNB Review document repositories for accounting records related to Sage Canyon.

SUBTOTAL:

Multi-family Housing Sale

04/01/15 JHC Call with M. Miller, Lake Ridge TIC Owner, regarding calculations and analyses (.9). Prepared and compiled Lake Ridge analyses and documents for M. Miller, TIC owner and responded to various inquiries (1.9). Reconciled and verified various figures related to Lake Ridge (.4).

04/14/15 JHC Calculated amount payable to TIC owner from anticipated Smokey Trails sale and responded to M. Wirthlin.

Hours

47.30

1.10

1.10

1.40

4.70

1.90

0.70

4.70

0.30

[ 13.70

3.20

0.40

Page 21

May 14, 2015

$12,203.00]

$209.00

$209.00]

$364.00

$1,222.00

$494.00

$182.00

$1,222.00

$78.00

$3,562.00]

$832.00

$104.00



Page 22



04/22/15 JHC Follow up with Cortland regarding Smokey Trails payment and 0.40 $104.00 advised C. Talbot regarding response (.2). Reviewed correspondence from counsel regarding property issues (.2).

04/28/15 JHC Attended hearing on Fannie Mae property sale holdback issues, 1.90 $494.00 including prepayment premiums, and provided information to G. Miller (1.5). Attended hearing on P. Cook fee application related to appraisal analysis of MSI properties to provided testimony if needed (.4).

SUBTOTAL: 5.90 $1,534.00]

Tax Issues

04/01/15 EW Various discussions with staff regarding Ohio tax notices. 0.30 $60.00 04/02/15 EW Discuss Texas and Ohio tax notices with staff (.2). Phone call with 0.70 $140.00

investor regarding 2013 K-1 (.1). Compile K-1 packet and email to same (.4).

04/03/15 EW Review property tax notices (.2). Update schedule and files of 3.40 $680.00 same (.3). Update tax files with correspondence from IRS and various state taxing authorities (.5). Review IRS tax notice and compare to IRS claim (.3). Analyze tax notices from IRS, Texa's, Delaware, and Ohio (1.1). Update tax schedules and files with same (.4). Phone call with Ohio Department of Revenue regarding tax notice (.2). Various emails to R. Jepson regarding tax notices and tax extensions (.4).

04/06/15 EW Review Texas tax notices and email same to R. Jepson (.4). Phone 2.20 $440.00 call with Delaware Tax Commission regarding annual LLC fee (.2). Analyze QuickBooks for evidence of payment of same (.3). Prepare IRS tax payment request and submit to staff (.2). Discuss Ohio tax payments with staff (.1). Review IRS tax notice and compare to IRS claim (.2). Update tax schedules and files with tax notices and payments (.8).

04/07/15 EW Prepare payment voucher and submit Yellow Rose Apartments tax 0.40 $80.00 payment to IRS.

04/16/15 EW Research cash payments and prior tax returns in response to Texas 1.30 $260.00 tax claim (.8). Phone call with Texas Franchise Tax Board regarding same (.2). Discussions regarding tax payments with J. Curtis and G. Miller (.3).

04/17/15 EW Review IRS notices and update files with same. 0.60 $120.00 04/20/15 EW Phone call with Texas Attorney General regarding taxes due. 0.20 $40.00


c;-ill\1iller, R.eceiver

04/21/15 EW

04/22/15 EW 04/23/15 EW 04/28/15 EW

04/29/15 EW

SUBTOTAL:


Compile notices and prepare check requests for state and federal tax penalty payments (1.0). Phone call with Ohio Department of R.evenue regarding same (.1). Compile tax checks for submission. R.eview tax notices from state taxing authorities. R.eview tax notices and research tax files in response to same (.7). Various emails with R.. Jepson, S. Smith, and c;-. J\1iller regarding same (.4). Phone call with Texas Department of R.evenue regarding tax due (.2). Update tax files and schedules in response to same (.5). R.eview IR.S notice for Pryor Creek and review prior tax returns regarding same (.4). Email R.. Jepson regarding same (.1 ). Submit check request for Alabama Department of R.evenue (.1 ). Pay IR.S penalties for Council Escena (.3).

Total for professional services rendered

=D~a=te~-- Init.

04/17 /15 YI< 04/30/15 R.E

SUBTOTAL:

04/02/15 R.E 04/30/15 R.E

SUBTOTAL:

Expenses

Description

Copies

Copying charges for Claim Analysis R.eport mailing - outsourced Copying cost (1208 copies at $.15 per copy)

Courier Service Courier Service

Courier

J\1ileage

04/08/15 c;-AJ\1 J\1ileage to Bennett Tueller offices

1.10

0.30 0.50 1.80

0.90

13.70

523.00

Page 23

J\1ay 14, 2015

$220.00

$60.00 $100.00 $360.00

$180.00

$2,740.00]

$110,763.00

$613.76 $181.20

$794.96]

$34.75 $8.00

$42.75]

$18.08




Page 24

May 14, 2015

Date Init. """D'""'e,,_,sc=ri~p""ti""on""-------------------------

SUBTOTAL:

04/30/15 RE

SUBTOTAL:

04/17/15 RE 04/30/15 RE

SUBTOTAL:

Parking

Parking for investors at RMA offices

FedEx to Megan Fogarty Postage

Postage

Software

04/03/15 EW Software needed for specific client.

SUBTOTAL:

Supplies

04/30/15 RE Supplies for Plan mailing to claimants

SUBTOTAL:

Total expenses

Total new charges

Balance due

$18.08]

$11.00

$11.00]

$16.57 $666.03

$682.60]

$53.41

$53.41]

$95.76

$95.76]

$1,698.56

$112,461.56

$179,940.76


Exhibit B


Exhibit C


Attorneys for Gil A. Miller, Receiver for Management...

Documents

Transcript of Attorneys for Gil A. Miller, Receiver for Management...