1295383.1 1
UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF NEW YORK
COMMODITY FUTURES TRADING
COMMISSION,
Plaintiff,
-against-
STEPHEN WALSH, PAUL GREENWOOD,
WESTRIDGE CAPITAL MANAGEMENT, INC.,
WG TRADING INVESTORS, LP, WGIA, LLC,
Defendants,
WESTRIDGE CAPITAL MANAGEMENT
ENHANCEMENT FUNDS INC., WG TRADING
COMPANY LP, WGI LLC, K&L INVESTMENTS,
AND JANET WALSH,
Relief Defendants.
Civil Action No.: 09-CV-1749 (GBD)
SECURITIES AND EXCHANGE COMMISSION,
Plaintiff,
-against-
WG TRADING INVESTORS, L.P., WG TRADING
COMPANY LIMITED PARTNERSHIP,
WESTRIDGE CAPITAL MANAGEMENT, INC.,
PAUL GREENWOOD, and STEPHEN WALSH,
Defendants,
ROBIN GREENWOOD and JANET WALSH,
Relief Defendants.
Civil Action No.: 09-CV-1750 (GBD)
MEMORANDUM OF POINTS AND AUTHORITIES IN SUPPORT OF THE NINTH
JOINT APPLICATION OF THE RECEIVER AND ITS COUNSEL FOR ALLOWANCE
OF COMPENSATION AND REIMBURSEMENT OF EXPENSES INCURRED DURING
THE PERIOD JANUARY 1, 2013 THROUGH JUNE 30, 2013
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1295383.1 2
TO: THE HONORABLE GEORGE B. DANIELS
UNITED STATES DISTRICT COURT
This Memorandum of Points and Authorities ("Memorandum") is being submitted by
Robb Evans & Associates LLC ("Receiver"
1
) for the Westridge Entities
2
and the assets of
Stephen Walsh ("Walsh"), Paul Greenwood ("Greenwood"), and Janet Walsh ("J. Walsh"), and
the counsel employed by the Receiver, Frandzel Robins Bloom & Csato, L.C. ("Frandzel")
McKenna Long & Aldridge LLP ("McKenna"), and Silverman Acampora LLP ("Silverman"), in
support of their Ninth Joint Application for Allowance of Compensation and Reimbursement of
Expenses Incurred during the Period of January 1, 2013 through June 30, 2013 ("Ninth
Application"). In the Ninth Application, for the period for January 1, 2013 through June 30,
2013 ("Ninth Application Period"), the Receiver requests interim approval of fees in the amount
of $53,514.50 and reimbursement of expenses in the sum of $16,641.79, Frandzel requests
interim approval of fees in the amount of $88,726.50 and reimbursement of expenses in the
amount of $2,929.59, McKenna requests interim approval of fees in the amount of $59,175.30
and reimbursement of expenses in the amount of $1,211.65, and Silverman requests interim
approval of fees in the amount of $14,926.50 and reimbursement of expenses in the amount of
$1,363.95.
3
1
Reference to the Receiver in this Memorandum means the Receiver, the Receiver's
deputies, and its staff.
2
For purposes of this Memorandum, the "Westridge Entities" refers to Westridge Capital
Management ("Westridge"), WG Trading Company LP ("WGTC"), WG Trading Investors, LP
("WGTI"), and business entities owned by or affiliated with them including Westridge Capital
Management Enhancement Funds, Inc., K & L Investments, LLC, WGI LLC, WGTC Limited.
3
Although the Receiver has been appointed over the Westridge Entities in both case Nos.
09-CV-1749 ("CFTC Action") and 09-CV-1750 ("SEC Action"), the amount of fees sought by
the Receiver, Frandzel, McKenna and Silverman in this Ninth Application represents the total
amount of fees for services rendered in both cases during the Ninth Application Period. In
addition, the Silverman firm is also seeking approval of its fees and reimbursement of expenses
for the period from July 2012 through June 2013 for services rendered to the Receivership Estate
Case 1:09-cv-01750-GBD Document 683 Filed 11/08/13 Page 2 of 20
1295383.1 3
Based on the relevant law, discussed in more detail below, the Receiver, Frandzel,
McKenna, and Silverman request that the Court approve their fees and reimbursement of
expenses as set forth in the Ninth Application because all fees and expenses incurred by them
were reasonable and necessary to the efficient and effective administration of this Receivership
Estate in light of the complexity, novelty and immediacy of the issues facing the Receiver and its
counsel during the Ninth Application Period. Therefore, the Receiver, Frandzel, McKenna and
Silverman respectfully request that the Court authorize the Receiver to pay within 10 days from
entry of an order approving the Ninth Application, the approved fees and expenses which they
have requested.
I. BRIEF OVERVIEW OF THE PROCEDURAL BACKGROUND OF THE
RECEIVERSHIP ESTATE AND SERVICES RENDERED BY THE RECEIVER,
FRANDZEL, McKENNA, AND SILVERMAN DURING THE NINTH
APPLICATION PERIOD
A detailed recitation of the factual and procedural background of this matter is contained
in the Eighth Application, however, by way of summary the procedural background and status of
this receivership are as follows:
On February 25, 2009, the SEC filed a complaint against certain of the Westridge
Entities, Greenwood and Walsh as well as J. Walsh and Robin Greenwood as relief defendants
(the "SEC Action"). Among the allegations in the SEC Action are that Walsh and Greenwood,
while operating an investment scheme to defraud investors, violated Section 17 (a) of the
Securities Act of 1933, Section 10(b) of the Securities Exchange Act of 1934, and Sections 206
(1), (2), and (4) of the Investment Advisers Act of 1940. Because the fraud was ongoing, in
in pursuing a "clawback" claim against a "winning" investor due to a conflict of interest for both
the Frandzel and McKenna firms. The July 2012 through December 2012 fees and costs were
not included in the Eighth Application due to the limited fees and costs incurred during that 7-
month period due to the limited scope of services rendered by the Silverman firm.
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1295383.1 4
order to preserve the status quo and protect the Court's ability to approve a fair distribution for
victims of the fraud, the SEC sought an order which, among other things requested the
appointment of a receiver to take control of the Westridge Entities as well as Walsh, J. Walsh
and Greenwood. Thus, on February 25, 2009, the District Court entered its Order appointing
Robb Evans & Associates LLC as the temporary receiver ("SEC Initial Receivership Order").
Among the duties and powers in the SEC Initial Receivership Order include preserving the status
quo of the Westridge Entities as well as employing persons, including attorneys, to assist in
carrying out the Receiver's duties.
4
On February 25, 2009, the CFTC filed a complaint against Walsh, Greenwood and
certain of the Westridge Entities (the "CFTC Action").
5
Among other things, the CFTC Action
alleges that Walsh and Greenwood through the use of a scheme in which they "misappropriated
at least $553 million from commodity pool participants" violated Sections 4b(a) (2) and 4(1) (A)
& (B) of the Commodity Exchange Act, 7 U.S.C. Sections 6b(a)(2) and 6(1) (A) & (B), and
Section 4b(a) (1) of the Commodity Exchange Act as amended by the Food, Conservation, and
Energy Act of 2008. Because Walsh and Greenwood were still operating the commodity pool
there was a substantial threat that the fraud would continue. Therefore, in order to immediately
stop the fraudulent conduct and preserve the Court's ability to grant effective relief to the
investors, the CFTC sought an order which, among other things, requested the Court appoint a
receiver to take control over the assets of the Defendants. Consequently, on February 25, 2009,
4
On May 22, 2009, the Court entered an order for a preliminary injunction (Document
No. 100) in which it ordered, among other things, that the Receiver should continue to serve in
this proceeding with all of the duties and powers set forth in the SEC Initial Receivership Order.
5
In the CFTC Action, Westwood Capital Management Enhancement Funds Inc., WG
Trading Company LP, WGI LLC, K &L Investments and J. Walsh were also named as relief
defendants.
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the District Court entered its Order appointing Robb Evans & Associates LLC as the temporary
receiver ("CFTC Initial Receivership Order"). Some of the duties and powers the conferred on
the Receiver in the CFTC Initial Receivership Order include: preserving, holding and managing
all receivership assets and perform all acts necessary to preserve the value of those assets and to
choose and employ attorneys the Receiver "deems advisable or necessary in the performance of
duties and responsibilities" under the order.
6
The Receiver, after seeking the input from the SEC, the CFTC, and investment bankers,
among others, wasted no time in formulating and implementing an initial course of action which
included:
Managing an orderly liquidation of the hedged portfolio;
Identifying, evaluating, and securing the assets of the Westridge Entities,
Walsh, and Greenwood;
Determining the positions carried on the books and records of the
Westridge Entities for the investors;
Performing extensive and detailed forensic accounting on the Westridge
Entities;
Communicating with investors to commence in an effort to understand
their concerns and keep them abreast of the acts be taken by the Receiver;
and
6
On May 22, 2009, the Court entered an order for a preliminary injunction (Document
No. 108) in which it ordered, among other things, that the Receiver should continue to serve in
this proceeding with all of the duties and powers set forth in the CFTC Initial Receivership
Order.
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1295383.1 6
Studying business records and financial documents, and interviewing staff
member of the Westridge Entities to develop an understanding of the
business operations.
During the Second Application Period which covered the period from June 1, 2009
through December 31, 2009, the Receiver continued to implement the directives issued by this
Court in accordance with the Orders appointing the Receiver, which include the following:
Obtaining the Court's approval of a claims verification procedure and a
claims administration procedure, and in this regard, the Receiver is in the
process of verifying individual investor's claim amounts and resolving any
differences;
The negotiation of a comprehensive stipulated protective order to enable
the Receiver to provide documentation to investors so that they may have
an opportunity to review the requested documentation prior to making a
recommendation as to how the funds held by the Receiver should be
distributed;
Providing the Court with a recommendation concerning the release of
funds to by J. Walsh and subsequent negotiation of a line of credit to be
secured by a mortgage on Walsh's Florida residence;
Commencement of the liquidation of various assets owned by Greenwood;
and
Resolution of litigation involving Greenwood and Walsh, including the
negotiation of a tentative settlement involving Delaware Land Associates
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1295383.1 7
(of which Walsh and Greenwood are the limited partners) which may
provide for a substantial benefit to the Receivership Estate.
During the Third Application Period, the Receiver continued with its efforts to implement
the directives issued by this Court in accordance with the Orders appointing the Receiver, which
include the following:
Preparation of a comprehensive Second Receiver's Report filed with the
Court in June 2010, which included a detailed reconciliation of the
complex financial relationship between the receivership entities managed
by Greenwood and Walsh;
Completion of a Stipulated Protective Order which was approved by the
Court, enabling investors to obtain and review thousands of pages of
documentation which they believe is necessary to prepare and analyze a
proposed plan of distribution;
Organization and preparation for a three-day meeting in Los Angeles with
virtually all of the investors in this case, in which the parties engaged in
substantive discussions concerning alternative distribution procedures
aimed at reaching a consensual distribution plan;
Analysis and consideration of potential claims against certain third-party
"winning" investors in order to maximize recovery to investors, including
developing a litigation strategy against certain "winning" investors; and
Continuing with the liquidation of Greenwood's and Walsh's various
assets.
During the Fourth Application Period, the Receiver's activities including the following:
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1295383.1 8
Continuing with the Receiver's efforts to reach a consensual distribution
plan, which included participating in a two-day meeting in New York with
the vast majority of the investors;
Proceeded with the Court-ordered claims administration process, including
reviewing the voluminous investor distribution plans, reviewing the
proposed plan filed by the CFTC and SEC, and commencing with the
analysis and formulation of the Receiver's own distribution plan;
Initiation of litigation against various third-party "winning" investors in
order to maximize recovery to investors; and
Continuing with the liquidation of Greenwood's and Walsh's various
assets, including the completion of an auction of a portion of Greenwood's
personal property collectibles.
During the Fifth Application Period, the Receiver's activities included the following:
Reviewed and analyzed various distribution proposals submitted by the
investors and after consideration of the various proposals, the Receiver
prepared its own distribution plan which was submitted to the Court for
approval. The Court approved the Receiver's proposed plan of distribution
over the objection of various investors, and after defeating an emergency
motion filed by certain investors with the Second Circuit Court of Appeals
for a stay of the distribution, the Receiver disbursed $792,967,822.09 to
the investors, a return to investors of approximately 84.94% of their total
principal balances.
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1295383.1 9
The Receiver proceeded with the litigation against certain third-party
"winning" investors, including reviewing and responding to answers,
motions to dismiss or other pleadings filed in response to the complaints.
The Receiver has also engaged in settlement discussions with many of the
investors. With respect to one "winning" investor, the Receiver was able
to settle a claim without the need for initiating litigation which, after
approval by the Court, will return to the Receivership Estate in October
2011 approximately $21,000,000.00. The settlement of this particular
claim was finally reached with the consensus of the CFTC and SEC, as
well as investors that had previously objected to the terms of an initial
settlement.
Continuing with the liquidation of Greenwood's and Walsh's various
assets. In this regard, the Receiver completed the sale of the Walsh
residence and obtained Court approval for the auction of the remaining
farm equipment at the Grand Central pony farm.
Obtained Court approval of the settlement in the Pulte litigation and
related matters, which may, depending upon the value of certain real
property, result in a substantial return to the Receivership Estate.
During the Sixth Application Period, the Receiver's activities included the following:
Following the distribution to investors by the Receivership Estate in the
sum of $792,967,822.09 in April 2011, the Receiver has engaged in the
process of defending the Court's Distribution Order in response to the
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appeals filed by various WGTC limited partners and the Kern County
Employees' Retirement Association.
The Receiver has assisted in the resolution of various claims against
"winning" investors, including settlement negotiations with Coopers
Industries, Inc., resulting in a recovery to the estate of approximately
$11.9 million, a settlement with the Baptist Healthcare Systems, Inc.,
resulting in a settlement in favor of the estate for approximately $2.1
million, and a settlement with the University at Buffalo Foundation
resulting in a settlement in favor of the estate in the sum of $240,000.00.
The Receiver has also obtained from Continental Assurance Company the
sum of $21.6 million which was paid in October 2011 in accordance with
a previously Court-approved settlement. The Receiver is continuing to
assist counsel in the litigation against other "winning" investors.
Continuing with the liquidation of Greenwoods' various assets. In this
regard, the Receiver completed the sale of the remaining Greenwood
personal property collectibles, completed the auction of the remaining
farm equipment at the Grand Central Pony Farm, and is continuing with
its efforts to sell the various Greenwood residences and the Grand Central
Pony Farm.
During the Seventh Application Period, the Receiver's activities included the following:
The Receiver formulated a second interim distribution plan pursuant to
which the Receiver proposed to distribute $40,000,000.00 to investors and
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1295383.1 11
submitted a motion to the Court for approval of the second interim
distribution plan.
The Receiver assisted in the resolution of various claims against "winning
investors", including a settlement with Intermountain Healthcare which
will provide a recovery to the estate of approximately $5,300,000.00.
The Receiver continued its efforts to liquidate the Greenwoods' various
assets. In this regard, the Receiver inspected the Greenwoods' residences
and the Grand Central Pony Farm, met with Robin Greenwood's counsel
to discuss the sale of the properties, and diligently pursued the sales of the
properties.
During the Eighth Application Period, the Receiver's activities included the following:
The Receiver obtained Court approval of a second interim distribution
plan pursuant to which the Receiver proposed to distribute $40 million to
investors.
The Receiver obtained approval of a motion for authority to sell the Grand
Central Pony Farm and the Greenwoods' remaining residences. The
Receiver has engaged in ongoing discussions and negotiations regarding
the sale of these remaining assets.
The Receiver has continued to assist in litigation and resolution of various
claims against "winning" investors, including the resolution of claims
asserted by James Carder against the estate, as well as claims the estate
holds against Carder as a "winning" investor.
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The Receiver has responded to ongoing discovery requests by various
investors pursuing third party claims against various insurers. In this
regard, the Receiver responded to voluminous documents requests and in
one instance, has had its deposition taken in connection with certain third
party litigation.
During the Ninth Application Period, the Receiver's activities included the following:
Following the decision by the Second Circuit Court of Appeals affirming
the Receiver's distribution plan in this case, the Receiver disbursed $40
million to investors.
The Receiver negotiated a settlement with the Sun America entities, a
"winning" investor in the "clawback litigation", which has resulted in the
payment to the Receivership Estate of $41 million.
The Receiver negotiated and entered into a purchase and sale agreement
for the sale of the Grand Central Pony farm.
The Receiver responded to ongoing discovery requests by various
investors pursuing third party claims against various insurers, including
responding to voluminous document requests. In addition, the Receiver
has responded to document requests in connection with the ongoing
disputes between the CFTC and SEC, on the one hand, and Janet
Schaberg, on the other.
At the end of the First Reporting Period (May 31, 2009), the Receiver had collected
$819,108,775.18. At the end of the Second Application Period (December 31, 2009), the
Receiver had collected total funds of $874,131,988.09. At the end of the Third Application
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1295383.1 13
Period (June 2010), the Receiver had collected total funds of $875,649,715.59. At the end of the
Fourth Application Period (December 31, 2010), the Receiver had collected total funds of
$880,280,472.84. At the end of the Fifth Application Period (June 30, 2011), the Receiver had
collected total funds of $887,919,883.00. At the end of the Sixth Application Period
(December 31, 2011), the Receiver had collected total funds of $910,666,116.56. At the end of
the Seventh Application Period (June 30, 2012), the Receiver had collected total funds of
$934,878,205.21. At the end of the Eighth Application Period, December 31, 2012, the Receiver
had collected total funds of $941,280,581.22. At the end of the Ninth Application Period, June
30, 2013, the Receiver had collected total funds of $946,183,089.01. Notably, as of June 30,
2013, the Receiver had disbursed to investors the sum of $902,462,650.29.
7
The following summarizes the legal services Frandzel provided the Receiver during the
Ninth Application Period:
8
Communicating with counsel for the CFTC and SEC, as well as counsel
for various investors and creditors.
Assisted the Receiver in the disbursement of $40 million to investors
following the Second Circuit Court of Appeals' decision affirming the
Receiver's distribution plan in this case.
Assisting the Receiver in the settlement negotiation and resolution of the
"clawback" claim against the Sun America entities, a "winning" investor,
7
Both the Ninth Application and the Declaration of Brick Kane filed concurrently
herewith provide a more in-depth discussion of the actions taken by the Receiver during the
Ninth Application Period.
8
Both the Ninth Application and the Declaration of Craig A. Welin filed concurrently
herewith provide a more detailed discussion of the legal services Frandzel provided the Receiver
during the Ninth Application Period.
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1295383.1 14
which has resulted in the payment to the Receivership Estate of $41
million.
Assisted the Receiver in the negotiation of documentation of the sale of
the Grand Central Pony farm.
Assisted the Receiver in responding to third party subpoenas issued by
investors and defendants in certain third party litigation brought by
investors against various third parties. In addition, the Receiver responded
to discovery issues pertaining to the ongoing dispute between the CTFC
and SEC, on the one hand, and Janet Schaberg, on the other.
Continuing to monitor the litigation involving the "Sweetwater Project", in
which Walsh is one of the members comprising the ownership entity,
which is the subject of ongoing litigation in Delaware.
The following summarizes the legal services McKenna provided the Receiver in
connection with its activities during the Ninth Application Period:
9
Serving as local litigation counsel to the Receiver through its New York
office.
Continuing to assist the Receiver with its efforts to collect on the
insurance policies issued to the Westridge Entities.
Assisting the Receiver in the resolution of the claim against the Sun
America entities, which as noted above, has resulted in the payment to the
Receivership Estate of $41 million. McKenna was involved in the
9
Both the Ninth Application and the Declaration of Gary Owen Caris filed concurrently
herewith provide a more detailed discussion of the legal services rendered by McKenna during
the Ninth Application Period.
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preparation and review of the settlement documentation, as well as the
motion to approve the settlement agreement.
Assisted the Receiver in all aspects of the pending sale of the Grand
Central Pony farm, including the negotiation and drafting of the purchase
and sale agreement, tax issues, title issues, and virtually all other issues
pertaining to the sale of the pony farm.
The following summarizes the legal services Silverman provided the Receiver in
connection with its activities during the Ninth Application Period:
10
Assisted the Receiver in pursuing claims against Zephyros and Credit
Suisse, a "winning" investor in ongoing "clawback" litigation.
II. LEGAL DISCUSSION OF THE FACTORS TO BE CONSIDERED BY THE
COURT IN AWARDING FEES
The CFTC Interim Order states:
The Receiver and all personnel hired by the Receiver as herein authorized,
including counsel to the Receiver, are entitled to reasonable compensation for the
performance of duties pursuant to this Order ad for the cost of actual out-of-
pocket expenses incurred by them, from the assets now held by, or in the
possession or control of, or which may be received by the Defendants or Relief
Defendants.
While the SEC Interim Order states:
IT IS FURTHER ORDERED that the Defendants shall pay the reasonable
costs, fees and expenses of the receiver incurred in connection with the
performance of his duties described herein, including, but not limited to, the
reasonable costs, fees and expenses of all persons who may be engaged or
employed by the receiver to assist him in carrying out his duties and obligations.
10
Both the Ninth Application and the Declaration of David J. Mahoney filed concurrently
herewith provide a more detailed discussion of the legal services rendered by Silverman during
the Ninth Application Period.
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Applicable case law on equity receiverships sets forth the standards for approving
compensation paid to a Receiver and his counsel. Under the case law, the District Court has
discretion to determine compensation to be awarded to a court-appointed equity receiver and his
or her counsel and may consider "all of the factors involved in a particular receivership" in
determining the appropriate fee, Securities & Exchange Comm'n v. Byers, 590 F. Supp. 2d 637,
644 (S.D.N.Y. 2008) (citing Gaskill v. Gordon, 27 F.3d 248, 253 (7
th
Cir. 1994)). Although
some authority, including judicial opinions in other cases and legal treatises, may provide
"convenient guidelines," a receivership is a "unique situation [that] renders direct reliance on
precedent impossible." Securities & Exchange Comm'n v. W.L. Moody & Co., 374 F. Supp. 465,
480 (S.D. Tex. 1974), aff'd 519 F.2d 1087 (5
th
Cir. 1975).
In allowing counsel fees in Securities Act receiverships, a court "will consider…the
complexity of problems faced, the benefit to the Receivership Estate, the quality of work
performed, and the time records presented." Securities & Exchange Comm'n v. Fifth Ave. Coach
Lines, Inc., 364 F. Supp. 1220, 1222 (S.D.N.Y 1973); see also Moody, 374 F. Supp. at 485
(stating that a "basic consideration is the nature and complexity of the legal problems confronted
and the skill necessary to resolve them"); United States v Code Prods., 362, F. 2d 669, 673 (3
rd
Cir. 1966) (stating that a court should consider the time, labor, and skill required (but not
necessarily expended); the fair value of such time, labor and skill; the degree of activity; the
dispatch with which the work is conducted; and the result obtained). A "significant factor is the
amount of money involved" in the receivership. Moody, at 486. In essence, a receiver's legal
fees "must be reasonable in light of the services rendered by counsel and the amount of property
held in the receivership." Gasser v. Infanti Int'l, Inc., 358 F. Supp. 2d 176, 182 (E.D.N.Y. 2005)
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1295383.1 17
While "[r]esults are always relevant," the quality of a result should be measured by more
than just an increase in monetary value. Securities & Exchange Comm'n v. Elliott, 953 F.2d
1560, 1577 (11
th
Cir. 1992), quoting Moody, 374 F. Supp. at 480. ("Even though a receiver may
not have increased, or prevented a decrease in, the value of the collateral, if a receiver reasonably
and diligently discharges his duties, he is entitled to compensation.") Obviously, overall results
can be determined only at the conclusion of the case, but the continued progress made by the
Receiver during the Ninth Application Period amply demonstrates the diligence and
thoroughness with which the Receiver and counsel approach their work and the substantial
benefit, both financial and intangible, that flowed from that work.
Moreover, "[t]ime spent cannot be ignored." Moody, 374 F. Supp. at 483. This is
particularly true when the dimension and complexity of a receivership prevent counsel from
taking on other full time assignments. Id. at 483-486 (describing the efforts of the receiver
counsel's in the difficult task of determining ownership and disposability of a bank's assets and
the high priority given to the matter by counsel).
Under these standards, the Receiver, Frandzel, McKenna and Silverman believe that the
amount of fees and reimbursement of expenses sought in the Ninth Application are plainly
reasonable. During the Ninth Application Period, the Receiver has continued to pursue the
primary objectives of the Receivership Estate, namely, distribution of funds to the rightful
investors as quickly as possible. In this regard, during the Ninth Application Period, the
Receiver disbursed to investors the sum of $40 million after the Receiver received from the
Second Circuit Court of Appeals a decision approving in its entirety the Receiver's distribution
plan for this case. The Receiver also continued to pursue claims against "winning" investors,
which have resulted in substantial settlements against these investors, including a resolution of
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1295383.1 18
claims against the Sun America entities which has resulted in a $41 million payment to the
Receivership Estate. In addition, the Receiver has continued to assist investors as they pursue
claims against various third parties, including responding to discovery propounded in connection
with those third party actions. Clearly, the Receiver's efforts during this Ninth Application
Period have resulted in a tremendous benefit to all investors.
All of the work billed in the various categories was geared to an orderly administration of
the estate in the most expeditious manner. As can been seen from the Invoices attached to the
declarations of Brick Kane, Craig A. Welin, Gary Owen Caris, and David J. Mahoney, a
thoughtful approach was given to all tasks undertaken and was arduously supervised. When
possible, the duplication of tasks was avoided and when it was necessary for duplicative work to
be done (e.g. reviewing court orders, meetings amongst attorneys), often times the work of only
one professional has been charged. Considering the complexity and quantity of the issues the
Receiver had to address during this case, the fees of the Receiver, Frandzel, McKenna and
Silverman are justified and reasonable.
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III. CONCLUSION
Based on the foregoing, as well as the information in the Ninth Fee Application, and the
declarations of Brick Kane, Craig A. Welin, Gary Owen Caris, and David J. Mahoney, the
Receiver, Frandzel, McKenna and Silverman respectfully request that the Court grant the Ninth
Fee Application.
Dated: November 8, 2013
/s/ Craig A. Welin
Craig A. Welin, Esq.
Admitted Pro Hac Vice in the United States District
Court-Southern District of New York
FRANDZEL ROBINS BLOOM & CSATO, L.C.
6500 Wilshire Boulevard, 17th Floor
Los Angeles, California 90048-4920
Telephone: (323) 852-1000
Facsimile: (323) 651-2577
E-mail: cwelin@frandzel.com
Co-Counsel for Receiver
Robb Evans & Associates LLC
-and-
Gary Owen Caris, Esq.
Lesley Anne Hawes, Esq.
Admitted Pro Hac Vice in the United States District
Court-Southern District of New York
MCKENNA LONG & ALDRIDGE LLP
300 South Grand Avenue, 14
th
Floor
Los Angeles, California 90071-3124
Telephone: (213) 688-1000
Facsimile: (213) 243-6330
E-mail: gcaris@mckennalong.com
E-mail: lhawes@mckennalong.com
Co-Counsel for Receiver
Robb Evans & Associates LLC
Intentional page break, signature block continues on page 19.
Case 1:09-cv-01750-GBD Document 683 Filed 11/08/13 Page 19 of 20
1295383.1 20
-and-
Christopher F. Graham, Esq.
MCKENNA LONG & ALDRIDGE LLP
230 Park Avenue, Suite 1700
New York, NY 10169
Telephone: (212) 922-1800
Facsimile: (212) 922-1819
E-mail: cgraham@mckennalong.com
Co-Counsel for Receiver
Robb Evans & Associates LLC
Case 1:09-cv-01750-GBD Document 683 Filed 11/08/13 Page 20 of 20
