Free Motion for Disbursement of Funds - District Court of Colorado - Colorado

Case 1:01-cv-00645-JLK

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EXHIBIT B SUMMARY OF BILLINGS April 1, 2007 through June 30, 2007

I.

CASE BACKGROUND

On October 26, 2005, the Court appointed Patten, MacPhee & Associates, Inc. of Denver, Colorado (the "Receiver") as a receiver in the civil action brought by the United States Securities and Exchange Commission ("SEC") against Kenneth Roy Weare a/k/a Roy Weaver, J & K Global Marketing Corporation and AAA-Auction.com, Inc. ("Defendants"). According to the Order Appointing Receiver dated October 26, 2005, The Receiver was appointed by the Court to: · Create a contact list for soliciting claims from investors, using an Access database containing approximately 48,415 record lines of historical investor information; Compare the Access database to summaries of deposit items for several bank accounts located in the United States, Luxembourg and Canada listing investors' names and identification numbers, in order to make a determination as to which investors made deposits and received monies in order to identify the full group of potential claimants; Devise an efficient and comprehensive method of establishing the current location of the approximately 23,000 investors estimated by the SEC; Establish a claims procedure by determining the form of notice to be sent to investors and the information to be submitted by investors to establish their claims, the length of time for investors to submit claims and the necessary proof investors must submit to support each claim; Give notice to investors to begin the claims process through email and other communications, including postal mail to investors without valid email addresses, as well as develop the necessary tools, such as a website, for collecting data from potential claimants; Receive claims from investors and evaluate the validity of claims; Prepare a distribution proposal assigning investors a pro rata share of funds collected after costs of the distribution plan have been deducted and submit the distribution proposal to the Court for approval;

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SEC v. J&K Global Marketing Corp., et al. Exhibit B, Summary of Billings April 1, 2007 through June 30, 2007 Page 2 · Give notice to claimants of the process to contest the final distribution plan; and, Administer the distribution of funds from the registry of the Court in coordination with the Clerk's office and prepare any tax forms related to interest earned on the funds to be distributed.

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II.

SCOPE OF ACTIVITIES AND RELATED PROFESSIONAL FEES

This is the Receiver's seventh application for professional fees and expenses. Detailed descriptions of the activities undertaken by the Receiver since its appointment through the end of the period preceding that covered by this fee application are provided in the Receiver's quarterly reports for the calendar quarters ended December 31, 2005, March 31, 2006, June 30, 2006, September 30, 2006, December 31, 2006, and March 31, 2007. Prior to the beginning of the calendar quarter covered by this fee application, the Receiver had received a total of 1,863 timely-filed claims from investors in J&K Global Marketing Corporation ("J&K Global") and AAA-Auction.com, Inc. ("AAA-Auction.com"). Those claims represented approximately 4,600 investments in J&K Global and at least 22 investments in AAA-Auction.com. The total amount claimed was approximately $5.025 million. In addition, the Receiver had received approximately 50 Late-Filed Claims, as that term is defined in the Receiver's Unopposed Motion to Establish Procedures and Deadline for Filing Claims, to Approve Manner of Notice to Potential Claimants, and to Establish Claims Review Procedures ("Motion to Establish Procedures"). During the calendar quarter covered by this fee application, the Receiver received an additional 47 Late-Filed Claims from investors in J&K Global and 1 additional Late-Filed Claim from an investor in AAAAuction.com. These additional claims represented at least 123 investments and totaled approximately $118,000. During the calendar quarter covered by this fee application, the Receiver's staff, among other things: ! ! Prepared and submitted to the Court the Receiver's Sixth Quarterly Report for the Quarter Ended March 31, 2007. Completed its review and consideration of 1,866 claims, after eliminating a substantial number of duplicate claims and/or consolidating certain claims for administrative convenience.

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SEC v. J&K Global Marketing Corp., et al. Exhibit B, Summary of Billings April 1, 2007 through June 30, 2007 Page 3 ! Sent a Determination Notice to all claimants. Details concerning the number and amount of claims allowed/disallowed can be found in the Receiver's Seventh Quarterly Report for the Quarter Ended June 30, 2007 ("Seventh Quarterly Report"), filed with the Court on July 11, 2007. Received 149 requests for reconsideration from claimants disputing the amount of their claim allowed/disallowed by the Receiver. Discovered through investigation and analysis that certain payments to J&K Global investors reflected in the transaction database obtained by the SEC during its investigation did not, in fact, occur. To preserve accuracy and fairness in the claims process, the Receiver re-considered and confirmed through bank records all claims previously disallowed by the Receiver, in whole or in part, based on information contained in the transaction database. As a result of those efforts, the Receiver sent a Corrected Determination Notice to 56 claimants, who had not requested reconsideration of their claims, on June 20, 2007. Adjustments related to claims for which reconsideration had been requested by the claimant were made in the Final Determination Notices, discussed below. Reconsidered each of the 149 claims for which the claimant had sought reconsideration. As a result of these "de novo reviews" by the Receiver, the amount allowed by the Receiver was increased with respect to 101 claims. On June 29, 2007, sent a Final Determination Notice to the 149 claimants who had sought reconsideration of the Receiver's prior disallowance of all or part of their claims. Responded to a substantial number of e-mails, telephone calls and other communications from claimants regarding the validity of their claims, as well as the status and procedures of the claims administration process. During the period covered by this fee application, the Receiver also updated its website regularly to include FAQs and other information regarding the claims administration process and the status of this matter. Sent a status report to all claimants on June 30, 2007, informing them of the Receiver's completion of its review and reconsideration of all claims submitted before that date.

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SEC v. J&K Global Marketing Corp., et al. Exhibit B, Summary of Billings April 1, 2007 through June 30, 2007 Page 4 For all intents and purposes, the Receiver has substantially completed the claims administration phase of this receivership at this time. In preparing this fee application, the Receiver noted that the total time spent by the Receiver's staff responding to e-mails and telephone calls or otherwise communicating with investors during this receivership, 548.2 hours, has been greater than the total time spent reviewing, validating and administering claims, 538.1 hours. All other categories, together, total 204.7 hours, for an aggregate total of 1,291.0 hours. Since January 1, 2007, 152.1 hours, or 11.8% of the total hours incurred by the Receiver's employees, have been recorded as no charge ("NC"). That total includes at least 61.4 hours of communications with investors. In addition, Leslie A. Patten has continued to oversee this matter, but has not charged the receivership estate for his time. For the three-month period from April 1, 2007 through June 30, 2007, the Receiver requests the payment of its professional fees in the amount of $35,550.00 and the reimbursement of its out-of-pocket expenses in the amount of $9,188.67. To date, the Court has approved payment to the Receiver of $145,987.50 for professional fees and $59,038.63 for reimbursement of the Receiver's out-of-pocket expenses. In its Fifth Application for Fees and Expenses dated January 31, 2007, the Receiver estimated its fees and out-of-pocket expenses, going forward from December 31, 2006, would total between $40,000 and $60,000. Although the Receiver appeared to be ontarget to complete this project within that range at the end of March 2007, the amounts requested in this quarterly fee application will cause that estimate to be exceeded. That result is due, in large part, to the additional time needed to process the more complex claims and the $7,287.50 of fees, this quarter alone, related to communications with investors. For the three-month period covered by this fee application, the Receiver's staff recorded 309.8 hours of service. It should be noted that Included in those total hours are 20.6 hours incurred by the Receiver's staff that were recorded as no charge ("N/C"). These no-charge hours are primarily related to the extra hours necessitated by the Receiver's reconsideration of and confirmation through bank records all claims previously disallowed by the Receiver, in whole or in part, based on information contained in the transaction database obtained by the SEC in its investigation. As a result, the effective hourly rate requested by the Receiver in this fee application is $114.75. A breakdown, by category, of the Receiver's hourly charges for this fee application and all previous applications follows:

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SEC v. J&K Global Marketing Corp., et al. Exhibit B, Summary of Billings April 1, 2007 through June 30, 2007 Page 5 Communication and/or Reports to the Court Hours billed in this category relate to the preparation, review, revision and submission of quarterly reports to the Court that present and discuss the Receiver's activities for the quarter. Current Application Biller John Paul Anderson Michael D. Burns Eileen K. Leslie Stephanie L. Katz Jan L. Loser Leslie A. Patten Carolyn J. Pharis Totals Rate $250 $250 $125 $100 $100 $375 $50 Hours 0.0 5.0 0.0 0.0 0.0 0.0 0.0 5.0 Fees $0.00 $1,250.00 $0.00 $0.00 $0.00 $0.00 $0.00 $1,250.00 Previous Applications Hours 8.5 19.4 0.0 0.0 0.0 0.0 0.0 27.9 Fees $2,125.00 $3,225.00 $0.00 $0.00 $0.00 $0.00 $0.00 $5,350.00

Cumulative Hours 8.5 24.4 0.0 0.0 0.0 0.0 0.0 32.9 Fees $2,125.00 $4,475.00 $0.00 $0.00 $0.00 $0.00 $0.00 $6,600.00

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SEC v. J&K Global Marketing Corp., et al. Exhibit B, Summary of Billings April 1, 2007 through June 30, 2007 Page 6 Communication and/or Meeting with the SEC Included in the hours billed in this category are meetings and telephone conferences with attorneys and/or other staff at the SEC. These meetings pertain to the SEC's investigation into the fraud engaged in by the Defendants, the SEC's steps in recovering data related to the fraud, and the Receiver gaining an understanding of the work completed by the SEC in conjunction with this matter.

Current Application Biller John Paul Anderson Michael D. Burns Eileen K. Leslie Stephanie L. Katz Jan L. Loser Leslie A. Patten Carolyn J. Pharis Totals Rate $250 $250 $125 $100 $100 $375 $50 Hours 0.0 3.1 0.0 0.0 0.0 0.0 0.0 3.1 Fees $0.00 $775.00 $0.00 $0.00 $0.00 $0.00 $0.00 $775.00

Previous Applications Hours 8.4 11.5 0.0 0.0 0.0 0.0 0.0 19.9 Fees $2,100.00 $2,625.00 $0.00 $0.00 $0.00 $0.00 $0.00 $4,725.00

Cumulative Hours 8.4 14.6 0.0 0.0 0.0 0.0 0.0 23.0 Fees $2,100.00 $3,400.00 $0.00 $0.00 $0.00 $0.00 $0.00 $5,500.00

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SEC v. J&K Global Marketing Corp., et al. Exhibit B, Summary of Billings April 1, 2007 through June 30, 2007 Page 7 Project Planning and Coordination Included in the hours billed in this category are meetings and telephone conferences pertaining to establishing a framework for notifying and collecting information regarding potential claimants, receiving claims, validating claims and preparing a proposed plan of distribution for the Court. Current Application Biller John Paul Anderson Michael D. Burns Eileen K. Leslie Stephanie L. Katz Jan L. Loser Leslie A. Patten Carolyn J. Pharis Totals Rate $250 $250 $125 $100 $100 $375 $50 Hours 0.0 5.9 0.0 0.0 0.0 0.0 0.0 5.9 Fees $0.00 $1,475.00 $0.00 $0.00 $0.00 $0.00 $0.00 $1,475.00 Previous Applications Hours 34.9 60.0 0.0 3.5 7.7 0.0 0.5 106.6 Fees $8,225.00 $8,500.00 $0.00 $350.00 $770.00 $0.00 $25.00 $17,870.00

Cumulative Hours 34.9 65.9 0.0 3.5 7.7 0.0 0.5 112.5 Fees $8,225.00 $9,975.00 $0.00 $350.00 $770.00 $0.00 $25.00 $19,345.00

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SEC v. J&K Global Marketing Corp., et al. Exhibit B, Summary of Billings April 1, 2007 through June 30, 2007 Page 8 Communication and/or Meeting with Counsel for the Receiver Included in the hours billed in this category are meetings and telephone conferences with the Receiver's attorney. These meetings and telephone calls relate to the preparation for procedural motions for the claims process and all relevant court filings required to establish the claims process and procedures. Also included in this category were discussions related to the basis for consolidation of the entity defendants, J&K Global Marketing Corporation and AAA-Auction.com, Inc.

Current Application Biller John Paul Anderson Michael D. Burns Eileen K. Leslie Stephanie L. Katz Leslie A. Patten Carolyn J. Pharis Totals Rate $250 $250 $125 $100 $375 $50 Hours 0.00 1.50 0.00 0.00 0.00 0.00 1.50 Fees $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00

Previous Applications Hours 3.75 3.50 0.00 0.00 0.00 0.00 7.25 Fees $937.50 $875.00 $0.00 $0.00 $0.00 $0.00 $1,812.50

Cumulative Hours 3.75 5.00 0.00 0.00 0.00 0.00 8.75 Fees $937.50 $875.00 $0.00 $0.00 $0.00 $0.00 $1,812.50

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SEC v. J&K Global Marketing Corp., et al. Exhibit B, Summary of Billings April 1, 2007 through June 30, 2007 Page 9 Communication and/or Meeting with Investors Included in the hours billed in this category are review and responses to email questions sent to the Receiver by investors, as well as listening and responding, via email, to voicemails left for the Receiver. Also included in this category are unsolicited phone calls from investors answered by representatives of the Receiver. This category primarily captures time spent locating, soliciting registrations, and updating contact information for potential claimants. Time spent communicating with investors related to their particular claimed amount is recorded in the "Claims Administration" category summarized later in this exhibit. Current Application Biller John Paul Anderson Michael D. Burns Eileen K. Leslie Stephanie L. Katz Leslie A. Patten Carolyn J. Pharis Totals Rate $250 $250 $125 $100 $375 $50 Hours 0.00 12.50 0.00 50.50 0.00 11.50 74.50 Fees $0.00 $3,125.00 $0.00 $3,787.50 $0.00 $375.00 $7,287.50 Previous Applications Hours 13.50 61.40 0.00 332.40 0.00 66.40 473.70 Fees $3,000.00 $12,500.00 $0.00 $28,452.50 $0.00 $2,790.00 $46,742.50

Cumulative Hours 13.50 73.90 $0.00 382.90 0.00 77.90 548.20 Fees $3,000.00 $15,625.00 $0.00 $32,240.00 $0.00 $3,165.00 $54,030.00

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SEC v. J&K Global Marketing Corp., et al. Exhibit B, Summary of Billings April 1, 2007 through June 30, 2007 Page 10 Identification of Investors Appearing on the FBI/DOJ Restitution List This category contains time spent on cross-referencing the restitution list created pursuant to Mr. Weare's plea agreement to the database of potential claimants provided to the Receiver by the SEC. The Department of Justice requested that the Receiver account for any funds disbursed which may reduce the restitution amounts due from Mr. Weare and to report back to them once the final distribution amounts are determined. No time was incurred for this activity during the period covered by this fee application. Current Application Biller John Paul Anderson Michael D. Burns Eileen K. Leslie Stephanie L. Katz Leslie A. Patten Carolyn J. Pharis Totals Rate $250 $250 $125 $100 $375 $50 Hours 0.00 0.00 0.00 0.00 0.00 0.00 0.00 Fees $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Previous Applications Hours 0.00 0.00 0.00 19.70 0.00 1.75 21.45 Fees $0.00 $0.00 $0.00 $1,970.00 $0.00 $87.50 $2,057.50

Cumulative Hours 0.00 0.00 0.00 19.70 0.00 1.75 21.45 Fees $0.00 $0.00 $0.00 $1,970.00 $0.00 $87.50 $2,057.50

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SEC v. J&K Global Marketing Corp., et al. Exhibit B, Summary of Billings April 1, 2007 through June 30, 2007 Page 11 Website and/or Database Development and Testing Included in the hours billed in this category are meetings and telephone conferences with the website and database developers. These discussions related to the data to be captured from the potential claimant pool, validation of such data, the establishment of user names and passwords of individuals and entities contained in the database seized by the SEC during its investigation. Also included is time spent preparing narrative for the website and designing, formatting and implementation of the screens to be placed on the website. No time was incurred for this activity during the period covered by this fee application.

Current Application Biller John Paul Anderson Michael D. Burns Eileen K. Leslie Stephanie L. Katz Jan L. Loser Leslie A. Patten Carolyn J. Pharis Totals Rate $250 $250 $125 $100 $100 $375 $50 Hours 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 Fees $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00

Previous Applications Hours 11.1 18.3 0.0 6.6 0.0 0.0 0.0 36.0 Fees $2,775.00 $4,575.00 $0.00 $660.00 $0.00 $0.00 $0.00 $8,010.00

Cumulative Hours 11.1 18.3 0.00 6.6 0.0 0.0 0.0 36.0 Fees $2,775.00 $4,575.00 $0.00 $660.00 $0.00 $0.00 $0.00 $8,010.00

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SEC v. J&K Global Marketing Corp., et al. Exhibit B, Summary of Billings April 1, 2007 through June 30, 2007 Page 12 Communications - Miscellaneous Hours billed in this category relate to communications meetings with parties other than counsel and investors, such as vendors or suppliers. No time was incurred for this activity during the period covered by this fee application.

Current Application Biller John Paul Anderson Michael D. Burns Eileen K. Leslie Stephanie L. Katz Jan L. Loser Leslie A. Patten Carolyn J. Pharis Totals Rate $250 $250 $125 $100 $100 $375 $50 Hours 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 Fees $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00

Previous Applications Hours 1.2 4.6 0.0 0.0 0.3 0.0 0.0 6.1 Fees $300.00 $1,150.00 $0.00 $0.00 $30.00 $0.00 $0.00 $1,480.00

Cumulative Hours 1.2 4.6 0.0 0.0 0.3 0.0 0.0 6.1 Fees $300.00 $1,150.00 $0.00 $0.00 $30.00 $0.00 $0.00 $1,480.00

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SEC v. J&K Global Marketing Corp., et al. Exhibit B, Summary of Billings April 1, 2007 through June 30, 2007 Page 13 Database Verification and Analysis ­ Bank Account Activity Hours billed in this category relate to the compilation, verification, and ongoing analysis and modification of an electronic database created from various MS Excel workbooks and spreadsheets prepared by the SEC based on its review and analysis of bank account statements and enclosures by the either seized from the Defendants or directly subpoenaed from the banks. Also included in this category is the review of source documents related to the validation and supplementation of this database. No time was incurred for this activity during the period covered by this fee application.

Current Application Biller John Paul Anderson Michael D. Burns Eileen K. Leslie Stephanie L. Katz Jan L. Loser Leslie A. Patten Carolyn J. Pharis Totals Rate $250 $250 $125 $100 $100 $375 $50 Hours 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 Fees $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00

Previous Applications Hours 63.0 0.0 0.0 0.0 0.0 0.0 1.3 64.3 Fees $15,750.00 $0.00 $0.00 $0.00 $0.00 $0.00 $65.00 $15,815.00

Cumulative Hours 63.0 0.0 0.0 0.0 0.0 0.0 1.3 64.3 Fees $15,750.00 $0.00 $0.00 $0.00 $0.00 $0.00 $65.00 $15,815.00

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SEC v. J&K Global Marketing Corp., et al. Exhibit B, Summary of Billings April 1, 2007 through June 30, 2007 Page 14 Database Verification and Analysis ­ Investor Related Activity Hours billed in this category relate to the verification and ongoing analysis and maintenance of an electronic database seized from the Defendants which contains an accounting of cash deposits and withdrawals as well as contact and identification information of investors. Also included in this category is the review of documents related to the validation and supplementation of this database. No time was incurred for this activity during the period covered by this fee application.

Current Application Biller John Paul Anderson Michael D. Burns Eileen K. Leslie Stephanie L. Katz Jan L. Loser Leslie A. Patten Carolyn J. Pharis Totals Rate $250 $250 $125 $100 $100 $375 $50 Hours 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 Fees $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00

Previous Applications Hours 34.0 9.9 0.0 0.0 0.0 0.0 0.0 43.9 Fees $8,500.00 $2,475.00 $0.00 $0.00 $0.00 $0.00 $0.00 $10,975.00

Cumulative Hours 34.0 9.9 0.0 0.0 0.0 0.0 0.0 43.9 Fees $8,500.00 $2,475.00 $0.00 $0.00 $0.00 $0.00 $0.00 $10,975.00

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SEC v. J&K Global Marketing Corp., et al. Exhibit B, Summary of Billings April 1, 2007 through June 30, 2007 Page 15 Claims Administration Time included in this category relates to the establishment of the time period and procedures for investors to submit their claims, the procedures to be followed by the Receiver in allowing/disallowing claims and the process for investors to appeal any claims disallowed by the Receiver. Also included is time spent preparing and filing with the Court the Motion to Establish Procedures, Claims Bar Date Notice and proposed Proof of Claim Form; updating the Receiver's website to notify investors of the claims process; sending a broadcast email and mailing paper Proof of Claim forms to investors who had provided the Receiver with their current contact information; and, during the period covered by this fee application, reviewing and allowing/disallowing (in whole or in part) each claim submitted to the Receiver. Current Application Biller John Paul Anderson Michael D. Burns Eileen K. Leslie Stephanie L. Katz Leslie A. Patten Carolyn J. Pharis Totals Rate $250 $250 $125 $100 $375 $50 Hours 0.00 65.60 1.00 146.10 0.00 7.10 219.80 Fees $0.00 $13,500.00 $125.00 $10,957.50 $0.00 $180.00 $24,762.50 Previous Applications Hours 49.90 68.70 16.50 124.70 0.00 58.50 318.30 Fees $4,100.00 $13,250.00 $2,062.50 $9,462.50 $0.00 $2,275.00 $31,150.00

Cumulative Hours 49.90 134.30 17.50 270.80 0.00 65.60 538.10 Fees $4,100.00 $26,750.00 $2,187.50 $20,420.00 $0.00 $2,455.00 $55,912.50

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SEC v. J&K Global Marketing Corp., et al. Exhibit B, Summary of Billings April 1, 2007 through June 30, 2007 Page 16 III. SUMMARY OF PROFESSIONAL FEES A list of the names and hourly rates of all professionals and para-professionals who billed time on this matter is contained at Exhibit A. Attachment 1 contains a summary of professional fees in chronological order by month, and includes detail by biller and by category for the period April 1, 2007 through June 30, 2007. As set forth in Attachment 1, the Receiver is requesting the payment of $35,550.00 for 309.8 hours of services, which represents an effective hourly rate of $114.75. IV. SUMMARY OF EXPENSES Attachment 2 contains a detailed listing of expenses by category for the period April 1, 2007 through June 30, 2007. V. CONCLUSION The Receiver believes that the requested fees and expenses were reasonable and necessary to complete the tasks required and discharge its duties in this matter. The Receiver has charged reasonable rates based upon the customary compensation charged by comparably skilled professionals charged with similar fiduciary duties. Further, the Receiver believes the requested fees and expenses were reasonable and necessary considering the complexity of the issues involved. The Receiver has reviewed this summary of billings to ensure that it accurately reflects the fees and outof-pocket expenses incurred by the Receiver.