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Mitch Fine MF Global Customer 4575 San Pablo Avenue Emeryville, CA 94608-3325 510-735-0905 Mitchfine@hotmail.com

December 6, 2011

Honorable Martin Glenn United States Bankruptcy Court Courtroom 501 One Bowling Green New York, N.Y. 10004

In re: MF Global Inc., Debtor Case No. 11-2790(MG)SIPA PETITIONER MITCH FINES OBJECTION TO TRUSTEES APPLICATION FOR ENTRY OF AN ORDER REGARDING DISINTERESTEDNESS OF THE TRUSTEE AND COUNSEL TO THE TRUSTEE Doc. #45: Doc. #435: Doc. #509: In re: James W. Giddens Application as Trustee for Debtor MF Global, Inc. Petitioner Mitch Fines Objection to Trustees Application for Entry of an Order Regarding Disinterestedness of the Trustee and Counsel to the Trustee Supplemental Declaration of James B. Kobak, Jr. Regarding Disinterestedness

Dear Judge Glenn: INTRODUCTION On November 15, 2011, Mr. James B. Kobak, Jr. filed: TRUSTEES APPLICATION FOR ENTRY OF AN ORDER REGARDING DISINTERESTEDNESS OF THE TRUSTEE AND COUNSEL TO THE TRUSTEE In re: MF Global Inc., Case No 11-2790 (MG) SIPA . On November 22, 2011, in response to Mr. Kobak, Jr.'s Application [reference to Mr. Kobak Jr. shall include Mr. Giddens and Hughes Hubbard Reed (HHR)], MF Global Customer Mitch Fine, Petitioner, filed an OBJECTION TO TRUSTEE'S APPLICATION stating inter alia that Mr. Kobak, Jr.'s disclosure did not conform to Federal Rule of Bankruptcy Procedure 2014(a).

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On 11-29-11 Mr. Kobak, Jr. in response to Judge Glenn's order to do so, filed a Supplemental Disclosure on behalf of himself, Mr. Giddens and HHR. This present letter to the Honorable Judge Glenn, United States Bankruptcy Court, Southern District of New York (Court), is Petitioner's response to Mr. Kobak, Jr.'s Supplemental Disclosure filing. Once again it is Petitioner's contention that Mr. Kobak, Jr., Mr. Giddens and HHR have not presented the Court with sufficient 2014(a) disclosures with respect to MF Global's creditors who are HHR clients, and for that reason should be ordered to augment their Supplemental Disclosure, or in addition, or in the alternative, be subject to sanctions including disqualification as set forth in the Bankruptcy Code. Also, to the extent Mr. Kobak, Jr.'s Supplemental Disclosure does provide new information, it discloses an actual conflict between the debtor MF Global Inc. (MFG) and debtor's independent auditor PricewaterhouseCooper (PwC).

FACT SUMMARY Mr. Kobak, Jr. in his initial Application claimed no 15 U.S.C. 78eee(b)6 conflict. In that same application to the Court, Mr. Kobak. Jr. stated, "the Trustee and his counsel recognize and intend to fulfill their obligation to make timely and complete disclosures of disinterestedness." In his Supplemental Declaration, however, Mr. Kobak, Jr. for the first time disclosed applicant's connection to J.P. Morgan (JPM) and to PwC. Mr. Kobak, Jr., despite the potential penalties imposed even for inadvertent non-disclosure per F.R.Bankr.P. 2014 (a), makes no effort to explain these omissions to the Court. Mr. Kobak, Jr.'s Supplemental Declaration provides some limited information regarding percentage of revenue with respect to JPM and PwC, a generality about JPMC returning $860 million to the Lehman Brothers Inc. (LBI) estate (no mention is made as to what percentage of the total claims this sum represented) and an alleged adversarial relationship with PwC UK in Lehman. With respect to JPM, Mr. Kobak, Jr. also states that "Only one representation referenced in the Objection occurred after 2008. All other representations referenced in the Objection occurred in 2005 or 2006." Presumably on this basis, supported by standard boiler plate, Mr. Kobak, Jr. once again concludes applicant has no 15 U.S.C. 78eee(b) 6 conflicts. Mr. Kobak, Jr's Supplemental disclosure is completely silent on any other MFG creditors HHR has represented or currently represents, despite the billions of dollars of legal work set out with respect to these same MFG creditors on HHR's website.

STATEMENT OF KEY FACTS On or about June 29, 2011, MFG executed a $300,000,000 Revolving Credit Facility with the following financial institutions: CITIGROUP GLOBAL MARKETS INC.; BANK OF AMERICA. N.A; MERRILLYNCH, PIERCE, FENNER & SMITH INCORPORATED.

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Other loans including a second supplemental indenture in favor of Deutsche Bank Trust Company total over $1,000,000,000 (One billion dollars). These same creditors appear prominently throughout HHR's website touting HHR's connection to each and the nature of the representation offered. These various representations, some of which are included below, represent multiples of billions of dollars in transactions. (See Exhibit A.)

STATEMENT OF LAW Securities Investor Protection Act (SIPA) liquidation is conducted not only in accordance with, but as though it were being conducted under, specified chapters and subchapters of the Bankruptcy Code to the extent consistent with SIPA 78fff (b). To the extent consistent with the provisions of this chapter, a liquidation proceeding shall be conducted in accordance with, and as though it were being conducted under chapters 1, 3, and 5 and subchapters I and II of chapter 7 of Title 11. SIPA 78fff(b). Mr. Kobak, Jr. acknowledges in his APPLICATION of November 7, 2011, that, "SIPA operates in conjunction with the Bankruptcy Code and the Federal Rules of Bankruptcy Procedure, which also require disinterestedness, and require disclosures of disinterestedness by the Trustee and his counsel under Bankruptcy Code 327(a) and Federal Rule of Bankruptcy Procedure 2014(a) to be timely and complete. See Rome v. Braunstein, 19F.3d 54, 59 (1st Cir. 1994)." Holding 2014(a) consistent with the provisions of SIPA is not only in accord with HHR's own Application for Entry of an Order Regarding Disinterestedness in MFG but is also consistent with Mr. Kobak, Jr.'s Application on behalf of HHR and Mr. Giddens in Lehman Bros Inc. A finding that 78eee(b) and 2014(a) are consistent is also in accord with Baker & Hostetler's SIPA Trustee Application in the Bernard Madoff Bankruptcy case. "Court entered order Regarding Disinterestedness of the Trustee and Counsel to the Trustee (Docket No 69), finding that the Trustee and B& H are disinterested pursuant to the provisions section 78eee(b)(6) of SIPA, section 327(a) of 11 U.S.C. Sections, 101 et seq. ("the Bankruptcy Code") and Federal Rule of Bankruptcy Procedure ("Bankruptcy Rule") 2014 (a) and are therefore in compliance with the disinterestedness requirement in section 78eee(b)(3) of SIPA, section 327(a) of the Bankruptcy Code and Bankruptcy Rule 2014(a). Accordingly the Trustee is duly qualified to serve and act on behalf of the Debtors estate. In re Bernard L. Madoff, Debtor. Trustee's First Interim Report for the Period December 11, 2008 Through June 30, 2009, paragraph 19." I can find no statutory authority nor anything in case law that would suggest that this is an "or" test, nor is there any authority that the provisions of Federal Rule of Bankruptcy Procedure 2014(a) is inconsistent with 78eee(b)(6) of SIPA. As Mr. Kobak, Jr. states in his own

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Application, 78eee and FRBP 2014(a) operate in conjunction. I agree with Mr. Kobak, Jr., 78eee and 2014a work in conjunction to ensure that proper disclosures are made and so that the Court can make an informed decision with respect to the employment of a trustee. By requiring trustees to disclose all of the persons connections with the debtor, creditors, any other party in interest, their respective attorneys and accountants. . ., the Court can then apply the tests set out in 78eee(b)(6) i-iv. Alternatively, without proper 2014 (a) disclosures, the Court, which is not charged with ferreting out the nature of prior and ongoing relationships does not have the proper foundation to determine if a Trustee is disinterested pursuant to 78eee(b)6 iv: ". . .it appears that such person has, by reason of any other direct or indirect relationship to, connection with, or interest in the debtor or such an underwriter, or for any other reason, an interest materially adverse to the interests of any class of creditors (including customers) or stockholders." 15 U.S.C. 78eee(b)(6)iv. The implementation of this rule falls squarely upon the professional to be retained and the applicant moving for such retention. The court has neither the obligation nor the resources to investigate the truthfulness of information supplied, or to seek out conflicts of interest not disclosed . . . . As a consequence, professionals employed for the estate are nearly self-policed. In re EWC, Inc., 138 B.R. 276, 280 (Bankr. W.D. Okl. 1992). Accord, In re Crivello, 134 F.3d at 839; Rome v. Braunstein, 19 F.3d at 59; In re BH&P, Inc., 949 F.2d 1300, 1317 (3d Cir. 1991); In re Midway Indus. Contractors, 272 B.R. at 664; In re Granite Partners, 219 B.R. at 40; In re Tinley Plaza Assocs. L.P., 142 B.R. 272, 278 (Bankr. N.D. Ill. 1992). Similarly, the Second Circuit has stated that: Attorneys who seek appointment [in bankruptcy cases] . . . owe the duty of complete disclosure of all facts bearing upon their eligibility for such appointment. If that duty is neglected, however innocently, surely they should stand no better than if it had been performed. . . . If the rule is to have vitality and the evils against which it is aimed are to be eliminated, it should be enforced literally. In re Arlans Dept Stores, Inc., 615 F.2d 925, 933 (2d Cir. 1979) (quoting In re Rogers-Pyatt Shellac Co., 51 F.2d 988, 992 (2d Cir. 1931)); see also In re Futuronics Corp., 655 F.2d 463, 469 (2d Cir. 1981); In re Condor Sys., Inc., 302 B.R. at 70 (The disclosure requirements of Rule 2014 do not give the professional the right to withhold information because it is not apparent to the professional that a conflict exists). Given that 2014(a) disclosures are mandated by SIPA and the Bankruptcy Rules, for Mr. Kobak, Jr.'s Application to be in conformance with the Federal Rules of Bankruptcy Procedure it must state, "to the best of the applicant's knowledge, all of the person's connections with the debtor, creditors, any other party in interest, their respective attorneys and accountants,..." F.R.Bankr.P. 2014(a). The plain language of 2014(a) therefore requires disclosure of "all of the person's connections with the debtor, creditors, any other party in interest, their respective attorneys and accountants..."

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ARGUMENT Mr. Kobak, Jr.'s Application fails to comply with the plain meaning of F.R.Bankr.P. 2014(a) and therefore should be rejected. In the case at hand if the disclosure of HHR's relationships with JPM, PwC, Deutsche Bank, Bank of America, Merrill Lynch, were not too remote to disclose on their web site for marketing purposes, why then would they be too remote to disclose per the requirements of 2014(a)? While 2014 (a) does not require disclosures of connections solely because they are enumerated on a law firm's web site it does require disclosure of HHR's connection to the foregoing group which represents billions of dollars worth of transactions. This same rather limited group is also owed collectively, over a billion dollars by MF Global. Can HHR really maintain that their connections to these creditors should not have been disclosed and that they should not now be subject to sanctions for knowingly and intentionally omitting this information from their disinterestedness filing? The law across all jurisdictions is clear and unambiguous. Federal Rule of Bankruptcy Procedure 2014 (a) requires full and complete disclosure of all connections to creditors and parties in interest. HHR has not done this and it is difficult to imagine what defense they might have for this complete and flagrant violation of the Federal Rules of Bankruptcy Procedure. While some jurisdictions do allow for remoteness and de minimus exceptions, this exception is not available to HHR with respect to their representations of MF Global's top creditor banks. These creditors including Bank of America, Deutsche Bank, CitiGroup and Merrill Lynch represent billions of dollars in transactional work for HHR. These banks also represent MF Global's top creditors by dollar amount and are collectively owed over a billion dollars. It is mandatory that professionals seeking to be employed disclose all connections with the debtor, debtor in possession, insiders, creditors and their respective attorneys or accountants.... F.R.Bankr.P. 2014(a) leaves an attorney with no discretion to choose what connections are relevant or trivial to a 327(a) analysis and should or should not be disclosed. No matter how trivial a connection appears to the professional... it must be disclosed. Failure to abide by the disclosure requirements is enough to disqualify a professional and deny compensation, regardless of whether the undisclosed connections are material or de minimis. . . It is the courts role, not Cleary, Gottliebs, to determine whether a disqualifying conflict of interest exists. In re Envirodyne Indus., Inc., 150 B.R. 1008 (Bankr. N.D. Ill. 1993). In being selective about the information provided to the court a trustee fails to acknowledge the high fiduciary standard to which he must abide to the point of punctilio. In re Blinder Robinson & Co., 131 B.R. 872, 881 (D. Colo. 1991). What is important are connections that presently exist or recently existed between the attorney and the parties in interest, and also past connections of business or personal nature that are either related to the bankruptcy proceedings or could reasonably have an effect on the attorney' s judgment in the case. In re Rusty Jones, Inc., 134 B.R.321 (Bkrtcy.N.D.Ill.1991), Professionals are not permitted to pick and choose which disclosures are irrelevant or trivial; In re Enron Corp., 2002 WL 32034346 at *5. Granted there is some discussion in the cases about a

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connection that is so remote in time, indirect, de minimus or inconsequential that it is more burdensome than informational and therefore does not need to be disclosed under 2014(a). This is not the case here since the non-disclosure is of billions of dollars of work HHR performed for MFG's top creditors. Distinguish, In Rusty Jones, the court noted it was not necessary for the debtor's counsel to disclose he had owned a hot dog stand 20 years before with one of the debtor's indirect owners, because that connection was remote, de minimus and irrelevant to an S 327 analysis. Hopefully Judge Glenn will concur that billions of dollars of work over multiple years for MFG's top creditors, is no Rusty Jones' hot dog stand and therefore is neither remote nor de minimis, even in those jurisdictions that allow for this exception. Actually, the duty goes further than simple disclosure. Given that the duty is upon the attorney to "divulge conflicts, and not upon the client to ferret them out," the attorney should not only inform the parties of the former representations, but should evaluate for himself, as well as for his client, any potential for any impropriety that might arise . . . Only such reflection on the part of the attorney could lead to the " full and fair disclosure" required. Thus, the general rule that a lawyer may represent clients with potentially conflicting interest with the consent of the clients is qualified in that it must be "obvious" that he can adequately do so. Former Chief Justice Winner, United States Bankruptcy Court, Central District Illinois. Rather than performing the analysis and reflection that former Chief Justice Winner contemplates with respect to Deutsche Bank, Merrill Lynch, CitiGroup or Bank of America, Mr. Kobak, Jr. simply opts to say nothing presumably relying on boilerplate. In re Granite Partners, 219 B.R. at 34-36. In Leslie Fay, the court held: The boilerplate language to the effect that Weil Gotshal may have in the past represented, currently represents, and may in the future represent entities which are claimants of the debtors was insufficient to alert the court to Weil Gotshals representation of a creditor which was high on the list of the debtors twenty largest creditors (from which list a creditors committee is normally selected). The boilerplate is reasonable to cover inadvertent failures to disclose insignificant connections; it is not an adequate substitute for disclosure of representation of known and significant creditors. To rule any other way would be to eviscerate the disclosure requirements of Rule 2014(a). By its terms, Rule 2014(a) requires a professional to disclose all of its relevant connections in its disclosure so that the bankruptcy court can determine if there are any conflicts or potential conflicts. See I.G. Petroleum LLC v. Fenasci (In Re West Delta Oil Co., Inc.), 432 F.3d 347, 355 (5th Cir.2005) (Case law has uniformly held that under rule 2014(a), (1) full disclosure is a continuing responsibility, and (2) [a professional] is under a duty to promptly notify the court if any potential for conflict arises.); In re Keller Fin. Servs. of Fla., Inc., 243 B.R. 806, 812 (Bankr.M.D.Fla.1999) (The professional must disclose all facts that bear on his disinterestedness and cannot usurp the court's function by unilaterally choosing which connections impact on his disinterestedness, and which do not.). The bankruptcy court, not the professionals, must determine which prior connections rise to the level of an actual conflict or pose the threat of a potential conflict. Therefore, the professional must disclose all of its previous contacts with any party in interest. We next consider whether Pearson established a

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colorable claim that appellees may have concealed a conflict of interest from the bankruptcy court. [F]raud on the court occurs where it can be demonstrated, clearly and convincingly, that a party has sentiently set in motion some unconscionable scheme calculated to interfere with the judicial system's ability impartially to adjudicate a matter. Aoude, 892 F.2d at 1118, quoted in Fernandez v. Leonard, 963 F.2d 459, 462 (1st Cir.1992);Pearson, 210 B.R. at 501 (Fraud on the court is an intentional deflecting of the Court from knowing all the facts necessary to make an appropriate judicial decision on the matter before it.) (citing In re Tri-Cran, 98 B.R. 609, 615-16 (Bankr.D.Mass.1989)). The appellees respond that Rome is inapposite, since it merely held that counsel representing a debtor estate must disclose such conflicts of interest. Their contention is without merit. Although Rome involved conflicts of interest by counsel employed to represent the debtor estate, neither Rome nor Bankruptcy Rule 2014(a) remotely suggests that conventional conflict-ofinterest rules are inapplicable to other counsel in bankruptcy proceedings. Here, Attorney Gannon made an affirmative misrepresentation to the court, which did not comport with his duty of candor. See, e.g., NHRPC 3.3(a)(1), comment (There are circumstances where failure to make a disclosure is the equivalent of an affirmative misrepresentation.); In re Tri-Cran, 98 B.R. at 616 (Since attorneys are officers of the court, their conduct, if dishonest, would constitute fraud on the court.) (citation omitted); cf. Burns v. Windsor Ins. Co., 31 F.3d 1092, 1095 (11th Cir.1994) (Every lawyer is an officer of the court [and] he always has a duty of candor to the tribunal.); United States v. Shaffer Equip. Co., 11 F.3d 450, 457 (4th Cir.1993) ([A] general duty of candor to the court exists in connection with an attorney's role as an officer of the court.); cf. also Erickson v. Newmar Corp., 87 F.3d 298, 303 (9th Cir.1996) ([I]t is th[e] court which is authorized to supervise the conduct of the members of its bar [and has] a responsibility to maintain public confidence in the legal profession.). The record plainly reflects that Attorney Gannon did not simply remain silent, but instead submitted the verified statement required by Bankruptcy Rule 2014, asserting without qualification that he had no connections with any Pearson creditors. Furthermore, not only was the verified statement demonstrably false, but Gannon submitted chapter 7 asset schedules which failed to list potential conflict-of-interest claims against himself and the Wadleigh Firm. Whatever the precise dimensions of the duties of disclosure imposed upon counsel under the Rules of Bankruptcy Procedure, we cannot envision that they offer comfort for affirmative misrepresentations to the court itself. Interestingly, although Mr. Kobak, Jr. states that his application is being submitted pursuant to 2014(a), he omits any reference to 2014(a) in his verified statement to the Court. Whether this omission is intentional in order to circumvent a claim of fraud I cannot say. Regardless, Mr. Kobak, Jr. is no doubt well aware of the requirements of 2014(a) and if the facts above are true, his filing on its face is nothing less than an affirmative misrepresentation. If it is found that his conduct was in fact dishonest, then this would constitute fraud on the court. In re Midway Indus. Contractors, 272 B.R. at 662, quoting In re Saturley, 131 B.R. 509, 517 (Bankr. D. Me. 1991) (The disclosures must be explicit and complete. Coy or incomplete disclosures which leave the court to ferret out pertinent information from other sources are not sufficient). See also United States v. Gallene holding: Criminal Sanction for knowing omission. Citation. 182 F.3d 578,1999 U.S. App.52 Fed. R. Evid. Serv. (Callaghan) 741.

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In re Keller Fin. Servs. of Fla., Inc., 243 B.R. 806, 812 (Bankr.M.D.Fla.1999) (The professional must disclose all facts that bear on his disinterestedness and cannot usurp the court's function by unilaterally choosing which connections impact on his disinterestedness, and which do not.). The bankruptcy court, not the professionals, must determine which prior connections rise to the level of an actual conflict or pose the threat of a potential conflict. Therefore, the professional must disclose all of its previous contacts with any party in interest. In re: Citation Corporation, Debtor. Miller Buckfire & Co., LLC, Plaintiff-Appellee Cross-Defendant, v. Citation Corporation, Defendant-Appellant Cross-Plaintiff, Valrey W. Early, III, U.S. Bankruptcy Administrator, Northern District of Alabama, Defendant. No. 06-15108. -- July 26, 2007.

THE CASE OF JPM In court on November 22, 2011 Mr. Kobak, Jr. represented that HHR had only done a couple thousand dollars worth of work for JPM in the last year. The public record and HHR's web site appears to show HHR was underwriter counsel to JPM involving a $300,000,000 offering by CBS in October 2010 (12 months from the month MFG declared bankruptcy). Additionally in ferreting through the record it also appears that HHR was underwriter counsel for JPMorgan Securities in a $150,000,000 Viacom Senior Note Offering on 3-24-11. HHR's web site unfortunately makes it near impossible to determine exactly when the plethora of HHR's representations of JPM actually occurred and the above analysis required painstaking review of online security offering documents. Interestingly, Mr. Kobak, Jr. in his Supplemental Declaration to the Court represents that all except one of HHR's representations of JPM occurred during the 2005-2006 period. This then would mean that HHR was involved in billions of dollars of JPM related offerings and transactions in the 2 year period directly proceeding its role as Trustee in Lehman Brothers. HHR was appointed Trustee 9-19-08. In reviewing HHR's interim reports HHR makes it clear that its negotiations with JPM surrounding Lehman were material, ongoing and central. Amazingly in reviewing HHR's 2014(a) disclosures pursuant to its representation of Lehman absolutely none of these 2005-2006 representations of JPM were disclosed. If Mr. Kobak, Jr. felt it unnecessary to disclose representations involving billions of dollars with JPM in the two year period preceding Lehman why should MFG customers now believe that HHR is acting in good faith and has any intention of making proper 2014(a) disclosures in the case at hand? It is incomprehensible to me that HHR would act so cavalier in Lehman especially when the law states it proceeds at its own risk subject to disgorgement of all fees paid to date. If the threat of disgorgement did not motivate HHR to make the proper disclosures in Lehman what type of sanction would it now take to get their attention to elicit a proper 2014(a) filing in MFG? Mr. Kobak, Jr.'s supplemental filing does reference the work for JPM as a percentage of total revenue suggesting that HHR's representation of JPM is a small portion of the firms total revenue. Percentage of total revenue or the dollar amount of the representation or distance in time, however, is not the test under 2014(a) for disclosure.

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"The duty of professionals is to disclose all connections with the debtor, debtor-in-possession, insiders, creditors, and parties in interest.... They cannot pick and choose which connections are irrelevant or trivial.... No matter how old the connection, no matter how trivial it appears, the professional seeking employment must disclose it."); In re B.E.S. Concrete Prods., 93 B.R. at 236 ("Appearances count. Even conflicts more theoretical than real will be scrutinized."). [Emphasis added.]

THE CASE OF PwC PricewaterhouseCoopers LLP is an unsecured creditor of MFG. According to MFG's bankruptcy filing PwC as of October 23-30, 2011 is owed $312,598. PwC is MFG's independent auditor. PwC is one of HHR's blue chip clients. Per HHR's website the relationship between HHR and PwC goes back years. HHR proudly touts on their firm's timeline the historic merger that created PwC at which HHR represented Coopers and Lybrand. This is the only major event listed for the entire year of 1998. Represented Coopers & Lybrand in its $13 billion merger with Price Waterhouse forming PricewaterhouseCoopers. Our representation also included advising Coopers & Lybrand in connection with the review of the merger by the U.S. Department of Justice and foreign competition authorities. Additionally, on the firms historical highlights it states "The firm again broke down barriers in 1999 by electing Candace Beinecke, a highly regarded corporate lawyer with blue-chip clients such as ALSTOM and PricewaterhouseCoopers LLP, as Chair of the firm." A search of the firms web site reveals the depth of HHR's representation and connection to "blue-chip" client PwC over the decades up until present time. Fended off all claims against client PricewaterhouseCoopers (Netherlands Antilles) in a suit stemming from its audits of an offshore hedge fund. The suit, filed by Kenneth Lipper and his Lipper Holdings, LLC, Lipper & Co., LP and Jerome Services Corp., was triggered by the collapse of Lipper Convertibles. With the collapse of Lipper Convertibles, the offshore fund Lipper Convertibles (Offshore), which had been audited by HHR client PricewaterhouseCoopers (Netherlands Antilles) was also closed. 11-20-07. The website also trumps their most recent victory on behalf of PwC. Delivering a major victory for Hughes Hubbard from the bench, Justice Charles Ramos recently dismissed billion-dollar accounting malpractice claims against client PricewaterhouseCoopers hf. by the receivers of Icelands third-largest bank. 12-15-10 HHR by way of mitigation mentions that in Lehman Brothers they are currently adverse to PwC UK. Interestingly, even though they claim they are adverse to PwC with respect to claims

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totaling billions of dollars, Mr. Kobak, Jr. provides no indication of whether HHR has met with any success in pursuit of those billions. Pursuant to footnote 4 of the Supplemental Disclosure, it references Trustee's Sixth Interim Report and Claims Update for LBI which provides, "... many items remain in dispute, and on October 31, 2011, LBIE objected to the Trustees May 19, 2011 determination claiming that it is entitled to $15.1 billion...LBIE also claims that it is entitled to another $8.9 billion on the socalled House Claim... To protect the interests of all of LBIs customers, the Trustee intends to litigate LBIEs claims vigorously." Update on Claims, SIPC Liquidation of LBI 11-4-11. Mr. Kobak, Jr. in his Supplemental Disclosure declares that HHR's representation of PwC amounted to only 3.08% of its revenue in 2009 and 1.89% in 2010. Given HHR's revenue (not disclosed by HHR but ferreted from other sources) in 2009 of 277 million this amounted to billings of $8,531,600 and on revenues of 298 million in 2010, billings would have been $5,641,650 for a combined 2 year total of $ 14,173,250. In other words, at the current rate HHR is billing the MFG trust, this would exceed seventeen thousand billing hours. The claim that its representation of PwC over the years and up to the present day does not create a conflict for HHR because PwC is a relatively insignificant client (even if true) was squarely rejected by Judge Brozman in In re Leslie Fay which is uncanny in its similarity to the case at hand. In re Leslie Fay, Weil Gotshal (similar to HHR's representation of PwC) represented debtor's independent auditor (Seidman) who was a potential litigation target. In this case Weil Gotshal claimed it was disinterested because of the relative insignificance of Seidman to the firm. This line of reasoning was squarely rejected by Judge Brozman. In re Leslie Fay, 75 B.R. at 534-35. Judge Brozman rejected this approach and held that counsels connections with potential litigation targets rendered it not disinterested: I also find that Weil Gotshal was not disinterested relative to Seidman. Seidman was Leslie Fays independent auditor throughout the period of the irregularities, and was therefore a very obvious target of potential plaintiffs. . . . Rather, it defends its disinterestedness by pointing to the relative insignificance of Seidman as a client to Weil Gotshal. . . . The short answer to this is that Weil Gotshal should be presumed to be loyal to its client. That the client may not be a major client is no reason to think that Weil Gotshal would ignore the relationship. In the case at hand, six months ago the accounting firm PricewaterhouseCoopers LLP said MF Global Holdings Ltd. and its units maintained, in all material respects, effective internal control over financial reporting as of March 31, 2011. A lot of people who relied on that opinion lost a ton of money. Theres more at stake here than the missing $1.2 billion. Besides MF, other companies that use Pricewaterhouses New York office as their auditor include Goldman Sachs Group Inc. and J.P. Morgan Chase & Co. Both banks presumably are too big to fail, meaning taxpayers would be on the hook if they ever blew up. A Pricewaterhouse spokesman, Caroline Nolan, declined to comment on the firms work for MF. Despite the doctrine of in pari delicto PwC, similar to the accountants In re Leslie Fay, could

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find itself a litigation target based on its statements above and based on its auditing of MFG if the adverse interest exception is applicable. This is even more reason why it is imperative that the Trustee be prepared to go down every avenue and leave no stone unturned in pursuit of returning customers monies. In re Leslie Fay, by unilaterally reserving the role of investigating Seidman to itself, Weil Gotshal created the opportunity for the exercise of [its] conflicting interest, by projecting the facts in a light more favorable to Seidman than it should have . . . . I do not say that Weil Gotshal actually did that, nor do I mean to disparage Weil Gotshals integrity by suggesting that it probably would have. But when evaluating conflicts of interest, I must do so objectively, irrespective of the integrity of the person under consideration. But, like Caesars wife, trustees counsel must be above suspicion. Bankruptcy is concerned as much with appearances as with reality. In re Ira Haupt & Co., 361 F.2d 164, 168 (2d Cir. 1966) (The conduct of bankruptcy proceedings not only should be right but must seem right) (Friendly, J.). No matter how thoroughly or fairly Willkie Farr conducted the investigation, the question will always linger whether it held back, or failed to bite the hand that feeds it quite as hard as the circumstances warranted.... In re Leslie Fay, 175 B.R. at 530-31 (examiner concluded that Weil Gotshal (i) was not disinterested, (ii) failed to make the necessary disclosures but (iii) did not cause any harm to the debtor and represented the debtor in an exemplary manner; nevertheless, the court found that the non-disclosures caused Leslie Fay very real harm, both in the time and cost of the review of Weil Gotshals conduct, and by calling into question the integrity of the judicial process by which disinterested counsel is selected and imposed economic sanctions limited to the direct and indirect costs incurred by the estate by virtue of the non-disclosures); In sum, professionals who must seek bankruptcy court approval for their retention and fees must carefully seek out all connections with the debtor, its creditors and parties in interest; and regardless of the magnitude of such connections, disclose, disclose and disclose again! Professionals who fail to proceed in this manner, proceed at their own peril. Indeed, under such circumstances, disallowance of fees may be the least of their problems. See, e.g., U.S. v. Gellene, 182 F.3d 578 (7th Cir. 1999) (criminal sanctions upheld under 18 U.S.C. 152 and 1623 regarding false and fraudulent declarations in connection with retention and fee applications). But for Petitioner's objection to the Court subsequent to Mr. Kobak, Jr.'s initial Application, HHR's connection to PwC may have gone undisclosed. I now ask that Judge Glenn in considering HHR's disinterestedness take this glaring omission into account. Full disclosure is the key to both integrity in fact and perception. So important is this step that, regardless of the approach taken by a particular court in analyzing whether the facts require a finding of a lack of disinterestedness or an adverse interest, there is universal acceptance of the proposition that failure to meet the disclosure requirements even absent the existence of a conflict or any harm to the estate is an independent basis for disqualification of a professional, denial of further compensation, or even disgorgement of legal fees paid. See, e.g., In re Big Rivers Elec. Corp., 355 F.3d 415, 437 (6th Cir. 2004).

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The CASE OF MFG HHR represented MF Global LTD (Guarantor) and MF Global Holdings USA Inc. (Tenant) in their 2008 lease negotiations for MFG's HQs at 717 5th Ave. According to the realtors who are the listing agent for the property and to realtors in general who are familiar with the property and its surrounds, the value of MFG's lease would have appreciated 10 to 15 % since its inception. While I do not know if this is puffery or fact, it raises the question of conflict since the issue of the respective duties of the parties under the leasehold in bankruptcy, i.e., rights of assignment, lease termination, guarantee, etc. were presumably the subject matter of post-bankruptcy leasehold termination negotiations as reported by the press. I could not locate the lease document but even if there is no possibility of an actual conflict, HHR's pre and post-bankruptcy involvement in MFG's leasehold negotiations should have been disclosed per 2014(a).

CONCLUSION The law is clear that the court under 15 U.S.C. 78eee(b)6 is not required to ferret out conflict and to the extent an attorney does not make proper disclosure they proceed at their own risk. Additionally, even where there ultimately is no conflict the courts are clear that this does not obviate the need to disclose and case law shows that sanctions are still available. Thus the duty to disclose, with its own set of independent sanctions, is separate and apart from a conflict analysis. Therefore, even if this court holds that no conflict exists between HHR and any of the creditors, underwriters, accountants in the present case, HHR under the law should be sanctioned for not providing the court with a proper 2014(a) disclosure. Neben & Starrett argues that it is unclear whether the bankruptcy court's conclusion that the firm violated Rule 2014 was based on a finding that there was, in fact, a conflict of interest, or on a finding that Neben & Starrett did not make an adequate disclosure. The court's statements, however, clearly indicate that it made the latter finding: The court stated there was insufficient proof that a conflict actually existed, and the court expressly found a violation of "Rule 2014," which is purely a disclosure requirement. 63 F.3d 877: In Re Park-helena Corp., Debtor Neben & Starrett, Inc.,: A professional may be sanctioned for incomplete disclosure even if proper disclosure would have demonstrated the professional was disinterested. In re Condor, 302 B.R. at 69-70. Because of the paramount importance of this case, not just to MF Global customers, but to the entire financial system, it is imperative that the law, which is crystal clear in this instance, be followed. On first impression this bankruptcy is about Jon Corzine and whether he, MFG or any 3rd party violated long standing rules put in place to protect customers and commodity markets. For faith to be restored and the legitimacy of future markets to be maintained, this question is of the essence. If this Court now, in the beginning, allows HHR's clear violation of the Federal Rules of Bankruptcy Procedure to go unanswered, how can any citizen be assured that in the end, this Court will honor its sacred trust to ensure that justice prevails.

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"We must find out what happened with MF Global. And, we must do so in a manner that restores faith in the futures markets and maintains them as a legitimate, trusted risk management option for numerous producers and small businesses." U.S. Senator Pat Roberts (R-Kan.) Ranking member of the Senate Agriculture Committee, which has jurisdiction over the CFTC. Thank you for your consideration.

Respectfully Submitted,

/S/ Mitch Fine Mitch Fine MF Global Customer 4575 San Pablo Avenue Emeryville, CA 94608-3325 510-735-0905 Mitchfine@hotmail.com cc: Hughes Hubbard & Reed, counsel to Trustee Commodity Futures Trading Commission SIPC Tibbetts Keating & Butler