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UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK SECURITIES INVESTOR PROTECTION CORPORATION, Adv. Pro. No. 08-01789 (BRL) Plaintiff, SIPA Liquidation v. (Substantively Consolidated) BERNARD L. MADOFF INVESTMENT SECURITIES LLC, Defendant. In re: BERNARD L. MADOFF, Debtor. ORDER APPROVING APPLICATIONS FOR ALLOWANCE OF COMPENSATION FOR SERVICES RENDERED AND REIMBURSEMENT OF EXPENSES This matter came before the Court on March 15, 2012 on the application (the Application)1 of Irving H. Picard, trustee (Trustee) for the substantively consolidated liquidation proceeding of Bernard L. Madoff Investment Securities LLC (BLMIS), and Bernard L. Madoff (Madoff and together with BLMIS, each a Debtor and collectively, the Debtors), and Baker & Hostetler LLP (B&H), counsel to the Trustee (together with the Trustee, the Applicants), with the support and approval of the Securities Investor Protection Corporation (SIPC), for entry of an order for interim allowance, pursuant to section 78eee(b)(5) of the Securities Investor Protection Act, 15 U.S.C. 78aaa, et seq. (SIPA),2 sections 330(a) and 331 of title 11 of the United States Code (the Bankruptcy Code), Rule 2016 of the Federal Rules of Bankruptcy Procedure (the Bankruptcy Rules), and Rule 2016-1

Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Application. For convenience, future reference to SIPA will not include 15 U.S.C.

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of the Local Rules for the Bankruptcy Court for the Southern District of New York (the Local Rules), for compensation for professional services rendered and for reimbursement of actual and necessary expenses incurred during the period June 1, 2011 through and including September 30, 2011 (the Compensation Period) in the amounts listed on Exhibit A attached hereto pursuant to the Order Pursuant to Section 78eee(b)(5) of SIPA, Sections 105, 330 and 331 of the Bankruptcy Code, Bankruptcy Rule 2016(a) and Local Bankruptcy Rule 2106-1 Establishing Procedures Governing Interim Monthly Compensation of Trustee and Baker & Hostetler LLP, dated February 25, 2009 (ECF No. 126), as amended on December 17, 2009 and June 1, 2011 (ECF Nos. 1078 and 4125) (collectively, the Second Amended Compensation Order), as more fully set forth in the Application; and the applications of special counsel to the Trustee (Special Counsel Applications), as listed on Exhibit A attached hereto; and the Court having jurisdiction to consider the Application, the Special Counsel Applications, and the relief requested therein in accordance with section 78eee(b)(4) of SIPA, the Protective Decree entered on December 15, 2008 by the United States District Court for the Southern District of New York in Case No. 08 Civ. 10791, and 28 U.S.C. 157 and 1334; and it appearing that sufficient notice of the Application and Special Counsel Applications having been given by February 17, 2012 (ECF No. 4693), and no other notice being necessary; and the Securities Investor Protection Corporation (SIPC) having filed its recommendations in support of the Application and Special Counsel Applications on March 12, 2012 (ECF Nos. 4717 and 4719) pursuant to section 78eee(b)(5)(C) of SIPA; and no objections having been filed to the Application or Special Counsel Applications; and a hearing (the Hearing) having been held on March 15, 2012 to consider the Application and Special Counsel Applications; and the Court having determined that the legal and factual bases set forth in the Application and Special Counsel

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Applications establish just cause for the relief granted therein; and after due deliberation and sufficient cause appearing therefore; and for the reasons stated on the record at the Hearing, it is hereby ORDERED, ADJUDGED and DECREED that: 1. 2. The Application is granted. The Special Counsel Applications are granted.

Dated: New York, New York March 15, 2012 /s/Burton R. Lifland________________ HONORABLE BURTON R. LIFLAND UNITED STATES BANKRUPTCY JUDGE

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Adv. Pro. No. 08-01789 (BRL) Securities Investor Protection Corp. v. Bernard L. Madoff Investment Securities LLC In re Bernard L. Madoff Current Compensation Period: June 1, 2011 September 30, 2011 (or as otherwise indicated)
Applicant Date and ECF No. of Application Compensation Period Interim Compensation Requested Interim Compensation Awarded Interim Compensation to be Paid Expenses Requested Expenses Awarded

Irving H. Picard, Trustee Baker & Hostetler LLP, Counsel

2/15/2012 ECF No. 4676

6/1/2011 9/30/2011

$47,967,371.55

$47,967,371.55

$43,170,634.40

$1,245,333.46

$1,245,333.46

Eugene F. Collins, Special Counsel to the Trustee

2/15/2012 ECF No. 4684

6/1/2011 9/30/2011

$1,550.86

$1,240.69

$1,240.69

$217.99

$217.99

Schiltz & Schiltz, Special Counsel to the Trustee

2/15/2012 ECF No. 4685

6/1/2011 9/30/2011

$8,378.96

$6,703.17

$6,703.17

$544.63

$544.63

Higgs & Johnson, Special Counsel to the Trustee

2/15/2012 ECF No. 4686

6/1/2011 9/30/2011

$82,541.25

$66,033.00

$66,033.00

$6,607.19

$6,607.19

Kugler Kandestin, L.L.P., Special Counsel to the Trustee

2/15/2012 ECF No. 4687

6/1/2011 9/30/2011

$1,748.85

$1,399.08

$1,399.08

$0.00

$0.00

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Applicant

Date and ECF No. of Application

Compensation Period

Interim Compensation Requested*

Interim Compensation to be Paid

Expenses Requested

Expenses Awarded

Graf & Pitkowitz Rechtsanwllte GmbH Special Counsel to the Trustee

2/15/2012 ECF No. 4681

6/1/2011 9/30/2011

$600,076.69

$480,061.35

$480,061.35

$44,587.04

$44,587.04

SCA Creque, Special Counsel to the Trustee

2/15/2012 ECF No. 4682

6/1/2011 9/30/2011

$70,919.59

$56,735.68

$56,735.68

$1,084.80

$1,084.80

Young Conaway Stargatt & Taylor, LLP, Special Counsel to the Trustee Windels Marx Lane & Mittendorf, LLP, Special Counsel to the Trustee Williams, Barristers & Attorneys, Special Counsel to the Trustee

2/15/2012 ECF No. 4688

6/1/2011 9/30/2011

$19,995.30

$15,996.24

$15,996.24

$425.35

$425.35

2/15/2012 ECF No. 4678

6/1/2011 9/30/2011

$2,951,809.50

$2,361,447.60

$2,361,447.60

$31,137.86

$31,137.86

2/15/2012 ECF No. 4689

6/1/2011 9/30/2011

$72,659.58

$58,127.67

$58,127.67

$950.00

$950.00

Taylor Wessing, Special Counsel to the Trustee

2/15/2012 ECF No. 4679

6/1/2011 9/30/2011

$1,476,052.11

$1,180,841.69

$1,180,841.69

$162,162.33

$162,162.33

UGGC & Associs Special Counsel to the Trustee

2/15/2012 ECF No. 4680

6/1/2011 9/30/2011

$18,297.83

$14,638.27

$14,638.27

$206.75

$206.75

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Applicant

Date and ECF No. of Application

Compensation Period

Interim Compensation Requested*

Interim Compensation to be Paid

Expenses Requested

Expenses Awarded

Attias & Levy Special Counsel to the Trustee Werder Vigano Special Counsel to the Trustee

2/15/2012 ECF No. 4683

2/1/2011 9/30/2011

$281,455.26

$225,164.21

$225,164.21

$23,263.85

$23,263.85

2/15/2012 ECF No. 4690

6/1/20119/30/2011

$20,860.41

$16,688.33

$16,688.33

$53.57

$53.57

Greenfield Stein & Senior LLP Special Counsel to the Trustee

2/15/2012 ECF No. 4692

4/20/2011 9/30/2011

$8,248.05

$6,598.44

$6,598.44

$0.00

$0.00

Mishcon de Reya Special Counsel to the Trustee

2/15/2012 ECF No. 4691

6/1/2010 10/26/2010

$1,760,234.03

$1,760,234.03

$1,760,234.03

$139,765.97

$139,765.97

Schedule A(1)

DATE: 3/15/2012

INITIALS: /s/BRL USBJ

* Each Applicants requested amount includes (at least) a 10% discount from normal hourly rates.

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Adv. Pro. No. 08-1789 (BRL) Securities Investor Protection Corp. v. Bernard L. Madoff Investment Securities LLC In re Bernard L. Madoff Summary Cumulative of All Compensation Periods
Applicant Total Interim Compensation Requested Total Interim Compensation Awarded Total Paid Total Expenses Requested Total Expenses Awarded $6,149,828.344 $15,000.00 $2,770.46 $74,251.46 $180,941.59 N/A $139,765.97

Irving H. Picard, Trustee Baker & Hostetler LLP, Counsel AlixPartners, LLP, Consultant to the Receiver Windels Marx Lane & Mittendorf, LLP, Counsel to the Chapter 7 Trustee Attias & Levy, Special Counsel to the Trustee Hogan Lovells International LLP, Special Counsel to the Trustee Schifferli Vafadar Sivilotti, Special Counsel to the Trustee Mishcon de Reya, Special Counsel to the Trustee Receiver, Richards Kibbe & Orbe LLP, Counsel to the Receiver and AlixPartners LLP, Consultant to Receiver Eugene F. Collins, Special Counsel to the Trustee Schiltz & Schiltz, Special Counsel to the Trustee Higgs & Johnson, Special Counsel to the Trustee Kugler Kandestin, L.L.P., Special Counsel to the Trustee

$273,066,911.54 $316,000.00 $199,500.00 $1,254,252.66 $2,324,779.63 $17,410.00 $1,842,641.82

$273,066,911.54 $316,000.00 $199,500.00 $1,254,252.66 $2,324,779.63 $17,410.00 $1,842,641.82

$245,760,220.403 $316,000.00 $199,500.00 $1,003,402.12 $2,324,779.63 17,410.00 $1,842,641.82

$6,149,828.34 $15,000.00 $2,770.46 $74,251.46 $180,941.59 N/A $139,765.97

$300,000.00 $225,358.38 $463,868.58 $546,743.70 $33,943.88

$300,000.00 $225,358.38 $463,868.58 $546,743.70 $33,943.88

$300,000.00 $180,286.72 $371,094.88 $437,394.96 $27,155.10

$6,449.08 $44,104.06 $35,485.94 $86,592.87 $1,214.89

$6,449.08 $44,104.06 $35,485.94 $86,592.87 $1,214.89

The total compensation paid to B&H as listed in this Summary reflects a reconciliation of $13.74 from the holdback, correcting a typographical error in the Second Fee Order. The total expenses awarded to B&H as listed in this Summary reflects a reconciliation of $0.03, correcting a typographical error in the Third Fee Order.

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Graf & Pitkowitz Rechtsanwllte GmbH Special Counsel to the Trustee SCA Creque, Special Counsel to the Trustee Young Conaway Stargatt & Taylor, LLP, Special Counsel to the Trustee Windels Marx Lane & Mittendorf, LLP, Special Counsel to the Trustee Williams, Barristers & Attorneys, Special Counsel to the Trustee Taylor Wessing, Special Counsel to the Trustee UGGC & Associs Special Counsel to the Trustee Osborne & Osborne, P.A., Special Counsel to the Trustee Werder Vigano Special Counsel to the Trustee Greenfield Stein & Senior LLP Special Counsel to the Trustee

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$76,726.67 $2,258.80 $2,178.41 $228,369.26 $96,767.25 $596,723.27 $8,468.89 $35.21 $53.57 N/A $76,726.67 $2,258.80 $2,178.41 $228,369.26 $96,767.25 $596,723.27 $8,468.89 $35.21 $53.57 N/A

$1,570,452.99 $586,372.08 $83,458.35 $15,903,000.20 $1,320,170.26 $4,426,620.41 $88,901.28 $1,301.85 $20,860.41 $8,248.05

$1,256,362.39 $469,097.68 $66,766.68 $12,912,400.16 $1,056,136.20 $3,541,296.33 $71,121.03 $1,041.48 $16,688.33 $6,598.44

$15,903,000.20 $1,320,170.26 $4,426,620.41 $88,901.28 $1,301.85 $20,860.41 $8,248.05

Schedule A(1)

DATE: 3/15/2012

INITIALS: /s/BRL USBJ

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