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Full title: Application for compensation for James A Bartholomew, Trustee Chapter 9/11. Period: 1/1/2021 to 2/28/2021, Fee: $17,651.76, Expenses: $1.00. An affidavit or verification, Proposed order. Hearing scheduled 5/11/2021 at 09:30 AM at Courtroom 2B, 2nd floor, 316 North Robert Street, St. Paul, Judge William J. Fisher. (Caldie, Edwin) (Entered: 04/14/2021)

Document posted on Apr 13, 2021 in the bankruptcy, 15 pages and 0 tables.

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The Trustee requests allowance and payment of compensation for services rendered to, and reimbursement of expenses incurred in performing work as the Chapter 11 Trustee during the period of January 1, 2021 through February 28, 2021 (the “Compensation Period”).The amount requested in this Application is reasonable compensation for actual and necessary services rendered by the Trustee based on the nature, extent, and value of such services, the time spent on such services, and the cost of comparable services in other cases under Title 11 of the United States Code.The Trustee has not entered into any agreement with any other party for the purpose of fixing fees or other compensation for services rendered or expenses incurred in excess of the compensation allowed by law.WHEREFORE, James A. Bartholomew, as Chapter 11 Trustee, respectfully requests that the Court enter an order (i) granting the Application; (ii) allowing the Trustee his requested fees during the Compensation Period in the amount of $17,651.76 and reimbursement of expenses in the amount of $1.00; (iii) authorizing the Chapter 11 Trustee to pay the fees and expenses allowed hereunder; and (iv) granting such other relief as is just and proper.The Applications for allowance of professional fees and expenses for the court-appointed Chapter 11 Trustee, James A. Bartholomew (the “Trustee”), Lighthouse Management Group, Inc. (“Lighthouse”), Stinson LLP (“Stinson”), Winthrop & Weinstine, P.A. (“Winthrop”), and Donlin, Recano & Company, Inc. (“Donlin”) are set for hearing on Tuesday, May 11, 2021 at 9:30 a.m., or as soon thereafter as counsel may be heard, in Courtroom 2B,

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UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF MINNESOTA Jointly Administered Under Case No. 19-33629 (WJF) In re: Minnesota School of Business, Inc., Case No.: 19-33629 Globe University, Inc., Case No.: 19-33632 Chapter 11 Cases Debtors. SUMMARY SHEET FOR THIRD INTERIM APPLICATION FOR COMPENSATION FOR JAMES A. BARTHOLOMEW, CHAPTER 11 TRUSTEE Name of Applicant: James A. Bartholomew, Chapter 11 Trustee Date of Appointment: May 13, 2020, by Order dated May 19, 2020 Period for which compensation and January 1, 2021 through February 28, 2021 reimbursement is sought: (the “Compensation Period”) Amount of Compensation sought as $17,651.76 actual, reasonable and necessary: Amount of Expense Reimbursement sought as actual, reasonable and $1.00 necessary: This is a(n)  Monthly  Interim  Final application

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UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF MINNESOTA Jointly Administered Under Case No. 19-33629 (WJF) In re: Minnesota School of Business, Inc., Case No.: 19-33629 Globe University, Inc., Case No.: 19-33632 Chapter 11 Cases Debtors. NOTICE OF HEARING AND THIRD INTERIM APPLICATION FOR COMPENSATION FOR JAMES A. BARTHOLOMEW, CHAPTER 11 TRUSTEE 1. James A. Bartholomew (the "Trustee") submits this third interim application for allowance of compensation and reimbursement of actual and necessary expenses (“Application”) for services performed as Chapter 11 Trustee from January 1, 2021 through February 28, 2021, and hereby gives notice of hearing on the Application. NOTICE OF HEARING 2. The Court will hold a hearing on this Application on Tuesday, May 11, 2021 at 9:30 a.m., or as soon thereafter as counsel may be heard, in Courtroom 2B, 232 Warren E. Burger Federal Building and U.S. Courthouse, 316 North Robert Street, St. Paul, Minnesota 55101. 3. Any response to this Application must be filed and served by delivery or mail not later than Thursday, May 6, 2021, which is five days before the date set for hearing (including Saturday, Sunday, and holidays). UNLESS A RESPONSE OPPOSING THE APPLICATION IS TIMELY FILED, THE COURT MAY GRANT THE APPLICATION WITHOUT A HEARING.

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4. The Court has jurisdiction over this matter pursuant to 28 U.S.C. §§ 157 and 1334, Fed. R. Bankr. P. 5005, and Local Rule 1070-1. This Application arises under 11 U.S.C. §§ 326, 328, 330, and 331. This Application is filed pursuant to Fed. R. Bankr. P. 2016 and Local Rule 2016-1. This is a core proceeding. 5. The Trustee requests allowance and payment of compensation for services rendered to, and reimbursement of expenses incurred in performing work as the Chapter 11 Trustee during the period of January 1, 2021 through February 28, 2021 (the “Compensation Period”). 6. Federal Rule of Bankruptcy Procedure 2002(a) requires applications for compensation to be served on the U.S. Trustee and all creditors in these cases. This Court has approved a notice procedure to provide notice to satisfy the requirements of the Rule in connection with Fredrikson & Byron, P.A.’s first application for compensation. [Minute Entry, 2/25/2020] The Trustee will cause this Application to be served in this same manner. Specifically, the Trustee will cause this full Application to be served on the parties in interest list specified in Local Rule 9013-3(a)(2). Additional parties required to be served by Rule 2002(a) have been served with the notice attached as Exhibit B. 7. On May 13, 2020, the Court appointed the Trustee to serve as Chapter 11 Trustee in the above-captioned cases. [ECF No. 207.] The order is attached hereto as Exhibit A. The Trustee continues to serve in this capacity. 8. This is the Trustee's third interim fee application for compensation under 11 U.S.C. § 331. No plan has been confirmed in these cases. The Trustee received court approval for the following fee applications:
Table 1 on page 3. Back to List of Tables
Amount Date of Order Approving
Fee Application
Docket Number
$120,928.72 December 22, 2020 331
$50,186.44 March 2, 2021 353

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9. The estates are current in payment of expenses, including previously allowed professional fees, and quarterly fees to the United States Trustee. All monthly operating reports continue to be filed in a timely manner. As part of the Trustee's duties, he has managed and controlled the assets of the bankruptcy estates, including the wholly-owned subsidiaries of Debtor Minnesota School of Business. These subsidiaries own the real property assets that will serve as a significant source for creditor recovery in these cases. The Trustee's monthly operating reports include financial information relating to the wholly-owned subsidiaries. 10. During the Compensation Period, the Trustee has made disbursements totaling $588,392.04 on behalf of the Debtors and the wholly-owned subsidiaries ("Disbursement Amount"). 11. Pursuant to § 326 of the Bankruptcy Code, the maximum permitted to be paid to the Trustee is calculated as follows: 25% of the first $5,000.00, 10% for the next $45,000.00, 5% for the next $950,000.00, and 3% for the balance of any funds disbursed by the Trustee. 12. In the Trustee’s first and second interim fee applications, the Trustee received payment for 25% of the first $5,000.00, 10% for the next $45,000.00, 5% for the next $950,000.00. [ECF Nos. 331, 353.] 13. Accordingly, the Trustee is permitted to paid 3% for the balance of any funds disbursed by the Trustee, which equates to $17,651.76. SUMMARY OF SERVICES PROVIDED DURING THE COMPENSATION PERIOD 14. During the Compensation Period, the Chapter 11 Trustee continued to diligently assess the estates, and their assets, the significant claims asserted by the State of Minnesota. This required significant investment of time in analyzing the debtors' records and information relating

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to the former student claims represented by the State of Minnesota. Based on this effort, the Trustee and the State of Minnesota reached a resolution during the Compensation Period, and has set the table toward the creation of an ultimate plan in these cases. 15. During the Compensation Period, the Trustee performed 39.4 hours of actual and necessary services on behalf of the Debtors' bankruptcy estates. Absent § 326 of the Bankruptcy Code, the Trustee would normally be entitled to recover fees in excess of the interim compensation requested herein. The services by category are outlined below. 16. Narrative descriptions of the services performed, the results achieved and the amount of time involved provided below and are separated by task or proceeding. Given the interconnectedness of the issues in these Chapter 11 cases, certain of these tasks or proceedings may overlap with each other: A. Case Administration (Code B110): Hours-3.4. During the Compensation Period, the Trustee prepared for and attended the status conference with the Court, addressed issues relating to insurance coverage, and paid invoices for bond premiums. B. Mediation (B115): Hours-74.1. The Trustee made significant effort in mediating the primary claim in the Bankruptcy Cases held by the State of Minnesota and reaching agreement in the proposed Chapter 11 Plan of Reorganization. As part of this process, the Trustee: reviewed and organized substantial data related to former students for use during mediation; engaged in frequent communication with the State of Minnesota, equity holders, and Department of Education; and, as previously stated, helped the parties reach an agreement with the Department of Education in connection with the State’s claim. C. Avoidance Action Analysis (Code B180): Hours-2.5. During the Compensation Period, the Trustee reviewed issues relating to potential avoidance actions.

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D. Real Estate (Code B250): Hours-4.3. The Trustee reviewed lease documents and potential purchase issues relating to the real property assets held by the Debtor's wholly-owned subsidiaries, including a purchase agreement relating to the Woodbury property. E. Claims Administration and Objections (Code B310): Hours-10.10. The Trustee focused on the claim objection process relating to the claims asserted by the State of Minnesota and Tuition Options LLC. Among other things, the Trustee reviewed and assessed disputed claims and financial information associated with such claims and assessed potential resolutions with the Department of Education. F. Plan and Disclosure Statement (Code B320): Hours-39.4. During the Compensation Period, the Trustee focused on the developed of the proposed Chapter 11 Plan of Reorganization and Disclosure Statement. Among other things, the Trustee coordinated drafting of the proposed Chapter 11 Plan of Reorganization and proposed Disclosure Statement with counsel and the equity holders and engaged in revising the proposed Chapter 11 Plan of Reorganization and Disclosure Statement. 17. All services rendered by the Trustee during the Compensation were necessary to the administration of these cases or were beneficial toward the successful completion of these cases at the time such services were rendered. The services were performed in a reasonable amount of time commensurate with the complexity, importance, and nature of the problem, issue, or task addressed. The amount requested in this Application is reasonable compensation for actual and necessary services rendered by the Trustee based on the nature, extent, and value of such services, the time spent on such services, and the cost of comparable services in other cases under Title 11 of the United States Code.

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18. The Trustee has not entered into any agreement with any other party for the purpose of fixing fees or other compensation for services rendered or expenses incurred in excess of the compensation allowed by law. EXPENSES 19. In addition to the fees incurred above, the Trustee incurred actual and necessary expenses during the Compensation Period in the total amount of $1.00, comprised of January 2021 postage expenses. LEGAL BASIS 20. This Court is authorized to award to a trustee “reasonable compensation for actual, necessary services rendered by the trustee … and reimbursement for actual, necessary expenses." 11 U.S.C. § 330. "In determining the amount of reasonable compensation to be awarded to a trustee, the court shall treat such compensation as a commission, based on section 326." 11 U.S.C. 330(a)(7). In determining the amount of funds disbursed by the Trustee for purposes of the commission calculation under § 326(a), disbursements on behalf of the Debtor's wholly-owned subsidiaries are included in the calculation. The Trustee is responsible for managing and operating these subsidiaries, which in turn preserves the value of the bankruptcy estates for the benefit of the Debtors' creditors. See In re Macco Props., Inc., 540 B.R. 793, 846-48 (W.D. Ok. 2015). The Court must consider the nature, extent and value of such services, taking into account all relevant factors to determine whether the request for payment in connection with such services is fair and reasonable. Id. The services provided by the Trustee during the Compensation Period were actual, reasonable, and necessary to the administration of and beneficial toward completion of these cases, and the fees and expenses requested in this interim Application are fair and reasonable

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NO PRIOR APPLICATION 21. The Trustee has made no other request for the relief requested herein. CONCLUSION WHEREFORE, James A. Bartholomew, as Chapter 11 Trustee, respectfully requests that the Court enter an order (i) granting the Application; (ii) allowing the Trustee his requested fees during the Compensation Period in the amount of $17,651.76 and reimbursement of expenses in the amount of $1.00; (iii) authorizing the Chapter 11 Trustee to pay the fees and expenses allowed hereunder; and (iv) granting such other relief as is just and proper. Dated: April 14, 2021 /s/ Edwin H. Caldie Edwin H. Caldie (#0388930) Phillip J. Ashfield (#0388990) STINSON LLP 50 South Sixth Street Suite 2600 Minneapolis, MN 55402 Telephone: 612.335.1500 ed.caldie@stinson.com phillip.ashfield@stinson.com COUNSEL FOR THE CHAPTER 11 TRUSTEE

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EXHIBIT A (Order Granting Employment Application)

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UNITED STATES BANKRUPTCY COURT DISTRICT OF MINNESOTA In re: Jointly Administered Under Case No. 19-33629 (WJF) Minnesota School of Business, Inc. Case No. 19-33629 Globe University, Inc., Case No. 19-33632 Chapter 11 Cases Debtors. Order Approving Appointment of Chapter 11 Trustee Based upon the Application for Order Approving Appointment of Trustee filed by the Acting United States Trustee, IT IS ORDERED: The appointment ofJames A. Bartholomewas the chapter 11 trustee in the above chapter 11 case is approved. BY THE COURT: (cid:18)(cid:72)(cid:18)(cid:3)(cid:58)(cid:76)(cid:79)(cid:79)(cid:76)(cid:68)(cid:80)(cid:3)(cid:45)(cid:17)(cid:3)(cid:41)(cid:76)(cid:86)(cid:75)(cid:72)(cid:85)Dated:___M__a_y_1_3_,_2_0_2_0_______ ___________________________________William J. Fisher United States Bankruptcy Judge (cid:49)(cid:50)(cid:55)(cid:44)(cid:38)(cid:40)(cid:3)(cid:50)(cid:41)(cid:3)(cid:40)(cid:47)(cid:40)(cid:38)(cid:55)(cid:53)(cid:50)(cid:49)(cid:44)(cid:38)(cid:3)(cid:40)(cid:49)(cid:55)(cid:53)(cid:60)(cid:3)(cid:36)(cid:49)(cid:39)(cid:3)(cid:41)(cid:44)(cid:47)(cid:44)(cid:49)(cid:42)(cid:3)(cid:50)(cid:53)(cid:39)(cid:40)(cid:53)(cid:3)(cid:50)(cid:53)(cid:3)(cid:45)(cid:56)(cid:39)(cid:42)(cid:48)(cid:40)(cid:49)(cid:55)(cid:41)(cid:76)(cid:79)(cid:72)(cid:71)(cid:3)(cid:68)(cid:81)(cid:71)(cid:3)(cid:39)(cid:82)(cid:70)(cid:78)(cid:72)(cid:87)(cid:3)(cid:40)(cid:81)(cid:87)(cid:85)(cid:92)(cid:3)(cid:80)(cid:68)(cid:71)(cid:72)(cid:3)(cid:82)(cid:81)(cid:3)0(cid:3)5(cid:3)(cid:3)/(cid:3)1(cid:3)(cid:3)3/2020(cid:47)(cid:82)(cid:85)(cid:76)(cid:3)(cid:57)(cid:82)(cid:86)(cid:72)(cid:77)(cid:83)(cid:78)(cid:68)(cid:15)(cid:3)(cid:38)(cid:79)(cid:72)(cid:85)(cid:78)(cid:15)(cid:3)(cid:69)(cid:92)(cid:3)(cid:46)(cid:49)

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EXHIBIT B (Notice)

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UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF MINNESOTA Jointly Administered Under Case No. 19-33629 (WJF) In re: Case No.: 19-33629 Minnesota School of Business, Inc., Case No.: 19-33632 Globe University, Inc., Chapter 11 Cases Debtors. NOTICE OF HEARING ON INTERIM APPLICATIONS FOR ALLOWANCE OF FEES AND EXPENSES OF THE CHAPTER 11 TRUSTEE, CHAPTER 11 TRUSTEE PROFESSIONALS, AND NOTICING AGENT TO THE DEBTORS TO: Parties filing Proofs of Claim and Trade Creditors in the above-referenced cases. 1. The Applications for allowance of professional fees and expenses for the court-appointed Chapter 11 Trustee, James A. Bartholomew (the “Trustee”), Lighthouse Management Group, Inc. (“Lighthouse”), Stinson LLP (“Stinson”), Winthrop & Weinstine, P.A. (“Winthrop”), and Donlin, Recano & Company, Inc. (“Donlin”) are set for hearing on Tuesday, May 11, 2021 at 9:30 a.m., or as soon thereafter as counsel may be heard, in Courtroom 2B, 232 Warren E. Burger Federal Building and U.S. Courthouse, 316 North Robert Street, St. Paul, Minnesota 55101. You may obtain a copy of the Applications from the undersigned or online at https://www.donlinrecano.com/Clients/msb/Dockets. 2. In the Applications, the Trustee seeks allowance of $17,652.76 in compensation and expenses, Stinson seeks allowance of $76,922.50 in post-petition fees and expenses, Winthrop seeks $4,476.00 in post-petition fees and expenses, Lighthouse seeks $11,583.35 in post-petition fees and expenses, and Donlin seeks $5,897.63 in post-petition fees and expenses.

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3. You are not required to file a response or attend the hearing, but if you do so, any response to the Applications must be filed and served not later than Thursday, May 6, 2021, which is five days before the date set for hearing (including Saturday, Sunday, and holidays). UNLESS A RESPONSE OPPOSING THE APPLICATION IS TIMELY FILED, THE COURT MAY GRANT THE APPLICATION WITHOUT A HEARING Dated: April 14, 2021 /s/ Edwin H. Caldie Edwin H. Caldie (#0388930) Phillip J. Ashfield (#0388990) STINSON LLP 50 South Sixth Street Suite 2600 Minneapolis, MN 55402 Telephone: 612.335.1500 ed.caldie@stinson.com phillip.ashfield@stinson.com COUNSEL FOR THE CHAPTER 11 TRUSTEE

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UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF MINNESOTA Jointly Administered Under Case No. 19-33629 (WJF) In re: Case No.: 19-33629 Minnesota School of Business, Inc., Case No.: 19-33632 Globe University, Inc., Chapter 11 Cases Debtors. ORDER ALLOWING THIRD INTERIM APPLICATION FOR COMPENSATION FOR JAMES A. BARTHOLOMEW, CHAPTER 11 TRUSTEE This matter came before the court on the Third Interim Application of James A. Bartholomew, Chapter 11 Trustee, for allowance of compensation and reimbursement of expenses, January 1, 2021 through February 28, 2021. IT IS ORDERED: 1. Compensation to the Trustee in the amount of $17,651.76 and reimbursement of expenses in the amount of $1.00 is ALLOWED. 2. The Chapter 11 Trustee may pay himself the amounts allowed under Paragraph 1. Dated: _________________________ William J. Fisher United States Bankruptcy Judge

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