Millennium Asset Management LLC

Item 5        Fees and Compensation

    A. Describe how you are compensated for your advisory services. Provide your fee schedule. Disclose
       whether the fees are negotiable.

    Note: If you are an SEC-registered adviser, you do not need to include this information in a brochure that is
    delivered only to qualified purchasers as defined in section 2(a)(51)(A) of the Investment Company Act of
    1940.

    B. Describe whether you deduct fees from clients’ assets or bill clients for fees incurred. If clients may select
       either method, disclose this fact. Explain how often you bill clients or deduct your fees.

    C. Describe any other types of fees or expenses clients may pay in connection with your advisory services,
       such as custodian fees or mutual fund expenses. Disclose that clients will incur brokerage and other
       transaction costs, and direct clients to the section(s) of your brochure that discuss brokerage.

    D. If your clients either may or must pay your fees in advance, disclose this fact. Explain how a client may
       obtain a refund of a pre-paid fee if the advisory contract is terminated before the end of the billing period.
       Explain how you will determine the amount of the refund.

    E. If you or any of your supervised persons accepts compensation for the sale of securities or other investment
       products, including asset-based sales charges or service fees from the sale of mutual funds, disclose this
       fact and respond to Items 5.E.1, 5.E.2, 5.E.3 and 5.E.4.

         1.   Explain that this practice presents a conflict of interest and gives you or your supervised persons an
              incentive to recommend investment products based on the compensation received, rather than on a
              client’s needs. Describe generally how you address conflicts that arise, including your procedures for

              disclosing the conflicts to clients. If you primarily recommend mutual funds, disclose whether you
              will recommend “no-load” funds.

         2.   Explain that clients have the option to purchase investment products that you recommend through
              other brokers or agents that are not affiliated with you.

         3.   If more than 50% of your revenue from advisory clients results from commissions and other
              compensation for the sale of investment products you recommend to your clients, including asset-
              based distribution fees from the sale of mutual funds, disclose that commissions provide your primary
              or, if applicable, your exclusive compensation.

         4.   If you charge advisory fees in addition to commissions or markups, disclose whether you reduce your
              advisory fees to offset the commissions or markups.

         Note: If you receive compensation in connection with the purchase or sale of securities, you should
         carefully consider the applicability of the broker-dealer registration requirements of the Securities
         Exchange Act of 1934 and any applicable state securities statutes.

Item 7        Types of Clients

Describe the types of clients to whom you generally provide investment advice, such as individuals, trusts,
investment companies, or pension plans. If you have any requirements for opening or maintaining an account, such
as a minimum account size, disclose the requirements.