Millennium Management LLC

Item 5 Fees and Compensation

Funds

The fees, expenses and/or allocations associated with an investment in a Fund vary, depending on the specific Fund,
and are detailed in the Fund’s offering document. Any applicable fees, expenses and/or allocations are deducted from
a Fund investor’s assets as described in such Fund’s offering document.

Performance-based allocations or fees are generally allocated or paid, respectively, annually and upon an investor’s
withdrawal or redemption from the applicable Fund. In the case of one Millennium Partners Fund, asset-based fees
are paid quarterly in advance and are generally subject to proration for (i) a subscription that does not fall on the first
day of a quarter or (ii) a withdrawal or redemption that does not fall on the last day of a quarter.

Millennium Partners, L.P. (“Millennium Partners”) and its Feeder Funds (together with Millennium Partners as the
context may require, the “Millennium Partners Funds”)

The Millennium Partners Funds generally bear, directly or indirectly, all expenses incurred in connection with the
operation of the Millennium Partners Funds, without limitation (which are therefore borne by the investors in the
Millennium Partners Funds), other than as described in Item 11 under “Portfolio Manager Investment in Own
Strategies.” We generally refer to this as an “expense pass-through.” Each Millennium Partners Fund also pays us a
performance-based allocation and/or an asset-based fee, and is generally responsible for:

                 a generally pro rata portion of all of the fees and expenses that such Millennium Partners Fund and
                  its affiliates incur (which include, among other things, the salaries, fringe benefits, bonuses, fees and
                  performance-based compensation (collectively, “compensation”) and expenses paid or reimbursed
                  to Portfolio Managers (as defined in Item 8 of this Brochure), other employees, consultants,
                  subcontractors and agents, fees paid to persons or entities who assist in identifying and recruiting
                  Portfolio Managers, expenses related to computers and other equipment and expenses related to
                  maintaining offices, including leases and fixtures); and

                 all fees and expenses incurred in connection with any transactions, engagements, and other
                  agreements that such Millennium Partners Fund enters into on its own behalf, including, among
                  other things, costs and expenses of its administrator, expenses incurred in connection with the private
                  placement of interests (other than placement fees), and, with respect to non-U.S. Millennium
                  Partners Funds, directors’ fees and expenses.

         Millennium Partners Funds in the aggregate bear all of the compensation paid to the Portfolio Managers
         (including Portfolio Managers that are Relying Advisers) and other employees of, and consultants to, the
         Firm and its affiliates. The compensation expenses also include management or “base” fees that are charged
         by certain Portfolio Managers or third-party funds. In addition, certain personnel who assist in overseeing
         groups of Portfolio Managers (e.g., the head of a particular strategy) receive compensation based on the
         overall performance of such Portfolio Managers. This compensation of Portfolio Managers and such
         personnel responsible for overseeing Portfolio Managers (as well as other Millennium employees) is separate
         from and in addition to the performance- and/or asset-based compensation we receive from the Millennium
         Partners Funds, which compensates us for services provided by our principal. Such expense is deducted prior
         to calculation of the performance- and/or asset-based compensation we receive from the Millennium Partners
         Funds. Compensation of a Portfolio Manager is generally determined as a percentage of profits earned by
         such Portfolio Manager during the preceding calendar year, with profits measured on an accrual (i.e., mark-
         to-market) basis and without taking into account the performance of other Portfolio Managers or of the
         Millennium Partners Funds generally. If a Portfolio Manager suffers net losses during the year, generally the
         losses are carried forward and past losses must be made up before performance-based compensation becomes
         payable in subsequent years. Portfolio Managers also receive a salary, which is generally treated as an
         advance against their performance-based compensation if there are profits (although, for certain Portfolio
         Managers, salary is instead treated as an expense of their respective accounts). There is generally no
         “carryback” or “clawback” of losses to permit recouping of performance-based compensation from prior
         years. Portfolio Managers with positive performance will receive performance-based compensation even if

        the Millennium Partners Funds’ overall returns are negative. We have agreed, and may in the future agree,
        to “guarantee” a level of compensation for a Portfolio Manager or other personnel for a particular year (or
        years) or to replace compensation that a Portfolio Manager or other personnel has forfeited in connection with
        the termination of prior employment. We have from time to time in the past negotiated, and may in the future
        negotiate, different compensation arrangements with Portfolio Managers and other personnel than those
        described above.

        In addition to the expenses listed above, the expenses of the Millennium Partners Funds, which are paid
        directly or indirectly by such Millennium Partners Funds, include all expenses directly or indirectly related
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Item 7 Types of Clients

We manage private funds, and certain Relying Advisors have entered into separately managed account agreements to
provide discretionary investment advisory services to certain institutional investors. In the future, we may provide
investment advice to other clients, including other funds and separately managed accounts.

We require Separate Account Clients to enter into a written investment management agreement. Minimum account
sizes will vary and we may waive any account minimum.