Investment Advisers Act of 1940 - Section 206(4) and Rule 206(4)-3
Millennium Partners, L.P., et al

March 9, 2006

We would not recommend enforcement action to the United States Securities and Exchange Commission ("Commission") under Section 206(4) of the Investment Advisers Act of 1940 ("Advisers Act") and Rule 206(4)-3 thereunder if any investment adviser that is required to be registered pursuant to Section 203 of the Advisers Act pays to Millennium Partners, L.P., Millennium Management, L.L.C., and Millennium International Management, L.L.C. (collectively, "Millennium") or Israel Englander, Terrence Feeney, or Fred Stone (collectively, "Millennium Persons") or any other of Millennium's associated persons, as defined in Section 202(a)(17) of the Advisers Act, a cash solicitation fee, directly or indirectly, for the solicitation of advisory clients in accordance with Rule 206(4)-3,¹ notwithstanding an administrative order of the Commission ("Final Commission Order") that otherwise would preclude such an investment adviser from paying such a fee, directly or indirectly, to the Millennium Persons or Millennium.²

Our position is based on the facts and representations in your incoming letter dated March 9, 2006, particularly the representations of the Millennium Persons and Millennium that:

1. they will conduct any cash solicitation arrangement entered into with any investment adviser required to be registered under Section 203 of the Advisers Act in compliance with the terms of Rule 206(4)-3 except for the investment adviser's payment of cash solicitation fees, directly or indirectly, to the Millennium Persons, who are, or Millennium, which is, subject to the Final Commission Order;
2. they will comply with the terms of the Final Commission Order, including, but not limited to, the payment of disgorgement and civil money penalties;
3. for ten years from the date of the entry of the Final Commission Order, the Millennium Persons, Millennium, or any investment adviser with which either the Millennium Persons have or Millennium has a solicitation arrangement subject to Rule 206(4)-3 will disclose the Final Commission Order in a written document that is delivered to each person whom the Millennium Persons solicit or Millennium solicits (a) not less than 48 hours before the person enters into a written or oral investment advisory contract with the investment adviser or (b) at the time the person enters into such a contract, if the person has the right to terminate such contract without penalty within 5 business days after entering into the contract.

Our position also is based on your representation that Millennium and the Millennium Persons currently are not engaged in any cash solicitation activities that are subject to Rule 206(4)-3. This position applies only to the Final Commission Order and not to any other basis for disqualification under Rule 206(4)-3 that may exist or arise with respect to the Millennium Persons or Millennium.

Stephan N. Packs
Senior Counsel

Endnotes

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¹ Rule 206(4)-3 prohibits any investment adviser that is required to be registered under the Advisers Act from paying a cash fee, directly or indirectly, to any solicitor with respect to solicitation activities if, among other things, the solicitor has been found by the Commission to have engaged, or has been convicted of engaging, in any of the conduct specified in Section 203(e)(1), (5), or (6) of the Advisers Act, or who is subject to an order, judgment, or decree described in Section 203(e)(4) of the Advisers Act.

² In the Matter of Millennium Partners, L.P., Millennium Management, L.L.C., Millennium International Management, L.L.C., Israel Englander, Terrence Feeney, Fred Stone, and Kovan Pillai, Securities Act Release No. 8639 (Dec. 1, 2005).

Incoming Letter

The Incoming Letter is in Acrobat format.

http://www.sec.gov/divisions/investment/noaction/millennium030906.htm