UNITED STATES OF AMERICA
Before the
SECURITIES AND EXCHANGE COMMISSION

Securities Exchange Act of 1934
Release No. 34-55841 / May 31, 2007

Administrative Proceeding File No. 3-12116

Administrative Proceeding File No. 3-11292

Notice is hereby given, pursuant to Rule 1103 of the Securities and Exchange Commission's ("Commission") Rules on Fair Fund and Disgorgement Plans, 17 C.F.R. §201.1103, that Professor Joseph A. Grundfest, the Independent Distribution Consultant in these matters, has submitted to the Division of Enforcement his proposed plan ("Distribution Plan") for the distribution of monies placed into a Fair Fund, pursuant to Section 308 of the Sarbanes-Oxley Act of 2002, in In the Matter of Millennium Partners, et al. and In the Matter of Steven B. Markovitz. On December 1, 2005, in In the Matter of Millennium Partners, et al., the Commission issued an Order Instituting Administrative and Cease-and-Desist Proceedings Pursuant to Section 8A of the Securities Act of 1933, Section 21C of the Securities Exchange Act of 1934, Sections 203(e) and 203(f) of the Investment Advisers Act of 1940, Section 9(b) of the Investment Company Act of 1940 and Rule 102(e) of the Commission's Rules of Practice, Making Findings and Imposing Remedial Sanctions and a Cease-and-Desist Order ("Millennium Order") against Millennium Partners, L.P., Millennium Management, L.L.C., Millennium International Management L.L.C., Israel Englander, Terence Feeney, Fred Stone, and Kovan Pillai (collectively, "Millennium Respondents"). Among other things, the Millennium Order directed the Millennium Respondents to pay disgorgement in the amount of $148,000,004 and civil penalties in the amount of $32,175,000. On October 11, 2006, in In the Matter of Steven B. Markovitz, the Commission issued an Order Making Findings and Imposing Disgorgement and Civil Penalties Pursuant to Section 203(f) of the Investment Advisers Act of 1940 and Section 9(b) of the Investment Company Act of 1940 ("Markovitz Order") against Steven B. Markovitz ("Markovitz"). Among other things, the Markovitz Order directed Markovitz to pay disgorgement in the amount of $1.00 and civil penalties in the amount of $400,000.

OPPORTUNITY FOR COMMENT

Pursuant to this Notice, all interested parties are advised that the Distribution Plan may be obtained by visiting http://www.sec.gov, or by submitting a written request to Timothy Wei, United States Securities and Exchange Commission, Northeast Regional Office, 3 World Financial Center – Suite 400, New York, NY 10281-1022. Further, all persons desiring to comment on the Distribution Plan may submit their views, in writing, no later than July 2, 2007:

1. to the Office of the Secretary, United States Securities and Exchange Commission, 100 F Street, N.E., Washington, DC 20549-1090;
    
2. by using the Commission's Internet comment form (http://www.sec.gov/litigation/admin.shtml); or
    
3. by sending an e-mail to rule-comments@sec.gov.

Comments submitted by e-mail or via the Commission's website should include the appropriate Administrative Proceeding File Number (3-12116) on the subject line.

Comments received will be publicly available. Persons should submit only information that they wish to make publicly available.

THE DISTRIBUTION PLAN

The Distribution Plan concerns the distribution of disgorgement and civil penalties paid by the Millennium Respondents pursuant to the Millennium Order and Markovitz pursuant to the Markovitz Order. The Distribution Plan describes the procedures by which Professor Grundfest identified the entities who were harmed by the violations committed by the Millennium Respondents and Markovitz, as found by the Commission in the Millennium Order and the Markovitz Order. The Distribution Plan further describes the procedures by which Professor Grundfest will calculate the total amounts to be paid to the harmed entities, and distribute those amounts to those harmed entities.

For the Commission, by its Secretary, pursuant to delegated authority.

See also Proposed Distribution Plan

http://www.sec.gov/litigation/admin/2007/34-55841.htm