Investment Company Act of 1940 — Section 6(b), Rule 6b-1
Tudor Employee Investment Fund LLC and Tudor Investment Corporation
April 28, 2015
RESPONSE OF THE OFFICE OF CHIEF COUNSEL
DIVISION OF INVESTMENT MANAGEMENT
IM Reference No. 20147281755
File No. 813-00359
Your letter dated April 23, 2015 requests our assurance that we would not recommend enforcement action to the Securities and Exchange Commission ("Commission") under certain provisions of the Investment Company Act of 1940 ("1940 Act"), against any person covered by, and relying on, an exemptive order issued on September 29, 2010 (such order, the "Order," and each such person, a "Covered Person"), in the circumstances described below. Covered Persons include Tudor Employee Investment Fund LLC ("Investment Fund"), Tudor Investment Corporation ("Tudor"), and any future pooled investment vehicle ("Subsequent Fund," and together with the Investment Fund, the "Funds") formed for the benefit of eligible employees of Tudor and its affiliates, as defined in rule 12b-2 under the Securities Exchange Act of 1934 (Tudor and such affiliates, each a "Tudor Group Entity," and the employees, "Eligible Employees").
Pursuant to the Order, the Investment Fund currently operates, and each Subsequent Fund will operate, as a non diversified closed-end management investment company that meets the definition of "employees' securities company" in section 2(a)(13) of the 1940 Act ("ESC"). You state that a Tudor Group Entity acts, or in the case of the Subsequent Funds, will act, as the general partner or managing member ("Manager") and as the investment adviser ("Investment Adviser") of each Fund. You also state that a Tudor Group Entity may act as investment adviser to certain affiliated or non affiliated private investment funds in which a Fund may invest ("Underlying Funds").
The Order was granted on the basis of the representations, and subject to the conditions, set forth in the amended application filed on September 1, 2010 (the "Application"). One of the representations in the Application ("Representation") was as follows:
Neither the Manager nor any Investment Adviser will receive any management fees from a Fund for its management activities on behalf of such Fund. An Investment Adviser may receive compensation for acting as an investment adviser to an Underlying Fund, but will waive any such compensation it receives directly related to a Fund's investment in such Underlying Fund.
You state that, because the portfolio managers of an Investment Adviser to an Underlying Fund must be compensated for their investment advisory services, from time to time Tudor establishes limits on the amounts of management fee free assets that may be invested in the Underlying Fund. You state that once these limits have been reached, additional investments in an Underlying Fund would be available to the Funds only if the above-referenced waiver provided for in the Application ("Waiver") is eliminated. You represent that Eligible Employees generally have expressed a desire to obtain additional exposure to the Underlying Funds managed by Tudor.
Your letter requests assurance that we would not recommend enforcement action to the Commission under the Relevant Provisions against a Covered Person if, notwithstanding the Representation, an Investment Adviser does not waive management fees or other compensation that it receives for acting as an investment adviser to an Underlying Fund and which is directly related to a Fund's investment in such Underlying Fund. You state that all of the other representations and conditions in the Application will be met. You note that similar recent exemptive orders granted to ESCs generally do not provide for such waivers.
You also represent as follows:
- each investor in the Investment Fund will receive a supplement to the Investment Fund's offering memorandum, together with a cover letter (collectively, the "Notice"), explaining the elimination of the Waiver, the resulting consequences for the Investment Fund's investors, and the opportunity to redeem the investor's interest in the Investment Fund prior to the elimination of the Waiver (detailed below), and setting forth the procedure for such redemption;
- the investor will have no fewer than 20 calendar days after receiving the Notice to submit a request to redeem any or all of the investor's interest in the Investment Fund, without penalty, prior to the effective date of the elimination of the Waiver ("Redemption Period");
- Tudor and the Investment Fund will make a good faith effort to ensure that, absent exceptional circumstances, each investor will receive 95% of his or her redemption amount within 10 business days after the redemption date and the remainder within 45 business days after the redemption date; and
- you do not expect any negative consequences from the redemptions for investors that choose to remain in the Investment Fund.
Based on the facts and representations set forth in your letter, we would not recommend that the Commission take enforcement action against a Covered Person under the Relevant Provisions if the Waiver is eliminated as described above. This response expresses our view on enforcement action only and does not express any legal or interpretive conclusion on the issues presented. Because our position is based upon all of the facts and representations in your letter, any different facts or representations may require a different conclusion.
Kieran G. Brown
 Tudor Employee Investment Fund LLC and Tudor Investment Corporation, Investment Company Act Release Nos. 29409 (September 3, 2010) (notice) and 29449 (September 29, 2010) (Order).
 The Order exempts Covered Persons from all provisions of the 1940 Act, except section 9 and sections 36 through 53, and the rules and regulations thereunder. With respect to sections 17 and 30 of the 1940 Act, and the rules and regulations thereunder, and rule 38a-1 under the 1940 Act, the exemption granted by the Order is limited as set forth in the Application (defined below). The provisions of the 1940 Act and the rules and regulations thereunder from which the Order grants relief, to the extent the Order grants relief from them, are hereinafter referred to as the "Relevant Provisions."
 You state that this same rationale would apply to Underlying Funds managed by other Tudor Group Entities for which you are also requesting our assurance.
 You state that, consistent with the Representation, none of the Manager, any Investment Adviser, a Tudor Group Entity, or any of their employees will receive any management fees or other compensation from a Fund for its management activities on behalf of such Fund.
 You represent that all restrictions on redemption will be waived during the Redemption Period. Further, you state that you do not expect that investors will be subject to significant adverse tax consequences if they redeem their interests during the Redemption Period because the Investment Fund is taxed as a partnership and investors are allocated their share of the Investment Fund's taxable income or loss on an annual basis.
The Incoming Letter is in Acrobat format.