SEC Division of Investment Management staff letter: Tudor Employee Investment Fund LLC and Tudor Investment Corporation

Fried, Frank, Harris, Shriver &Jacobson LLP
One New York Plaza
New York, New York 10004-1980 RIEDFRAN
Tel: +1.212.859.8000
Fax: +1.212.859.4000 www.friedfrank.com
April23, 2015
Kieran G. Brown, Esq.
Senior Counsel
U.S. Securities and Exchange Commission

Division of Investment Management, Chief Counsel's Office

100 F Street NE

Washington, DC 20549

Re: Tudor Employee Investment Fund LLC and Tudor Investment Corporation Dear Mr. Brown:
The undersigned respectfully requests that the staff of the Division of Investment Management (the "Staff') of the U.S. Securities and Exchange Commission (the "Commission") advise that it will not recommend enforcement action under the provisions of the Investment Company Act of 1940, as amended (the "Act"), to the extent the Order (as defined below) granted relief from them ("Relevant Provisions"), against any person covered by, and relying on, the Order ("Covered Person"), in the circumstances described below. The undersigned makes this request on behalf of (i) Tudor Employee Investment Fund LLC (the "Investment Fund"), (ii) Tudor Investment Corporation ("Tudor" and together with the Investment Fund, "Applicants"), and (iii) future pooled investment vehicles formed for the benefit of eligible employees of Tudor and its affiliates ("Subsequent Funds" and collectively with the Investment Fund, the "Funds"). Tudor and its "affiliates," as defined in rule 12b-2 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), are referred to collectively as the "Tudor Group" and each entity within the Tudor Group is referred to individually as a "Tudor Group Entity." Background The Applicants filed an application for exemptive relief on December 6, 2005, and most recently filed an amendment to the application on September 1, 201 0 (as amended, the "Application"). On September 29, 2010, Applicants received an exemptive order from the Commission.' The Order was issued under sections 6(b) and 6( e) of the Act. The Order conditionally exempts Applicants (and any Subsequent Funds) from all provisions of the Act, except section 9 and sections 36 through 53, and the rules and regulations thereunder. 2 The Investment Fund currently operates, and each Subsequent Fund will operate, as a non-diversified closed-end management investment company and an "employees' securities company" ("ESC") within the meaning of section 2(a)(13) ofthe Act. The Investment Fund currently is, and each Subsequent Fund will be, established to enable eligible employees of the Tudor Group, through their 1 Investment Company Act Release No. 29409 (September 3, 2010) (notice) and Investment Company Act Release No. 29449 (September 29, 2010) (the "Order"). 2 With respect to sections 17 and 30 of the Act, and the rules and regulations thereunder, and rule 38a-1 under the Act, the exemption granted by the Order, and the assurance we request, are limited as set forth in the Application. New York • Washington DC • London • Paris • Frankfurt • Hong Kong • Shanghai Fried, Frank, Harris, Shriver & Jacobson LLP is a Delaware Limited Liability Partnership