55372 Federal Register / Vol. 75, No. 175 / Friday, September 10, 2010 / Notices 

1Applicants are not requesting any exemption 

from any provision of the Act or any rule 

thereunder that may govern a Fund’s eligibility to 

invest in an Underlying Fund relying on section 

3(c)(1) or 3(c)(7) of the Act or any Underlying 

Fund’s status under the Act. 

2A ‘‘Manager’’ is either the general partner of any 

Fund organized as a limited partnership or the 

managing member of any Fund organized as a 

limited liability company. 

SECURITIES AND EXCHANGE 

COMMISSION 

[Investment Company Act Release No. 

29409; File No. 813–359] 

Tudor Employee Investment Fund LLC 

and Tudor Investment Corporation; 

Notice of Application 

September 3, 2010. 

AGENCY: Securities and Exchange 

Commission (‘‘Commission’’). 

ACTION: Notice of an application for an 

order under sections 6(b) and 6(e) of the 

Investment Company Act of 1940 (the 

‘‘Act’’) granting an exemption from all 

provisions of the Act, except section 9 

and sections 36 through 53, and the 

rules and regulations under those 

sections. 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 is limited 

as set forth in the application. 

SUMMARY: Summary of Application: 

Applicants request an order to exempt 

certain limited liability companies and 

other investment vehicles formed for the 

benefit of eligible employees of Tudor 

Investment Corporation (‘‘Tudor’’) and 

its affiliates from certain provisions of 

the Act. Each limited liability company 

and other investment vehicle will be an 

‘‘employees’ securities company’’ within 

the meaning of section 2(a)(13) of the 

Act. 

Applicants: Tudor Employee 

Investment Fund LLC (‘‘Investment 

Fund’’) and Tudor. 

DATES: Filing Dates: The application was 

filed on December 6, 2005, and 

amended on August 22, 2007, June 9, 

2008, June 26, 2009, June 25, 2010 and 

September 1, 2010. 

Hearing or Notification of Hearing: An 

order granting the application will be 

issued unless the Commission orders a 

hearing. Interested persons may request 

a hearing by writing to the 

Commission’s Secretary and serving 

applicants with a copy of the request, 

personally or by mail. Hearing requests 

should be received by the Commission 

by 5:30 p.m. on September 28, 2010, 

and should be accompanied by proof of 

service on applicants, in the form of an 

affidavit or, for lawyers, a certificate of 

service. Hearing requests should state 

the nature of the writer’s interest, the 

reason for the request, and the issues 

contested. Persons who wish to be 

notified of a hearing may request 

notification by writing to the 

Commission’s Secretary. 

ADDRESSES: Secretary, U.S. Securities 

and Exchange Commission, 100 F 

Street, NE., Washington, DC 20549– 

1090; Applicants, 1275 King Street, 

Greenwich, CT 06831. 

FOR FURTHER INFORMATION CONTACT: Jean 

E. Minarick, Senior Counsel, at (202) 

551–6811 or Janet M. Grossnickle, 

Assistant Director, at (202) 551–6821 

(Division of Investment Management, 

Office of Investment Company 

Regulation). 

SUPPLEMENTARY INFORMATION: The 

following is a summary of the 

application. The complete application 

may be obtained via the Commission’s 

Web site by searching for the file 

number, or an applicant using the 

Company name box, at http:// 

www.sec.gov/search/search.htm or by 

calling (202) 551–8090. 

Applicants’ Representations 

1. Tudor, a Delaware corporation, is 

registered with the Commodity Futures 

Trading Commission (‘‘CFTC’’) as a 

commodity pool operator and 

commodity trading advisor, and is a 

member of the U.S. National Futures 

Association in such capacities. 

Applicants represent that Tudor is 

exempt from registration as an 

investment adviser with the 

Commission under the Investment 

Advisers Act of 1940 (the ‘‘Advisers 

Act’’). Tudor and its ‘‘affiliates,’’ as 

defined in rule 12b–2 under the 

Securities Exchange Act of 1934 

(‘‘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.’’ 

2. Tudor has established the 

Investment Fund as a Delaware limited 

liability company and may in the future 

establish additional pooled investment 

vehicles identical in all material 

respects to the Investment Fund (other 

than investment objectives and 

strategies and form of organization) (the 

‘‘Subsequent Funds’’ and collectively 

with the Investment Fund, the ‘‘Funds,’’ 

and each, a ‘‘Fund’’) for the benefit of 

current or former key employees, 

officers, directors and current 

consultants of the Tudor Group and 

certain entities and individuals 

affiliated with employees of the Tudor 

Group who invest in a Fund (‘‘Fund 

Investors’’). The Funds are designed 

primarily to create capital building 

opportunities that are competitive with 

those at other investment management 

firms and to facilitate the recruitment 

and retention of high caliber 

professionals. Tudor will control each 

Fund within the meaning of the Act. 

3. Each Fund will operate as a nondiversified closed-end management 

investment company. Each Fund will be 

an ‘‘employees’ securities company’’ 

within the meaning of section 2(a)(13) of 

the Act. Each Fund will be established 

to enable Eligible Investors, as defined 

below, through their investment in a 

Fund to achieve long-term capital 

appreciation through investment in 

affiliated and non-affiliated private 

investment funds (each an ‘‘Underlying 

Fund’’), certain of which are advised by 

a Tudor Group Entity.1 The Underlying 

Funds in which a Fund invests will be 

either investment companies excluded 

from registration under the Act or funds 

not primarily engaged in the business of 

investing, reinvesting, or trading 

securities, e.g., commodity pools. The 

investment objectives and policies for 

each Fund may vary from Fund to Fund. 

Participation in the Funds is voluntary. 

4. A Tudor Group Entity will serve as 

the manager (‘‘Manager’’) of each Fund.2

The same or a different Tudor Group 

Entity will serve as the investment 

adviser (each an ‘‘Investment Adviser’’) 

of each Fund. The Investment Adviser 

will register as an investment adviser 

under the Advisers Act, if required 

under applicable law. 

5. The Tudor Group, the Manager and 

any other person acting for or on behalf 

of a Fund shall act in the best interest 

of the Fund and its Fund Investors. 

Whenever the Tudor Group, the 

Manager or any other person acting for 

or on behalf of the Funds is required or 

permitted to make a decision, take or 

approve an action, or omit to do any of 

the foregoing in such person’s 

discretion, then that person shall 

exercise such discretion in accordance 

with reasonableness and good faith and 

any fiduciary duties owed to the Fund 

and its Fund Investors. The 

organizational documents for, and any 

other contractual arrangement 

regarding, the Funds will not contain 

any provision which protects or 

purports to protect the Tudor Group, the 

Manager or their delegates against any 

liability to a Fund or its Fund Investors 

to which such person would otherwise 

be subject by reason of willful 

misfeasance, bad faith, or gross 

negligence in the performance of such 

person’s duties, or by reason of such 

person’s reckless disregard of such 

person’s obligations and duties under 


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Federal Register / Vol. 75, No. 175 / Friday, September 10, 2010 / Notices 55373 

3A ‘‘Consultant’’ is a person or entity who is on 

retainer with a Tudor Group Entity at the time 

Interests are offered to the Consultant to provide 

services and professional expertise to a Tudor 

Group Entity on an ongoing basis as a regular 

consultant or as a business or legal adviser and who 

shares a community of interest with the Tudor 

Group and its employees. 

such contract or organizational 

documents. 

6. Interests in the Funds (‘‘Interests’’) 

will be offered without registration in 

reliance on section 4(2) of the Securities 

Act of 1933 (‘‘Securities Act’’) or 

Regulation D under the Securities Act 

(‘‘Regulation D’’), and will be offered and 

sold only to Eligible Investors. An 

‘‘Eligible Investor’’ is defined as (a) any 

Tudor Group Entity that meets the 

standards set forth below and (b) an 

officer, director, or employee of the 

Tudor Group who has been employed 

by a Tudor Group Entity for at least one 

year and ‘‘Consultants’’ 3 of the Tudor 

Group (collectively, ‘‘Tudor 

Employees’’), each of which meets the 

standards, as applicable, set forth below. 

Each Eligible Investor must have, in the 

reasonable belief of the Manager, the 

knowledge, sophistication and 

experience in business and financial 

matters to be capable of evaluating the 

merits and risks of investing in a Fund 

and be able to bear the economic risk of 

such investment, and be able to afford 

a complete loss of the investment. 

7. To be a Tudor Employee, an 

individual must be (a) an accredited 

investor under rule 501(a)(5) or 

501(a)(6) of Regulation D under the 

Securities Act and (b) a ‘‘qualified 

eligible person’’ under rule 4.7 

promulgated by the CFTC. A Tudor 

Employee is a ‘‘qualified eligible person’’ 

under CFTC rule 4.7(a)(2)(vii) if he or 

she is a ‘‘knowledgeable employee,’’ as 

defined in rule 3c–5 under the Act, of 

a Tudor Group Entity. Any Tudor Group 

Entity including the Manager and the 

Investment Adviser will be required to 

be accredited investors under 

Regulation D under the Securities Act to 

be an Eligible Investor. 

8. The investment objectives and 

strategies for each Fund will be set forth 

in offering documents relating to the 

Interests offered by the Fund. Prior to 

being invited to participate in a Fund, 

each Eligible Investor will receive a 

copy of the offering documents and the 

operating agreement (or other 

organizational document) of the Fund or 

an offering memorandum, which will 

set forth all the terms of participation in 

the Fund. The Managers will send an 

annual report to each Fund Investor not 

later than 120 days after the close of the 

fiscal year, which will contain financial 

statements of the Fund that have been 

audited by independent accountants. 

For purposes of this requirement ‘‘audit’’ 

shall have the meaning defined in rule 

1–02(d) of Regulation S–X. In addition, 

Fund Investors will receive at least 

annually all information necessary to 

enable the Fund Investors to prepare 

their Federal and State income tax 

returns. 

9. Interests in the Funds will be nontransferable by a Fund Investor except 

with the express consent of the 

Manager. No person will be admitted as 

a Fund Investor unless the person is an 

Eligible Investor, except that a legal 

representative of the estate of a deceased 

Fund Investor may hold that Fund 

Investor’s Interest in order to settle the 

Fund Investor’s estate or administer its 

property. No fee of any kind will be 

charged in connection with the sale of 

Interests. 

10. Upon termination of employment 

with a Tudor Group Entity, an Eligible 

Investor, other than a Consultant, who 

has been employed by the Tudor Group 

for at least three years will remain 

eligible to invest in a Fund or continue 

to hold Interests in a Fund, as 

applicable, at the discretion of the 

Manager of that Fund, for a period of 

one year for each full year of 

employment (subject to a maximum of 

ten years), and thereafter such Interests 

will be subject to a mandatory 

redemption. Interests held by a 

Consultant whose retainer has been 

terminated or expired will be subject to 

mandatory redemption, and unlike 

other Eligible Investors, Consultants 

may not invest in a Fund or continue to 

hold Interests in a Fund based on their 

length of service to the Tudor Group. 

Consultants no longer on retainer with 

a Tudor Group Entity will no longer be 

Eligible Investors. The repurchase price 

for Interests will be based on net asset 

value pursuant to the Fund’s 

organization and offering documents. 

11. A Fund may leverage its 

investments in any of the Underlying 

Funds by entering into borrowing 

arrangements with third parties, 

including a Tudor Group Entity, in 

order to gain greater exposure to the 

Underlying Funds. Each such Fund loan 

will be made at an interest rate no less 

favorable than that which could be 

obtained on an arm’s length basis. A 

Fund will not borrow from any person 

if the borrowing would cause any 

person not named in section 2(a)(13) of 

the Act to own outstanding securities of 

the Fund (other than short-term paper). 

Any loan made to a Fund will be nonrecourse to the Fund Investors. 

12. A Fund will not acquire any 

security issued by a registered 

investment company if, immediately 

after the acquisition, the Fund would 

own more than 3% of the outstanding 

voting stock of the registered investment 

company. 

13. Neither the Manager nor any 

Investment Adviser will receive any 

management fees from a 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 Funds. 

Applicants’ Legal Analysis 

1. Section 6(b) of the Act provides, in 

part, that the Commission will exempt 

employees’ securities companies from 

the provisions of the Act to the extent 

that the exemption is consistent with 

the protection of investors. Section 6(b) 

provides that the Commission will 

consider, in determining the provisions 

of the Act from which the company 

should be exempt, the company’s form 

of organization and capital structure, the 

persons owning and controlling its 

securities, the price of the company’s 

securities and the amount of any sales 

load, how the company’s funds are 

invested, and the relationship between 

the company and the issuers of the 

securities in which it invests. Section 

2(a)(13) defines an employees’ securities 

company, in relevant part, as any 

investment company all of whose 

securities (other than short-term paper) 

are beneficially owned (a) by current or 

former employees, or persons on 

retainer, of one or more affiliated 

employers, (b) by immediate family 

members of such persons, or (c) by such 

employer or employers, together with 

any of the persons in (a) or (b). 

2. Section 7 of the Act generally 

prohibits investment companies that are 

not registered under section 8 of the Act 

from selling or redeeming their 

securities. Section 6(e) provides that, if, 

in connection with any order exempting 

an investment company from any 

provision of section 7, certain 

provisions of the Act, as specified by the 

Commission, will be applicable to the 

company and other persons dealing 

with the company as though the 

company were registered under the Act. 

Applicants request an order under 

sections 6(b) and 6(e) of the Act 

exempting the Funds from all 

provisions of the Act, except section 9 

and sections 36 through 53 of the Act, 

and the rules and regulations under the 

Act. 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 is limited as set 

forth in the application. 


srobinson on DSKHWCL6B1PROD with NOTICES
55374 Federal Register / Vol. 75, No. 175 / Friday, September 10, 2010 / Notices 

4An investment fund or separate account 

organized for the benefit of investors who are not 

affiliated with a Tudor Group Entity and over 

which a Tudor Group Entity exercises investment 

discretion (the ‘‘Third Party Funds’’). 

3. Section 17(a) generally prohibits 

any affiliated person of a registered 

investment company, or any affiliated 

person of an affiliated person, acting as 

principal, from knowingly selling or 

purchasing any security or other 

property to or from the company. 

Applicants request an exemption from 

section 17(a) to permit: (a) A Tudor 

Group Entity or a Third Party Fund 4 (or 

any affiliated person of a Third Party 

Fund), acting as principal, to engage in 

any transaction directly or indirectly 

with any Fund or any entity controlled 

by the Fund; (b) a Fund to invest in or 

engage in any transaction with any 

entity, acting as principal (i) in which 

the Fund, any company controlled by 

the Fund or any Tudor Group Entity or 

a Third Party Fund has invested or will 

invest or (ii) with which the Fund, any 

company controlled by the Fund, or a 

Tudor Group Entity or Third Party Fund 

is or will otherwise become affiliated or 

(c) a partner or other investor in any 

entity in which a Fund invests, acting 

as principal, to engage in transactions 

directly or indirectly with a Fund or any 

company controlled by a Fund. 

4. Applicants submit that an 

exemption from section 17(a) is 

consistent with the protection of 

investors and the purposes of the Act. 

Applicants state that the Fund Investors 

in each Fund will be informed of the 

possible extent of the Fund’s dealings 

with Tudor Group Entities or Third 

Party Funds and of the potential 

conflicts of interest that may exist. 

Applicants also state that, as 

professionals engaged in the investment 

management business, the Fund 

Investors will be able to understand and 

evaluate the attendant risks. Applicants 

assert that the community of interest 

among the Fund Investors and the 

Tudor Group will serve to reduce any 

risk of abuse in transactions involving a 

Fund and a Tudor Group Entity. 

5. Section 17(d) of the Act and rule 

17d–1 under the Act prohibit any 

affiliated person of a registered 

investment company, or any affiliated 

person of such person, acting as 

principal, from participating in any joint 

arrangement unless authorized by the 

Commission. Applicants request relief 

to permit affiliated persons of each 

Fund, or affiliated persons of such 

persons, to participate in, or effect any 

transaction in connection with, any 

joint arrangement in which the Fund or 

an entity controlled by the Fund is a 

participant. 

6. Applicants assert that compliance 

with section 17(d) would cause a Fund 

to forego investment opportunities 

simply because a Fund Investor, the 

Manager, or any other affiliated person 

of the Fund (or any affiliate of the 

affiliated person) had made a similar 

investment. Applicants also submit that 

the types of investment opportunities 

considered by a Fund often require each 

investor to make funds available in an 

amount that may be substantially greater 

than what a Fund may make available 

on its own. Applicants contend that, as 

a result, the only way in which a Fund 

may be able to participate in these 

opportunities may be to co-invest with 

other persons, including its affiliates. 

Applicants assert that the flexibility to 

structure co-investments and joint 

investments will not involve abuses of 

the type section 17(d) and rule 17d–1 

were designed to prevent. 

7. Co-investments with Third Party 

Funds will not be subject to condition 

3 below. Applicants note that, if a Tudor 

Group Entity invests its own capital in 

Third Party Fund investments, 

investments by the Tudor Group Entity 

will be subject to substantially the same 

terms as those applicable to the Third 

Party Fund. Applicants believe it is 

important that the interests of the Third 

Party Fund take priority over the 

interests of the Funds, and that the 

Third Party Fund not be burdened or 

otherwise affected by activities of the 

Funds. In addition, applicants assert 

that the relationship of a Fund to a 

Third Party Fund is fundamentally 

different from a Fund’s relationship to 

Tudor Group Entities. Applicants 

contend that the focus of, and the 

rationale for, the protections contained 

in the requested relief are to protect the 

Funds from any overreaching by any 

Tudor Group Entity in the employer/ 

employee context, whereas the same 

concerns are not present with respect to 

the Funds and a Third Party Fund. 

8. Section 17(f) of the Act designates 

the entities that may act as investment 

company custodians, and rule 17f–2 

under the Act allows an investment 

company to act as self-custodian. 

Applicants request an exemption from 

section 17(f) and rule 17f–2 to permit 

the following exceptions from the 

requirements of rule 17f–2: (a) A Fund’s 

investments may be kept in the locked 

files of its Investment Adviser; (b) for 

purposes of paragraph (d) of the rule, (i) 

employees of the Investment Adviser 

will be deemed to be employees of the 

Fund, (ii) officers or managers of the 

Investment Adviser of a Fund will be 

deemed to be officers of the Fund, and 

(iii) the Investment Adviser of a Fund or 

its executive committee will be deemed 

to be the board of directors of the Fund 

and (c) in place of the verification 

procedure under paragraph (f) of the 

rule, verification will be effected 

quarterly by two high level officers of 

the Investment Adviser. With respect to 

the Funds, Applicants expect that many 

of their investments will be evidenced 

only by partnership or operating 

agreements, subscription agreements or 

similar documents, rather than by 

negotiable certificates that could be 

misappropriated. Applicants assert that 

for such a Fund these instruments are 

most suitably kept in the Investment 

Adviser’s files, where they can be 

referred to as necessary. 

9. Section 17(g) of the Act and rule 

17g–1 under the Act generally require 

the bonding of officers and employees of 

a registered investment company who 

have access to its securities or funds. 

The rule requires that the board of 

directors of an investment company 

satisfy the fund governance standards 

defined in rule 0–1(a)(7) (the ‘‘Fund 

Governance Standards’’). Applicants 

request an exemption from section 17(g) 

and rule 17g–1 to permit the Manager to 

take such actions and make 

determinations set forth in the rule. 

Applicants state that, because the 

Manager will be an interested person of 

each Fund, a Fund could not comply 

with rule 17g–1 without the requested 

relief. Specifically, each Fund will 

comply with rule 17g–1 by having the 

Manager take such actions and make 

such approvals as are set forth in rule 

17g–1. Applicants also request an 

exemption from the requirements of rule 

17g–1(g) and (h) relating to the filing of 

copies of fidelity bonds and related 

information with the Commission and 

the provision of notices to the board of 

directors and paragraph (h) of rule 17g– 

1 relating to the appointment of a 

person to make the filings and provide 

the notices required by paragraph (g) 

and paragraph (j)(3) of rule 17g–1 

relating to compliance with the Fund 

Government Standards. Applicants 

believe the filing requirements are 

burdensome and unnecessary as applied 

to the Funds. The Manager will 

maintain the materials otherwise 

required to be filed with the 

Commission by rule 17g–1(g) and agrees 

that all material will be subject to 

examination by the Commission and its 

staff. The Manager will designate a 

person to maintain the records 

otherwise required to be filed with the 

Commission under paragraph (g) of the 

rule. Applicants also state that the 

notices otherwise required to be given to 

the board of directors would be 

unnecessary as the Funds will not have 


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Federal Register / Vol. 75, No. 175 / Friday, September 10, 2010 / Notices 55375 

5Each Fund will preserve the accounts, books, 

and other documents required to be maintained in 

an easily accessible place for the first two years. 

boards of directors. Each Fund will 

comply with all other requirements of 

rule 17g–1. In light of the purpose of the 

Funds and the community of interest 

among the Funds and between the 

Funds and the Managers, the applicants 

believe that little purpose would be 

served by the requirement even if it 

were feasible. 

10. Section 17(j) of the Act and 

paragraph (b) of rule 17j–1 under the 

Act make it unlawful for certain 

enumerated persons to engage in 

fraudulent or deceptive practices in 

connection with the purchase or sale of 

a security held or to be acquired by a 

registered investment company. Rule 

17j–1 also requires that every registered 

investment company adopt a written 

code of ethics and that every access 

person of a registered investment 

company report personal securities 

transactions. Applicants request an 

exemption from the provisions of rule 

17j–1, except for the anti-fraud 

provisions of paragraph (b), because 

they are unnecessarily burdensome as 

applied to the Funds. In light of the 

purpose of the Funds and the 

community of interest among the Funds 

and between the Funds and the 

Managers, the applicants believe that 

little purpose would be served by this 

requirement even if it were feasible. 

11. Applicants request an exemption 

from the requirements in sections 30(a), 

30(b) and 30(e) of the Act, and the rules 

under those sections, that registered 

investment companies prepare and file 

with the Commission and mail to their 

shareholders certain periodic reports 

and financial statements. Applicants 

contend that the forms prescribed by the 

Commission for periodic reports have 

little relevance to the Funds and would 

entail administrative and legal costs that 

outweigh any benefit to the Fund 

Investors. Applicants request exemptive 

relief to the extent necessary to permit 

each Fund to report annually to its Fund 

Investors. Applicants also request also 

an exemption from section 30(h) of the 

Act to the extent necessary to exempt 

the Managers of each Fund, and any 

other person who may be deemed to be 

a member of an advisory board of a 

Fund, from filing Forms 3, 4, and 5 

under section 16(a) of the Exchange Act 

with respect to their ownership of 

Interests in a Fund. Applicants assert 

that, because there will be no trading 

market and the transfers of Interests will 

be severely restricted, these filings are 

unnecessary for the protection of 

investors and burdensome to those 

required to make them. 

12. Rule 38a–1 requires investment 

companies to adopt, implement and 

periodically review written policies 

reasonably designed to prevent violation 

of the Federal securities laws and to 

appoint a chief compliance officer. Each 

Fund will comply with rule 38a–1(a), (c) 

and (d), except that (a) because the 

Funds do not have boards of directors, 

the Manager of each Fund will fulfill the 

responsibilities assigned to a Fund’s 

board of directors under the rule, and 

(b) because a Manager would be 

considered an interested person of the 

Fund, approval by a majority of 

disinterested directors required by rule 

38a–1 will not be obtained. In addition, 

the Funds will comply with the 

requirement in Rule 38a–1(a)(4)(iv) that 

the chief compliance officer meet with 

the independent directors by having the 

chief compliance officer meet with the 

Manager. 

Applicants’ Conditions 

Applicants agree that any order 

granting the requested relief will be 

subject to the following conditions: 

1. Each proposed transaction 

involving a Fund otherwise prohibited 

by section 17(a) or section 17(d) of the 

Act and rule 17d–1 under the Act to 

which a Fund is a party (each, a 

‘‘Section 17 Transaction’’) will be 

effected only if its Manager, in 

consultation with its Investment 

Adviser, determines that: 

(a) The terms of the Section 17 

Transaction, including the 

consideration to be paid or received, are 

fair and reasonable to the Fund 

Investors and do not involve 

overreaching of such Fund or its Fund 

Investors on the part of any person 

concerned; and 

(b) The Section 17 Transaction is 

consistent with the interests of the Fund 

Investors, the Fund’s organizational 

documents and the Fund’s reports to its 

Fund Investors. 

In addition, the Manager of each Fund 

will record and preserve a description of 

all Section 17 Transactions, the 

Manager’s and the Investment Adviser’s 

findings, the information or materials 

upon which their findings are based and 

the basis therefor. All such records will 

be maintained for the life of a Fund and 

at least six years thereafter, and will be 

subject to examination by the 

Commission and its staff.5

2. The Manager of each Fund, in 

consultation with the Investment 

Adviser of each Fund, will adopt, and 

periodically review and update, 

procedures designed to ensure that 

reasonable inquiry is made, before the 

consummation of any Section 17 

Transaction, with respect to the possible 

involvement in the transaction of any 

affiliated person or promoter of or 

principal underwriter for such Fund, or 

any affiliated person of an affiliated 

person, promoter, or principal 

underwriter. 

3. The Investment Adviser of a Fund 

will not invest the funds of such Fund 

in any investment in which an 

‘‘Affiliated Co-Investor’’ (as defined 

below) has acquired or proposes to 

acquire the same class of securities of 

the same issuer and where the 

investment involves a joint enterprise or 

other joint arrangement within the 

meaning of rule 17d–1 in which the 

Fund and an Affiliated Co-Investor are 

participants, unless any such Affiliated 

Co-Investor, prior to disposing of all or 

part of its investment, (a) gives the 

Investment Adviser sufficient, but not 

less than one day’s, notice of its intent 

to dispose of its investment; and (b) 

refrains from disposing of its investment 

unless the Fund has the opportunity to 

dispose of the Fund’s investment prior 

to or concurrently with, on the same 

terms as, and pro rata with the 

Affiliated Co-Investor. The term 

‘‘Affiliated Co-Investor’’ with respect to 

a Fund means any person who is: (a) An 

‘‘affiliated person,’’ as such term is 

defined in section 2(a)(3) of the Act, of 

the Fund (other than a Third Party 

Fund); (b) a Tudor Group Entity; (c) an 

officer, director or employee of the 

Tudor Group; or (d) an entity (other 

than a Third Party Fund) in which a 

Tudor Group Entity acts as a general 

partner or has a similar capacity to 

control the sale or other disposition of 

the entity’s securities. The restrictions 

contained in this condition, however, 

will not be deemed to limit or prevent 

the disposition of an investment by an 

Affiliated Co-Investor: (a) To its direct 

or indirect wholly-owned subsidiary, to 

any company (a ‘‘Parent’’) of which the 

Affiliated Co-Investor is a direct or 

indirect wholly-owned subsidiary, or to 

a direct or indirect wholly-owned 

subsidiary of its Parent; (b) to immediate 

family members of the Affiliated CoInvestor or a trust or other investment 

vehicle established for any Affiliated 

Co-Investor or any such immediate 

family member; or (c) when the 

investment is comprised of securities 

that are (i) listed on any exchange 

registered under section 6 of the 

Exchange Act; (ii) NMS stocks pursuant 

to section 11A(a)(2) of the Exchange Act 

and rule 600(a) of Regulation NMS 

thereunder; (iii) government securities 

as defined in section 2(a)(16) of the Act 

or other securities that meet the 

definition of ‘‘Eligible Security’’ in rule 


srobinson on DSKHWCL6B1PROD with NOTICES
55376 Federal Register / Vol. 75, No. 175 / Friday, September 10, 2010 / Notices 

6Each Fund will preserve the accounts, books 

and other documents required to be maintained in 

an easily accessible place for the first two years. 

1Applicants request that the order extend to any 

future series of the Trusts and any other existing or 

future registered open-end management investment 

company and any series thereof that is part of the 

same ‘‘group of investment companies,’’ as defined 

in section 12(d)(1)(G)(ii) of the Act, as the Trusts 

and that is, or may in the future be advised by the 

Adviser or any entity controlling, controlled by, or 

under common control with the Adviser (included 

in the term ‘‘Funds.’’). All existing entities that 

currently intend to rely on the requested order are 

named as applicants. Any other entity that relies on 

the order in the future will do so only in accordance 

with the terms and conditions of the application. 

2A Fund of Funds may not invest in an 

Underlying Fund that operates as a feeder fund 

unless the feeder fund is part of the same group of 

investment companies (as defined in section 

12(d)(1)(G)(ii)) of the Act as its corresponding 

master fund. 

2a–7 under the Act; or (iv) listed on or 

traded on any foreign securities 

exchange or board of trade that satisfies 

regulatory requirements under the law 

of the jurisdiction in which such foreign 

securities exchange or board of trade is 

organized similar to those that apply to 

a national securities exchange or a 

national market system for securities. 

4. Each Fund and its Manager will 

maintain and preserve, for the life of 

each Fund and at least six years 

thereafter, all accounts, books, and other 

documents constituting the record 

forming the basis for the audited 

financial statements that are to be 

provided to the Fund Investors, and 

each annual report of such Fund 

required to be sent to the Fund 

Investors, and agree that all such 

records will be subject to examination 

by the Commission and its staff.6

5. The Manager will send to each 

Fund Investor who had an Interest in 

the Fund, at any time during the fiscal 

year then ended, Fund financial 

statements that have been audited by 

that Fund’s independent accountants. 

At the end of each fiscal year, the 

Manager will make a valuation or have 

a valuation made of all of the assets of 

the Fund as of such fiscal year end in 

a manner consistent with customary 

practice with respect to the valuation of 

assets of the kind held by the Fund. In 

addition, within 120 days after the end 

of each fiscal year of the Fund, the 

Manager of a Fund shall send a report 

to each person who was a Fund Investor 

at any time during the fiscal year then 

ended setting forth tax information 

necessary for the preparation by the 

Fund Investor of his or her Federal and 

State income tax returns and a report of 

the investment activities of the Fund 

during that year. 

6. Whenever a Fund makes a purchase 

from or sale to an entity that is affiliated 

with the Fund by reason of a Tudor 

Group director, officer, or employee (a) 

serving as an officer, director, general 

partner or investment adviser of the 

entity or (b) having a 5% or more 

investment in the entity, that individual 

will not participate in the determination 

by the Fund of whether or not to effect 

the purchase or sale. 

For the Commission, by the Division of 

Investment Management, under delegated 

authority. 

Florence E. Harmon, 

Deputy Secretary. 

[FR Doc. 2010–22622 Filed 9–9–10; 8:45 am] 

BILLING CODE 8010–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Investment Company Act Release No. 

29410; File No. 812–13661] 

Transamerica Asset Management, Inc. 

et al.; Notice of Application 

September 3, 2010 

AGENCY: Securities and Exchange 

Commission (‘‘Commission’’). 

ACTION: Notice of an application for an 

order under section 12(d)(1)(J) of the 

Investment Company Act of 1940 (the 

‘‘Act’’) for an exemption from sections 

12(d)(1)(A) and (B) of the Act, under 

sections 6(c) and 17(b) of the Act for an 

exemption from section 17(a) of the Act, 

and under section 6(c) of the Act for an 

exemption from rule 12d1–2(a) under 

the Act. 

Summary of the Application: The 

requested order would (a) permit certain 

series of registered open-end 

management investment companies to 

acquire shares of other registered openend management investment companies 

or unit investment trusts (‘‘UITs’’) 

registered under the Act that are within 

or outside of the same group of 

investment companies as the acquiring 

investment companies, and (b) permit 

certain series of registered open-end 

management investment companies 

relying on rule 12d1–2 under the Act to 

invest in certain financial instruments. 

Applicants: Transamerica Asset 

Management, Inc. (the ‘‘Adviser’’), 

Transamerica Funds (‘‘TF’’), 

Transamerica Partners Funds Group 

(‘‘TPFG’’), Transamerica Partners Funds 

Group II (‘‘TPFGII’’), Transamerica 

Partners Portfolios (‘‘TPP’’) and 

Transamerica Series Trust (‘‘TST’’) 

(collectively, TF, TPFG, TPFGII, TPP, 

and TST, the ‘‘Trusts’’). 

Filing Dates: The application was 

filed on May 28, 2009 and amended on 

November 20, 2009 and August 17, 

2010. 

Hearing or Notification of Hearing: An 

order granting the application will be 

issued unless the Commission orders a 

hearing. Interested persons may request 

a hearing by writing to the 

Commission’s Secretary and serving 

applicants with a copy of the request, 

personally or by mail. Hearing requests 

should be received by the Commission 

by 5:30 p.m. on September 27, 2010, 

and should be accompanied by proof of 

service on applicants, in the form of an 

affidavit or, for lawyers, a certificate of 

service. Hearing requests should state 

the nature of the writer’s interest, the 

reason for the request, and the issues 

contested. Persons who wish to be 

notified of a hearing may request 

notification by writing to the 

Commission’s Secretary. 

ADDRESSES: Secretary, U.S. Securities 

and Exchange Commission, 100 F 

Street, NE., Washington, DC 20549– 

1090; Applicants: Adviser, 570 Carillon 

Parkway, St Petersburg, Florida 33716. 

FOR FURTHER INFORMATION CONTACT: 

Laura J. Riegel, Senior Counsel, at (202) 

551–6873, or Michael W. Mundt, 

Assistant Director, at (202) 551–6821 

(Division of Investment Management, 

Office of Investment Company 

Regulation). 

SUPPLEMENTARY INFORMATION: The 

following is a summary of the 

application. The complete application 

may be obtained via the Commission’s 

Web site by searching for the file 

number, or an applicant using the 

Company name box, at http:// 

www.sec.gov/search/search.htm or by 

calling (202) 551–8090. 

Applicants’ Representations: 

1. The Trusts are open-end 

management investment companies 

registered under the Act. Each Trust is 

comprised of separate series (the 

‘‘Funds’’) that pursue distinctive 

investment objectives and strategies.1

TF and TST are statutory trusts 

organized under the laws of Delaware. 

TPFG and TPFGII are business trusts 

organized under the laws of 

Massachusetts. TPP is organized as a 

New York trust. TPFG and TPFGII 

include Funds that operate as feeder 

trusts in a master-feeder structure in 

reliance on section 12(d)(1)(E) of the 

Act, with TPP as their common 

corresponding master trust.2 TST 

includes Funds that are offered solely to 

insurance company separate accounts 

(‘‘Separate Accounts’’) that fund variable 

annuity and variable life contracts 

issued by insurance companies. The 

Separate Accounts may be registered 

under the Act (‘‘Registered Separate 

Accounts’’) or unregistered under the 

Act (‘‘Unregistered Separate Accounts’’). 

The Adviser, a Florida corporation, is 


srobinson on DSKHWCL6B1PROD with NOTICES