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FORM 10-Q

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

FOR THE QUARTER ENDED: 3/31/03

 

COMMISSION FILE NUMBER: 333-52543

 

TUDOR FUND FOR EMPLOYEES L.P.

(Exact name of registrant as specified in its charter)

 

Delaware

 

13-3543779

(State or other jurisdiction of incorporation or organization)

 

(I.R.S. Employer Identification No.)

1275 King Street, Greenwich, Connecticut

 

06831

(Address of principal executive offices)

 

(Zip Code)

(203) 863-6700

(Registrant’s telephone number, including area code)

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.

 

x YES    NO ¨

 

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).

 

¨ YES    NO x

 



Table of Contents

 

TUDOR FUND FOR EMPLOYEES L.P.

 

QUARTERLY REPORT ON FORM 10-Q

 

TABLE OF CONTENTS

 

         

Page


    

PART I

    

Item 1.    

  

Financial Statements

    
    

Statements of Financial Condition as of March 31, 2003 and December 31, 2002

  

3

    

Condensed Schedule of Investments as of March 31, 2003

  

4

    

Condensed Schedule of Investments as of December 31, 2002

  

5

    

Statements of Operations for the three months ended March 31, 2003 and 2002

  

6

    

Statements of Changes in Partners’ Capital for the Period ended March 31, 2003 and the year ended
December 31, 2002

  

7

    

Notes to Financial Statements

  

8

Item 2.

  

Management’s Discussion and Analysis of Financial Condition and Results of Operations

  

13

Item 3.

  

Quantitative and Qualitative Disclosures About Market Risk

  

16

Item 4.

  

Controls and Procedures

  

18

    

PART II

    

Item 1.

  

Legal Proceedings

  

19

Item 2.

  

Changes in Securities and Use of Proceeds

  

19

Item 3.

  

Defaults Upon Senior Securities

  

19

Item 4.

  

Submission of Matters to a Vote of Security Holders

  

19

Item 5.

  

Other Information

  

19

Item 6.

  

Exhibits and Reports on Form 8-K

  

20

Signatures

  

21

Certifications

  

22


Table of Contents

PART I—FINANCIAL INFORMATION

Item 1.—Financial Statements

TUDOR FUND FOR EMPLOYEES L.P.

STATEMENTS OF FINANCIAL CONDITION

 

    

MARCH 31,

2003


  

DECEMBER 31, 2002


    

(UNAUDITED)

  

(AUDITED)

Assets

             

Cash and cash equivalents

  

$

46,356,726

  

$

45,498,833

Due from brokers

  

 

4,834,345

  

 

3,257,380

    

  

Total assets

  

$

51,191,071

  

$

48,756,213

    

  

Liabilities and partners’ capital:

             

Liabilities:

             

Pending partner additions

  

$

2,314,843

  

$

2,595,000

Redemptions payable

  

 

248,000

  

 

332,259

Incentive fee payable

  

 

—  

  

 

107,676

Management fee payable

  

 

131,901

  

 

123,057

Accrued professional fees and other

  

 

289,975

  

 

235,475

    

  

Total liabilities

  

 

2,984,719

  

 

3,393,467

    

  

Partners’ capital:

             

Limited Partners, 20,000 units authorized and 4,497.825 and 3,990.202 outstanding at March 31, 2003 and December 31, 2002

  

 

46,187,693

  

 

43,232,851

General Partner, 196.580 units outstanding at March 31, 2003 and December 31, 2002

  

 

2,018,659

  

 

2,129,895

    

  

Total partners’ capital

  

 

48,206,352

  

 

45,362,746

    

  

Total liabilities and partners’ capital

  

$

51,191,071

  

$

48,756,213

    

  

 

See accompanying notes to financial statements.

 

 

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TUDOR FUND FOR EMPLOYEES L.P.

CONDENSED SCHEDULE OF INVESTMENTS

 

 

Description


  

Market Value


      

Percentage
of Net Assets


 

March 31, 2003 (UNAUDITED)

                 

Futures

                 

Equity indexes futures

                 

North America

  

$

(142,392

)

    

(0.30

)%

Asia

  

 

(125,382

)

    

(0.26

)

Europe

  

 

146,686

 

    

0.30

 

    


    

Total equity indexes futures

  

 

(121,088

)

    

(0.26

)

    


    

Foreign exchange futures

                 

North America

  

 

(640

)

    

0.00

 

    


    

Total foreign exchange futures

  

 

(640

)

    

0.00

 

    


    

Total futures

  

 

(121,728

)

    

(0.26

)

    


    

Swaps

                 

Commodity swaps

                 

North America

  

 

(194,428

)

    

(0.40

)

    


    

Total commodity swaps

  

 

(194,428

)

    

(0.40

)

    


    

Equity swaps

                 

North America

  

 

67,268

 

    

0.14

 

Europe

  

 

(80,176

)

    

(0.17

)

    


    

Total equity swaps

  

 

(12,908

)

    

(0.03

)

    


    

Total swaps

  

 

(207,336

)

    

(0.43

)

    


    

Forwards

                 

Foreign exchange forwards

                 

North America

  

 

87,852

 

    

0.18

 

Asia

  

 

104,350

 

    

0.22

 

Europe

  

 

436

 

    

0.00

 

    


    

Total foreign exchange forwards

  

 

192,638

 

    

0.40

 

    


    

Non-financial derivatives

                 

Metal forwards

                 

North America

  

 

(212,128

)

    

(0.44

)

    


    

Total metal forwards

  

 

(212,128

)

    

(0.44

)

    


    

Total investments, at market value(1)

  

$

(348,554

)

    

(0.73

)%

    


    

 

(1)   All such amounts are included in due from broker on the statement of financial condition.

 

See accompanying notes to financial statements.

 

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Table of Contents

 

TUDOR FUND FOR EMPLOYEES L.P.

CONDENSED SCHEDULE OF INVESTMENTS

 

 

Description


  

Market Value


      

Percentage
of Net Assets


 

December 31, 2002 (AUDITED)

                 

Options

                 

Interest rate swaptions

                 

Europe

  

$

240,933

 

    

0.53

%

    


    

Total interest rate swaptions

  

 

240,933

 

    

0.53

 

    


    

Futures

                 

Equity indexes futures

                 

Asia

  

 

(3,382

)

    

(0.01

)

    


    

Total equity indexes futures

  

 

(3,382

)

    

(0.01

)

    


    

Interest rate futures

                 

Europe

  

 

1,536

 

    

0.00

 

    


    

Total interest rate futures

  

 

1,536

 

    

0.00

 

    


    

Foreign exchange futures

                 

North America

  

 

104,000

 

    

0.23

 

    


    

Total foreign exchange futures

  

 

104,000

 

    

0.23

 

    


    

Total futures

  

 

102,154

 

    

0.23

 

    


    

Forwards

                 

Foreign exchange forwards

                 

North America

  

 

2,042

 

    

0.00

 

Asia

  

 

167,459

 

    

0.37

 

Europe

  

 

24,348

 

    

0.05

 

    


    

Total foreign exchange forwards

  

 

193,849

 

    

0.42

 

    


    

Forward rate agreements

                 

Europe

  

 

7,864

 

    

0.02

 

    


    

Total forward rate agreements

  

 

7,864

 

    

0.02

 

    


    

Total forwards

  

 

201,713

 

    

0.44

 

    


    

Total investments, at market value(1)

  

$

544,800

 

    

1.20

%

    


    

 

(1)   All such amounts are included in due from broker on the statement of financial condition.

 

See accompanying notes to financial statements.

 

5


Table of Contents

TUDOR FUND FOR EMPLOYEES L.P.

STATEMENTS OF OPERATIONS

FOR THE THREE MONTHS ENDED MARCH 31, 2003 AND 2002

(UNAUDITED)

 

      

Three Months Ended

March 31,


 
      

2003


      

2002


 

Investment income

                     

Interest

    

$

146,856

 

    

$

145,130

 

      


    


Total investment income

    

 

146,856

 

    

 

145,130

 

      


    


Investment expense

                     

Interest

    

 

536

 

    

 

697

 

Brokerage commissions

    

 

76,311

 

    

 

67,474

 

      


    


Total investment expenses

    

 

76,847

 

    

 

68,171

 

      


    


Operating expenses

                     

Management fee

    

 

196,805

 

    

 

141,255

 

Incentive fee

    

 

—  

 

    

 

64,652

 

Professional fees and other

    

 

63,954

 

    

 

51,108

 

      


    


Total operating expenses

    

 

260,759

 

    

 

257,015

 

      


    


Net investment loss

    

 

(190,750

)

    

 

(180,056

)

      


    


Net realized and unrealized gains (losses) on trading activities

                     

Net realized gain (loss)

    

 

(1,515,071

)

    

 

2,819,416

 

Change in net unrealized depreciation

    

 

(829,197

)

    

 

(1,417,221

)

      


    


Net realized and unrealized gain (loss)

    

 

(2,344,268

)

    

 

1,402,195

 

      


    


Net increase (decrease) in net assets resulting from operations

    

$

(2,535,018

)

    

$

1,222,139

 

      


    


Limited Partners’ net (decrease) increase in net assets resulting from operations

    

$

(2,423,782

)

    

$

1,161,292

 

General Partner’s net (decrease) increase in net assets resulting from operations

    

 

(111,236

)

    

 

60,847

 

      


    


      

$

(2,535,018

)

    

$

1,222,139

 

      


    


Change in Net Asset Value Per Unit

    

$

(565.85

)

    

$

309.57

 

      


    


Net increase (decrease) in Net Assets Per Unit

    

$

(556.70

)

    

$

321.96

 

      


    


 

See accompanying notes to financial statements.

 

6


Table of Contents

 

TUDOR FUND FOR EMPLOYEES L.P.

STATEMENTS OF CHANGES IN PARTNERS’ CAPITAL

FOR THE PERIOD ENDED MARCH 31, 2003 (UNAUDITED)

AND THE YEAR ENDED DECEMBER 31, 2002

 

    

Limited Partners


    

General Partner


    

Total

Capital


    

Net Asset Value Per Unit


    

Units


    

Capital


    

Units


  

Capital


       

Partners’ Capital, December 31, 2001

  

3,363.810

 

  

 

30,035,126

 

  

196.580

  

 

1,755,258

 

  

 

31,790,384

 

  

$

8,928.90

Net increase in net assets resulting from operations

  

—  

 

  

 

7,705,191

 

  

—  

  

 

374,637

 

  

 

8,079,828

 

      

TIC 401(k) Plan unit adjustment (a)

  

32.951

 

  

 

—  

 

  

—  

  

 

—  

 

  

 

—  

 

      

Capital contributions

  

807.515

 

  

 

7,624,015

 

  

—  

  

 

—  

 

  

 

7,624,015

 

      

Capital redemptions

  

(214.074

)

  

 

(2,131,481

)

  

—  

  

 

—  

 

  

 

(2,131,481

)

      
    

  


  
  


  


      

Partners’ Capital, December 31, 2002(b)

  

3,990.202

 

  

 

43,232,851

 

  

196.580

  

 

2,129,895

 

  

 

45,362,746

 

  

$

10,834.75

Net decrease in net assets resulting from operations

  

—  

 

  

 

(2,423,782

)

  

—  

  

 

(111,236

)

  

 

(2,535,018

)

      

TIC 401(k) Plan unit adjustment (a)

  

4.001

 

  

 

—  

 

  

—  

  

 

—  

 

  

 

—  

 

      

Capital contributions

  

653.337

 

  

 

6,966,000

 

  

—  

  

 

—  

 

  

 

6,966,000

 

      

Capital redemptions

  

(149.715

)

  

 

(1,587,376

)

  

—  

  

 

—  

 

  

 

(1,587,376

)

      
    

  


  
  


  


      

Partners’ Capital, March 31, 2003 (b)

  

4,497.825

 

  

$

46,187,693

 

  

196.580

  

$

2,018,659

 

  

$

48,206,352

 

  

$

10,268.90

    

  


  
  


  


      

(a)   See Note 3—Capital Accounts
(b)   See Note 3—Redemption of Units

 

See accompanying notes to financial statements.

 

 

7


Table of Contents

NOTES TO FINANCIAL STATEMENTS

MARCH 31, 2003

(UNAUDITED)

 

1.    Organization

 

Tudor Fund for Employees L.P. (the “Partnership”) was organized under the Delaware Revised Uniform Limited Partnership Act (the “Act”) on November 22, 1989, and commenced trading operations on July 2, 1990. Second Management LLC (the “General Partner”) is the general partner of the Partnership. Tudor Investment Corporation (“TIC”), an affiliate of the General Partner, acts as the trading advisor of the Partnership. The Partnership’s trading approach and resulting positions are also utilized by the proprietary and other customer accounts of TIC and its affiliates. The General Partner is registered with the Commodity Futures Trading Commission as a Commodity Pool Operator and a Commodity Trading Advisor and is a member of the National Futures Association in such capacities. Ownership of limited partnership units is restricted to either employees of TIC and its principals or its affiliates.

 

The objective of the Partnership is to realize capital appreciation through speculative trading of futures, forwards, equity and interest rate swaps, option contracts and other derivative instruments, including commodity interests (collectively, “derivative contracts”). The Partnership will terminate on December 31, 2010 or at an earlier date if certain conditions occur as outlined in the Second Amended and Restated Partnership Agreement dated as of May 22, 1996 (the “Limited Partnership Agreement”).

 

During any offering, the purchase price of a unit will be the net asset value per unit, as defined in the Limited Partnership Agreement, at the opening of business on the first business day of the month.

 

Duties of the General Partner

 

The General Partner acts as the commodity pool operator of the Partnership and is responsible for the selection and monitoring of the commodity trading advisors used by the Partnership. The General Partner is also responsible for the performance of all administrative services necessary to the Partnership’s operations.

 

Service Agreement

 

The Partnership has entered into an agreement with Citco Fund Services (U.S.A.) Inc. (the “Service Company”), under which the Service Company provides necessary accounting services to the Partnership, including maintenance of the financial books and records.

 

2.    Summary of Significant Accounting Policies

 

Revenue Recognition and Valuation

 

Trading activities, including related revenues and expenses, are recorded on a trade date basis. Interest income and expense are recorded on an accrual basis.

 

Derivative Contracts

 

In the normal course of business, the Partnership enters into derivative contracts for trading. In accordance with Statement of Financial Accounting Standards No. 133, Accounting for Derivative Instruments and Hedging Activities, the Partnership values derivative contracts on the statements of financial condition at independent market values when readily available from major exchanges. Otherwise, valuations are based on independent broker quotations or pricing models that consider the time value of money, volatility, and the current market and contractual prices of the underlying financial instruments. Changes in value of derivative contracts are included in the statements of operations.

 

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Table of Contents

 

2.    Summary of Significant Accounting Policies (continued)

 

Cash and Cash Equivalents

 

Cash and cash equivalents consist of cash held at banks and highly liquid instruments with maturities of one month or less, such as overnight time deposits. Cash consists principally of interest bearing time deposits with one European bank.

 

Due From Brokers

 

Due from brokers include unrealized gains and losses on swaps, futures and forward contracts (as reflected on the condensed schedules of investments), as well as cash held at brokers net of margin debt balances.

 

Brokerage Commissions

 

These expenses represent all brokerage commissions, exchange, National Futures Association and other fees incurred in connection with the execution and clearance of derivative instruments.

 

Incentive Fee

 

The Partnership pays TIC, as trading advisor, an incentive fee equal to 12% of the Net Trading Profits (as defined in the Limited Partnership Agreement), earned as of the end of each fiscal quarter of the Partnership. Since inception of the TIC 401(k) Savings and Profit-Sharing Plan (the “TIC 401(k) Plan”), TIC has waived its right to receive an incentive fee attributable to units of limited partnership interest held at the beginning of each month by the TIC 401(k) Plan (Note 3).

 

Management Fee

 

The Partnership also pays TIC, for the performance of its duties, a monthly management fee equal to  1/12 of 2% (2% per annum) of the Partnership’s net assets (as defined in the Limited Partnership Agreement). Since inception of the TIC 401(k) Plan, TIC has waived its right to receive a management fee attributable to units of limited partnership interest held at the beginning of each month by the TIC 401(k) Plan (Note 3).

 

Foreign Currency Translation

 

The functional currency of the Partnership is the United States dollar. All other currencies are considered to be foreign. Assets and liabilities denominated in a currency other than the U.S. dollar are translated into U.S. dollars at the closing rate of exchange as reported by a major international bank. Purchases and sales of investments, and income and expenses denominated in currencies other than U.S. dollars, are translated at the rates of exchange on the respective dates of such transactions. The resulting gains and losses from such translation are included, as part of the underlying transactions, in the accompanying statements of operations. At March 31, 2003 and December 31, 2002, there were no significant foreign currency balances.

 

9


Table of Contents

 

2.    Summary of Significant Accounting Policies (continued)

 

Use of Estimates

 

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Management believes that the estimates utilized in preparing the financial statements are reasonable and prudent; however, actual results could differ from these estimates.

 

Net Increase (Decrease) in Net Assets Per Unit

 

Net increase (decrease) in net assets per unit is computed by dividing net increase in net assets by the monthly average of units outstanding at the beginning of each month.

 

3.    Capital Accounts

 

Subscriptions and Capital Contributions

Each partner, including the General Partner, has a capital account with an initial balance equal to the amount such partner paid for its units of partnership interest. The Partnership’s net assets are determined monthly, and any increase or decrease from the end of the preceding month is added to or subtracted from the capital accounts of the partners based on the ratio that the balance of each capital account bears in relation to the balance of all capital accounts as of the beginning of the month. The number of units held by the TIC 401(k) Plan will be restated as necessary for management and incentive fees attributable to units held at the beginning of each month by the TIC 401(k) Plan to equate the per unit value of the TIC 401(k) Plan’s capital account with the Partnership’s per unit value. The TIC 401(k) Plan’s equity in the Partnership as of April 1, 2003 and January 1, 2003 was $9,206,859 and $8,670,935.

 

The minimum subscription amount is $1,000 for new Limited Partners. Additional capital contributions may be made in increments of $1,000. Both subscriptions and contributions may be made quarterly, at the beginning of the respective quarter.

 

Pending Partner Additions

Pending partner additions is comprised of cash received prior to the end of the fiscal period indicated for which units were issued on April 1, 2003 and January 1, 2003. Pending partner additions do not participate in the earnings or losses of the Partnership until the related units are issued.

 

Redemptions Payable

Units are redeemable at the discretion of each Limited Partner, within limits and subject to the terms of the Limited Partnership Agreement. Effective July 31, 2002, redemptions of units may be made as of the last business day of any month subject to the following restrictions. Redemptions occurring on any month-end which is also a calendar quarter-end, require written notice of redemption that must be received by the General Partner at least five business days in advance of such redemption. Redemptions occurring on any month-end which is not a calendar quarter-end, require written notice of redemption that must be received by the General Partner at least 15 calendar days in advance of such redemption. Prior to July 31, 2002, redemptions could be made only as of the last business day of any quarter upon five business days advance notice. Redemption of units in $1,000 increments and full redemption of all units are made at 100% of the net asset value per unit effective as of the last business day of any month, as defined in the Limited Partnership Agreement. Partial redemptions of units which would reduce the net asset value of a Limited Partner’s unredeemed units to less than the minimum investment then required of new Limited Partners or such Limited Partner’s initial investment, whichever is less, will be honored only to the extent of such limitation.

 

 

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Table of Contents

 

4.    Income Taxes

 

The Partnership has not made any provisions for U.S. federal, state and local income taxes since the partners are responsible for reporting income or loss based upon their respective share of revenue and expense.

 

5.    Related Party Transactions

 

The General Partner, due to its relationship with its affiliates and certain other parties, may enter into certain related party transactions. Bellwether Partners LLC (“BPL”), a Delaware limited liability company and an affiliate of the General Partner, is the Partnership’s only foreign exchange forward counterparty. BPL does not charge commissions for transacting the Partnership’s foreign exchange and commodity forward contracts. The Partnership typically has on deposit with BPL, as collateral for forward contracts, approximately 4% of the Partnership’s net assets. At March 31, 2003 and December 31, 2002, the amounts on deposit with BPL were $1,949,429 (including $192,638 in unrealized gains) and $2,121,666 (including $193,849 in unrealized gains). The Partnership earned interest income of $4,904 and $4,810 for the three months ended March 31, 2003 and 2002 from deposits of collateral with BPL.

 

TIC receives incentive and management fees as compensation for acting as trading advisor (Note 2).

 

6.    Risk Management

 

Market Risk Management

The Partnership maintains positions in derivative instruments that trade both on exchanges and “over-the-counter” instruments (“OTC”). The Partnership is subject to credit risk and changes in market value associated with the financial instruments that are traded. In conjunction with proprietary and other customer accounts, TIC takes an active role in managing the Partnership’s market and counterparty risks and has established formal internal control procedures that are reviewed on an ongoing basis.

 

TIC has developed a set of guidelines and policies that are designed to maintain risk at levels, which are appropriate and necessary to achieve targeted rates of return. These guidelines and policies include quantitative and qualitative criteria for individual risk factors as well as for aggregate risk. TIC’s Risk Management Department, in conjunction with various senior personnel from different disciplines throughout TIC and its affiliates, regularly assesses and evaluates the Partnership’s potential exposures to market risk based on analyses performed by the department.

 

TIC evaluates the positions taken by “the Partnership” in various instruments and markets globally and assesses the market risk associated with those positions. TIC uses a statistical technique known as Value at Risk (“VaR”) to assist in measuring market risk. The VaR model is a proprietary system, and is one of several tools used to monitor and review the Partnership’s trading portfolios. The VaR model projects potential losses based on a historical simulation methodology which uses two quarters of historical data, a one day holding period, and a 99% confidence level.

 

As a writer of options, the Partnership receives a premium upon initial settlement and then bears the risk of changes in the price of the financial instrument underlying the option. Swaps, forward rate agreements, currency forwards and OTC foreign currency options are traded in unregulated markets.

 

Credit Risk Management

Derivative instruments are bilateral agreements that result in credit exposure between counterparties. Exchange traded derivatives settle through clearing houses backed by multiple members and present relatively low credit risk. OTC derivatives are settled with individual counterparties and, therefore, present potential credit risk exposure. TIC attempts to minimize exposure to trading counterparties and brokers through the use of bilateral collateral agreements (“Collateral Agreements”) with OTC derivative counterparties and through formal credit policies and monitoring procedures. TIC has a Credit Committee, comprised of senior managers from different disciplines throughout TIC and its affiliates, that meets regularly to analyze the credit risks associated with the Partnership’s counterparties, intermediaries and service providers. A significant portion of the Partnership’s positions, including cash and due from brokers, are invested with or held at top tier banks and securities dealers. TIC establishes counterparty exposure limits and specifically designates which product types are approved for trading.

 

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TIC attempts to reduce the credit risk of the Partnership by establishing stringent credit terms in its legal trade documentation (i.e., ISDA agreements, master netting agreements, etc.) with counterparties. In addition, TIC monitors exposure levels and actively moves collateral with counterparties to reduce exposure.

 

Futures and forwards are typically liquidated by entering into offsetting contracts with the same counterparty. Swaps and forward rate agreements are either liquidated or held to maturity. For these instruments, the unrealized gain or loss, rather than the contract or notional amounts, represents the present value of future net cash requirements.

 

7.    Derivative Contracts

 

The Partnership has Collateral Agreements with its counterparties whereby the Partnership obtains and is required to pledge collateral. The Partnership monitors the value of its derivative transactions on a daily basis and will obtain or pull back excess collateral when appropriate. As of March 31, 2003, the Partnership pledged $3,441,429 of cash collateral and no cash collateral had been received. As of December 31, 2002, the Partnership had pledged $10,000 of cash collateral and no cash collateral had been received. The Partnership records cash collateral posted in due from brokers.

 

8.    Financial Highlights

 

The following represents financial highlights of the Partnership for the three months ended March 31, 2003 and 2002:

 

    

Three Months Ended
March


 
    

2003


    

2002


 

Per unit operating performance:

                 

Net asset value per unit, beginning of quarter

  

$

10,834.75

 

  

$

8,928.90

 

Income from investment operations:

                 

Net investment loss

  

 

(51.00

)

  

 

(59.96

)

Net realized and unrealized gain (loss)

  

 

(514.85

)

  

 

369.53

 

    


  


Total from investment operations

  

 

(565.85

)

  

 

309.57

 

    


  


Net asset value per unit, end of quarter

  

$

10,268.90

 

  

$

9,238.47

 

    


  


Total return:

                 

Total return before incentive fee

  

 

(5.22

)%

  

 

3.70

%

Incentive fee

  

 

—  

%

  

 

(0.23

)%

    


  


Total return after incentive fee

  

 

(5.22

)%

  

 

3.47

%

    


  


Ratios to average net assets:

                 

Net investment loss before incentive fee

  

 

(0.48

)%

  

 

(0.41

)%

Incentive fee

  

 

—  

%

  

 

(0.22

)%

    


  


Net investment loss after incentive fee

  

 

(0.48

)%

  

 

(0.63

)%

    


  


Expenses before incentive fee

  

 

0.78

%

  

 

0.82

%

Incentive fee

  

 

—  

%

  

 

0.22

%

    


  


Total expenses and incentive fee

  

 

0.78

%

  

 

1.04

%

    


  


 

The per unit operating performance and ratios are computed based upon the average units outstanding and average net assets for the Limited Partner interests (excluding TIC 401(K) plan net assets, units and related income and expenses—see Note 2) for the three months ended March 31, 2003 and March 31, 2002. Total return is calculated as the change in the net asset value of the Limited Partner interests for the three months ended March 31, 2003 and March 31, 2002. The total return and ratios calculated for an individual Limited Partner may vary based on the timing of capital transactions; the total return and ratios for the TIC 401(k) Plan will vary due to the timing of capital transactions and due to the fact that it is not charged management or incentive fees (Note 2). The average net assets for the Limited Partner interests used in the above ratios is calculated by adding any redemptions payable effective at the end of the period to the partners’ capital for such period.

 

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ITEM 2.     MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

The following discussion should be read in conjunction with the financial statements of the Partnership and related notes thereto.

 

CRITICAL ACCOUNTING POLICIES

 

The discussion and analysis of our financial condition and results of operations are based on our financial statements, which have been prepared in conformity with accounting principles generally accepted in the United States. The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect amounts reported in the financial statements and accompanying notes. Management believes that the estimates utilized in preparing its financial statements are reasonable and prudent; however, actual results could differ from these estimates. For a description of critical accounting policies see Management’s Discussion and Analysis of Financial Condition and Results of Operations in the Partnership’s Form 10-K for the year ended December 31, 2002.

 

OVERVIEW AND BUSINESS

 

The Partnership commenced operations on July 2, 1990. Following the closing of the initial offering period, the Partnership had 37 Limited Partners who subscribed for 421 units of Limited Partnership Interest (“L.P. Units”) for $421,000. In addition, the General Partner purchased 400 units of General Partnership Interest (“G.P. Units” and collectively with L.P. Units, “Units”) for $400,000. From inception through April 1, 2003, the Partnership received total Limited Partner subscriptions and contributions of $57,747,099 and had total withdrawals (inclusive of trading gains) of $38,273,389. In addition, the General Partner contributed $1,900,000 since inception. The General Partner redeemed $2,000,000 (inclusive of trading gains) on March 31, 1994 and $1,400,000 (inclusive of trading gains) on December 31, 1996. The General Partner’s equity in the Partnership as of April 1, 2003 was $2,018,659 representing approximately 4% of the Partnership’s equity. At April 1, 2003, the Partnership had a total of 148 Limited Partners.

 

As specified in its Limited Partnership Agreement, the Partnership may accept investments from certain employee benefit plans of affiliates to the extent that such investments do not exceed 25% of the aggregate value of outstanding Units, excluding Units held by the General Partner, TIC, and certain of their affiliates. On August 1, 1995, the Partnership accepted an investment of $99,306 from the Tudor Investment Corporation 401(k) Savings and Profit-Sharing Plan (the “TIC 401(k) Plan”), a qualified plan organized for the benefit of employees of TIC and certain of its affiliates. The Partnership has received TIC 401(k) Plan contributions in the aggregate amount from inception through April 1, 2003 of $5,020,671. The TIC 401(k) Plan’s equity in the Partnership as of April 1, 2003 was $9,206,859 representing approximately 18.22% of the Partnership’s equity or approximately 19.78% excluding Units held by the General Partner, TIC and certain of their affiliates. TIC has waived its right to receive management and incentive fees attributable to Units held by the TIC 401(k) Plan. The number of L.P. Units held by the TIC 401(k) Plan will be restated as necessary to equate the per Unit value of the TIC 401(k) Plan’s capital account with the Partnership’s per Unit value. Furthermore, BPL does not charge commissions for transacting the Partnership’s foreign exchange spot and forward and commodity forward contracts.

 

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CURRENT MARKET ENVIRONMENT

 

The Partnership’s trading results were down in the first quarter of 2003 due to trading strategies related to the resurgence of economic growth among the G7 countries. Furthermore, correlations among the major financial asset classes diverged from the relationships that have existed in the past. The presence of aberrant weather and the Iraq war during the three months ended March 31, 2003 have created volatile yet trendless markets.

 

RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 2003 AS COMPARED TO THE THREE MONTHS ENDED MARCH 31, 2002

 

The Partnership reported a net decrease in net assets resulting from operations of $2,535,018 for the three months ended March 31, 2003 compared to a net increase in net assets resulting from operations of $1,222,139 for the three months ended March 31, 2002.

 

The following table compares Net Asset Value per Unit for the three months ended March 31, 2003 and 2002:

 

    

Net Asset Value Per Unit


    

Change in Net Asset Value Per Unit For the Three months ended


March 31, 2003

  

$10,268.90

    

$(565.85)

    

(5.22)%

March 31, 2002

  

$9,238.47

    

$309.57

    

3.47%

 

INVESTMENT INCOME

 

Interest income for the three months ended March 31, 2003 was $146,856 compared to the three months ended March 31, 2002 of $145,130. The Partnership earns interest income on cash and cash equivalents maintained with banks or in trading accounts held with clearing brokers and counterparties and used by the Partnership as collateral to engage in futures, option and forward contracts and other commodity interest contracts. The Partnership’s interest income will fluctuate with its levels of collateral pledged with counterparties as well as changes in overall interest rates.

 

INVESTMENT EXPENSE

 

Interest expense for the three months ended March 31, 2003 was $536 compared to the three months ended March 31, 2002 of $697. The Partnership’s interest expense will fluctuate with its levels of collateral pledged by counterparties.

 

Brokerage commissions expense for the three months ended March 31, 2003 was $76,311 compared to the three months ended March 31, 2002 of $67,474. These expenses represent all brokerage commissions, exchange, National Futures Association and other fees incurred in connection with the execution and clearing of commodity interest trades and will vary based on the Partnership’s trading activity during the quarter. The General Partner anticipates that the Partnership will normally pay approximately 1% of its average Net Assets in brokerage commissions and other transaction costs and charges annually.

 

OPERATING EXPENSES

 

Management fees for the three months ended March 31, 2003 were $196,805 compared to the three months ended March 31, 2002 of $141,255. Because management fees are calculated as a percentage of the Partnership’s net assets, the increase in fees was due to the overall increase in assets under management.

 

Incentive fees were $0 and $64,652 for the three months ended March 31, 2003 and 2002. Incentive fees will fluctuate based on the amount, if any, of Net Trading Profits earned by the Partnership.

 

Professional fees and other expenses for the three months ended March 31, 2003 were $63,954 compared to the three months ended March 31, 2002 of $51,108. Professional fees and other expenses remained relatively stable from the quarter ended March 31, 2002 to 2003.

 

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Table of Contents

 

NET REALIZED AND UNREALIZED GAINS (LOSSES) ON TRADING ACTIVITIES

 

Net realized and unrealized trading gains and losses are recorded in the statements of operations. The following table summarizes the components (in thousands) of net realized and unrealized gains and losses, net of brokerage commissions, for the three months ended March 31, 2003 and 2002:

 

    

Three Months Ended March 31,


 
    

2003


    

2002


 

Exchange traded:

                 

Interest rate futures and options

  

$

(774

)

  

$

1,644

 

Foreign exchange futures

  

 

(9

)

  

 

(3

)

Equity index futures

  

 

(976

)

  

 

(285

)

Over-the-counter contracts:

                 

Foreign exchange forwards and options

  

 

(31

)

  

 

106

 

Commodity swaps

  

 

(283

)

  

 

102

 

Equity index swaps

  

 

(85

)

  

 

(237

)

Forward rate agreements

  

 

(16

)

  

 

—  

 

Interest rate swaps

  

 

(35

)

  

 

—  

 

Non-financial derivative instruments

  

 

(212

)

  

 

8

 

    


  


Total

  

$

(2,421

)

  

$

1,335

 

    


  


 

As the Partnership is a speculative trader in the commodities markets, current period results are not comparable to prior period’s results. The following table illustrates the Partnership’s net realized and unrealized gains and losses on trading activities as a percentage of average Net Assets, brokerage commissions and fees as a percentage of average Net Assets, and incentive fees as a percentage of net realized and unrealized gains and losses on trading activities:

 

    

March 31, 2003


  

March 31, 2002


Net realized and unrealized gains (losses) on trading activities as a percentage of average Net Assets

  

(5.0)%

  

4.1%

Brokerage commissions and fees as a percentage of average Net Assets

  

0.2 %

  

0.2%

Incentive fees as a percentage of net realized and unrealized gains on trading activities

  

0.0 %

  

4.6%

 

Inflation is not expected to be a major factor in the Partnership’s operations, except that traditionally the commodities markets have tended to be more active during inflationary periods. Since the commencement of the Partnership’s trading operations in July 1990, inflation has not been a major factor in the Partnership’s operations.

 

LIQUIDITY

 

The Partnership’s assets are deposited and maintained with banks or in trading accounts with clearing brokers and counterparties. These assets are used by the Partnership as margin and collateral to engage in derivative instruments trading. Since the Partnership’s sole purpose is to trade in derivative instruments, it is anticipated that the Partnership will continue to maintain substantial liquid assets for margin and collateral purposes.

 

Cash and cash equivalents are part of the Partnership’s inventory. Cash and cash equivalents of $46,356,726 and $45,498,833 represented approximately 91% and 93% of the Partnership’s assets as of March 31, 2003 and December 31, 2002, respectively. The cash and cash equivalents satisfy the Partnership’s need for cash on both a short term and long term basis.

 

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Table of Contents

Since futures trading generates a significant percentage of the Partnership’s income, any restriction or limit on that trading may render the Partnership’s investment in futures contracts illiquid. Most commodity exchanges limit fluctuations in certain commodity contract prices during a single day by regulations referred to as a “daily price fluctuation limit” or “daily limits”. Pursuant to such regulations, during a single trading day, no trade may be executed at a price beyond the daily limits. If the price for a contract or a particular commodity has increased or decreased by an amount equal to the “daily limit,” positions in such contracts can neither be taken, nor liquidated unless traders are willing to effect trades at or within the limit. Commodity interest contract prices have occasionally moved the daily limit for several consecutive days with little or no trading. Such market conditions could prevent the Partnership from promptly liquidating its commodity positions.

 

CAPITAL RESOURCES

 

The Partnership does not have, nor does it expect to have, any fixed assets. Redemptions and additional sales of Units in the future will impact the amount of funds available for investment in commodity interest contracts in subsequent periods. As the amount of capital changes, the size of the positions taken by the Partnership is adjusted.

 

The Partnership is currently open to new investments, which can be made quarterly. Periodically, the Partnership opens up investments on a monthly basis. Such investments are limited to employees of TIC and its principals or its affiliates and certain employee benefit plans, including, but not limited to, the TIC 401(k) Plan.

 

OFF-BALANCE SHEET RISK

 

In the normal course of business, the Partnership is a party to a variety of off-balance sheet financial instruments in connection with its trading of derivative instruments. For derivative instruments, the unrealized gain or loss, rather than the contract notional amounts, represents the approximate future cash requirements. As a writer of options, the Partnership bears the risk of unfavorable changes in the price of the underlying instrument which may be in excess of the premium received.

 

ITEM 3.     QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

Market Risk Management

 

The Partnership maintains positions in derivative instruments that trade both on exchanges and “over-the-counter” instruments (“OTC”). The Partnership is subject to credit risk and changes in market value associated with the financial instruments that are traded. In conjunction with proprietary and other customer accounts, TIC takes an active role in managing the Partnership’s market and counterparty risks and has established formal internal control procedures that are reviewed on an ongoing basis.

 

TIC has developed a set of guidelines and policies that are designed to maintain risk at levels, which are appropriate and necessary to achieve targeted rates of return. These guidelines and policies include quantitative and qualitative criteria for individual risk factors as well as for aggregate risk. TIC’s Risk Management Department, in conjunction with various senior personnel from different disciplines throughout TIC and its affiliates, regularly assesses and evaluates the Partnership’s potential exposures to market risk based on analyses performed by the department.

 

TIC evaluates the positions taken by traders in various instruments and markets globally and assesses the market risk associated with those positions. TIC uses a statistical technique known as Value at Risk (“VaR”) to assist in measuring market risk. The VaR model is a proprietary system, and is one of several tools used to monitor and review the Partnership’s trading portfolios. The VaR model projects potential losses based on a historical simulation methodology which uses two quarters of historical data, a one day holding period, and a 99% confidence level.

 

As a writer of options, the Partnership receives a premium upon initial settlement and then bears the risk of changes in the price of the financial instrument underlying the option. Swaps, forward rate agreements, currency forwards and OTC foreign currency options are traded in unregulated markets.

 

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Table of Contents

The following table illustrates the VaR for each component of market risk as of March 31, 2003 and December 31, 2002. The dollar values represent the VaR at the 99% confidence level.

 

Risk Factors


  

March 31, 2003


    

December 31, 2002


 

Interest rate derivatives

  

$

—  

 

  

$

152,864

 

Foreign exchange derivatives

  

 

254,649

 

  

 

332,771

 

Equity index derivatives

  

 

110,486

 

  

 

327,531

 

Non-financial derivative instruments

  

 

126,026

 

  

 

—  

 

Correlation offset(1)

  

 

(223,161

)

  

 

(472,865

)

    


  


Aggregate VaR

  

$

268,000

 

  

$

340,301

 

    


  


 

(1)   The correlation offset equals the difference between Aggregate VaR and the sum of the VaRs for the four risk factors . This offset arises due to the correlation that exists in the individual items being aggregated.

 

The Partnership is an active trader and the instruments and investments utilized by the Partnership change frequently. As the objective of the Partnership is to generate appreciation of its assets through speculative trading of derivatives, the risk taken in interest rates, foreign exchange rates and equity prices will vary dependent on the strategies utilized by the Partnership as well as current economic conditions and global events.

 

The following table illustrates the Partnership’s high, low and average daily VaR during the periods ended March 31, 2003 and December 31, 2002 for each component of market risk noted above:

 

    

March 31, 2003


    

December 31, 2002


 

Risk Factors


  

High


    

Low


    

Average


    

High


    

Low


    

Average


 

Interest rate derivatives

  

$

546,431

 

  

$

54,287

 

  

$

269,168

 

  

$

1,051,417

 

  

$

65,021

 

  

$

303,459

 

Foreign exchange derivatives

  

 

1,280,721

 

  

 

199,106

 

  

 

329,985

 

  

 

1,424,552

 

  

 

203,257

 

  

 

500,126

 

Equity index derivatives

  

 

544,357

 

  

 

40,123

 

  

 

507,553

 

  

 

643,822

 

  

 

116,945

 

  

 

173,499

 

Non-financial derivative instruments

  

 

77,474

 

  

 

—  

 

  

 

37,837

 

  

 

173,062

 

  

 

77,579

 

  

 

68,328

 

Correlation offset(1)

  

 

(1,472,983

)

  

 

(108,516

)

  

 

(582,543

)

  

 

(1,770,951

)

  

 

(333,043

)

  

 

(411,412

)

    


  


  


  


  


  


Aggregate VaR

  

$

976,000

 

  

$

185,000

 

  

$

562,000

 

  

$

1,521,902

 

  

$

129,759

 

  

$

634,000

 

    


  


  


  


  


  


 

(1)   The correlation offset equals the difference between Aggregate VaR and the sum of the VaRs for the four risk factors . This offset arises due to the correlation that exists in the individual items being aggregated.

 

At March 31, 2003, the Partnership’s primary market exposure was to foreign exchange derivatives.

 

Changes in interest rates directly affect the price of interest rate futures and may, indirectly, affect the price of foreign exchange futures and equity index futures. At March 31, 2003 the Partnership’s interest rate exposure was primarily to interest rate fluctuations in the United States and other G-7 countries.

 

The Partnership’s foreign exchange contract exposure is a result of fluctuations in exchange rates. Exchange rates fluctuate due to many factors including changes in interest rates, rates of inflation and government policies and programs.

 

The Partnership’s equity index exposure was primarily attributable to equity price risk in the United States and other G-7 countries. Stock index futures traded by the Partnership are principally limited to futures on broad based equity indices.

 

17


Table of Contents

 

In addition to exchange traded instruments, the Partnership is exposed to various OTC derivative instruments including swaps and forward contracts. In addition to having price risk that may be similar to exchange traded instruments, OTC instruments may result in the Partnership having credit risk associated with its OTC contract counterparties.

 

Cash and Due from Brokers balances are held principally at U.S. banks, US securities dealers, and certain international financial institutions.

 

Credit Risk Management

TIC attempts to minimize exposure to trading counterparties and brokers through the use of bilateral collateral agreements (“Collateral Agreements”) with OTC derivative counterparties and through formal credit policies and monitoring procedures. TIC has a Credit Committee, comprised of senior managers from different disciplines throughout TIC and its affiliates, that meets regularly to analyze the credit risks associated with the Partnership’s counterparties, intermediaries and service providers. A significant portion of the Partnership’s positions, including cash and due from brokers, are invested with or held at top tier banks and securities dealers.

 

TIC establishes counterparty exposure limits and specifically designates which product types are approved for trading. TIC attempts to reduce the credit risk of the Partnership by establishing protective credit terms in its legal trade documentation (i.e.: ISDA agreements, master netting agreements, etc.) with counterparties. In addition, TIC monitors exposure levels and actively moves collateral with counterparties to reduce exposure.

 

Futures and forwards are typically liquidated by entering into offsetting contracts with the same counterparty. Swaps and forward rate agreements are either liquidated or held to maturity. For these instruments, the unrealized gain or loss, rather than the contract or notional amounts, represents the present value of future net cash requirements.

 

Notwithstanding the risk monitoring and credit review performed by TIC with respect to its counterparties, there is always a risk of non-performance.

 

Generally, financial contracts can be closed out at TIC’s discretion. An illiquid or closed market, however, could prevent the close-out of positions.

 

ITEM 4.     CONTROLS AND PROCEDURES

 

As of March 31, 2003, an evaluation was performed under the supervision and with the participation of the Partnership’s management, including the President and Chief Executive Officer and the Chief Financial Officer of the General Partner of the Partnership, of the effectiveness of the design and operation of the Partnership’s disclosure controls and procedures. Based on that evaluation, the Partnership’s management, including the President and Chief Executive Officer and the Chief Financial Officer of the General Partner of the Partnership, concluded that the Partnership’s disclosure controls and procedures were effective as of March 31, 2003. There have been no significant changes in the Partnership’s internal controls or in other factors that could significantly affect internal controls subsequent to March 31, 2003.

 

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Table of Contents

 

PART II – OTHER INFORMATION

 

ITEM 1.     LEGAL PROCEEDINGS

 

None.

 

ITEM 2.     CHANGES IN SECURITIES AND USE OF PROCEEDS

 

The Partnership initially registered 10,000 Units of Limited Partnership Interests pursuant to a registration statement (Commission file number 33-33982) that was declared effective on June 22, 1990. The Partnership registered an additional 10,000 Units of Limited Partnership Interests on June 9, 1998 (Commission file number 333-52543). Of the 20,000 Units that have been registered, 13,875 Units having an aggregate value of $57,747,099 have been sold through April 1, 2003.

 

ITEM 3.     DEFAULTS UPON SENIOR SECURITIES

 

None.

 

ITEM 4.     SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

 

None.

 

ITEM 5.     OTHER INFORMATION

 

The Partnership has included in this Form 10-Q filing, and from time to time its management may make, statements which may constitute forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are not historical facts but instead represent only the Partnership’s beliefs regarding future events, many of which, by their nature, are inherently uncertain and outside of the Partnership’s or its management’s control. Statements preceded by, followed by, or that include the words ‘‘expect,’’ ‘‘will,’’ ‘‘may,’’ ‘‘could,’’ ‘‘intend,’’ ‘‘anticipate,’’ ‘‘believe,’’ and ‘‘should’’, involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements, or those of the industry in which the Partnership operates, to be materially different from any expected future results, performance or achievements expressed or implied in these forward-looking statements. It is possible that actual results may differ, possibly materially, from the anticipated results indicated in these forward-looking statements. Important factors that could cause actual results to differ from those in the Partnership’s specific forward-looking statements include:

 

    decline in general economic conditions;

 

    decline in liquidity in global markets generally or certain sectors and instruments within such markets;

 

    material changes in government regulations relating to contracts, instruments, or participants in various markets in which the Partnership is active;

 

    reduced availability of credit and other forms of leverage from counterparties, banks, and dealers in various markets in which the Partnership is active;

 

    increased volatility in the capital markets; and

 

    default by counterparties.

 

Additional information regarding these and other important factors that could cause actual results to differ from those in the Partnership’s forward-looking statements is contained in the Partnership’s Form 10-K for the fiscal quarter ended December 31, 2002. The Partnership hereby incorporates by reference those risk factors into this Form 10-Q. Other additional information regarding important factors that cause results to differ from those in the Partnership’s forward looking statements are contained in the Partnership’s periodic filings with the Securities & Exchange Commission.

 

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Table of Contents

 

ITEM 6.     EXHIBITS AND REPORTS ON FORM 8-K

 

  (a)   Exhibits

 

99.1   Certification Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2003

 

99.2   Certification Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2003

 

  (b)   Reports on Form 8-K

 

The Partnership did not file any reports on Form 8-K during the three months ended March 31, 2003.

 

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Table of Contents

 

SIGNATURES

 

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

TUDOR FUND FOR EMPLOYEES L.P.

 

By:

 

Second Management LLC, General Partner

 

By:

 

/s/    MARK F. DALTON         


   

Mark F. Dalton,

President and Chief Executive Officer of the

General Partner

 

By:

 

/s/    JOHN R. TORELL        


   

John R. Torell,

Chief Financial Officer of the

General Partner

 

May 14, 2003

 

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Table of Contents

CERTIFICATIONS

 

I, Mark F. Dalton, certify that:

 

  1.   I have reviewed this quarterly report on Form 10-Q of the Tudor Fund for Employees L.P.;

 

  2.   Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

 

  3.   Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

 

  4.   The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

 

  a)   designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

 

  b)   evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the “Evaluation Date”); and

 

  c)   presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

 

  5.   The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):

 

  a)   all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and

 

  b)   any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and

 

  6.   The registrant’s other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

 

By:

 

/s/    MARK F. DALTON


   

Mark F. Dalton,

President and Chief Executive Officer of

Second Management LLC, the General Partner

May 14, 2003

 

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Table of Contents

CERTIFICATIONS

 

I, John R. Torell, certify that:

 

  1.   I have reviewed this quarterly report on Form 10-Q of the Tudor Fund for Employees L.P.;

 

  2.   Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

 

  3.   Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

 

  4.   The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

 

  a)   designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

 

  b)   evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the “Evaluation Date”); and

 

  c)   presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

 

  5.   The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):

 

  d)   all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and

 

  e)   any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and

 

  6.   The registrant’s other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

 

By:

 

/s/    JOHN R. TORELL


   

John R. Torell
Chief Financial Officer of
Second Management LLC, the General Partner

 

May 14, 2003

 

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