UNITED STATES OF AMERICA

Before the

SECURITIES AND EXCHANGE COMMISSION

SECURITIES EXCHANGE ACT OF 1934 

Release No. 93508 / November 2, 2021

ADMINISTRATIVE PROCEEDING

File No. 3-20162

In the Matter of

BlueCrest Capital Management 

Limited,

Respondent.

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NOTICE OF PROPOSED PLAN OF 

DISTRIBUTION AND 

OPPORTUNITY FOR COMMENT

Notice is hereby given, pursuant to Rule 1103 of the United States Securities and 

Exchange Commission’s (“Commission”) Rules on Fair Fund and Disgorgement Plans 

(“Commission’s Rules”), 17 C.F.R. § 201.1103, that the Division of Enforcement has submitted 

to the Commission a proposed plan of distribution (the “Proposed Plan”) for the distribution of 

monies paid in the above-captioned matter.

On December 8, 2020, the Commission issued an Order Instituting Administrative and 

Cease-and-Desist Proceedings Pursuant to Section 8A of the Securities Act of 1933 and Sections 

203(e) and 203(k) of the Investment Advisers Act of 1940, Making Findings, and Imposing 

Remedial Sanctions and a Cease-and-Desist Order (the “Order”)1against BlueCrest Capital 

Management Limited (“BlueCrest” or the “Respondent”). In the Order, the Commission found 

that, from October 2011 through December 2015, BlueCrest engaged in a course of conduct 

stemming from its management of a proprietary hedge fund, BSMA Limited that was detrimental 

to investors in BlueCrest’s flagship client hedge fund, BlueCrest Capital International Master 

Fund Limited.2 The Commission ordered the Respondent to pay $107,560,200 in disgorgement, 

$25,154,306 in prejudgment interest, and a $37,285,494 civil money penalty, for a total of 

$170,000,000, to the Commission. The Commission also created a Fair Fund, pursuant to 

Section 308(a) of the Sarbanes-Oxley Act of 2002, so the penalty paid, along with the 

disgorgement and interest paid, can be distributed to harmed investors (the “Fair Fund”).

 

1

 Securities Act Rel. No. 10896 (Dec. 8, 2020).

2 At all relevant times, BlueCrest Capital International Master Fund Limited was an unregistered Cayman Islandsbased fund, organized in a master-feeder structure with an offshore unregistered feeder fund, incorporated in the 

Cayman Islands, called BlueCrest Capital International Limited, and a domestic unregistered feeder fund, organized 

under Delaware law, called BlueCrest Capital L.P. 
2

The Fair Fund includes the $170,000,000.00 paid by the Respondent. The assets of the 

Fair Fund are subject to the continuing jurisdiction and control of the Commission. The Fair 

Fund and has been deposited in an interest-bearing account at the U.S. Department of the 

Treasury’s Bureau of the Fiscal Service, and any interest accrued will be added to the Fair Fund.

OPPORTUNITY FOR COMMENT

Pursuant to this Notice, all interested persons are advised that they may obtain a copy of 

the Proposed Plan from the Commission’s public website at 

http://www.sec.gov/litigation/fairfundlist.htm. Interested persons may also obtain a written copy 

of the Proposed Plan by submitting a written request to Catherine E. Pappas, United States 

Securities and Exchange Commission, One Penn Center, 1617 JFK Blvd., Ste. 520, Philadelphia, 

PA 19103. All persons who desire to comment on the Proposed Plan may submit their 

comments, in writing, no later than thirty (30) days from the date of this Notice:

1. to the Office of the Secretary, United States Securities and Exchange 

Commission, 100 F Street, NE, Washington, DC 20549-1090;

2. by using the Commission’s Internet comment form 

(http://www.sec.gov/litigation/admin.shtml); or

3. by sending an e-mail to rule-comments@sec.gov.

Comments submitted by email or via the Commission’s website should include “Administrative 

Proceeding File No. 3-20162” in the subject line. Comments received will be publicly available. 

Persons should submit only information they wish to make publicly available.

THE PROPOSED PLAN

The Net Available Fair Fund3is comprised of the $170,000,000.00 in disgorgement, 

prejudgment interest, and civil money penalties paid by the Respondent, plus interest and income 

earned thereon, less taxes, fees, and expenses. The Proposed Plan provides for the distribution of 

the Net Available Fair Fund to U.S. Investors in BlueCrest Capital International Limited or 

BlueCrest Capital L.P. during the Relevant Period for management fees paid.

For the Commission, by the Division of Enforcement, pursuant to delegated authority.4

Vanessa A. Countryman

Secretary 

 

3

 All capitalized terms used herein but not defined shall have the same meanings ascribed to them in the Proposed 

Plan.

4

 17 C.F.R. § 200.30-4(a)(21)(iii).