UNITED STATES OF AMERICA

UNITED STATES OF AMERICA

Before the

SECURITIES AND EXCHANGE COMMISSION

SECURITIES EXCHANGE ACT OF 1934

Release No. 102387 / February 11, 2025

ADMINISTRATIVE PROCEEDING

File No. 3-20162

In the Matter of

BlueCrest Capital Management

Limited,

Respondent.

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ORDER DIRECTING SECOND

DISBURSEMENT OF FAIR FUND

On November 2, 2021, the Commission published a Notice of Proposed Plan of

Distribution and Opportunity for Comment (“Notice”),1 pursuant to Rule 1103 of the

Commission’s Rules on Fair Fund and Disgorgement Plans (“Commission’s Rules”);2 and

simultaneously posted the Proposed Plan of Distribution (the “Proposed Plan”). The Notice

advised interested persons that they could obtain a copy of the Proposed Plan from the

Commission’s public website or by submitting a written request to Catherine Pappas, United

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

Philadelphia, PA 19103. The Notice also advised that all persons desiring to comment on the

Proposed Plan could submit their comments, in writing, within 30 days of the Notice. The

Commission received six comments on the Proposed Plan during the comment period. On

February 18, 2022, after review and consideration of the comments received, the Commission

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2

Exchange Act Rel. No. 93508 (Nov. 2, 2021).

17 C.F.R. § 201.1103.

issued an order approving the Proposed Plan without modification,3 and posted the approved

Plan of Distribution (the “Plan”).

The Plan provides for the distribution of the Fair Fund, plus accumulated interest, less

taxes, fees, and expenses, to U. S. Investors4 for management fees paid in connection with

BlueCrest Capital International Master Fund Limited’s two unregistered feeder funds, BlueCrest

Capital International Limited and BlueCrest Capital L.P., between October 1, 2011, and

December 31, 2015, inclusive.

On February 5, 2024, the Commission issued an Order Directing Disbursement of Fair

Fund (the “Disbursement Order”).5 Pursuant to the Disbursement Order, the Fund Administrator

has distributed $158,749,328.78 and of that amount $158,540,080.67 in distribution payments

were successfully negotiated by harmed investors. The Fair Fund has a current balance of

$19,115,280.40, of which $1,013,268.53 is held by the Fund Administrator in the Fair Fund’s

escrow account at The Huntington National Bank, N.A. (the “Escrow Account”).

Given the amount remaining in the Fair Fund, and after taking into account a reserve of

$304,753.75 for Administrative Costs, the Fund Administrator recommends further distribution

of the Fair Fund to Payees who negotiated payments in the immediately preceding distribution.

Pursuant to the Plan, the Fund Administrator has submitted a payment file to the

Commission staff with a reasonable assurances letter as to the completeness and accuracy of the

information contained therein. The Commission staff has reviewed and accepted the payment

file and requests, pursuant to Rule 1101(b)(6) of the Commission’s Rules, 17 C.F.R. §

201.1101(b)(6), that the Commission authorize the transfer of $17,789,764.83 from the Fair

3

See Corrected Order Approving Plan of Distribution, Exchange Act Rel. No. 94285 (Feb. 18, 2022).

Capitalized terms not defined in this Order are used as defined in the Plan.

5

Exchange Act Rel. No. 99464 (Feb. 5, 2024).

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Fund to the Escrow Account, to be added to the $1,013,268.53 currently held in the Escrow

Account, for distribution by the Fund Administrator in accordance with the Plan.

Accordingly, it is hereby ORDERED, that Commission staff shall transfer

$17,789,764.83 from the Fair Fund for distribution along with the $1,013,268.53 held in the

Escrow Account, for a total distribution by the Fund Administrator of $18,803,033.36 in

accordance with the Plan.

For the Commission, by the Division of Enforcement, pursuant to delegated authority.6

Vanessa A. Countryman

Secretary

6

17 C.F.R. § 200.30-4(a)(21)(v).

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