SecProbe.io

May 13, 2011
    Steven B. Boehm, Esq.
Sutherland Asbill  & Brennan LLP
1275 Pennsylvania Avenue, N.W. Washington, DC 20004- 2415
  Re:  B lueCrest Capital Finance Corp.   (File Nos. 333- 173289
 and
        814- 00880  )
   Dear Mr. Boehm:
 We have reviewed the registration statement on Form N -2 of BlueCrest Capital Finance Corp.  (“Fund”),
which was filed on April 4, 2011, to register its common shares under the Securities Act of 1933 (“1933 Act”).  The registration statement states that the Fund intends to file an election to be treated as a business development company under the Investment Company Act of 1940 (“1940 Act”).  We have used captions from the registration statement above our comments to indicate the sections of the registration s tatement to which the comments relate.  However, you should consider a comment made
with respect to one section applicable to similar disclosure elsewhere in the registration statement.  We have the following comments.
Prospectus

Front Cover
 1.  We note that substantial portions of the registration are incomplete  and necessary information is
missing .  Please file a pre -effective amendment with the missing information.  When the missing
information is provided, we intend to take sufficient time for a fulsome review.
 2.  Please revise the statement required by Item 1.1.j. of Form N -2 to state that investing in the Fund
should be considered “highly speculative” and “involves an extremely high degree of risk.”
 3.  Please disclose the following  information on the front cover: (1) the securities in which the Fund
invests  will generally not be rated  by any rating agency; (2) if they were rated, they would be below
investment grade or “junk;” (3) indebtedness of below investment grade quality is reg arded as having

Steven B. Boehm, Esq.
May 13, 2011
Page 2

 predominantly speculative characteristics with respect to the issuer’s capacity to pay interest and repay principal.    4.  Please make prominent (e.g., add to the bolded paragraph)  the statement that this is the Fund’s initial
public offer ing and “prior to this offering there has been no public market for our common stock.”  See
Item 1.1.i. of Form N -2.
 5.  The bolded paragraph and the disclosure on page 44 indicate  that the  investors purchasing Fund
shares in the public offering will be  subject  to significant dilution.  As a result, the investors who receive
fund shares in exchange for their Legacy Finance Fund shares will benefit from accretion in net asset value per share ("NAV") as a result of the public offering.  Please explain to us why this is not an impermissible benefit.  6.  Please present the Fund’s pricing table in conformity with the table shown in Instruction 5 to Item 1.1.g. of Form N -2.  Please eliminate the parenthetical “underwriting discounts and commissions.”  You
may describe the components of the sales load in a footnote to the table.
 7.  The Fund does not appear to have a minimum offering requirement .  If not, please disclose , where
appropriate, the risk that the Fund may be undercapitalized.
 8.  Please explain  to us how the Fund will account for the offering expenses and sales load in its fee
table and financial statements .
 9.  The Fund has granted the underwriters an overallotment option to purchase additional shares of common stock at the public offering  price, less underwriting discounts and commissions (sales load).
Please confirm that the Fund will receive all of the additional proceeds from any  exercise of the
overallotment option.  Please explain whether any of the overallotment shares may come from t he
investors in the Legacy Finance Fund.
 10.  Does the Fund bear any expense, directly or indirectly  (e.g., underwriting discounts, commissions
(sales load), offering costs, or  any other related expense) , in connection with the proposed overallotment
arrangement? If so, why is the Fund bearing such expenses? Are all such direct and indirect expenses
included in the  Fund's fee table with appropriate disclosure?
 11.  Please disclose any “other consideration” paid to the underwriters.  See Instruction 2. to Item 1.1.g. of Form N -2.
 12.  Immediately after the pricing table, please include the following statement on the front cover: “Because you will pay a sales load of 7% and offering expenses of 1.5%, if you invest $100 in Fund shares, only $91.50 will actually be invested in the Fund.  As a result, based on the current public
offering price of $ ___, you would have to experience a total return on your investment of ____%  to recover these expenses. See “Estimated Use of Proceeds,” on page __.

Steven B. Boehm, Esq.
May 13, 2011
Page 3

 13.  Please add a statement to the parag raph immediately preceding the “Dealer Prospectus Delivery
Objective” paragraph that the prospectus will be amended to reflect material changes

Prospectus Summary , general
1.  In all of the Summary subsections, please include citation s, including page numbers, to the more
detailed discussions in the body of the prospectus.
 2.  We find the use of the adjective “ Legacy ,” indicating , apparently , that the entities are both
superseded and persisting, to be confusing .  We suggest that the disclosure would be clearer if you , for
example,  referred to : the “Onshore Hedge Fund,” or the “Feeder Hedge Fund;” the “Offshore Hedge
Fund” or the “Master Hedge Fund;”  and the “Acquired Portfolio.”

BlueCrest Portfolio Acquisition, page 2
 1.  Please include risk disclosure , where appropriate, that  the Fund’s issuance of shares to the Legacy
Finance Fund investors and its acquisition of the assets of the Legacy M aster Fund will be made prior  to
its N -54A filing , which means that the protections and rights afforded investors by the 1940 Act may not
apply with respect to the transactions occurring before the IPO.
 2.  Please provide more information about the operations and relationship of the Legacy  Finance Fund
and the Legacy  Master Fund by clarifying the following issues.
 a)  Is the Legacy Finance Fund a  domestic  limited partnership and is the Legacy Master Fund an
“offshore” (Cayman Island) corporation?  Please explain their relationship.
b)  Is the relationship of the Legacy Funds  intended to accommodate the needs of U.S. tax exempt
investors?   If not what is the purpose of the arrangement?
c)  Does the Legacy Master Fund also have foreign “feeders ” to accommodate foreign investors and
U.S. tax exempt investors?
d)  Does the Lega cy Finance Fund originate loans or does it transfer funds to the Legacy Master Fund,
which originate s the loans?  If the Legacy Finance Fund actually originates loans, how long does it
typically hold a loan before transferring it to the Legacy Master Fund?   If the Legacy Master Fund
originates the loans, is it subject to U.S. income tax on this business?
e)  Do investors in the Legacy  Finance Fund  receive shares of the Legacy Master Fund?
f)  In addition to the loans transferred to it by Legacy  Finance Fun d, what other investments are held by
the Legacy Master Fund?   g)  Who is the investment adviser to the Legacy  Finance Fund and the Legacy Master Fund?
h)  Was the wholly -owned Delaware subsidiary of the Legacy Master Fund created for the purposes of
the Legacy Portfolio acquisition ?
i)  Will the subsidiary continue to exist as a subsidiary of the Fund or will it be liquidated into the Fund,
which will then hold the securities comprising the Legacy Portfolio directly?

Steven B. Boehm, Esq.
May 13, 2011
Page 4

  3.  Please describe the relat ionship among: BlueCrest Capital Finance Advisors , L.P.; BlueCrest Capital
Management  LLP; and BlueCrest Capital Management (UK)  LLP.  What are the relationships of these
companies with the Legacy  Finance Fund  and the Legacy  Master Fund ?
 4.  Please addres s the following issues with respect to the exchange of shares with the  Legacy F inance
Fund.
 a)  Who are the current owners of the Legacy  Finance Fund?
b)  Will any of the current owners receive cash for their shares of the Legacy  Finance Fund?
c)  Wi ll any of the owners of the Legacy  Finance Fund  be participating in the private placement with  a
view  to resell their shares , such that they may  be deemed "underwriters ," as defined in Section 2(a)(11)
of the 1933 Act?
d)  Will the Fund shares be issued to the Legacy  Finance Fund owners in reliance upon Section 4(2) of
the 1933 Act , Rule 506 of Regulation D , or another exemption from registration under the 1933 Act ?
e)  Is the closing of the private placement contingent upon the  closing of the Fund's IP O?
 5.  The disclosure, on page 1, defines the "Legacy Portfolio" as “the investments held by the Legacy
Finance Fund, together with the investments that we will acquire from the Legacy Master Fund.”  Please clarify the following issues.
 a)  Does the Legacy Finance Fund hold any assets , other than any loans it has originated for transfer to
the Legacy Master Fund?  If so, will these assets be acquired by the Fund or disposed of before the acquisition?
b)  Please clarify whether any investments will be  acquired directly from the Legacy Master Fund , as
opposed to indirectly through purchase from, or acquisition of , the Legacy Master Fund ’s wholly -owned
subsidiary .
c)  What value is the Fund receiving for the shares it exchanges with the Legacy Finance Fund?  It
appears to us that the value of the Legacy Funds is in the assets held by the Legacy Master Fund and these are being purchased by the Fund with the Distribution Notes .
 6  The  sale of the Legacy Master Fund  assets to the Fund is not arms -length  and would not be permitted
under section 57 of the 1940 after the filing of the Form N -54A.  As the Fund is required to hold 70% of
its assets in “eligible portfolio companies,” as defined by Section 2(a)(46) of the 1940 Act, we presume the sale involves “level 3” loans and warrants issued by private companies for which there are no market
prices  or reliable valuations.  Any gain on the sale of the assets transferred to the wholly -owned
subsidiary of the Legacy Master Fund will benefit the Adviser  of the Legacy Master Fund , in terms of
capital gain incentive fees and/or carried interest  payments .  At a minimum, the adviser of the Legacy
Master Fund  appears to be an affiliated person of the a dviser to the Fund.  Please clarify the following
issues w ith respect to the transfer of the Legacy Master Fund ’s assets.
 a)  Please provide us with copies of the determinations made by the Fund’s Board  in connection with the
valuation of the Legacy Master Fund ’s assets purchased by the Fund.

Steven B. Boehm, Esq.
May 13, 2011
Page 5

 b)  Will the tr ansfer to the wholly -owned subsidiary of the Legacy Master Fund occur before the
acquisition of the Legacy  Finance Fund?  If it occurs after, will any of the investors in the Legacy
Master Fund also be investors in the Fund.
c)  Is the adviser of the Fund also the adviser of the Legacy Master Fund ?
d)  Assuming that the adviser of the Fund is an affiliated person of the adviser of the  Legacy Master
Fund, would the issuance and redemption of the Distribution Notes be compensation to the  adviser of
the Fund outside the advisory agreement.
 7.  The disclosure on page 2 states that “the debt investments included in the Legacy Portfolio had a weighted average annualized yield of approximately ___% as of March  31, 2011.”  Please inform us ho w
this yield was calculated.
About BlueCrest Advisors , page 3
 1.  The disclosure states that “s ince 1998, the members of our investment adviser's core investment team
have invested or committed more than $1.2 billion in capital across 485 different tr ansactions. .”  Who
are the members of the “ core investment team ”?  It appears that from 1998 to 2005, Mr. DeMars was
employed by LINC Capital, Heller Financial , and then by GE Commercial Finance.  It does not appear
that all of the members of his team were with him during this entire period.  Moreover, it cannot be
substantiated that they were the one who originated the loans made by these three companies  Accordingly, please delete, throughout the registration statement, the des criptions of the number and
amount of the loans made by the “ core investment team ” from 1998 to 2005, i.e., before they managed
the L egacy Funds.
 2. Please inform us whether BlueCrest Advisors has  completed the investment adviser registration
process with  the Commission under the Investment Advisers  Act of 1940.  If not, when will this process
be completed?
 3.  In this section and on page 54, please clarify the meaning of the phrase “ leverage the expertise and
relationships developed by BlueCrest Capital Management  LLP.”

Strong Track Record of Investing in Venture Capital -Backed Companies , page 3
 1.  Were the Legacy  Finance Fund and the Legacy  Master Fund  part of the Ritchie Capital Management,
Ltd. Fund complex?  Have Mr. DeMars and any of his team been named in any lawsuits against Ritchie Capital Management?
 2.  We believe that there is no basis for the inclusion of the prior performance of the Legacy Funds in the registration statement.  The structure and strategies of the Legacy Funds appear to be materially different
from those of the Fund’s .  From their creation in 2005 to the current time they have operated as a
master/feeder  structure .  The Legacy Finance Fund appears to be an onshore hedge fund that makes
loans for transfer to the Legacy Master Fund , which is a Cayman Island corporation.  Investors in the

Steven B. Boehm, Esq.
May 13, 2011
Page 6

 master/feeder structure are issued shares of the Legacy Master Fund .  The business oper ations of the
master/feeder are conducted through the Legacy Master Fund  subject to the laws of the Cayman Islands .
The master/feeder  structure  appears to be set up to accommodate offshore feeders.  The  master/feeder
structure appears to be intended to me et the special requirements of foreign investors and U.S. tax -
exempt  entities .  Please identify any no -action letters or other Commission or staff positions that you
believe are authorities for permitting the presentation of the performance of the Legacy Funds  in the
Fund’ registration statement.   Otherwise, please delete any information about performance of the Legacy
Funds wherever it appears throughout the prospectus .
 3.  The disclosure states that the Legacy Funds have achieved “ a total composite in ternal rate of return,
or IRR, of approximately 13.1%.”  Assuming that a prior performance presentation were permitted, it should only be calculated using the SEC -mandated average a nnual t otal r eturn formula .  Please delete all
references to  the Legacy Funds’  “IRR.”

Seasoned and Cohesive Investment Team with Extensive Lending Experience , page 5
 Please disclose that most of this lending experience this “lending experience” was gained at LINC
Capital, Heller Financial, GE Capital , and Ritchi e Capital .

Direct and Comprehensive Origination Sources including Strong Relationships with Established Venture
Capital and Private Equity Firms , page 5
 Please delete all descriptions  of, and references to , the number of loans and transactions before 2005
when the BlueCrest Advisors personnel were employees of LINC Capital, Heller Financial, and GE
Commercial Finance.

Attractive Investment Opportunities and Benefits from Venture Capital Trends , page 5
Please define the term “venture lending .”

Our Investment Strategy, page 5
 The second sentence of the first paragraph states : “we intend to achieve our investment objective by
constructing a diversified portfolio of senior secured loans across venture capital and private equity investors, industries, geographies and investment stages. ”  We do not understand what the phrase “ loans
across venture capital and private equity investors ” means .  In any case, this sentence is contradicted  by
the following paragraph in the section and by the fact that the Fun