Colorado Division of Securities

Staff of the Colorado Division of Securities allege that the licensee, as a managing member of Golden Returns Advisors, LLC: 1. Failed to file an updated notice of exemption for the Fund in violation of § 11-51-308(1)(p). 2. Charged a non-qualified member to the fund a performance fee of $250 in violation of Rule 51-4.15(IA) and the representations made in the Fund's Private Placement Memorandum ("PPM"). 3. The Fund PPM contained inaccurate information including that an independent accountant would determine the Fund's NAV after conducting an audit annually and that the results of the audit would be sent to members of the Fund. An audit was not completed annually. 4. Custody requirements were not met since an independent representative ("gatekeeper") did not review all disbursements from the fund in violation of Rule 51-4.10(IA)(B)(3).

Order

Respondents agree to fully comply with all action items requested in the Division deficiency letter issued January 28, 2021 including engaging an independent representative or gatekeeper before initiating any disbursements from the Fund. Respondents shall obtain a compliance consultant within sixty (60) days of entry of the Order. The compliance consultant shall be approved by the Division and maintained for two years. The compliance consultant will provide assistance to comply with the deficiency letter, timely file and update disclosure documents, review and develop all required policies and procedures to ensure compliance with the Colorado Securities Act and the rules thereunder, and conduct one (1) surprise examination.