UNITED STATES OF AMERICA

Before the

SECURITIES AND EXCHANGE COMMISSION

SECURITIES EXCHANGE ACT OF 1934 

Release No. 94627 / April 7, 2022

ADMINISTRATIVE PROCEEDING

File No. 3-19597

In the Matter of

Bethany Liou and Golden 

California Regional Center, LLC,

Respondents.

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ORDER AUTHORIZING THE DISPOSITION 

OF FUNDS REMAINING IN THE 

DISTRIBUTION FUND AND ANY FUNDS 

RETURNED TO THE DISTRIBUTION FUND 

IN THE FUTURE, DISCHARGING THE 

FUND ADMINISTRATOR, CANCELLING 

THE ADMINISTRATOR’S BOND, AND 

TERMINATING THE DISTRIBUTION FUND

On November 4, 2019, the Commission issued an Order Instituting Cease-and-Desist 

Proceedings Pursuant to Section 8A of the Securities Act of 1933, Making Findings, and 

Imposing a Cease-and-Desist Order (the “Order”)1against Bethany Liou and Golden California 

Regional Center, LLC (collectively, the “Respondents”). According to the Order, beginning in 

July 2016, the Respondents offered securities under the Immigrant Investor Program (“EB-5 

securities”) in the form of limited partnership interests in the GCRC Cupertino Fund (the 

“Cupertino Fund”), raising funds from at least 90 investors to partially finance the acquisition, 

development, and operation of a mixed-use residential, commercial, and hotel development in 

Cupertino, California (the “Cupertino-based project”). Each partnership unit cost $500,000, plus 

up to $55,000 for an administrative fee. In the Order, the Commission found that Liou never 

transferred the investment funds to the developer of the Cupertino-based project but rather, 

transferred investor funds to a bank account in her name, and later used investor funds as 

collateral for a line of credit unrelated to the Cupertino-based project. The Commission ordered 

the Respondents to pay, jointly and severally, $50,295,232 in disgorgement and prejudgment 

interest to the Commission pursuant to a payment schedule, with the final payment due within 

three hundred sixty (360) days of the entry of the Order (the “Distribution Fund”).

The Respondents paid a total of $48,340,835.64 pursuant to the Order, comprising the 

Distribution Fund. Accrued interest was added to the Distribution Fund.

On March 20, 2020, the Division of Enforcement, pursuant to delegated authority, issued 

an order appointing JND Legal Administration as the fund administrator of the Distribution Fund 

and set the administrator’s bond amount.2

 

1

 Securities Act Rel. No. 10725 (Nov. 4, 2019).

2

 Order Appointing Fund Administrator and Setting Administrator’s Bond Amount, Exchange Act Rel. No. 92097 

(June 3, 2021).
2

On September 2, 2020, the Commission published a Notice of Proposed Plan of 

Distribution and Opportunity for Comment (“Notice”),3pursuant to Rule 1103 of the 

Commission’s Rules on Fair Fund and Disgorgement Plans (“Commission’s Rules”);4and 

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 four comments on the Proposed Plan during the comment period. On 

December 10, 2020, after consideration of concerning the comments received, the Commission 

issued an order approving the Proposed Plan without modification,5and posted the approved 

Plan of Distribution (the “Plan”). 

The Plan set forth a methodology for allocating the Distribution Fund, less taxes and 

administration fees and expenses, to investors who purchased limited partnership interests in the 

Cupertino Fund, and who suffered losses due to the Respondents’ conduct described in the 

Order.

As ordered by the Commission, the Fund Administrator distributed a total of 

$48,373,956.25 from the Distribution Fund pursuant to the Plan.6 The Fund Administrator 

successfully distributed the entirety to the intended recipients, resulting in the compensation of 

all investors eligible for a distribution under the Plan for 97% of their losses. 

The Distribution Fund earned $262,660.20 in interest. To date, it has paid federal and 

local taxes of $77,861.44, investment fees of $1,390.27, $48,315.00 to purchase a bond for 2020 

through 2021, and $6,886.82 in tax administration fees and expenses. 

The Tax Administrator has submitted to the Commission a final invoice for its services in 

the amount of $4,293.40. The Fund Administrator has submitted to the Commission staff 

invoices for all services rendered and expenses incurred, totaling $90,792.66. 

The Commission staff has reviewed the invoices and cost documentation, and confirmed 

that the services have been provided, the expenses incurred, and the charges reasonable. The 

Commission staff has requested, pursuant to paragraphs 6 and 7 of the Plan and in accordance 

with the Commission’s Rules, that the Commission authorize the Office of Financial 

Management (“OFM”) to pay Tax Administration fees and expenses of $4,293.40 and Fund 

Administration fees and expenses of $90,792.66. Once all outstanding invoices are paid, no 

funds will remain in the Distribution Fund. 

 

3 Exchange Act Rel. No. 89755 (Sept. 2, 2020).

4

 17 C.F.R. § 201.1103.

5

 See Order Approving Plan of Distribution, Exchange Act Rel. No. 90625 (Dec. 10, 2020).

6

 Exchange Act Rel. No. 91815 (May 10, 2021).
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The Fund Administrator has also submitted to the Commission a document reflecting 

unreimbursed bond premium costs incurred by the Fund Administrator, in the amount of 

$4,721.17. The Commission staff has requested that the Commission authorize payment to the 

Fund Administrator up to $4,721.17 from funds returned to the Distribution Fund in the future, if 

any. 

The Plan provides that the Distribution Fund is eligible for termination and the Fund 

Administrator discharged after all of the following have occurred: (a) the final accounting has 

been submitted by the Fund Administrator for approval of, and has been approved by the 

Commission; (b) all taxes, fees, and expenses of the Fair Fund have been paid; and (c) any 

amount remaining in the Distribution Fund have been returned to Commission. It further 

provides that, upon Commission approval of the final accounting, the staff shall seek an order 

authorizing the disposition of the remaining residual amount and any amounts returned to the 

Distribution Fund in the future, terminating the Distribution Fund, discharging the Fund 

Administrator, and cancelling the Fund Administrator’s bond. 

The Commission staff has confirmed that the Fund Administrator has completed the 

distribution process in accordance with the Commission’s orders; all taxes have been paid; that, 

with the entry of the proposed order, all fees and expenses will be paid; and that all monies 

remaining in the Distribution Fund have been received by the Commission. The Commission 

finds that the distribution is complete and that the payment of fees and expenses, the termination 

of the Distribution Fund, the discharge of the Fund Administrator, and the cancellation of the 

Fund Administrator’s bond is appropriate. 

The final accounting, which was submitted to the Commission for approval, as required 

by Rule 1105(f) of the Commission’s Rules, 17 C.F.R. § 201.1105(f), and as set forth in the Plan, 

has been approved. 

Accordingly, it is ORDERED that:

A. OFM pay the Tax Administrator’s fees and expenses of $4,293.40 from the 

Distribution Fund; 

B. OFM pay the Fund Administrator’s fees and expenses of $90,792.66 from the 

Distribution Fund;

C. OFM pay to the Fund Administrator unreimbursed bond premium costs up to the 

amount of $4,721.17 from funds returned to the Distribution Fund in the future, if 

any;

D. OFM shall transfer any future returned funds exceeding $4,721.17, if any, to 

above to the general fund of the United States Treasury subject to Section 

21F(g)(3) of the Securities Exchange Act of 1934, 15 U.S. Code § 78u-6(g)(3);

E. The Fund Administrator, JND Legal Administration,is discharged; 
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F. The Fund Administrator’s bond is canceled; and

G. The Distribution Fund is terminated. 

By the Commission. 

Vanessa A. Countryman

Secretary