UNITED STATES OF AMERICA
Before the
SECURITIES AND EXCHANGE COMMISSION
INVESTMENT ADVISERS ACT OF 1940
Release No. 1895 / September 7, 2000
ADMINISTRATIVE PROCEEDING
File No. 3-10280
In the Matter of
F.W. THOMPSON COMPANY,
LTD. and
FREDERICK W. THOMPSON,
Respondent.
ORDER INSTITUTING PROCEEDINGS
PURSUANT TO SECTIONS 203(e), 203(f),
AND 203(k) OF THE INVESTMENT
ADVISERS ACT OF 1940, MAKING
FINDINGS, IMPOSING SANCTIONS
AND A CEASE-AND-DESIST ORDER
I.
The Securities and Exchange Commission ("Commission") deems it
appropriate and in the public interest that public administrative
proceedings be, and hereby are, instituted pursuant to Section 203(e),
203(f) and 203(k) of the Investment Advisers Act of 1940 ("Advisers
Act") against the F.W. Thompson Company Ltd. ("FWT"), a registered
investment adviser, and Frederick Thompson, a person associated with
FWT.
II.
In anticipation of the institution of these proceedings, FWT and
Frederick Thompson have submitted Offers of Settlement which the
Commission has determined to accept. Solely for the purpose of these
proceedings and any other proceedings brought by or on behalf of the
Commission or to which the Commission is a party, without admitting or
denying the findings contained herein, except that Respondents admit
the jurisdiction of the Commission over them and over the subject
matter of these proceedings, FWT and Frederick Thompson consent to the
issuance of this Order Instituting Proceedings Pursuant to Sections
203(e), 203(f) and
203 (k) of the Investment Advisers Act of 1940, Making Findings,
SNIPPETS:
SECURITIES AND EXCHANGE COMMISSION
F.W. THOMPSON COMPANY,
FREDERICK W. THOMPSON,
ORDER INSTITUTING PROCEEDINGS
PURSUANT TO SECTIONS 203, 203,
AND 203OF THE INVESTMENT
ADVISERS ACT OF 1940, MAKING FINDINGS, IMPOSING SANCTIONS AND A CEASE-AND-DESIST ORDER
In anticipation of the institution of these proceedings, FWT and Frederick Thompson have
Solely for the purpose of these proceedings and any other proceedings brought by or on behalf
203 of the Investment Advisers Act of 1940, Making Findings, Imposing Sanctions and a
FWT incorporated its advisory business in 1963 under the laws of Ontario and registered with
FWT has both Canadian and U.S. clients.
Frederick W. Thompson, 75, is the President of FWT and is solely responsible for all
For the period January 1996 through August 1997, FWT, a registered investment adviser located
FWT received shares in 38 IPOs on which its clients earned $2.0 million in profits.
FWT had no written procedures governing IPO allocations, and provided no disclosure to its
Only 15 of the 29 FWT client accounts eligible to invest in IPOs received IPOs.
Four clients received 62% of the overall dollar value of the IPOs and also earned 63% of the
ection 206 established federal fiduciary standards to govern the conduct of investment
A violation of Section 206does not require a showing of scienter but may rest on a finding of
Dreyfus Corporation, Advisers Act Rel.
IPOs characterized as "hot" prior to the offering are those for which demand is particularly
In applying the term "willful" in Commission administrative proceedings instituted pursuant
In this case, as in all Commission administrative proceedings charging a willful violation
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