FINRA

NASD RULES 2110, 2120, 2310, 3040, INTERPRETATIVE MATERIAL 2310-2 - DENNIS RAY THOMPSON SR. OFFERED AND SOLD INVESTMENTS IN AN UNREGISTERED HEDGE FUND AND ITS GENERAL PARTNER, USING REPRESENTATIONS AND SALES MATERIALS THAT CONTAINED MATERIALLY MISLEADING STATEMENTS AND OMISSIONS OF FACT. THE INFORMATION SUPPLIED BY THE HEDGE FUND MANAGER AND USED RECKLESSLY BY THOMPSON TO SOLICIT INVESTORS CONTAINED MATERIALLY FALSE AND MISLEADING STATEMENTS AND OMISSIONS CONCERNING, AMONG OTHER FACTS: PENDING COMMODITY FUTURES TRADING COMMISSION (CFTC) SECURITIES FRAUD ACTION AGAINST THE HEDGE FUND MANAGER; THE FUND'S THEORETICAL AND UNPROVEN PERFORMANCE FIGURES; THE SPECULATIVE NATURE OF THE FUND'S TRADING STRATEGY; AND THE SIGNIFICANT RISKS ASSOCIATED WITH AN INVESTMENT IN THE HEDGE FUND AND ITS GENERAL PARTNER. THOMPSON RAISED APPROXIMATELY $5.1 MILLION FROM INVESTORS. THOMPSON SOLICITED INVESTORS WITHOUT CONDUCTING A REASONABLE INVESTIGATION TO DETERMINE WHETHER THE HEDGE FUND AND ITS GENERAL PARTNER WERE SUITABLE INVESTMENTS AND WITHOUT REGARD AS TO WHETHER CERTAIN INVESTORS WERE CAPABLE OF EVALUATING AND BEARING THE RISKS ASSOCIATED WITH SUCH INVESTMENTS. THOMPSON ALSO FAILED TO DISCLOSE IN WRITING TO HIS MEMBER FIRM THAT HE WAS ENGAGED IN PRIVATE SECURITIES TRANSACTIONS FOR COMPENSATION AND FAILED TO DISCLOSE TO HIS FIRM IN WRITING THAT HE RECEIVED OVERRIDE COMMISSIONS FROM THE HEDGE FUND AND GENERAL PARTNER FOR SALES MADE BY OTHER FIRM SALESMEN.

Acceptance, Waiver & Consent(AWC)

Bar (Permanent)

All Capacities

Indefinite

12/24/2009

WITHOUT ADMITTING OR DENYING THE FINDINGS, THOMPSON CONSENTED TO THE DESCRIBED SANCTION AND TO THE ENTRY OF FINDINGS; THEREFORE, HE IS BARRED FROM ASSOCIATION WITH ANY FINRA MEMBER IN ANY CAPACITY.