SECURITIES AND EXCHANGE COMMISSION Investment Advisers Act of 1940 Release No. 1634 / May 28, 1997 Investment Company Act of 1940 Release No. 22685 / May 28, 1997 Administrative Proceeding File Number 3-9317 PUBLIC ADMINISTRATIVE AND CEASE-AND-DESIST PROCEEDINGS INSTITUTED AGAINST PARNASSUS INVESTMENTS, JEROME L. DODSON, MARILYN CHOU AND DAVID GIBSON The Securities and Exchange Commission has instituted public administrative and cease-and-desist proceedings against: (1) Parnassus Investments ("PI"), a registered investment adviser located in San Francisco, California, which acted as the investment adviser to the Parnassus Fund ("Fund), a mutual fund based in San Francisco; (2) Jerome L. Dodson ("Dodson"), President and Director of PI and President and a Trustee of the Fund; and, (3) Marilyn Chou ("Chou") formerly of Piedmont, California and David Gibson ("Gibson") of San Francisco, California, who were outside Trustees of the Fund (collectively, "Respondents"). The Order Instituting Proceedings alleges three main violations of the federal securities laws. First, PI, Dodson, Chou and Gibson aided and abetted and caused the Fund to overstate its Net Asset Value ("NAV") for over two years -- from December 1990 to January 1993 -- by failing to value in good faith the Fund's holding of Margaux, Inc. ("Margaux"), a thinly traded security. The Order alleges that Respondents valued Margaux at the identical price for the entire two years and ignored relevant pricing and financial information about Margaux which should have led them to a lower valuation. The overstated NAV caused redeeming shareholders to receive more than they were entitled to, thereby diluting the holdings of remaining shareholders, while purchasing shareholders paid more for Fund shares than what they were actually worth. This violation also had the effect of increasing the compensation PI received as investment adviser to the Fund. Second, the Fund had a fundamental investment policy not to make loans (except through repurchase agreements which are a type of short-term loan fully collateralized by the value of the security which the borrower transfers to the lender and agrees to repurchase). In violation of this fundamental policy, PI and Dodson aided and abetted and caused the Fund to make a $100,000 loan to Margaux shortly after Margaux filed for bankruptcy. Finally, PI improperly used the Fund's soft dollar credits -- received from the Fund's broker-dealer in return for routing the Fund's trades to that broker for execution -- for the benefit of PI instead of the Fund and its shareholders. Dodson caused and aided and abetted PI's improper soft dollar use. PI also filed Forms ADV with the Commission, executed by ======END OF PAGE 1====== Dodson, which failed to disclose PI's improper use of soft dollar credits. A hearing will be scheduled to determine: (1) whether the Respondents violated the laws as alleged; (2) whether a cease-and-desist order should issue against the Respondents; and (3) whether civil penalties should be imposed upon the Respondents. ======END OF PAGE 2======