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Washington State Department of Financial Institutions
FREQUENTLY ASKED QUESTIONS FOR DATABASE SEARCH

WHY DO I HAVE TO SELECT THE TYPE OF FILE I WANT TO SEARCH (INVESTMENT COMPANIES V. OTHER SECURITIES, FRANCHISE AND BUSINESS OPPORTUNITY FILINGS)?

The Securities Division's database is a DOS based system which became operational in July 1985. Due to the increasing volume of investment company (commonly known as mutual fund) filings over the years, when enhancements were made to the system in the early 1990's it was decided to split off these filings into a separate database. As a result, you must select the database that you wish to search.

WHAT FILE NAMING CONVENTIONS DOES THE DIVISION FOLLOW?

Knowing how the Division enters a file name can definitely speed up your search. Certain file naming conventions have been applied to investment company offerings, and to other offerings as applicable:

If "The" is the first word in the firm or applicant name, it is not entered.

Words are not abbreviated unless done so by the issuer, with the exceptions of "Incorporated" to "Inc" and "Corporation" to "Corp".

Investment company file names are separated into their major parts by hyphens: (fund - portfolio - class). A blank space is left on each side of the hyphen. Unit Investment Trusts may have four or more major parts.

All punctuation is removed except for the hyphens the Division inserts for investment company names (ampersands that are part of an acronym may be left in, e.g.,"AT&T").

If a DBA name is involved, the actual name will be listed first, followed by "DBA" and then the other name will be listed.

Caveat: these conventions were not developed until later years so you may need to search under several different spellings or names if you think something was filed with the Division and you are not finding it.

WHAT DO THE LETTER PREFIXES TO THE FILE NUMBERS MEAN?

"C" files--These securities registrations are filed with the Division and also filed by coordination with the federal Securities and Exchange Commission ("SEC"). These include "notice" filings by investment companies, as well as traditional equity and debt offerings (also included are Regulation A offerings, which technically are filed pursuant to an exemption, not a registration, at the federal level). These registrations are filed in Washington pursuant to RCW 21.20.180.

"Q" files-These securities registrations are called "qualification" filings. For various reasons these files are exempt from having to file with the SEC- for example, they may be offered for sale only in Washington, or may be municipal or church bond offerings. These registrations are filed in Washington pursuant to RCW 21.20.210.

"U" files-These are SCOR ("Small Company Offering Registration") offerings filed on the "fill-in-the-blanks" U-7 form (the SCOR form). Technically these are qualification offerings filed pursuant to RCW 21.20.210, but the Division chose, when SCOR offerings were first authorized in Washington, to establish a separate category for them. On the federal level, these offerings are allowed under Regulation D Rule 504, or Rule 147 for intrastate offerings.

"LOE" files-These are securities filings which were the precursor to SCOR. These are exempt offerings under WAC 460-46A, but utilize a "fill-in-the-blanks" disclosure document similar to a SCOR filing. Very few of these have been filed in recent years.

"E" files-These are offerings that are exempt from registration both with the State of Washington and the SEC, but which still have to make a filing with the Division. The bulk of these offerings are under Regulation D Rules 504, 505, or 506, but we also have some filings pursuant to the accredited investor exemption of WAC 460-44A-300, the cooperative association exemption contained in RCW 21.20.320(16), and the nonprofit organization exemption contained in RCW 21.20.310(11).

"O" files-These are generally either employee benefit plans required to file pursuant to RCW 21.20.310(10) or are requests for interpretive opinions.

"F" files-These are franchise offerings registering pursuant to RCW 19.100.020 of the Franchise Investment Protection Act.

"G" files-These are franchises which are filing pursuant to an exemption contained in RCW 19.100.030.

"BO"-files-These are business opportunity offerings registering pursuant to RCW 19.110.050 of the Business Opportunity Fraud Act.

WHAT IS THE DIFFERENCE BETWEEN A REGISTRATION AND AN EXEMPTION FILING?

If an offering is required to be registered, then as part of the registration process the applicant must file a disclosure document that will ultimately be given to potential investors to provide information on which to base their investment decision. This disclosure document is reviewed by the Division for compliance with applicable statutes and rules. In most instances, registered offerings can then be advertised and offered to the general public.

On the other hand, exempt offerings which require a filing with the Division are not reviewed by Division staff, and these cannot be advertised and offered to the general public. There may be restrictions placed on the number of investors or on the type of person who can invest (e.g., high net worth individuals, members of church or fraternal groups).

WHAT DO THE DIFFERENT FIELDS MEAN?

Issuer Name: The name of the security, franchise or business opportunity for which the filing is made.

File Number: A number assigned by the Securities Division.

Description: Generally, this is the type of security being offered, such as common stock or bonds. There may be further information, for example SB-1, SB-2, or Reg A, which denotes the particular form that the offering was filed on with the SEC. In the case of E files, the description identifies what type of exemption it is, not the type of security.

Status: Where the file is in the regulatory process.

"Under Review" means the Division staff member to whom the file has been assigned has not made a decision on the file yet.

"In Process" is a term used primarily for investment company notification filings, which indicates that the Division has received an initial application, renewal or amendment, but has not completed processing yet.

"Cleared Pending SEC" means that the Division has reviewed the offering and has cleared it for sale to Washington residents, but not until the SEC has authorized the sale of the offering nationally.

"Cleared for Sale" means the Division has authorized the offering for sale to Washington residents during the specified time period from the original or current effective date to the expiration date.

"Expired" means the offering has been terminated. Termination could be for several reasons: the issuer sold out or otherwise halted its offering and notified the Division the offering was no longer being sold, or the offering reached its expiration date and was not renewed. If there is no effective or expiration date shown, then the file could have been terminated because the issuer abandoned the offering.

"Withdrawn" generally means that the offering was filed but the issuer chose to withdraw the offering prior to its being cleared for sale by the Division.

"Denied" means that the Division denied the offering, which would occur because the offering did not meet regulatory requirements.

"Consent to Service Filed" means that certain issuers do not have to file their offering in Washington, but are still required by statute to file a consent to service of process in Washington, and at one time the Division set these consents up as files in the database.

"Information Provided" is used for O files where someone has requested information or guidance from the Division, and the Division has responded.

"Stop Order Issued" means the Division has issued an order to stop the sale of an offering.

"Cease and Desist Order Issued" means the Division has issued an order to stop the sale of or otherwise impose conditions on an offering.

"Entered in Error" is for records set up in error which have not yet been purged from the database.

"Suspended or Revoked" means that the Division has issued an order suspending or revoking the offering.

Status Change Date: The date of the last change in the status of a file.

Date Filed: The date that the offering was filed with the Division.

Assigned Analyst: The Division staff person to whom the file was assigned for review. In the case of notification filings and certain E and O files that are not reviewed, this is just a contact person in case there are any questions regarding the file.

Date Originally Effective: This is the first date for which the offering was cleared for sale in Washington.

Date Current Effective: If an offering has been amended (usually to increase the dollar amount of securities authorized to be sold in Washington) or renewed, then this is the date the amendment or renewal was cleared.

Expiration Date: This is the last date for which the offering is cleared for sale in Washington.

Registration Amount: This is the dollar amount of securities cleared for sale in Washington.

HOW LONG ARE FILINGS GOOD FOR?

Filings for C, Q, U, F, G and BO files are good for one calendar year after the Securities Division declares them effective. Issuers/offerors can renew on an annual basis. LOE filings are good for only one year and cannot be renewed.

E and O files do not expire except for offerings by nonprofit organizations filing pursuant to RCW 21.20.310(11), which are limited to a two year offering period by WAC 460-52A-060.

HOW IS THE REGISTERED AMOUNT OR NOTIFICATION AMOUNT COMPUTED?

The registered amount or notification amount depends on the amount of fee paid. For all securities registrations or notifications, the first $100 of fee paid (the minimum amount) registers $100,000 worth of securities for sale in Washington. For open end investment company (mutual fund and unit investment trust) offerings, Q files, and U files, each additional $50 of fee paid registers an additional $100,000 of securities for sale, and the unsold portion of the amount registered can be renewed for one additional year by paying a $50 renewal fee. For closed end investment companies, and other non-investment company C files, each $25 of fee paid registers an additional $100,000 of securities for sale, and the unsold portion of the amount registered can be renewed for a year by paying a $100 renewal fee. LOE filings have no fee, so the registered amount is whatever maximum offering amount (limited by rule to a maximum of $500,000) is listed by the issuer.

All the other file types listed above do not register an amount for sale.

WHO DO I CONTACT IF I HAVE QUESTIONS?


Questions regarding investment company offerings should be e-mailed to the investment company coordinator. If the question is about a specific file, please include the file number in the subject line of your message.

If you have questions regarding other offerings, please send an e-mail message to the registrations and exemptions coordinator. If the question is about a specific file, please include the file number and the name of the assigned analyst in the subject line of your message.

If you have recommendations for additional Frequently Asked Questions, or questions or comments about this website in general, please send an e-mail to the webmaster.

I WORK FOR AN INVESTMENT COMPANY. HOW DO I KNOW IF MY LATEST FILING HAS BEEN PROCESSED?


Follow the file naming conventions described above and do a search based on the file name. If that doesn't work, you can type in the first word or first couple of words of the file name and page through all the offerings until you find the right one. If you still can't find your file, send an e-mail to the investment company coordinator.

I JUST CAN'T FIND THE FILING I'M LOOKING FOR. WHAT DO I DO NOW?


Many offerings do not require that any filing be made with the Division-they qualify for so-called self-executing exemptions. For example, offerings listed or approved for listing on t