Securities Lawyer's Deskbook
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General Rules and Regulations
promulgated
under the
Securities Act of 1933





Rule 497 -- Filing of Investment Company Prospectuses--Number of Copies


  1. Five copies of every form of prospectus sent or given to any person prior to the effective date of the registration statement that varies from the form or forms of prospectus included in the registration statement filed pursuant to Rule 230.402(a) shall be filed as part of the registration statement not later than the date that form of prospectus is first sent or given to any person, except that an investment company advertisement under Rule 230.482 shall be filed under this paragraph (a) (but not as part of the registration statement) unless filed under paragraph (i) of this section.

    1. An investment company advertisement under Rule 482 shall be filed under this paragraph (a) (but not as part of the registration statement) unless filed under paragraph (i) of this section; and

    2. A profile under Rule 498 shall be filed in accordance with paragraph (k) of this section and not as part of the registration statement.

  2. Within 5 days after the effective date of a registration statement or the commencement of a public offering after the effective date of a registration statement, whichever occurs later, 10 copies of each form of prospectus used after the effective date in connection with such offering shall be filed with the Commission in the exact form in which it was used.

  3. For investment companies filing on Form N-1A, Form N-2, Form N-3, Form N-4, or Form N-6, within five days after the effective date of a registration statement or the commencement of a public offering after the effective date of a registration statement, whichever occurs later, ten copies of each form of prospectus and form of Statement of Additional Information used after the effective date in connection with such offering shall be filed with the Commission in the exact form in which it was used. Investment companies filing on Form N-1A must, if applicable pursuant to General Instruction C.3.(g) of Form N-1A, include an Interactive Data File .

  4. After the effective date of a registration statement no prospectus which purports to comply with section 10 of the Act and which varies from any form of prospectus filed pursuant to paragraph (b) or (c) of this rule shall be used until 10 copies thereof have been filed with, or mailed for filing to, the Commission.

  5. For investment companies filing on Form N-1A, Form N-2, Form N-3, Form N-4, or Form N-6, after the effective date of a registration statement, no prospectus that purports to comply with Section 10 of the Act or Statement of Additional Information that varies from any form of prospectus or form of Statement of Additional Information filed pursuant to paragraph (c) of this section shall be used until five copies thereof have been filed with, or mailed for filing to the Commission. Investment companies filing on Form N-1A must, if applicable pursuant to General Instruction C.3.(g) of Form N-1A, include an Interactive Data File

  6. Every prospectus consisting of a radio or television broadcast shall be reduced in writing. Five copies of every such prospectus shall be filed with the Commission in accordance with the requirements of this section.

  7. Each copy of a prospectus under this rule shall contain in the upper right hand corner of the cover page the paragraph of this rule under which the filing is made and the file number of the registration statement to which the prospectus relates. In addition, each investment company advertisement deemed to be a section 10(b) prospectus pursuant to Rule 482 shall contain in the upper right hand corner of the cover page the legend "Rule 482 ad." The information required by this paragraph may be set forth in longhand, provided it is legible.

  8. No later than the second business day following the earlier of the date of the determination of the offering price or the date it is first used after effectiveness in connection with a public offering or sales, ten copies of every form of prospectus and Statement of Additional Information, where applicable, that discloses the information previously omitted from the prospectus filed as part of an effective registration statement in reliance upon Rule 430A under the Securities Act shall be filed with the Commission in the exact form in which it is used, or transmitted by a means reasonably calculated to result in filing with the Commission by that date.

  9. An investment company advertisement deemed to be a section 10(b) prospectus pursuant to Rule 482 shall be considered to be filed with the Commission upon filing with a national securities association registered under Section 15A of the Securities Exchange Act of 1934 that has adopted rules providing standards for the investment company advertising practices of its members and has established and implemented procedures to review that advertising.

  10. In lieu of filing under paragraph (b) or (c) of this section, a registrant may file a certification that:

    1. the form of prospectus and Statement of Additional Information that would have been filed under paragraph (b) or (c) of this section would not have differed from that contained in the most recent registration statement or amendment, and

    2. the text of the most recent registration statement or amendment has been filed electronically.

  11. Summary Prospectus filing requirements. This paragraph (k), and not the other provisions of Rule 230.497, shall govern the filing of summary prospectuses under Rule 230.498. Each definitive form of a summary prospectus under Rule 230.498 shall be filed with the Commission no later than the date that it is first used.


Regulatory History


48 FR 37939, Aug. 22, 1983, as amended at 50 FR 26160, June 25, 1985; 52 FR 21262, June 5, 1987; 53 FR 3880, Feb. 10, 1988; 57 FR 56835, Dec. 1, 1992; 58 FR 14859, Mar. 18, 1993; 60 FR 26618, May 17, 1995; 62 FR 39755, 39763, July 24, 1997; 63 FR 13916, 13943, 63 FR 13968, 13984, Mar. 23, 1998, as corrected at 63 FR 19286, Apr. 17, 1998; 64 FR 27888, 27894, May 21, 1999; 67 FR 19848, 19869, Apr. 23, 2002; 70 FR 44722, 44819, Dec. 1, 2005; 73 FR 32222, 32227, June 5, 2008; 74 FR 4546, 4584, Jan. 26, 2009; 74 FR 7748, 7774, Feb. 19, 2009

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