SEC Form 497

What Is SEC Form 497?

SEC Form 497 is a regulatory document that investment companies such as mutual funds use to file their definitive materials in the Securities and Exchange Commission’s (SEC's) Electronic Data Gathering, Analysis, and Retrieval (EDGAR) filing system.

Definitive materials include any piece of information considered material to an investor, and as such, relevant to an investor's decision about changing their financial position in a company.

Key Takeaways

  • SEC Form 497 is used by mutual funds and investment companies to submit definitive materials to the SEC's EDGAR filing system.
  • Examples of definitive materials include a fund's prospectus, proxy information, and SAI.
  • Private fund offerings made available to only a small number of investors are exempt from filing Form 497.

Understanding SEC Form 497

SEC Form 497 is used by investment companies that are required to file definitive materials in accordance with Rule 497 of the Securities Exchange Act of 1933. Definitive materials include such documents as proxy statements, prospectus publications, annual and semiannual mutual fund shareholder reports, Statements of Additional Information (SAI), just to name a few common examples.

In the U.S., all companies that file with the SEC must provide and upload their documentation to the EDGAR website. This electronic depository allows investors to access all the filings of a specific company. Documents that can be retrieved on EDGAR include quarterly and annual corporate reports and financial statements. Form 10-K and Form 10-Q can also be accessed using EDGAR.

Form 10-K provides a detailed company history, audited financial statements, and a description of products and services, along with an annual review of the organization, its operations, and the markets in which the company operates. Form 10-Q is a quarterly report that includes unaudited financial statements and information about a company’s operations during the previous three months.

Users of the EDGAR database can search for the corporate filings of a specific organization by inputting the company’s ticker symbol. Companies that have the most recent filings are typically shown first.

Exemptions to Filing SEC Form 497

The Securities Act of 1933, commonly known as the "truth in securities" law, fulfills two primary missions. One is to ensure that investors have access to comprehensive financial statements and other relevant information about securities that are publicly available for purchase. The other is to forbid the distribution of deceitful and fraudulent information by the companies that sell the securities.

To help enforce these decrees, the SEC requires that securities available for public sale in the U.S. generally must be registered with the Commission. However, the SEC does allow for some exceptions to this rule.

According to the SEC, specific exemptions from the registration requirement include:

  • Private offerings that are made available only to a small number of individuals or institutions
  • Offerings of limited size
  • Intrastate offerings
  • Securities of municipal, state, and federal governments

By exempting scores of smaller offerings from the registration requirement, the SEC helps to lower the cost of security offerings to the public.

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