Sticker prospectus supplement: changing a prospectus between updates

A sticker prospectus supplement is a short, dated document that changes a fund's prospectus between annual updates: a new portfolio manager, a fee waiver extended, a fund renamed, a share class closed. It is filed with the SEC under Rule 497(e), which says that after effectiveness no prospectus or SAI that varies from the filed form "shall be used until five copies thereof have been filed with, or mailed for filing to the Commission". The sticker then travels with the prospectus until the next annual update replaces both. Botminds' Annual Prospectus Update reads every sticker filed during the year as a reason to change, so each one is folded into the new prospectus, summary prospectuses and SAI rather than lingering as a separate page that contradicts them.

What is a sticker prospectus supplement?

"Sticker" is the trade's word for a prospectus supplement. It is a separate document, filed on EDGAR and posted beside the prospectus it amends. The SEC uses the word too: in the 2022 tailored shareholder report release it described investors receiving updates during the year that "can take the form of a prospectus 'sticker' or an updated copy of the fund's prospectus" (SEC, Tailored Shareholder Reports, 87 FR 72758).

A sticker does not restate the prospectus. It names the documents it supplements, by fund and date, and says what has changed, usually in a few paragraphs. Rule 423 requires that "Each supplement to a prospectus shall be dated separately the approximate date of its issuance" (17 CFR 230.423), so the reader can tell which version of the facts is current. A fund that changes the same passage twice in a year has two stickers, and the later one governs.

Stickers exist because the annual update is annual. Section 10(a)(3) and Rule 8b-16 set the update's pace, as our guide to how often mutual funds update their prospectus explains, but changes arrive all year, and a prospectus that is materially misleading cannot wait for the season.

What is a 497 filing? Rule 497(e) and its neighbours

Rule 497 governs the forms of prospectus a fund files after its registration statement is effective, and most of its paragraphs show up on EDGAR as a form type. For a fund on Form N-1A the three that matter in a normal year are these. Rule 497(c) requires, within five days after effectiveness, copies of "each form of prospectus and form of Statement of Additional Information used after the effective date". Rule 497(j) lets the fund instead certify that the forms used "would not have differed from that contained in the most recent registration statement or amendment", which shows on EDGAR as 497J. And Rule 497(e) covers any prospectus or SAI that varies from those filed forms, which is the sticker (17 CFR 230.497).

Summary prospectuses have their own paragraph. Rule 497(k) says it, "and not the other provisions of this section, shall govern the filing of summary prospectuses", and each definitive summary prospectus must be filed "no later than the date that it is first used"; those appear as 497K. When a sticker changes the information in Items 2, 3 or 4 of Form N-1A, the fund must also submit an Interactive Data File with the 497 filing (Form N-1A, General Instruction C.3(g)(ii)).

Sticker or amendment: the question counsel answers first

Before anything is drafted, counsel decides which tool the change needs. A sticker under Rule 497(e) puts a change in front of investors immediately. A post-effective amendment changes the registration statement itself: under Rule 485(b) if it is filed only for a listed purpose, such as "Making any non-material changes which the registrant deems appropriate", and under Rule 485(a) otherwise, with sixty days before it takes effect (17 CFR 230.485). Some changes need both: a supplement now, and an amendment that carries the change into the registration statement.

The next annual update inherits the decision. A Rule 485(b) amendment carries the fund's representation that "no material event requiring disclosure in the prospectus", other than those Rule 485(b) lists, "has occurred since" the latest of the registration statement's effective date, the last amendment that included a prospectus, or a pending 485(a) filing (Rule 485(b)(2)). Every sticker filed since the last update records an event that occurred, so the filing team has to know which stickers exist and what each changed before counsel signs that representation. Our guide to 485APOS vs 485BPOS sets out the filing-path test in full.

Changes that carry their own notice rule

Some changes carry their own notice rules. A fund whose name suggests a focus and whose 80% policy is not fundamental must give shareholders "at least 60 days' prior notice of any change in the policy", and of any name change that accompanies it (17 CFR 270.35d-1). That notice can be delivered with or as a supplement, which puts the sticker's date at least sixty days before the change takes effect. Our colleagues on Fund Names Rule Compliance cover the 80% test itself.

How many prospectus stickers funds file: the 497 count, year by year

The volume is rising. By our count of the SEC's EDGAR indexes, filings of form type 497 grew from 10,506 in 2023 to 10,813 in 2024 and 11,598 in 2025, and reached 9,134 in the first nine months of 2026. Not every one is a sticker: the form type also carries the varying forms of prospectus filed under Rule 497(c), and supplements for variable annuity and variable life contracts. But for a fund group, each one it files is a change the next annual update must absorb.

A fund group can count its own the same way. The EDGAR index lists every filing with its registrant, form type and date, so a filing team can list the 497s filed under each registration statement since its last effective date and hold that list against the passages the new prospectus changes. Our guide to 485BXT filings shows how to pull that data.

Why a sticker can outlive its purpose

A sticker is supposed to die at the next annual update. Its change should be written into the new prospectus text, and the supplement itself should no longer be needed. The failure modes are quieter than a missed change. A sentence copied from the sticker into the new prospectus can carry the sticker's own stale numbers with it. A passage the sticker superseded can survive in the SAI, which nobody re-read. And a sticker that changed one fund can be missed in the summary prospectus of a sister fund that shares the passage.

The sample cycle in Annual Prospectus Update shows the first failure (fictional funds and data throughout). The Sustainable Muni Fund's turnover sentence had been carried from a June 12 supplement into the draft, and the supplement still quoted the fiscal 2025 rate: 31% where fund accounting's signed-off fiscal 2026 figure is 27%. Nobody edited the number, because it arrived with the sticker's text; the overnight check found it by comparing it with its source.

A turnover rate carried in from a June supplement, caught before filing

What shareholders are told about a sticker, and when

No rule requires a fund to mark its changes in the new prospectus. The SEC said so plainly when it adopted tailored shareholder reports, and added that changes in the annual update "may not be easy for an average shareholder to identify" (87 FR 72758). It also found the practice around stickers uneven: "We also understand that there is diversity of practices among funds regarding what changes result in a prospectus sticker, and whether to transmit the sticker to shareholders."

The Commission's answer was to require a summary of certain material fund changes in the annual shareholder report, which means the year's stickers now feed a second document. A change to the fund's name, objective, fees or expenses, principal strategies, principal risks or adviser that went out as a sticker during the year is a candidate for that summary. Our colleagues on tailored shareholder reports set out which material fund changes trigger that disclosure.

There is no requirement for a fund to identify or highlight changes to the fund in its prospectus.

SEC, Tailored Shareholder Reports adopting release (2022)

Folding every sticker into the next update with Annual Prospectus Update

In Annual Prospectus Update the year's supplements are one of the seven sources the Trigger agent reads. It lists each 497 filed on EDGAR since the last effective date, matches it to the passages in last year's filing that it changed, and makes it a trigger in the change list beside board actions, fee data and performance. In the sample Municipal Series, six of the 140 triggers were supplements to fold in. The setting that does this, fold in every 497 supplement filed since the last update, is on by default and is changed only by a new version of the settings.

The other agents then treat the sticker's text like any other source. The Drafting agent writes the change into the new documents in house style. The Series Consistency agent checks whether the passage it changed is shared by other funds. The Stale-Data agent compares every number the sticker brought in with its newest signed-off source, which is how the turnover rate above was caught. And the Filing-Path agent tests whether anything the sticker announced is a change Rule 485(b) does not cover, sending any doubtful one to the Chief Legal Officer. Counsel approves each change; the agents never approve, sign or file.

In Annual Prospectus Update, supplements are a source like any other

Questions people ask

What is a prospectus supplement under Rule 497?

It is a document that changes a prospectus or SAI after the registration statement is effective. Rule 497(e) says no prospectus or SAI that varies from the filed forms may be used until it has been filed with the Commission, so the supplement is filed on EDGAR, usually as form type 497, before it is sent or posted.

What is the difference between a 497, a 497K and a 497J filing?

A 497 is a varying or definitive form of prospectus or SAI, which includes stickers. A 497K is a summary prospectus filed under Rule 497(k) no later than its first use. A 497J is the certification under Rule 497(j) that the forms used after effectiveness did not differ from the registration statement, filed instead of the forms themselves.

Do stickers have to be sent to existing shareholders?

Practice varies. The SEC noted in 2022 that funds differ on "what changes result in a prospectus sticker, and whether to transmit the sticker to shareholders". Some changes carry their own notice rule, such as the 60 days' notice the Names Rule requires for a change to a fund's 80% policy.

Does a sticker change the registration statement?

No. A supplement changes the prospectus in use; the registration statement changes by post-effective amendment. A change that must be in the registration statement goes into the next amendment, which for most funds is the annual update under Rule 485(b), or sooner under Rule 485(a) if it is material.

How many 497 filings do funds make in a year?

By our count of the SEC's EDGAR indexes, 11,598 filings of form type 497 were made in 2025, up from 10,506 in 2023. The form type also covers variable insurance products and varying forms of prospectus filed after effectiveness.

Does a sticker need Inline XBRL?

Only if it varies the information in Items 2, 3 or 4 of Form N-1A, the objectives, fee table, strategies, risks and performance. Form N-1A, General Instruction C.3(g)(ii), requires the Interactive Data File to be submitted with that 497 filing.