Securities Act of 1933
Section 5(b)(2)

April 11, 2019

Response of the Division of Corporation Finance

Based on the facts and representations in your letter, and without necessarily agreeing with your analysis, the Division of Corporation Finance's views are as follows. Capitalized terms have the same meanings as defined in your letter.

For purposes of Section 5(b)(2) of the Securities Act, the Division is of the view that a broker-dealer may satisfy its obligations under Section 5(b)(2) to deliver a prospectus to a client of an investment adviser purchasing shares of a Mutual Fund by delivering the Mutual Fund prospectus to the investment adviser so long as the broker-dealer has actual knowledge that the client has authorized the investment adviser, consistent with its fiduciary duties, to manage the client's account on a discretionary basis and to accept delivery of Mutual Fund prospectuses on behalf of the client.

Because this position is based upon the representations made in your letter, any different facts or conditions might require the Division to reach a different conclusion. This letter only addresses the application of Section 5(b)(2) and no other provision of the federal securities laws. In connection with issuing this letter, we consulted with the staff in the Divisions of Investment Management and Trading & Markets, but it does not necessarily reflect their views.

Incoming Letter:

The Incoming Letter is in Acrobat format.

http://www.sec.gov/divisions/corpfin/cf-noaction/2019/money-management-institute-041119-5b2.htm