17 CFR § 270.12d1-3 - Exemptions for investment companies relying on section 12(d)(1)(F) of the Act.

---
identifier: "/us/cfr/t17/s270.12d1-3"
source: "ecfr"
legal_status: "authoritative_unofficial"
title: "17 CFR § 270.12d1-3 - Exemptions for investment companies relying on section 12(d)(1)(F) of the Act."
title_number: 17
title_name: "Commodity and Securities Exchanges"
section_number: "270.12d1-3"
section_name: "Exemptions for investment companies relying on section 12(d)(1)(F) of the Act."
chapter_name: "SECURITIES AND EXCHANGE COMMISSION"
part_number: "270"
part_name: "RULES AND REGULATIONS, INVESTMENT COMPANY ACT OF 1940"
positive_law: false
currency: "2026-04-05"
last_updated: "2026-04-05"
format_version: "1.1.0"
generator: "[email protected]"
authority: "15 U.S.C. 80a-1  80a-34(d), 80a-37, 80a-39, 1681w(a)(1), 6801-6809, 6825, and Pub. L. 111-203, sec. 939A, 124 Stat. 1376 (2010), unless otherwise noted."
cfr_part: "270"
---


# 270.12d1-3 Exemptions for investment companies relying on section 12(d)(1)(F) of the Act.

(a) *Exemption from sales charge limits.* A registered investment company (“acquiring fund”) that relies on section 12(d)(1)(F) of the Act (15 U.S.C. 80a-12(d)(1)(F)) to acquire securities issued by an investment company (“acquired fund”) may offer or sell any security it issues through a principal underwriter or otherwise at a public offering price that includes a sales load of more than 1
1/2 percent if any sales charges and service fees charged with respect to the acquiring fund's securities do not exceed the limits set forth in FINRA Rule 2341 applicable to a fund of funds.

(b) *Definitions.* For purposes of this section, the terms *fund of funds,* sales charge, and *service fee* have the same meanings as in FINRA Rule 2341(b).

[71 FR 36655, June 27, 2006, as amended at 88 FR 37987, June 12, 2023]