17 CFR § 270.17a-5 - Pro rata distribution neither “sale” nor “purchase.”

---
identifier: "/us/cfr/t17/s270.17a-5"
source: "ecfr"
legal_status: "authoritative_unofficial"
title: "17 CFR § 270.17a-5 - Pro rata distribution neither “sale” nor “purchase.”"
title_number: 17
title_name: "Commodity and Securities Exchanges"
section_number: "270.17a-5"
section_name: "Pro rata distribution neither “sale” nor “purchase.”"
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"
---


# 270.17a-5 Pro rata distribution neither “sale” nor “purchase.”

When a company makes a pro rata distribution in cash or in kind among its common stockholders without giving any election to any stockholder as to the specific assets which such stockholders shall receive, such distribution shall not be deemed to involve a sale to or a purchase from such distributing company as those terms are used in section 17(a) of the Act.

[20 FR 7447, Oct. 6, 1955]