Section 249.308 is also issued under 15 U.S.C. 80a-29 and 80a-
37.
* * * * *
0
31. Amend Form 20-F (referenced in Sec.  249.220f) by revising the
second, third and fourth paragraphs following instruction 4.(a)(ii)
under ``Instructions as to Exhibits,'' and prior to the note, to read
as follows:

    Note:  The text of Form 20-F does not, and this amendment will
not, appear in the Code of Federal Regulations.

FORM 20-F

* * * * *

INSTRUCTIONS AS TO EXHIBITS

* * * * *
    4. (a) * * *
    (ii) completes a transaction that had the effect of causing it to
cease being a public shell company.
    The only contracts that must be filed are those to which the
registrant or a subsidiary of the registrant is a party or has
succeeded to a party by assumption or assignment or in which the
registrant or such subsidiary has a beneficial interest.
    The registrant may redact specific provisions or terms of exhibits
required to be filed by this Form 20-F if the registrant customarily
and actually treats that information as private or confidential and if
the omitted information is not material. If it does so, the registrant
should mark the exhibit index to indicate that portions of the exhibit
or exhibits have been omitted and include a prominent statement on the
first page of the redacted exhibit that certain identified information
has been excluded from the exhibit because it is both not material and
is the type that the registrant treats as private or confidential. The
registrant also must include brackets indicating where the information
is omitted from the filed version of the exhibit. If requested by the
Commission or its staff, the registrant must promptly provide on a
supplemental basis an unredacted copy of the exhibit and its
materiality and privacy or confidentiality analyses. Upon evaluation of
the registrant's supplemental materials, the Commission or its staff
may require the registrant to amend its filing to include in the
exhibit any previously redacted information that is not adequately
supported by the registrant's analyses. The registrant may request
confidential treatment of the supplemental material submitted under
this instruction pursuant to Rule 83 (Sec.  200.83 of this chapter)
while it is in the possession of the Commission or its staff. After
completing its review of the supplemental information, the Commission
or its staff will return or destroy it if the registrant complies with
the procedures outlined in Rules 418 or 12b-4 (Sec.  230.418 or
240.12b-4 of this chapter).
* * * * *
0
32. Amend Form 8-K (referenced in Sec.  249.308) by revising
Instruction 6 under Item 1.01 to read as follows:

    Note:  The text of Form 8-K does not, and this amendment will
not, appear in the Code of Federal Regulations.

FORM 8-K

* * * * *

INFORMATION TO BE INCLUDED IN THE REPORT

Section 1--Registrant's Business and Operations

Item 1.01 Entry Into a Material Definitive Agreement

* * * * *
    Instructions.
* * * * *
    6. To the extent a material definitive agreement is filed as an
exhibit under this Item 1.01, the registrant may redact specific
provisions or terms of the exhibit if the registrant customarily and
actually treats that information as private or confidential and if the
omitted information is not material, provided that the registrant
intends to incorporate by reference this filing into its future
periodic reports or registration statements, as applicable, in
satisfaction of Item 601(b)(10) of Regulation S-K. If it does so, the
registrant should mark the exhibit index to indicate that portions of
the exhibit have been omitted and include a prominent statement on the
first page of the redacted exhibit that certain identified information
has been excluded from the exhibit because it is both not material and
is the type that the registrant treats as private or confidential. The
registrant also must include brackets indicating where the information
is omitted from the filed version of the exhibit. If requested by the
Commission or its staff, the registrant must promptly provide on a
supplemental basis an unredacted copy of the exhibit and its
materiality and privacy or confidentiality analyses. Upon evaluation of
the registrant's supplemental materials, the Commission or its staff
may require the registrant to amend its filing to include in the
exhibit any previously redacted information that is not adequately
supported by the registrant's analyses. The registrant may request
confidential treatment of the supplemental material submitted under
this instruction

pursuant to Rule 83 (Sec.  200.83 of this chapter) while it is in the
possession of the Commission or its staff. After completing its review
of the supplemental information, the Commission or its staff will
return or destroy it if the registrant complies with the procedures
outlined in Rules 418 or 12b-4 (Sec.  230.418 or 240.12b-4 of this
chapter).
* * * * *

PART 270--RULES AND REGULATIONS, INVESTMENT COMPANY ACT OF 1940

0
33. The authority citation for part 270 continues to read as follows:

    Authority:  15 U.S.C. 80a-1 et seq., 80a-34(d), 80a-37, 80a-39,
and Pub. L. 111-203, sec. 939A, 124 Stat. 1376 (2020), unless
otherwise noted;
* * * * *
0
34. Add Sec.  270.3a-9 to read as follows:

Sec.  270.3a-9  Crowdfunding vehicle.

    (a) Notwithstanding section 3(a) of the Act, a crowdfunding vehicle
will be deemed not to be an investment company if the vehicle:
    (1) Is organized and operated for the sole purpose of acquiring,
holding, and disposing of securities issued by a single crowdfunding
issuer and raising capital in one or more offerings made in compliance
with Regulation Crowdfunding;
    (2) Does not borrow money and uses the proceeds from the sale of
its securities solely to purchase a single class of securities of a
single crowdfunding issuer;
    (3) Issues only one class of securities in one or more offerings
under Regulation Crowdfunding in which the crowdfunding vehicle and the
crowdfunding issuer are deemed to be co-issuers under the Securities
Act (15 U.S.C. 77a et seq.);
    (4) Receives a written undertaking from the crowdfunding issuer to
fund or reimburse the expenses associated with its formation,
operation, or winding up, receives no other compensation, and any
compensation paid to any person operating the vehicle is paid solely by
the crowdfunding issuer;
    (5) Maintains the same fiscal year-end as the crowdfunding issuer;
    (6) Maintains a one-to-one relationship between the number,
denomination, type and rights of crowdfunding issuer securities it owns
and the number, denomination, type and rights of its securities
outstanding;
    (7) Seeks instructions from the holders of its securities with
regard to:
    (i) The voting of the crowdfunding issuer securities it holds and
votes the crowdfunding issuer securities only in accordance with such
instructions; and
    (ii) Participating in tender or exchange offers or similar
transactions conducted by the crowdfunding issuer and participates in
such transactions only in accordance with such instructions;
    (8) Receives, from the crowdfunding issuer, all disclosures and
other information required under Regulation Crowdfunding and the
crowdfunding vehicle promptly provides such disclosures and other
information to the investors and potential investors in the
crowdfunding vehicle's securities and to the relevant intermediary; and
    (9) Provides to each investor the right to direct the crowdfunding
vehicle to assert the rights under state and federal law that the
investor would have if he or she had invested directly in the
crowdfunding issuer and provides to each investor any information that
it receives from the crowdfunding issuer as a shareholder of record of
the crowdfunding issuer.
    (b) For purposes of this section:
    (1) Crowdfunding issuer means a company that seeks to raise capital
as a co-issuer in an offering by a crowdfunding vehicle that complies
with all of the requirements under Section 4(a)(6) of the Securities
Act (15 U.S.C. 77d(a)(6)) and Regulation Crowdfunding.
    (2) Crowdfunding vehicle means an issuer formed by or on behalf of
a crowdfunding issuer for the purpose of conducting an offering under
section 4(a)(6) of the Securities Act (15 U.S.C. 77d(a)(6)) as a co-
issuer with the crowdfunding issuer, which offering is controlled by
the crowdfunding issuer.
    (3) Regulation Crowdfunding means the regulations set forth in 17
CFR 227.100 through 227.503.

PART 274--FORMS PRESCRIBED UNDER THE INVESTMENT COMPANY ACT OF 1940

0
35. The authority citation for part 274 continues to read, in part, as
follows:

    Authority:  15 U.S.C. 77f, 77g, 77h, 77j, 77s, 78c(b), 78l, 78m,
78n, 78o(d), 80a-8, 80a 24, 80a-26, 80a-29, and Pub. L. 111-203,
sec. 939A, 124 Stat. 1376 (2010), unless otherwise noted.
* * * * *
0
36. Amend Form N-5 (referenced in Sec. Sec.  239.24 of this chapter and
274.5) by revising Instruction 3 in ``Instructions as to Exhibits'' to
read as follows:

    Note:  The text of Form N-5 does not, and this amendment will
not, appear in the Code of Federal Regulations.

Form N-5

Registration Statement of Small Business Investment Company Under the
Securities Act of 1933 and the Investment Company Act of 1940*

* * * * *

Instructions as to Exhibits

* * * * *
    Instructions:
* * * * *
    3. The registrant may redact specific provisions or terms of
exhibits required to be filed by paragraph 9 of this Item if the
registrant customarily and actually treats that information as private
or confidential and if the omitted information is not material. If it
does so, the registrant should mark the exhibit index to indicate that
portions of the exhibit have been omitted and include a prominent
statement on the first page of the redacted exhibit that certain
identified information has been excluded from the exhibit because it is
both not material and the type that the registrant treats as private or
confidential. The registrant also must include brackets indicating
where the information is omitted from the filed version of the exhibit.
If requested by the Commission or its staff, the registrant must
promptly provide on a supplemental basis an unredacted copy of the
exhibit and its materiality and privacy or confidentiality analyses.
Upon evaluation of the registrant's supplemental materials, the
Commission or its staff may require the registrant to amend its filing
to include in the exhibit any previously redacted information that is
not adequately supported by the registrant's analyses. The registrant
may request confidential treatment of the supplemental material
submitted under this Instruction 3 pursuant to Rule 83 of the
Commission's Organizational Rules [17 CFR 200.83] while it is in the
possession of the Commission or its staff. After completing its review
of the supplemental information, the Commission or its staff will
return or destroy it, if the registrant complies with the procedures
outlined in Rule 418 under the Securities Act of 1933 [17 CFR 230.418].
* * * * *
0
37. Amend Form N-1A (referenced in Sec. Sec.  239.15A of this chapter
and 274.11A) by:
0
a. Amending the last sentence of Instruction 2 to Item 28 by replacing
``registrant'' with ``Registrant'';
0
b. Amending Instruction 3 to Item 28 by replacing ``registrant'' with
``Registrant''; and

0
c. Revising Instruction 4 to Item 28. The revisions read as follows:

    Note:  The text of Form N-1A does not, and this amendment will
not, appear in the Code of Federal Regulations.

Form N-1A

* * * * *

Item 28. Exhibits

* * * * *
Instructions
* * * * *
    4. The Registrant may redact specific provisions or terms of
exhibits required to be filed by paragraph (h) of this Item if the
Registrant customarily and actually treats that information as private
or confidential and if the omitted information is not material. If it
does so, the Registrant should mark the exhibit index to indicate that
portions of the exhibit have been omitted and include a prominent
statement on the first page of the redacted exhibit that certain
identified information has been excluded from the exhibit because it is
both not material and the type that the Registrant treats as private or
confidential. The Registrant also must include brackets indicating
where the information is omitted from the filed version of the exhibit.
If requested by the Commission or its staff, the Registrant must
promptly provide on a supplemental basis an unredacted copy of the
exhibit and its materiality and privacy or confidentiality analyses.
Upon evaluation of the Registrant's supplemental materials, the
Commission or its staff may require the registrant to amend its filing
to include in the exhibit any previously redacted information that is
not adequately supported by the Registrant's analyses. The Registrant
may request confidential treatment of the supplemental material
submitted under this Instruction 4 pursuant to Rule 83 of the
Commission's Organizational Rules [17 CFR 200.83] while it is in the
possession of the Commission or its staff. After completing its review
of the supplemental information, the Commission or its staff will
return or destroy it, if the Registrant complies with the procedures
outlined in rule 418 under the Securities Act [17 CFR 230.418].
* * * * *
0
38. Amend Form N-2 (referenced in Sec. Sec.  239.14 of this chapter and
274.11a-1) by:
0
a. Amending the last sentence of Instruction 4 to Item 25.2 by
replacing ``registrant'' with ``Registrant'';
0
b. Amending Instruction 5 to Item 25.2 by replacing ``registrant'' with
``Registrant''; and
0
c. Revising Instruction 6 to Item 25.2.
    The revisions read as follows:

    Note:  The text of Form N-2 does not, and this amendment will
not, appear in the Code of Federal Regulations.

Form N-2

* * * * *

Item 25. Financial Statements and Exhibits

* * * * *
    2. Exhibits:
* * * * *
Instructions
* * * * *
    6. The Registrant may redact specific provisions or terms of
exhibits required to be filed by paragraph k. of this Item if the
Registrant customarily and actually treats that information as private
or confidential and if the omitted information is not material. If it
does so, the Registrant should mark the exhibit index to indicate that
portions of the exhibit have been omitted and include a prominent
statement on the first page of the redacted exhibit that certain
identified information has been excluded from the exhibit because it is
both not material and the type that the Registrant treats as private or
confidential. The Registrant also must include brackets indicating
where the information is omitted from the filed version of the exhibit.
If requested by the Commission or its staff, the Registrant must
promptly provide on a supplemental basis an unredacted copy of the
exhibit and its materiality and privacy or confidentiality analyses.
Upon evaluation of the Registrant's supplemental materials, the
Commission or its staff may require the Registrant to amend its filing
to include in the exhibit any previously redacted information that is
not adequately supported by the Registrant's analyses. The Registrant
may request confidential treatment of the supplemental material
submitted under this Instruction 6 pursuant to Rule 83 of the
Commission's Organizational Rules [17 CFR 200.83] while it is in the
possession of the Commission or its staff. After completing its review
of the supplemental information, the Commission or its staff will
return or destroy it, if the Registrant complies with the procedures
outlined in Rule 418 under the Securities Act [17 CFR 230.418].
* * * * *
0
39. Amend Form N-3 (referenced in Sec. Sec.  239.17a of this chapter
and 274.11b) by revising Instruction 5 to Item 29(b) to read as
follows:

    Note:  The text of Form N-3 does not, and this amendment will
not, appear in the Code of Federal Regulations.

Form N-3

* * * * *

Item 29. Financial Statements and Exhibits

* * * * *
    (b) Exhibits:
* * * * *
Instructions
* * * * *
    5. The Registrant may redact specific provisions or terms of
exhibits required to be filed by paragraphs (9) and (11) of this Item
if the Registrant customarily and actually treats that information as
private or confidential and if the omitted information is not material.
If it does so, the Registrant should mark the exhibit index to indicate
that portions of the exhibit have been omitted and include a prominent
statement on the first page of the redacted exhibit that certain
identified information has been excluded from the exhibit because it is
both not material and the type that the Registrant treats as private or
confidential. The Registrant also must include brackets indicating
where the information is omitted from the filed version of the exhibit.
If requested by the Commission or its staff, the Registrant must
promptly provide on a supplemental basis an unredacted copy of the
exhibit and its materiality and privacy or confidentiality analyses.
Upon evaluation of the Registrant's supplemental materials, the
Commission or its staff may require the Registrant to amend its filing
to include in the exhibit any previously redacted information that is
not adequately supported by the Registrant's analyses. The Registrant
may request confidential treatment of the supplemental material
submitted under this Instruction 5 pursuant to Rule 83 of the
Commission's Organizational Rules [17 CFR 200.83] while it is in the
possession of the Commission or its staff. After completing its review
of the supplemental information, the Commission or its staff will
return or destroy it, if the Registrant complies with the procedures
outlined in Rule 418 under the Securities Act [17 CFR 230.418].
* * * * *
0
40. Amend Form N-4 (referenced in Sec. Sec.  239.17b of this chapter
and 274.11c)

by revising Instruction 5 to Item 24(b) to read as follows:

    Note:  The text of Form N-4 does not, and this amendment will
not, appear in the Code of Federal Regulations.

Form N-4

* * * * *

Item 24. Financial Statements and Exhibits

* * * * *
    (b) Exhibits:
* * * * *
    Instructions
* * * * *
    5. The Registrant may redact specific provisions or terms of
exhibits required to be filed by paragraphs (7) and (8) of this Item if
the Registrant customarily and actually treats that information as
private or confidential and if the omitted information is not material.
If it does so, the Registrant should mark the exhibit index to indicate
that portions of the exhibit or exhibits have been omitted and include
a prominent statement on the first page of the redacted exhibit that
certain identified information has been excluded from the exhibit
because it is both not material and the type that the Registrant treats
as private or confidential. The Registrant also must include brackets
indicating where the information is omitted from the filed version of
the exhibit. If requested by the Commission or its staff, the
Registrant must promptly provide on a supplemental basis an unredacted
copy of the exhibit and its materiality and privacy or confidentiality
analyses. Upon evaluation of the Registrant's supplemental materials,
the Commission or its staff may require the Registrant to amend its
filing to include in the exhibit any previously redacted information
that is not adequately supported by the Registrant's analyses. The
Registrant may request confidential treatment of the supplemental
material submitted under this Instruction 5 pursuant to Rule 83 of the
Commission's Organizational Rules [17 CFR 200.83] while it is in the
possession of the Commission or its staff. After completing its review
of the supplemental information, the Commission or its staff will
return or destroy it, if the Registrant complies with the procedures
outlined in Rule 418 under the Securities Act [17 CFR 230.418].
* * * * *
0
41. Amend Form N-6 (referenced in Sec. Sec.  239.17c of this chapter
and 274.11d) by revising Instruction 3 to Item 26 to read as follows:

    Note:  The text of Form N-6 does not, and this amendment will
not, appear in the Code of Federal Regulations.

Form N-6

* * * * *

Item 26. Exhibits

* * * * *
    Instructions:
* * * * *
    3. The Registrant may redact specific provisions or terms of
exhibits required to be filed by paragraphs (g) and (j) of this Item if
the Registrant customarily and actually treats that information as
private. If it does so, the Registrant should mark the exhibit index to
indicate that portions of the exhibit have been omitted and include a
prominent statement on the first page of the redacted exhibit that
certain identified information has been excluded from the exhibit
because it is both not material and the type that the Registrant treats
as private or confidential. The Registrant also must include brackets
indicating where the information is omitted from the filed version of
the exhibit. If requested by the Commission or its staff, the
Registrant must promptly provide on a supplemental basis an unredacted
copy of the exhibit and its materiality and privacy or confidentiality
analyses. Upon evaluation of the Registrant's supplemental materials,
the Commission or its staff may require the Registrant to amend its
filing to include in the exhibit any previously redacted information
that is not adequately supported by the Registrant's analyses. The
Registrant may request confidential treatment of the supplemental
material submitted under this Instruction 3 pursuant to rule 83 of the
Commission's Organizational Rules [17 CFR 200.83] while it is in the
possession of the Commission or its staff. After completing its review
of the supplemental information, the Commission or its staff will
return or destroy it, if the Registrant complies with the procedures
outlined in rule 418 under the Securities Act [17 CFR 230.418].
* * * * *
0
42. Amend Form N-8B-2 (referenced in Sec.  274.12) by revising
Instruction 3 to ``IX Exhibits'' to read as follows:

    Note:  The text of Form N-8B-2 does not, and this amendment will
not, appear in the Code of Federal Regulations.

Form N-8B-2

Registration Statement of Unit Investment Trusts Which Are Currently
Issuing Securities

* * * * *

IX

EXHIBITS

* * * * *
    Instructions:
* * * * *
    3. The registrant may redact specific provisions or terms of
exhibits required to be filed by A(9) if the registrant customarily and
actually treats that information as private. If it does so, the
registrant should mark the exhibit index to indicate that portions of
the exhibit have been omitted and include a prominent statement on the
first page of the redacted exhibit that certain identified information
has been excluded from the exhibit because it is both not material and
the type that the registrant treats as private or confidential. The
registrant also must include brackets indicating where the information
is omitted from the filed version of the exhibit. If requested by the
Commission or its staff, the registrant must promptly provide on a
supplemental basis an unredacted copy of the exhibit and its
materiality and privacy or confidentiality analyses. Upon evaluation of
the registrant's supplemental materials, the Commission or its staff
may require the registrant to amend its filing to include in the
exhibit any previously redacted information that is not adequately
supported by the registrant's analyses. The registrant may request
confidential treatment of the supplemental material submitted under
this Instruction 3 pursuant to rule 83 of the Commission's
Organizational Rules [17 CFR 200.83] while it is in the possession of
the Commission or its staff. After completing its review of the
supplemental information, the Commission or its staff will return or
destroy it, if the registrant complies with the procedures outlined in
rule 418 under the Securities Act [17 CFR 230.418].
* * * * *

    By the Commission.

    Dated: March 4, 2020.
Eduardo A. Aleman,
Deputy Secretary.
[FR Doc. 2020-04799 Filed 3-30-20; 8:45 am]
BILLING CODE 8011-01-P