[Federal Register Volume 65, Number 101 (Wednesday, May 24, 2000)]
[Notices]
[Pages 33594-33598]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 00-13066]



[[Page 33594]]

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SECURITIES AND EXCHANGE COMMISSION

[Investment Company Act Release No. 24457; 813-170]


Bain Capital, Inc. and BCIP Associates II; Notice of Application

May 17, 2000.
AGENCY: Securities and Exchange Commission (``SEC'').

ACTION: Notice of application for an order under sections 6(b) and 6(e) 
of the Investment Company Act of 1940 (``Act'') granting an exemption 
from all provisions of the Act except section 9, sections 17 (other 
than certain provisions of paragraphs (a), (d), (f), (g), and (j)) and 
30 (other than certain provisions of paragraphs (a), (b), (e), and 
(h)), sections 36 through 53, and the rules and regulations under the 
Act.

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SUMMARY OF APPLICATION: Applicants Bain Capital, Inc. (``Bain 
Capital'') and BCIP Associates II (the ``Initial Investment Entity'') 
request an exemption from various provisions of the Act for an 
``employees' securities company'' within the meaning of section 
2(a)(13) of the Act.
    Filing Dates: The application was filed on May 29, 1997, and 
amended on May 12, 2000.
    Hearing or Notification of Hearing: An order granting the 
application will be issued unless the SEC orders a hearing. Interested 
persons may request a hearing by writing to the SEC's Secretary and 
serving applicants with a copy of the request, personally or by mail. 
Hearing requests should be received by the SEC by 5:30 p.m. on June 12, 
2000, and should be accompanied by proof of service on applicant, in 
the form of an affidavit or, for lawyers, a certificate of service. 
Hearing requests should state the nature of the writer's interest, the 
reason for the request, and the issues contested. Persons may request 
notification of a hearing by writing to the SEC's Secretary.

ADDRESSES:

Secretary, SEC, 450 Fifth Street NW, Washington, DC 20549-0609.
Applicants, Two Copley Place, Boston, Massachusetts 02116.

FOR FURTHER INFORMATION CONTACT: Mary Kay Frech, Branch Chief, at (202) 
942-0564 (Division of Investment Management, Office of Investment 
Company Regulation).

SUPPLEMENTARY INFORMATION: The following is a summary of the 
application. The complete application may be obtained for a fee by 
writing the SEC's Public Reference Branch at 450 Fifth Street NW, 
Washington, DC 20549-0102, or by telephone at (202) 942-8090.

Applicants' Representations

    1. Bain Capital, A Delaware corporation, is a private equity 
investment firm. It manages private investment funds (the ``Bain 
Funds'') which are exempt from registration under the Act in reliance 
on sections 3(c)(1) and 3(c)(7) of the Act. Bain Capital is exempt from 
registration as an investment adviser under the Investment Advisers Act 
of 1940 (``Advisers Act'') in reliance upon section 203(b)(3) of the 
Advisers Act.
    2. Applicants propose to offer various investment programs 
(``Investment Entities'') to Eligible Investors (as defined below) of 
Bain Capital and Bain Capital Holdings, LLC, a limited liability 
company which is being organized to carry on the business activities of 
Bain Capital and will be owned by key employees of Bain Capital 
(together with Bain Capital, the ``Company'').
    The Initial Investment Entity has been established to enable 
Eligible Investors to participate in co-investment opportunities with 
the Bain Funds. The Initial Investment Entity is structured as a 
general partnership formed as an ``employees' securities company'' 
within the meaning of section 2(a)(13) of the Act, and will operate as 
a closed-end, non-diversified, management investment company.
    A subsequent Investment Entity may be structured as a general 
partnership or as a domestic or offshore limited partnership, limited 
liability company, or corporation. The Investment Entities are 
established to reward and retain Eligible Employees (as defined below) 
and to attract highly qualified personnel to the Company. No Eligible 
Employee will be required to invest in any Investment Entity.
    3. The Company will act as the managing partner (``Managing 
Partner'') of the Initial Investment Entity. The Managing Partner of 
subsequent Investment Entities will be the Company, a successor entity, 
(i.e., an entity or entities that result from a reorganization into 
another jurisdiction or a change in the type of business organization 
of the Company) or an affiliated person (as defined in section 
2(a)(3)(C) of the Act) of the Company (``Control Affiliate''). A person 
serving as an investment adviser to an Investment Entity will be 
registered as an investment adviser under the Advisers Act, if required 
under applicable law.
    4. No fee will be charged to an Investment Entity by the Managing 
Partner and no compensation will be paid by an Investment Entity or its 
Partners to the Managing Partner for its services in such capacity. No 
Investment Entity will be charged management fees by the Company, or 
any of its affiliates. The Managing Partner may require an Investment 
Entity to reimburse it for direct costs of disbursements and expenses 
that it incurs on behalf of such Investment Entity.
    5. Interests in the Investment Entities (``Interests'') will be 
offered without registration in reliance on section 4(2) of the 
Securities Act of 1993 (the ``1933 Act'') or Regulation D under the 
1933 Act and will be sold without a sales charge. Interests will be 
sold solely to ``Eligible Investors.''
    Eligible Investors will consist of: (a) Eligible Employees (as 
defined below); (b) trusts and other investments vehicles of which the 
trustees, grantors and/or beneficiaries are Eligible Employees or of 
which the beneficiaries are immediate family members (spouses, parents, 
children, spouses of children, brothers, sisters, and grandchildren) of 
Eligible Employees and charitable organizations, including self-
directed retirement plan vehicles (including individual retirement 
accounts); (c) partnerships, corporations or other entities all of the 
voting power of which is controlled by Eligible Employees; and (d) the 
Company.
    Prior to offering interests in an Investment Entity to an Eligible 
Employee, the Managing Partner must reasonably believe that the 
Eligible Employee will be a sophisticated investor capable of 
understanding and evaluating the risks of participating in the 
Investment Entity without the benefit of regulatory safeguards. 
Eligible Employees will be experienced professionals in the leveraged 
buy out, venture capital, investment banking or management consulting 
business, or in related administrative, financial, accounting or 
operational activities.
    6. An ``Eligible Employee'' is an individual who at the time of an 
offer for an Interest in an Investment Entity is:
    (a) A professional or key administrative employee of the Company or 
a Control Affiliate, or a former professional employee of the Company 
or a Control Affiliate, and is an accredited investor meeting the 
income requirements set forth in rule 501(a)(6) of Regulation D under 
the 1933 Act; or
    (b) an employee of the Company or a Control Affiliate who: (i) Will 
be

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involved in managing the finances or the day-to-day affairs of the 
Investment Entities or in locating, structuring or administering the 
investments made by the Investment Entities; (ii) has an individual 
rate of annual compensation from all sources of at least $120,000, 
(iii) has a reasonable expectation of having the same rate of annual 
compensation in each of the two immediately succeeding years; and (iv) 
has such knowledge and experience in financial and business matters 
that he will be capable of evaluating the merits and risks of the 
proposed investments. A maximum of 35 persons who do not meet the 
income requirements of Regulation D under the 1933 Act at the time an 
offer for an Interest is made will be admitted to any Investment 
Entity.
    7. Before participating in an Investment Entity, Eligible Employees 
will be provided with a copy of the organizational documents of the 
Investment Entity, which will set forth the specific investment 
objectives and strategies of the Investment Entity, and a description 
of the relevant risks associated with an investment in an Investment 
Entity.
    8. Each Investment Entity will send the Eligible Investors that 
participate in the Investment Entity (``Partners'') an annual repot 
regarding its operations which will contain unaudited financial 
statements. Within 90 days after the end of each fiscal year, or as 
soon as practicable thereafter, each Investment Entity will transmit to 
each Partner a report indicating its Share of the income or losses of 
the Investment Entity for federal income tax purposes for the fiscal 
year most recently ended.
    9. An Investment Entity will maintain a separate class of capital 
accounts for Partners who are participating in a particular investment 
(the ``Participating Partners''). Capital contributions made to an 
Investment Entity by or on behalf of Participating Partners will be 
allocated pro-rata to the capital sub-accounts relating to a particular 
investment for such Participating Partners. Partners who do not 
participate in a particular investment will have no interest in, or 
capital sub-account with respect to, such investment. A Partner's 
percentage share will differ from one sub-account to another, such that 
each Partner's proportionate mix of investments is likely to differ 
from each other Partner's and from an Investment Entity's aggregate 
investments.
    10. In addition to co-investment opportunities with the Bain Funds, 
the Managing Partner of the Initial Investment Entity may make other 
investment opportunities not related to Bain Fund investments available 
to one or more Partners who are Eligible Investors and in the case of 
any follow-on investment in a portfolio company, the Managing Partner 
may also, in its discretion, make such opportunity available to 
Partners who participated in earlier investments by the Initial 
Investment Entity in such portfolio company.
    11. Partners will not be entitled to redeem their interest in the 
Initial Investment Entity. A Partner will be permitted to transfer its 
interest only with the express consent of the Managing Partner and only 
to an Eligible Investor. Upon a Partner's death, the Partner's estate 
will be substituted as a Partner.
    12. The Managing Partner may require a Partner to withdraw from an 
Investment Entity if: (a) The Partner is no longer deemed to be able to 
bear to economic risk of investment in an Investment Entity; (b) an 
Investment Entity may suffer adverse tax consequences if a particular 
Partner were to remain; (c) the continued participation of the Partner 
would violate applicable law or regulations; or (d) the Managing 
Partner; in its sole discretion, deems such withdrawal to be in the 
best interest of the Investment Entity and any of its affiliated 
persons (as defined in section 2(a)(3)(C) of the Act).
    If a Partner is required to withdraw, an Investment Entity may, in 
its sole discretion, require the Partner to sell its Interest in the 
Investment Entity. The purchase price for the sale of a withdrawing 
Partner's Interest would be equal to the Partner's capital account for 
the Investment as of the date the Partner is requested to withdraw 
determined as if the capital account were credited or charged with the 
income, realized and unrealized gains, expenses, and realized and 
unrealized losses attributable to the investment as determined by the 
Managing Partner.
    13. An Investment Entity will not acquire any security issued by a 
registered investment company if, immediately after such acquisition, 
the Investment Entity would own more than 3% of the outstanding voting 
stock of the registered investment company.
    14. Each Investment Entity may invest in investment opportunities 
offered to or by, or that come to the attention of, the Company, 
including opportunities in which the Company, its affiliates and/or its 
employees (including Partners of the Investment Entities) may invest 
for their own respective accounts. The Investment Entities may also 
sell securities to, or buy securities from, the Company, its 
affiliates, or its employees and may distribute securities in-kind to 
Partners. The Company may perform services for entities in which an 
Investment Entity invests and may be paid by such entities for such 
services and for related disbursements and charges.

Applicant's Legal Analysis

    1. Section 6(b) of the Act provides, in part, that the SEC will 
exempt employees' securities companies from the provisions of the Act 
to the extent that such exemption is consistent with the protection of 
investors. Section 6(b) provides that the SEC will consider, in 
determining which provisions of the Act from which the company should 
be exempt, the company's form of organization and capital structure, 
the persons owning and controlling its securities, the price of the 
company's securities and the amount of any sales load, how the 
company's funds are invested, and the relationship between the company 
and the issuers of the securities in which it invests.
    Section 2(a)(13) of the Act defines an employees' security company, 
in relevant part, as any investment company all of whose outstanding 
securities are beneficially owned: (a) By current or former employees, 
or persons on retainer, of one or more affiliated employers; (b) by 
immediate family members of such employees; or (c) by such employer or 
employers together with any of the persons in (a) or (b).
    2. Section 7 of the Act generally prohibits investment companies 
that are not registered under section 8 of the Act from selling or 
redeeming their securities. Section 6(e) of the Act provides that, in 
connection with any order exempting an investment company from any 
provision of section 7, certain provisions of the Act, as specified by 
the SEC, will be applicable to the company and other persons dealing 
with the company as though such company were registered under the Act.
    Applicants request an order under sections 6(b) and 6(e) of the Act 
exempting them from all provisions of the Act, except section 9, 
sections 17 (other than certain provisions of paragraphs (a), (d), (f), 
(g), and (j)), and 30 (other than certain provisions of paragraphs (a), 
(b), (e), and (h)), and sections 36 through 53, and the rules and 
regulations under the Act.
    3. Section 17(a) generally prohibits any affiliated person (as 
defined in section 2(a)(3) of the Act) of a registered investment 
company, or any affiliated person of such person, acting as principal, 
from knowingly selling or

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purchasing any security or other property to or from the company.
    Applicants request an exemption from section 17(a) to permit:
    (a) The Company and Control Affiliates, acting as principal, to 
engage in any transaction directly or indirectly with any Investment 
Entity or any entity controlled by an Investment Entity;
    (b) Any Investment Entity to invest in or engage in any transaction 
with any entity, acting a principal: (i) in which an Investment Entity, 
and entity controlled by an Investment Entity, the Company or Control 
Affiliate has invested or will invest; or (ii) with which an Investment 
Entity, any entity controlled by an Investment Entity, the Company or 
any Control Affiliate is or will become otherwise affiliated; and
    (c) A partner or other investor of an investment vehicle for 
investors who are not affiliated with the Company, over which the 
Company or a Control Affiliate exercises investment discretion, and any 
affiliate of that partner or investor (collectively, ``Third Party 
Investors''), acting as principal, to engage in any transaction 
directly or indirectly with an Investment Entity or any entity 
controlled by an Investment Entity.
    4. Applicants state that an exemption from section 17(a) is 
consistent with the protection of investors. Applicants assert that, 
prior to investing, Eligible Employees will be provided with a copy of 
the organizational documents of an Investment Entity, which will set 
forth its specific investment objectives and strategies. Applicants 
believe that the Eligible Employees will be able to understand and 
evaluate the risks associated with participation in an Investment 
Entity. Applicants assert that the community of interest among the 
Partners and the Company will reduce the risk of abuse in such 
transactions. Applicants also acknowledge that any transaction subject 
to section 17(a) for which exemptive relief has not been requested 
would require specific approval from the SEC.
    5. Section 17(d) of the Act and rule 17d-1 under the Act prohibit 
any affiliated person or principal underwriter of a registered 
investment company, or any affiliated person of an affiliated person or 
principal underwriter, acting as principal, from participating in any 
joint arrangement with the company unless authorized by order of the 
SEC.
    Applicants request relief to permit an Investment Entity to 
participate in joint transactions involving:
    (a) An investment in a security: (i) in which the Bain Funds, the 
Company, another Investment Entity or an affiliated person of any of 
the Bain Funds, the Company or an Investment Entity, or a transferee of 
one of these, is a participant or becomes a participant; or (ii) with 
respect to which the Company or any affiliated person thereof is 
entitled to receive fees or compensation of any kind, including, but 
not limited to, transaction fees, consulting fees, management fees or 
other economic benefits or interests; and
    (b) Any investment vehicle sponsored, offered or managed by the 
Company, another Investment Entity or any affiliated person of the 
Company or an Investment Entity.
    6. Applicants assert that the flexibility to structure co- and 
joint investments in the manner described in the application will not 
involve abuses of the type section 17(d) an rule 17d-1 were designed to 
prevent. Applicants state that, because attractive investment 
opportunities of the types considered by the Investment Entities often 
require that each participant make available funds in an amount that 
may be substantially greater than that available to an Investment 
Entity alone, there may be certain attractive opportunities of which an 
Investment Entity may be unable to take advantage except as a co-
participant with other persons, including affiliated persons.
    Applicants state also that, in light of the Company's purpose of 
establishing the Investment Entities to reward Eligible Investors and 
to attract highly-qualified personnel to the Company, the possibility 
is minimal that an affiliated-party investor will enter into a 
transaction with an Investment Entity with the intent of disadvantaging 
the Investment Entity. Applicants assert that strict compliance with 
section 17(d) could cause an Investment Entity to forgo investment 
opportunities simply because a Partner, the Company, or another 
affiliated person of the Investment Entity also had or was making such 
investment and would prevent the Investment Entity from achieving its 
primary investment purpose of investing alongside the Bain Funds.
    7. Section 17(f) of the Act designates the entities that may act as 
investment company custodians, and rule 17f-2 specifies the 
requirements for a registered management investment company to maintain 
custody of its investments.
    Applicants request an exemption from the requirements of section 
17(f) of the Act and rule 17f-2 under the Act to permit the following 
exceptions from the requirements of rule 17f-2:
    (a) Compliance with paragraph (b) of the rule may be achieved 
through safekeeping in the locked files of the Company or of a partner 
of the Company;
    (b) For purposes of paragraph (d) of the rule: (i) employees of the 
Company will be deemed employees of the Investment Entities, (ii) 
officers of the Managing Partner of an Investment Entity will be deemed 
to be officers of such Investment Entity, (iii) the Managing Partner of 
an Investment Entity will be deemed to be the board of directors of 
such Investment Entity; and
    (c) In place of the verification procedure under paragraph (f) of 
the rule, verification will be effected quarterly by two employees of 
the Company. Applicants submit that, because may of the Investment 
Entities' investments will be evidenced only by partnership agreements 
or similar documents, rather than by negotiable certificates which 
could be misappropriated, such instruments are most suitably kept in 
the Company's files where they can be referred to as necessary. 
Applicants also state that each Investment Entity comply with all other 
requirements of rule 17f-2.
    8. Section 17(g) of the Act and rule 17g-1 under the Act generally 
require the bonding of officers and employees of a registered 
investment company who have access to its securities or funds. Rule 
17g-1 requires that a majority of directors who are not interested 
persons take certain actions and give certain approvals relating to 
fidelity bonding.
    Applicants state that it is likely that all members of the board of 
directors of the Managing Partners (``Board Members'') would be 
considered interested persons of the Investment Entities. Applicants 
request exemptive relief to permit a majority of the Board Members, 
regardless of whether they are interested persons, to take certain 
actions and make certain approvals concerning bonding required by rule 
17g-1.
    Applicants state that the Investment Entities could not comply with 
rule 17g-1 without the requested relief. Applicants also state that 
each Investment Entity will comply with all other requirements of rule 
17g-1.
    9. Section 17(j) and rule 17j-1(b) make it unlawful for certain 
persons to engage in fraudulent or deceptive practices in connection 
with the purchase or sale of a security held or to be acquired by a 
registered investment company. Rule 17j-1 also requires that every 
registered investment company adopt a written code of ethics and that 
every access person of a registered

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investment company report personal securities transactions. Applicants 
request an exemption from the requirements of rule 17j-1 under the Act, 
with the exception of the anti-fraud provisions of paragraph (b), 
because they would be unnecessary and burdensome in the case of the 
Investment Entities.
    10. Applicants request an exemption from the requirements in 
sections 30(a), 30(b), and 30(e), and the rules under those sections, 
that registered investment companies prepare and file with the SEC and 
mail to their shareholders certain periodic reports and financial 
statements. Applicants contend that the forms prescribed by the SEC for 
periodic reports have little relevance to the Investment Entities and 
would entail administrative and legal costs that outweigh any benefit 
to the Partners. Applicants request exemptive relief to the extent 
necessary to permit each Investment Entity to report annually to its 
Partners.
    Applicants also request an exemption from section 30(h) to the 
extent necessary to exempt the Managing Partner, Board Members and any 
other persons who may be deemed to be members of an advisory board of 
an Investment Entity from filing Forms 3, 4, and 5 under section 16(a) 
of the Securities Exchange Act of 1934 (the ``Exchange Act'') with 
respect to their ownership of Interests in the Investment Entities. 
Applicants assert that, because there will be no trading market and the 
transfers of Interests will be severely restricted, these filings are 
unnecessary for the protection of investors and burdensome to those 
required to make them.

Applicant's Conditions

    Applicants agree that any order granting the requested relief shall 
be subject to the following conditions:
    1. Each proposed transaction otherwise prohibited by section 17(a) 
or section 17(d) and rule 17d-1 (the ``Section 17 Transactions'') will 
be effected only if the Managing Partner determines that:
    (A) The terms of the Section 17 Transaction, including the 
consideration to be paid or received, are fair and reasonable to the 
affected Partners of the participating Investment Entity and do not 
involve overreaching of the Investment Entity or its Partners on the 
part of any person concerned; and
    (b) The Section 17 Transaction is consistent with the interests of 
the Partners of the participating Investment Entity, the Investment 
Entity organizational documents, and the Investment Entity's reports to 
its Partners.
    In addition, the Managing Partner will record and preserve a 
description of such section 17 Transactions, its findings, the 
information or materials upon which its findings are based and the 
basis therefor. All such records will be maintained for the life of an 
Investment Entity and at least two years thereafter, and will be 
subject to examination by the SEC and its staff. All such records will 
be maintained in an easily accessible place for at least the first two 
years.
    2. In any case where purchases or sales are made from or to an 
entity affiliated with an Investment Entity by reason of a 5% or more 
investment in such entity by a director, officer, or employee of the 
Managing Partner, such individual will not participate in the Managing 
Partner's determination of whether or not to make such investment 
available to the Partners of an Investment Entity.
    3. The Managing Partner will adopt, and periodically review and 
update, procedures designed to ensure that reasonable inquiry is made, 
prior to the consummation of any Section 17 Transaction, with respect 
to the possible involvement in the transaction of any affiliated person 
of the Investment Entities, or any affiliated person of such a person.
    4. The Managing Partner will not make available to the Partners of 
an Investment Entity any investment in which a Co-Investor, as defined 
below, has or proposes to acquire the same class of securities of the 
same issuer, where the investment involves a joint enterprise or other 
joint arrangement within the meaning of rule 17d-1 in which the 
Investment Entity and the Co-Investor are participants, unless any such 
Co-Investor, prior to disposing of all or part of its investment:
    (a) Gives the Managing Partner of the participating Investment 
Entity holding such investment sufficient, but not less than one day's, 
notice of its intent to dispose of its investment; and
    (b) Refrains from disposing of its investment unless the 
participating Investment Entity holding such investment has the 
opportunity to dispose of its investment prior to or concurrently with, 
on the same terms as, and on a pro rata basis with, the Co-Investor.
    The term ``Co-Investor'' means any person who is a: (a) An 
affiliated person of the Investment Entity who is under common control 
with the Investment Entity, or controlled by the Company; \1\ (b) the 
Company and any entities controlled by the Company; (c) a current or 
former managing director of the Company; (d) an investment vehicle 
offered, sponsored, or managed by the Company or an affiliated person 
of the Company; or (e) a company in which the Managing Partner acts as 
a general partner or in a similar capacity, or has a similar capacity 
to control the sale or disposition of the company's securities.
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    \1\ Such persons shall not include any parties who may be 
affiliated persons of the Investment Entity solely because they have 
co-invested in an investment vehicle or joint enterprise, where 
neither the Investment Entity nor the Company exercises control over 
such persons.
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    The restrictions contained in this condition, however, shall not be 
deemed to limit or prevent the disposition of an investment by a Co-
Investor:
    (a) To its direct or indirect wholly-owned subsidiary, to any 
Company (a ``parent'') of which the Co-investor is a direct or indirect 
wholly-owned subsidiary, or to a direct or indirect wholly-owned 
subsidiary of its parent;
    (b) to immediate family members (spouses, parents, children, 
spouses of children, brothers, sisters and grandchildren) of the Co-
investor or a trust established for any such family member;
    (c) When the investment is comprised of securities that are listed, 
on a national securities exchange registered under section 6 of the 
Exchange Act; or
    (d) When the investment is comprised of securities that are, 
national market system securities pursuant to section 11A(a)(2) of the 
Exchange Act and rule 11Aa2-1 thereunder.
    5. The Managing Partner of each Investment Entity will send to each 
Partner who had an interest in that Investment Entity at any time 
during the fiscal year then ended, Investment Entity financial 
statements. Such financial statements may be unaudited. In addition, 
within 90 days after the end of each fiscal year of each of the 
Investment Entities or as soon as practicable thereafter, the Managing 
Partner shall send a report to each person who was a partner at any 
time during the fiscal year then ended, setting forth such tax 
information as shall be necessary for the preparation by the Partner of 
his federal and state income tax returns and a report of the investment 
activities of the Investment Entity during such year.
    The Managing Partner will make a valuation or have a valuation made 
of all of the assets of the Investment Entities as of the end of each 
fiscal year in a manner consistent with the

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customary practice with respect to the valuation of assets of the kind 
held by the Investment Entities which may include, in the case of co-
investments with a Bain Fund, valuations provided by such Bain Fund.
    6. Each Investment Entity and its Managing Partner will maintain 
and preserve, for the life of each such Investment Entity and at least 
two years thereafter, such accounts, books, and other documents as 
constitute the record forming the basis for the financial statements 
and annual reports of such Investment Entity to be provided to its 
Partners, and agree that all such records will be subject to 
examination by the SEC and its staff. All such records will be 
maintained in an easily accessible place for at least the first two 
years.

    For the Commission, by the Division of Investment Management, 
under delegated authority.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 00-13066 Filed 5-24-00; 8:45 am]
BILLING CODE 8010-01-M