R 432.521d Exemption for institutional investors.

Rule 521d. (1) An institutional investor who acquires beneficial ownership of a licensee or applicant must notify the board within 14 days after the institutional investor acquires the beneficial ownership or files form 13-D or 13-G with the U.S. Securities and Exchange Commission, or both. The institutional investor must provide additional information and may be subject to a finding of suitability, as required by the board. (2) An institutional investor who acquires and holds for investment purposes only less than 25% interest in a licensee or applicant may, in a manner and form prescribed by the board, file with the board an exemption form to establish exemption from the eligibility and suitability requirements of the act and these rules. (3) The licensee or applicant in whom the institutional investor acquires the interest must file an application for approval of the transfer pursuant to the requirements of R 432.521e, if applicable. The institutional investor must file either an exemption form, if the institutional investor holds the interest for investment purposes only, or application and disclosure forms as part of the relevant licensee’s license or the relevant applicant’s application, if the institutional investor does not hold the interest for investment purposes only. (4) The board may require that any person, including an institutional investor, seeking approval to hold ownership interests subject to this part apply for a finding of suitability in accordance with this rule if the board deems the finding of suitability necessary to ensure compliance with the act and these rules. If the board denies a request for an institutional investor exemption, the institutional investor must, within 30 days, either divest itself of the interest or file application and disclosure forms as part of the relevant licensee’s license or the relevant applicant’s application. (5) The following activities are considered to be consistent with holding equity securities for investment purposes only under this rule: (a) Voting, directly or indirectly, through the delivery of a proxy furnished by the board of directors, on all matters voted on by the holders of the voting securities. (b) Serving as a member of a committee of creditors or security holders formed in connection with a debt restructuring. (c) Nominating a candidate for election or appointment to the board of directors in connection with a debt restructuring. (d) Accepting appointment or election as a member of the board of directors in connection with a debt restructuring and serving in that capacity until the conclusion of the board member's term. (e) Making financial and other inquiries of management of the type normally made by securities analysts for information purposes and not to cause a change in its management, policies, or operations. (f) Other activities that the board determines to be consistent with the investment intent. (6) If an institutional investor acquires 25% or more ownership interest of a licensee or applicant, the institutional investor must notify the board within 14 days after acquiring the ownership interest.