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Part 502

§ 502.5 Collateral agreement.

Collateral agreement means any contract, whether or not in writing, between a tribe (or any of 

its members, entities, or organizations) and a management contractor or subcontractor (or any 

person or entity related to a management contractor or subcontractor) or between a tribe (or any 

of its members, entities, or organizations) and any other third-party, that is related, either directly 

or indirectly, to a management contract, or to any rights, duties or obligations created between a 

tribe (or any of its members, entities, or organizations) and a management contractor or 

subcontractor (or any person or entity related to a management contractor or subcontractor).

§ 502.15 Management contract.

Management contract means any contract, subcontract, or collateral agreement between an 

Indian tribe and a contractor or between a contractor and a subcontractor if such contract or 

agreement provides for the management of all or part of a gaming operation.

* * *

Part 531

§ 531.1 Required provisions.

Management contracts shall conform to all of the requirements contained in this section in the 

manner indicated.

(a) Governmental authority. Provide that all gaming covered by the contract will be conducted in 

accordance with the Indian Gaming Regulatory Act (IGRA, or the Act) and governing tribal 

ordinance(s).

(b) Assignment of responsibilities. Enumerate the responsibilities of each of the parties for each 

identifiable function, including:

(1) Maintaining and improving the gaming facility;

(2) Providing operating capital;

(3) Establishing operating days and hours;

(4) Hiring, firing, training, and promoting employees;

(5) Maintaining the gaming operation's books and records;

(6) Preparing the gaming operation's financial statements and reports;

(7) Paying for the services of the independent auditor engaged pursuant to §571.12 of this 

chapter;
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(8) Hiring and supervising security personnel;

(9) Providing fire protection services;

(10) Setting advertising budget and placing advertising;

(11) Paying bills and expenses;

(12) Establishing and administering employment practices;

(13) Obtaining and maintaining insurance coverage, including coverage of public liability 

and property loss or damage;

(14) Complying with all applicable provisions of the Internal Revenue Code;

(15) Paying the cost of any increased public safety services; and

(16) If applicable, supplying the Commission with all information necessary for the 

Commission to comply with the regulations of the Commission issued pursuant to the 

National Environmental Policy Act (NEPA).

(c) Accounting. Provide for the establishment and maintenance of satisfactory accounting 

systems and procedures that shall, at a minimum:

(1) Include an adequate system of internal accounting controls;

(2) Permit the preparation of financial statements in accordance with generally accepted 

accounting principles;

(3) Be susceptible to audit;

(4) Allow a gaming operation, the tribe, and the Commission to calculate the annual fee 

under §514.1 of this chapter;

(5) Permit the calculation and payment of the manager's fee; and

(6) Provide for the allocation of operating expenses or overhead expenses among the 

tribe, the tribal gaming operation, the contractor, and any other user of shared facilities 

and services.

(d) Reporting. Require the management contractor to provide the tribal governing body not less 

frequently than monthly with verifiable financial reports or all information necessary to prepare 

such reports.

(e) Access. Require the management contractor to provide immediate access to the gaming 

operation, including its books and records, by appropriate tribal officials, who shall have:

(1) The right to verify the daily gross revenues and income from the gaming operation; 

and

(2) Access to any other gaming-related information the tribe deems appropriate.

(f) Guaranteed payment to tribe. Provide for a minimum guaranteed monthly payment to the 

tribe in a sum certain that has preference over the retirement of development and construction 

costs.

(g) Development and construction costs. Provide an agreed upon maximum dollar amount for the 

recoupment of development and construction costs.
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(h) Term limits. Be for a term not to exceed five (5) years, except that upon the request of a tribe, 

the Chairman may authorize a contract term that does not exceed seven (7) years if the Chairman 

is satisfied that the capital investment required, and the income projections, for the particular 

gaming operation require the additional time. The time period shall begin running no later than 

the date when the gaming activities authorized by an approved management contract begin and 

shall include any future amendments that affect the term of the relationship.

(i) Compensation. Detail the method of compensating and reimbursing the management 

contractor. If a management contract provides for a percentage fee, such fee shall be either:

(1) Not more than thirty (30) percent of the net revenues of the gaming operation if the 

Chairman determines that such percentage is reasonable considering the circumstances; 

or

(2) Not more than forty (40) percent of the net revenues if the Chairman is satisfied that 

the capital investment required and income projections for the gaming operation require 

the additional fee.

(j) Termination provisions. Provide the grounds and mechanisms for amending or terminating 

the contract (termination of the contract shall not require the approval of the Chairman).

(k) Dispute provisions. Contain a mechanism to resolve disputes between:

(1) The management contractor and customers, consistent with the procedures in a tribal 

ordinance;

(2) The management contractor and the tribe; and

(3) The management contractor and the gaming operation employees.

(l) Assignments and subcontracting. Indicate whether and to what extent contract assignments 

and subcontracting are permissible.

(m) Ownership interests. Indicate whether and to what extent changes in the ownership interest 

in the management contract require advance approval by the tribe.

(n) Effective date. State that the contract shall not be effective unless and until it is approved by 

the Chairman, date of signature of the parties notwithstanding.

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Part 533

§ 533.1 Requirement for review and approval.

Subject to the Chairman's approval, an Indian tribe may enter into a management contract, or an 

amendment thereof, for the operation of a class II or class III gaming activity.

(a) Such contract or any amendment of an approved contract shall become effective upon 

approval by the Chairman.
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(b) Contract approval shall be evidenced by a Commission document dated and signed by the 

Chairman. No other means of approval shall be valid.

§ 533.2 Time for submitting management contracts and amendments.

A tribe or a management contractor shall submit a management contract and all collateral 

agreements to the Chairman for review within sixty (60) days of execution by the parties. The 

Chairman shall notify the parties of their right to appeal the approval or disapproval of the 

management contract under part 583 of this chapter.

§ 533.3 Submission of management contract for approval.

A tribe shall include in any request for approval of a management contract under this part:

(a) A contract containing:

(1) Original signatures of an authorized official of the tribe and the management 

contractor and;

(2) A representation that the contract as submitted to the Chairman is the entirety of the 

agreement among the parties.

(b) A letter, signed by the tribal chairman, setting out the authority of an authorized tribal official 

to act for the tribe concerning the management contract.

(c) Copies of documents evidencing the authority under paragraph (b) of this section.

(d) Copies of all Collateral Agreements as defined § 502.5.

(e) A list of all persons and entities identified in §§537.1(a) and 537.1(c)(1) of this chapter, and 

either:

(1) The information required under §537.1(b)(1) of this chapter for class II gaming 

contracts and §537.1(b)(1)(i) of this chapter for class III gaming contracts; or

(2) The dates on which the information was previously submitted.

(f) (1) For new contracts and for new operations, a three (3)-year business plan which sets 

forth the parties' goals, objectives, budgets, financial plans, and related matters; or

(2) For new contracts for existing operations or new contracts for an existing 

management relationship, a three (3)-year business plan which sets forth the parties' 

goals, objectives, budgets, financial plans, and related matters, and income statements 

and sources and uses of funds statements for the previous three (3) years.

(g) If applicable, a justification, consistent with the provisions of §531.1(h) of this chapter, for a 

term limit in excess of five (5) years, but not exceeding seven (7) years.

(h) If applicable, a justification, consistent with the provisions of §531.1(i) of this chapter, for a 

fee in excess of thirty (30) percent, but not exceeding forty (40) percent.

(i) A legal description for the site on which the gaming operation to be managed is, or will be, 

located.
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§ 533.4 Action by the Chairman.

(a) The Chairman shall approve or disapprove a management contract, applying the standards 

contained in §533.6 of this part, within 180 days of the date on which the Chairman receives a 

complete submission under §533.3 of this part, unless the Chairman notifies the tribe and 

management contractor in writing of the need for an extension of up to ninety (90) days.

(b) A tribe may bring an action in a U.S. district court to compel action by the Chairman:

(1) After 180 days following the date on which the Chairman receives a complete 

submission if the Chairman does not approve or disapprove the contract under this part; 

or

(2) After 270 days following the Chairman's receipt of a complete submission if the 

Chairman has told the tribe and management contractor in writing of the need for an 

extension and has not approved or disapproved the contract under this part.

§ 533.5 [Reserved]

§ 533.6 Approval and disapproval.

(a) The Chairman may approve a management contract if it meets the standards of part 531 of 

this chapter and §533.3 of this part. Failure to comply with the standards of part 531 of this 

chapter or §533.3 may result in the Chairman's disapproval of the management contract.

(b) The Chairman shall disapprove a management contract for class II gaming if he or she 

determines that—

(1) Any person with a direct or indirect financial interest in, or having management 

responsibility for, a management contract:

(i) Is an elected member of the governing body of the tribe that is party to the 

management contract;

(ii) Has been convicted of any felony or any misdemeanor gaming offense;

(iii) Has knowingly and willfully provided materially false statements or 

information to the Commission or to a tribe;

(iv) Has refused to respond to questions asked by the Chairman in accordance 

with his or her responsibilities under this part; or

(v) Is determined by the Chairman to be a person whose prior activities, criminal 

record, if any, or reputation, habits, and associations pose a threat to the public 

interest or to the effective regulation and control of gaming, or create or enhance 

the dangers of unsuitable, unfair, or illegal practices, methods, and activities in the 

conduct of gaming or the carrying on of related business and financial 

arrangements;
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(2) The management contractor or its agents have unduly interfered with or influenced 

for advantage, or have tried to unduly interfere with or influence for advantage, any 

decision or process of tribal government relating to the gaming operation;

(3) The management contractor or its agents has deliberately or substantially failed to 

follow the terms of the management contract or the tribal gaming ordinance or resolution 

adopted and approved pursuant to the Act; or

(4) A trustee, exercising the skill and diligence to which a trustee is commonly held, 

would not approve the contract.

(c) The Chairman may disapprove a management contract for class III gaming if he or she 

determines that a person with a financial interest in, or management responsibility for, a 

management contract is a person whose prior activities, criminal record, if any, or reputation, 

habits, and associations pose a threat to the public interest or to the effective regulation and 

control of gaming, or create or enhance the dangers of unsuitable, unfair, or illegal practices, 

methods, and activities in the conduct of gaming or the carrying on of related business and 

financial arrangements.

§ 533.7 Void agreements.

Management contracts and changes in persons with a financial interest in or management 

responsibility for a management contract, that have not been approved by the Chairman in 

accordance with the requirements of part 531 of this chapter and this part, are void.

* * *

Part 535

§ 535.1 Amendments.

(a) (1) Subject to the Chairman's approval, a tribe may enter into an amendment of a 

management contract for the operation of a class II or class III gaming activity.

(2) An amendment that causes the previously approved management contract to exceed 

IGRA’s mandated limitations as cited in 25 C.F.R. § 531.1(h) will be processed as a new 

contract in accordance with 25 C.F.R. Part 533. 

(b) A tribe shall submit an amendment to the Chairman within thirty (30) days of its execution.

(c) A tribe shall include in any request for approval of an amendment under this part:

(1) An amendment containing original signatures of an authorized official of the tribe and 

the management contractor and terms that meet the applicable requirements of part 531 

of this chapter;
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(2) A letter, signed by the tribal chairman, setting out the authority of an authorized tribal 

official to act for the tribe concerning the amendment;

(3) Copies of documents evidencing the authority under paragraph (c)(2) of this section;

(4) A list of all persons and entities identified in §537.1(a) and §537.1(c)(1) of this 

chapter:

(i) If the amendment involves a change in person(s) having a direct or indirect 

financial interest in the management contract or having management 

responsibility for the management contract, a list of such person(s) and either:

(A) The information required under §537.1(b)(1) of this chapter for class 

II gaming contracts or §537.1(b)(1)(i) of this chapter for class III gaming 

contracts; or

(B) The dates on which the information was previously submitted;

(ii) [Reserved]

(5) If applicable, a justification, consistent with the provisions of §531.1(h) of this 

chapter, for a term limit in excess of five (5) years, but not exceeding seven (7) years

inclusive of the time passed since contract approval; and

(6) If applicable, a justification, consistent with the provisions of §531.1(i) of this 

chapter, for a management fee in excess of thirty (30) percent, but not exceeding forty 

(40) percent.

(d) (1) The Chairman shall approve or disapprove an amendment within thirty (30) days 

from receipt of a complete submission if the amendment does not require a background 

investigation under part 537 of this chapter, unless the Chairman notifies the parties in 

writing of the need for an extension of up to thirty (30) days.

(2) The Chairman shall approve or disapprove an amendment as soon as practicable but 

no later than 180 days from receipt of a complete submission if the amendment requires a 

background investigation under part 537 of this chapter.

(3) A party may appeal the Chairman's approval or disapproval of an amendment under 

part 583 of this chapter. If the Chairman does not approve or disapprove an amendment 

within the timelines of paragraph (d)(1) or (d)(2) of this section, the amendment shall be 

deemed disapproved and a party shall have thirty (30) days to appeal the decision under 

part 583 of this chapter.

(e) (1) The Chairman may approve an amendment to a management contract if the 

amendment meets the submission requirements of paragraph (c) of this section. Failure to 

comply with the submission requirements of paragraph (c) of this section may result in 

the Chairman's disapproval of an amendment.

(2) The Chairman shall disapprove an amendment of a management contract for class II 

gaming if he or she determines that the conditions contained in §533.6(b) of this chapter 

apply.
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(3) The Chairman may disapprove an amendment of a management contract for class III 

gaming if he or she determines that the conditions contained in §533.6(c) of this chapter 

apply.

(f) Amendments that have not been approved by the Chairman in accordance with the 

requirements of this part are void.

* * *

Part 537

§ 537.1 Applications for approval.

(a) For each management contract for class II gaming, the Chairman shall conduct or cause to be 

conducted a background investigation of: 

(1) Each person with management responsibility for a management contract; 

(2) Each person who is a director of a corporation that is a party to a management 

contract; 

(3) The ten (10) persons who have the greatest All persons who have 10 percent or more 

direct or indirect financial interest in a management contract; 

(4) Any entity with a financial interest in a management contract All entities with 10 

percent or more financial interest in a management contract (in the case of any tribe, a 

wholly owned tribal entity, national bank, or institutional investor that is federally 

regulated or is required to undergo a background investigation and licensure by a state or 

tribe pursuant to a tribal-state compact, the Chair may exercise discretion and reduce the 

scope of the information to be furnished and the background investigation to be 

conducted); and 

(5) For any of the following entities, or individuals associated with the following entities, 

the Chair may, upon request or unilaterally, exercise discretion to reduce the scope of the 

information to be furnished and background investigation to be conducted:

(i) Tribe as defined at 25 CFR 502.13;

(ii) Wholly owned tribal entity;

(iii) National bank; or

(iv) Institutional investor that is federally regulated or is required to undergo a 

background investigation and licensure by a state or tribe pursuant to a tribal-state 

compact.

(6) Any other person or entity with a direct or indirect financial interest in a management 

contract otherwise designated by the Commission.
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(b) For each natural person identified in paragraph (a) of this section, the management contractor 

shall provide to the Commission the following information: 

(1) Required information.

(i) Full name, other names used (oral or written), social security number(s), birth 

date, place of birth, citizenship, and gender; 

(ii) A current photograph, driver’s license number, and a list of all languages 

spoken or written; 

(iii) Business and employment positions held, and business and residence 

addresses currently and for the previous ten (10) years; the city, state and country 

of residence from age eighteen (18) to the present; 

(iv) The names and current addresses of at least three (3) personal references, 

including one personal reference who was acquainted with the person at each 

different residence location for the past five (5) years; 

(v) Current business and residence telephone numbers; 

(vi) A description of any existing and previous business relationships with Indian 

tribes, including ownership interests in those businesses; 

(vii) A description of any existing and previous business relationships with the 

gaming industry generally, including ownership interests in those businesses; 

(viii) The name and address of any licensing or regulatory agency with which the 

person has filed an application for a license or permit relating to gaming, whether 

or not such license or permit was granted; 

(ix) For each gaming offense and for each felony for which there is an ongoing 

prosecution or a conviction, the name and address of the court involved, the 

charge, and the dates of the charge and of the disposition; 

(x) For each misdemeanor conviction or ongoing misdemeanor prosecution 

(excluding minor traffic violations) within ten (10) years of the date of the 

application, the name and address of the court involved, and the dates of the 

prosecution and the disposition; 

(xi) A complete financial statement showing all sources of income for the 

previous three (3) years, and assets, liabilities, and net worth as of the date of the 

submission; and 

(xii) For each criminal charge (excluding minor traffic charges) regardless of 

whether or not it resulted in a conviction, if such criminal charge is within 10 

years of the date of the application and is not otherwise listed pursuant to 

paragraphs (b)(1)(ix) or (b)(1)(x) of this section, the name and address of the 

court involved, the criminal charge, and the dates of the charge and the 

disposition. 
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(2) Fingerprints. The management contractor shall arrange with an appropriate federal, 

state, or tribal law enforcement authority to supply the Commission with a completed 

form FD–258, Applicant Fingerprint Card, (provided by the Commission), for each 

person for whom background information is provided under this section. 

(3) Responses to Questions. Each person with a direct or indirect financial interest in a 

management contract or management responsibility for a management contract shall 

respond within thirty (30) days to written or oral questions propounded by the Chairman. 

(4) Privacy notice. In compliance with the Privacy Act of 1974, each person required to 

submit information under this section shall sign and submit the following statement: 

Solicitation of the information in this section is authorized by 25 U.S.C. 2701 et 

seq. The purpose of the requested information is to determine the suitability of 

individuals with a financial interest in, or having management responsibility for, a 

management contract. The information will be used by the National Indian 

Gaming Commission members and staff and Indian tribal officials who have need 

for the information in the performance of their official duties. The information 

may be disclosed to appropriate federal, tribal, state, or foreign law enforcement 

and regulatory agencies in connection with a background investigation or when 

relevant to civil, criminal or regulatory investigations or prosecutions or 

investigations of activities while associated with a gaming operation. Failure to 

consent to the disclosures indicated in this statement will mean that the Chairman 

of the National Indian Gaming Commission will be unable to approve the contract 

in which the person has a financial interest or management responsibility. 

The disclosure of a person’s Social Security Number (SSN) is voluntary. 

However, failure to supply a SSN may result in errors in processing the 

information provided. 

(5) Notice regarding false statements. Each person required to submit information under 

this section shall sign and submit the following statement: 

A false statement knowingly and willfully provided in any of the information 

pursuant to this section may be grounds for not approving the contract in which I 

have a financial interest or management responsibility, or for disapproving or 

voiding such contract after it is approved by the Chairman of the National Indian 

Gaming Commission. Also, I may be punished by fine or imprisonment (U.S. 

Code, title 18, section 1001). 

(c) For each entity identified in paragraph (a)(4) of this section, the management contractor shall 

provide to the Commission the following information: 

(1) List of individuals.

(i) Each of the ten (10) largest beneficiaries and the trustees when the entity is a 

trust; 
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(ii) Each of the ten (10) largest partners when the entity is a partnership; 

(iii) Each person who is a director or who is one of the ten (10) largest holders of 

the issued and outstanding stock alone or in combination with another stockholder 

who is a spouse, parent, child or sibling when the entity is a corporation; and 

(iv) For any other type of entity, the ten (10) largest owners of that entity alone or 

in combination with any other owner who is a spouse, parent, child or sibling and 

any person with management responsibility for that entity. 

(2) Required information. 

(i) The information required in paragraph (b)(1)(i) of this section for each 

individual identified in paragraph (c)(1) of this section; 

(ii) Copies of documents establishing the existence of the entity, such as the 

partnership agreement, the trust agreement, or the articles of incorporation;

(iii) Copies of documents designating the person who is charged with acting on 

behalf of the entity; 

(iv) Copies of bylaws or other documents that provide the day-to-day operating 

rules for the organization; 

(v) A description of any existing and previous business relationships with Indian 

tribes, including ownership interests in those businesses; 

(vi) A description of any existing and previous business relationships with the 

gaming industry generally, including ownership interest in those businesses; 

(vii) The name and address of any licensing or regulatory agency with which the 

entity has filed an application for a license or permit relating to gaming, whether 

or not such license or permit was granted; 

(viii) For each gaming offense and for each felony for which there is an ongoing 

prosecution or a conviction, the name and address of the court involved, the 

charge, and the dates of the charge and disposition; 

(ix) For each misdemeanor conviction or ongoing misdemeanor prosecution 

within ten (10) years of the date of the application, the name and address of the 

court involved, and the dates of the prosecution and disposition; 

(x) Complete financial statements for the previous three (3) fiscal years; and 

(xi) For each criminal charge (excluding minor traffic charges) whether or not 

there is a conviction, if such criminal charge is within 10 years of the date of the 

application and is not otherwise listed pursuant to paragraph (c)(1)(viii) or 

(c)(1)(ix) of this section, the criminal charge, the name and address of the court 

involved and the dates of the charge and disposition. 

(3) Responses to questions. Each entity with a direct or indirect financial interest in a 

management contract shall respond within thirty (30) days to written or oral questions 

propounded by the Chairman. 
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(4) Notice regarding false statements. Each entity required to submit information under 

this section shall sign and submit the following statement: 

A false statement knowingly and willfully provided in any of the information 

pursuant to this section may be grounds for not approving the contract in which 

we have a financial interest, or for disapproving or voiding such contract after it is 

approved by the Chairman of the National Indian Gaming Commission. Also, we 

may be punished by fine or imprisonment (U.S. Code, title 18, section 1001).

§ 537.2 Submission of background information. 

A management contractor shall submit the background information required in §537.1 of this 

part: 

(a) In sufficient time to permit the Commission to complete its background investigation by the 

time the individual is to assume management responsibility for, or the management contractor is 

to begin managing, the gaming operation; and 

(b) Within ten (10) days of any proposed change in financial interest.

§ 537.3 Fees for background investigations. 

(a) A management contractor shall pay to the Commission or the contractor(s) designated by the 

Commission the cost of all background investigations conducted under this part. 

(b) The management contractor shall post a deposit with the Commission to cover the cost of the 

background investigations as follows: 

(1) Management contractor (party to the contract)—$25,000 

(2) Each individual and entity with a financial interest in the contract— $10,000 

(cb) The management contractor shall be billed for the costs of the investigation as it proceeds.;

the investigation shall be suspended if the unpaid costs exceed the amount of the deposit 

available. 

(1) An investigation will be terminated if any bills remain unpaid for more than thirty 

(30) days. 

(2) A terminated investigation will preclude the Chairman from making the necessary 

determinations and result in a disapproval of a management contract. 

(dc) Any unpaid bill will processed in accordance with part 513 of this chapter and may result in 

an approved contract being voided or cause a pending contract to be disapproved. remaining 

balance of the deposit will be returned to the management contractor when all bills have been 

paid and the investigations have been completed or terminated.

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