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A Fund Distribution Agreement is essential when a fund manager or issuer wants to expand their distribution network by engaging third-party distributors to market and sell their investment products in Australia. This agreement is crucial in the Australian financial services landscape, where strict regulatory oversight requires clear delineation of responsibilities and compliance obligations. The document covers key aspects such as licensing requirements, distribution channels, fee structures, reporting obligations, and risk management protocols. It is particularly relevant in contexts where financial products are distributed through various channels including financial advisers, platforms, or direct-to-consumer models. The agreement must comply with Australian regulatory requirements, including AFSL obligations, design and distribution obligations (DDO), and AML/CTF requirements.

1. Parties: Identifies the fund issuer/manager and the distributor, including their regulatory status and licenses

2. Background: Sets out the context of the agreement, including the nature of the funds and distribution arrangement

3. Definitions and Interpretation: Defines key terms and establishes interpretation principles

4. Appointment and Scope: Establishes the distributor's appointment, territory, and exclusivity status

5. Regulatory Compliance: Sets out obligations regarding AFSL requirements, AML/CTF compliance, and other regulatory matters

6. Distributor Obligations: Details the distributor's duties, including marketing, client servicing, and reporting

7. Fund Manager Obligations: Specifies the fund manager's responsibilities, including fund information and support

8. Distribution Process: Details the operational process for distributing funds, including applications and redemptions

9. Fees and Commission: Specifies the fee structure, payment terms, and commission calculations

10. Compliance and Reporting: Sets out ongoing compliance obligations and reporting requirements

11. Representations and Warranties: Contains standard and specific warranties from both parties

12. Indemnities: Details mutual indemnification obligations

13. Confidentiality and Privacy: Addresses confidentiality obligations and privacy law compliance

14. Term and Termination: Specifies agreement duration and termination rights

15. Post-Termination Obligations: Outlines obligations that survive termination

16. General Provisions: Contains standard boilerplate clauses