¶¶Òõ¶ÌÊÓƵ

The Fund Distribution Agreement is a critical document used in the Canadian investment funds industry to establish and govern the relationship between fund manufacturers/managers and entities that distribute their investment products. This agreement is essential when a fund manager wishes to expand their distribution network through third-party distributors such as banks, securities dealers, or financial advisors. The document must comply with Canadian securities regulations, including provincial Securities Acts and various National Instruments, particularly NI 31-103 and NI 81-102. It typically includes detailed provisions on regulatory compliance, distribution rights, compensation structures, marketing requirements, and operational procedures. The agreement is particularly important in the Canadian context due to the complex regulatory framework governing investment fund distribution and the need to ensure proper oversight of fund distribution channels.

1. Parties: Identification of the fund manufacturer/manager and the distributor, including registration details and regulatory status

2. Background: Context of the agreement, including the nature of the funds and distribution relationship

3. Definitions: Key terms used throughout the agreement, including regulatory terminology

4. Appointment and Authority: Scope of distributor's appointment and authority to distribute funds

5. Regulatory Compliance: Obligations to comply with securities laws, regulations, and regulatory guidance

6. Distribution Rights and Obligations: Specific rights and obligations regarding fund distribution, including territory and client segments

7. Marketing and Promotional Materials: Requirements for marketing materials and approval processes

8. Fees and Compensation: Commission structures, trailer fees, and payment terms

9. Compliance and Reporting: Compliance procedures, reporting requirements, and record-keeping obligations

10. Anti-Money Laundering: AML/KYC obligations and procedures

11. Privacy and Data Protection: Requirements for handling investor information and data protection

12. Representations and Warranties: Standard and regulatory-specific representations from both parties

13. Indemnification: Mutual indemnification provisions for regulatory and operational risks

14. Term and Termination: Duration of agreement and termination provisions

15. Confidentiality: Protection of confidential information

16. General Provisions: Standard boilerplate clauses including governing law, notices, assignment