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The Fund Distribution Agreement is essential for financial institutions engaged in the distribution of investment funds in Switzerland. It is required when a fund management company or investment company wishes to appoint a distributor to market and sell their funds to investors. The agreement must comply with Swiss regulatory requirements, particularly the Financial Services Act (FinSA) and Collective Investment Schemes Act (CISA). It covers crucial aspects such as regulatory compliance, client categorization, distribution territory, commission structures, and reporting obligations. This document is particularly important given Switzerland's strict regulatory framework for financial services and the need to ensure proper investor protection measures are in place.

1. Parties: Identification of the fund company/management company and the distributor, including their regulatory status and contact details

2. Background: Context of the agreement, including reference to relevant regulatory frameworks and the parties' intentions

3. Definitions: Key terms used throughout the agreement, including regulatory definitions from FinSA and CISA

4. Appointment and Scope: Formal appointment of distributor and scope of distribution activities

5. Regulatory Compliance: Obligations regarding FinSA, CISA, and other applicable regulations

6. Distributor's Obligations: Detailed responsibilities including client classification, reporting, and documentation requirements

7. Fund Company's Obligations: Responsibilities including provision of documentation, information updates, and support

8. Fees and Commission: Commission structure, payment terms, and clawback provisions

9. Compliance with Anti-Money Laundering Requirements: AML/KYC obligations and procedures

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

11. Term and Termination: Duration, renewal, and termination provisions

12. Confidentiality: Protection of confidential information and trade secrets

13. Data Protection: Compliance with Swiss data protection laws and handling of client data

14. Governing Law and Jurisdiction: Swiss law as governing law and jurisdiction provisions