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Fund Distribution Agreement Template for England and Wales

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Key Requirements PROMPT example:

Fund Distribution Agreement

"I need a Fund Distribution Agreement for appointing a UK-based wealth management firm to distribute our UCITS funds to professional clients only, with strict compliance requirements and a 3% commission structure starting from March 2025."

Document background
A Fund Distribution Agreement is essential when a fund manager wishes to expand their distribution network through third-party distributors in the UK market. This agreement, governed by English and Welsh law, outlines the regulatory framework, operational requirements, and commercial terms for fund distribution. It ensures compliance with UK financial services regulations, including FCA requirements, while protecting both parties' interests. The document typically includes detailed provisions on permitted activities, compliance obligations, commission structures, and reporting requirements, making it crucial for establishing clear distribution partnerships in the regulated funds sector.
Suggested Sections

1. Parties: Identification of the fund manager/provider and distributor

2. Background: Context of the agreement and business relationship

3. Definitions: Key terms used throughout the agreement

4. Appointment and Scope: Terms of distributor appointment and permitted activities

5. Regulatory Compliance: Obligations regarding regulatory requirements and permissions

6. Distribution Rights and Restrictions: Specific rights granted and limitations on distribution

7. Fees and Commission: Payment terms and commission structure

8. Term and Termination: Duration and termination provisions

Optional Sections

1. White Labelling: Terms for rebranding products under distributor's name when distributor will rebrand products

2. Platform Services: Additional terms for platform-based distribution when distribution involves technology platforms

3. International Distribution: Terms for cross-border distribution when distribution extends beyond UK

Suggested Schedules

1. Schedule of Funds: List of funds covered by the agreement

2. Fee Schedule: Detailed commission rates and payment terms

3. Service Level Agreement: Operational requirements and performance standards

4. Due Diligence Requirements: Required documentation and verification processes

5. Marketing Guidelines: Requirements for promotional materials and branding

Authors

Alex Denne

Head of Growth (Open Source Law) @ ¶¶Òõ¶ÌÊÓƵ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

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Relevant Industries
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Industries

Financial Services and Markets Act 2000: Primary legislation governing financial services regulation in the UK, establishing regulatory framework and FCA authority

Financial Services Act 2012: Updates and amendments to FSMA 2000, including enhanced regulatory powers and consumer protection measures

Regulated Activities Order 2001: Defines which activities require FCA authorization and regulation in the financial services sector

UK UCITS Regulations: Regulations governing Undertakings for Collective Investment in Transferable Securities, including distribution requirements

Alternative Investment Fund Managers Regulations 2013: Framework for regulation of alternative investment fund managers and distribution of alternative funds

Collective Investment Schemes Regulations 2019: Post-Brexit regulations adapting EU rules for collective investment schemes to UK law

FCA Handbook - COBS: Conduct of Business Sourcebook containing rules for how firms should interact with clients and conduct business

FCA Handbook - PROD: Product Intervention and Product Governance Sourcebook outlining rules for product design and distribution

FCA Handbook - SYSC: Senior Management Arrangements, Systems and Controls requirements for organizational structure and compliance

Money Laundering Regulations 2017: Requirements for prevention of money laundering and terrorist financing in financial services

Proceeds of Crime Act 2002: Legislation dealing with money laundering offenses and reporting requirements

UK GDPR: Post-Brexit data protection regulation governing handling of personal data

Data Protection Act 2018: UK's implementation of data protection standards, working alongside UK GDPR

Unfair Contract Terms Act 1977: Legislation controlling unfair terms in contracts, particularly exclusion clauses

Consumer Rights Act 2015: Protection for consumers in contracts, including unfair terms and transparency requirements

Income Tax Act 2007: Tax legislation relevant to fund distributions and investor taxation

Corporation Tax Act 2010: Corporate tax framework affecting fund structures and distributions

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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