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The Fund Distribution Agreement is a critical document used in New Zealand's financial services sector to formalize arrangements between fund managers/issuers and entities that distribute their investment products. This agreement is essential when establishing new distribution channels for investment funds and must comply with New Zealand's regulatory framework, particularly the Financial Markets Conduct Act 2013 and Financial Service Providers (Registration and Dispute Resolution) Act 2008. It sets out the parties' rights and obligations, including regulatory compliance requirements, distribution territory, commission structures, marketing approvals, reporting obligations, and risk management protocols. The agreement is particularly important in the context of New Zealand's sophisticated financial markets where distributors play a key role in making investment products available to retail and wholesale investors.

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

2. Background: Context of the agreement, including brief description of the funds and distribution arrangement

3. Definitions and Interpretation: Key terms used throughout the agreement, including regulatory terms and specific fund-related definitions

4. Appointment and Scope: Terms of distributor's appointment, territory, exclusivity/non-exclusivity, and authorized funds

5. Regulatory Compliance: Obligations regarding FMC Act, AML/CFT requirements, and other regulatory obligations

6. Distributor Obligations: Core responsibilities including marketing, client servicing, and reporting requirements

7. Fund Manager Obligations: Support, materials, and information to be provided to the distributor

8. Fees and Commission: Commission structure, payment terms, and any performance-based incentives

9. Marketing and Branding: Guidelines for use of brand materials and approval processes for marketing content

10. Compliance and Reporting: Regular reporting requirements, compliance monitoring, and audit rights

11. Representations and Warranties: Standard and specific warranties regarding capacity, licensing, and compliance

12. Liability and Indemnification: Risk allocation between parties and indemnification obligations

13. Term and Termination: Duration, renewal provisions, and termination rights

14. Post-Termination Obligations: Obligations surviving termination and transition arrangements

15. Confidentiality: Protection of confidential information and trade secrets

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