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Fund Distribution Agreement Template for United States

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Key Requirements PROMPT example:

Fund Distribution Agreement

"Need a Fund Distribution Agreement for our new emerging markets ETF to be distributed through a major online brokerage platform, with specific provisions for digital marketing and social media promotions, targeting implementation by March 2025."

Document background
The Fund Distribution Agreement serves as the cornerstone document governing the relationship between investment fund sponsors and their distribution partners in the United States. This agreement is essential when a fund company seeks to expand its distribution network through financial intermediaries. The document outlines critical elements such as distribution rights, compensation structures, regulatory compliance requirements, and operational procedures, all while ensuring adherence to SEC regulations, FINRA rules, and state securities laws. The agreement typically includes detailed provisions for reporting, marketing standards, and service level requirements.
Suggested Sections

1. Parties: Identification of the fund company/sponsor and the distributor

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

3. Definitions: Key terms used throughout the agreement including 'Funds', 'Shares', 'Distribution Services'

4. Appointment and Authorization: Formal appointment of distributor and scope of distribution rights

5. Distribution Obligations: Core responsibilities of the distributor

6. Compensation: Fee structure, payment terms, and calculation methods

7. Compliance Requirements: Regulatory compliance obligations and requirements

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

9. Representations and Warranties: Standard declarations by both parties

Optional Sections

1. Sub-distributor Provisions: Terms for appointing sub-distributors when distributor may appoint sub-distributors

2. International Distribution: Specific provisions for cross-border distribution when distribution includes non-US territories

3. Digital Distribution: Terms specific to online/digital distribution channels when distribution includes digital platforms

Suggested Schedules

1. Schedule A - List of Funds: Detailed list of funds covered by the agreement

2. Schedule B - Fee Schedule: Detailed compensation structure including distribution fees and trail commissions

3. Schedule C - Territory: Defined geographical areas for distribution

4. Appendix 1 - Compliance Procedures: Detailed compliance requirements and procedures

5. Appendix 2 - Service Level Requirements: Specific performance metrics and service standards

6. Appendix 3 - Marketing Guidelines: Rules and requirements for marketing and promotional activities

Authors

Alex Denne

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

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Industries

Federal Securities Laws: Core federal regulations including Securities Act of 1933, Securities Exchange Act of 1934, Investment Company Act of 1940, and Investment Advisers Act of 1940. These form the foundation of securities regulation in the US.

FINRA Regulations: Self-regulatory organization rules including FINRA Rule 2341 (Investment Company Securities), Rule 2320 (Variable Contracts), and Rule 2210 (Communications with the Public). These govern broker-dealer conduct and fund distribution practices.

State Securities Laws: Also known as 'Blue Sky Laws', these state-specific regulations include registration, licensing, and disclosure requirements that vary by jurisdiction.

BSA and AML Requirements: Bank Secrecy Act and Anti-Money Laundering regulations, including USA PATRIOT Act compliance, customer identification programs, and suspicious activity reporting requirements.

Consumer Protection Laws: Federal Trade Commission Act and state consumer protection statutes designed to protect investors and ensure fair business practices.

Distribution-Specific Regulations: Specific rules governing fund distribution including SEC Rule 12b-1, Regulation Best Interest (Reg BI), Form CRS requirements, and DOL fiduciary rules for retirement accounts.

Tax Regulations: Internal Revenue Code provisions, state tax regulations, and FATCA compliance requirements for international distribution considerations.

Contract Law: State-specific contract laws and Uniform Commercial Code (UCC) provisions that govern the formation and enforcement of distribution agreements.

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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