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The Fund Distribution Agreement is essential for investment fund managers seeking to expand their distribution network in Ireland and other territories. This document is used when a fund manager wishes to appoint a distributor to market and sell their investment funds to investors. It establishes the legal framework for the distribution relationship, covering critical aspects such as regulatory compliance, distribution rights, commission structures, and operational procedures. The agreement must comply with Irish financial services law, including requirements from the Central Bank of Ireland, as well as relevant EU regulations such as MiFID II, UCITS/AIFMD, and PRIIPs. It's particularly important in Ireland's highly regulated fund industry, which serves as a key European fund domicile and distribution hub.

1. Parties: Identifies the contracting parties: typically the fund/fund manager and the distributor

2. Background: Sets out the context of the agreement, including the nature of the funds and distribution arrangement

3. Definitions: Defines key terms used throughout the agreement

4. Appointment and Scope: Details of the distributor's appointment and territory coverage

5. Regulatory Status and Compliance: Confirms parties' regulatory authorizations and compliance obligations

6. Distribution Services: Specifies the distribution services to be provided and any restrictions

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

8. Subscription and Redemption Processes: Procedures for handling investor transactions

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

10. Fees and Commissions: Payment terms, commission structures, and calculation methods

11. Representations and Warranties: Standard and specific warranties from both parties

12. Record Keeping and Reporting: Requirements for maintaining records and providing reports

13. Data Protection: GDPR compliance and data handling requirements

14. Confidentiality: Protection of confidential information

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

16. Indemnification: Mutual indemnification obligations

17. Governing Law and Jurisdiction: Confirms Irish law governance and jurisdiction