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The Fund Distribution Agreement is a critical document used when a fund management company seeks to expand its distribution network in the Philippines through authorized distributors. This agreement is essential for establishing compliant fund distribution relationships in the Philippine market, where financial products are heavily regulated under the Securities Regulation Code and various BSP regulations. The document comprehensively covers distribution rights, regulatory compliance requirements, compensation structures, and operational procedures. It's particularly important in the Philippine context due to specific local requirements for fund distribution, including strict licensing requirements, anti-money laundering compliance, and consumer protection measures. The agreement must align with both SEC and BSP guidelines while providing clear operational frameworks for both fund managers and distributors.

1. Parties: Identification of the Fund Company/Manager and the Distributor, including their complete legal names, registration details, and addresses

2. Background: Context of the agreement, including brief description of the parties' businesses and their intention to enter into a distribution arrangement

3. Definitions: Detailed definitions of key terms used throughout the agreement, including specific financial and regulatory terms

4. Appointment and Scope: Terms of the Distributor's appointment, territory coverage, and extent of distribution rights

5. Regulatory Compliance: Obligations regarding Securities Regulation Code, BSP regulations, and other applicable laws

6. Distribution Rights and Obligations: Detailed responsibilities of the Distributor, including marketing, client servicing, and reporting requirements

7. Fees and Commission Structure: Details of compensation, including initial and trailing commissions, payment terms, and calculations

8. Compliance and AML Obligations: Anti-money laundering procedures, KYC requirements, and compliance with financial regulations

9. Marketing and Promotional Materials: Rules for creation, approval, and use of marketing materials

10. Representations and Warranties: Standard and specific warranties from both parties regarding licenses, capabilities, and compliance

11. Confidentiality: Protection of confidential information and trade secrets

12. Term and Termination: Duration of agreement, renewal terms, and termination conditions

13. Indemnification: Mutual indemnification provisions and liability limitations

14. General Provisions: Standard clauses including notices, amendments, governing law, and dispute resolution