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The Fund Distribution Agreement is a critical document used when an investment fund manager or fund company wishes to appoint a distributor to market and sell their investment funds in Austria. This agreement is essential for establishing a clear framework for the distribution relationship while ensuring compliance with Austrian financial regulations and EU directives. It addresses key aspects such as distribution rights, regulatory obligations, commission structures, and operational procedures. The document is particularly important in the Austrian context due to specific local regulatory requirements under the Investment Fund Act and Securities Supervision Act, while also incorporating broader EU requirements such as MiFID II, AIFMD, and GDPR. This agreement type is fundamental for any fund distribution arrangement and requires careful consideration of both commercial and regulatory aspects.

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

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 and rules of interpretation

4. Appointment and Scope: Formal appointment of distributor and territory/scope of distribution rights

5. Regulatory Compliance: Obligations regarding compliance with applicable laws, regulations, and regulatory requirements

6. Distribution Services: Detailed description of distribution services to be provided

7. Marketing and Promotional Materials: Rules regarding use and approval of marketing materials

8. Subscription and Redemption Procedures: Process for handling fund subscriptions and redemptions

9. Fees and Commission: Commission structure, payment terms, and related financial arrangements

10. Anti-Money Laundering and KYC: AML and customer due diligence obligations

11. Representations and Warranties: Key statements and guarantees by both parties

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

13. Confidentiality: Protection and handling of confidential information

14. Data Protection: GDPR and data protection compliance requirements

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

16. Liability and Indemnification: Allocation of risks and indemnification obligations

17. Force Majeure: Provisions for unforeseen circumstances and their handling

18. Governing Law and Jurisdiction: Austrian law as governing law and jurisdiction provisions

19. General Provisions: Standard boilerplate clauses including notices, amendments, etc.