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This Fund Distribution Agreement is essential for establishing formal arrangements between fund managers and distributors operating in Saudi Arabia. It is primarily used when a fund manager seeks to expand their distribution network through authorized financial intermediaries. The agreement must comply with the Capital Market Law, Investment Funds Regulations, and other relevant CMA regulations, while ensuring adherence to Shariah principles. It typically includes detailed provisions covering distribution rights, territorial restrictions, regulatory compliance requirements, marketing guidelines, operational procedures, and fee arrangements. The document is particularly important in the Saudi Arabian context due to the unique regulatory environment that combines international financial standards with Islamic finance requirements.

1. Parties: Identification of the Fund Manager and the Distributor, including their regulatory licenses and authorizations

2. Background: Context of the agreement, including reference to relevant regulatory frameworks and Shariah compliance requirements

3. Definitions: Comprehensive definitions of terms used throughout the agreement, including regulatory and technical terms

4. Appointment and Scope: Terms of distributor appointment, territory, and scope of distribution rights

5. Regulatory Compliance: Obligations regarding CMA regulations, AML requirements, and Shariah compliance

6. Distribution Services: Detailed description of authorized distribution activities and service levels

7. Marketing and Promotion: Guidelines for marketing activities, approval processes, and use of marketing materials

8. Subscription and Redemption Procedures: Process for handling investor subscriptions, redemptions, and related documentation

9. Fees and Commission: Fee structure, payment terms, and calculation methods

10. Representations and Warranties: Standard and regulatory-specific representations from both parties

11. Compliance with Laws: Obligations to comply with Saudi laws, CMA regulations, and Shariah principles

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

13. Confidentiality: Protection of confidential information and client data

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

15. Governing Law and Jurisdiction: Saudi law as governing law and jurisdiction provisions