Fiscal Agent Agreement for Australia

Fiscal Agent Agreement Template for Australia

A comprehensive agreement governed by Australian law that establishes and regulates the relationship between an issuer of debt securities and a fiscal agent. The document outlines the fiscal agent's responsibilities in managing payments, maintaining records, and acting as a liaison between the issuer and security holders. It incorporates requirements under the Corporations Act 2001 (Cth) and other relevant Australian financial services legislation, ensuring compliance with ASIC regulations and Australian banking laws. The agreement details payment mechanisms, reporting requirements, compliance obligations, and the specific duties of the fiscal agent in the Australian financial markets context.

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What is a Fiscal Agent Agreement?

The Fiscal Agent Agreement is a crucial document used when an entity (corporate or government) plans to issue debt securities in the Australian market and requires a financial institution to act as its fiscal agent. This agreement establishes the framework for managing the entire lifecycle of debt securities, from issuance to final redemption. It is particularly important in the Australian context, where it must comply with ASIC requirements, the Corporations Act 2001 (Cth), and other relevant financial services legislation. The document details the fiscal agent's duties including processing payments, maintaining security holder records, handling communications, and ensuring regulatory compliance. It is commonly used for bond issuances, note programs, and other debt instruments where a trusted intermediary is required to manage the relationship between the issuer and security holders.

What sections should be included in a Fiscal Agent Agreement?

1. Parties: Identifies the issuer and the fiscal agent, including their registered addresses and company details

2. Background: Sets out the context of the agreement, including the issuer's intention to issue securities and the fiscal agent's qualifications

3. Definitions and Interpretation: Defines key terms and establishes interpretation principles for the agreement

4. Appointment and Authority: Formal appointment of the fiscal agent and scope of their authority

5. Duties of the Fiscal Agent: Comprehensive list of the fiscal agent's responsibilities including payment processing, record keeping, and reporting

6. Issue of Securities: Procedures and requirements for issuing securities, including authentication processes

7. Payments: Terms and procedures for handling payments to security holders

8. Records and Reporting: Requirements for maintaining records and providing reports to the issuer

9. Fees and Expenses: Details of the fiscal agent's compensation and reimbursable expenses

10. Standard of Care and Indemnification: Specifies the required standard of service and indemnification provisions

11. Termination: Conditions and procedures for terminating the agreement

12. Confidentiality: Obligations regarding confidential information

13. Notices: Process for giving formal notices under the agreement

14. General Provisions: Standard legal provisions including governing law, amendments, and severability

What sections are optional to include in a Fiscal Agent Agreement?

1. Multiple Currencies: Required when securities can be issued in multiple currencies, detailing exchange rate mechanisms and currency-specific procedures

2. Additional Agents: Used when sub-agents or additional paying agents are required in other jurisdictions

3. Electronic Services: Specific provisions for electronic payment systems and online platforms when used

4. Tax Compliance: Detailed tax procedures when securities are subject to specific tax regimes

5. Force Majeure: Extended provisions for market disruption events or external circumstances

6. Anti-Money Laundering: Detailed AML/CTF procedures when dealing with high-risk jurisdictions or complex payment structures

What schedules should be included in a Fiscal Agent Agreement?

1. Schedule 1 - Forms of Securities: Templates and forms for the securities to be issued

2. Schedule 2 - Operating Procedures: Detailed procedures for day-to-day operations and payment processing

3. Schedule 3 - Fee Schedule: Detailed breakdown of all fees, charges, and expense categories

4. Schedule 4 - Form of Transfer Documents: Standard forms for transferring securities

5. Schedule 5 - Authorized Signatories: List of authorized signatories and specimen signatures

6. Schedule 6 - Communication Procedures: Detailed procedures for communications between parties

7. Appendix A - Compliance Requirements: Specific regulatory and compliance requirements applicable to the agreement

8. Appendix B - Technical Requirements: Technical specifications for electronic systems and interfaces

Authors

Alex Denne

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

Jurisdiction

Australia

Publisher

Genie AI

Document Type

Agency Agreement

Cost

Free to use
Relevant legal definitions
Relevant Industries

Banking and Financial Services

Government and Public Sector

Investment Banking

Corporate Finance

Securities and Capital Markets

Financial Technology

Infrastructure

Real Estate

Energy and Resources

Relevant Teams

Legal

Finance

Treasury

Compliance

Risk Management

Corporate Secretariat

Capital Markets

Securities Operations

Debt Management

Financial Control

Relevant Roles

Chief Financial Officer

Treasury Manager

Finance Director

Compliance Officer

Legal Counsel

Corporate Secretary

Debt Capital Markets Manager

Investment Banker

Securities Operations Manager

Relationship Manager

Bond Trustee

Financial Controller

Risk Manager

Debt Portfolio Manager

Industries
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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