How to apply to act as a depositary of an authorised or unauthorised Alternative Investment Fund.
A firm can act as a depositary of an authorised or unauthorised Alternative Investment Fund (AIF). You'll need to apply for permission to do this.
For firms that are already authorised persons, you must complete:
For firms that are not authorised persons, you must complete:
- the Variation of Permission (VoP) form for depositaries of AIF(s)[1]
- the application pack for wholesale investment firms[2] (which you should append to the completed VoP form for depositaries of AIFs)
Full depositaries
A full depositary must be one of the following types of entity:
- an EEA credit institution
- an authorised MiFID investment firm which provides the services of safe-keeping and administration of financial instruments and which has own funds of not less than €730,000 under Article 28 of the CRD (2013/36/EU) (for a UK firm this would be an IFPRU 730k firm with permission to safeguard and administer investments)
- a firm which on 21 July 2011 had a Part 4A permission of acting as trustee of an authorised unit trust scheme or depositary of an open-ended investment company that in either case is a UCITS scheme
- another type of authorised person or an unauthorised person which will, if authorised as a depositary of AIF, only:
a. act as trustee or depositary for AIFs of the kind defined in FUND 3.11.12R (a PE AIF depositary), and/or
b. provide one or more depositary services to non-EEA AIFs
If you are an unauthorised person, you can apply to be a depositary provided that you intend to act for the types of AIFs set out in point 4 above.
A depositary of an AIF cannot be an AIFM or a UCITS management company. Only a depositary of the type listed in points 1 to 3 above can act for an authorised AIF.
The AIFM and the depositary of an authorised AIF must be independent of each other. However, the AIFM and the depositary of an unauthorised AIF can be separate yet connected entities in the same group, provided there is proper management and disclosure of potential conflicts of interest.
Application process
It is a statutory requirement that we process a complete application within 6 months. However, if your application is incomplete the statutory deadline is 12 months.
Article 36 custodians of a non-EEA AIF
If you are a full-scope UK AIFM and want to market a non-EEA AIF that you manage to UK investors using the National Private Placement Regime[3] (NPPR), you must appoint one or more entities to carry out the duties in Article 21(7) to (9) AIFMD. These duties are cash monitoring, safekeeping and oversight, and each entity that performs them is referred to as an Article 36 custodian in the AIFMD UK Regulation.
Article 36 custodians that are carrying out one or more of the duties set out in article 21(7) to (9) (cash monitoring, safekeeping and oversight) in the UK require a Part 4A permission for acting as a depositary of an AIF.
As we have 6 months in which to determine your application, you should keep this timeline in mind when submitting your application.
Article 36 custodians are able to carry out safeguarding of financial instruments (Article 21(8)(a)) without having to conduct ownership verification of other assets (Article 21(8)(b)). In this case, your firm will still require a Part 4A permission for acting as depositary of an AIF, but we would also place a limitation on this activity to restrict it to carrying on the duties set out in Article 21(8)(a) in relation to non-EEA AIFs only.
Prime brokers
If you are a prime broker acting for non-EEA AIFs, you need to perform, at a minimum, the activity of safe-keeping of financial instruments (as set out in Article 21(8)(a) of the Directive) for these AIFs. As such, you would be considered an Article 36 custodian as defined in regulation 57(5)(a) of the AIFMD UK Regulation. This means you would require a Part 4A permission for acting as depositary of an AIF.
Permissions for EEA firms
If your firm is the UK branch of an EEA firm and you are acting as a depositary for clients undertaking at least one of the activities listed in questions 2.4 to 2.7 of the VoP form, you will need to apply to us for a depositary permission. This is a 'top-up' permission to undertake these activities in the UK.
Current permissions such as 'safeguarding and administration of assets' are not sufficient to cover activities under AIFMD. 'Acting as a depositary / trustee of an authorised / unauthorised AIF' and 'acting as depositary of a UCITS' are not passportable activities.
To apply for this permission, you must complete:
You may also need to apply for permission from the Prudential Regulation Authority[3] (PRA).
Completing and submitting your application
Please send electronic versions of your application form and supporting documentation so that we can process your application quickly and smoothly. We will also need a signed paper copy of the VoP form.
Attach your forms to an email with a subject line that contains your full firm name followed by the words ‘AIFMD Depositary Application’ e.g. ‘XYZ Group AIFMD Depositary Application’. Send the email to [email protected]. Your submission will be returned if it is not labelled correctly.
When sending your data electronically, it must be encrypted either by using our PGP key (preferable) or by using a password-protected WinZip file.
You can also provide the data on a CD or USB (password protected – we will request the password on receipt of the application).
Once you have submitted your data, we will review your submission prior to processing the application and confirm receipt via email.
If you have any questions, please email [email protected] including 'AIFMD' in the subject line.
