A firm can act as a depositary of an authorised or unauthorised alternative investment fund (AIF).
Firms that are currently authorised persons and wish to act as a depositary of an AIF should use the Variation of Permission (VOP) form for depositaries of AIF(s) to apply for permission to act as a depositary of an authorised/unauthorised AIF.
A firm which is not an authorised person and wishes to apply for permission to act as depositary of an authorised/unauthorised AIF should complete the application pack for wholesale investment firms and append it to the completed VOP form for depositaries of AIF(s).
Completing and submitting your applications
Submit the data using these form(s) and attach it to an email which you should send to Authsubmissions@fca.org.uk. The subject line of the email should contain your full firm name followed by the words ‘AIFMD Depositary Application’ e.g. ‘XYZ Group AIFMD Depositary Application’.
In order to facilitate processing of the applications we ask for electronic versions of forms and supporting documentation. We will also need a signed paper copy of the VoP form.
When sending your data electronically, it must be encrypted, either by using our PGP key (preferable) or by using a password protected WinZip file.
It is important to make sure that the data you submit is sent to the correct email address. Your submission will be returned if it is not labelled correctly.
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 regarding the use of these forms, please email Authsubmissions@fca.org.uk,
Frequently asked questions
Who can be a depositary?
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 a 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:
- act as trustee or depositary for AIFs of the kind defined in FUND 3.11.12R (a PE AIF depositary); and / or
- provide one or more depositary services to non-EEA AIFs
Are unauthorised persons able to apply to be a depositary?
Yes, provided they intend to act for the types of AIFs set out in Q1(4) above. An unauthorised firm will need to complete both the application pack for wholesale investment firms and the variation of permission form for AIFMD depositaries.
How long will the application process take?
There is a statutory requirement to process a complete application in 6 months. For incomplete applications the statutory deadline is instead 12 months.
Can a depositary of an AIF be an AIFM or a UCITS management company?
What type of depositary can act for an authorised AIF?
Only a depositary of the type listed in (1) to (3) of Q1 above can act for an authorised AIF.
Can the AIFM and the depositary of an AIF be part of the same group?
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.
What happens if a firm has sent data to the wrong email address?
It is important that you send your data to the correct email address as you may put your data at risk. You will receive confirmation by email that you have submitted your data. If you do not receive a confirmation, it is likely that you have sent your data to the wrong email address. If so, you will need to resubmit to the following encrypted mailbox: AIFMD-Depositaries@fca.org.uk using our PGP key.
What is an Article 36 custodian of a non-EEA AIF?
A full-scope UK AIFM that wants to market a non-EEA AIF that it manages to UK investors, using the national private placement regime, must appoint one or more entities to carry out the duties in Article 21(7) to (9) AIFMD. These duties are the cash monitoring, safekeeping and oversight duties and each entity that performs them is referred to as an Article 36 custodian in the AIFMD UK Regulation.
Does an Article 36 custodian require a Part 4A permission for acting as depositary of an AIF?
Yes, if the Article 36 custodian carries on the duties in the UK. This applies even if the Article 36 custodian carries out only one of the duties in Article 21(7) to (9) (cash monitoring, safekeeping and oversight).
Please note that we have 6 months in which to determine these applications so you should keep this timeline in mind when submitting your application.
As an Article 36 custodian, can we only carry out safeguarding of financial instruments (Article 21(8)(a)) and not ownership verification of other assets (Article 21(8)(b))?
Yes, this is permitted. In this case the firm would still require a Part 4A permission for acting as depositary of an AIF. However, 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.
Do prime brokers acting for funds based outside the EEA need to do anything in order to continue their existing activities?
Yes. We would generally expect a prime broker acting for non-EEA AIFs to be performing at least the activity of safe-keeping of financial instruments (as set out in Article 21(8)(a) of the Directive) for those AIFs, and as such it would be considered an Article 36 custodian as defined in regulation 57(5)(a) of the AIFMD UK Regulation. Article 36 custodians require a Part 4A permission for acting as depositary of an AIF.
My firm is the UK branch of an EEA firm and we will be acting as a depositary for clients undertaking at least one of the activities listed in Qs 2.4 - 2.7 of the VoP form - do we need to apply to the FCA for a depositary permission?
Yes, you will require 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; firms wishing to undertake these activities in the UK will require a UK permission from the FCA (and PRA where relevant). EEA firms with a UK branch are required to apply for a 'top-up' permission using the forms on this webpage.
Submitting data securely
Please submit your completed application to: Authsubmissions@fca.org.uk
The subject line of the email should contain your full firm name followed by the words ‘AIFMD Depositary Application’ e.g. ‘XYZ Group AIFMD Depositary Application’.
You must send your data encrypted, by using either our PGP Key (preferable) or 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).
If you have any queries regarding the secure submission of your data please contact us, including 'AIFMD' in the subject line.