Third Party Custody Agreement Template for England and Wales

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Key Requirements PROMPT example:

Third Party Custody Agreement

"I need a Third Party Custody Agreement for a UK-based investment fund where we're appointing Deutsche Bank as custodian, with specific provisions for foreign securities and daily reporting requirements, to be effective from March 2025."

Document background
A Third Party Custody Agreement becomes necessary when assets need to be held by a custodian while recognizing the rights or interests of a third party. This arrangement is common in secured lending, investment management, and collateral arrangements under English and Welsh law. The agreement details the custodian's obligations, asset segregation requirements, reporting duties, and the rights of all parties involved. It must comply with FCA regulations and includes specific provisions for asset protection, operational procedures, and termination conditions.
Suggested Sections

1. Parties: Identification of custodian, client, and third party

2. Background: Context and purpose of the custody arrangement

3. Definitions: Key terms used throughout the agreement

4. Appointment and Authority: Formal appointment of custodian and scope of authority

5. Custody Obligations: Core duties of the custodian regarding asset safekeeping

6. Segregation of Assets: Requirements for keeping client assets separate

7. Fees and Charges: Payment terms for custody services

8. Termination: Conditions and process for ending the agreement

Optional Sections

1. Sub-Custodian Arrangements: Terms for delegation to sub-custodians when such arrangements are anticipated

2. Foreign Securities: Specific provisions for handling non-UK assets when dealing with international securities

3. Corporate Actions: Procedures for handling corporate events when custody includes equity securities

Suggested Schedules

1. Fee Schedule: Detailed breakdown of custody fees and charges

2. Service Level Agreement: Specific performance metrics and standards

3. Eligible Assets Schedule: List of asset types covered by the agreement

4. Operating Procedures: Detailed operational processes and requirements

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

Relevant legal definitions
Industries

Financial Services and Markets Act 2000: Primary legislation governing financial services regulation in the UK, particularly relevant for regulated custody services and requirements for authorization

Financial Services Act 2012: Updates to the regulatory framework and provisions affecting custody arrangements in the UK financial services sector

Companies Act 2006: Key legislation covering corporate governance requirements and record-keeping obligations for companies in England and Wales

FCA Client Assets Sourcebook (CASS): Regulatory rulebook containing detailed requirements for segregation of client assets, record keeping, reconciliation requirements, and due diligence obligations

FCA/PRA Handbooks: Regulatory handbooks containing conduct of business rules and systems and controls requirements for financial institutions

Trust Law: Common law principles governing trust structures, which are fundamental to custody arrangements

Property Law: Legal framework governing rights and interests in securities and transfer of title

Insolvency Act 1986: Legislation governing client asset protection in insolvency scenarios and priority rules

Money Laundering Regulations 2017: Regulations setting out due diligence requirements and reporting obligations for financial institutions

Retained EU Law: Post-Brexit retained EU regulations including MIFID II provisions and EMIR requirements applicable to custody services

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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