S.L. 370.32 Art. 23Delegation.

(1) The depositary shall not delegate to third parties the functions referred to in regulations 19 and 20.

(2) The depositary may delegate to third parties the functions referred to in regulation 21(1) only where:

(a) the tasks are not delegated with the intention of avoiding the requirements prescribed in these regulations and in the applicable Investment Services Rules;

(b) the depositary can demonstrate that there is an objective reason for delegation; and

(c) the depositary has exercised due skill, care and diligence in the selection and appointment of any third party to whom it intends to delegate parts of its tasks, except where such third party is a central securities depository acting in the capacity of an investor CSD as defined in the delegated act adopted pursuant to Articles 29(3) and 48(10) of Regulation (EU) No 909/2014, and continues to exercise all due skill, care and diligence in the periodic review and ongoing monitoring of any third party to which it has delegated parts of its tasks and of the arrangements of the third party in respect of the matters delegated to it.

(3) The functions referred to in regulation 21(1), may be delegated by the depositary to a third party only where that third party at all times during the performance of the tasks delegated to it:

(a) has structures and expertise that are adequate and proportionate to the nature and complexity of the assets of the UCITS or the UCITS management company acting on behalf of the UCITS which have been entrusted to it;

(b) for the custody tasks referred to in regulation 21(1)(a), is subject to:

(i) effective prudential regulation, including minimum capital requirements and supervision in the jurisdiction concerned; and

(ii) an external periodic audit to ensure that the financial instruments are in its possession;

(c) segregates the assets of the clients of the depositary from its own assets and from the assets of the depositary in such a way that they can, at any time, be clearly identified as belonging to clients of a particular depositary;

(d) takes all necessary steps to ensure that in the event of insolvency of the third party, assets of a UCITS held by the third party in custody are unavailable for distribution among, or realisation for the benefit of, creditors of the third party; and

(e) complies with the general obligations and prohibitions prescribed in regulations 5, 21(1), 18 and 22.

(4) Notwithstanding the provisions of sub-regulation (3)(b)(i), where the law of a third country requires that certain financial instruments be held in custody by a local entity and no local entities satisfy the delegation requirements laid down in that point, the depositary may delegate its functions to such a local entity only to the extent required by the law of that third country, only for as long as there are no local entities that satisfy the delegation requirements and only where:

(a) the investors of the relevant UCITS are duly informed, prior to their investment, of the fact that such a delegation is required due to legal constraints in the law of the third country, of the circumstances justifying the delegation and of the risks involved in such a delegation;

(b) the UCITS, or the UCITS management company on behalf of the UCITS, has instructed the depositary to delegate the custody of such financial instruments to such a local entity.

(5) The third party may in turn sub-delegate the functions referred to in sub-regulation (3) subject to the same requirements. In such a case, the provisions of regulation 24(4) shall apply to the relevant parties. mutatis mutandis

(6) For the purposes of this regulation, the provision of services by a central securities depository acting in the capacity of an issuer CSD as defined in the delegated act adopted pursuant to Articles 29(3) and 48(10) of Regulation (EU) No 909/2014 shall not be considered a delegation of the depositary’s depositary functions, and the provision of services by a central securities depository acting in the capacity of an investor CSD as defined in such delegated act shall be considered a delegation of the depositary’s depositary functions.