A depository of an  undertaking  for  collective  investment  in  transferable securities (UCITS) must either have its registered office in the same EU country as that of the undertaking or be established in  the  EU  country  if  its  registered  office  is  in  another  EU country (Directive 85/611/EEC). Dutch "investment institution managers" must have their head office in the Netherlands (Directive 2011/61/EU). A UCITS manager must have its registered office in an EU Member State.
"Article 1:1
In this Act and the provisions based on it, unless otherwise stated, the following definitions apply: […]
Dutch investment institution manager : investment institution manager, which manager:
a. has its registered office in the Netherlands;
b. has a license as referred to in Section 2:65 and has its registered office in a state, not being a Member State, which has not been designated by our Minister pursuant to Section 2:66 ; or
c. has designated the Netherlands as the reference Member State in accordance with Section 2:69a ;
[…]
Article 2:3g
1 It is prohibited to conduct the business of custodian in the Netherlands without a license granted for that purpose by the Netherlands Authority for the Financial Markets.
[...]
Article 2:3i
1 The Netherlands Authority for the Financial Markets grants a license to conduct the business of custodian on application if the applicant demonstrates that the provisions pursuant to:
a. Article 4:9, first paragraph, with regard to the suitability and professional competence of the persons referred to in that article;
b. Article 4:10 with regard to the reliability of the persons referred to in that Article;
c. Article 4:11, first and third paragraph, with regard to the policy with regard to sound business conduct;
d.Article 4:13 with regard to the control structure;
e.Article 4:14(1) and (2)(a) and (b) with regard to the organization of business operations; and
f. Section 3:53(1) and (3) with regard to the minimum equity capital.
[...]
Section 2.2.7. Managing and offering units of investment institutions and UCITS
§ 2.2.7.1. Licensing obligation and requirements for offering units in and managing investment institutions
[...]
Article 2:65
It is prohibited to manage a Dutch investment institution or to offer units in an investment institution in the Netherlands or to manage an investment institution or to offer units in an investment institution as the Dutch manager of an investment institution:
a. without the manager of the investment institution having a license to manage investment institutions granted by the Netherlands Authority for the Financial Markets; or
b. if it concerns an investment company that does not have a separate manager, without the investment company having a license granted by the Netherlands Authority for the Financial Markets.
Article 2:66 
1 Article 2:65 does not apply to the offering of units in an investment institution or the management of a Dutch investment institution by a manager of an investment institution having its registered office in a state to be designated by Our Minister, if Article 2: 73. [...]
3 Article 2:65 does not apply to foreign managers of investment institutions having their registered office in another Member State if Article 2:70, first and, if applicable, second paragraph has been complied with.
4 Section 2:65 does not apply to foreign managers of investment institutions having their registered office in a state that is not a Member State if these managers have another Member State as reference Member State and Article 2:70a(1) and, if applicable, Article 2:70a , third paragraph, has been met.
5 Article 2:65 does not apply to a foreign manager of an investment institution which manager has its registered office in another Member State, if Article 2:70a, second paragraph, and, if applicable, Article 2:70a, third paragraph, has been complied with.
Article 2:67
1 The Netherlands Authority for the Financial Markets will grant a license as referred to in Section 2:65, opening words and under a, upon application if the applicant demonstrates that the provisions pursuant to: [...]
f. Article 4:37c, first paragraph, with regard to the legal form of the manager;
[...]
Article 4:37c
1 An investment institution manager is a legal person.
2 A Dutch manager of an investment institution as referred to in part a of the definition of a Dutch manager of an investment institution in Article 1:1 , has its head office in the Netherlands. […]
11 If the manager is a manager as referred to in subsection c of the definition of a Dutch manager of an investment institution in Article 1:1, the Netherlands Authority for the Financial Markets will share with the European Securities and Markets Authority and, if applicable, the supervisory authority of the Member State. of the investment institution's origin also that the manager may offer the units in the investment institution in the Netherlands.
12 If the manager is a manager as referred to in subsection c of the definition of a Dutch manager of an investment institution in Article 1:1, and the Netherlands Authority for the Financial Markets agrees to a change in the information referred to in the sixth paragraph, it shall notify this without delay. to the European Securities and Markets Authority, if the amendment relates to the termination of the offering of units and investment funds or the intention to offer units in other investment funds.
[...]
§ 4.3.1.4.c. Units of a UCITS 
Article 4:38 
1 This paragraph, with the exception of Articles 4:53, opening words and part b, and 4:62, does not apply to fund managers having their registered office in another Member State which, through the provision of services, constitute undertakings for collective investment in securities having their registered office in the Netherlands. manage or offer units of participation in undertakings for collective investment in securities in the Netherlands, undertakings for collective investment in securities having their registered office in another Member State and any custodians associated with these institutions.
2 This paragraph, with the exception of Articles 4:53, opening words and part b, 4:59a to 4:59e and 4:62, does not apply to administrators having their registered office in another Member State who operate from a branch office located in the Netherlands. manage UCITS with registered office in the Netherlands or offer units in UCITS in the Netherlands.
[...]
Article 4:42
A UCITS manager is a legal person.
[...]
Article 4:59
A UCITS manager has its registered office in a Member State.
[...]
§ 4.3.1.4e. Custodians
Article 4:62l
This paragraph does not apply to:
a. managers of a UCITS with registered office in another Member State that do not manage UCITS with registered office in the Netherlands, UCITS with registered office in another Member State and the custodians associated with those UCITS;
b. managers of an investment institution with its registered office in another Member State who do not manage investment institutions with its registered office in the Netherlands, investment institutions with its registered office in another Member State and any custodians associated with those investment institutions;
c. managers of investment institutions with their registered office in a designated state that do not manage investment institutions with their registered office in the Netherlands, and investment institutions with their registered office in a designated state and the custodians associated with those investment institutions.
[...]
Article 4:62n
A manager of an investment institution or a manager of a UCITS appoints as custodian:
a. a legal person with a license pursuant to Section 2:3g;
b.a bank with its registered office in a Member State and with a license as referred to in Article 8 of the Capital Requirements Directive;
c. an investment firm with its registered office in a Member State and with a license as referred to in Article 5 of the Markets in Financial Instruments Directive and which complies with Article 2:3g, second paragraph, under b; or
d. a custodian exempted by ministerial regulation of Section 2:3g(1).[...]" (Financial Supervision Act of 28 September 2006; last amended 01-07-2021; Articles 1:1, 2:3g, 2:3i, 2:65, 2:66, 2:67, 4:37c, 4:38, 4:42, 4:59, 4:62l and 4:62n [google translation])
Financial Supervision Act of 28 September 2006; last amended 01-07-2021; Articles 1:1, 2:3g, 2:3i, 2:65, 2:66, 2:67, 4:37c, 4:38, 4:42, 4:59, 4:62l and 4:62n
Directive 2009/65/EC of the European Parliament and of the Council of 13 July 2009 on the coordination of laws, regulations and administrative provisions relating to undertakings for collective investment in transferable securities (UCITS), Article 23
Directive 2011/61/EU of the European Parliament and of the Council of 8 June 2011 on Alternative Investment Fund Managers and amending Directives 2003/41/EC and 2009/65/EC and Regulations (EC) No 1060/2009 and (EU) No 1095/2010
[<a href="https://wetten.overheid.nl/BWBR0020368/2021-07-01">Act</a>],[<a href="https://eur-lex.europa.eu/legal-content/EN/ALL/?uri=CELEX%3A32009L0065">Directive</a>],[<a href="https://eur-lex.europa.eu/legal-content/EN/TXT/?uri=CELEX%3A02011L0061-20190113">Directive</a>]