Structure and governance

Structure

The AL&C Fund is structured as a closed-end fiscally transparent fund for joint account (FGR) with the Launching Investors AEGON and PfZW as the only two Investors. Amvest REIM B.V. (Amvest) is the Fund Manager and Amvest LCF Custodian B.V. is the custodian.

Figure 7: Fund structure

Term, investors, units

The initial closing of the AL&C Fund took place on 31 December 2013. The AL&C Fund has a long-term horizon with an indefinite term. The first evaluation is set to occur before 1 January 2025. During 2022, one of the investors increased its commitment by EUR 250 million to a total of EUR 500 million. As a consequence, the Terms and Conditions were amended as agreed by the Investors and the Fund Manager. The effective date of the amended Terms and Conditions is subject to approval by the financial regulator AFM and the tax authorities. In 2022, 4,206 units were issued amounting to EUR 57 million. As of 31 December 2022, the AL&C Fund has two Investors (AEGON and PfZW) and EUR 378.8 million of undrawn commitments.

Partnership with Amvest Development Fund B.V.

Amvest Development Fund B.V. (ADF) is one of the leading property developers in the Dutch residential market. The company has extensive experience with integrated area development and complex co-development projects. Its experience and cooperation with long-term investment funds like the AL&C Fund makes ADF a partner of interest to public authorities and public-private partnerships.

The AL&C Fund has a Right of First Refusal (RoFR) agreement with ADF. This means that ADF has the obligation to offer all residential-related care properties developed by ADF to the AL&C Fund, granting the AL&C Fund the right to acquire residential rental care homes, in line with the AL&C Fund investment strategy, on arm’s length conditions. The RoFR agreement will be updated in line with the amended Terms and Conditions. The new RoFR agreement is expected to be finalised in 2023. The current RoFR agreement expires on January 1, 2025.

The partnership with ADF is strategically beneficial because it provides the AL&C Fund with access to a high-quality pipeline of properties. ADF’s extensive knowledge of (rental) markets is the basis for developing high-quality properties for care operators as tenants.

Fund management and governance

The authorities and responsibilities of the AL&C Fund are set out in the AL&C Fund’s fund documents, including the Terms and Conditions, the Fund Services Agreement, and the Portfolio Plan. These documents describe the parameters within which Amvest is authorised to act as a Fund Manager. These parameters include the annual investment volume, required returns for new investments, and annual budgets.

The Fund’s governance structure guarantees reliable, efficient, and professional advice and supervision by property experts and investors. The Fund Manager is responsible for both the overall portfolio and risk management of the AL&C Fund.

The Advisory Board, consisting of representatives of both Launching Investors, plays a key role. Its duties include supervising the handling of conflicts of interest and approving the Portfolio Plan.

The Advisory Board met four times in 2022 while two Investors’ Meetings were held in 2022.