Definitions

AEGON

AEGON Levensverzekering N.V., a public company under the laws of the Netherlands with its registered office in The Hague and its principal offices at AEGONplein 50, 2591 TV The Hague, the Netherlands.

AIFMD

The Alternative Investment Fund Managers Directive. (Directive 2011/61/EU of the European Parliament).

AFM

The Dutch Authority for the Financial Markets (AFM). The AFM has been responsible for supervising the operation of the financial markets since 1 March 2002.

Amvest

Amvest Vastgoed B.V. or any of its subsidiaries (Amvest Development B.V., Amvest Management B.V., Amvest RDF Custodian B.V., Amvest RDF Management B.V.), all private limited liability companies (besloten vennootschap met beperkte aansprakelijkheid) under the laws of the Netherlands with its principal offices at Zeeburgerkade 1184, 1019 VK Amsterdam, the Netherlands.

Amvest Development Fund B.V.

The development company of Amvest (also see Amvest).

Amvest Management B.V.

The Fund Services Provider (also see Fund Services Agreement).

Amvest LCF Custodian B.V.

The Custodian of the AL&C Fund. The key responsibility of the Custodian is to hold and dispose of legal title to all assets at the Investors’ risk and expense. The Custodian will do so on the instructions of the Fund Manager, but will not engage actively in the management of the AL&C Fund.

Amvest Living and Care Fund (AL&C Fund)

The investment fund or fund for joint account (FGR), Amvest LCF Custodian B.V. and Amvest REIM B.V. The FGR holds the economic ownership of the portfolio. Amvest LCF Custodian B.V. is the legal owner of the portfolio and Amvest REIM B.V. is the Fund Manager.

Amvest REIM B.V.

The AIFMD licensed Fund Manager of the AL&C Fund (as at 23 January 2019).

Asset management

The management of all properties and real estate items at property level in accordance with the AL&C Fund’s strategy.

Auditor

KPMG Accountants N.V. or such other registered auditor or other expert as referred to in Article 2:393, sub-section 1 of the Netherlands Civil Code as appointed from time to time by the Fund Manager subject to the approval of the Advisory Board.

BAR/NAR-method (yield method)

The appraisal method based on:

cash flow estimated based on market rent;
deductible items for market-level owners charges;
value appraisal, through capitalisation of expected cash flows (this is possible based on the gross initial yield or net initial yield of comparable transactions);
correcting entries for, among other things, initial vacancy and for the present value of the difference between actual rent and market rent, overdue maintenance, potential future renovations, buyout of ground lease, etc.

Capital gains/losses

Profit (or loss) that results from investments in a capital asset, such as stocks, bonds or real estate, which exceeds (or are less than) the purchase price.

CBS

Het Centraal Bureau voor de Statistiek; the Dutch statistics agency (Statistics Netherlands) that provides statistical information for the government, the industry and science.

Cornerstone Investor

Means each of AEGON Levensverzekering N.V. and Stichting Depositary PGGM Private Real Estate Fund, in its capacity as title holder of PGGM Private Real Estate Fund, and /or, as required by the context, the feeder entity or entities through which hold their Units.

Custodian

Also see Amvest LCF Custodian B.V.

Customer Due Diligence

Customer Due Diligence (CDD) is an important part of ‘knowing your customer’. CDD is executed for new as well as existing customers/relations. Important questions with regard to a (potential) customer:

financial position;
overview of business activities;
integrity issues (if any);
ultimate beneficial ownership (in some cases).

DCF calculation

DCF calculation is an acronym for Discounted Cash Flow calculation, whereby all future cash flows are estimated at a given rate of return and discounted to give their present value.

Depositary

Also see Intertrust Depositary Services.

Direct yield/result

Yield/result from rental income of the letting portfolio.

Divestment, Disposition

Any sale of property by the AL&C Fund.

Dividend yield

The dividend yield is the AL&C Fund’s total annual dividend payments divided by the INREV NAV as at the first day of the year (1 January).

Euro (EUR)

The euro, the single currency of the participating Member States of the European Union.

FGR

Fund for joint account (fonds voor gemene rekening) under the laws of the Netherlands.

FMSA

The Dutch Financial Markets Supervision Act (Wet op het financieel toezicht, Wft).

Fund Manager

Also see Amvest LCF Management B.V./Amvest REIM B.V.

Fund Services Agreement

Agreement between Amvest Management B.V. and Amvest LCF Management B.V./Amvest REIM B.V. (the Fund Manager) under the terms of which Amvest Management B.V. provides back office services to the AL&C Fund.

GRESB

The Global Real Estate Sustainability Benchmark (GRESB) is an industry-led organisation committed to rigorous and independent evaluation of real estate portfolios. GRESB works in tandem with institutional investors and their fund managers to identify and implement sustainability and best practices in order to enhance and protect shareholder value.

Gross Initial Yield

The gross initial yield (GIY) is the passing rent divided by the gross property value.

IFRS

International Financial Reporting Standards.

Inspectie voor de Gezondheidszorg en Jeugd (IGJ)

The Inspectie voor de Gezondheidszorg en Jeugd is a Dutch government agency based in Utrecht. It is part of the Ministry of Health, Welfare and Sport. The Inspectorate supervises the quality of care, medical products and youth care. Yearly it reports on the healthcare locations which are under increased supervision.

Income return

Net result excluding the capital gains/losses on investments.

Indirect yield/result

Yield/result from movements in the value of the portfolio.

INREV

European Association for Investors in Non-listed Real Estate Vehicles. The INREV’s stated goal is to improve the accessibility of non-listed real estate funds by promoting greater transparency, accessibility, professionalism and standards of best practice. As a pan-European body, it represents a platform for the sharing and dissemination of knowledge on the non-listed real estate fund market.

INREV Guidelines

The INREV Guidelines adopted by the European Association for Investors in Non-listed Real Estate Vehicles (INREV) as published in December 2008 and revised in 2014.

INREV NAV

Net Asset Value as determined in accordance with the INREV Guidelines.

Intertrust Depositary Services B.V.

The depositary of the AL&C Fund which acts (following the AIFM Directive) as independent depositary as defined in section 1:1 of the FMSA for the benefit of the Investors.

Main responsibilities:

safeguard or otherwise verify ownership of assets;
monitor cash flows;
perform overall oversight (risk assessment, investor transactions, commitments and distributions, valuation, legal and fund compliance, outsourcing).

Investment

Any investment made by the AL&C Fund, including, but not limited to, direct or indirect investments in properties and real estate items, bonds, notes, debentures, loans and other debt instruments, shares, convertible securities and other securities, interests in public or private companies and other assets.

Investor

A person who, as a participant, is subject to the Terms and Conditions and participates in the AL&C Fund in accordance with the Terms and Conditions.

ISAE 3402

3402 of the International Standard on Assurance Engagements of the International Auditing and Assurance Standards Board of the International Federation of Accountants. This is an attestation procedure for assessing service organisations’ compliance with process controls and IT.

IVBN

The Dutch association of institutional real estate investors.

Launching Investors

AEGON and PfZW and/or, as required by the context, the feeder entity or entities through which they hold their respective interests in the AL&C Fund.

Leveraged/unleveraged

Leverage (sometimes referred to as ‘gearing’) is a general term for any technique to multiply gains and losses. Common ways to attain leverage are borrowing money, buying fixed assets and using derivatives.

Management Fee

The fixed part of the fee payable by the AL&C Fund to the Fund Manager as remuneration for its management of the AL&C Fund.

MSCI-INDEX

The MSCI property index (formerly known as IPD/ROZ property index) measures the returns on real estate properties and property portfolios.

NAV

The Net Asset Value used to describe the value of an entity’s assets less the value of its liabilities.

Net proceeds

Total rental income, realisation proceeds and other direct and indirect investment proceeds and all other income and proceeds of the AL&C Fund, net of taxes, fees, costs and other charges to be borne by the AL&C Fund, and after payment of or making reasonable reservation for any obligations and liabilities of the AL&C Fund.

NEPROM

The Dutch association of real estate developers.

Patiëntenfederatie Nederland

The Patiëntenfederatie Nederland does research on resident satisfaction within the Living & Care properties. In their research the focus is on resident satisfaction in total, with the underlying topics accommodation, employees, listening, nursing, appointments and quality of living.

PfZW

An acronym for Stichting Pensioenfonds Zorg en Welzijn; the pension fund for healthcare and social welfare sectors.

Portfolio management

The management and monitoring of real estate assets and property investments of the portfolio.

Portfolio Plan

The AL&C Fund’s annual strategic investment plan.

Portfolio value

Total gross value of the AL&C Fund’s investment portfolio.

Realised capital gains on investments

Also see ‘realised indirect return’.

Realised indirect yield/return

Yield/return from book profits following divestments.

REER

Real Estate Expense Ratio as determined in accordance with the INREV Guidelines.

RoFR (Right of First Refusal) Agreement

The AL&C Fund has a Right of First Refusal (RoFR) agreement with Amvest Development Fund B.V. This means that all rental homes developed by Amvest Development Fund B.V. must first be offered to the AL&C Fund, which has the right to acquire them on arm’s length conditions.

Set-up costs

Any costs incurred in connection with the formation of the AL&C Fund, including promotion, establishment, legal, and closing costs of the AL&C Fund, professional and consulting fees, research costs and printing costs.

TER

Total Expense Ratio as determined in accordance with the INREV Guidelines.

Terms and Conditions

The terms and conditions of the AL&C Fund.

Unrealised capital gains on investments

Also see unrealised indirect return.

Unrealised indirect yield/return

Yield/return from unrealised movements in the value of the portfolio.

Wft

Also see FMSA.