Structure and governance

Structure

The AL&C Fund is structured as a fund for joint account (fonds voor gemene rekening) and, effective 1 April 2025, (formally) qualifies as open-ended. The legal title to the Fund assets is held by the fund's custodian, Amvest LCF Custodian B.V., and the economic title to the Fund assets is held by the investors pro rata to their investment. Amvest REIM B.V. is the Fund Manager of the AL&C Fund.

The AL&C Fund maintained its transparent status for Dutch tax purposes.

Figure 7: Fund structure*

* As of 1 January 2026 the sole shareholder of Amvest Vastgoed B.V. is Stichting Pensioenfonds Zorg en Welzijn

Term, Investors and units

The initial closing of the AL&C Fund took place on 31 December 2013. Until 1 April 2025, the AL&C Fund had two (Founding) Investors, AEGON and PfZW. Effective 1 April 2025, under new/amended Terms & Conditions, the AL&C Fund welcomed three new Investors who committed a combined total of €250 million, whereby PfZW shall maintain its 50% interest in the AL&C Fund. The AL&C Fund has a long-term horizon with an indefinite term. In 2025, 17,504 units were issued amounting to €240 million. As of 31 December 2025, the AL&C Fund has five Investors and €260 million of undrawn commitments.

Partnership with Amvest Development

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

The AL&C Fund has Right of First Refusal (RoFR) agreements with AD. This means that AD has the obligation to offer all residential-related care properties developed by AD to the AL&C Fund. This grants 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. As of 1 January 2026, PfZW became the sole shareholder of Amvest Vastgoed B.V., which is the sole shareholder of the Fund Manager. Therefore, the existing RoFR agreement was terminated, and new RoFR Agreements were entered into on the same date.

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

Fund management and governance

Subject to the Investment Objectives, the Investment Strategy and the Investment Restrictions as laid down in the Terms and Conditions of the AL&C Fund, the Fund Manager may invest in any eligible assets and assume eligible obligations for the AL&C Fund. The authorities and responsibilities of the Fund Manager, the Custodian, the Investors and the Advisory Board are set out in the AL&C Fund’s fund documents, which include the Terms and Conditions, the Private Placement Memorandum and the Portfolio Plan. These documents, amongst others, describe the parameters within which Amvest REIM B.V. is authorised to act as a Fund Manager.

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

The Advisory Board, consisting of three representatives of certain Investors, plays a key role. Its duties include amongst others approving certain Investments, certain conflict of interest situations and the Portfolio Plan.

In accordance with the Terms and Conditions, the Advisory Board should meet at least three times per year, and the Investors should meet at least two times per year. In 2025, the Advisory Board formally met four times in 2025 and the Investors twice.