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.

The Investors and the Fund Manager have agreed to maintain the fiscally transparent status of the AL&C Fund. Due to changes in relevant tax legislation, this entails implementation of certain amendments in 2025 to the Terms & Conditions of the AL&C Fund.

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 next evaluation meeting is set to occur before 1 October 2026. Discussions were initiated in 2024 to open the Fund for new investors and to, in connection therewith, amend the Terms & Conditions of the Fund. In 2024, 1,108 units were issued amounting to €15 million. As of 31 December 2024, the AL&C Fund has two Investors (AEGON and PfZW) and €250 million of undrawn commitments.

Discussions have taken place in 2024 to open the Fund for new investors and to, in connection therewith, amend the Terms & Conditions of the Fund. These amendments shall include amendments to maintain the fiscally transparent status of the AL&C Fund, following changes in Dutch tax legislation.

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 has been extended, and the agreement expires on 1 January 2028.

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

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. 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 2024 while two Investors’ Meetings were held in 2024.