Structure and governance

Structure

Amvest Residential Core Fund is structured as a (semi) open fiscally transparent fund for joint account (FGR) with a broad institutional investor base. As such, 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 and Amvest RCF Custodian B.V. is the custodian.

Figure 25: Fund structure

Term, investors, units

The initial closing of the ARC Fund took place on 17 January 2012, initially with a 10-year term. 

After closing, the ARC Fund was opened to new institutional investors, alongside the Cornerstone Investors AEGON and PfZW. In 2022, the 22 investors in the ARC Fund unanimously resolved to convert the ARC Fund from a limited-term to an indefinite-term fund. The new evergreen fund structure has come into effect on 1 January 2023.

During 2023, EUR 120 million of remaining undrawn equity commitments for the ARC Fund were called, while EUR 39 million of capital was redeemed. As of 31 December 2023, the ARC Fund has 22 investors and 88,638 units issued.  

Fund management and governance

The authorities and responsibilities of the ARC Fund are set out in the ARC Fund’s fund documents: the Private Placement Memorandum 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 and divestment 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 ARC Fund.

Investment Committee

The Fund Manager will seek advice or approval from the Investment Committee for specific decisions specified in the Terms and Conditions. This includes the development of the Portfolio Plan and decisions regarding larger acquisitions and sales. The Investment Committee consists of three independent members with expertise in development, investment management, and the Dutch residential market. The Investment Committee and the Fund Manager held four formal meetings in 2023. 

Advisory Board

The Advisory Board monitors the handling of conflicts of interest, approves risk management policies and appoints members of the Investment Committee. The Advisory Board held four formal meetings in 2023.

The ARC Fund also held several ad-hoc meetings with both the Investment Committee and the Advisory Board to discuss the Fund’s performance, the outlook with regards to the impact of proposed rent regulation,  as well as an investment proposal.

Investor Meeting

As of 1 January 2023, the Portfolio Plan of the ARC Fund is submitted to the Investor Meeting for approval. Two regular Investor Meetings were held in May and December 2023. The Portfolio Plan for the period 2024-2026 was approved by the Investor Meeting in December 2023.

Partnership with ADF

ADF is one of the leading property developers in the Dutch residential market. ADF has extensive experience with integrated area development and complex co-development projects. Its expertise and links with long- term investment funds like the ARC Fund make ADF an attractive development partner for municipalities and public-private partnerships.

The ARC Fund has a rotating RoFR agreement with ADF. This means that ADF has the obligation to offer all residential rental homes developed by ADF to the ARC Fund and the Separate Accounts managed by Amvest on a rotating basis. This grants the ARC Fund the first right to acquire 50% of residential rental homes which are developed by ADF and are in line with the ARC Fund investment strategy, on arm’s length conditions. The rotating RoFR agreement expires on January 1, 2028 .