Structure and governance

Structure

Amvest Residential Core Fund is structured as fund for joint account (fonds voor gemene rekening), has a broad institutional investor base and qualifies as open ended. The legal title to the fund assets is held by the fund's custodian, Amvest RCF 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 ARC Fund . The ARC Fund is transparent for tax purposes.

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 2024, no equity commitments for the ARC Fund were called, while EUR 91 million of capital was redeemed. As of 31 December 2024, the ARC Fund has 23 investors and 86,321 units issued.  

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 ARC Fund, the Fund Manager may invest in any eligible assets and assume eligible obligations for the ARC Fund. The authorities and responsibilities of the Fund Manager, the Custodian, the Investors, the Advisory Board and the Investment Committee are set out in the ARC Fund’s fund documents: the Private Placement Memorandum, the Terms and Conditions, and the Portfolio Plan. These documents amongst others describe the parameters within which Amvest REIM B.V. is authorised to act as Fund Manager. 

The Fund’s governance structure guarantees reliable, efficient, and professional advice and supervision by residential real estate experts and investors. The Fund Manager is responsible for both the overall portfolio and risk management of the ARC Fund.

Investment Committee

The ARC Fund has an Investment Committee comprising of three independent experts in the field of the Dutch residential properties markets, one with expertise in development, one with expertise in investment management and one with expertise the Dutch residential market. All members of the Investment Committee will, subject to the prior approval of the Advisory Board, in principle be appointed by the Fund Manager for a period of four years. The Fund Manager will seek, as applicable, advice or approval from the Investment Committee for matters as specified in the Terms and Conditions, such as but not limited to investments and divestments that meet certain criteria and the Portfolio Plan. The Investment Committee and the Fund Manager held three formal meetings in 2024. Furthermore, in 2024, several informal meetings were held regarding the strategic recalibration of the ARC Fund.

Advisory Board

The ARC Fund has an Advisory Board comprising five representatives of certain Investors. The Fund Manager will seek, as applicable, evaluation, advice or approval from the Advisory Board for matters as specified in the Terms and Conditions, such as but not limited to conflicts of interest situations, investments and divestments that meet certain criteria and the Portfolio Plan. The Advisory Board held three formal meetings in 2024.

The ARC Fund also held several ad-hoc meetings with both the Investment Committee and the Advisory Board amongst others with regard to the strategic recalibration of the ARC Fund .

Investor Meeting

The Portfolio Plan for the period 2025-2027 was approved by the Investor Meeting in December 2024. Two regular Investor Meetings were held in 2024, one in May and one in December.

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 some 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 .