Vesteda has the legal structure shown below, as set out in the fund’s Terms and Conditions.
Vesteda legal structure
Vesteda Residential Fund
Vesteda is a mutual fund for the joint account of the participants. Investors may join the fund by taking an interest in the fund. The fund is transparent for tax purposes. For this reason, participants can participate in Vesteda via an entity with its own legal and fiscal structure. Participants always join or exit the fund through the fund manager: Vesteda Investment Management B.V. The rights and obligations of the manager, the Supervisory Committee and the participants are set out in the fund’s Terms and Conditions.
Participants’ rights and obligations in respect of the fund manager, Vesteda Project Development B.V. and Vesteda Finance B.V., are exercised through Stichting Administratiekantoor Vesteda (StAK Vesteda). Participants are granted a power of attorney to attend and exercise voting rights in the general meeting of shareholders of these three companies by StAK Vesteda at their request.
Vesteda Investment Management B.V. (the manager)
The fund Terms and Conditions instruct the manager to manage the fund under the conditions specified therein. The manager is responsible for day-to-day operations and implementation of the strategy. The Managing Board and the staff are employed by the manager.
Vesteda Finance B.V. and Vesteda Project Development B.V.
Vesteda Finance B.V. will undertake Vesteda’s unsecured financing activities on behalf of the fund. Vesteda Project Development B.V. is responsible for development projects in the committed pipeline and certain selected acquisition projects.
The custodians are the legal owners of the property of the fund, while the fund is the beneficial owner. It is possible to reallocate individual properties to the various custodians for financing purposes in a tax neutral manner, making it possible to finance the fund flexibly, if desired, by allocating collateral to one of the custodians. The reason why Vesteda has divided these assets over five custodians, is because in the past Vesteda had secured financings in place and it was required that these financings were ring-fenced into separate legal entities. Vesteda now only has senior unsecured financing in place via Vesteda Finance B.V. (“Vesteda Finance”) as the obligor and therefore there is no need any more to have these assets divided over five custodians. In addition, having five custodians in place implies a certain administrative burden that Vesteda would like to eliminate. Therefore, the manager is planning to merge the five entities into one company in the course of 2019.