I This document constitutes the base prospectus of ... - Volksbank AG

new Compartment and issue Securities through said Compartment, as well as to acquire Main Compartment Assets
and enter (where applicable) into a Derivative Agreement in respect thereof, VBAG shall be deemed to have been
authorised and given the power to act on behalf of the Compartment of LEVADE by having been given notice of
the LEVADE's board of directors resolution. In particular, the Manager shall have the power to accede, on behalf
of the Compartment of LEVADE, to the Management Agreement, and to enter, on behalf of such Compartment,
into the Security Subscription and Main Compartment Asset Purchase Agreement, the Agency Agreement, the Cash
Management Agreement, the Account and Main Compartment Asset Custody Agreement, the Derivative Agreement
and any other agreement as may be necessary for the purpose of the business of the Compartment, with either
one or more of the Transaction Parties or any party it may see fit.
Other than the above, the Manager shall perform various day-to-day management activities for and on behalf of
LEVADE, such as substitute Compartment Assets (as provided under the Conditions), instruct the Cash Manager to
invest any surplus funds available to LEVADE into Money Market Investments or ensure that the collateral encumbered
by the Pledge Agreement is transferred to the Pledge Account subject to the terms of the Pledge Agreement.
Creation and signing of certain documents. VBAG shall further, in respect of each issuance made by a Compartment
of LEVADE, (i) create and sign the Final Terms of any Securities in respect of which a Permanent Global
Note is created and signed by the Issuer; and, (ii) to the extent permitted by law, create and sign any other documents
and certificates as may be required for the purpose of the issuance. As in respect of VBAG's business management
activities, VBAG shall be only authorised to create or sign such documents after the Issuer's board of directors
resolution to that effect has been passed and VBAG has been notified of the above.
Delivery of a Permanent Global Note. VBAG, in respect of each issuance made by a Compartment of LEVADE
and pursuant to the terms of the Agency Agreement, shall, on behalf of LEVADE, deliver to the Principal Paying
Agent an unauthenticated Permanent Global Note.
Correspondence and other services. VBAG shall (i) take care of correspondence as may be necessary, from time
to time, for the purpose of the transaction, in particular (but not limited to) the provision of any information which
may be required by potential investors and other parties as well as the sending of documents by way of post, messenger
service, electronic media or any other form of media as and when necessary; (ii) arrange for the submission
of documents to the authorities in Austria, Luxembourg or another jurisdiction as may be necessary for obtaining
approval for the issuance of the Securities under the Debt Issuance Programme; and (iii) provide Clearstream AG or
any other Clearing System with reports as may be required by its rules.
In carrying out the Management Services, VBAG (based on information currently available to it), will treat
LEVADE (whether acting by itself or through any Compartment), in relation to any securities services and financial
instruments in general, as a Professional Client (professioneller Kunde) within the meaning of section 58 of the
WAG 2007. LEVADE will have, and will acknowledge that it has been informed of, the option of being treated by
VBAG as Retail Client (Privatkunde) in accordance with section 58(4) WAG 2007, in which case LEVADE
would enjoy additional protections. It is unlikely that LEVADE would ever exercise such option.
In addition, under the terms of the Management Agreement the parties shall make certain representations and warranties
concerning (but not limited to) such matters as their status, the authorisation of their activities, the scope of
LEVADEs business activities, their solvency and the observation certain selling restrictions. Furthermore,
LEVADE shall covenant, amongst other things, to indemnify the Cash Manager in respect of certain taxes, notify
VBAG of any event which may be material in the context of the issuance of the Securities and not to engage in any
activity or do anything whatsoever except such as described in this Prospectus.
The manager, for providing the Management Services, shall be paid the Management Services Fees, whereby such
fees shall (in respect of each Compartment of the Issuer) amount to the difference (if a positive amount) (the Excess
Amount) between (i) the total amount of proceeds received from time to time by the relevant Compartment in
respect of the Compartment Assets and (ii) the total amount of payments due (or coming due in the future) under
the Securities issued by such Compartment, provided that any such Management Services Fees shall become due as
and when any such Excess Amount becomes available to the relevant Compartment. In consideration of (but not
subject to) its receipt of the Management Services Fees, the Manager will undertake to settle (i) any costs and expenses
arising in respect of the relevant Compartment (including such Compartment's share in the general costs and
expenses of the Issuer), and (ii) any shortfall of funds payable by (but not available at such time to) the Issuer in
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