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

espect of a Derivative Agreement, by payment from time to time on (in the case of (i)) such general account or (in
the case of (ii)) such account of the relevant Compartment, as the Issuer shall notify the Manager from time to time.
A term of the agreement will provide for the liability of LEVADE to the extent that the Management Services
will be provided in respect of an individual Compartment of LEVADE - to be limited to the assets of
such Compartment. Should the Compartment Assets be insufficient to satisfy the claims of VBAG under the
agreement, no other assets or other Compartment Assets will be available for payment of shortfall and claims
in respect of remaining shortfall will be extinguished.
The tenure of the Manager shall be terminated if one of a number of Manager Termination Events (as defined
more closely in the Management Agreement) occurs. Amongst such Manager Termination Events will be the
bankruptcy of the Manager, the failure by the Manager to fulfil its obligations under the Management Agreement
or the occurrence of a default by the Derivative Counterparty under the Derivative Agreement. Where
such an event takes place, the Issuer shall, subject to certain conditions, have the right to substitute the Manager
with another party to act as the substitute manager.
Other terms of the agreement will provide for those conditions precedent for the performance of VBAG under the
agreement, its indemnification (where applicable) and the termination of the agreement.
The Management Agreement shall be governed and construed in accordance with Austrian law. The courts of Vienna,
Austria shall be designated as the competent courts. Place of performance shall be Luxembourg.
Further agreements between LEVADE and VBAG
LEVADE and VBAG may enter into such other agreements as may be necessary or desirable for LEVADE to
be provided by VBAG certain management, administrative and/or auxiliary services to the extent those are not
covered by any other agreements.
9.2 Selling Restrictions
General
These selling restrictions may be modified by the agreement of the Issuer and the Subscriber following a
change in a relevant law, regulation or directive. Any such modification will be set out in the Final Terms
issued in respect of the issue of Securities to which it relates or in a supplement to the Prospectus.
No action has been taken in any jurisdiction (other than Austria) that would permit a public offering of any of
the Securities, or possession or distribution of this Prospectus contained therein or any other offering material
or any Final Terms, in any country or jurisdiction where action for that purpose is required. The Issuer may
from time to time request the CSSF to provide to competent authorities of Member States of the EEA a notification
concerning the approval of the Prospectus.
The Subscriber has agreed that it will, to the best of its knowledge, comply with all relevant laws, regulations
and directives in each jurisdiction in which it purchases, offers, sells or delivers Securities or has in its possession
or distributes the Prospectus, any other offering material or any Final Terms and the Issuer shall have
no responsibility therefore.
European Economic Area
In relation to each Member State of the EEA which has implemented the Prospectus Directive (each, a Relevant
Member State), and without prejudice to those additional selling restrictions applicable in the Federal
Republic of Germany (see below, Additional selling restrictions applicable in the Federal Republic of Germany),
the Subscriber has represented, warranted and agreed, and each further Subscriber appointed under
the Debt Issuance Programme will be required to represent, warrant and agree, that with effect from and including
the date on which the Prospectus Directive is implemented in that Relevant Member State (the Relevant
Implementation Date) it has not made and will not make an offer of Securities to the public in that
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