Prospectus ABN AMRO BASIC FUNDS N.V. · 2014. 2. 5. · Prospectus and in the KIID is correct as of...

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Prospectus

ABN AMRO BASIC FUNDS N.V.

an open ended public company with the status of investment company with variable capital

incorporated under Dutch law with an umbrella structure.

Dated 14 January 2014

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TABLE OF CONTENTS

1. THE COMPANY AND PARTIES INVOLVED 4

2. IMPORTANT INFORMATION 6

3. DEFINITIONS 9

4. COMPANY AND FUNDS 13

5. MANAGEMENT, CUSTODY AND ADMINISTRATION 15

6. INVESTMENT POLICY, OBJECTIVES, TECHNIQUES AND RESTRICTIONS 18

7. DETERMINATION OF THE NET ASSET VALUE 22

8. SHARES, PARTICIPATION IN THE FUND(S), ISSUE, REDEMPTION AND

TRANSFER OF SHARES 24

9. FUNDS PAYMENTS AND COSTS 32

10. DIVIDEND AND VOTING POLICY 34

11. RISKS 35

12. MEETINGS OF SHAREHOLDERS, AMENDMENT OF THE ARTICLES, MERGER

AND SPLITTING OF THE COMPANY 42

13. REPORTING AND PUBLICATION 44

14. FINANCIAL SUPERVISION ACT 46

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15. TAX PROVISIONS 47

16. OTHER INFORMATION 54

17. DECLARATION BY THE MANAGER 56

18. ASSURANCE REPORT 57

Appendix A Selling restrictions Appendix B Investment restrictions Appendix C Registration document Appendix D Articles of association of the Company Supplement A ABN AMRO BASIC AEX UCITS ETF Supplement B ABN AMRO BASIC EURO STOXX 50 UCITS ETF

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1. THE COMPANY AND PARTIES INVOLVED

Registered office of the

company

Gustav Mahlerlaan 10

1082 PP Amsterdam, the Netherlands

Management Board of the

Company

Sole managing director:

ABN AMRO Investment Management B.V.



Manager / priority shareholder ABN AMRO Investment Management B.V.



Management Board of the

Manager and the priority

shareholder

Mr Adriaan J.W. Kootstra

Mr Bart Mantje

Supervisory Board of the

Manager

Mr F.G. (Ferdinand) Vaandrager

Mr A. (Alen) Zeljkovic

Mr K.J (Kevin) Jones

Mrs M.A. (Amelia) Albert Salgado

Listing agent ABN AMRO Investment Management B.V.



Liquidity Providers

Optiver V.O.F.

Strawinskylaan 3095 2e verd.

1077 ZX Amsterdam, the Netherlands

Authorised Participants

ABN AMRO Bank N.V.



Optiver V.O.F.

Strawinskylaan 3095 2e verd.

1077 ZX Amsterdam, the Netherlands

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Fund Agent ABN AMRO Bank N.V., EQD



Auditors KPMG Accountants N.V.

Laan van Langerhuize 1

1186 DS Amstelveen, the Netherlands

Legal advisor Allen & Overy LLP Amsterdam

Apollolaan 15

1077 AB Amsterdam, the Netherlands

Tax advisors PricewaterhouseCoopers Belastingadviseurs N.V.

Thomas R. Malthusstraat 5

1066 JR Amsterdam

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2. IMPORTANT INFORMATION

Capitalised terms used in this Prospectus are defined in Chapter 3 "Definitions" of this Prospectus. The Shares in each Fund are offered on the basis of the information and the representations contained in this Prospectus accompanied by the KIIDs and the relevant Supplement, the latest annual report and semi-annual report, as well as any documents mentioned herein. All these documents may be inspected by the public at the registered office of the Company as well as on the website www.abnamromarkets.nl/funds. This Prospectus and the documents referred to in the preceding sentence contain important information and should be read carefully before investing in any Shares of a Fund. Investors should review in particular the risk factors set out in Chapter 11 "Risks". Investors interested in purchasing Shares in a Fund must conduct their own investigations of the Fund. Each potential investor is strongly advised to consider possible tax and/or legal consequences and is strongly advised to consult its own financial, tax and/or legal advisor before purchasing any Shares in a Fund. The value of the Shares of each Fund and any income derived from them may rise and fall and accordingly an investor may not recover the original amount invested in a Fund. An investment in a Fund should not constitute a substantial proportion of an investor's investment portfolio and may not be suitable for all investors. The distribution of this Prospectus and the offering or purchase of the Shares of the Funds are authorised in the Netherlands only at the date of this Prospectus and may be restricted in certain jurisdictions since the UCITS licence has not been passported to any other European Union member state at this time. No persons receiving a copy of this Prospectus or the Account Opening Form in any such jurisdiction may treat this Prospectus or such Account Opening Form as constituting an invitation to them to purchase or subscribe for Shares, nor should they in any event use such Account Opening Form, unless in the relevant jurisdiction such an invitation could lawfully be made to them and such Account Opening Form could lawfully be used. This Prospectus does not constitute an offer or solicitation by anyone in any jurisdiction in which such offer or solicitation is not lawful or in which the person making such offer or solicitation is not qualified to do so or to anyone to whom it is unlawful to make such offer or solicitation. It is the responsibility of any persons in possession of this Prospectus and any persons wishing to apply for Shares pursuant to this Prospectus to inform themselves of, and to observe, all applicable laws and regulations of any relevant jurisdiction. Prospective applicants for Shares should inform themselves as to the legal requirements of so applying and subscribing, holding or disposing of such Shares and any applicable exchange control regulations and taxes in the countries of their respective citizenship, residence, incorporation or domicile, including any requisite government or other consents and the observing of any other formalities. Please refer to Appendix A which provides for a non-exhaustive list of selling restrictions. ABN AMRO Bank N.V., the Manager, the Company and /or any subsidiary of these companies do not accept any liability for a breach of any such restrictions whatsoever by any person, irrespective of whether such person is a potential purchaser of Shares or not. The Shares of each Fund can be listed and admitted for trading on Euronext Amsterdam. The Shares of each Fund may also be listed and admitted for trading on other stock exchanges, at the sole discretion of the Manager. However, the Manager does not warrant or guarantee that such listings will take place or continue to exist.

http://www.abnamromarkets.nl/etf

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For details of where a Fund is listed or admitted for trading or whether an application has been made for the Shares of a Fund to be admitted to any regulated market as at the date of this Prospectus, please refer to the relevant Supplement or to the website www.abnamromarkets.nl/funds. No person other than ABN AMRO Bank N.V., the Manager and the Company has been authorised to issue any advertisement or to give any information, or to make any representations in connection with the offering, placing, subscription, sale, switching or redemption of shares other than those contained in this Prospectus, a Supplement, as the case may be or a KIID and, if issued, given or made, such advertisement, information or representations must not be relied upon as having been authorised by the Company. It is possible that in certain jurisdictions, parties entirely unaffiliated with the Company, the Manager or a Fund may make the Shares of any Fund(s) available for investment by investors in those jurisdictions through off market trading mechanisms. Neither the Company, nor the Manager, endorse or promote such activities and are not in any way connected to such parties or these activities and do not accept any liability in relation to their operation and trading.

Statements made in this Prospectus are based on the Manager‟s understanding of the law

and practice currently in force in The Netherlands and are subject to changes therein. Only

the Manager accepts responsibility for the information and statements contained in this

Prospectus. To its best knowledge and belief, the Manager has taken all reasonable care to

ensure that the information contained in this Prospectus, a Supplement and in any KIID is

true and accurate in all material respects and that there are no other material facts the

omission of which makes misleading any statement herein, whether of fact or opinion at the

date indicated on this Prospectus. Neither the delivery of this Prospectus or of a KIID nor the

offer, placement, subscription or issue of any of the Shares shall under any circumstances

create any implication or constitute a representation that the information given in this

Prospectus and in the KIID is correct as of any time subsequent to the date hereof. This Prospectus may at the discretion of the Manager, and will if any applicable laws or regulations require so, also be translated into other languages. Any such translation shall only contain the same information and have the same meaning as the English language Prospectus. To the extent that there is any inconsistency between the English language Prospectus and the Prospectus in another language, the English language Prospectus will prevail. This Prospectus, regardless of the language of the Prospectus, shall be governed by and construed in accordance with the laws of The Netherlands. The Company has the status of fiscal investment institution (fiscale beleggingsinstelling or FBI) within the meaning of article 28 Corporate Income Tax Act 1969 (Wet op de vennootschapsbelasting 1969) and as such the Company is subject to Netherlands corporate income tax at a rate of 0%. In order to qualify for the FBI regime, the Company is required to distribute a statutory defined part of its profits within eight months of each financial year-end. Furthermore, certain specific limitations apply with respect to investors in the Company. The Company has not been and will not be registered under the 1940 Act and holders of the Shares will not be entitled to the protections afforded by benefits of the 1940 Act. In addition, the Shares have not been and will not be registered under the 1933 Act. The Shares are being or will be offered and sold outside the United States in offshore transactions and only to persons who are not U.S. Persons in reliance upon Regulation S.

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No offering of the Shares is being or will be made in the United States or to any person who is a U.S. Person and this document is not to be distributed or forwarded in or into the United States or to U.S. Persons. For a description of restrictions on transfers of the Shares, see the section entitled “Transfer of Shares” and “Mandatory Redemption of Shares and Forfeiture of Dividends” of this Prospectus. Terms used in this paragraph have the meanings given to them in Regulation S of the 1933 Act. The Shares have not been recommended by or approved by or disapproved by the U.S. Securities and Exchange Commission, any other federal or any state securities commission in the United States or any other regulatory authority in the United States, nor have any of the foregoing authorities passed upon or endorsed the merits of the offering or the accuracy or adequacy of this document. Any representation to the contrary is a criminal offence in the United States. Each purchaser and subsequent transferee of Shares will be deemed to represent and warrant that it is not: (a) an employee benefit plan (as defined in Section 3(3) of ERISA) subject to Part 4 of Subtitle B of Title I of ERISA (a “Plan”); (b) a plan described in Section 4975(e)(1) of the Code to which Section 4975 of the Code applies (also, a “Plan”); (c) any entity whose underlying assets include Plan assets by reason of a Plan‟s investment in such entity (together with Plans, a “Benefit Plan Investor”); or (d) any other employee benefit plan subject to any federal, state, local or other law or regulation that is substantially similar to the prohibited transaction provisions of Section 406 of ERISA or Section 4975 of the Code (an “Other Plan”), or acting on behalf of or using the assets of any Benefit Plan Investor or Other Plan with respect to the purchase, holding or disposition of any Shares. Certain FATCA restrictions may apply to the Shares, and, subject to certain exceptions, the Shares may not be sold to U.S. Persons, non-participating FFIs, or NFFEs with one or more substantial U.S. owners. Terms used in this paragraph have the meanings given to them by the Code and the treasury regulations promulgated thereunder. The Shares are subject to restrictions on transferability and resale and may not be transferred or resold except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the 1933 Act and applicable U.S. state securities laws, and under circumstances which would not require the Company to register under the 1940 Act. In order to be considered a “Qualified Holder” of the Shares, applicants and future transferees will be deemed to represent, among other things, that they are not U.S. Persons and not purchasing on behalf of U.S. Persons. Shareholders (whether they subscribed through the Primary Market or the Secondary Market) will be required to notify the Company immediately in the event that they cease to be a Qualified Holder. Where the Company becomes aware that any Shares are directly or beneficially owned by a non-Qualified Holder, it may redeem the Shares so held compulsorily and may also impose a fee on each such person who is not a Qualified Holder to compensate the Company for any loss it has suffered (or may suffer) in respect of such holding of Shares. See the section entitled “Transfer of Shares” and “Mandatory Redemption of Shares and Forfeiture of Dividends” in Part 7 of this Prospectus. In order to ensure compliance with the restrictions referred to above, the Company is, accordingly, not open for investment by any non-Qualified Holder except in exceptional circumstances and then only with the prior consent of the Manager. A prospective investor may be required at the time of acquiring Shares to represent that such investor is a Qualified Holder and is not acquiring Shares for or on behalf of a non-Qualified Holder. The granting of prior consent by the Manager to an investment does not confer on the investor a right to acquire Shares in respect of any future or subsequent application.

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3. DEFINITIONS

In this Prospectus the terms listed below shall have the following meanings:

“1933 Act” United States Securities Act of 1933, as amended. “1940 Act” United States Investment Company Act of 1940, as amended. “ABN AMRO” Any and all entities and business units that are part of the ABN

AMRO group structure. “Account Opening Form” Such account opening form, to be completed by Authorised

Participants, as the Manager may prescribe for the purposes of opening an account in relation to the Company and/or relevant Fund.

“Administrator” Such person as may be appointed, to provide administration services to the Company and as included in the relevant Supplement.

“Administration Agreement” The framework agreement and the service level agreement made between the Manager and the Administrator, as may be amended from time to time.

“Affiliate” A company which has the ultimate parent of the Manager as its ultimate parent, or a company in which the ultimate parent of the Manager has at least 50% direct or indirect ownership.

“AFM” The Netherlands Authority for the Financial Markets (Autoriteit Financiële Markten) (see also “Supervisor”).

“Appendix” Any document issued by the Company expressed to be an appendix to and form part of this Prospectus.

“Articles” The Articles of Association of the Company as amended from time to time.

“Authorised Participant” A market maker, Liquidity Provider or broker which is registered with the Company as an Authorised Participant and therefore able to subscribe directly to, or redeem directly from, the Company for Shares in a Fund (i.e. the Primary Market).

“BaFin” German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht).

“Base Currency” The base currency of a Fund. “Benchmark Index” The index of securities which a Fund will aim to track or replicate, according to its investment objective. “BFSMA” Belgian Financial Services and Markets Authority (Autoriteit

voor Financiële Diensten en Markten / Autorité des services et marchés financiers).

“BGfo” The Dutch Market Conduct Supervision (Financial Institutions) Decree (Besluit Gedragstoezicht financiële ondernemingen), as amended from time to time.

“Broker/Dealer” The investment firms authorised by the Supervisors to provide investment services.

“Business Day” A day on which markets are open for business in The Netherlands (or such other day as the Manager may from time to time determine and notify in advance to the Shareholders).

“CIS Order” The United Kingdom Financial Services and Markets Act 2000 (Promotion of Collective Investment Schemes) (Exemptions) Order 2001.

“Code” United States Internal Revenue Code of 1986, as amended. “Company” ABN AMRO Basic Funds N.V.

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“Custodian Bank” The custodian bank engaged by the Manager to, subject to the overall direction of the Manager, provide custodial and banking services in relation to the Funds' assets and as included in the relevant Supplement.

“Custody Agreement” The agreement between the Company, the Manager and the Custodian Bank, as may be amended from time to time.

“Dealing Calendar“ A calendar provided by the Manager detailing in advance the Dealing Days for each Fund. The Manager may amend the Dealing Calendar from time to time where a Business Day ceases to be a Dealing Day. The Dealing Calendar for each Fund is available from the Manager.

“Dealing Day” Every Business Day with the exception of those Business Days on which (i) markets on which a Fund‟s Investments are listed or traded or markets relevant to a Benchmark Index are closed, (ii) when the relevant market operator, regulator or exchange (as applicable) declares a relevant market closed for trading and/or settlement or (iii) when the determination of the NAV and the sale, conversion and/or redemption of Shares in any Fund are temporarily suspended in accordance with the provisions of the Prospectus and the Articles. Dealing Days will be detailed by means of the Dealing Calendar.

“Directive” European Council Directive regarding the coordination of legislative, regulatory and administrative provisions concerning undertakings for collective investment in transferable securities (UCITS), as amended or replaced from time to time, and as implemented in the Wft.

“DNB” The Central Bank of the Netherlands (De Nederlandsche Bank). “EEA” The European Economic Area. “ERISA” United States Employee Retirement Security Act of 1974, as

amended. “Euronext Amsterdam” Euronext Amsterdam N.V.'s Eurolist by NYSE Euronext. “ETF” Exchange traded fund. “EU Treaty” The consolidated version of the treaty on the functioning of the

European Union as published on the Official Journal of the European Union C 115/47 on 9 May 2008.

“FATCA” Sections 1471 through 1474 of the Code and any regulations or agreements thereunder, official interpretations thereof, or law implementing an intergovernmental approach thereto.

“FBI” Fiscal investment institution (fiscale beleggingsinstelling) within the meaning of article 28 Netherlands Corporate Income Tax Act 1969 (Wet op de vennootschapsbelasting 1969).

“FDI” Financial derivative instruments. “FFI” Foreign Financial Institution as defined under the Code and the treasury regulations promulgated thereunder. “FFMA” French Financial Markets Authority (Autorité des Marchés

Financiers). “FPO” The United Kingdom Financial Services and Markets Act 2000

(Financial Promotion) Order 2005. “FSMA” United Kingdom Financial Services and Markets Act 2000, as

amended from time to time. “Fund” A separate portfolio of assets, represented by a specific series

of Shares indicated by its own name invested according to its own investment objectives and strategy and which qualifies as

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a subfund (subfonds) as referred to in section 1:1 of the Wft, as amended from time to time.

“Fund Agent” ABN AMRO Bank N.V. or such other entity engaged by the Manager that accepts or rejects all entered orders on behalf of the Fund, in a non-discriminating fashion and that acts as counterparty in the NAV Trading Facility.

“IFRS” International Financial Reporting Standards. “Index Provider” The entity responsible for the calculation and publication of the relevant Benchmark Index. “Investment” Any investment in line with this Prospectus which is permitted

by the Regulations and the Articles of the Company. “KAGB” The German capital investment act. “KIID” The key investor information document issued in respect of

each Fund pursuant to the Regulations, as may be amended from time to time in accordance with the Notices and/or Regulations.

“Law of 3 August 2012” The Belgian Law of 3 August 2012 on certain forms of collective management of investment portfolios.

“Liquidity Provider” A trading member of a stock exchange who commits to providing liquidity in the Shares of the Funds that are listed on the exchange.

“Manager” ABN AMRO Investment Management B.V., a private company with limited liability, incorporated in The Netherlands.

“Management Fee” Fee charged by the Manager for portfolio management activities which consists of a share of the OCF that remains after all applicable fees, charges and costs composing the OCF have been paid out.

“Member State” A member state of the European Union. “NAV” The net asset value of a Fund determined in accordance with

this Prospectus. “NAV Trading Facility” The NAV Trading Facility is an on-exchange forward pricing

solution for order execution at NAV (+/−) available for all NYSE Euronext-listed ETFs.

“NFFE” Non-Financial Foreign Entity as defined under the Code and the treasury regulations promulgated thereunder.

“Notices” The notices issued by the Supervisors in exercise of its powers under the Regulations.

“OCF” Ongoing charges figures. “OTC” Over the counter. “Primary Market” A market on which shares of a Fund are subscribed or

redeemed directly with the Company and the Manager and without intervention of a regulated market.

“Prospectus” This present document as it may be amended or supplemented from time to time.

“Qualified Holder” Any person, corporation or entity other than (i) a US Person as defined under Rule 902 (k) of the 1933 Act; (ii) an ERISA Plan; (iii) any other person, corporation or entity to whom a sale or transfer of Shares, or in relation to whom the holding of Shares (whether directly or indirectly affecting such person, and whether taken alone or in conjunction with other persons, connected or not, or any other circumstances appearing to the Manager to be relevant) (a) would cause the Company to be required to register as an “investment company” under the 1940 Act, (b) would cause the Shares in the Company to be

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required to be registered under the 1933 Act, (c) would cause the Company to become a “controlled foreign corporation” within the meaning of the Code, (d) would require redemption or withholding by the Company pursuant to FATCA, (e) would cause the Company to have to file periodic reports under section 13 of the US Securities Exchange Act of 1934, (e) would cause the assets of the Company to be deemed to be “plan assets” of a Benefit Plan Investor, or (f) would cause the Company otherwise not to be in compliance with the 1940 Act, the 1933 Act, ERISA, the Code or the US Securities Exchange Act of 1934; (iv) a custodian, nominee, trustee or the estate of any person, corporation or entity described in (i) to (iii) above; or a person, corporation or entity that causes the Company to lose its FBI status.

“Regulations” The Wft, regulations and rules that derive from it as well as the Directive.

“Regulation S” Regulation S of the 1933 Act. “Secondary Market” A market on which Shares of a certain Fund are traded

between Shareholders rather than with the Company itself, which may take place either on a stock exchange or OTC.

"Securities in the Giro System" Securities that form part a common deposit subject to the provisions of the Act on Securities Transactions by way of Giro System. “Share” A share of a specific series, Fund, issued in accordance with

the Articles and with the rights provided for under the Articles. “Shareholder” The holder of a Share. “Supervisors” The Dutch regulatory authorities, AFM and DNB. “Supplement” A supplement to this Prospectus, substantially in the form

indicated in Appendix C, which provides for specific information on a Fund.

“Transferable Securities” Securities in which a UCITS, pursuant to the Regulations, may invest. “UCITS” An Undertaking for Collective Investment in Transferable

Securities as per the Regulations. “US Person” Has the meaning as defined in Regulation S of the 1933 Act

(except as otherwise specified). “Valuation Point” Such time and day as the Manager may from time to time

determine (with the consent of the Administrator) in relation to the valuation of the assets and liabilities of a Fund.

“Vpb” The Dutch Corporate Income Tax Act 1969 (Wet op de vennootschapsbelasting 1969), as amended from time to time.

“Wft” The Dutch Act on Financial Supervision (Wet op het financieel toezicht), as amended from time to time.

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4. COMPANY AND FUNDS

General Information ABN AMRO Basic Funds N.V. ABN AMRO Basic Funds N.V. is an open ended public company (naamloze vennootschap) with the status of investment company with variable capital (beleggingsmaatschappij met veranderlijk kapitaal) organised under the laws of the Netherlands. It was established for an indefinite period of time on 23 August 2012 and registered with the Chamber of Commerce (kamer van koophandel) under number 55904033. The Company has its official seat in Amsterdam, the Netherlands. Article 3 of the Articles provides that the Company‟s sole objective is to make financial instrument investments within the meaning of the Wft, which are as such permitted to an investment institution within the meaning of Article 28 of the Vpb or superseding regulations, such that their risks are spread, in order to let the Shareholders share in the proceeds, with due observance of the Vpb, the Wft and the BGfo and, in particular, the provisions applicable to investment institutions referred to in Article 2:65 subsection 2 of the Wft. The Company has the status of FBI (fiscale beleggingsinstelling) within the meaning of article 28 of the Vpb and as such the Company is subject to Dutch corporate income tax at a rate of 0%. In order to qualify for the FBI regime, the Company is required to distribute a statutory defined part of its profits within eight months of each financial year-end. Furthermore, certain specific limitations apply with respect to investors in the Company. The Company was authorised by the AFM as a UCITS pursuant to the Regulations and is regulated under the Regulations. Accordingly each of the Funds is subject to the UCITS investment and borrowing restrictions set out in the Regulations and Notices of the AFM. These are set out in detail in Appendix B. To the extent the Company would decide to request the AFM to cancel its licence, the Shareholders will be notified thereof. The Company is its own depositary (bewaarder) as defined in the Wft, since the Company does not require a separate depositary given its legal status. The Funds The Company is structured in the form of an umbrella and accordingly the Articles provide that the Company may offer specific series of Shares, each representing interests in a Fund. Each Fund comprises a separate portfolio of asset of Transferable Securities. Each Fund forms an administratively segregated part of the assets of the Company, which pursues its own investment objectives and strategy and is subject to a specific investment policy for such assets. As a result, the assets of each Fund only serve to satisfy claims arising from debts related to that Fund and the rights of Shareholders participating in that Fund. All Funds aim to physically replicate or track a specific market index in terms of both the price and the performance and the income from the component securities of such index. Consequently, a number of factors may affect the performance of the Funds and the returns collected may not be in line with the performance of the relevant Benchmark Index which a Fund is tracking. Examples of factors affecting the performance are the timing of dividend payments and their tax treatment, transaction costs relating to periodic index re-balancings and corporate actions affecting the physically tracked index constituents.

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This Prospectus provides an overview of the general information relating to the Company and the Funds. The investment objectives, investment policies and the risk profile of each Fund will be formulated by the Manager at the time of the creation of such Fund and shall be included in a Supplement. Any Supplement will be provided substantially in the form set out in Appendix C to this Prospectus. Each Supplement sets out the specific information and the specific features of a Fund in addition to or amending the general information contained in that respect in the Prospectus. The Manager may decide to create additional Funds in which case a Supplement describing the additional Fund will be made available to prospective investors. Some Funds will be ETFs and other Funds will remain unlisted. The Base Currency of each Fund is disclosed in the relevant Supplement. Each Appendix and Supplement to this Prospectus should be read in the context of and together with this Prospectus. The Manager may also close certain Funds, in accordance with the provisions of the Articles. ABN AMRO Bank N.V. will be the primary distributor of the Shares pursuant to a distribution agreement entered into between ABN AMRO Bank N.V. and the Manager. The distribution includes certain obligations for ABN AMRO Bank N.V. to provide information to prospective investors, the Shareholders and the Supervisors.

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5. MANAGEMENT, CUSTODY AND ADMINISTRATION

Manager ABN AMRO Investment Management B.V. (the “Manager”) is the sole managing director of the Company and the investment manager of the Funds. The Manager was formed as a private company with limited liability in the Netherlands. Its authorised share capital and issued share capital amounts to € 1,000,000.00 and € 250,000.00, respectively. ABN AMRO Bank N.V holds all shares in the Manager. The Manager is established for an indefinite period of time on 27 February 2012 and registered with the Chamber of Commerce under number 54760402. The Manager has its official seat in Amsterdam, the Netherlands. The Manager has a supervisory board, which reviews and supervises the strategy, compliance, commercial opportunities and general matters of the Manager. The members of the supervisory board of the Manager hold senior positions at ABN AMRO. Ferdinand Vaandrager holds the position of Head Markets Sales, Alen Zeljkovic holds the position of Managing Director Global Products & Solutions at Private Banking International, Advisory and Treasury of Private Banking International, Kevin Jones holds the position of Global Head of Compliance & Conduct / Advisory R&PB and International Compliance Desk and Amelia Albert Salgado holds the position of Head of Operational Risk Management and Control. The details of the arrangements made by the Company and the Manager are set forth in the Management Agreement which is entered into at arms' length terms by the Company and the Manager. UCITS licence of the Manager The Manager is authorised by the AFM to act as an UCITS manager and holds a licence in this respect. As a result of this, the Manager has to comply, amongst others, with both the own funds and the solvency requirements deriving from the Regulations. The Manager complies with these requirements and has implemented measures to assure that the Manager will comply on an on-going basis with the relevant capital provisions. To the extent the Manager would decide to request the AFM to cancel its licence, the Shareholders shall be notified thereof. Tasks of the Manager As managing director of the Company, the Manager controls the affairs of the Company and is ultimately responsible for the management of the Company. The Manager performs administration, portfolio management and marketing tasks for the Funds. Under its responsibility the Manager is authorised to delegate some of these tasks to third parties of its choosing. For any tasks so delegated, the Manager will remain responsible. It has used this authority to delegate certain functions, amongst others the function of NAV calculation and preparation of the portfolio composition file and the function of transfer agent. Custodian Bank The Custodian Bank will provide, subject to the overall direction of the Manager, custodial and banking services in relation to the Funds' assets. The Custodian Bank will, at all times, provide complete asset segregation between the Funds. Furthermore, the Custodian Bank may been appointed as transfer agent The details of the arrangements made by the Company and the Custodian Bank are set forth in a Custody Agreement which is entered

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into or to be entered into at arms' length terms by the Company, the Manager and the Custodian. A copy of the Custody Agreement may in each case be obtained from the Manager upon request free of charge.

Administrator

The administration of the Company has been outsourced to the Administrator. As a result, the Administrator will conduct the financial and investment administration of the Funds, will prepare the portfolio composition file and will calculate the NAV of the Shares. All these activities are performed on behalf of the Manager and the Manager remains responsible for it. The details of the arrangements made by the Company and the Administrator are set forth in the Administration Agreement which is entered into at arms' length terms by the Company, the Manager and the Administrator. The Manager has entered into a distribution agreement with ABN AMRO Bank N.V. and may

enter into agreements with other related parties. The terms of such agreements shall at all

times be at arm's length.

Each Fund may invest directly or indirectly in other investment undertakings including investment undertakings related to the Manager or other related parties. For transactions with related parties off an exchange, an independent valuation will be sought. Fund Agent The Fund Agent will accept or reject all entered orders, on behalf of the Fund, in a non-discriminating fashion and acts as mandatory counterparty for any order in relation to a Fund whose trades are streamlined through the NAV Trading Facility. Authorised Participant As customary in the ETF business, the function of Authorised Participant will be provided by parties other than the Manager. The details of the arrangements made by the Company and the Authorised Participant are set forth in the Authorised Participant Agreement which is entered into at arms' length terms by the Company and the Authorised Participant. Liquidity Provider As customary in the ETF business, the function of Liquidity Provider will be provided by parties other than the Manager. The Liquidity Provider will have entered into an agreement with the exchange. There is no separate agreement entered into between the Company and the Liquidity Provider. Conflict of interests

The Manager, the Custodian Bank, the Administrator and other service providers and their respective affiliates, directors, officers and shareholders are or may be involved in other financial, investment and professional activities that may create conflicts of interest with the management and administration of the Company. These include the management of other funds, purchases and sales of securities, brokerage services, custodian and safekeeping services, and serving as directors, officers, advisors or agents for other funds or other companies, including companies in which a sub-fund may invest. Each of the parties will ensure that the performance of their respective duties will not be impaired by any such other involvement that they might have. In the event that a conflict of interest does arise, the

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Manager and the relevant parties involved shall endeavour to resolve it fairly, within reasonable time and in the interest of the Company. Please refer also to Chapter 16 "Other Information" of this Prospectus for more information on possible conflicts of interest. In executing securities transactions with an Authorised Participant and in selecting any other counterparty, the Manager will conduct due diligence in seeking the best overall terms available. For any transaction, this will involve consideration of all factors deemed relevant, such as market breadth, security price, the financial condition and execution capability of the counterparty as well as the execution policy of the broker. The Manager may select counterparties from within ABN AMRO so long as they appear to offer the best overall terms available.

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6. INVESTMENT POLICY, OBJECTIVES, TECHNIQUES AND RESTRICTIONS

Profile of Shareholders Shareholders in any of the Funds are expected to be investors who are looking for exposure to a certain Benchmark Index by investing in listed or unlisted Shares. Investors are expected to have taken professional advice, are able to bear capital and income risk, and should view investment in a Fund as a medium to long term investment. Please refer to the relevant Supplement for more details with respect to the investment objectives, techniques and restrictions for each Fund as well as the Risk profile of each Fund. Investment objective In general, the Funds' objective will be to physically replicate the performance of the respective Benchmark Index mentioned in the Supplement for a specific Fund. To achieve this, such Fund will pursue an index-linked management strategy. The Manager may, considering the selected Benchmark Index and in its sole discretion implement either a full physical replication strategy or a partial physical replication strategy such as stratified sampling or optimisation. When applying a full physical replication strategy to replicate the Benchmark Index, the Manager will attempt to create a portfolio of Transferable Securities comprising (substantially) all of the component securities of the relevant Benchmark Index. A description of the specific partial physical replication strategy of the Benchmark Index, will be included in the Supplement of the relevant Fund. As indicated below, if in the judgement of the Manager it better serves the interest of the Shareholders to deviate from the principle to physically replicate the complete index, the Company may also invest in other types of financial instruments such as other shares, debt instruments, fund participations and/or derivatives; as long as the investments are in agreement with applicable Regulations and Notices. Potential investors or Shareholders in a specific Fund may obtain a breakdown of the component securities held by each Fund from the website www.abnamromarkets.nl/funds or from the Manager, subject to any applicable restrictions under the licence agreements which the Manager has in place with the relevant Benchmark Index providers. The specific investment objectives and policies of each Fund are outlined in the Supplements. Each Fund‟s investments will comply with the requirements set out by the Regulations. Furthermore, each Fund will comply with the investment restrictions as set out in Appendix B. The Company and the Funds mentioned in each Supplement have been authorised as a UCITS by the AFM and accordingly the Funds‟ assets may be invested in Transferable Securities, funds, and money market instruments in accordance with the UCITS restrictions and diversification limits as set out in the Regulations. Whenever achieving the investment objective of a Fund is impossible because of a prohibition contained in the Regulations or because, in the judgment of the Manager, following the investment objective does not serve the interests of Shareholders at a particular time, the Manager may apply any investment strategies it considers appropriate to the extent they serve the interests of the Shareholders, provided that they do not violate the Regulations or Notices. Circumstances which would render the achievement of the

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investment objective impossible or affect the interest of the Shareholders include, but are not limited to the following:

(a) Restrictions on the ratio of a Fund's NAV which may be held in specific securities which affect the replication;

(b) Changes in the component securities of an index; (c) Corporate actions affecting component securities of an index; (d) Illiquidity of component securities of an index; (e) Circumstances affecting the fair value of a component security of an index.

Optimisation Techniques Depending on the circumstances of each Fund and its respective Benchmark Index, in certain situations the Manager may in its sole discretion decide that it is in the interest of investors to employ optimisation techniques. Examples of such situations are whenever the high transaction costs relating to the acquisition of the underlying securities of a Benchmark Index would induce undesired levels of tracking error or whenever full physical replication is not feasible for a certain Fund given that all or some of the underlying securities being tracked are relatively illiquid, unobtainable or there are country-specific laws on foreign holdings which hinder the possibility to obtain the tracked security. In such cases the Manager may decide to, for example, acquire substitute securities, in which case the relevant Fund would hold certain securities which are not underlying securities of the Benchmark Index but which in the discretion of the Manager are equally representative of the security being substituted. As a consequence of the usage of optimisation techniques a Fund may profit from the advantages that optimisation techniques offer (e.g. reduced costs, liquidity, etc.) but it also (i) may not fully replicate the relevant Benchmark Index; (ii) may not hold every security or securities in the same proportion as the relevant Benchmark Index; (iii) and (iv) may increase the risk of tracking error. Efficient Portfolio Management Techniques A Fund may also engage in transactions in FDIs for the purposes of efficient portfolio management of a Fund. Efficient portfolio management may be applied in order to achieve a reduction in risk or costs.. Such Transactions in FDIs will comply with the requirements set out by the Regulations. However, a Fund may not enter into securities lending, repurchase and/or reverse repurchase agreements. Any exposure obtained through the use of FDIs will be disclosed in the annual report of the relevant Fund including an identification of the relevant counterparty, the type and amount of collateral received by the Fund to reduced counterparty exposure and the revenues, direct and indirect operational costs and fees arising from the use of these techniques for the relevant reporting period. Use of Leverage It is not the Manager‟s intention to leverage any Fund. However, the Funds may generate minimal amounts of leverage from time to time if FDIs are used. If applicable, the maximum expected level of leverage will be set out per Fund in its Supplement. Investment restrictions Pursuant to the Regulations, investment restrictions apply to each Fund and the investments made by it must comply with these Regulations. The Manager may impose further restrictions in respect of a Fund, the details of which will be included in the Supplement of the

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relevant Fund. The investment restrictions which apply to UCITS are outlined in Appendix B. More detailed investment restrictions are set out per Fund in the Supplement of that Fund. Benchmark Indices The capitalisation of the companies or index to which a Fund is exposed or invested, is defined by the provider of the Fund‟s Benchmark Index. The component securities of a Fund‟s Benchmark Index may change over time. The Manager will rely solely on each Benchmark Index provider for information as to the composition and/or weighting of the component securities within each Benchmark Index. If the Manager is unable to obtain or process such information in relation to any Benchmark Index on any Business Day, then the most recently published composition and/or weighting of that Index may be used for the purpose of all adjustments. Changes to the Benchmark Index's component securities Given the investment objective of each Fund, any changes to the Benchmark Index, such as the composition and/or weighting of its component securities, require the Manager to make corresponding adjustments or rebalancing to its investment portfolio to conform to the Benchmark Index. The Manager will monitor such changes and execute adjustments to the portfolio as necessary. Change of Benchmark Index The Manager reserves the right, if it considers it in the best interest of a particular Fund to do so, to substitute the Benchmark Index of a specific Fund for another index. Any change of Benchmark Index and the related amendments to this Prospectus will first be approved in accordance with Netherlands law and, as applicable, by any stock exchange. If required by Netherlands law, notice of the change will be published in a nationally distributed Dutch newspaper and, if also required, in any other newspapers selected by the Manager. If the new index has significantly different characteristics then the change to the new index will only take effect on a date in accordance with Dutch law and, as applicable, any stock exchange. Any change of a Benchmark Index will be noted in the annual and half-yearly reports of the relevant Fund issued after any such change takes place. In addition, any material change in the description of a Benchmark Index will be noted in the annual and half-yearly reports of the relevant Fund. The Manager may change the name of a Fund, particularly if its Benchmark Index is changed. The relevant documentation pertaining to the relevant Fund will be updated to reflect the new name. Tracking errors and/or other deviations Due to the nature of index tracking Funds it is implied that there will be tracking error with regards to the Benchmark Index the Funds track. The Benchmark Index is a conceptual construction where no costs are considered. When a Benchmark Index is replicated through a Fund, different costs are incurred which may translate into tracking error. A separate element that may cause tracking error is the lack of ability to hold or access the exact component securities of a Benchmark Index. The goal is to minimise the tracking error. Depending on the underlying and the details of the physical replication method, necessary steps will be taken to implement processes and systems to minimise tracking error. A

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description of such processes and systems will be published on the website www.abnamromarkets.nl/funds. The anticipated level of tracking error per Fund is set forth in the relevant Supplement. Currency hedging policy The Investment Manager may employ techniques and instruments with a view to provide protection against movements of the currency in which the Benchmark Index's underlying assets are denominated against movements in the Base Currency where such intention is disclosed in the Fund‟s investment policy.

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7. DETERMINATION OF THE NET ASSET VALUE

General The NAV per Share in each Fund will be calculated on each Dealing Day. The NAV per Share is calculated by dividing the NAV of a Fund by the number of Shares of that Fund. The incurred costs per Fund as described in Chapter 9 "Payments and Costs" will be taken into consideration for the daily determination of the NAV. Suspension of the calculation of the NAV The determination of the NAV can be suspended, inter alia, during the following situations:

when any of the principal markets on which any significant portion of the Investments of the relevant Fund from time to time are quoted, listed, traded or dealt in is closed or during which dealings therein are restricted;

when, as a result of political, economic, military, monetary or social events or any other circumstance outside the control, responsibility or power of the Manager, any disposal or valuation of Investments of the relevant Fund is not reasonably practicable without this being seriously prejudicial to the interests of Shareholders in general or Shareholders of a certain Fund or if, in the judgment of the Manager, the NAV cannot be fairly determined or such disposal would be materially detrimental to the Shareholders in general or Shareholders of a certain Fund;

whenever the communication system generally utilised for the determination of the price of any of a Fund‟s Investments are interrupted or when for any other circumstance the value of any of the Investments or other assets of the relevant Fund cannot be reasonably determined;

whenever there are hindrances or it is envisaged that there will be hindrances concerning the transfer or repatriation of moneys or assets required for subscriptions, redemptions required for the purpose of making redemption payments or when such payments cannot, in the Manager's judgement, be completed at normal prices or normal exchange rates; or

whenever for any reason the price and values of the underlying assets cannot be immediately and accurately determined.

Valuation of assets In general, the assets and liabilities of the Company will be valued in accordance with IFRS. Assets listed or traded on a stock exchange or other regulated market for which market quotations are readily available shall be priced at the Valuation Point using the last traded price for such assets on the principal stock exchange or most advantageous relevant regulated market for such Investment. If the assets of a Fund are listed or traded on several stock exchanges or regulated markets, the price used will be the last traded or closing mid-market price, as applicable, on the stock exchange or regulated market which, in the Administrator's judgment, constitutes the principal market for such assets. When (i) any Investments are not listed or traded on any stock exchange or regulated market, (ii) market quotations are not promptly available or (iii) in the Administrator's judgment the last traded or closing mid-market prices of specific assets of a Fund do not reflect their fair price or prices are not available, the value shall be calculated with care and in

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good faith by the Administrator and the Manager on the basis of the probable realisation value for such assets as at the Valuation Point and in accordance with IFRS. Whenever in the Administrator's or Manager's judgment a valuation of a specific investment is incorrect or not representative of the fair market value in the relevant context, the Manager is entitled to use other generally recognised valuation methods in order to reach a proper valuation of that specific investment. Verification of NAV calculation The external auditor of the Company will verify once every quarter whether the calculation of the NAV of the Funds is in line with the Regulations and the provisions incorporated in this Prospectus. Furthermore, the external auditor will verify whether the execution of the investment policies of the Funds is in line with the applicable Regulations. Incorrect NAV calculation In case of any errors in the calculation of the NAV of a Fund, the Administrator will as soon as possible prepare a report on the errors that were made and which correction will need to be made to the NAV. If a correction is required of more than 1% of the NAV of a Fund, and the Shareholders in that Fund incurred losses by an allocation or redemption against the erroneously calculated NAV of that Fund, the Manager will provide compensation (in cash or in Shares) for the relevant Shareholder for the direct actual losses incurred for which the Shareholder has not received any compensation otherwise, provided that minimum amount of losses incurred shall be at least Euro 250 per Shareholder. The Shareholders are obliged to minimise any such losses as much as possible. During a period with a maximum of 1 year the Manager is authorised to recover the surplus of the Shareholder(s) that have received a redemption amount against a price that was too high.

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8. SHARES, PARTICIPATION IN THE FUND(S), ISSUE AND REDEMPTION OF SHARES

General Information The authorised share capital of the Company amounts to three million euro and five eurocents (EUR 3.000.000,05). It is divided into three hundred million, five (300.000.005) Shares, each with a nominal value of 1 eurocent (EUR 0,01), of which five (5) numbered P1 through P5 are priority Shares and three hundred million (300.000.000) are Ordinary Shares divided in series as follows:

Series A consists of ten million (10.000.000) Ordinary Shares numbered A1 through A10.000.000. Series B consists of fifty million (50.000.000) Ordinary Shares numbered B1 through B50.000.000. Series C consists of thirty million (30.000.000) Ordinary Shares numbered C1 through C30.000.000. Series D consists of thirty million (30.000.000) Ordinary Shares numbered D1 through D30.000.000. Series E consists of thirty million (30.000.000) Ordinary Shares numbered E1 through E30.000.000. Series F consists of thirty million (30.000.000) Ordinary Shares numbered F1 through F30.000.000. Series G consists of twenty million (20.000.000) Ordinary Shares numbered G1 through G20.000.000. Series H consists of twenty million (20.000.000) Ordinary Shares numbered H1 through H20.000.000. Series I consists of seven million five hundred thousand (7.500.000) Ordinary Shares numbered I1 through I7.500.000. Series J consists of seven million five hundred thousand (7.500.000) Ordinary Shares numbered J1 through J7.500.000. Series K consists of five million (5.000.000) Ordinary Shares numbered K1 through K5.000.000. Series L consists of five million (5.000.000) Ordinary Shares numbered L1 through L5.000.000. Series M consists of twenty million (20.000.000) Ordinary Shares numbered G1 through M20.000.000. Series N consists of twenty million (20.000.000) Ordinary Shares numbered H1 through N20.000.000. Series O consists of fifteen million (15.000.000) Ordinary Shares numbered O1 through O15.000.000.

All Shares are registered and no share certificates will be issued. A series of Ordinary Shares qualifies as a Fund. To all Shares of the same Fund the same voting, profit and distribution rights are attached. The priority Shares are held by the Manager. As a holder of these priority Shares the Manager has the following authorities:

to resolve the number of managing directors;

to make a binding nomination of two or more candidates for each vacant seat;

to propose a suspension or dismissal of a managing director;

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to propose the policy on remuneration of the management board;

to determine the remuneration and further terms of employment of the management board;

to designate a temporary managing director in case of vacancy or inability to act; and

to designate the person to preside the general meeting of shareholders. In addition, an amendment to the Articles of the Company, to merge or demerge within the meaning of Part 7 of Book 2 Dutch Civil Code or to dissolve the Company requires a proposal in this respect from the holder of the priority Share. Issue and redemption of Shares Since the Company has an open-ended structure, the Company will in principle issue, redeem or transfer redeemed Shares in a Fund on each Dealing Day at the request of (prospective) investors, unless (i) the NAV calculation is suspended or (ii) this Prospectus provides otherwise. No fractions of Shares will be issued. Please refer to clauses 7 and 9, respectively of the Company's Articles as to the issue and redemption procedures. Only Authorized Participants may request the issue or redemption of Shares in the Funds which qualify as ETFs. These Authorised Participants will usually sell the Shares they subscribe on or more stock exchanges in order to ensure the Shares become tradable for other investors on the Secondary Market. Shares in Funds which are not ETFs will be issued and redeemed as indicated in the relevant Supplement of that Fund. Suspension of issue The Manager is authorised to temporarily suspend the issue of Shares if the calculation of the NAV is suspended in accordance with this Prospectus and no Shares of a particular Fund will be issued if a notice has been published concerning the redemption of all Shares of that Fund.

The Manager will not issue Shares if:

payment for the Shares to be issued has not been received before or on the set transaction date and time; or

the issue would result in a violation of the Articles of the Company or applicable law (including but not limited to: (1) any anti-money laundering laws, (2) United States Federal or State securities laws) and (3) the Regulations, or any term or condition of this Prospectus or the Articles of the Company; or

the issue would result in the Company being required to register as an investment company under the Investment Company Act; or

the issue would require the Shares to be registered pursuant to the Securities Act; or

the issue would cause the Company to be disqualified as an FBI or would change the Company's FATCA status; or

any other condition exists that prevents the respective Fund from promptly or accurately assessing the value of its assets; or

the issue would cause a person, not being a Qualified Holder, to become a Shareholder; or

the Manager believes that (i) it could reasonably be expected that allocation of Shares would result in the interests of the majority of the existing Shareholders being unfairly harmed; or (ii) investment of the amount to be received through allocation of Shares would be irresponsible or impossible because of the market conditions; or (iii) a further increase in the size of a Fund would result in a reduced return or an undesirable excessive liquidity position.

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Any issue request will be considered for processing on the first Dealing Day following the end of the suspension period. The Manager will inform the (legal) person concerned of such a decision and publish any suspension of redemption of Shares on the website www.abnamromarkets.nl/funds within a reasonable period of time. If a suspension period lasts for more than 30 days, the Shareholder may withdraw the issue request by written notice to the Broker/Dealer or the Administrator, provided that such notice is received on a Business Day which falls within the suspension period. After such notice, any money already received will in that case be returned immediately without interest. Suspension of redemption

The Manager is authorised to temporarily suspend the redemption of Shares if the calculation of the NAV is suspended in accordance with this Prospectus. For each Fund, the Manager may suspend the granting of redemption requests if:

the calculation of the NAV of a Fund has been suspended by the Manager (please refer to Chapter 7 "Determination of Net Asset Value"); or

the redemption would result in a violation of the Articles of the Company or applicable law (including but not limited to: (1) any anti-money laundering laws, (2) United States Federal or State securities laws) and (3) the Regulations, or any term or condition of this Prospectus or the Articles of the Company; or

the redemption would cause the Company to be disqualified as an FBI; or

the Manager believes the respective Fund is unable to repatriate monies needed for redemption at normal rates of exchange as a result of measures implemented to restrict the unlimited free transfer of monies or extreme market circumstances; or

any other condition exists that prevents the respective Fund from promptly or accurately assessing the value of its assets; or

a notice has been published concerning the redemption of all Shares of that Fund. Any redemption request will be considered for processing on the first Dealing Day following the end of the suspension period. The Manager will inform the (legal) person concerned of such a decision and publish any suspension of issue of Shares on the website www.abnamromarkets.nl/funds within a reasonable period of time. If a suspension period lasts for more than 30 days, the Shareholder may withdraw the redemption request by written notice to the Broker/Dealer or the Manager, provided that such notice is received on a Business Day which falls within the suspension period. The Manager declares that it has sufficient safeguards available to satisfy, except for any statutory provisions or except in case of suspension of issue or redemption as described in this Prospectus, the obligation it has to redeem Shares and pay the redemption amounts. Anti-money laundering and other identification requirements A prospective Shareholder acknowledges that, pursuant to amongst others Dutch anti-money laundering laws and regulations and FATCA regulations, the Manager or Broker/Dealer may be required to collect further documentation verifying its identity and determining the source of funds used to purchase the Shares before, and from time to time after, acceptance of its Account Opening Form. The prospective Shareholders will be required to provide the Manager or Broker/Dealer at any time during the term of the relevant Fund with such information as the Manager or Broker/Dealer determines to be necessary or appropriate to

http://www.abnamromarkets.nl/funds

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comply with the anti-money laundering and terrorism financing laws and regulations of any applicable jurisdiction, or to respond to requests for information concerning the identity of it from any governmental authority, self-regulatory organization or financial institution in connection with its anti-money laundering and terrorism financing compliance procedures, or to update such information. The prospective Shareholder is advised that the Manager or Broker/Dealer may provide information to a government or regulatory agency where appropriate and permitted, in connection with a request for information on behalf of a law enforcement agency investigating terrorist activity or money laundering. If information has been requested by the Company and the prospective Shareholder fails to provide such information, the prospective Shareholder shall indemnify and hold harmless the Company, the Manager and the Administrator against any loss arising out of or in connection with the failure of such person to comply with his obligations pursuant to any of the above provisions. Conversion Where permitted by the Articles of the Company, the Manager may resolve to convert Shares from one series into another series. When adopting the conversion resolution, the Manager will also determine the conditions for conversion. Any conversion will become effective once all conditions set by the Manager have been satisfied and the conversion is registered in the trade register. Shareholders may request the Company or the Manager to convert any or all of their Shares of any Fund into Shares in another Fund. A conversion request will be treated as a cash redemption request in respect of the originally held Shares and as a cash subscription application in respect of Shares of the other Fund. Costs will be charged accordingly. If, as a result of a conversion, a Shareholder would hold a fraction of a new Share, such fraction of a new Share will not be issued but the value thereof will be retained by the Manager in order to pay administration costs. Liquidation Liquidation of a Fund occurs when all Shares issued in respect of that Fund are redeemed and cancelled. The net proceeds of the liquidation of a Fund will be distributed by the Manager to the Shareholders of that Fund in proportion to the number of Shares they hold in that Fund. Restriction on the subscription and transfer of Shares applicable to US investors The Company has not been and will not be registered under the 1940 Act and holders of the Shares will not be entitled to the benefits of the 1940 Act. In addition, the Shares have not been and will not be registered under the 1933 Act. The Shares are being or will be offered and sold outside the United States in offshore transactions and only to persons who are not U.S. Persons in reliance upon Regulation S. Certain FATCA restrictions may apply to the Shares, and, subject to certain exceptions, the Shares may not be sold to U.S. Persons, non-participating FFIs, or NFFEs with one or more substantial U.S. owners. All transfers of Shares will be made pursuant to an exemption from the requirements of the 1933 Act, the 1940 Act, ERISA or any other applicable securities laws of the United States or any state thereof and only outside the United States in an offshore transaction in accordance

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with Regulation S to a person not known by the transferor to be a U.S. Person. Further, such transfers shall be effected by transfer in any usual or common form and every form of transfer shall state the full name and address of the transferor (i.e. the seller of Shares) and the transferee (i.e. the purchaser of Shares). The instrument of transfer of a Share shall be signed by or on behalf of the transferor. Mandatory Redemption of Shares and Forfeiture of Dividends Subject to the Company's Articles, the Manager may at its sole discretion terminate a Fund by redeeming a specific series of Shares constituting that Fund, provided that a 4 weeks notice has been given to Shareholders that such Shares shall be redeemed by the Company. Shareholders have no right to claim any damages or losses incurred as a result of such redemption. Certain FATCA restrictions may apply to the Shares, and, subject to certain exceptions, the Shares may not be sold to U.S. Persons, non-participating FFIs, or NFFEs with one or more substantial U.S. owners. Terms used in this paragraph have the meanings given to them by the Code and the treasury regulations promulgated thereunder. Shareholders are required to notify the Company immediately in the event that they cease to be Qualified Holders. Shareholders who cease to be Qualified Holders will be required to dispose of their Shares to Qualified Holders in accordance with the Company's Articles unless the Shares are held pursuant to an exemption which would allow them to hold the Shares. The Company reserves the right to redeem or require the transfer of any Shares which are or become owned, directly or indirectly, by a non-Qualified Holder. Please refer to clause 6 of the Articles of the Company in this respect. The register of Shareholders of the Company is conclusive evidence of the ownership of the Shares. For further information on the Shares, the issue, redemption, conversion and transfer thereof and the rights attached to Shares reference is made to the Articles of the Company. Dealings in the Funds which are ETFs The shares of all Funds which qualify as ETFs may be offered for trading on one or more stock exchanges or OTC. A distinction is made between the Primary Market and the Secondary Market. Primary Market On the Primary Market, Shares are issued by the Company to Authorised Participants or Shares held by Authorised Participants are redeemed by the Company. Only Authorised Participants are able to subscribe or redeem Shares on the Primary Market. Both subscriptions and redemptions will be based on the NAV of the relevant Fund taking into consideration any costs of execution as considered appropriate and determined by the Manager in its sole discretion. Subscription requests must be received by the Manager one Business Day prior to a Dealing Day indicated in the Supplement of each Fund in order to be eligible for processing on the basis of the NAV per Share calculated on that Dealing Day. Any applications received thereafter will be rolled over to the next Dealing Day indicated in the Supplement of each Fund. Subscription forms and/or Account Opening Forms must be sent in writing directly to the Administrator.

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Authorised Participants will be authorised to contribute component securities of the relevant Benchmark Index when paying for Shares in a Fund issued to them. These must be received by the Custodian Bank and are valued at the closing price of the Index. In circumstances in which the subscription proceeds are not received in a timely manner, the (prospective) Shareholder and/or the Broker/Dealer may be required to compensate the Company for any costs and expenses thereby created. The Manager may, in its absolute discretion, determine whether to accept subscriptions in cash or in kind. Subscribers in cash must make payment in the Base Currency or in any other payment currency authorised by the Manager. Any exchange of the currency received for the Base Currency will take place on behalf of the (prospective) Shareholder at prevailing banking rates and at the (prospective) Shareholder‟s risk and cost. Redemption Shares are redeemed on the Primary Market by the Company in exchange for delivery of (substantially all) component securities (in specie) of the relevant Benchmark Index and/or the cash distributable portion in accordance with the terms and conditions agreed to by the Company and the Authorised Participant. The Manager has the right to determine whether it will satisfy redemptions from an Authorised Participant only in kind or in cash on a case by case basis. For redemptions on the Primary Market, redemption requests must be received by the Manager one Business Day prior to a Dealing Day indicated in the Supplement of each Fund in order to be eligible for processing on the basis of the NAV per Share calculated on that Dealing Day. Any applications received thereafter will be rolled over to the next Dealing Day indicated in the Supplement of each Fund. Secondary Market Other than specified below for exceptional circumstances, potential investors who are not Authorised Participants may only purchase and sell the Shares of the Funds on the Secondary Market by placing an order via a Broker/Dealer on a stock exchange or OTC. Such orders may incur brokerage and/or other costs which are not charged by the Company and over which the Company and the Manager have no control. Such charges are publicly available on the stock exchanges on which the Shares are listed or can be obtained from the relevant Broker/Dealer. The price of the Shares will depend on, inter alia, on market supply and demand, movements in the value of the assets underlying the Benchmark Index in case of index tracking Funds as well as other factors such as prevailing corporate, economic, financial market and political conditions. A confirmation of the purchase or sale of Shares of a Fund will be provided to the (former) Shareholder by the Broker/Dealer on the day following the Dealing Day. It is the responsibility of the Broker/Dealer to provide such confirmations in a timely and legally required manner. The Company or the Manager shall not be responsible for any losses arising from any delay or incomplete confirmation. The price of any Shares traded on the Secondary Market will be determined by the market and prevailing economic conditions which may affect the value of the underlying assets. The market price of a Share listed or traded on a stock exchange may not reflect the NAV per Share of a Fund. Investors who invest in a Fund through a Broker/Dealer will not be recorded as a Shareholder on the register of Shareholders since the Shares will be held in a nominee

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name. However, these investors will have rights as a beneficial holder of the Shares in question. Shares of Funds which qualify as ETFs purchased on the Secondary Market cannot usually be sold directly back to the Company. Investors must buy and sell Shares on a Secondary Market through a Broker/Dealer and may incur fees for doing so. In addition, investors may pay more than the current NAV when buying Shares and may receive less than the current NAV when selling them. If due to exceptional circumstances, such as market disruptions or the absence of a market maker, the price of any Shares traded on the Secondary Market significantly varies from its NAV, the Company will communicate to investors who have acquired their Shares on the Secondary Market that the relevant Fund is open for direct redemptions. Investors may then sell the affected Shares directly back to the Company in accordance with the Primary Market redemption mechanism. The Company will publish a breakdown of all underlying Investments of each Fund for each Dealing Day via the website www.abnamromarkets.nl/funds subject to any restrictions on the publication of data imposed by the relevant Index Providers. The Secondary Market dealing timetable depends upon the rules of the exchange upon which the Shares are dealt or the terms of the OTC trade. Please contact your professional advisor or Broker/Dealer for details of the relevant dealing timetable. Stock Exchange It is expected that the Shares of the Funds which qualify as ETFs will be listed on one or more stock exchanges. Investors can trade those Shares during the opening hours of such stock exchange. The purpose of the listing of the Shares on stock exchanges is to enable investors to purchase and sell Shares on the Secondary Market, normally via a broker, in any quantity over a minimum of one Share. Subscription payments will be made in cash. In accordance with the requirements of the relevant stock exchange, market-makers or Liquidity Providers (which may or may not be an Authorised Participant) are expected to provide liquidity and bid and offer prices to facilitate the Secondary Market trading of the Shares. Whether a specific Fund is listed and to which stock exchange is indicated in the Supplement of the relevant Fund. To the extent Shares are admitted to trading on Euronext Amsterdam, a market for the Shares may be organised by the Liquidity Providers appointed by the Company as liquidity providers on Euronext Amsterdam. These Liquidity Providers shall take all necessary measures to create and organise sufficient liquidity in the market for buyers and sellers of Shares. As a result, at any time a price will be available against which Shares can be acquired from or sold to the Liquidity Provider. Transactions between (prospective) Shareholders and a Liquidity Provider are the responsibility of those parties, not of the Company. NAV Trading Facility The Manager may decide that certain Shares admitted to trading on Euronext Amsterdam will be traded through the NAV Trading Facility provided by Euronext Amsterdam. The objective of this trading facility is to increase the efficiency and effectiveness of the existing distribution infrastructure and provide a fair and transparent framework to access ETFs at their NAV (+/-) Each ETF traded in accordance with this model will have a single Fund Agent appointed by the Manager. Whether an ETF is traded in accordance with this model will be indicated in the relevant Supplement. More information on the NAV Trading Facility can be consulted at https://europeanequities.nyx.com/members/nav-trading-facility.

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Authorised Participant and Liquidity Provider As customary in the ETF business, the functions of Authorised Participant and Liquidity Provider will be provided by parties other than the Manager. Dealings in the Funds which are not ETFs The Shares of all Funds which do not qualify as ETFs may be offered for trading in accordance with the relevant Supplement in respect of such Fund. Additional information will be included in the Supplement in case a Fund does not qualify as ETF or is offered for trading and comprise the following:

the methodology and periodicity for calculating the NAV and related issue and

redemption price

where, how and how often the issue and redemption price will be published

the issue and redemption procedure as far as it deviates from the included description of

the issue and redemption process

confirmation of Manager that the respective Fund is obliged, if requested by

Shareholders, to redeem the Shares against the assets of the respective Fund or to

repay the value of the relevant Shares in another manner

the independent custodian for the respective Fund.

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9. FUNDS PAYMENTS AND COSTS

General The Company's costs are enclosed in an all in one fee structure with each Fund paying all of its fees, operating costs and expenses and will be included in the Supplement for each Fund. Furthermore, each Fund will have to pay its due proportion of any costs and expenses of the Manager allocated to it. These costs will be in line with the provisions of this Prospectus. The all in one fee structure is calculated as a single flat fee, being the Ongoing charges figure (OCF). The OCF differs per Fund. Please refer to each Supplement for the details of the OCF for each Fund. All cost components mentioned below are inclusive of VAT (if applicable), unless stated otherwise. Since the Company (and as such the Funds) will be unable to deduct any VAT due in respect of expenses to be paid, such VAT should be considered a cost for the Funds and as such be taken into account in calculating the OCF. Ongoing charges figures The OCF consists of the following components: 1. Fund administration and fund financial accounting costs Fund administration and fund financial accounting costs may be charged where the Manager has appointed an Administrator. 2. Custody costs Custody related costs (such as tax reclaim, paying agent, transfer agent, listing agent and Corporate Action handling) are dependent on the jurisdiction in which the underlying assets are held. 3. Auditing costs Each financial year each Fund will have their annual accounts audited by a certified auditor. 4. Supervisory costs The Company and the Funds are registered with the AFM and listed on one or more regulated markets. The yearly costs of supervision (both AFM and DNB) will be charged to the Funds pro rata to the Shares issued in the respective Funds. 5. Issuing and listing fees The Funds are listed on one or more regulated markets. The issuing and listing fees will be charged to the Funds pro rata to the Shares issued in the respective Funds. 6. Index licence fees Licence Fee to be paid by the relevant Fund to the licensor of the relevant Benchmark Index.

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7. Tax advisory costs With each dividend payment of a Fund to the investors, such Fund has to report to the Tax authorities. The Fund is supported by a Tax advisor for a timely and correct declaration.

8. Management Fee The Manager receives a Management Fee for portfolio management activities. The Management Fee is the share of the OCF that remains after all applicable fees, charges and costs as set out in under 1 through 7 and 9 have been paid out of the OCF. 9. Other costs Any other costs, including any fees and costs charged by the advisors, do not exceed 10% of the costs indicated above under 1 through 8. An example of these costs is legal expenses relating to the Prospectus. The Company and the Funds may invest directly and indirectly in other investment funds and it may therefore incur costs associated with such investment. Transaction costs, Fees and levies In order to track the Benchmark Index, the Funds will have to rebalance their portfolio from time to time. The transaction costs related to the rebalancing of the portfolio are incurred in the sell/buy price of the investments that are rebalanced. The transaction costs and any corresponding fees and levies are not further specified and are not part of the OCF. These costs do contribute to the tracking error. The transaction costs incurred per Fund will be periodically disclosed in the notes to the annual accounts of the relevant Fund issued after any such costs were incurred. In case the transaction costs, fees and levies for a Fund are expected to be in excess of 0.1% of the NAV this will be disclosed in the relevant Supplement. Cost of incorporation of the Company The costs of incorporation of the Company have been paid by ABN AMRO. Any costs in connection with the introduction of new Funds will be dealt with as set out in the relevant Supplement. Creation and redemption costs (Authorised Participant fee) The Authorised Participant is paid for the services provided in the creation and redemption process. This fee is payable by the creating or redeeming Shareholder to the Authorised Participant and is not part of the OCF. These costs do not contribute to the tracking error. Fund Agent Costs Investors who acquire Shares of Funds listed on Euronext Amsterdam and are traded through the NAV Trading Facility may be charged with any applicable costs of execution as determined by the Fund Agent. These costs of execution will increase the price of the Shares. These costs are not part of the OCF and do not contribute to the tracking error.

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10. DIVIDEND AND VOTING POLICY Dividend policy The Company qualifies as an FBI for Netherlands tax purposes and under the Netherlands tax regulations that apply to the Company it needs to distribute a statutory defined part of its profits within eight months of each financial year-end. The Manager shall subdivide the result of the Company in a financial year per Fund. No later than immediately after adoption of the annual accounts of a specific financial year, the general meeting of Shareholders may determine with regard to each Fund, on the proposal of the Manager, that the profit made in the relevant financial year be added to the reserve account maintained for the relevant Fund insofar possible to maintain the FBI status. The profit of a Fund that is not reserved shall remain at the disposal of the general meeting of Shareholders and can be distributed subject to and in accordance with the Articles. Dividends will normally be declared with a view to being paid either monthly, quarterly, semi-annually or annually. The dividend payment frequency for each Fund is described in the Articles and further outlined in each Supplement. Please refer to the website www.abnamromarkets.nl/funds for further information on the dividend and the dividend calendar. Dividends declared payable and the manner in which dividends will be payable shall be

announced on the website www.abnamromarkets.nl/funds and in a nationally distributed

Dutch newspaper. In addition, the Manager will inform the relevant authorities such as

Euronext Amsterdam, AFM and Euroclear when dividends are declared and in what manner

dividends will be payable.

Dividends will be declared and paid in the Base Currency of the applicable Fund. Foreign exchange conversions of dividend payments are at the cost and risk of Shareholders. Any dividend which has remained unclaimed for five years from the date of payment shall be forfeited and cease to remain owing by the Company and will be attributed to the relevant Fund. No guarantee dividends will be received nor will be paid out. If the profit made during a financial year is added fully or partially to the reserve account maintained for the relevant Fund in accordance with the Articles of the Company, dividend shall be distributed, to the extent possible, on the priority Shares equal to five per cent (5%) of the nominal amount of such priority Shares. No further profit distribution shall be made on the priority Shares. Voting policy The Company will refrain from exercising any voting rights attached to the component securities of the Benchmark Index it holds, unless refraining from voting will not be in the best interests of the Company, a Fund or the Shareholders.

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11. RISKS General Any potential Shareholder should consider the following risk factors before investing in the Funds in the Company. Each Fund is intended for long-term investors who can accept the risks associated with investing in that Fund. An investment in a Fund involves various risk factors, including the possibility of partial or total loss of a Fund‟s capital and prospective Shareholders should not subscribe unless they can readily bear the consequences of such loss. There can be no assurance that a Fund will achieve its investment objective or that there will be any return on or of capital. Market and economic conditions may change significantly during the term of a Fund. Prospective Shareholders should be aware that the securities and other investments of the Company are subject to normal market fluctuations and other risks inherent in investing in securities and other investments. There can be no assurance that the value of securities and other investments will rise. The value of securities and the income derived from them may fall as well as rise and Shareholders may not recover the original amount invested in the Company. There is no assurance that the investment objective of the Company will actually be achieved. Where the Funds are intended to track a Benchmark Index, the risk of Shareholders in the Company is diversified; however, they will still bear the normal risks of investing in the component securities of that Benchmark Index. In particular, the Company will usually continue to hold a component security or a security, which gives an equivalent price performance to the component security until the component security is removed from the Benchmark Index even where that security is decreasing in value. The following is not intended to be an exhaustive list of the risk factors relating to investing in the Funds of the Company. Rather, the following are only certain specific risks to which Shareholders will be subject, which prospective Shareholders should discuss with their professional advisors. Prospective Shareholders should conduct their own due diligence assessment of an investment in a Fund, independently and without reliance on any of the Manager, the Administrator or their respective affiliates or advisors. Additional risk factors for a specific Fund, if any, will be set out in the relevant Supplement. The Company considers the following risk factors to be relevant to any potential Shareholders. These risk factors, which may adversely affect the value of and return on the Shares to a greater or lesser extent, are discussed below in the general order of relevance. The order of relevance of the risks per Fund may differ.

Risks inherent to the business

Index Risk An index is generally constituted pursuant to certain criteria or methodologies. The methodology of an index may account for fees and may provide discretions to the Index Provider. Certain methodologies are designed to obtain an optimal return from an index at a specific point in time and this may result in a limited increase in value of the index. Additionally, features of an index to provide protection in a depressed or falling market may result in an index performing less strongly in a rising market.

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The Funds track indices which are generally composed of stocks, bonds, commodities, etc. Investments in such securities associate with risks like significant fluctuations in prices of these stocks, inflation, interest rates, etc. The past performance of an Index is not necessarily a guide to its future performance and no Index Provider has any obligation to take the needs of the Company or the Shareholders into consideration in determining, composing or calculating any index. When the investment policy of each Fund seeks to track the performance of the Benchmark Index as closely as possible, there is no guarantee that any Fund will achieve its investment objective. Certain factors may adversely affect the tracking or replication by a Fund of its Benchmark Index. These may include the fees and expenses which are not reflected in the Benchmark Index, regulatory constraints that do not affect the calculation of a Benchmark Index, not having access to component securities of the Benchmark Index available at particular times, operating expenses, operational inefficiencies, cash flows, etc. The goal is to minimise the tracking error. When the index a Fund tracks concentrates in a particular sector or industry, group of industries or sector, the performance of that Fund may be susceptible to economic, political, social or regulatory incidents affecting that industry or group of industries. Additionally, a Fund may be subject to price volatility. When the index a Fund tracks consists of shares, the performance of the underlying shares is decisive for the development of the value of the Fund. The performance of the shares cannot be predicted and is determined by macroeconomic factors, e.g. the interest and price level on the capital markets, currency developments, political circumstances as well as entity specific factors such as profitability, market position, risk situation, shareholder structure and dividend policy. Shareholders should note that, from time to time, because of a prohibition contained in the Regulations or because, in the judgment of the Manager, following the Benchmark does not serve the interests of Shareholders at a particular time and/or where foreign government policies prevent the Manager from physically replicating the exposure of certain index constituents, the Manager may apply any investment strategies it considers appropriate, provided (i) that they do not violate the Regulations or Notices and (ii) they serve the interests of the Shareholders. Transaction costs associated with the use of any investment strategies in such circumstances will be paid out of the assets of the relevant Fund. Shareholders should note that, from time to time, the Manager reserves the right, if it considers it in the best interest of a particular Fund to do so, to substitute the Benchmark Index of a specific Fund for another index. In the interest of Shareholders, the Manager may in its sole discretion decide to employ Optimisation Techniques. As a consequence, the Funds may not fully replicate the Benchmark Index they track. Liquidity Risk The Shares of the Funds may be listed on one or more recognised stock exchanges. This does not guarantee sufficient liquidity in the Shares for (prospective) Shareholders to buy or sell Shares or that the market price of the Shares will equal the Shares' NAV. The NAV of the Shares will be affected by changes in the market value of the investments the Company holds. The market price of the Shares will fluctuate in accordance with the supply and demand on the Secondary Market. Regulated market rules and regulations may apply to the trading in the Shares.

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As the Funds will be investing in securities of the index to be tracked, any illiquidity factors affecting those securities will have a direct impact in the liquidity of the Shares of the Funds. Furthermore, liquidity of the Shares of the Funds may be less than the securities of the index to be tracked. Limitations may apply for trading of the Shares of the Funds. There may be circumstances in which no price can be quoted for the Shares of the Funds and they cannot be traded. Temporary Suspension of Redemption Investors are reminded that in certain circumstances their right to redeem or convert Shares may be temporarily suspended. See „Suspension of redemption' at page 27. Interest Rate Risk This risk will be present mainly in Funds that invest in debt relates securities. Changes in (official) interest rates in general will have an influence on the Benchmark Index and therefore they will have an (positive or negative) influence on the value of the Funds and its Shares. Credit Risk Debt securities are subject to an inherent risk which stems from the potential default of the issuer of such securities. If the Manager launches a Fund which includes debt securities, this debt related credit risk will be of importance. Currency Risk The Base Currency of a Fund is generally selected to match the Base Currency of the Benchmark Index of the Fund. It could occur that a Fund acquires Investments which do not match the Base Currency of the Fund. For example when the Benchmark Index consists of multi-currency underlying assets or when the valuation of the Benchmark Index is done in a different currency than the currency of the underlying assets of such Benchmark Index. Therefore, any Investments may be affected either positively or negatively by fluctuations in the exchange rate of the different currencies. Inflation Risk In general, all types of investments are concerned by this risk. In the case where the performance of the Benchmark Index and therefore the performance of a Fund does not keep pace with inflation, this will lead to a reduction in the investors‟ purchasing power. A higher inflation percentage will lead to a bigger risk of a reduction in purchasing power. Market Risk The general market conditions influenced by political, economic and social events may have an impact on the value of securities which may increase or decrease in response. These fluctuations will affect the NAV of the Shares in a temporary or permanent manner affecting the Investments either positively or negatively. The value of the Shares of each Fund and any income derived from them may rise and fall, also due to the potential risk of erosion as a consequences of the redemption of any Shares and distribution of profits in excess of the investment results.

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Counterparty Risks General This risk relates to the quality or the default of counterparties with which the Manager and/or the Company has concluded agreements. The Manager and/or the Company will be subject to the risk of the inability or refusal of Liquidity Providers, Authorised Participants, clearing and payment institutions or other counterparties to duly and timely perform their duties under the agreements entered into by the Manager and/or the Company. Counterparty risk related to the Custodian Bank and other depositaries The Company and the Funds will be exposed to the credit risk of the Custodian Bank or any depository used by the Custodian Bank where cash or other assets are held by the Custodian Bank or other depositaries. In the event of the insolvency of the Custodian Bank or other depositaries, the Company will be treated as a general creditor of the Custodian Bank or other depositaries in relation to cash holdings of the Funds. The Funds‟ securities are however maintained by the Custodian Bank and sub-custodians used by the Custodian Bank in segregated accounts and should be protected in the event of insolvency of the Custodian Bank or sub-custodians. Any assets that comprise of Securities in the Giro System are under the law of the Netherlands considered to be property of the customers of the Custodian Bank, and will therefore not be affected by a bankruptcy of the Custodian Bank. To mitigate the Funds‟ exposure to the Custodian Bank, the Manager employs specific procedures to ensure that the Custodian Bank is a reputable institution and that the credit risk is acceptable to the Manager. The Company only transacts with custodians that are regulated entities subject to prudential supervision. Settlement risk There is always a risk that another party will fail to deliver the terms of a contract at the time of settlement. Settlement can be a risk associated with default at settlement and any timing differences in settlement between two parties.

Risks relating to the use of financial derivative instruments (FDIs)

FDIs comprise certain distinct risks which may expose investors to a greater risk of loss. These risks may amount credit risk in relation to counterparties with whom a specific Fund trades, settlement default, absence of liquidity of the FDI, tracking error due to the change in value of the FDI and the change in value of the underlying asset and greater transaction costs than through the direct acquisition of the the underlying assets. Additionally, a Fund may be required to secure its obligations to its counterparty when entering into an FDI transaction. The security provided may eventually surpass the value of the relevant Fund‟s obligations to the counterparty. Further risks related to investing in FDIs may comprise a counterparty risk which occurs when a counterparty breaches its obligations to provide collateral. Transactions relating to uncollateralised FDIs involve direct counterparty risk. Such risk will remain for the period during the trading and the settlement date. A breach or default by the counterparty of the FDI may result in a decrease in the value of the Fund.

Risks relating to the Company, the Manager and the Custodian Bank Lack of operating history

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The Company, the Manager and each Fund, when formed, will have no operating history. The past performance of other investments made by an Affiliate of the Company or the Manager is not an indication of the future results of an investment in a Fund. Operational Risks The Funds‟ business/platform is being set up with the Manager at its core. The Manager is the entity responsible for ensuring that processes run appropriately, controls are in place, etc. Operational risk imposes an inherent character and related risks as such cannot be eliminated completely. The Manager as any other company depends on people and systems which are fallible. The Manager risk controls are based on those of ABN AMRO. The systems and equipment to be used are also of ABN AMRO. No right or power to take part in the management of the Company or a Fund Substantially all decisions with respect to the management of the Company or a Fund are made exclusively by the Manager. Shareholders have no right or power to take part in the management of the Company or a Fund. The Manager is responsible for all of the investment decisions of the Company or a Fund. Furthermore the Manager may also decide to liquidate a Fund at its sole discretion. No guarantee of redemption of Shares Though the Company is an open-ended investment institution and it therefore is in principle prepared to redeem Shares, the redemption of Shares is subject to material restrictions and may in circumstances be suspended (please see Chapter 8 "Shares, participation in the fund(s), issue, redemption and transfer of shares"). Shareholders are reminded that, if the calculation of the NAV is suspended, they may not at that time redeem Shares. As a result thereof, Shareholders may have to hold their Shares for a longer period of time than they want to. Risks relating to the Custodian Bank Due to the insolvency, negligence or fraudulent actions of the Custodian Bank or sub-custodians, the value of the Shares may decline. Conflict of Interest The relationships between the Company, the Manager, the Custodian Bank and their respective Affiliates may present conflicts of interests regarding the operation of the Company. While the Manager will take measures to mitigate such conflicts in accordance with the policy as described in Chapter 16 "Other Information" of this Prospectus, such conflicts may not be eliminated entirely.

Legal and Tax Risks General The asset management and investment funds industry is subject to legal and regulatory controls, and both the Company and the Manager must comply with all applicable laws, Regulations and regulatory standards. Failure to comply could have a material adverse effect on the Company and the Manager including, but not limited to, the withdrawal of licences and

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the payment of fines. In addition, the application of these laws, Regulations and regulatory standards could have an adverse effect on the operations of the Company and the Manager. In addition, any changes in applicable laws, Regulations and regulatory standards may inhibit the Company's or the Manager's ability to operate the Company or a Fund in compliance with the Prospectus. Segregated liability The Company is structured as an umbrella fund with administrative segregated liability between its Funds. A Fund is an administratively separated part of the assets of the Company for which a separate investment policy is pursued. As a result, the assets of each Fund only serve to satisfy claims arising from debts related to that Fund and the rights of Shareholders participating in that Fund.

The Company is a single legal entity that may operate or have assets held on its behalf or be subject to claims in other jurisdictions that may not recognise such segregation. If an action was brought against the Company in a venue other than the Netherlands, a creditor may seek to seize assets of one Fund in satisfaction of a debt or liability owed by another. Taxation Risk Investments in one or more Funds have tax implications for the investor. See Chapter 15 "Taxation" for information in this respect. The value and return of an investment depends on several relevant tax laws and implications and therefore imposes a risk for investors. As such, no guarantee can be given that the financial objectives of the investor will actually be achieved. Dividend and interest payments received by the Company from foreign investments can be subject to withholding tax payable to the country of residence of the entity making such payments. Under a treaty for the avoidance of double taxation concluded between the Netherlands and the country of residence of the entity making the payments, this withholding tax may be reduced or a (partial) refund may be available. There is a risk that in relation to certain countries there is a severe delay in the refund procedure or even reluctance to provide reductions or refunds of withholding tax. This can have a negative effect on the proceeds that the Company has available to distribute to its investors. In various jurisdictions in which the Company and/or a Fund may hold investments a financial transaction tax, a bank levy or similar levy may apply or may be introduced at a certain point in time in the future. This can have a negative effect on the proceeds that the Company has available to distribute to its investors. Risk of loss of FBI status If the Company loses its FBI status, the Company will become subject to Dutch corporate income tax on its taxable profits at up to a maximum rate of 25%. Losing the FBI status would have a negative effect on the proceeds that the Company and/or a Fund have available to distribute to its investors. FATCA risk General guidance FATCA imposes a new reporting regime and potentially a 30% withholding tax with respect to certain payments to any non-US financial institution (a FFI) that does not (i) become a "Participating FFI" by entering into an agreement with the U.S. Internal Revenue Service

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("IRS") to provide certain information on its account holders or (ii) qualify as a "registered deemed-compliant FFI" (as defined by FATCA) or meet another exemption. If the Company becomes a registered deemed-compliant FFI or becomes a Participating FFI, holders may be required to provide certain information or otherwise comply with FATCA to avoid withholding on amounts paid on the Shares or the mandatory redemption of their Shares. Although the Company expects to become a registered deemed-compliant FFI, no assurance can be provided that the Company will be so designated. If the Company does not qualify for an exemption (or become a Participating FFI), the Company may be subject to a 30% withholding tax on all, or a portion of all, payments received from U.S. sources and from Participating FFIs. FATCA is particularly complex and its application is uncertain at this time. The above description is based in part on proposed regulations and official guidance that is subject to change. Shareholders should consult their own tax advisers on how these rules may apply to payments they receive under the Shares. Netherlands guidance The Netherlands is expected to conclude a so-called Intergovernmental Agreement (“IGA”) on FATCA. The Company will follow the necessary requirements from this IGA and further relevant detailed guidelines. Mandatory Redemption The Manager may at its sole discretion require the mandatory redemption or transfer of Shares beneficially owned by any Shareholder and terminate a Fund by redeeming a specific series of Shares constituting that Fund, provided that a 4 weeks‟ notice has been given to Shareholders that such Shares shall be redeemed by the Company. Shareholders have no right to claim any damages or losses incurred as a result of such redemption. FDI risk The use of FDIs may expose a Fund the risk of loss due to an unforeseen regulatory change in respect of FDIs or because a court declares an agreement unenforceable. Changes in political matters, legal, tax and regulatory Political risk may include changes in the current governments which may result in legal, tax and regulatory changes. Legal, tax and regulatory changes could occur during the term of a Fund that may adversely affect that Fund.

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12. MEETINGS OF SHAREHOLDERS, AMENDMENT OF THE ARTICLES, MERGER AND SPLITTING OF THE COMPANY

Meetings of Shareholders The Shareholders shall take no part in the operation of the Company, any Fund or the management or control of its respective affairs, and shall have no right or authority to bind the Company's or Fund's assets or to take any part in or anyway to interfere in the conduct or management of the Company or a Fund or to vote on matters relating to the Company or a Fund other than as set forth in the Articles of the Company. Shareholders' meetings will be held in Amsterdam, the Netherlands or at such other place as indicated in the Articles and determined by the Manager. The annual Shareholders' meeting shall be held at a time to be determined by the Manager at its sole discretion but no later than 4 months after the end of each financial year. Other Shareholders' meetings shall be held as often as the Manager deems necessary or otherwise in accordance with the Articles of the Company. Shareholders' meetings shall be convened by the Manager in its capacity as sole managing director of the Company. The Manager shall convene the meeting no later than on the 42nd day before the day of the Shareholders' meeting or the day that Dutch law at any time stipulates as the final day for convening the meeting or otherwise in accordance with the Articles of the Company. The notice of the meeting shall contain the agenda and any further information the Manager deems relevant for the Shareholders' meeting. The notice will be published on the website www.abnamromarkets.nl/funds, in a nationally distributed Dutch newspaper and/or through other means of electronic public announcement in accordance with the Articles of the Company. Shareholders will have the right to attend and speak at, and to the extent applicable, to exercise their voting rights in the General Meeting of Shareholders. Please refer to the Articles of the Company for further information on the Shareholders' meetings and meetings of holders of a specific series, i.e. a Fund. Amendment to Articles of the Company, merger, split or dissolution of the Company An amendment of the Articles or a merger, split or dissolution of the Company requires a resolution of the general meeting of Shareholders pursuant to a proposal in this respect by the holder of the priority Share. In the one-month period preceding above mentioned operations, the investment policy of a specific as described in the relevant Supplement may be departed from under the limitations and conditions prescribed by the Regulations. Please refer to Chapter 16 "Other Information" of this Prospectus for more information on the procedure of amendments to the Articles of the Company. In the event of the Company‟s dissolution, the Manager or another person will be charged with effecting the liquidation of the Company's affairs in accordance with the Articles and without prejudice to the provisions of the Regulations.

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Distributions of any balance remaining after payment of the dissolved Company's debts will take place in accordance with the Articles of the Company to the eligible parties in proportion to the Shares they held.

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13. REPORTING AND PUBLICATION Prospectus and KIID A copy of the Prospectus (with its Appendices), the KIIDs and any future Supplement will be provided for everyone free of charge upon request. These documents will also available on the website www.abnamromarkets.nl/funds. Annual report The financial year of the Company runs from and including 1 January up to and including 31 December of each year. The annual report will be expressed in Euro (€) and will be published within four months after the end of the financial year. The annual accounts will be audited by KPMG Accountants N.V. The first annual report will cover the period from incorporation of the Company up to and including 31 December 2013. The annual report will be published on the website www.abnamromarkets.nl/funds. Furthermore, a copy of the annual Report may be obtained upon request at the offices of the Manager free of charge. Semi-annual report Semi-annual figures will be drawn up and published within 9 weeks after the end of the first half of the financial year. The first semi-annual report will cover the period from incorporation of the Company up to and including 30 June 2013. The semi-annual report will be published on the website www.abnamromarkets.nl/funds. Furthermore, a copy of the semi-annual report may be obtained upon request at the offices of the Manager free of charge. Monthly reports In addition, a monthly report will be issued no later than 2 weeks after the end of the month concerned in which such information as the NAV per Share, the total value of the assets of each Fund, the composition of the assets of each Fund and the number of outstanding Shares in each Fund will be stated. The monthly reports will be published on the website www.abnamromarkets.nl/funds. Information about affiliates Current information regarding affiliates will be provided in the semi-annual announcements and annual reports and will be published on the website www.abnamromarkets.nl/funds. NAV The NAV per Share for each Fund shall be made available at the offices of the Manager on or before the opening of business of each Dealing Day. The NAV per Share per Fund will also be published daily on the website www.abnamromarkets.nl/funds on the Business Day following the Valuation Point. Any publication of the NAV is for information purposes only and does not constitute an offer to redeem, convert or subscribe Shares at the published NAV. Investment policy The investment policy of the Company as well of each of the Funds as well as any intended amendments to the investment policy of a Fund will be published on the website www.abnamromarkets.nl/funds.

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Payments to Shareholders Information about payments to Shareholders per Fund will be published on the website www.abnamromarkets.nl/funds. Articles of association The Articles as well as any intended amendments to the Articles will be published on the website www.abnamromarkets.nl/funds. Furthermore, a copy of the Articles as well as any intended amendments may be obtained upon request at the offices of the Manager free of charge. Licence The licence of the Manager is available at the offices the Company and the Manager. A copy thereof can be obtained free of charge on request. General meeting of shareholders Information with respect to any general meeting of Shareholders of the Company including announcements will be published on the website www.abnamromarkets.nl/funds. Annual report and semi-annual reports of the Manager The annual report and the semi-annual report of the Manager will be published on the website www.abnamromarkets.nl/funds. Amendments and Supplements to the Prospectus Any amendments and Supplements to the Prospectus will be published on the website www.abnamromarkets.nl/funds. Other Any information about the Funds and the Manager which in consequence of any legal prescription must be included in the Commercial Register will be on the website www.abnamromarkets.nl/funds and can be obtained thereof free of charge, Furthermore, any new information regarding the Shares per Fund will be published on the website www.abnamromarkets.nl/funds. The information as stated above is also available at the offices of the Company (and a copy thereof can be obtained upon request free of charge).

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14. FINANCIAL SUPERVISION ACT The Company, the Manager and the Funds are authorised by the AFM. The AFM and DNB are the joint supervisory authorities pursuant to the Regulations. The supervision by the AFM primarily relates to conduct of business supervision whereas the supervision of DNB focuses on prudential supervision. A licence under the Wft provides certain safeguards to investors as licences are only granted if requirements on expertise and integrity, capital adequacy, the conduct of business and information provisions are satisfied. The Company, the Manager and the Funds are furthermore subject to periodic reporting requirements and compliance with guidance and directions of the AFM and DNB.

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15. TAX PROVISIONS General The following summary outlines certain principal Netherlands tax consequences of the acquisition, holding, redemption and disposal of Shares in the Company and of the Netherlands tax position of the Company, but it does not purport to be a comprehensive description of all Dutch tax considerations that may be relevant with respect thereto. This summary is intended as general information only and each prospective investor should consult a professional tax adviser with respect to the tax consequences of an investment in the Shares. This summary is based on tax legislation, published case law, treaties, regulations and published policy, in each case as in force as of the date of this Prospectus, and it does not take into account any developments or amendments thereof after that date whether or not such developments or amendments have retroactive effect.

This summary does not address the Dutch tax consequences for:

(i) Shareholders holding a substantial interest (aanmerkelijk belang) or deemed

substantial interest (fictief aanmerkelijk belang) in the Company and investors of

Shares of whom a certain related person holds a substantial interest in the Company.

Generally speaking, a substantial interest in the Company arises if a person, alone or,

where such person is an individual, together with his or her partner (statutory defined

term), directly or indirectly, holds or is deemed to hold (i) an interest of 5% or more of

the total issued capital of the Company or of 5% or more of the issued capital of a

certain class of Shares of the Company, (ii) rights to acquire, directly or indirectly,

such interest or (iii) certain profit sharing rights in the Company;

(ii) pension funds, exempt investment institutions (vrijgestelde beleggingsinstellingen) or

other entities that are exempt from Dutch corporate income tax; and

(iii) persons to whom the Shares and the income from the Shares are attributed based

on the separated private assets (afgezonderd particulier vermogen) provisions of the

Dutch Income Tax Act 2001 (Wet inkomstenbelasting 2001) and the Dutch Gift and

Inheritance Tax Act (Successiewet 1956). Where this summary refers to the Netherlands, such reference is restricted to the part of the Kingdom of the Netherlands that is situated in Europe and the legislation applicable in that part of the Kingdom. Taxation of the Company

The Company has the status of fiscal investment institution (fiscale beleggingsinstelling or

FBI) within the meaning of article 28 of the Vpb and as such the Company and the Funds are

subject to Dutch corporate income tax at a rate of 0%. In order to qualify for the FBI regime,

the Company is required to distribute a statutory defined part of its profits within eight months

of each financial year-end. If certain requirements are met, the Company may opt to add,

after deduction of certain costs, to a reinvestment reserve (herbeleggingsreserve) the net

balance calculated in accordance with the Dutch tax principles of sound business practice, of

valuation gains and losses in relation to investments in securities as well as the net balance

of gains and losses in relation to the disposal of other investments. The amounts added to

48

the reinvestment reserve do not form part of the profits of the Company that need to be

distributed within eight months of each financial year-end.

Furthermore, if any Fund is listed on Euronext Amsterdam, the following restrictions will

apply to investors in the Company in order for the Company and the Funds to maintain their

FBI-status:

(i) no individual may hold a direct or indirect interest (belang) of 25% or more in the

Company;

(ii) no single entity that is subject to tax on its profits (or whose profits are subject to tax

at the level of its investors/beneficiaries) may, together with related entities, own 45%

or more of the Company's Shares. For the purpose of this test, Shares on which an

entity may vote at the general Shareholders meeting, whether or not on the basis of

an agreement with other Shareholders, are also taken into account when determining

the 45% threshold. This restriction does not apply to participations in the Company

held by other FBIs that are listed on a stock exchange or have a permit under the

Regulations or which are not obliged to have such a permit under this act, as they are

resident in and monitored in another Member State; and

(iii) no Netherlands resident entity may hold an interest (belang) of 25% or more in the

Company through a foreign (non-Netherlands resident) fund for joint account (fonds

voor gemene rekening) or through a foreign entity with a capital divided into shares

(vennootschap met een in aandelen verdeeld kapitaal).

Dividend Withholding Tax

Dutch and foreign withholding tax on income received by the Company

Dividend distributions made by Netherlands resident entities to the Company will be subject

to 15% Netherlands dividend withholding tax. In addition, withholding tax may be withheld on

proceeds derived by the Company from foreign investments, both on dividends as well as on

interest payments made to the Company. With respect to payments received from foreign

investments, the Company should, in principle be able to benefit from treaties for the

avoidance of double taxation ("Tax Treaties") that have been concluded between the

Netherlands and the jurisdiction of the entity paying the dividends or interest. The application

of these Tax Treaties may result in a lower withholding tax rate than the statutory foreign

withholding tax rate on interest and dividends received by the Company from foreign

investments.

Dutch dividend withholding tax on distributions made by the Company

General

Under the Dutch Dividend Tax Act 1965 (Wet op de dividendbelasting 1965), dividends

distributed by the Company are subject to 15% dividend withholding tax. In this respect,

dividends are defined as the proceeds from shares, which include:

(i) proceeds in cash or in kind including direct or indirect distributions of profit;

(ii) liquidation proceeds, proceeds on redemption of the Shares and, as a rule, the

consideration for the repurchase of the Shares by the Company in excess of its

average paid-in capital recognised for Dutch dividend tax purposes, unless a

particular statutory exemption applies;

49

(iii) the par value of Shares issued to an investor of the Shares or an increase of the par value of the Shares, except when the (increase in the) par value of the Shares is

funded out of the Company's paid-in capital as recognised for Dutch dividend tax

purposes; and

(iv) partial repayments of paid-in capital for tax purposes, if and to the extent there are

qualifying profits (zuivere winst), unless the general Shareholders meeting of the

Company has resolved in advance to make such repayment and provided that the

nominal value of the Shares concerned has been reduced by an equal amount by

way of an amendment of the Articles and the paid-in capital is recognised as capital

for Dutch dividend tax purposes.

Remittance Reduction

The Company needs to remit to the Dutch tax authorities the 15% dividend withholding tax

that it is required to withhold on dividend payments. However, being an FBI, the Company is

entitled to the so-called remittance reduction or afdrachtvermindering of article 11a Dividend

Tax Act 1965 (Wet op de dividendbelasting 1965). As a result of the remittance reduction the

amount of dividend withholding tax that the Company is required to remit to the Dutch tax

authorities is reduced, if the Company itself has received dividends and interest that have

been subject to a Dutch or foreign withholding tax. The remittance reduction increases the

amount that the Company can distribute.

The amount of the remittance reduction is determined based on the withholding tax that has

been withheld on dividends and interest received by the Company. The amount of the

remittance reduction is equal to the aggregate amount of:

(i) the Dutch dividend withholding tax withheld in respect of dividends received by the

Company from its investments in Dutch assets, in particular shares in Netherlands

companies; and

(ii) any foreign withholding taxes withheld in respect of dividends and interest received by

the Company from its investments in foreign assets – i.e. shares in, and debt

instruments issued by, foreign companies.

The remittance reduction in respect of the foreign withholding taxes is limited to 15% of the

amount of the foreign dividend or interest payment. In addition, the remittance reduction is

further reduced with the amount for which beneficial owners with an interest in the Company

would be eligible under article 10 Dividend Tax Act 1965, the Tax Arrangement for the

Kingdom (Belastingregeling voor het Koninkrijk), the Tax Arrangement for the country the

Netherlands (Belastingregeling voor het land Nederland) or a Tax Treaty for a reduction or

refund of the Dutch withholding tax with respect to dividends distributed by the Company that

stem from the foreign dividends and interest.

Reduction or refund of Dutch withholding tax on dividends paid to non-residents of the

Netherlands

If an investor is a resident of a country other than the Netherlands and if a Tax Treaty is in

force between the Netherlands and that country, and such investor is the beneficial owner

(as described below) of the proceeds from the Shares, such investor may, depending on the

terms of that particular Tax Treaty, qualify for full or partial relief at source or for a refund in

whole or in part of the Dutch dividend withholding tax.

50

Entities resident in another Member State or EEA member state may claim a partial refund of

dividend tax, if these entities are exempt from profit tax in their country of residence and

would have been exempt from Dutch corporate income tax had they been resident in the

Netherlands, except that no such refund is available to entities that perform a function

comparable to an FBI or an exempt investment institution. The same applies to entities

resident in a designated third country with which the Netherlands has concluded an

agreement (either bilateral or multilateral) which includes exchange of information provisions.

This only applies to portfolio investments, i.e. investments which qualify for the free

movement of capital of article 63 of the EU Treaty.

Beneficial Owner

A recipient of proceeds from the Shares will not be entitled to any exemption, reduction,

refund or credit of Dutch dividend withholding tax if such recipient is not considered to be the

beneficial owner of such proceeds. The recipient will not be considered the beneficial owner

of these proceeds, if, in connection with such proceeds, the recipient has paid a

consideration as part of a series of transactions in respect of which it is likely:

(a) that the proceeds have in whole or in part accumulated, directly or indirectly, to a

person or legal entity that would:

(i) as opposed to the recipient paying the consideration, not be entitled to an

exemption from dividend tax; or

(ii) in comparison to the recipient paying the consideration, to a lesser extent be

entitled to a reduction or refund of dividend tax; and

(b) that such person or legal entity has, directly or indirectly, retained or acquired an

interest in the Shares, comparable to the interest it had in the Shares or similar

instruments prior to the series of transactions being initiated.

Reinvestment reserve

Repayments of the reinvestment reserve (herbeleggingsreserve) to shareholders are not

subject to Dutch dividend withholding tax.

Taxation of Investors Corporate and Individual Income Tax Residents of the Netherlands If an investor is an entity that is a resident or deemed to be a resident of the Netherlands for Netherlands tax purposes and is fully subject to Dutch corporate income tax or is only subject to Dutch corporate income tax in respect of an enterprise to which the Shares are attributable, income derived from the Shares and gains realised upon the redemption or disposal of the Shares are generally taxable in the Netherlands (at up to a maximum rate of 25%).

If an investor is an individual who is a resident or deemed to be a resident of the Netherlands

for Dutch tax purposes (including an individual who has opted to be taxed as a resident of

the Netherlands), income derived from the Shares and gains realised upon the redemption or

disposal of the Shares are taxable at the progressive rates (at up to a maximum rate of 52%)

under the Dutch Income Tax Act 2001 (Wet inkomstenbelasting 2001) if:

51

(i) the individual is an entrepreneur (ondernemer) and has an enterprise to which the

Shares are attributable or the individual has, other than as an entrepreneur or

shareholder, a co-entitlement to the net worth of an enterprise (medegerechtigde), to

which enterprise the Shares are attributable; or

(ii) such income or gains qualify as income from miscellaneous activities (resultaat uit

overige werkzaamheden), which include the performance by the individual of

activities with respect to the Shares that exceed regular, active portfolio management

(normaal, actief vermogensbeheer).

If neither condition (i) nor condition (ii) applies, an individual holding the Shares must

determine its taxable income with regard to the Shares on the basis of a deemed return on

income from savings and investments (sparen en beleggen), rather than on the basis of

income actually received or gains actually realised. This deemed return on income from

savings and investments has been fixed at a rate of 4% of the individual's yield basis

(rendementsgrondslag) at the beginning of the calendar year (1 January), insofar as the

individual's yield basis exceeds a certain threshold. The individual's yield basis is determined

as the fair market value of certain qualifying assets held by the investor of the Shares less

the fair market value of certain qualifying liabilities on 1 January. The fair market value of the

Shares will be included as an asset in the individual's yield basis. The 4% deemed return on

income from savings and investments is taxed at a rate of 30%.

The 15% dividend withholding tax withheld by the Company on proceeds from the Shares is,

in principle, creditable against the corporate income tax or income tax payable by the

Netherlands resident investor, provided the investor is considered the beneficial owner of

these proceeds.

Non-residents of the Netherlands

If a person is not a resident nor is deemed to be a resident of the Netherlands for Dutch tax

purposes (nor has opted to be taxed as a resident of the Netherlands), such person is not

subject to Dutch income tax in respect of income derived from the Shares and gains realised

upon the redemption or disposal of the Shares, unless:

(i) the person is not an individual and such person (1) has an enterprise that is, in whole

or in part, carried on through a permanent establishment or a permanent

representative in the Netherlands to which permanent establishment or a permanent

representative the Shares are attributable, or (2) is (other than by way of securities)

entitled to a share in the profits of an enterprise or a co-entitlement to the net worth of

an enterprise, which is effectively managed in the Netherlands and to which enterprise

the Shares are attributable.

This income is subject to Dutch corporate income tax at up to a maximum rate of 25%,

with a credit for the Dutch dividend withholding tax that is withheld on the proceeds

from the shares.

(ii) the person is an individual and such individual (1) has an enterprise or an interest in

an enterprise that is, in whole or in part, carried on through a permanent

establishment or a permanent representative in the Netherlands to which permanent

establishment or permanent representative the Shares are attributable, or (2) realises

income or gains with respect to the Shares that qualify as income from miscellaneous

activities (resultaat uit overige werkzaamheden) in the Netherlands with respect to the

Shares which exceed regular, active portfolio management (normaal, actief

vermogensbeheer), or (3) is (other than by way of securities) entitled to a share in the

52

profits of an enterprise that is effectively managed in the Netherlands and to which

enterprise the Shares are attributable.

Income derived from the Shares as specified under (1) and (2) by an individual is

subject to individual income tax at up to a maximum rate of 52%. Income derived from

a share in the profits of an enterprise as specified under (3) that is not already

included under (1) or (2) will be taxed on the basis of a deemed return on income from

savings and investments (as described above under "Residents of the Netherlands").

The fair market value of the share in the profits of the enterprise (which includes the

Shares) will be part of the individual's Dutch yield basis.

The non-resident individual will be entitled to credit the Dutch dividend withholding tax

that is withheld on the proceeds from the Shares against its Dutch income tax liability.

Gift and Inheritance Tax

Residents of the Netherlands

Generally, gift and inheritance tax will be due in the Netherlands in respect of the acquisition

of the Shares by way of a gift by, or on behalf of, or on the death of, an investor that is a

resident or deemed to be a resident of the Netherlands for the purposes of Dutch gift and

inheritance tax at the time of the gift or his or her death. A gift made under a condition

precedent is deemed to be a made at the time the condition precedent is fulfilled and is

subject to Dutch gift and inheritance tax if the donor is, or is deemed to be a resident of the

Netherlands at that time.

An investor of Dutch nationality is deemed to be a resident of the Netherlands for the

purposes of the Dutch gift and inheritance tax if he or she has been resident in the

Netherlands and dies or makes a gift within ten years after leaving the Netherlands. An

investor of any other nationality is deemed to be a resident of the Netherlands for the

purposes of the Dutch gift tax if he or she has been resident in the Netherlands and makes a

gift within a twelve months period after leaving the Netherlands. The same twelve-month rule

may apply to entities that have transferred their seat of residence out of the Netherlands.

Non-residents of the Netherlands

No gift or inheritance taxes will arise in the Netherlands in respect of the acquisition of the

Shares by way of a gift by, or as a result of, the death of, an investor that is neither a resident

nor deemed to be a resident of the Netherlands for the purposes of Dutch gift and inheritance

tax, unless in the case of a gift of the Shares by, or on behalf of, an investor who at the date

of the gift was neither a resident nor deemed to be a resident of the Netherlands, such

investor dies within 180 days after the date of the gift, and at the time of his or her death is a

resident or deemed to be a resident of the Netherlands. A gift made under a condition

precedent is deemed to be made at the time the condition precedent is fulfilled.

Value Added Tax

In general, no value added tax will arise in respect of payments in consideration for the issue

of the Shares or in respect of a cash payment made under the Shares, or in respect of a

transfer of Shares.

53

Other Taxes And Duties

No registration tax, customs duty, transfer tax, stamp duty, capital tax or any other similar

documentary tax or duty will be payable in the Netherlands by an investor in respect of or in

connection with the subscription, issue, placement, allotment, delivery or transfer of the

Shares.

54

16. OTHER INFORMATION Amendments to the conditions in this Prospectus including any Supplements and the Articles Any proposal to amend to the conditions in this Prospectus, any Supplement or the Articles of the Company shall be announced on the website www.abnamromarkets.nl/funds and in a nationally distributed Dutch newspaper. Any such proposal shall be accompanied with an explanation thereto on the website www.abnamromarkets.nl/funds. Any amendment to the conditions in this Prospectus, any Supplement or the Articles of the Company shall be announced on the website www.abnamromarkets.nl/funds and in a nationally distributed Dutch newspaper. Any such amendment shall be accompanied with an explanation thereto on the website www.abnamromarkets.nl/funds. Any amendments to the conditions in this Prospectus, any Supplement or the Articles of the Company that reduce the rights or guarantees given to Shareholders of the Funds or that impose burdens upon them may only come into force one month after the intended amendments have been announced on the website www.abnamromarkets.nl/funds and in a nationally distributed Dutch newspaper. During this period, Shareholders of the Funds may redeem their Shares under the usual conditions. Amendments that improve or do not affect the rights or guarantees given to Shareholders of the Funds can be implemented immediately. Amendments to the investment policy Any amendments to the investment policy of each Fund may only come into force one month after the intended amendments have been announced on the website www.abnamromarkets.nl/funds and in a nationally distributed Dutch newspaper. During this period, Shareholders of the Funds may redeem their Shares under the usual conditions. Conflicts of Interest Several activities will be outsourced by the Manager. Activities that are outsourced within ABN AMRO may potentially impose a conflict of interest. Measures are taken to mitigate potential conflicts of interest. The Manager maintains a policy regarding the detection and prevention of conflict of interests. This policy is also applicable for the supervised entities within ABN AMRO and can be found on the website www.abnamromarkets.nl/funds.

http://www.abnamromarkets.nl/funds

55

AO/IC The Manager and the Custodian Bank have documented the administrative organization and internal control as described in the Regulations. Complaints procedure Complaints regarding the Funds, the Manager, the Company or the Administrator can be submitted in writing (or by e-mail) to the Manager. The policy for submitting complaints can be found on the website www.abnamromarkets.nl/funds of the Manager. Litigation Neither the Company nor the Manager is involved in any court case or arbitration proceedings that could have an adverse effect on the financial position of the Funds, the Company and/or the Manager. Applicable law This Prospectus and its Appendices shall be governed by the laws of the Netherlands.

56

17. DECLARATION BY THE MANAGER The Manager alone is responsible for the content of the Prospectus. The information given in the Prospectus accords with reality, as far as the Manager can reasonably be expected to know. No information has been omitted that would change the context of this Prospectus, had such been included. The Manager declares that it, the Company and the Funds abide by the rules of the Wft and that the Prospectus and the AO/IC description correspond to the rules of the BGfo.

Amsterdam, the Netherlands, 14 January 2013

57

18. ASSURANCE REPORT To: Management of ABN AMRO Basic Funds N.V.

Engagement and responsibilities

We have performed an assurance engagement regarding the contents of the prospectus ABN AMRO

Basic Funds N.V. In this respect we have examined, whether the prospectus dated 14 January 2014

of ABN AMRO Basic Funds N.V., Amsterdam, at least contains the information required pursuant to

section 4:49 subsections 2 at a – e of the Dutch Financial Supervision Act (Wet op het financieel

toezicht, hereinafter “Wft”). The objective of the assurance engagement is to obtain a reasonable

level of assurance with respect to section 4:49 subsections 2 at b – e Wft. Unless specifically stated to

the contrary in the prospectus, the information contained in the prospectus is unaudited.

The responsibilities are as follows:

The Manager of ABN AMRO Basic Funds N.V. is responsible for the preparation of the prospectus

that at least contains the information required pursuant to the Wft;

Our responsibility is to issue a statement as referred to in section 4:49 sub 2 at c of the Wft.

Scope

We conducted our examination in accordance with Dutch law, including Standard 3000 ‘Assurance

engagements other than audits or reviews of historical financial information’. Accordingly, we have

performed the procedures we considered necessary in the circumstances to be able to express an

opinion.

We have examined whether the prospectus contains the information required pursuant to section

4:49 subsections 2 at b – e of the Wft. The Wft does not require the auditor to perform additional

procedures with respect to section 4:49 subsection 2 at a. We believe that the assurance evidence

we have obtained is sufficient and appropriate to provide a basis for our opinion.

Opinion

In our opinion the prospectus at least contains the information pursuant to section 4:49 subsections

2 at b – e of the Wft. With respect to section 4:49 subsection 2 at a of the Wft we report that to the

extent of our knowledge, the prospectus contains the required information.

Amstelveen, 14 January 2014

KPMG Accountants N.V.

L.H.A. Kreuze RA

58

APPENDIX A

Selling restrictions

United States Information The Company has not been and will not be registered under the 1940 Act and holders of the Shares will not be entitled to the protections afforded by benefits of the 1940 Act. In addition, the Shares have not been and will not be registered under the 1933 Act. The Shares are being or will be offered and sold outside the United States in offshore transactions and only to persons who are not U.S. Persons in reliance upon Regulation S. No offering of the Shares is being or will be made in the United States or to any person who is a U.S. Person and this document is not to be distributed or forwarded in or into the United States or to U.S. Persons. For a description of restrictions on transfers of the Shares, see the section entitled “Transfer of Shares” and “Mandatory Redemption of Shares and Forfeiture of Dividends” in this Prospectus. Terms used in this paragraph have the meanings given to them in Regulation S of the 1933 Act. The Shares have not been recommended by or approved by or disapproved by the U.S. Securities and Exchange Commission, any other federal or any state securities commission in the United States or any other regulatory authority in the United States, nor have any of the foregoing authorities passed upon or endorsed the merits of the offering or the accuracy or adequacy of this document. Any representation to the contrary is a criminal offence in the United States. Each purchaser and subsequent transferee of Shares will be deemed to represent and warrant that it is not: (a) an employee benefit plan (as defined in Section 3(3) of ERISA) subject to Part 4 of Subtitle B of Title I of ERISA (a “Plan”); (b) a plan described in Section 4975(e)(1) of the Code to which Section 4975 of the Code applies (also, a “Plan”); (c) any entity whose underlying assets include Plan assets by reason of a Plan‟s investment in such entity (together with Plans, a “Benefit Plan Investor”); or (d) any other employee benefit plan subject to any federal, state, local or other law or regulation that is substantially similar to the prohibited transaction provisions of Section 406 of ERISA or Section 4975 of the Code (an “Other Plan”), or acting on behalf of or using the assets of any Benefit Plan Investor or Other Plan with respect to the purchase, holding or disposition of any Shares. Certain FATCA restrictions may apply to the Shares, and, subject to certain exceptions, the Shares may not be sold to U.S. Persons, non-participating FFIs, or NFFEs with one or more substantial U.S. owners. Terms used in this paragraph have the meanings given to them by the Code and the treasury regulations promulgated thereunder. The Shares are subject to restrictions on transferability and resale and may not be transferred or resold except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the 1933 Act and applicable U.S. state securities laws, and under circumstances which would not require the Company to register under the 1940 Act. In order to be considered a “Qualified Holder” of the Shares, applicants and future transferees will be deemed to represent, among other things, that they are not U.S. Persons and not purchasing on behalf of U.S. Persons. Shareholders (whether they subscribed through the Primary Market or the Secondary Market) will be required to notify the Company immediately in the event that they cease to be a Qualified Holder. Where the Company becomes aware that any Shares are directly or beneficially owned by a non-Qualified Holder, it may redeem the Shares so held compulsorily and may also impose a fee on each such person who is not a Qualified Holder to compensate the Company for any loss it has suffered (or may suffer) in respect of such holding of Shares. See the section entitled “Transfer of

59

Shares” and “Mandatory Redemption of Shares and Forfeiture of Dividends” in Part 7 of this Prospectus. In order to ensure compliance with the restrictions referred to above, the Company is, accordingly, not open for investment by any non-Qualified Holder except in exceptional circumstances and then only with the prior consent of the Manager. A prospective investor may be required at the time of acquiring Shares to represent that such investor is a Qualified Holder and is not acquiring Shares for or on behalf of a non-Qualified Holder. The granting of prior consent by the Manager to an investment does not confer on the investor a right to acquire Shares in respect of any future or subsequent application. Applicants will be required to declare if they are a US Person. Shareholders (whether they subscribed through the Primary Market or the Secondary Market) and are required to notify the Company immediately in the event that they cease to be a Qualified Holder. Where the Company becomes aware that any Shares are directly or beneficially owned by a non-Qualified Holder, it may redeem the Shares so held compulsorily and may also impose a fee on each such person who is not a Qualified Holder to compensate the Company for any loss it has suffered (or may suffer) in respect of such holding of Shares. Information for residents of Austria The Shares of a Fund may only be offered in the Republic of Austria in compliance with the provisions of the Austrian Investment Funds Act 2011 and any other laws applicable in the Republic of Austria governing the offer and sale of shares of funds in the Republic of Austria. The Shares are not registered or otherwise authorised for public offer under the Investment Funds Act 2011 or any other relevant securities legislation in Austria. Accordingly, the Shares may not be, and are not being, offered or advertised publicly or offered similarly under the Investment Funds Act 2011 or any other relevant securities legislation in Austria. This offering documentation and other selling materials in respect to the Shares may not be issued, circulated or passed on in Austria to any person except under circumstances neither constituting a public offer of, nor a public invitation to subscribe for, the Shares. Recipients of this offering documentation are advised that this offering documentation and any other selling materials with respect to the Shares shall not be passed on by them to any other person in Austria. Information for residents of Belgium The Company has not been and will not be registered with the BFSMA as a foreign collective investment institution under Article 149 of the Law of 3 August 2012. This offering is exclusively conducted under applicable private placement exemptions and therefore it has not been and will not be notified to, and any other offering material relating to the offering has not been, and will not be, approved by the BFSMA pursuant to the Belgian laws and regulations applicable to the public offering of securities. Accordingly, this offering as well as any other materials relating to the offering may not be advertised, offered or distributed in any other way, directly or indirectly, to any other person located and/or resident in Belgium other than in circumstances which do not constitute an offer to the public pursuant to the Law of 3 August 2012. The Shares offered by the Company shall not, whether directly or indirectly, be offered, sold, transferred or delivered in Belgium to any individual or legal entity other than to (i) investors subscribing for a minimum amount of at least €250,000 each for each separate category of securities or (ii) institutional or professional investors within the meaning the Law of 3 August 2012.

60

Information for residents of France The Company has not been and does not intend to be authorised nor registered with the FFMA as such, the Shares of a Fund cannot be marketed in France pursuant to Article L. 214-1-II of the French monetary and financial code. The Company will however consider subscription requests from investors located in France provided that such subscription requests are made at the sole initiative of the investors and not in response to advertising or solicitation. Information for residents of Germany The Company has not been and does not intend to be authorised nor registered with the BaFin as such. The Shares of a Fund cannot be distributed in Germany pursuant to Section 293 of the German capital investment act (KAGB), as the distribution of the Fund is not registered for distribution according to Section 310 KAGB. The Company will however consider subscription requests from investors located in Germany provided that such subscription requests are made by investors qualifying as professional or semi-professional investors according to Section 1 para. 19 no. 32 und no. 33 KAGB and in a way that the Company can document sufficient evidence that the subscription request was made at the sole initiative of the investors and not in response to advertising or solicitation. Information for residents of Ireland The distribution of this Prospectus and the offering or purchase of Shares is restricted to the person to whom it is addressed. Accordingly, it may not be reproduced in whole or in part, nor may its contents be distributed in writing or orally to any third party and it may be used solely by the person to whom it is addressed. Shares in each Fund shall not be offered or sold by any person otherwise than:

(1) in compliance with the provisions of the European Communities (Markets in Financial Instruments) Regulations 2007 (as amended); or (2) in compliance with the Companies Acts 1963 to 2012, the Central Bank Acts 1942 to 2011 and any codes of conduct rules made under section 117 of the Central Bank Act 1989; or (3) in a manner that does not constitute an offer for sale to the public within the meaning of section 9 of the Unit Trusts Act 1990; or (4) in compliance with all applicable laws and regulations of each country or jurisdiction where Shares are offered or sold. Shares in each Fund shall not be marketed in Ireland except in accordance with the requirements of the Central Bank of Ireland.

Information for residents of Luxembourg The Company has not been registered for public or private placement in Luxembourg and no notification for the public distribution of the Shares of a Fund in Luxembourg has been submitted to the Commission de Surveillance du Secteur Financier in accordance with Directive 2009/65/EC of the European Parliament and of the Council of 13 July 2009 on the coordination of laws, regulations and administrative provisions relating to UCITS. Accordingly, the Company and the Shares cannot be offered or placed in Luxembourg.

61

Information for residents of Sweden The Company is not registered in Sweden pursuant to Chapter 1, Section 7 of the Swedish Investment Funds Act (Sw: lagen (2004:46) om värdepappersfonder). Accordingly the Funds may not be marketed and distributed in Sweden and the Funds are not under the supervision of the Swedish Financial Supervisory Authority (Sw: Finansinspektionen). Information for residents of the United Kingdom The Funds are unregulated collective investment schemes for the purposes of the FSMA, and, as such, their promotion in the United Kingdom is restricted. This Prospectus is being issued and distributed by a person who is not an authorised person under FSMA and this Memorandum has also not been approved by an authorised person for the purposes of Section 21 of the FSMA. Accordingly, the issue or distribution of this document in the United Kingdom may only be made to persons who are (a) investment professionals falling within Article 19 of the FPO, (b) persons falling within article 49(2) of the FPO, or (c) persons to whom this document may otherwise lawfully be issued or distributed in the United Kingdom. In the event of this Prospectus being issued, distributed or approved by an authorised person under FSMA, it may be issued or distributed only to persons who are (a) investment professionals falling within Article 14(5) of the CIS Order, (b) persons falling within Article 22 of the CIS Order, or (c) persons to whom it may otherwise lawfully be issued or distributed in the United Kingdom. The distribution of this Prospectus in the United Kingdom to anyone not falling within one of the above categories (as applicable) is not permitted and may contravene FSMA. No person within the United Kingdom who is not either a high net worth entity or a person with professional experience in matters relating to investments as referred to above should treat this Prospectus as constituting a promotion to him, or rely upon it, or act on it for any purposes whatever. Recipients of this Prospectus are advised that ABN AMRO is not acting for or advising them and is not responsible for providing recipients of this Prospectus with the protections which would be given to those who are clients of ABN AMRO under the rules of the United Kingdom Financial Conduct Authority.

62

APPENDIX B

Investment restrictions*

Restriction

1 Investments in financial indices which have a single component that has an impact on the overall index return which exceeds the relevant diversification requirements i.e. 20%/35%. In the case of a leveraged index, the impact of one component on the overall return of the index, after having taken into account the leverage, should respect the same limits.

2 Investments in commodity indices that do not consist of different commodities. Sub-categories of the same commodity (for instance, from different regions or markets or derived from the same primary products by an industrialised process) should be considered as being the same commodity for the calculation of the diversification limits. For example, WTI Crude Oil, Brent Crude Oil, Gasoline or Heating Oil contracts should be considered as being all sub-categories of the same commodity (i.e. oil).

3 Investments in indices which do not satisfy the index criteria as set out in Article 53 of the Directive and Article 9 of the Eligible Assets Directive, including that of being a benchmark for the market to which it refers.

4 Investments in financial indices created and calculated on the request of one, or a very limited number of, market participants and according to the specification of those market participants.

5 Investments in financial indices whose rebalancing frequency prevents investors from being able to replicate the financial index. Indices which rebalance on an intra-day or daily basis do not satisfy this criterion.

6 Investments in financial indices for which the full calculation methodology to, inter alia, enable investors to replicate the financial index is not disclosed by the index provider. This includes providing detailed information on index constituents, index calculation (including effect of leverage within the index), re-balancing methodologies, index changes and information on any operational difficulties in providing timely or accurate information.

7 Investments in financial indices that do not publish their constituents together with their respective weightings.

8 Investments in financial indices whose methodology for the selection and rebalancing of the components is not based on a set of pre-determined rules and objective criteria.

9 Investments in financial indices whose index provider accepts payments from potential index components for inclusion in the index.

10 Investments in financial indices whose methodology permits retrospective changes to previously published index values („backfilling‟).

*This investment restrictions are based on the "Guidelines on ETFs and other UCITS issues" as published by ESMA on 18 December 2012 (ESMA/2012/832).

63

APPENDIX C

Form of Supplement

SUPPLEMENT [] – ABN AMRO BASIC [] UCITS ETF

This Supplement on the ABN AMRO Basic [] UCITS ETF only describes the specific characteristics of the ABN AMRO Basic [] UCITS ETF. The general characteristics that apply to all Funds are described in the Prospectus. This supplemental information on the ABN AMRO Basic [] UCITS ETF together with the Prospectus of ABN AMRO Basic Funds N.V. applies and is to be read in conjunction. Terms defined in the Prospectus and not otherwise defined herein, are used herein as therein defined, unless the context requires otherwise. All investments are subject to risk. The value of investments can strongly fluctuate. Past performance is no guarantee of future returns. Investment objective ABN AMRO Basic [] UCITS ETF has been established as a UCITS. The investment objective of this Fund is to provide investors with a total return, taking into account both capital and income returns, which reflects the return of the []-Index. Investment policy [] [Listing/Trading of investments of Fund] Benchmark Index [Description of the index] Gross Return Index: Net Return Index: Price Index: Calculation agent: Rebalancing frequency: Index weighting: Weighting cap: Year introduced: Index Provider [] owns all intellectual and other property rights to the []-Index, including the name, the composition and the calculation of the []-Index. [External manager] [] Custodian Bank: [] [According to Dutch law, the Custodian Bank is liable with regard to the Company, the Funds and the Shareholders for losses suffered by them if and to the extent that such loss is directly

64

caused by the culpable non-performance (verwijtbare niet-nakoming) or defective performance (gebrekkige nakoming) of its obligations pursuant to the Custody Agreement, the Regulations and notwithstanding the use of third party custodians by the Custodian Bank.] Administrator [] Primary market dealing For Primary dealing the following table applies:

Dealing request

cut off on Dealing

Day (Dealings in

cash)

Dealing request

cut off on Dealing

Day (Dealings in

kind)

Minimum

subscription

(Dealings in kind

and in cash )

Minimum

redemption

(Dealings in kind

and in cash )

Subscription

minimum

settlement time

Secondary market NAV dealing Available: [] Costs: [a [] 2 bps premium or discount on the set NAV is applicable] For dealing in the NAV Trading Facility the following table applies:

Starting time Duration Ending time

Order-Accumulation Phase

Cut-Off Time

Confirmation-Only Phase

Notice Period

Execution-Price Entry Phase

Execution Time

Anticipated level of tracking error The objective of the fund is to track its chosen index as closely as possible, ideally without tracking error. However, some degree of tracking error will always arise due to the fund's OCF and due to transaction costs that need to be made when the fund is rebalanced. The anticipated level of tracking error for this Fund will be [] bps.

65

Risk profile Seven classes of risk have been defined by the AFM. Class 1 represents the lowest risk and class 7 the highest risk. This Fund has a risk profile class based on its Investments. See the KIID relating to this Fund for more information. Fees and costs OCF for this Fund is bps. Reference is made to Chapter 9 “Funds Payments and Costs” of the Prospectus for a further break down of the OCF. Additional information ISIN code: []

Replication Methodology: [Physical (full)] [Physical (partial:)] Use of Income: [] Distribution Frequency: [] Registered Countries: [] Fund type: [] Asset class: [] Style: [] Geographical focus: []

66

SUPPLEMENT A – ABN AMRO BASIC AEX UCITS ETF

This Supplement on the ABN AMRO Basic AEX UCITS ETF only describes the specific characteristics of the ABN AMRO Basic AEX UCITS ETF. The general characteristics that apply to all Funds are described in the Prospectus. The supplemental information on the ABN AMRO Basic AEX UCITS ETF together with the Prospectus of ABN AMRO Basic Funds N.V. applies and is to be read in conjunction. Terms defined in the Prospectus and not otherwise defined herein, are used herein as therein defined, unless the context requires otherwise. All investments are subject to risk. The value of investments can strongly fluctuate. Past performance is no guarantee of future returns. Investment objective ABN AMRO Basic AEX UCITS ETF has been established as a UCITS. The investment objective of this Fund is to provide investors with a total return, taking into account both capital and income returns, which reflects the return of the AEX-Index®. Investment policy ABN AMRO Basic AEX UCITS ETF will seek to achieve this objective by holding a portfolio of equity securities that so far as possible and practicable consists of the component securities of the AEX-Index®, this Fund‟s Benchmark Index. The Manager will seek to physically replicate the performance of the constituents of the Benchmark Index. ABN AMRO Basic AEX UCITS ETF will only invest with observance of the investment restrictions as set out in Appendix B of the Prospectus.

To assist in replicating its Benchmark Index, this Fund may, in accordance with the regulations and the requirements of the Supervisors, in very limited circumstances where direct investment in a constituent security of its Benchmark Index is not possible, invest in depository receipts to gain exposure to the relevant security. The Fund‟s Investments, other than its Investments in open-ended collective investment undertakings, will normally be listed or traded on regulated markets within the European Union and for this Supplement primarily Euronext Amsterdam, but may alternatively be listed or traded on other regulated markets. The Fund‟s Shares may be listed and traded on Euronext Amsterdam through its NAV Trading Facility. The Base Currency of the ABN AMRO Basic AEX UCITS ETF is Euro (€). The Base Currency is also the NAV currency. Benchmark Index The AEX-Index® is designed to provide representation of the large capitalisation equity stocks of the Netherlands. It is currently comprised of the 25 most traded Dutch companies to provide a fair representation of Dutch equity security performance. Companies listed on Euronext Amsterdam are eligible for inclusion. Currently, holding companies and several

67

types of securities (warrants, convertible shares) are excluded. An exact composition of this index can be consulted at https://indices.nyx.com/en/directory/european-indices. Gross Return Index: RAEX Net Return Index: AEXNR Price Index: AEX Calculation agent: Euronext Indices B.V. Rebalancing frequency: Annually, in March Index weighting: free-float adjusted market capitalization Weighting cap: 15% Year introduced: 1983 Index Provider Euronext Indices B.V. owns all intellectual and other property rights to the AEX-Index®, including the name, the composition and the calculation of the AEX-Index®. Custodian Bank ABN AMRO Clearing Bank N.V., with registered address at Gustav Mahlerlaan 10, 1082 PP Amsterdam, the Netherlands. The Custodian Bank is licenced by DNB, to perform custodial services to the Company The Custodian Bank does not provide asset management services itself and is fully independent from the Administrator. According to Dutch law, the Custodian Bank is liable with regard to the Company, the Funds and the Shareholders for losses suffered by them if and to the extent that such loss is directly caused by the culpable non-performance (verwijtbare niet-nakoming) or defective performance (gebrekkige nakoming) of its obligations pursuant to the Custody Agreement, the Regulations and notwithstanding the use of third party custodians by the Custodian Bank. Administrator CACEIS Netherlands N.V., with registered address at De Ruyterkade 6-I, 1013 AA Amsterdam, Netherlands. Primary market dealing For Primary dealing the following table applies:

Dealing request

cut off on Dealing

Day (Dealings in

cash)

Dealing request

cut off on Dealing

Day (Dealings in

kind)

Minimum

subscription

(Dealings in kind

and in cash )

Minimum

redemption

(Dealings in kind

and in cash )

Subscription

minimum

settlement time

16.00 CET 16.30 CET 50.000 50.000 T+3

Secondary market NAV dealing Available: Yes Costs: a 2 bps premium or discount on the set NAV is applicable For dealing in the NAV Trading Facility the following table applies:

68


Order-Accumulation Phase 16.00 CET 24 hours

16:00 CET

Cut-Off Time 16:00 CET Single point in time

N/A

Confirmation-Only Phase 16:00 CET 30 minutes

16:30 CET

Notice Period 16:30 CET Overnight 10:00 CET

Execution-Price Entry Phase 07:15 CET

2 hours and 15 minutes

10:00 CET

Execution Time 10:00 CET Single point in time

N/A

Anticipated level of tracking error The objective of the fund is to track its chosen index as closely as possible, ideally without tracking error. However, some degree of tracking error will always arise due to the fund's OCF and due to transaction costs that need to be made when the fund is rebalanced. The anticipated level of tracking error for this Fund will be 50 bps. Risk profile Seven classes of risk have been defined by the AFM. Class 1 represents the lowest risk and class 7 the highest risk. The fund is classified in category 7 as it invests only in stocks which are highly volatile asset. Risks which may not be adequately captured by the Benchmark Index are the following. The tradability of the shares in which the Fund invests may be limited if specific market conditions arise, exposing the Fund to liquidity risk. The Fund may enter into a derivative with a counterparty. If the counterparty fails to make payments this may result in the investors suffering a loss. ABN AMRO Basic Funds N.V. and its related companies may act in several roles in relation to the Fund such as listing agent, custodian bank, authorised participant and fund agent which may involve conflicts of interest. The Fund is not guaranteed and your investment is exposed to risk which may make the value of your investment go down as well as up. The value of an investment in shares depends on several factors including, but not limited to, market and economic conditions, sector, geographical region and political events. More information in relation to risks in general may be found in the "Risk Factors" section of the prospectus. Fees and costs OCF for this Fund is 30 bps. Reference is made to Chapter 9 “Funds Payments and Costs” of the Prospectus for a further break down of the OCF. Additional information ISIN code NL0010315180

Replication Methodology: Physical (full)

69

Use of Income: Distributing Distribution Frequency Quarterly Registered Countries: Netherlands Fund type: Exchange-traded Fund Asset class: Equity Style: Geographically focused Geographical focus: Netherlands Euronext N.V. or its subsidiaries holds all (intellectual) proprietary rights with respect to the Index. Euronext N.V. or its subsidiaries do not sponsor, endorse or have any other involvement in the issue and offering of the product. Euronext N.V. and its subsidiaries disclaim any liability for any inaccuracy in the data on which the Index is based, for any mistakes, errors, or omissions in the calculation and/or dissemination of the Index, or for the manner in which it is applied in connection with the issue and offering thereof. AEX® and AEX-Index® are registered trademarks of Euronext N.V. or its subsidiaries.

70

SUPPLEMENT B – ABN AMRO BASIC EURO STOXX 50 UCITS ETF

This Supplement on the ABN AMRO Basic EURO STOXX 50 UCITS ETF only describes the specific characteristics of the ABN AMRO Basic EURO STOXX 50 UCITS ETF. The general characteristics that apply to all Funds are described in the Prospectus. This supplemental information on the ABN AMRO Basic EURO STOXX 50 UCITS ETF together with the Prospectus of ABN AMRO Basic Funds N.V. applies and is to be read in conjunction. Terms defined in the Prospectus and not otherwise defined herein, are used herein as therein defined, unless the context requires otherwise. All investments are subject to risk. The value of investments can strongly fluctuate. Past performance is no guarantee of future returns. Investment objective ABN AMRO Basic EURO STOXX 50 UCITS ETF has been established as a UCITS. The investment objective of this Fund is to provide investors with a total return, taking into account both capital and income returns, which reflects the return of the EURO STOXX 50®-Index. Investment policy ABN AMRO Basic EURO STOXX 50 UCITS ETF will seek to achieve this objective by holding a portfolio of equity securities that so far as possible and practicable consists of the component securities of the EURO STOXX 50®-Index, this Fund‟s Benchmark Index. The Manager will seek to replicate the performance of the constituents of the Benchmark Index. ABN AMRO Basic EURO STOXX 50 UCITS ETF will only invest with observance of the investment restrictions as set out in Appendix B of the Prospectus). To assist in replicating its Benchmark Index, this Fund may, in accordance with the Regulations as well as any requirements of the Supervisors, in very limited circumstances where direct investment in a constituent security of its Benchmark Index is not possible, invest in depository receipts to gain exposure to the relevant security. The Fund‟s Investments, other than its Investments in open-ended collective investment undertakings, will normally be listed or traded on regulated markets within the European Union, but may alternatively be listed or traded on other regulated markets. The Fund‟s Shares may be listed and traded on Euronext Amsterdam through its NAV Trading Facility. The Base Currency of ABN AMRO Basic EURO STOXX 50 UCITS ETF is Euro (€).The Base Currency is also the NAV currency. Benchmark Index The EURO STOXX 50®-Index is designed to provide representation of large capitalisation equity stocks within the EMU. It is currently comprised of 50 stocks from 12 Eurozone countries to provide a fair representation of the EMU equity security performance. An exact composition of this index can be consulted at https://indices.nyx.com/en/directory/european-indices.

71

Gross Return Index: SX5GT Net Return Index: SX5T Price Index: SX5E Calculation agent: STOXX Limited Rebalancing frequency: Annually, in September Index weighting: free-float adjusted market capitalization Weighting cap: 10% Year introduced: 1998 Index Provider STOXX Limited owns all intellectual and other property rights to the EURO STOXX 50®-Index, including the name, the composition and the calculation of the EURO STOXX 50®-Index. Custodian Bank ABN AMRO Clearing Bank N.V., with registered address at Gustav Mahlerlaan 10, 1082 PP Amsterdam, the Netherlands. The Custodian Bank is licenced by DNB, to perform custodial services to the Company The Custodian Bank does not provide asset management services itself and is fully independent from the Administrator. According to Dutch law, the Custodian Bank is liable with regard to the Company, the Funds and the Shareholders for losses suffered by them if and to the extent that such loss is directly caused by the culpable non-performance (verwijtbare niet-nakoming) or defective performance (gebrekkige nakoming) of its obligations pursuant to the Custody Agreement, the Regulations and notwithstanding the use of third party custodians by the Custodian Bank. Administrator CACEIS Netherlands N.V., with registered address at De Ruyterkade 6-I, 1013 AA Amsterdam, Netherlands. Primary market dealing For Primary dealing the following table applies:

Dealing request

cut off on Dealing

Day (Dealings in

cash)

Dealing request

cut off on Dealing

Day (Dealings in

kind)

Minimum

subscription

(Dealings in kind

and in cash )

Minimum

redemption

(Dealings in kind

and in cash )

Subscription

minimum

settlement time

15.00 CET 15.30 CET 50.000 50.000 T+3

Secondary market NAV dealing Available: Yes Costs: a 2 bps premium or discount on the set NAV is applicable For dealing in the NAV Trading Facility the following table applies:

72


Order-Accumulation Phase 16.00 CET 24 hours

16:00 CET

Cut-Off Time 16:00 CET Single point in time

N/A

Confirmation-Only Phase 16:00 CET 30 minutes

16:30 CET

Notice Period 16:30 CET Overnight

10:00 CET

Execution-Price Entry Phase 07:15 CET

2 hours and 15 minutes

10:00 CET

Execution Time 10:00 CET Single point in time

N/A

Anticipated level of tracking error The objective of the fund is to track its chosen index as closely as possible, ideally without tracking error. However, some degree of tracking error will always arise due to the fund's OCF and due to transaction costs that need to be made when the fund is rebalanced. The anticipated level of tracking error for this Fund will be 50 bps. Risk profile Seven classes of risk have been defined by the AFM. Class 1 represents the lowest risk and class 7 the highest risk. The fund is classified in category 7 as it invests only in stocks which are highly volatile asset. Risks which may not be adequately captured by the Benchmark Index are the following. The tradability of the shares in which the Fund invests may be limited if specific market conditions arise, exposing the Fund to liquidity risk. The Fund may enter into a derivative with a counterparty. If the counterparty fails to make payments this may result in the investors suffering a loss. ABN AMRO Basic Funds N.V. and its related companies may act in several roles in relation to the Fund such as listing agent, custodian bank, authorised participant and fund agent which may involve conflicts of interest. The Fund is not guaranteed and your investment is exposed to risk which may make the value of your investment go down as well as up. The value of an investment in shares depends on several factors including, but not limited to, market and economic conditions, sector, geographical region and political events. More information in relation to risks in general may be found in the "Risk Factors" section of the prospectus. Fees and costs OCF for this Fund is 25 bps. Reference is made to Chapter 9 “Funds Payments and Costs” of the Prospectus for a further break down of the OCF.

73

Additional information ISIN code: NL0010315198

Replication Methodology: Physical (full) Use of Income: Distributing Distribution Frequency: Quarterly Registered Countries: Netherlands Fund type: Exchange-traded Fund Asset class: Equity Style: Geographically focused Geographical focus: Europe The EURO STOXX 50® is the intellectual property (including registered trademarks) of STOXX Limited, Zurich, Switzerland and/or its licensors (“Licensors”), which is used under licence. The securities or financial instruments, or options or other technical term based on the Index are in no way sponsored, endorsed, sold or promoted by STOXX and its Licensors and neither of the Licensors shall have any liability with respect thereto.

Prospectus ABN AMRO BASIC FUNDS N.V. · 2014. 2. 5. · Prospectus and in the KIID is correct as of...

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