Darts Finance Bv

DARTS FINANCE B.V. (incorporated with limited liability in the Netherlands with its statutory seat in Amsterdam, the Netherlands) euro 1,000,000,000 floating rate Senior Class A Mortgage-Backed Notes 2005 due 2064, issue price 100 per cent. euro 6,500,000 floating rate Subordinated Class B Notes 2005 due 2064, issue price 100 per cent. AMSTELHUYS 2005 NHG POOL Application has been made to list the euro 1,000,000,000 floating rate Senior Class A Mortgage-Backed Notes 2005 due 2064 (the ‘Senior Class A Notes’) and the euro 6,500,000 floating rate Subordinated Class B Notes 2005 due 2064 (the ‘Subordinated Class B Notes’, and together with the Senior Class A Notes, the ‘Notes’), to be issued by DARTS Finance B.V. (the ‘Issuer’), on Eurolist by Euronext Amsterdam N.V. (‘Euronext Amsterdam’). This Prospectus has been approved by the Netherlands Authority for the Financial Markets (Stichting Autoriteit Financiële Markten). The Notes are expected to be issued on 10 November 2005 (the ‘Closing Date’). The Notes will carry a floating rate of interest, payable quarterly in arrear, which will be three months Euribor plus, up to but excluding the first Optional Redemption Date, a margin per annum, which will be for the Senior Class A Notes 0.03 per cent. and for the Subordinated Class B Notes 0.27 per cent. If on the first Optional Redemption Date the Notes are not redeemed in full, in accordance with the terms and conditions of the Notes (the ‘Conditions’), the margin applicable to the Notes will be reset. The interest on the relevant Class of Notes from the first Optional Redemption Date will be equal to three months Euribor plus a margin per annum which will be for the Senior Class A Notes 0.20 per cent. and for the Subordinated Class B Notes 0.54 per cent., payable quarterly in arrear. The Notes are scheduled to mature on the Quarterly Payment Date falling in November 2064 (the ‘Final Maturity Date’). On the Quarterly Payment Date falling in November 2014 and on each Quarterly Payment Date thereafter (each an ‘Optional Redemption Date’) the Issuer will have the option to redeem all (but not some only) of the Senior Class A Notes then outstanding at their Principal Amount Outstanding subject to and in accordance with the Conditions. If on the first Optional Redemption Date, the Senior Class A Notes have not redeemed in full, the Senior Class A Notes will be subject to mandatory partial redemption in the circumstances set out in, and subject to and in accordance with the Conditions through the application of the Notes Redemption Available Amount on each Quarterly Payment Date thereafter. On the Quarterly Payment Date falling in February 2006 and each Quarterly Payment Date thereafter the Subordinated Class B Notes will be subject to mandatory partial redemption in the circumstances set out in, subject to and in accordance with the Conditions through the application of the amounts remaining of the Notes Interest Available Amounts after all payments or deposits ranking higher in priority in the Interest Priority of Payments have been made. It is a condition precedent to issuance that the Senior Class A Notes, on issue, be assigned an ‘Aaa’ rating by Moody’s Investors Service Limited (‘Moody’s’) and an ‘AAA’ rating by Fitch Ratings Limited (‘Fitch’) and together with Moody’s the ‘Rating Agencies’) and the Subordinated Class B Notes, on issue, be assigned at least an A3 rating by Moody’s and a A rating by Fitch. A security rating is not a recommendation to buy, sell or hold securities and may be subject to revision, suspension or withdrawal at any time. For a discussion of some of the risks associated with an investment in the Notes, see Risk factors herein. The Notes will be indirectly secured by a right of pledge by the Issuer over the NHG Mortgage Receivables (the ‘Amstelhuys 2005 NHG Pool’), the Beneficiary Rights in favour of Stichting Security Trustee DARTS Finance II (the ‘Security Trustee’) and a right of pledge over certain of the other assets of the Issuer to the extent such assets are related to the Amstelhuys 2005 NHG Pool. The right to payment of interest and principal on the Subordinated Class B Notes will be subordinated to the Senior Class A Notes and may be limited as more fully described herein. Recourse in respect of the Notes is limited to the Amstelhuys 2005 NHG Pool, any claims of the Issuer under the Relevant Documents and the balances standing to the credit of the Transaction Accounts and there will be no other assets of the Issuer, such as the Amstelhuys 2004 NHG Pool, and any rights in connection therewith, available for any further payments. The Notes of each Class will be initially represented by a temporary global note in bearer form (each a ‘Temporary Global Note’), without coupons, which is expected to be deposited with a common depositary for Euroclear Bank S.A./N.V., as operator of the Euroclear System (‘Euroclear’) and Clearstream Banking, société anonyme (‘Clearstream, Luxembourg’) on or about the Closing Date. Interests in each Temporary Global Note will be exchangeable for interests in a permanent global note of the relevant Class (each a ‘Permanent Global Note’), without coupons not earlier than 40 days after the Closing Date upon certification as to non-U.S. beneficial ownership. Interests in each Permanent Global Note will, in certain limited circumstances, be exchangeable for notes in definitive form in bearer form as described in the Conditions. The expression ‘Global Notes’ means the Temporary Global Note of each Class and the Permanent Global Note of each Class and the expression ‘Global Note’ means each Temporary Global Note or each Permanent Global Note, as the context may require. The Notes will be solely the obligations of the Issuer. The Notes will not be obligations or responsibilities of, or guaranteed by, any other entity or person, in whatever capacity acting, including, without limitation, the Managers, the Floating Rate GIC Provider, the Listing Agent and the Secured Parties or any other person, in whatever capacity acting. No liability whatsoever in respect of any failure by the Issuer to pay any amount due under the Notes will be accepted by the Managers, the Floating Rate GIC Provider, the Listing Agent and the Secured Parties, in whatever capacity acting. None of the Managers, the Floating Rate GIC Provider, the Listing Agent and the Secured Parties will be under any obligation whatsoever to provide additional funds to the Issuer (save in the limited circumstances as described herein). The Issuer has issued notes in 2004 and has the right to issue further notes from time to time, which will not be fungible with the Notes, and use (part of) the proceeds thereof to purchase Eligible Assets, provided that the then current ratings assigned to the Notes will not be adversely affected as a result of the issue of further notes. For the page reference of the definitions of capitalised terms used herein see Index of Defined Terms. The date of this Prospectus is 8 November 2005. ABN AMRO Delta Lloyd Securities IMPORTANT INFORMATION The Issuer is responsible for the information contained in this Prospectus, except for the information for which the Seller is responsible, as referred to in the following paragraph. To the best of its knowledge and belief (having taken all reasonable care to ensure that such is the case) the information, except for the information for which the Seller is responsible, as referred to in the following paragraph, contained in this Prospectus is in accordance with the facts and does not omit anything likely to affect the import of such information. Any information from third-parties contained and specified as such in this draft Prospectus, except for the information for which the Seller is responsible, as referred to in the following paragraph, has been accurately reproduced and does not omit anything which would render the reproduced information inaccurate or misleading. The Issuer accepts responsibility accordingly. The Seller is responsible solely for the information contained in the following sections of this Prospectus: the Dutch Residential Mortgage Market, Delta Lloyd, Description of the Mortgage Loans, NHG Guarantee Programme and Mortgage Loan Underwriting and Mortgage Services. To the best of its knowledge and belief (having taken all reasonable care to ensure that such is the case) the information contained and specified as such in these paragraphs is in accordance with the facts and does not omit anything likely to affect the import of such information. Any information from third-parties contained in these paragraphs has been accurately reproduced and does not omit anything which would render the reproduced information inaccurate or misleading. The Seller accepts responsibility accordingly. Furthermore, also Stater Nederland B.V. is responsible for the information contained in the section Stater Nederland B.V. To the best of its knowledge and belief (having taken all reasonable care to ensure that such is the case) the information contained and specified as such in this paragraph is in accordance with the facts and does not omit anything likely to affect the import of such information. Stater Nederland B.V. accepts responsibility accordingly. This Prospectus is to be read in conjunction with the articles of association of the Issuer which are deemed to be incorporated herein by reference (see General Information below). This Prospectus shall be read and construed on the basis that such document is incorporated in and forms part of this Prospectus. Neither this Prospectus nor any part thereof constitutes an offer or an invitation to sell or a solicitation of an offer to buy Notes in any jurisdiction to any person to whom it is unlawful to make such an offer or solicitation in such jurisdiction.

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