OFFERING CIRCULAR CONFIDENTIAL $300000000 300000 Dated Silent Partnership Certificates HVB Funding Trust 8'741% Non-cumulative Dated Silent Partnership Certificates (Liquidation Amount $1000 per Dated Silent Partnership Certificate) each representing a Dated Silent Partnership Interest in HVB Capital LLC (a wholly-owned subsidiary of Bayerische Hypo- und Vereinsbank AG) Each of the Dated Silent Partnership Certificates, stated liquidation amount $1,000 per certificate (the ‘‘Certificates’’), of HVB Funding Trust, a statutory business trust created under the laws of the State of Delaware (the ‘‘Trust’’), represents an undivided interest in the assets of the Trust, which consist solely of the Dated Silent Partnership Interests, liquidation preference $1,000 per interest (each, a ‘‘Partnership Interest’’), of HVB Capital LLC, a Delaware limited liability company (the ‘‘LLC’’). Payments of distributions and amounts upon early redemption, liquidation, and maturity of the Partnership Interests, when, as and if paid by the LLC to the Trust, will be passed through upon receipt by the Trust (the sole assets of which are the Partnership Interests) to the holders of the Certificates. If, as and when declared (or deemed to have been declared) by the LLC, the Partnership Interests will pay non-cumulative distributions semi-annually in arrears at a fixed rate per annum equal to 8.741%. Subject to extension under certain circumstances described herein, the Partnership Interests will mature on June 30, 2031. The Partnership Interests are callable by the LLC in whole but not in part on or after June 30, 2029 in certain circumstances as described herein. All of the common limited liability company interests of the LLC (the ‘‘LLC Common Securities’’) will be owned by Bayerische Hypo- und Vereinsbank AG (‘‘HypoVereinsbank’’ or the ‘‘Bank’’ and, together with its consolidated subsidiaries, the ‘‘HypoVereinsbank Group’’ or the ‘‘Group’’), acting through its New York branch (the ‘‘Branch’’). See ‘‘Risk Factors’’ beginning on page 41 for a discussion of certain factors that should be considered by prospective investors in evaluating an investment in the Certificates. THE SECURITIES OFFERED HEREBY ARE NOT AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE ‘‘SECURITIES ACT’’) AND ARE BEING OFFERED AND SOLD IN THE UNITED STATES ONLY TO ‘‘QUALIFIED INSTITUTIONAL BUYERS’’ (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT (‘‘RULE 144A’’)) IN RELIANCE ON RULE 144A, AND TO A LIMITED NUMBER OF INSTITUTIONAL ‘‘ACCREDITED INVESTORS’’ (AS DEFINED IN RULE 501(a)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT). FOR A DESCRIPTION OF CERTAIN RESTRICTIONS ON RESALES OR TRANSFERS, SEE ‘‘NOTICE TO INVESTORS’’. Price to Initial Purchasers’ Proceeds to Investors Commission(1) Trust (2)(3) Per Certificate ............................................................. $1,000 (2) $1,000 Total............................................................................ $300,000,000 (2) $300,000,000 (1) The Trust, the LLC and the Bank, acting through the Branch, have agreed to indemnify the Initial Purchasers (as defined herein) against certain liabilities, including liabilities under the Securities Act. See ‘‘Plan of Distribution’’. (2) In view of the fact that the proceeds of the Certificates will ultimately be invested in the Subordinated Note (as defined herein), the Bank, acting through the Branch, has agreed to pay the Initial Purchasers’ commission in connection with the Offering. (3) The Bank, acting through the Branch, has agreed to pay certain expenses relating to the Offering on behalf of the Trust and the LLC. The Certificates are offered severally by the Initial Purchasers, as specified herein, subject to prior sale, when, as and if issued to and accepted by the Initial Purchasers, and subject to the approval of certain legal matters by counsel for the Initial Purchasers and to certain other conditions. It is expected that delivery of the Certificates will be through the facilities of The Depository Trust Company (‘‘DTC’’) and, in certain circumstances, in certificated form on or about July 15, 1999 against payment therefor in immediately available funds. Merrill Lynch 8 Co' Goldman Sachs 8 Co' The date of this Offering Circular is July 9, 1999. The Total Partnership Interest Capital Contribution (as defined herein), together with the proceeds from the sale of the LLC Common Securities, will be used by the LLC to purchase a subordinated note (the ‘‘Subordinated Note’’) of the Bank, acting through the Branch. The Certificates that are initially sold to ‘‘qualified institutional buyers’’ in reliance on Rule 144A will be represented by a Global Certificate (as defined herein) deposited on or about the Closing Date (as defined herein) with a custodian for, and registered in the name of a nominee of, DTC. Beneficial interests in such Global Certificate will be shown on, and transfers thereof will be effected through, records maintained by DTC and its participants. Any Certificates sold other than in reliance upon Rule 144A will be issued in registered certificated form. Except under the limited circumstances described herein, Certificates in registered certificated form will not be issued in exchange for interests in the Global Certificate. The Certificates will be initially issued and may be initially transferred only in blocks having an aggregate liquidation amount of not less than $100,000 (100 Certificates) and integral increments of $1,000 in excess thereof. Each of The Bank of New York (Delaware) (‘‘BNY Delaware’’) and The Bank of New York (‘‘BNY’’) has been appointed to act as trustees of the Trust. Neither BNY nor BNY Delaware is responsible for the contents of this Offering Circular concerning the Trust, the Certificates, the Partnership Interests or any other person or matter contained herein. CERTAIN PERSONS PARTICIPATING IN THIS OFFERING MAY ENGAGE IN TRANSACTIONS THAT STABILIZE, MAINTAIN OR OTHERWISE AFFECT THE PRICE OF THE CERTIFICATES. SUCH TRANSACTIONS MAY INCLUDE OVER-ALLOTMENT, STABILIZING, SHORT-COVERING TRANSACTIONS AND THE IMPOSITION OF PENALTY BIDS. FOR A DESCRIPTION OF THESE ACTIVITIES, SEE ‘‘PLAN OF DISTRIBUTION’’. THE SECURITIES OFFERED HEREBY ARE NOT DEPOSITS OR OTHER OBLIGATIONS OF A BANK AND ARE NOT INSURED BY THE U.S. FEDERAL DEPOSIT INSURANCE CORPORATION (‘‘FDIC’’) OR ANY OTHER GOVERNMENTAL AGENCY. THIS OFFERING IS BEING MADE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT FOR AN OFFER AND SALE OF SECURITIES WHICH DOES NOT INVOLVE A PUBLIC OFFERING. ACCORDINGLY, EACH PURCHASER OF CERTIFICATES, IN MAKING ITS PURCHASE, WILL BE DEEMED TO HAVE MADE CERTAIN ACKNOWLEDGMENTS, REPRESENTATIONS AND AGREEMENTS RELATING TO TRANSFER RESTRICTIONS AS SET FORTH UNDER ‘‘NOTICE TO INVESTORS’’. THE CERTIFICATES MAY NOT BE TRANSFERRED OR SOLD EXCEPT IN ACCORDANCE WITH THE RESTRICTIONS DESCRIBED HEREIN UNDER ‘‘NOTICE TO INVESTORS’’. INVESTORS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THEIR INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. IN MAKING AN INVESTMENT DECISION, INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF HYPOVEREINSBANK, THE LLC AND THE TRUST AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THIS OFFERING IS BEING MADE ON THE BASIS OF THIS OFFERING CIRCULAR AND ANY DECISION TO PURCHASE THE CERTIFICATES IN THIS OFFERING MUST BE BASED ON THE INFORMATION CONTAINED HEREIN. NO REPRESENTATION IS MADE TO ANY OFFEREE OR PURCHASER OF THE CERTIFICATES REGARDING THE LEGALITY OF AN INVESTMENT THEREIN BY SUCH OFFEREE OR PURCHASER UNDER ANY APPLICABLE INVESTMENT OR SIMILAR LAWS OR REGULATIONS. THE CONTENTS OF THIS OFFERING CIRCULAR ARE NOT TO BE CONSTRUED AS LEGAL, BUSINESS OR TAX ADVICE. EACH PROSPECTIVE INVESTOR SHOULD CONSULT HIS OR HER OWN ATTORNEY, BUSINESS AND TAX ADVISOR AS TO LEGAL, BUSINESS AND TAX ADVICE. PROSPECTIVE INVESTORS ARE HEREBY OFFERED THE OPPORTUNITY, PRIOR TO PURCHASING ANY CERTIFICATES, TO ASK QUESTIONS AND RECEIVE ANSWERS CONCERNING THE TERMS OF THE OFFERING OF THE CERTIFICATES AND TO OBTAIN ADDITIONAL INFORMATION FROM THE BANK, THE LLC, AND THE TRUST, TO THE EXTENT THAT EACH POSSESSES SUCH INFORMATION OR CAN ACQUIRE IT WITHOUT UNREASONABLE EFFORT OR EXPENSE, THAT IS NECESSARY TO VERIFY THE ACCURACY OF THE INFORMATION CONTAINED HEREIN OR PROVIDED PURSUANT HERETO. 2 THE SECURITIES DESCRIBED HEREIN HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE U.S. SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT REVIEWED THIS OFFERING CIRCULAR NOR CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THIS OFFERING CIRCULAR. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. THE TRUST AND THE INITIAL PURCHASERS RESERVE THE RIGHT (I) TO REJECT ANY OFFER TO PURCHASE, IN WHOLE OR IN PART, FOR ANY REASON, OR (II) TO SELL LESS THAN THE FULL AMOUNT OF THE CERTIFICATES OFFERED HEREBY. THIS OFFERING CIRCULAR IS PERSONAL TO THE OFFEREE AND HAS BEEN PREPARED SOLELY FOR USE IN CONNECTION WITH THE PLACEMENT OF THE CERTIFICATES AND DOES NOT CONSTITUTE AN OFFER TO ANY OTHER PERSON OR TO THE PUBLIC GENERALLY TO SUBSCRIBE FOR OR OTHERWISE ACQUIRE CERTIFICATES. DISTRIBUTION OF THIS OFFERING CIRCULAR TO ANY PERSON OTHER THAN THE OFFEREE AND THOSE PERSONS, IF ANY, RETAINED TO ADVISE SUCH OFFEREE WITH RESPECT TO THE OFFER AND SALE OF THE CERTIFICATES IS NOT AUTHORIZED, AND ANY DISCLOSURE OF ANY OF ITS CONTENTS IS PROHIBITED. EACH OFFEREE, BY ACCEPTING DELIVERY OF THIS OFFERING CIRCULAR, AGREES TO