Investors should carefully consider the risks of each individual S-Note
and whether such notes are suited to their particular circumstances before
deciding to purchase them. It is important that prior to investing in
any notes investors read the prospectus related to such notes to understand
the actual terms of and the specific risks associated with such notes.
In addition, we urge investors to consult with their investment, legal,
accounting, tax and other advisors with respect to any investment in the
The notes are issued by ABN AMRO Bank N.V. and guaranteed by ABN AMRO
Holding N.V., ABN AMRO’s parent. As a result, investors assume
the credit risk of ABN AMRO Bank N.V. and that of ABN AMRO Holding N.V.
in the event that ABN AMRO defaults on its obligations under the notes.
Any obligations or securities sold, offered, or recommended are not
deposits on ABN AMRO Bank N.V. and are not endorsed or guaranteed by
any bank or thrift, nor are they insured by the FDIC or any governmental
S-Notes are not ordinary debt securities: certain S-Notes are not principal
protected. In addition, investors in certain S-Notes will be fully exposed
to any decline in the price or level of the underlying asset. Accordingly,
investors may lose some or all of their initial investment in such notes.
Investors in certain S-Notes will never receive at maturity an amount
greater than a predetermined amount per note, regardless of how much
the price of the underlying asset increases during the term of the notes
or on the determination date. Accordingly, the return of these notes
may be significantly less than the return of a direct investment in
the underlying asset during the term of the note.
The interest rate on certain S-Notes is a variable rate and the variable
rate on these notes for one or more of the variable coupon periods may
be zero, which means that investors would not receive any interest on
such notes for one or more of the variable coupon periods. Similarly,
certain other S-Notes do not pay interest over the term of the notes
and may pay at maturity only a minimum redemption amount in excess of
the principal amount. Accordingly, investors may receive a minimal return
or no return at all over the term of the notes, and in such event, may
not be compensated for any loss in value due to inflation and other
factors relating to the value of money over time.
ABN AMRO does not intend to list any of the S-Notes on any securities
exchange. Accordingly, there may be little or no secondary market for
the notes and information regarding independent market pricing of the
notes may be limited. The value of the notes in the secondary market,
if any, will be subject to many unpredictable factors, including then
prevailing market conditions. It is important to note that many factors
will contribute to the secondary market value of the S-Notes, and investors
may not receive the full value of the notes if the notes are sold prior
to maturity. Such factors include, but are not limited to, time to maturity,
the value of the underlying asset, volatility and interest rates. In
addition, the price, if any, at which we or another party are willing
to purchase notes in secondary market transactions will likely be lower
than the issue price, since the issue price included, and secondary
market prices are likely to exclude, commissions, discounts or mark-ups
paid with respect to the notes, as well as the cost of hedging our obligations
under the notes.
Each S-Note may have different U.S. federal income tax treatment which
will depend on the specific terms of such S-Note. With respect to certain
S-Notes there is no direct legal authority as to the U.S. federal incoe
tax characterization of the notes. No assurance can be given that the
Internal Revenue Service will accept, or that a court will uphold, our
particular tax treatment of the notes.
ABN AMRO has filed a registration statement (including a prospectus) with
the SEC for each offering of S-Notes to which this communication relates.
Before you invest, you should read the prospectus in the relevant registration
statement and other documents ABN AMRO has filed with the SEC for more
complete information about ABN AMRO and the offering of the notes. You
may get these documents for free by visiting EDGAR on the SEC web site
at www.sec.gov. Alternatively, ABN AMRO, any underwriter or any dealer
participating in the offering will arrange to send you the prospectus
if you request it by calling toll free (888) 644-2048.