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INDEX OF DEFINED TERMS - Banca di Legnano

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Level: 2 – From: 2 – Wednesday, July 21, 2010 – 11:55 – eprint6 – 4247 Section 02<br />

Risk Factors<br />

RISK FACTORS<br />

The following section does not describe all of the risks and investment considerations (inclu<strong>di</strong>ng<br />

those relating to the prospective investor’s particular circumstances) with respect to an investment in the<br />

Notes. Prospective investors should consult their own financial, legal, tax, and other professional advisors<br />

as to the risks arising from an investment in an issue of Notes (in particular, to evaluate the sensitivity of<br />

an investment to changes in economic con<strong>di</strong>tions, interest rates, exchange rates, or other in<strong>di</strong>ces or factors<br />

which may have a bearing on the merits and risk of an investment), and the suitability of the investment for<br />

the investor. The Issuer believes that the factors described below and in the Issuer’s 2009 Form 10-K<br />

Annual Report under the caption “Item 1A Risk Factors” represent the principal risks inherent in an<br />

investment in the Notes.<br />

The Issuer believes that the following factors may affect its ability to fulfill its obligations under the<br />

Notes issued under the Program. In ad<strong>di</strong>tion, factors which are material for the purpose of assessing the<br />

market for Notes under the Program are also described below.<br />

Risks relating to the Issuer’s business<br />

As a large, international financial services company, the Issuer faces risks that are inherent in the<br />

business and market places in which it operates. Factors that could affect the Issuer’s business and future<br />

financial performance include the general business, economic, and political con<strong>di</strong>tions in the United States<br />

and in other countries, competition in the Issuer’s industry, cre<strong>di</strong>t risks, changes in applicable laws or<br />

regulations, governmental fiscal and monetary policies and liqui<strong>di</strong>ty of global markets. These and other<br />

factors or risks relating to the Issuer’s business are described in the Issuer’s 2009 Form 10-K Annual<br />

Report, under the caption “Item 1A. Risk Factors”.<br />

Risks relating to Notes generally<br />

Investors risk losing all of their investment in the Notes<br />

Potential investors should be aware that depen<strong>di</strong>ng on the terms of the relevant Notes and in<br />

the case of Notes linked to Underlying Asset(s), (i) they may receive no or a limited amount of<br />

interest, (ii) payments may occur at a <strong>di</strong>fferent time than expected, and (iii) except in the case of<br />

Principal Protected Notes, they may lose all or a substantial portion of their investment if the value<br />

of the Underlying Asset(s) does not move in the anticipated <strong>di</strong>rection.<br />

Investors in Principal Protected Notes may still be subject to loss of some or all of their<br />

investment if the Issuer is subject to bankruptcy or insolvency procee<strong>di</strong>ngs or some other event<br />

occurs which impairs the ability of the Issuer to meet its obligations under the Notes. An investor<br />

may also lose some or all of its investment if it seeks to sell the relevant Notes prior to their<br />

scheduled maturity, and the sale price of the Notes in the secondary market is less than the initial<br />

investment or the relevant Notes are subject to certain adjustments in accordance with the terms<br />

and con<strong>di</strong>tions of such Notes that may result in the scheduled amount to be paid or asset(s) to be<br />

delivered upon redemption being reduced to or being valued at an amount less than an investor’s<br />

initial investment.<br />

The Notes may not be a suitable investment for all investors. Each potential investor in the Notes<br />

must determine the suitability of that investment in light of its own circumstances. In particular, each<br />

potential investor should:<br />

(a)<br />

have sufficient knowledge and experience to evaluate the Notes, the merits and risks of<br />

investing in the Notes, and the information contained or incorporated by reference in this<br />

16

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