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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 11-K

(Mark One)

 

x   

ANNUAL REPORT PURSUANT TO SECTION 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2007

or

 

¨   

TRANSITION REPORT PURSUANT TO SECTION 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______ to ______.

Commission file number 1-6523

A. Full title of the plan and the address of the plan, if different from that of the issuer named below:

ABN AMRO Group 401(K) Retirement Savings Plan (Formerly known as ABN AMRO Group Profit Sharing and

Savings Plan and Trust)

BAC North America Holding Company

111 Westminster St. (RI 1-102-12-04)

Providence, RI 02903

 

B. Name of the issuer of the securities held pursuant to the plan and the address of its principal executive office:

ABN AMRO HOLDING N.V.

Gustav Mahlerlaan 10, 1082 PP Amsterdam

The Netherlands

 

 

 


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ABN AMRO GROUP 401(K) RETIREMENT SAVINGS PLAN

(Formerly known as ABN AMRO Group Profit Sharing and Savings Plan and Trust)

FINANCIAL STATEMENTS AND

SUPPLEMENTAL SCHEDULE

FOR THE YEARS ENDED

DECEMBER 31, 2007 AND 2006

 

 

Employer Identification #36-3737560

Plan #003

 

 

VELMA BUTLER & COMPANY, LTD.

Certified Public Accountants and Consultants

   LOGO
  


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ABN AMRO GROUP 401(K) RETIREMENT SAVINGS PLAN

Employer Identification #36-3737560        Plan #003

TABLE OF CONTENTS

 

 

     Page

Report of Independent Registered Public Accounting Firm

   1

Financial Statements:

  

Statements of Assets Available for Benefits

   2

Statements of Changes in Assets Available for Benefits

   3

Notes to Financial Statements

   4-12

Supplemental Schedule:

  

Schedule H, Line 4i – Schedule of Assets (Held at End of Year)

   13

Consent of Independent Registered Public Accounting Firm

   14


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LOGO

Report of Independent Registered Public Accounting Firm

Members of the Committee Administering

the ABN AMRO Group 401(K) Retirement Savings Plan

We have audited the accompanying statements of assets available for benefits of the ABN AMRO Group 401(K) Retirement Savings Plan, formerly known as ABN AMRO Group Profit Sharing and Savings Plan and Trust, as of December 31, 2007 and 2006, and the related statements of changes in net assets available for benefits for the years then ended. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the assets available for benefits of the Plan at December 31, 2007 and 2006, and the changes in its assets available for benefits for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

Our audits were performed for the purpose of forming an opinion on the financial statements taken as a whole. The accompanying supplemental schedule of assets (held at end of year) as of December 31, 2007, is presented for purposes of additional analysis and is not a required part of the financial statements but is supplementary information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This supplemental schedule is the responsibility of the Plan’s management. This supplemental schedule has been subjected to the auditing procedures applied in our audits of the financial statements, and, in our opinion, is fairly stated in all material respects in relation to the financial statements taken as a whole.

LOGO

Velma Butler & Company, Ltd.

Chicago, Illinois

June 23, 2008

 

6 EAST MONROE, SUITE 400, CHICAGO, ILLINOIS 60603            OFFICE: (312) 419-1547             FAX: (312) 922-8210             EMAIL:VBANDC@AOL.COM


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ABN AMRO GROUP 401(K) RETIREMENT SAVINGS PLAN

STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS

DECEMBER 31, 2007 AND 2006

   EIN 36-3737560

Plan #003

 

 

     December 31  
     2007    2006  

Assets

     

Investments, at fair value:

     

Shares of registered investment companies

   $ 540,442,263    $ 614,268,852  

Common and collective funds

     244,696,276      299,971,385  

ABN AMRO Unitized ADR Fund

     —        28,654,153  

ABN AMRO Unitized Income Plus Fund

     256,472,409      267,388,724  

Wrap Contracts associated with the ABN AMRO Unitized Income Plus Fund

     590,487      622,666  

Pimco Unitized Fund

     6,793,597      5,056,972  

Participant loans

     22,114,853      35,070,661  
        

Total investments

     1,071,109,885      1,251,033,413  

Employer contribution receivable

     1,177,262      13,146,497  
        

Net assets reflecting all investments at fair value

     1,072,287,147      1,264,179,910  

Adjustment from fair value to contract value for
ABN AMRO Unitized Income Plus Fund

     4,012,647      4,234,886  
        

Net assets available for benefits

   $ 1,076,299,794    $ 1,268,414,796  
        

See Notes to Financial Statements.

 

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ABN AMRO GROUP 401(K) RETIREMENT SAVINGS PLAN

STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS

FOR THE YEARS ENDED DECEMBER 31, 2007 AND 2006

   EIN 36-3737560

Plan #003

 

 

     Year Ended December 31  
     2007     2006  

Additions

    

Contributions:

    

Participants

   $ 77,888,785     $ 66,346,773  

Employers

     46,733,617       25,888,636  

Investment income

     77,917,658       36,731,497  

Transfer of plan assets due to merger

     —         171,213,986  
        

Total additions

     202,540,060       300,180,892  

Deduction

    

Benefits paid to participants

     (273,643,838 )     (110,659,686 )

Transfer to ABN AMRO NA 401(k) Retirement Savings Plan

     (155,160,232 )     —    
        

Total deductions

     (428,804,070 )     (110,659,686 )

Net appreciation in fair value of investments

     34,149,008       85,878,128  
        

Net (decrease) increase

     (192,115,002 )     275,399,334  

Net Assets Available for Benefits at Beginning of Year

     1,268,414,796       993,015,462  
        

Net Assets Available for Benefits at End of Year

   $ 1,076,299,794     $ 1,268,414,796  
        

See Notes to Financial Statements.

 

3


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ABN AMRO GROUP 401(K) RETIREMENT SAVINGS PLAN    EIN 36-3737560
NOTES TO FINANCIAL STATEMENTS    Plan #003
FOR THE YEARS ENDED DECEMBER 31, 2007 AND 2006   

 

 

1. ABN AMRO North America Holding Company Acquisition

On October 1, 2007 Bank of America Corporation acquired all the outstanding shares of ABN AMRO North America Holding Company, parent of LaSalle Bank Corporation. Prior to this, the sponsorship of the ABN AMRO Group 401(K) Retirement Savings Plan (the Plan) had been transferred from ABN AMRO Bank, NV to ABN AMRO North America Holding Company. In October of 2007 ABN AMRO North America Holding Company was renamed BAC North America Holding Company.

2. Description of the Plan

The following description of the Plan, provides only general information. Participants should refer to the Plan document and the Summary Plan Description for a more complete description of the Plan’s provisions.

General: The Plan is a defined-contribution plan covering all eligible employees of LaSalle Bank Corporation (formerly ABN AMRO North America, Inc.), and certain affiliates and subsidiaries.

Effective January 1, 2007 the Plan was renamed ABN AMRO Group 401(K) Retirement Savings Plan.

On October 1, 2007 the plan administrator of the Plan was changed from the Fiduciary Committee under the Plan to the Bank of America Corporation Corporate Benefits Committee (the Committee). The Board of Directors of the Corporation has the right at any time to remove any member of the Committee. Members of the Committee serve without compensation and act by majority vote. The Committee has overall responsibility for the operation and administration of the Plan including the power to construe and interpret the Plan, decide all questions that arise thereunder, and to delegate responsibilities.

Eligibility and Contributions: Eligible employees may make pre-tax contributions to the Plan by reductions in their Plan-eligible compensation. Effective January 1, 2007, the Plan adopted automatic enrollment for full-time eligible employees as defined by the Plan. All newly hired full-time employees shall be deemed to have elected pre-tax contributions of 2% of compensation starting with the first payroll period that is at least 60 days after their date of hire, unless they make a contrary election prior to such date. Employees who were eligible to participate in the ABN AMRO WCS Holding company 401(k) Plan (“WCS Plan”), which merged into the Plan effective December 31, 2006, but had neither elected to do so or affirmatively elected not to participate on December 31, 2006, shall be automatically enrolled beginning with the first payroll period beginning on or after March 1, 2007.

Full-time, part-time and temporary employees are eligible to participate in the Plan. Leased employees, collectively bargained employees and independent contractors are not eligible to participate. Eligible full-time and part-time employees may begin to contribute to the Plan beginning on the first day of the month following their date of hire. Temporary employees are eligible to contribute on the first day of the month following completion of one year of service. Employees may begin to contribute to the Plan by making an active choice to contribute through online enrollment or through the Plan’s automatic enrollment process.

The Plan’s matching contribution formula was changed effective January 1, 2007. Under the changed formula, the Employer makes a matching contribution of (i) 100% of the participant’s pre-tax contribution up to 3% of compensation for a payroll period plus (ii) 75% of the participant’s pretax-contribution for the next 3% of compensation. The total maximum matching contribution is therefore 5.25% of compensation.

Prior to January 1, 2007, an eligible employee commenced participation in the Plan after completing six months of service as a “limited participant”. A limited participant was eligible to participate only to the extent of electing to make pre-tax contributions and to receive Employer matching contributions. Prior to January 1, 2007, any employee who had completed two years of service as defined in the Plan was eligible to fully participate in the Plan. Employees eligible for full participation could receive contributions from Employers under the profit-sharing portion of the Plan. Prior to January 1, 2007, the Employer made a matching contribution equal to the lesser of 50% of the participant’s pre-tax contributions or 2% of compensation, subject to the limits under law.

 

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ABN AMRO GROUP 401(K) RETIREMENT SAVINGS PLAN    EIN 36-3737560
NOTES TO FINANCIAL STATEMENTS    Plan #003
FOR THE YEARS ENDED DECEMBER 31, 2007 AND 2006 continued …   

 

 

2. Description of the Plan (continued)

Employer contributions under the profit-sharing portion of the Plan were made in discretionary amounts determined by the respective board of directors of the Employers and were credited to each participant’s account based on the relationship of each participant’s annual base compensation earned while a participant to the total of such base compensation of all Plan participants.

Investment Options: As of December 31, 2007, the Plan offers thirteen investment options listed below:

 

   

ABN AMRO Unitized Income Plus Fund

   

Aston Value Fund

   

Aston/ABN AMRO Real Estate Fund

   

SSgA Passive Bond Market Index Fund

   

T. Rowe Price Balanced Fund

   

Aston/Montag & Caldwell Growth Fund

   

Aston/Veredus Aggressive Growth Fund

   

SSgA Advisors S&P 500 Index Fund

   

Artisan International Fund

   

ING International Value Fund

   

Royce Total Return Fund

   

Lazard Mid Cap Fund

   

Pimco High Yield Fund

Participants are permitted to direct the trustees as to respective percentages of their account balances to be invested in each investment option and are permitted to periodically change those percentages and to direct the trustees to transfer a percentage of their accounts invested between the various funds. Contributions to the funds are invested in the pooled fund of LaSalle Bank N.A. Trust and Asset Management, the ABN AMRO family of mutual funds, and until its termination in October 2007, the ABN AMRO Company Stock (ADR) Fund (“ADR Fund”), all parties in interest to the Plan prior to October 1, 2007. In addition, contributions to the funds are invested in the last five funds listed above.

During October 2007 the American Depository Shares held in the ADR Fund were successfully tendered for shares of stock of the Royal Bank of Scotland pursuant to a tender offer. Those shares were then sold and the resulting cash proceeds invested in the ABN AMRO Unitized Income Plus Fund, and the ADR Fund terminated.

Participant Accounts: Net earnings of the Plan are allocated to a participant’s account when earned based on the relationship of each participant’s adjusted account balance to the total of all such adjusted account balances with special adjustments for participant contributions (e.g., pre-tax employee contributions, deferrals, rollovers). Participant account balances are fully vested at all times.

Payment of Benefits: In the event of retirement, termination of employment, death of a participant, or total disability while employed, the participant’s account may be distributed to the participant or beneficiary (in the event of the participant’s death) through the payment of a lump sum. Prior to January 1, 2007, an installment payment method could be elected. Also, under certain circumstances, a participant may withdraw a portion or all of certain of the amounts credited to his or her account. Special annuity and optional forms of payment apply to certain amounts transferred to the Plan from another plan in a merger.

Participant Loans: Participants may borrow from their fund accounts a minimum of $1,000 up to the maximum of $50,000, reduced by the highest outstanding balance of the participant’s loans from the Plan during the 12-month period ending on the day before the loan is made. Two outstanding loans are permitted. The loans are secured by the balance in the participant’s account. Loan terms range from 1-5 years or up to 15 years for the purchase of a primary residence. The loans bear interest of 1.5% above LaSalle Bank N.A.’s prime rate in effect on the last business day of the calendar quarter prior to the quarter the loan is made.

 

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ABN AMRO GROUP 401(K) RETIREMENT SAVINGS PLAN    EIN 36-3737560
NOTES TO FINANCIAL STATEMENTS    Plan #003
FOR THE YEARS ENDED DECEMBER 31, 2007 AND 2006 continued ...   

 

 

2. Description of the Plan (continued)

Plan Termination: Although it has not expressed any intent to do so, the Employers have the right under the Plan to discontinue their contributions at any time and to terminate the Plan subject to the provisions of ERISA. In the event of Plan termination, the account of each participant shall be distributed to him or her.

Mergers and Acquisitions: Effective December 31, 2006, the WCS Plan was merged into the Plan. All persons who were participants in the WCS Plan on December 31, 2006 (“WCS Participants”) became participants of the Plan on January 1, 2007, and all deferral elections, beneficiary designations, and investment elections made by WCS Participants under the WCS Plan were deemed to have been made under the Plan (except to the extent that investment funds under the WCS Plan were not available under the Plan, in which case WCS Participants who had elected to invest in such funds were deemed to have elected to invest in the most similar fund available under the Plan, as determined by the Plan’s administrator). WCS Participants who had completed at least one hour of service on or after January 1, 2007, became fully vested in all accounts including matching contributions made prior to 2007. All investment funds and participant loans were transferred from the WCS Plan to the Plan as of December 31, 2006. The amount transferred as of that date was $171.2 million.

Effective September 28, 2007, $155,160,232 of the assets of the Plan were transferred to the ABN AMRO, NA 401(k) Retirement Savings Plan. This amount transferred represented the account balances (including participant loans) of participants who became eligible to participate in that Plan at the time of Bank of America Corporation’s acquisition of ABN AMRO North America Holding Company.

3. Significant Accounting Policies

Basis of Accounting: The financial statements are prepared on the accrual basis of accounting in accordance with U.S. generally accepted accounting principles (GAAP). Revenues are recognized as earned. Benefits paid to plan participants are recorded when paid.

Use of Estimates: The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.

Valuation of Investments: The Plan’s investments are stated at fair value. The shares of registered investment companies are valued at quoted market prices, which represent the net asset values of shares held by the fund at year-end. The pooled trust funds for employee benefit plans are stated at fair value and are adjusted to contract value (which represent contributions made under the contract, plus interest earned, less withdrawals and administrative expenses) and are adjusted to fair value on the Statement of Net Assets Available for Benefits. See Note 4. The fair value of the ADR Fund is based on the market value of the ABN AMRO Holding N.V. American Depository Receipts traded on the New York Stock Exchange. Participant loans are valued at their outstanding balances, which approximates fair value.

As described in Financial Accounting Standards Board Staff Position, FSP AAG INV-1 and SOP 94-4-1, Reporting of Fully Benefit-Responsive Investment Contracts Held by Certain Investment Companies Subject to the AICPA Investment Company Guide and Defined-Contribution Health and Welfare and Pension Plans (the FSP), investment contracts held by a defined-contribution plan are required to be reported at fair value. However, contract value is the relevant measurement attribute for that portion of the net assets available for benefits of a defined-contribution plan attributable to fully benefit-responsive investment contracts because contract value is the amount participants would receive if they were to initiate permitted transactions under the terms of the plan.

 

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ABN AMRO GROUP 401(K) RETIREMENT SAVINGS PLAN    EIN 36-3737560
NOTES TO FINANCIAL STATEMENTS    Plan #003
FOR THE YEARS ENDED DECEMBER 31, 2007 AND 2006 continued ...   

 

 

3. Significant Accounting Policies (continued)

As required by the FSP, the Statement of Net Assets Available for Benefits presents the fair value of the investment contracts from fair value to contract value. Prior year balances have been reclassified accordingly. The Statement of Changes in Net Assets Available for Benefits is prepared on a contract value basis.

Investment Income Recognition: Purchases and sales of securities and funds are recorded on a trade-date basis. Investment income is recorded on an accrual basis. Dividends are recorded on the ex-dividend date.

Realized gains or losses on investment transactions are recorded as the difference between proceeds received and cost.

Net appreciation (depreciation) in fair value of investments includes the reversal of previously recognized appreciation (depreciation) related to investments sold during the period.

Reclassifications: Certain 2006 amounts have been reclassified to conform with the 2007 presentation.

4. Investments

The Plan’s investments are held by Wachovia Bank, National Association as the Plan’s Trustee.

Appreciation in the fair value of the Plan’s investments (including investments bought, sold, as well as held during the year) is as follows:

 

     2007    2006
     (Depreciation)
Appreciation
in Fair Value

During Year
    Fair Value at
End of Year
   Appreciation
in Fair Value

During Year
   Transfer of
Plan Assets
due to merger
   Fair Value
at End of Year

Fair Value as Determined by Quoted Market Price:

             

Shares of Registered Investment Companies

   $ (16,857,940 )   $ 540,442,263    $ 38,392,620    $ 93,901,191    $ 614,268,852

ABN AMRO Unitized ADR Fund*

     20,270,345       —        5,107,898      3,663,565      28,654,153

ABN AMRO Unitized Income Plus Fund*

     12,696,986       257,062,896      10,844,649      29,487,878      268,011,390

Pimco Unitized Fund

     234,741       6,793,597      —        5,056,972      5,056,972
                                   

Total

     16,344,132       804,298,756      54,345,167      132,109,606      915,991,367

Fair Value as Determined by Quoted Redemption Value:

             

Bank Collective Funds*

     17,804,876       244,696,276      31,532,961      36,507,710      299,971,385
                                   

Total

     17,804,876       244,696,276      31,532,961      36,507,710      299,971,385
                                   

Fair Value Approximates Outstanding Balance:

             

Loans to Participants

     —         22,114,853      —        2,596,670      35,070,661
                                   

Total

   $ —       $ 22,114,853    $ —      $ 2,596,670    $ 35,070,661
                                   

Total Appreciation In Fair Value

   $ 34,149,008     $ 1,071,109,885    $ 85,878,128    $ 171,213,986    $ 1,251,033,413
                                   

 

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ABN AMRO GROUP 401(K) RETIREMENT SAVINGS PLAN    EIN 36-3737560
NOTES TO FINANCIAL STATEMENTS    Plan #003
FOR THE YEARS ENDED DECEMBER 31, 2007 AND 2006 continued ...   

 

 

4. Investments (continued)

The fair value of individual investments that represent 5% or more of the Plan’s assets is as follows:

 

     2007    2006

Aston*/Montag & Caldwell Growth Fund

   $ 113,340,651    $ 128,974,425

Artisan International Fund

     76,926,696      70,010,582

ING International Value Fund

     60,934,500      73,089,861

T. Rowe Price Balance Fund

     85,707,683      82,178,240

ABN AMRO*Unitized Income Plus Fund

     257,062,896      268,011,390

Bank Collective Funds*:

     

SSgA Advisors S&P 500 Index Fund

     194,159,995      242,294,861

Equity Mutual Funds:

     

Aston* Value Fund

     94,603,988      109,586,834

 

*Indicates a party in interest to the Plan prior to October 1, 2007.

Risks and Uncertainties: The Plan invests in various investment securities. Investment securities are exposed to various risks such as interest rate, market and credit risks. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect participants’ account balances and the amounts reported in the statement of net assets available for benefits.

5. Additional Information Regarding ABN AMRO Unitized Income Plus Fund

The ABN AMRO Unitized Income Plus Fund (the Fund) invests primarily in investment contracts such as traditional guaranteed investment contracts (“GICs”) and enters into wrapper contracts with underlying securities to create synthetic GICs. The average yield for such investments was 3.36% and 3.30% for 2007 and 2006, respectively. The average yield credited to participants was 2.84% and 2.76% for 2007 and 2006, respectively.

In a traditional GIC, the Fund enters into a contract with an issuer (typically a bank or life insurance company) which provides for a stated rate of interest and a fixed maturity.

In a synthetic GIC structure, the Fund owns fixed income investments and enters into a wrap contract from high-quality insurance companies, banks or other financial services companies that serve to substantially offset the price fluctuations in the underlying investments caused by movements in interest rates. Each wrap contract obligates the wrap provider to maintain the “contract value” of the underlying investments. The contract value is generally equal to the principal amounts invested in the underlying investments, plus interest accrued at a crediting rate established under the contract, less any adjustments for withdrawals (as specified in the wrap agreement). Under the terms of the wrap contract, the realized and unrealized gains and losses on the underlying investments are, in effect, amortized over the duration of the underlying investments, through adjustments to the future contract interest crediting rate (which is the rate earned by participants in the Fund for the underlying investment). The wrap contract provides that the adjustments to the interest crediting rate will not result in a future interest crediting rate that is less than zero. This ensures that the participants’ principal and accrued interest will be protected.

In general, if the contract value of the wrap agreement exceeds the market value of the underlying investments (including accrued interest), the wrap provider becomes obligated to pay that difference to the Fund in the event that shareholder redemptions result in partial or total contract liquidation. In the event that there are partial shareholder redemptions that would otherwise cause the contract’s crediting rate to fall below zero percent, the wrap provider is obligated to contribute to the Fund an amount necessary to maintain the contract’s crediting rate to at least zero percent. The circumstances under which payments are made and the timing of payments between the Fund and the wrap provider may vary based on the terms of the wrap contract.

 

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ABN AMRO GROUP 401(K) RETIREMENT SAVINGS PLAN    EIN 36-3737560
NOTES TO FINANCIAL STATEMENTS    Plan #003
FOR THE YEARS ENDED DECEMBER 31, 2007 AND 2006 continued ...   

 

 

5. Additional Information Regarding ABN AMRO Unitized Income Plus Fund (continued)

Over time, the crediting rate formula amortizes the Fund’s realized and unrealized market value gains and losses over the duration of the underlying investments.

Because changes in market interest rates affect the yield to maturity and the market value of the underlying investments, they can have a material impact on the wrap contract’s interest crediting rate. In addition, participant withdrawals and transfers from the Fund are paid at contract value but funded through the market value liquidation of the underlying investments, which also impacts the interest crediting rate. The resulting difference between the fair value of the underlying investments relative to the wrap contract value is presented on the Fund’s Statement of Net Assets Available for Benefits as the “Adjustment from Fair Value to contract value for ABN AMRO Unitized Income Plus Fund”. If the Adjustment from Fair Value to Contract Value is positive for a given contract, this indicates that the wrap contract value is greater than the market value of the underlying investments. The embedded market value losses in the underlying securities will be amortized in the future through a lower interest crediting rate than would otherwise be the case. If the Adjustment from Fair Value to Contract Value is negative, this indicates that the wrap contract value is less than market value of the underlying investments. The amortization of the embedded market value gains in the underlying securities will cause the future interest crediting rate to be higher than it otherwise would have been.

Events That Limit the Ability of the Fund to Transact at Contract Value: In certain circumstances, the amount withdrawn from the wrap contract would be payable at fair value rather than at contract value. These events include termination of participating plans, or a material adverse change to the provisions of participating plans.

While it is possible that some of the plans participating in the Fund may experience plan terminations or other events that would trigger fair value payouts under the Fund’s wrap agreements, based on prior experience, management of the Fund believes it is not probable that such events would be of sufficient magnitude to limit the ability of the Fund to transact at contract value with the participants in the Fund. Given that such events are generally beyond the control of the Fund, however, there can be no guarantee that this will be the case.

Issuer – Initiated Contract Termination: Examples of events that would permit a wrap contract issuer to terminate a wrap contract upon short notice include the uncured loss of a participating plan’s tax qualified status, uncured material breaches of wrap contract by the Fund, or material and adverse changes to the provisions of the Fund. If one of these events was to occur, the wrap contract issuer could terminate the wrap contract at the market value of the underlying investments (or in the case of a traditional GIC, at the hypothetical market value based upon a contractual formula).

5. Continued on next page

 

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Table of Contents
ABN AMRO GROUP 401(K) RETIREMENT SAVINGS PLAN    EIN 36-3737560
NOTES TO FINANCIAL STATEMENTS    Plan #003
FOR THE YEARS ENDED DECEMBER 31, 2007 AND 2006 continued ...   

 

 

5. Additional Information Regarding ABN AMRO Unitized Income Plus Fund (continued)

The following is a listing of the Plan’s share of investment contracts within the ABN AMRO Unitized Income Plus fund for the years ending December 31, 2007 and 2006:

 

     2007  
     Major Credit
Rating
   Investment at
Fair value
   Wrap Contract
at Fair Value
   Adjustment to
Contract Value
 

Synthetic Guaranteed Investment Contracts

           

AIG

   Aa2/AA-    $ 19,348,519    $ 49,579    $ 653,137  

Bank of America variable rate

   Aa2/AA-      17,224,277      41,135      250,811  

Bank of America variable rate

   Aa2/AA-      8,889,897      23,659      125,802  

Natixis Capital Markets variable rate

   Aaa/AAA      17,523,436      39,324      294,253  

ING Life Insurance & Annuity Co. variable rate

   Aa3/AA      19,268,267      66,109      266,021  

JP Morgan Synthetic variable rate

   Aa2/AA-      19,132,456      43,347      849,107  

Monumental Life (fka Peoples Security Life) variable rate

   AA3/AA      17,844,400      64,847      389,761  

Rabobank variable rate

   Aaa/AAA      33,662,909      73,694      215,599  

Royal Bank of Canada variable rate

   Aaa/AA      17,627,954      54,565      57,549  

State Street Bank variable rate

   Aa2/AA-      18,305,879      39,201      483,658  

State Street Bank variable rate

   Aa2/AA-      8,889,897      22,197      134,215  

Union Bank Switzerland #4170 variable rate

   Aa1/AA      23,108,671      72,830      164,855  
                         
        220,826,562      590,487      3,884,768  
                         

Traditional Guaranteed Investment Contracts

           

Metropolitan Life

   Aa2/AA      2,779,400      —        1,624  

Travelers

   Aa2/AA      2,764,049      —        16,975  

Metropolitan Life

   Aa2/AA      1,974,177      —        12,269  

Metropolitan Life

   Aa2/AA      788,860      —        5,719  

New York Life

   Aaa/AAA      2,345,931      —        37,801  

New York Life

   Aaa/AAA      2,742,880      —        38,144  

New York Life

   Aaa/AAA      1,175,419      —        16,448  

Hartford Life – floater

   Aa3/AA-      318,079      —        (1,101 )
                         
        14,888,795      —        127,879  
                         

Proportionate share of short term investments net of fund liabilities

        20,757,052      
                         
      $ 256,472,409    $ 590,487    $ 4,012,647  
                         

5. Continued on next page

 

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ABN AMRO GROUP 401(K) RETIREMENT SAVINGS PLAN    EIN 36-3737560
NOTES TO FINANCIAL STATEMENTS    Plan #003
FOR THE YEARS ENDED DECEMBER 31, 2007 AND 2006 continued ...   

 

 

5. Additional Information Regarding ABN AMRO Unitized Income Plus Fund (continued)

 

     2006
     Major Credit
Rating
    Investment at
Fair value
    Wrap Contract
at Fair Value
   Adjustment to
Contract Value

Synthetic Guaranteed Investment Contracts

         

AIG

     Aa1/AA+     $ 20,098,562     $ 48,255    $ 604,459

Bank of America Alternative 98-033 variable rate

     Aa1/AA       17,770,670       44,298      292,920

Bank of America Actively Managed

     Aa1/AA       8,245,164       32,189      52,666

CDC-IXIS Alternative variable rate

     Aaa/AAA       19,983,424       42,647      510,983

ING Alternative variable rate

     Aa3/AA       17,725,690       74,480      242,010

JP Morgan Alternative variable rate

     Aa2/AA -       22,174,576       59,388      405,650

Monumental Life Alternative variable rate

     Aa3/AA       17,966,247       61,086      420,375

Rabobank Altenrative variable rate

     Aaa/AAA       32,343,558       77,364      354,143

RBC Alternative variable rate

     Aaa/AA -       18,591,390       33,405      165,518

State Street Alternative 100030 variable rate

     Aa2/AA -       20,606,608       49,271      532,189

State Street Actively Managed 101022 variable rate

     Aa2/AA -       8,245,164       26,837      62,230

UBS Alternative variable rate

     Aa1/AA       23,811,505       73,446      229,469
                       
       227,562,558       622,666      3,872,612

Traditional Guaranteed Investment Contracts

         

Prudential PACE Separate Account

     Aaa/AAA       2,378,912       —        476

Monumental Life

     Aa3/AA       3,947,874       —        17,773

Metropolitan Life

     Aa2/AA       6,683,477       —        58,125

Hartford Life

     Aa3/AA -       5,006,314       —        68,799

Travelers

     Aa2/AA       2,727,443       —        48,511

New York Life

     Aaa/AA+       4,986,751       —        168,590
                       
       25,730,771       —        362,274
                       

Proportionate share of short term investments net of fund liabilities

       14,095,395       
                       
     $ 267,388,724     $ 622,666    $ 4,234,886
                       
Reconciliation of adjustment of fair value to contract value:          
     2007     2006           

Beginning balance

   $ 4,234,886     $ 5,136,189       

Increase (decrease) of fair value to contract value

     (222,239 )     (901,303 )     

Increase due to fully benefit-responsive changes

     —         —         
                     

Ending balance

   $ 4,012,647     $ 4,234,886       
                     

6. Income Tax Status

The Plan received a determination letter from the Internal Revenue Service dated May 30, 2006. The Plan is qualified under Section 401(a) of the Internal Revenue Code (the Code) and, therefore, the related trust is exempt from taxation. Once qualified, the Plan is required to operate in conformity with the Code to maintain its qualification. The Plan Administrator believes the Plan is being operated in compliance with the applicable requirements of the Code and, therefore, believes that the Plan is qualified and the related trust is tax exempt.

 

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ABN AMRO GROUP 401(K) RETIREMENT SAVINGS PLAN    EIN 36-3737560
NOTES TO FINANCIAL STATEMENTS    Plan #003
FOR THE YEARS ENDED DECEMBER 31, 2007 AND 2006 continued ...   

 

 

7. Reconciliation of Financial Statements to Form 5500

The following is a reconciliation of net assets available for benefits according to the financial statements to Form 5500:

 

     2007  

Net Assets available for benefits per the financial statements

   $ 1,076,299,794  

Adjustment from fair value to contract value for ABN AMRO Unitized Income Plus Fund

     (4,012,647 )
        

Net Assets Available for Benefits per Form 5500

   $ 1,072,287,147  
        

8. Voluntary Correction Program

On June 28, 2007, the Company filed an application with the Internal Revenue Service (IRS) under the Voluntary Correction Program (VCP) to correct for a failure to allow part-time employees, who complete a certain minimum level of service, to participate in the Plan. The VCP application proposes corrective actions, including a contribution to the Plan by the Employers on behalf of the affected employees. As of December 31, 2006, the Employers estimated that additional employer contributions of $10.3 million may be required. The actual amount may differ from this estimate. The IRS issued a compliance statement under the VCP on June 3, 2008.

9. Subsequent Events

Effective April 7, 2008, the Plan was merged into The Bank of America 401(k) Plan for Legacy Companies.

 

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ABN AMRO GROUP 401(K) RETIREMENT SAVINGS PLAN    EIN 36-3737560
SUPPLEMENTAL SCHEDULE    Plan #003
FOR THE YEARS ENDED DECEMBER 31, 2007 AND 2006 continued ...   

 

 

Schedule H, Line 4i – Schedule of Assets (Held at End of Year)

 

     December 31, 2007

Identity of Issue, Borrower,

Lessor, or Similar Party

  

Description of Investment or

Number of Shares/Units

  

Current

Value

Common and Collective Funds:

     

SSgA Advisors S&P 500 Index Fund

       7,206,057    $ 194,159,995

SSgA Passive Bond Index Fund

       4,236,777      50,536,281

Shares of Registered Investment Companies:

     

Aston* Value Fund

       6,976,695      94,603,988

T. Rowe Price Balance Fund

       4,160,567      85,707,683

Aston*/ Montag & Caldwell Growth Fund

       4,221,253      113,340,651

Aston*/Veredus Aggressive Growth Fund

       2,261,558      32,702,129

Aston/ABN AMRO* Real Estate Fund

       2,418,909      22,084,639

Artisan International Fund

       2,574,521      76,926,696

ING International Value Fund

       3,279,575      60,934,500

Royce Total Return Fund

       3,412,202      43,744,429

Lazard Mid Cap Open

          846,017      10,397,548

ABN AMRO* Unitized Income Plus Fund

   225,746,255      257,062,896

Pimco Total Return High Yield

          569,909      6,793,597

Participant Loans

   Varying rates originated at Prime

+ 1.5% and varying maturities

     22,114,853
         

Total

      $ 1,071,109,885
         

 

* Indicates a party in interest to the Plan prior to October 1, 2007.

 

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Exhibit Index

 

Exhibit No.

     
23.1    Consent of Velma Butler & Company, Ltd, Independent Registered Public Accounting Firm.