CG malls europe - Commerz Real

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Commerz Real Estate Master FCP – SIF
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AS AT DECEMBER 31, 2009
19. Consolidated entities (continued)
During 2009, the Group breached a 25% Equity covenant which is incorporated in the loan agreement between Espacio
León Propco S.L. and Eurohypo AG. Despite the covenant breach the lender did not request accelerated repayment of
the loan.
During two consecutive years the equity of Espacio León Propco., S.L. has fallen below 50% of the amount of its nominal
share capital. Pursuant to Spanish Law, this would constitute a cause of mandatory dissolution. However, Royal
Decree Law 10/2008 (the RD) established that, for the purposes of mandatory dissolution, any losses due to, amongst
others, deterioration of the value of fixed assets shall not be considered, allowing for a 2-year suspension on the mandatory
dissolution. This 2-year suspension would have seized on December 31, 2009 but was extended until December 31,
2011 in March 2010 (please refer to Note 25 for further details). As the losses which were encountered by Espacio León
since the acquisition of the investment property were mainly due to deterioration of the value of the property Royal
Decree Law is applicable to Espacio León until December 31, 2011.
20. Related party transactions
Pursuant to the Private Placement Memorandum dated July 13, 2007 the Fund has appointed Commerz Real AG as
Investment Advisor with the responsibility to prepare the purchase and sale of commercial real estate properties for the
Fund and advise the Fund with respect to asset management.
(a) Management Fee
The Management Company is entitled to receive a Management Fee in an amount of 0.50% per annum of the Gross Asset
Value of the Fund, with rebates being granted to Investors depending on the Aggregate Investment Amount of such
Investor and to Investors subscribing for Units at the Initial Closing or acquiring Units before June 30, 2008 (see below).
The reduced Management Fee percentage is determined by reference to a fee waterfall, with the applicable percentage
decreasing as the Aggregate Investment Amount increases.
Aggregate Investment Amount Applicable Management Fee percentage
€0 - €50 million 0.50%
€50 million or more 0.45%
The applicable Management Fee percentage for Investors subscribing for Units at the Initial Closing or acquiring Units
before June 30, 2008 shall be 0.45% for a period of 10 years commencing with the Initial Closing; accordingly, the
Management Company will pay each such Unitholder corresponding rebates of the Management Fee in respect of Units
subscribed by such Unitholder at the Initial Closing or acquired by such Unitholder before June 30, 2008.
After the expiry of 10 years commencing with the Initial Closing the applicable Management Fee percentage and the
entitlement to any rebate of the Management Fee for Investors subscribing for Units at the Initial Closing or acquiring
Units before June 30, 2008 shall be calculated in the same manner as for all other Unitholders. As at December 31, 2009
the Fund disclosed Management Fees amounting to EUR 3,077,666 (as at December 31, 2008: EUR 3,335,217).