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COMMERZBANK AKTIENGESELLSCHAFT

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Transaction Costs<br />

When Notes are purchased or sold, several types of incidental costs (including transaction fees and<br />

commissions) are incurred in addition to the current price of the Notes. These incidental costs may<br />

significantly reduce or even exclude the profit potential of the Notes. For instance, credit institutions as<br />

a rule charge their clients for own commissions which are either fixed minimum commissions or prorata<br />

commissions depending on the order value. To the extent that additional – domestic or foreign –<br />

parties are involved in the execution of an order, including but not limited to domestic dealers or<br />

brokers in foreign markets, Noteholders must take into account that they may also be charged for the<br />

brokerage fees, commissions and other fees and expenses of such parties (third party costs).<br />

In addition to such costs directly related to the purchase of Notes (direct costs), Noteholders must also<br />

take into account any follow-up costs (such as custody fees). Prospective investors should inform<br />

themselves about any additional costs incurred in connection with the purchase, custody or sale of the<br />

Notes before investing in the Notes.<br />

Credit Risk relating to Borrowings by the Investor<br />

If a loan is used to finance the acquisition of the Notes and the Notes subsequently go into default, or<br />

if one or more Credit Linkage Event occur or if the trading price diminishes significantly, the Noteholder<br />

not only has to face a potential loss on his investment but he will also have to repay the loan and pay<br />

interest thereon. This may significantly increase the risk of a loss. Noteholders should not assume that<br />

they will be able to repay the loan or pay interest thereon from the profits of a transaction. Instead,<br />

potential investors should assess their financial situation prior to an investment, as to whether they are<br />

able to pay interest on the loan, or to repay the loan on demand, even if they may suffer losses instead<br />

of realising gains.<br />

Taxation<br />

Payments of interest on the Notes, or profits realised by the Noteholder upon the sale or repayment of<br />

the Notes, may be subject to taxation in the Noteholder's home jurisdiction or in other jurisdictions in<br />

which it is required to pay taxes. The tax impact on Noteholders generally in the Federal Republic of<br />

Germany and in Switzerland is described under "Taxation"; however, the tax impact on an individual<br />

Noteholder may differ from the situation described for Noteholders generally.<br />

Prospective investors should consult their own tax advisors for advice on the tax impact of an<br />

investment in the Notes.<br />

Governing Law<br />

The Terms and Conditions will be governed by German law. No assurance can be given as to the<br />

impact of any possible judicial decision or change in German law or administrative practice after the<br />

date of this Prospectus.<br />

Payment Risks unrelated to the Credit Linkage<br />

Floating Rate Notes<br />

The interest income on floating rate Notes cannot be anticipated. Due to varying interest income,<br />

investors are not able to determine a definite yield of floating rate Notes at the time they purchase<br />

them, so that their return on investment cannot be compared with that of investments having fixed<br />

interest rates. If the Terms and Conditions provide for frequent interest payment dates, investors are<br />

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