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COMMERZBANK AKTIENGESELLSCHAFT

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Notes correspondingly rises, the price of the Notes and the value of interest and principal payments<br />

made thereunder fall and the redemption amount may be lower than the amount invested.<br />

Additional Risk Factors relating to Notes linked to Underlyings<br />

In addition to Notes linked to Credit Linkage Events, Notes may be linked to the performance of certain<br />

underlyings (such as shares, share baskets, currencies, currency baskets, interest rates, interest rate<br />

structures, indices and index baskets ("Reference Underlying"). Thus, the Notes that also provide for<br />

this linkage to Reference Underlyings may mean that the risk for the investors, as described above, is<br />

cumulative or exponentially increased. Even if a Credit Linkage Event does not occur, an investment in<br />

Notes entails additional significant risks that are not associated with similar investments in a<br />

conventional fixed or floating rate debt security. These risks include, among other things, the possibility<br />

that:<br />

• Reference Underlyings or baskets of Reference Underlyings may be subject to significant<br />

changes, whether due to the composition of the Reference Underlying itself, or because of<br />

fluctuations in the value of the baskets;<br />

• if the interest rate is linked to one or more Reference Underlyings it may result in an interest rate<br />

that is less than that payable on a conventional fixed rate debt security issued at the same time,<br />

including the possibility that no interest will be paid and if the principal amount is linked to such<br />

Reference Underlyings, the principal amount payable may be less than the original purchase price<br />

of such Note including the possibility of no repayment at all;<br />

• the risks of investing in Notes encompasses both risks relating to the underlying Reference<br />

Underlyings and risks that are unique to the Notes as such;<br />

• any Note that is indexed to more than one type of Reference Underlying, or on formulas that<br />

encompass the risks associated with more than one type of underlyings, may carry levels of risk<br />

that are greater than Notes that are indexed to one type of underlyings only; and<br />

• a significant market disruption could mean that the index on which the Notes are based ceases to<br />

exist.<br />

• The market, if any, for Notes will be affected by a number of factors, irrespective of the<br />

creditworthiness of the Issuer and the value of the respective Reference Underlying, including the<br />

volatility of the respective Reference Underlyings, the time remaining to the maturity of such<br />

Notes, the amount outstanding of such Notes and market interest rates. The value of respective<br />

Reference Underlyings depends on a number of interrelated factors, including economic, financial<br />

and political events beyond the Issuer’s control. Additionally, if the formula used to determine the<br />

amount of principal, premium and/or interest payable with respect to these Notes contains a<br />

multiplier or leverage factor, the effect of any change in the respective Reference Underlying will<br />

be increased. The historical performance of the respective Reference Underlyings should not be<br />

taken as an indication of future performance of such Reference Underlyings during the term of any<br />

Note. Additionally, there may be regulatory and other ramifications associated with the ownership<br />

by certain investors of certain Notes.<br />

Conflicts of Interest in relation to Reference Underlyings<br />

The Issuer, the Determination Agent and their affiliates are active in the international and domestic<br />

German securities, currency and commodity markets on a daily basis. They may thus, for their own<br />

account or for the account of customers, engage in transactions directly or indirectly involving<br />

underlyings that are Reference Underlyings under Notes and may make decisions regarding these<br />

transaction in the same manner as they would if the Notes had not been issued. This may result in<br />

conflicts of interest with respect to the Issuer, the Determination Agent and their affiliates.<br />

38

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