Further liquidation of CS EUROREAL questions & answers Switzerland/Liechtenstein version, April 18, 2017
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1 Credit Suisse Real Estate Investment Management Important Information: CREDIT SUISSE ASSET MANAGEMENT Immobilien Kapitalanlagegesellschaft mbh has irrevocably terminated the discretionary mandate in respect of CS EUROREAL at May 21, 2012, effective from April 30, 2017, and has additionally announced the permanent suspension of the issue and redemption of CS EUROREAL fund units. This means that incoming buy or sell orders will not be executed any longer. Upon expiry of the notice period on April 30, 2017, the asset management mandate for the fund and the ownership of the remaining assets will be transferred to the custodian bank (Commerzbank AG, Frankfurt am Main) pursuant to Section 39 para. 1 of the German Investment Act (InvG). This document is not provided for the acquisition of fund units via the secondary market. In Liechtenstein for professional investors only. Further liquidation of CS EUROREAL questions & answers Switzerland/Liechtenstein version, April 18, 2017 Key facts The discretionary mandate for CS EUROREAL will be transferred to Commerzbank AG as at May 1, What does this mean for investors? Key facts at a glance: Compared to all open-ended real estate funds in liquidation, CS EUROREAL has so far generated an above-average performance. From May 1, 2017, the fund s custodian bank, Commerzbank AG in Frankfurt am Main, will be responsible for the further liquidation of the fund. Its main task is to put the remaining real estate up for sale and distribute the free liquid assets to investors. CREDIT SUISSE ASSET MANAGEMENT Immobilien KAG mbh will continue to offer its real estate expertise within the scope of a service provision mandate. In view of warranty periods/ periods of limitation, under the best case scenario the final distribution would be made approximately ten years after the sale of the last property. You will continue to receive the distributions that Commerzbank AG aims to pay on a semi-annual basis going forward in the account that is associated with your custody account. You do not need to take any action in this regard. Commerzbank AG will be responsible for reporting from May 1, 2017 and will answer all questions relating to the period from May 1, You may only contact CREDIT SUISSE ASSET MANAGEMENT Immobilien KAG mbh or Credit Suisse with questions pertaining to the period up to the expiry of the discretionary mandate on April 30, The liquidation of CS EUROREAL was initiated on May 21, 2012 due to extreme special factors. The five-year liquidation period for CS EUROREAL has now nearly expired. Despite this challenging special situation, contracts have already been concluded for the sale of most of the real estate portfolio and all debt obligations have been repaid. Within the scope of nine distributions, investors have so far received approx. 55 percent of the unit value at the beginning of the fund s liquidation. A further distribution to investors is planned for the end of April Compared to German competitors open-ended real estate funds that are being liquidated, CS EUROREAL has to date generated above-average performance. At the end of the notice period on April 30, 2017, CS EUROREAL s discretionary mandate will be transferred by law to the fund s custodian bank, Commerzbank AG, Frankfurt am Main, which will be fully responsible for final liquidation of the fund from May 1, Its key tasks are to put the remaining real estate up for sale and distribute the free liquid assets to investors. Under the terms of a service mandate, CREDIT SUISSE ASSET MANAGEMENT Immobilien 1/11
2 Contents I. II. Previous results during liquidation by CREDIT SUISSE ASSET MANAGEMENT Immobilien KAG mbh Further fund liquidation process after transfer to Commerzbank AG Duties of Commerzbank AG Real estate sales Distributions Costs/fees Sale of unit certificates Communication KAG mbh will continue to apply its long-standing expertise to liquidate CS EUROREAL in the interests of its clients. To finally liquidate the fund, the initial step will then be to sell all then remaining properties. Creditors such as the buyers of real estate and the tax authorities can subsequently still assert their claims. In addition to quantifiable claims (e.g. under guarantees or for the remedying of defects), these also include contingent claims that are difficult to estimate but which could be significant (e.g. if currently unknown legacy issues are identified). A suitable liquidity buffer must be maintained in order to service these claims due to the lack of income from real estate and in order to avoid insolvency. Once these claims lapse, the liquid funds that are no longer needed can be gradually distributed to investors. In view of statutory periods of limitation that may apply for up to ten years, under the best case scenario the last distribution would presumably not be made until ten years after the sale of the last property. Commerzbank AG continues to aim for semi-annual distributions. These will continue to be transferred automatically to the account associated with the custody account so that there is nothing for investors to do in this regard. You may also still contact CREDIT SUISSE ASSET MANAGEMENT Immobilien KAG mbh for all questions regarding the period until April 30, As at this date, final publications such as the liquidation report will be issued under the management of CREDIT SUISSE ASSET MANAGEMENT Immobilien KAG mbh. Commerzbank AG will be responsible for communicating with investors from May 1, For example, it will then publish unit prices and the annual liquidation report and respond to the relevant questions for the period from May 1, Below you will also find extensive answers to key questions about the further liquidation of CS EUROREAL. 2/11
3 I. Previous results during liquidation by CREDIT SUISSE ASSET MANAGEMENT Immobilien KAG mbh 1. Why was the redemption of unit certificates suspended and the liquidation of CS EUROREAL initiated? Neither the suspension of redemptions nor the subsequent liquidation of CS EUROREAL is attributable to the fund s product quality. On the contrary, they were due to various extreme special effects and market developments. The reason for suspending redemptions of CS EUROREAL as at May 19, 2010 was the publication of the discussion draft on the Act to Strengthen Investor Protection and Improve the Functionality of the Capital Market (Gesetz zur Stärkung des Anlegerschutzes und Verbesserung der Funktionsfähigkeit des Kapitalmarktes or AnsFuG) by the German Federal Ministry of Finance (Bundesfinanzministerium or BMF) on May 3, Some of the critical points in this draft such as the proposed 10 percent depreciation of real estate assets, which were removed from the law when it came into force in April 2011, caused major uncertainty among investors. As a result, there was a sharp and unexpected drop in the net inflow of funds. Pursuant to statutory provisions, the fund management was therefore forced to suspend the redemption of unit certificates as at May 19, 2010 for liquidity reasons in order to protect investors (Art. 81 of the German Investment Act (InvG) in conjunction with Art. 12, para. 5 of the General Terms and Conditions). In the investor survey conducted in May 2012 prior to the expiry of the two-year maximum suspension period, the redemption requests received considerably exceeded the targeted liquidity available for redemptions. Pursuant to this investor vote, the fund management therefore had no choice but to declare the orderly liquidation of CS EUROREAL on May 21, 2012 and to terminate the discretionary mandate as at April 30, 2017 (Art. 38, para. 1 InvG in conjunction with Art. 16, para.1 of the General Terms and Conditions). In particular, the main reasons for the large number of redemption requests were the high level of uncertainty among investors owing to the poor state of the economy and the financial markets (euro/ sovereign debt crisis) as well as the numerous announced liquidations of competitors open-ended real estate funds. 2. How many properties have been sold so far? In March 2017, the sales of the «Rathaus-Galerie» shopping center in Leverkusen, another small office/retail property located next to the shopping center in Leverkusen and the Salzufer 22/Dovestraße 2-4 office building in Berlin, which were contractually secured in December 2016, were completed with the payment of the purchase price and the transfer of burdens and rights to the buyer. Since the initiation of the fund s liquidation, 73 properties had been sold for around EUR 3.7 bn by March 31, Since the implementation of the redemption suspension, 88 properties have been sold for around EUR 5.1 bn. This corresponds to 78 percent of the original property portfolio. On balance, the sales proceeds were more or less on a par with the most recent assessments of market values by the independent valuers. Moreover, the sale of a retail portfolio containing two further properties in Germany and Italy was contractually secured with a total value of around EUR 382 m. This accounts for just under 6 percent more of the portfolio. Country Completed sales since the implementation of the redemption suspension (sale price / number) Contractually secured sales (market value / number) 1 Remaining portfolio (market value / number) 1 Germany EUR 2.2 bn / 45 EUR 0.14 bn / 1 EUR 0.53 bn / 9 France EUR 0.9 bn / 11 EUR 0.09 bn / 3 UK EUR 0.8 bn / 9 EUR 0.07 bn / 3 Netherlands EUR 0.6 bn / 11 EUR 0.04 bn / 1 Spain EUR 0.2 bn / 4 EUR 0.03 bn / 1 Sweden EUR 0.2 bn / 3 EUR 0.00 bn / 0 Belgium EUR 0.1 bn / 3 EUR 0.01 bn / 1 Italy EUR 0.1 bn / 1 EUR 0.24 bn / 1 EUR 0.11 bn / 3 Austria EUR 0.0 bn / 1 EUR 0.00 bn / 0 Portugal EUR 0.0 bn / 0 EUR 0.09 bn / 2 Czech Republic EUR 0.0 bn / 0 EUR 0.08 bn / 1 Portfolio EUR 5.1 bn / 88 EUR 0.38 bn / 2 EUR 1.05 bn / 24 1 Basis: Property sales up to , market values as at /11
4 3. How many properties will be transferred to the custodian bank? As at March 31, 2017, the property portfolio of CS EUROREAL comprised 26 properties with a total market value of around EUR 1.4 bn. The sale of two retail properties with a volume of approximately EUR 380 m has already been contractually secured. A further 24 properties with a total value of EUR 1.05 bn remain to be sold. Around half of the remaining real estate portfolio is located in Germany. Payment of the purchase price and the transfer of burdens and rights for the property in the retail portfolio located in Italy are currently expected to be carried out before the end of the management mandate of CREDIT SUISSE ASSET MANAGE- MENT Immobilien KAG mbh on April 30, With regard to the property in Germany, it is currently not possible to estimate whether the required payment conditions will be met by this date. Further individual sales are already in advanced stages of negotiation. However, it is impossible to predict which ones can be completed by the end of April For this reason, it is not possible to quantify precisely how many properties will be transferred to the custodian bank as at May 1, Why haven t all properties been sold despite the large demand overhang? The sale process is a balancing act between selling off an extensive real estate portfolio as quickly as possible and achieving the best possible sales prices. Faced with this conflict, the fund management prioritized the realization of maximum prices. After liquidation was initiated in May 2012, the fund management focused its effort to gradually sell the real estate portfolio on cycles in the real estate markets and the saleability of individual properties in particular. For this reason, by the end of 2013 only nine properties had sold for around EUR 665 m during the weaker market phase. As the situation on the real estate markets gradually improved, sales activities were increased considerably. In calendar years 2014 to 2016, sales contracts were concluded with a volume of EUR 1.1 to 1.2 bn per year. The fund management thus exploited the positive market trend in the best interests of investors. With regard to cycles in individual properties, in some cases the sale process was and is only initiated after completion of rental and/or maintenance/modernization measures (e.g. renting of vacant space, extension of leases). This allows higher sale prices to be achieved on behalf of investors. Overall, the sales results compared to competitors openended real estate funds that are in liquidation have been positive. Moreover, potential property buyers are aware of the special situation regarding the fund s liquidation, which tends to make selling efforts more difficult. 5. Are there any real estate loans? The loan portfolio at the start of the fund s liquidation, which amounted to just under EUR 1.4 bn, had already been fully repaid by April Since then the fund has been unencumbered. 6. How much money has been repaid to investors so far? To date, investors have received nine distributions totaling EUR 3.2 bn. This corresponds to just under 55 percent of the unit value of each of the two unit classes at the start of the fund s liquidation. A total of EUR per unit has been repaid for the EUR unit class and CHF per unit has been repaid for the CHF unit class. 7. Will there be another distribution prior to the expiry of the discretionary mandate? An extraordinary special distribution to investors is planned for the end of April 2017, prior to the transfer of the fund s discretionary mandate to Commerzbank AG. All investors and distribution partners will be collectively informed of the amount and date of the distribution in the next CS EUROREAL Bulletin probably at the end of the 16th calendar week of In particular, the amount and date of the distribution depend on when it will be known which of the sale prices for the two contractually secured properties and the additional properties under negotiation can be included in the distribution. 8. What has been the investment performance during the liquidation period? The investment performance of CS EUROREAL from the start of the liquidation period on May 21, 2012 until March 31, 2017 was -7.1 percent 1 for the EUR unit class and -8.7 percent 1 for the CHF unit class due to exchange rate effects. On balance, the realized property sales prices were more or less on par with the most recent market values. However, the fund s performance was impacted by sales-related ancillary costs (e.g. broker and legal fees) and the required provisions that are normally set aside under the purchase contracts to cover potential expenses resulting from guarantees and warranties. In addition, the independent valuers reduced the market values of many properties as part of their periodic revaluation process. In particular, this affected properties in countries that have been suffering from long-term economic weakness (e.g. Portugal, Spain, Italy and the Netherlands) or that are outside of key metropolises/business districts. The values of properties that required structural adjustments, such as new leases or short-term lease renewals, were also reduced. Ultimately, debt financing from real estate loans had a negative impact in the first few years (initially 25 percent of the real estate assets). As all real estate loans have now been repaid, borrowing no longer impacts fund performance. 1 Calculation without reinvestment of the distribution. Historical performance indications and financial market scenarios are no reliable indicator for current and future performance. Performance indications do not consider commissions levied at subscription and/or redemption. 4/11
5 9. What investment performance have investors achieved since investing in the fund? The redemption of unit certificates was suspended nearly seven years ago (May 19, 2010). Many investors had invested in CS EUROREAL long before that. For this reason, the previous individual investment performance of many investors must take into account an investment horizon that extends far beyond the start of the fund s liquidation. The calculation of investment performance must be based on more than just the unit price at the time units were purchased compared to the current unit price. The distributions that have since been paid must also be taken into account. As the overview below from the magazine «Finanztest» demonstrates, the EUR unit class of CS EUROREAL has incurred the smallest losses to date compared to other open-ended real estate funds being liquidated and has therefore generated the best investment performance of the funds in liquidation examined by the publication. The period under review began on September 30, This marked the start of the financial crisis, which had already led many open-ended real estate funds to suspend unit redemptions as early as October Investment performance of open-ended real estate funds in liquidation from September 30, 2008 to January 31, The EUR unit class of CS EUROREAL, which was launched in April 1992, had generated a positive long-term investment performance until April Investors who purchased their fund units around nine years ago i.e. about two years before the suspension of redemptions have not suffered any losses despite the special situation regarding the fund s liquidation. Experience shows that many investors have held their units for at least ten years. As the table below illustrates, the investment performance of the EUR unit class improves the longer units are held beyond that period % -46.6% -37.3% -20.7% -21.4% -27.2% -2.6% -3.7% -6.7% CS EUROREAL EUR Fund 2 Fund 3 Fund 4 Fund 5 Fund 6 Fund 7 Fund 8 Fund 9-60% -50% -40% -30% -20% -10% -0% Source: Finanztest 4/2017 Performance components EUR unit class (not including reinvestment of distributions) Since initiation of fund liquidation Duration of investment about 9 years Duration of investment 10 years Duration of investment 15 years Unit price on March 31, 2017 EUR EUR EUR EUR distributions (number of distributions) EUR (9) EUR (13) EUR (14) EUR (19) = Total of unit price and distributions EUR EUR EUR EUR /. Unit price for investments in CS EUROREAL (date of investment) EUR ( ) EUR ( ) EUR ( ) EUR ( ) = Performance 1 EUR EUR 0.02 EUR EUR Performance as % of investment % 0.0 % +4.9 % % The CHF unit class, which was not issued until October 2005 and which has only very few investors, has had a much more volatile performance. This is due to CHF/EUR exchange rate fluctuations for the unhedged currency component. The costs of hedging the exchange rate to the EUR also impact performance. Since the fund s liquidation, the performance for the CHF unit class amounts to -8.7 percent 1, for 10 years to -2.7 percent 1 and since launch at October 4, 2005 to 1.8 percent Will the liquidation of CS EUROREAL end on April 30, 2017? No. At the end of the notice period on April 30, 2017, the discretionary mandate for CS EUROREAL will be transferred by law on May 1, 2017 to the fund s custodian bank (Commerzbank AG in Frankfurt am Main), which will be responsible for the further liquidation of the fund. 1 Calculation without reinvestment of the distribution. Historical performance indications and financial market scenarios are no reliable indicator for current and future performance. Performance indications do not consider commissions levied at subscription and/or redemption. 5/11
6 II. Further fund liquidation process after transfer to Commerzbank AG 1. Duties of Commerzbank AG 1.1 Which laws govern the transfer of an open-ended real estate fund such as CS EUROREAL to the custodian bank and what does this mean? CREDIT SUISSE ASSET MANAGEMENT Immobilien KAG mbh irrevocably terminated its discretionary mandate for CS EUROREAL as at April 30, 2017 in accordance with statutory provisions (Art. 38, para. 1 InvG in conjunction with Art. 16, para. 1 of the General Contract Terms). Art. 39, para. 1 of the German Investment Act stipulates that a fund be transferred to the custodian bank if the investment company s right to manage the fund lapses. The transfer of CS EUROREAL to the custodian bank terminates the investment agreement that previously existed between CREDIT SUISSE ASSET MANAGEMENT Immobilien KAG mbh and investors. From May 1, 2017, Commerzbank AG will therefore be the contractual partner of the investors and will be responsible for all of the fund s remaining assets and liabilities. 1.2 What are the duties of Commerzbank AG? From May 1, 2017, Commerzbank AG will be fully responsible for the further management and ultimate liquidation of CS EUROREAL. Its main tasks will be to sell any remaining properties and distribute free liquid funds to investors. The custodian bank may involve external service providers in the further liquidation of the fund. 1.3 Does Commerzbank AG outsource tasks to third parties? Commerzbank AG issued CREDIT SUISSE ASSET MANAGEMENT Immobilien KAG mbh a service mandate with effect from May 1, 2017 for key tasks related to the further liquidation of CS EUROREAL. As a result, the knowledge of the fund and its properties garnered over decades will be directly maintained for the benefit of the investors. Under the service mandate, CREDIT SUISSE ASSET MANAGEMENT Immobilien KAG mbh in particular assumes responsibility for the management and sale of the remaining properties. However, as the holder of the discretionary mandate, Commerzbank AG bears sole decision-making authority for the fund. For example, with regard to the sale of further properties this means that although CREDIT SUISSE ASSET MANAGEMENT Immobilien KAG mbh will prepare the sales, Commerzbank AG will make the ultimate decision to sell. Once the management mandate is transferred to Commerzbank AG, CREDIT SUISSE ASSET MANAGEMENT Immobilien KAG mbh and Credit Suisse will be available to answer questions from investors and distribution partners pertaining to the period up to the expiry of the management mandate on April 30, As of May 1, 2017, communication with investors of CS EUROREAL will be performed by Commerzbank AG (also see section 6 Investor communication). From May 1, 2017, the functions and tasks will be divided between Commerzbank and CREDIT SUISSE ASSET MANAGEMENT Immobilien KAG mbh as follows: Commerzbank AG Function: Capital management company Responsibility for continuing the liquidation of the fund, makes all decisions Execution of the distributions (the goal is to have semi-annual distributions) Investor communication (for all questions pertaining to the period starting May 1, 2017) Control of the service provider Outsourcing of tasks CREDIT SUISSE ASSET MANAGEMENT Immobilien KAG mbh Function: Service provider of Commerzbank AG Management and sale of remaining properties Fund management (e. g. fund accounting) Preparation of decision templates for Commerzbank AG Investor communication (only for the period up to April 30, 2017) 1.4 Does Commerzbank AG have experience with the final liquidation of open-ended real estate funds? Yes. As part of the surge in liquidations of open-ended real estate funds in Germany in the wake of the financial crisis, since 2013 numerous funds have been transferred to Commerzbank AG as their custodian bank for final liquidation. Commerzbank AG has served as the custodian bank of CS EUROREAL since July Prior to that, Dresdner Bank, which was acquired by Commerzbank AG in early 2006, served as the custodian bank of CS EUROREAL. As a result, Commerzbank AG has been familiar with CS EUROREAL for many years and has extensive experience with the liquidation of open-ended real estate funds. 1.5 Will the unit price continue to be calculated on the open market and published? Yes. As was the case before, the unit price of CS EUROREAL will be calculated on each stock exchange trading day and 6/11
7 published on the website of Commerzbank AG. The website will be published with the transfer of the discretionary mandate. 1.6 Who will monitor the further liquidation process? The statutory guidelines and audit and supervisory criteria for the asset class of open-ended real estate funds will continue to apply even after the transfer of CS EUROREAL to Commerzbank AG. The Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht or BaFin) will monitor compliance with these requirements. 2. Real estate sales 2.1 Is there a legal deadline by which all properties must be sold? No, there is no legal deadline for selling the properties transferred to Commerzbank AG. 2.2 Will the remaining properties be sold at reasonable prices? Pursuant to the provisions of the Federal Financial Supervisory Authority (BaFin), the custodian bank is required to «sell the assets at the best possible sales price realizable on the market.» It is not subject to any instructions as to the amount of the proceeds to be generated in the process. In particular, it is not bound by the most recent market values of the independent valuers. 2.3 How much longer will it take to liquidate CS EUROREAL? It is currently impossible to estimate when the liquidation of CS EUROREAL will be completed. First, all properties must be sold. It should be noted that sales of individual properties may take several months. This is due to the typically lengthy process of searching for interested potential buyers, the conducting of a financial, technical and legal review, the securing of loans by potential buyers, price and purchase agreement negotiations and payment of the purchase price. As a result, it cannot be determined when the sale of the last property will be completed. As creditors could potentially assert claims for properties that have already been sold, the fund cannot be completely liquidated immediately after the sale of the last property. Even after properties have been sold, claims may still arise from calculable receivables from standard market guarantees and for the repair of deficiencies as well as contingent liabilities in particular, which are difficult to estimate. Statutory warranty periods/periods of limitation of up to ten years must be taken into account with regard to contingent liabilities. Should claims be asserted, it could take several years to clarify them, potentially within the scope of legal proceedings. It cannot be predicted to what extent, when and whether in fact any claims could arise from contingent liabilities. For this reason, CS EUROREAL cannot be liquidated in the short term even after the sale of the last property. If, in the best case scenario, no claims or only minor claims are asserted, the liquidity buffer established for the servicing of potential contingent liabilities can, however, be gradually reduced and paid out to investors. Ideally, the last distribution would therefore be made around ten years after the sale of the fund s last property. 2.4 What are contingent liabilities? Unlike predictable, quantifiable claims under standard market guarantees and claims for the repair of deficiencies defined in the sales agreements, it is difficult to estimate if contingent liabilities will be realized. However, in some cases even very large claims cannot be fully excluded. Contingent liabilities include potential warranty claims for possible property defects that are not currently known, which could arise for individual properties after the sale of those properties. For example, these include costs for the remedying of defects and claims for compensation for currently unknown legacy issues that are discovered after a sale, such as potential soil contamination. The statutory periods of limitation usually end ten years after the sale of the respective property. As a result, the risk calculation currently must take into account around 100 property sales with a volume of more than EUR 5 bn. Back taxes could also come due, for example if a tax arrangement abroad is now unexpectedly not allowed. Contingent tax liabilities lapse once the foreign tax authorities issue final confirmation or the relevant periods, which can vary among countries, expire. 2.5 Why does liquidity need to be maintained for the servicing of future liabilities? Because all properties are gradually being sold, the sales proceeds and rent surpluses from the remaining properties generate decreasing liquidity. In view of this, the fund must continuously maintain adequate liquidity, in particular to meet the following expected and unpredictable costs and liabilities: Expected rental and construction/maintenance costs for properties still held by the fund Expected costs for guarantees and warranties from properties that have already been sold Expected taxes on properties sold abroad Other expected costs, e.g. for fund management Unpredictable contingent liabilities for potential, possibly large claims arising from property sales concluded in the last ten years (e.g. property defects, taxes) 7/11
8 It is necessary to establish an adequate liquidity buffer in order to protect the fund at all times from a potential liquidity shortage, as a result of which justified liabilities on account of the fund to its creditors could no longer be met. The fund management is legally obligated to prevent such a situation. The fund s insolvency and the resulting risks for investors must be avoided in all cases. 2.6 Will the properties continue to be valued by independent experts? Yes. The independent valuers will continue to determine the market values of the fund s individual properties on behalf of Commerzbank AG at least once a year. The results of the property revaluations for CS EUROREAL will be published on the website of Commerzbank AG and in the annual liquidation reports. 3. Distributions 3.1 How frequently will future distributions be made? Commerzbank AG will decide the frequency and amount of future distributions. It aims to continue to make semi-annual distributions. 3.2 What will be the amount of future distributions? On the one hand, the amount of future distributions depends on the volume and timing of further real estate sales. It is also determined on the other hand based on the liquidity that must be maintained for expected and unpredictable costs and liabilities of the fund. If, in an ideal scenario, either no claims or very small claims are asserted from contingent liabilities in particular, the liquidity buffer established for this purpose can be gradually reduced and the resulting liquidity can gradually be paid out to investors. More background information on this can be found in the answers to questions 2.3 to When will the last distribution be made? It is currently impossible to predict when the last distribution for CS EUROREAL will be made. Before the remaining liquidity can be paid out to investors, all properties must be sold and the liquidity used to settle all liabilities. In this context in particular, it must be made certain that no claims are expected from contingent liabilities arising from the sale of the properties. The requirement for this is that the terms of liability, which in some cases are up to ten years, have expired or corresponding final confirmations have been issued. Ideally, from today s perspective the last distribution would therefore be expected to be made around ten years after the sale of the last property. More background information on this can be found in the answers to questions 2.3 to What will be the investment performance until the fund is liquidated? The investment performance up to the completion of the fund s liquidation depends on two factors. The sales prices achieved for the remaining properties are one key factor. The sales prices for the properties still remaining in the fund will be largely influenced by the situation in the respective real estate market (e.g. supply and demand) and the specific property parameters (e.g. occupancy rate, terms of leases) at the time of the sale. The second key factor is whether the provisions created for the foreseeable, expected claims are undershot or exceeded and, in particular, whether contingent liabilities even have to be serviced and if so, to what extent claims from hard-to-calculate contingent liabilities need to be serviced. Unfortunately, the further development of these two factors and their consequences cannot be calculated. Therefore, no definitive statement can be made at this time as to the fund s future or final investment performance. 3.5 Do I have to do anything in order to keep receiving my distributions? No, you do not have to do anything. The distributions will continue to be transferred automatically to the account associated with your custody account. 3.6 Will distributions be treated differently than before for tax purposes? No. The transfer of CS EUROREAL to Commerzbank AG does not result in any different tax evaluation of future repayments. During a fund liquidation, distributions fundamentally comprise three components: ordinary profits (e.g. rents, dividends and interest from real estate and/or real estate companies and liquidity investments), extraordinary profits (from the sale of real estate and real estate companies) and payments from the substance of the fund. As a rule, the portion of the distribution attributable to the fund s substance that is paid to investors subject to full taxation in Switzerland is not taxed. Rather, these payments are made against the acquisition price of the investor s fund units. The tax treatment depends on the personal circumstances of the respective investor and may change based on the legislation, jurisdiction and decrees of the tax authorities. By law, CREDIT SUISSE ASSET MANAGEMENT Immobilien KAG mbh may not act as a tax advisor. Investors should therefore contact their personal tax consultant. 8/11
9 4. Costs/fees 4.1 How much property transfer tax will be charged to the fund in the transfer to the custodian bank? It is not yet possible to determine how much property transfer tax will be charged to the fund in the transfer to the custodian bank. Based on the new Art. 100a and Art. 357 of the Federal Capital Investment Act (KAGB), German real estate is initially exempt from transfer tax during a transfer from the capital management company to the custodian bank. This exemption would only retroactively lapse if the real estate was not sold within three years and property gains tax was not paid on the transaction. As at March 31, 2017 the portfolio still had ten German properties worth a total of just under EUR 670 m. The sale of one German property in Nuremberg with a market value of nearly EUR 138 m has already been contractually secured. Due to a number of unknown factors, it is currently impossible to estimate whether and to what extent property gains tax could potentially apply to the individual foreign properties (this currently comprises 16 properties in eight European countries worth around EUR 760 m). The sale of the property in Rimini will probably be finalized before the transfer to the custodian bank. With regard to the properties that are expected to be transferred to the custodian bank, the fund management is in the process of minimizing the property transfer tax liability to the extent possible by structuring the property transfer accordingly and/or negotiating with local tax authorities. In some cases, requests for a binding statement have been made within the scope of the conversations and negotiations with foreign tax authorities, but they have not yet replied. More detailed information about the current status of property transfer tax that apply during the transfer of foreign properties to the custodian bank will be published in the liquidation report on April 30, Will the running costs for the management/ liquidation of the fund change? Commerzbank AG is entitled to reasonable compensation for its activities in connection with the further liquidation of the fund. From what is known, this will be based on its past remuneration. The custodian bank fee previously collected by Commerzbank AG will lapse after the transfer of the fund as at May 1, Sale of unit certificates 5.1 Can I redeem or otherwise sell my units? Due to the permanent suspension of unit issues and redemptions in May 2012, it is not possible to redeem unit certificates to the fund management company at the unit price. This means that repayments to investors will continue to be made exclusively through distributions from free liquidity. If you would like to sell your units e.g. if you are in urgent need of liquidity you may inform yourself about purchase offers made on the secondary market or by third parties. In this regard, it should be generally noted that when selling units in this manner, investors should as a rule expect significant discounts from the published daily unit prices. The market price is derived purely from supply and demand on the market, and not by the unit price calculated by the custodian bank on the basis of the fund s assets and liabilities. Third-party purchase offers arise from a wide range of parameters and are also usually far below the calculated daily unit price. If necessary, it is best to explore the alternatives above for creating liquidity or other potential solutions with your investment advisor in order to make the best decision for your personal situation. has instructed unit certificates to be traded on the stock exchange nor is it involved in this. Consequently, Credit Suisse cannot make a definitive statement as to whether there will be stock exchange trading in the future. However, as far as known this is the case for competitors products that have already been transferred to the custodian bank. For this reason it can be assumed that CS EUROREAL will also continue to be traded on the secondary market. 5.3 How serious are third-party purchase offers? Neither CREDIT SUISSE ASSET MANAGEMENT Immobilien KAG mbh nor any other company in the Credit Suisse Group is associated with third-party purchase offers that have been made repeatedly to date. These purchase offers, which you receive through your custody agent, should be reviewed carefully. For example, it is advisable to closely examine the equivalent value offered by such a purchase transaction (e.g. economic substance), the legal framework (e.g. availability of a sales prospectus), the reliability of the bidder and the settlement process of the purchase transaction. Please consult your investment advisor in this regard. 5.2 Will unit certificates continue to be traded on the stock exchange? Neither CREDIT SUISSE ASSET MANAGEMENT Immobilien KAG mbh nor any other company in the Credit Suisse Group 9/11
10 6. Communication 6.1 Where can I find information about the liquidation of CS EUROREAL? CREDIT SUISSE ASSET MANAGEMENT Immobilien KAG mbh will be responsible for the management of CS EUROREAL until April 30, 2017 and will continue to publish current information such as the CS EUROREAL Bulletin and the monthly fact sheet in the internet. In addition, the semi-annual report will be published as at March 31, 2017 and a liquidation report will be published as at April 30, Commerzbank AG will be responsible for all fund communication upon the transfer of CS EUROREAL to the custodian bank on May 1, Commerzbank AG will make publications such as the liquidation report, which in the future will be published once a year as at September 30, and current information such as the daily unit price, distributions, property revaluations and sales of properties available on its website for CS EUROREAL. 6.2 Who is my contact person for questions about CS EUROREAL? If you have any questions for the period to April 30, 2017, please contact your client consultant. You will find information on the fund under (please select Products & Services/Asset Management/Funds/please insert in the search box «Euroreal»). From May 1, 2017, Commerzbank AG will be available to answer questions about CS EUROREAL. The contact details of Commerzbank AG for questions about the period from May 1, 2017 (hotline no., and website) will be published on the website of CREDIT SUISSE ASSET MANAGEMENT Immobilien KAG mbh immediately after the transfer of the discretionary mandate. 10/11
11 CREDIT SUISSE ASSET MANAGEMENT Immobilien Kapitalanlagegesellschaft mbh TaunusTurm Taunustor 1 D Frankfurt am Main Copy deadline: April 7, 2017 Source: Credit Suisse AG, ansonsten spezifiziert Important information The information provided herein constitutes marketing material. It is not investment advice, not otherwise based on a consideration of the personal circumstances of the addressee nor is it the result of objective or independent research. The information provided herein is not legally binding and it does not constitute an offer or invitation to enter into any type of financial transaction. The information provided herein was produced by Credit Suisse Group AG and/or its affiliates and subsidiaries (hereafter «CS») with the greatest of care and to the best of its knowledge and belief. The information and views expressed herein are those of CS at the time of writing and are subject to change at any time without notice. They are derived from sources believed to be reliable. CS provides no guarantee with regard to the content and completeness of the information and does not accept any liability for losses that might arise from making use of the information. If nothing is indicated to the contrary, all figures are unaudited. The information provided herein is for the exclusive use of the recipient. Neither this information nor any copy thereof may be sent, taken into or distributed in the United States or to any U. S. person (within the meaning of Regulation S under the US Securities Act of 1933, as amended). It may not be reproduced, neither in part nor in full, without the written permission of CS. The key risks of real estate investments include limited liquidity in the real estate market, changing mortgage interest rates, subjective valuation of real estate, inherent risks with respect to the construction of buildings and environmental risks (e.g., land contamination). CS Euroreal Fund: This fund is domiciled in Germany. The representative in Switzerland is Credit Suisse Funds AG, Zurich. The paying agent in Switzerland is Credit Suisse AG, Zurich. The prospectus, the simplified prospectus and/or the Key Investor Information Document (KIID) and the annual and half-yearly reports may be obtained free of charge from Credit Suisse Funds AG, Zurich or from any branch of Credit Suisse AG in Switzerland. Copyright 2017 Credit Suisse Group AG and/or its affiliates. All rights reserved. CH_ENG/G/ /11
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