EFTA01454597

RRP73 - Elysium Summary of Key Partnership Terms1 Partnership: General Partner: Advisor: Deutsche Bank Commitment: Target Size: Minimum Investment: Term: Commitment Period• Geographic Focus' Project Concentration Limit: Preferred Return: Carried Interest: Clawback: Advisory Fees: Ancillary Fees: Organizational Expenses: RREEF Retrofit Partners. L.P.. a Delaware limited partnership. U.S. tax-exempt persons and non-U.S. persons will be offered the opportunity to participate in the Partnership through a U.S. blocker corporation owned by a Feeder Vehicle. GSS Holdings (Retrofit), Inc., a Delaware corporation and an unaffiliated special purpose entity will serve as the general partner of the Partnership. The General Partner will delegate to the Advisor substantially all of its rights. powers. duties and discretion as general partner of the Partnership. RREEF America LW. a Delaware limited liability company, or an affiliate thereof. 6% of aggregate capital commitments, up to $15 million. $250 million of aggregate capital commitments. $5 million, subject to the General Partner's discretion to accept lesser amounts. Thirteen years from the final closing date. subject to up to three one-year extensions. Four years from the final closing date. subject to a one-year extension with the consent of the LP Advisory Committee. Pnmanly U.S. and Canada 10% of aggregate capital commitments (or the lesser of $25 million and 20% of aggregate capital commitments for projects completed prior to the final closing date). 8% annually, subject to a 100% catch-up. 20%; carned interest distributions will be made on an 'annual poor basis after the return of all contributed capital (plus the preferred return thereon) with respect to the projects and Partnership expenses allocated to such annual pool. Upon liquidation and on an annual basis following the end of the Commitment Period. 20% per annum of aggregate capital commitments, payable quarterly in advance. stepping down after the "stepdown date" (i.e.. the earlier of the end of the Commitment Period and the date on which the Advisor or the Team draws down capital from a competing partnership) to the 1.5% per annum of the total amount of capital funded into projects that are still being actively managed. 100% of all ancillary project-related fees will be shared with the Limited Partners by means of a dollar•for'dollar offset against Advisory Fees otherwise payable. Reimbursable up to $1.5 • Set forth above is a summary of certain key terms of the Partnership. This summary does not purport to be complete and is subject to the more detailed information that will be set out in the Partnership's definitive documents. which should be read carefully in their entirety by prospective Limited Partners before subscribing to the Partnership. The terms described above are subject to change without notice and will be subject to the provisions provided for in the Partnership's definitive documents To the extent that there is any inconsistency between this summary and the Partnership's definitive documents. the provisions of the Partnership's definitive documents will control. See also the more detailed summary of terms included in the Partnership's Confidential Offering Memorandum, a copy of which has been provided to the recipient. Deutsche Asset RREEF Retrofit Partners, L.P. For U.S. Person Clients of the U.S /Americas Key Client Partners Desk Only June 2014 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0112810 CONFIDENTIAL SDNY_GM_00258994 EFTA01454597