Case File
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RRP73 - Elysium
Deutsche Asset
& Wealth Management
Confidential — Not for Public Distribution
Available to U.S. Person Clients of the
U.S./Americas Key Client Partners Desk
RREEF Retrofit Partners, L.P.
North American Energy Efficiency Retrofit Projects
June 2014
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Executive Summary
Funding the cost of building retrofit projects and capturing the resulting
"energy savings"
returns without owning host buildings
Overview of Retrofits and Market Opportunity
I Core Project Elements: Retrofit projects generally involve four common
elements: new equipment; new controls; integrated
design; and active energy management.
I Potentially Large Market: Certain recent studies suggest that the U.S.
marketplace opportunity for energy efficiency projects is
potentially very large (possibly $270 billion to $520 billion).1
I Traditional Challenges: Although retrofit projects often result in
significant energy savings for property owners, they are labor and
capital intensive endeavors that require the retention, coordination and
oversight of various third party service providers.
H Opportunity: RREEF Retrofit Partners, L.P. (the "Partnership") believes it
can take advantage of this significant potential market
opportunity and address traditional challenges by providing capital and
retrofit know-how to property owners and, in the process,
generate current income returns for its Limited Partners.
Strategy and Project Execution
I Core Strategy: The Partnership's core strategy will be to structure
retrofit projects through energy service agreements or "ESAs."
I ESA Structure: Under an ESA, the Partnership will pay for an energy
efficiency retrofit (equipment plus labor) and will receive,
typically over a 10-year term, the energy savings resulting from the project
(the difference between a property's historical utility bills
and its post-retrofit bills), subject to certain adjustments.2
I Project Delivery: The Partnership expects to source projects through third
party origination partners (as well as proprietary
sources) and intends to use experienced, high quality 3rd party service
providers for project design, construction and management.
Partnership Objectives and Expected Benefits
I Project Size and Geographic Focus: The Partnership will target projects
located in the US and Canada in $2 to $5 million range
(but may pursue smaller or larger projects). The Partnership expects to fund
approximately 60-120 projects, assuming total
Partnership capital commitments of $250 million plus 30% leverage.
I Target Properties: The Partnership expects to undertake projects in
commercial, large multi-family residential, big box retail,
hospitality and 'MUSH" (municipal, university, school and hospital)
buildings and other properties.
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H Jobs/Carbon Benefits: Although the Partnership's primary objective will be
to generate attractive risk-adjusted returns, project
activities are expected to result in both job creation and carbon emissions
reduction.
Experienced Team Operating
Within the DB Platform
I Team: Core team of five, led
by Jeff Baer.
I DB Senior Advisers: Pierre
Cherki and Todd Henderson,
senior executives within
Deutsche Asset & Wealth
Management, will act as
senior advisers to the Team.
I DB Platform: The Team is
part of Deutsche Asset &
Wealth Management's
integrated global real estate
platform and will leverage the
breadth of research,
transaction execution and
asset management
capabilities of the DB
Platform.
IIPrior Retrofit Experience:
Members of the Team have
completed over 800 non-ESA
energy efficiency retrofit
projects in last four years
within Deutsche Bankoccupied
real estate and have
received numerous energy
efficiency awards around the
globe in recognition of the
retrofit work.4,5
1 DBCCA Research (an affiliate of Deutsche Bank), 2012; "Unlocking energy
efficiency in the U.S. economy", McKinsey & Co., July 2009. See Footnote 1
on page 18 for full disclosure. 2 There can be
no assurance that the Partnership will achieve any particular rate of return
or any return at all. 3 DB Corporate Real Estate Services data. See page 30
for additional details on projects. 4 See page
31 for details on awards.
Deutsche Asset
& Wealth Management
RREEF Retrofit Partners, L.P. For U.S. Person Clients of the U.S./Americas
Key Client Partners Desk Only
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June 2014
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Partnership Objectives and Potential Benefits
1
Current Return Focus
The primary objective of the Partnership is to generate attractive risk-
adjusted returns to Limited
Partners from periodic current income payments expected to be made in
connection with projectsl
In addition, the Partnership believes that its strategy has two ancillary
features that may be attractive
to certain Limited Partners:
2
Job Creation
Projects are expected to result in new construction and engineering jobs.
135,000 incremental job
days of work estimated from Partnership's activities. 2,3
3
Carbon Reduction
Projects are also expected to result in reduced carbon emissions (the Team
estimates that each
Target Project will reduce C02 emissions by 3,000 to 3,600 tons per annum)2,3
1 There can be no assurance that the Partnership will achieve any particular
rate of return or any return at all.
2 Estimates based on $325 million in project activity (funded commitments
plus leverage) and projects having attributes of the type being targeted by
the Partnership. There can be no assurance
regarding the number or types of jobs (or job days/years), or the amount of
carbon reduction, which will result from a particular project or the
projects as a whole. The actual number of work days
and carbon reduction resulting from Partnership project activities may be
higher or lower than these estimates and will depend, among other things, on
the actual amount of capital deployed and the
nature of projects completed.
3 In evaluating and structuring each project, the Partnership will focus
exclusively on the return aspects of the project and not the project's
ability to create jobs or reduce carbon (although the Team
believes that job creation and carbon reduction are likely to result from
projects). For example, if a particular project could be structured in two
alternative ways, one that generated a higher return
and resulted in less job creation and/or less carbon reduction, and another
that generated a lower return but resulted in more job creation and/or more
carbon reduction, the Partnership would
pursue the former and not the latter structure.
Deutsche Asset
& Wealth Management
RREEF Retrofit Partners, L.P. For U.S. Person Clients of the U.S./Americas
Key Client Partners Desk Only
June 2014
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Contents
01 Firm Overview
02 Executing Retrofit Projects through a Core ESA Strategy
03 The Market Opportunity
04 Project Management Process
05 Overview of Team and Experience
06 Summary of Key Terms and Structure
07 Appendices
A. Biographies
B. Case Studies
C. Responsible Contractor Program
D. Sample Jobs Creation and CO2 Reduction Report
E. Potential Building Ratings Benefits
F. New Building CO2 Comparison
G. Additional Notes and Important Information
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01 Firm Overview
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Alternative Investments Business
Part of Deutsche Bank's Asset & Wealth Management (AWM) division
Overview
— At more than €98.8/US$136 billion of AUM and over 700 professionals and
staff, Deutsche Asset & Wealth Management is one of the world's
largest managers of Alternative Investmentsl.
— We are one of the few asset managers with significant coverage in each sub-
asset class of alternatives and our vertically integrated business
model provides packaged one stop shop services for our clients.
We utilize our extensive experience across sectors, geographies and asset
life cycles to maximize client value with intelligent acquisition,
management and disposal strategies
Alternatives AUM Summary
Commodities
Private Equity &
Private Markets
13%
13%
Infrastructure
16%
€98.8/$136bn
Active
Real Estate
35%
21%
Retirement &
Hybrid Solutions
Alternatives and Real Assets
Pierre Cherki
Note: Figures subject to change without prior notice. Number may
not sum to 100% due to rounding. Certain alternative assets are
reported elsewhere in Deutsche Asset & Wealth Management and
the above includes dbSelect notional Assets that are not currently
reported as AUM.
Real
Estate
Infrastructure
Liquid
Real Assets
Sustainable
Investments
Private Equity &
Private Markets
Infrastructure
1 Source: Towers Watson. Global Alternatives Survey 2013, dated July 2013.
Note: Not all DeAWM products and services are offered in all jurisdictions
and availability is subject to local regulatory restrictions and
requirements. Numbers may not sum due to rounding.
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Deutsche Asset
& Wealth Management
RREEF Retrofit Partners, L.P. For U.S. Person Clients of the U.S./Americas
Key Client Partners Desk Only
June 2014
Alternatives and Fund Solutions
Stephane Farouze
Hedge
Funds
Fund Derivatives
& Financing
Retirement
Products
Passive
Alternatives
Deposits/Loans
Deutsche Bank
Sustainable Investments
Hedge Funds
Private & Business
Clients
Corporate Banking
& Securities
Asset & Wealth
Management
Michele Faissola
Global Transaction
Banking
Non-Core
Operations
Regional Management
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DB's Real Estate Business
Long tenured manager of real estate assets across the private and public
investment spectrum and around the globe
A full service real estate manager with US$48.3/€35.0 billion in assets
under management
More than 475 institutional clients and approximately 450 employees in 22
cities around the world
Global footprint and AUM by strategy (billions)
Private real estate - Americas
— Creating value through active management since 1975.
— Long tenured senior professionals averaging 14 years
with the firm and 28 years of industry experience.
— US$16.9 billion in total AUM.
— Nearly 300 institutional clients, including public,
corporate, union and foundations/endowments.
— Approximately 200 professionals and staff in 9 offices.
19%
35%
5%
Total:
US$48.3/€35.0
II RE
II RE
41%
II RE
IIRE Direct: Europe
US$16.9/€12.3
US$19.5/€14.2
US$2.6/€1.9
US$9.3/€6.7
— Dedicated teams closed more than $40 billion (1,300+
properties) in purchase and sales transactions over the
last 10 years.
— Regional asset management organization with nearly 30
asset managers
Numbers may not sum due to rounding. As of March 31, 2014.
Deutsche Asset
& Wealth Management
RREEF Retrofit Partners, L.P. For U.S. Person Clients of the U.S./Americas
Key Client Partners Desk Only
June 2014
Direct: Asia Pacific
Securities
Direct: Americas
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DB's Real Estate Business
Long tenured manager of real estate assets across the private and public
investment spectrum and around the globe
A full service real estate manager with €34.2/US$47.0 billion in assets
under management
More than 475 institutional clients and approximately 450 employees in 24
cities around the world
Global footprint
Private real estate - Americas
— Creating value through active management since 1975.
— Long tenured senior professionals averaging 14 years
with the firm and 27 years of industry experience.
— US$16.2 billion in total AUM.
— Nearly 300 institutional clients, including public,
corporate, union and foundations/endowments.
— Approximately 200 professionals and staff in 9 offices.
19%
34%
5%
Total:
US$47.0/€34.2
42%
RE Direct: Americas
RE Direct: Europe
RE Direct: Asia Pacific
IIRE Securities
US$16.2/€11.8
US$19.6/€14.2
US$2.4/€1.8
US$8.8/€6.4
— Dedicated teams closed more than $40 billion (1,300+
properties) in purchase and sales transactions over the
last 10 years.
— Regional asset management organization with nearly 30
asset managers
Numbers may not sum due to rounding. As of December 31, 2013.
Deutsche Asset
& Wealth Management
RREEF Retrofit Partners, L.P. For U.S. Person Clients of the U.S./Americas
Key Client Partners Desk Only
June 2014
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Benefits Provided by the DB Platform
Extensive real estate & asset management capabilities of the DB Platform
provide
the Partnership with the focus, depth and scale needed to execute its
strategy.
Platform Capability
1
Disciplined
Investment
Process
2
Sophisticated
View on Markets
and Competitive
Trends
3
Expertise in
Counterparty and
Real Estate Credit
Underwriting
4
Extensive Real
Estate Acquisition
and Disposition
Experience
5
Deep Leasing
Knowledge
6
Asset
Management
Experience
Deutsche Asset
& Wealth Management
Benefit Provided to Partnership
• DB Platform's rigorous investment and risk management processes have been
developed and
refined over multiple real estate cycles.
• Team will use and adapt the rigorous investment process in connection with
the Team's evaluation of
potential project opportunities.
• DB Platform maintains House Forecasts, Qualitative Inputs and a
Quantitative Allocation Model to
address risk and opportunity across markets and sectors.
• Team believes that having access to this type of proprietary analysis will
enhance the Team's overall
project screening and evaluation efforts.
• DB Platform has extensive experience performing comprehensive risk-reward
analysis on
prospective projects, with a focus on relative values among target assets.
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• Team expects to leverage this expertise to ensure that counterparty and
real estate credit risks are
appropriately assessed and used in project structuring and analysis
• Since 2003, U.S. transactions group has acquired >350 assets ($25
billion+) and disposed >500
assets ($22 billion+) across multiple property types.
• Team believes that this extensive experience may provide valuable insights
to the Partnership in
structuring certain retrofit projects.
• Asset Management team is responsible for overseeing the leasing the 100.7m
sq. ft. US portfolio
representing >5,800 tenants. To maintain stabilized occupancy, the Asset
Management team works
closely with tenants and leasing brokers in all major markets in the US.
• Team will draw upon the DB Platform's multi-decade tenant leasing
experience, allowing the Team to
more effectively structure projects and to target attractive market
categories.
• Asset management relationships contribute significantly to the broader
real estate network and
information advantage available to all of the firm's teams.
• Team expects to access this experience and these relationships as part of
its efforts to source and
manage high-quality retrofit projects.
RREEF Retrofit Partners, L.P. For U.S. Person Clients of the U.S./Americas
Key Client Partners Desk Only
June 2014
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02 Executing Retrofit Projects through a
Core ESA Strategy
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Energy Efficiency Retrofit Project Funding
Through an ESA, the Partnership will fund the cost of retrofit projects and
capture the "energy savings" returns of an energy efficiency retrofit without
owning the host buildingl
Contract
The Partnership and a building owner enter into a contract where the building
owner agrees to pay its historical utility bills to the Partnership for the
term of the
contract, in exchange for energy services relating to the equipment
installed.
Project
Capital
The Partnership funds the cost of money-saving, energy efficient equipment
installed in the owner's building. Typically, the owner of the building owns
the
equipment installed During the term of the contract, the Partnership
provides
"energy services" to the building.
Returns
The Partnership earns the difference between the historical utility bills
and the new,
lowered utility bills adjusted for any gain sharing arrangements and certain
other
adjustments. Over the life of the project, these payments are expected to
generate attractive, risk-adjusted current returns with no reliance on
capital
appreciation.2
1 In the context of a particular project or transaction, the Partnership may
modify or simplify the typical ESA structure and terms described above or
may elect to structure
such project or transaction through a non-ESA or modified ESA structure. By
way of example, in the context of a smaller project, the Partnership may
elect to bill a building
owner directly (i.e., rather than receiving payment from the differential
between the building's historic payments and post-retrofit payments). The
Partnership may also (i)
undertake renewable energy and cogeneration projects in buildings and other
properties in which the vehicle has an existing project and (ii) engage in
other energy efficiency
projects or transactions, either through an ESA (or modified ESA) structure
or otherwise.
2 There can be no assurance that the Partnership will achieve a particular
rate of return or any return at all.
Deutsche Asset
& Wealth Management
RREEF Retrofit Partners, L.P. For U.S. Person Clients of the U.S./Americas
Key Client Partners Desk Only
June 2014
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Payment Details
The hypothetical contract illustration below summarizes how the ESA model is
expected to work financially for both the building owner and the Partnershipl
Shared Savings
Post-Retrofit
Savings
Pre$
Retrofit
Actual
Energy
Costs
1
Before
the ESA, the
building owner pays
energy service costs at
an existing, baseline
level ( the "Historical
Baseline Costs").
ESA
Payment
Post-Retrofit
Actual Energy
Costs
2
During the term of the ESA, the building owner pays
the Partnership the equivalent of the Historical Baseline
Costs (or slightly lower rates as negotiated), which
reflects what energy service costs would have been
without retrofit. The costs incurred in retrofitting the
building are expected to be recovered from the
difference between the Historical Baseline Costs and
new energy service cost post-retrofit.
3
After the term of the ESA,
the building owner keeps
the equipment and benefits
from full energy service
cost reduction.
1 For illustrative purposes only. There can be no assurance that any
implementation of the ESA model will achieve any particular level of energy
service cost savings or any savings at all. In the
context of a particular project or transaction, the Partnership may modify
or simplify the typical ESA structure and may elect to structure such
project or transaction through a non-ESA or modified
ESA structure. By way of example, in the context of a smaller project, the
Partnership may elect to bill a building owner directly (i.e., rather than
receiving payment from the differential between the
building's historic payments and post-retrofit payments).
Deutsche Asset
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& Wealth Management
RREEF Retrofit Partners, L.P. For U.S. Person Clients of the U.S./Americas
Key Client Partners Desk Only
June 2014
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Typical Elements of a Retrofit Project
Retrofit projects involve replacing or upgrading an existing building's
energy
equipment and systems with new, more energy efficient, equipment and systems.
A typical retrofit includes four principal components:
Description
New Equipment
Repair, replace and/or upgrade key energy consuming
equipment that drives lower energy consumption for the
same output
Examples
H Heating, ventilation, and air-conditioning (HVAC)
upgrades
IIHigh efficiency boilers and furnaces
i
l
l High efficiency lighting
II
recovery devices
New Controls
A system applied to equipment that reduces energy
usage by ensuring equipment is only running when
needed
I Lighting sensors
I Variable speed drives on motors and pumps
I New building automation and HVAC controls
Integrated Design
An engineering approach that addresses the combined
impact of multiple replacements/upgrades of both
equipment and control systems
I Combining upgraded energy efficient equipment, air
sealing, moisture management, controlled ventilation,
insulation, and solar control
Active Energy
Management
Installation of software that continue to monitor and
manage the performance of the upgraded systems and
inform the relevant people when faults are identified
II
II
Detect/predict building faults
Identify further savings opportunities
IIReport on energy usage outside of contractual limits
Deutsche Asset
& Wealth Management
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RREEF Retrofit Partners, L.P. For U.S. Person Clients of the U.S./Americas
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Retrofit Finance Structures
The ESA-based strategy being pursued by the Partnership will compete
primarily with two existing models for retrofit projects: (i) building
owners who
do the retrofits on their own ("Do it Yourself" or "DIY"); and (ii) energy
service
companies or "ESCOs" which finance retrofit projects through third party
debtl
Retrofit Finance Structures
Traditional
Do it yourself (DIY)
Explanation
The building owner manages
all aspects of their own energy
efficiency project
Financing Source
Guarantee of Savings
Equity or third party debt
No
Energy Service Company (ESCO)
A third party is contracted to design,
build and source financing for all
aspects of an energy efficiency
project
Third party debt
Yes, but difficult to enforce. Owners
must oversee Measurement &
Verification ("M&V") to ensure they
are being paid for savings shortfalls
over full term of project.
Upfront Cost to Owner
Difficulty of Execution for Building
Owner
Ability for Tenanted Building Owner
to Capture Energy Savings
Full cost of retrofit
High
Possibly2
Full cost of retrofit, but typically 100%
financed from annual savings via
third party debt
Low
Possibly2
Emerging
Energy Service Agreement (ESA)
A third party funds the cost of
energy efficiency equipment and
then operates the equipment to
provide "energy services" to the
building
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Equity/Debt via third party
All risk borne by third party
None
Low
Possibly2
1 Another alternative is Property Assessed Clean Energy or "PACE," which is
an emerging structure in the marketplace for financing retrofit and clean
energy projects. The Partnership may compete
with PACE financing for project opportunities and, in certain cases, may use
PACE financing as part of an overall Partnership project. See Appendix F,
Note 8 for additional important information
regarding PACE financing alternatives. 2 This depends on specific lease
terms and definitions. In a typical triple net lease, the tenant realizes
the energy savings instead of the building owner. New
"green lease" and other lease provisions can address this split incentive.
Deutsche Asset
& Wealth Management
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Competition — ESCO Challenges
The Team believes that the ESCO industry has not achieved broad market
acceptance and significant business in the commercial office market for the
following reasons:
Scaling Challenge
1
Require upfront payment
Description
• ESCO typically requires upfront payment at commissioning of project in
advance of savings being realized
2
Often strong equipment preference
3
May not address full suite of energy
savings options
• Most large ESCOs have acquired OEMs and focus on positioning their own
equipment into projects. "Independent" ESCOs often have strong equipment
preferences
• Commercial office owners have not widely accepted the ESCO business
model given concerns that recommended projects may not address the full or
optimal suite of energy conservation measures for their buildings
4
Focus on external financing
• The ESCO model is heavily centered on the use of external capital and
firm's
are organized away from use of their own balance sheet capital to fund
projects
5
Potential high margins and limited price
transparency
• ESCOs have traditionally operated with significant markups embedded into
deals with limited transparency
• ESCO fees are typically "justified" as based on measurement and
verification
savings guarantees that can be difficult for the building owner to understand
and enforce
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RREEF Retrofit Partners, L.P. For U.S. Person Clients of the U.S./Americas
Key Client Partners Desk Only
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Competition — the ESA Advantage
The Team believes that the Partnership's core ESA strategy, although newer
and not
generally as well-known in the marketplace as the traditional DIY and ESCO
financing
models, offers property owners the following significant competitive
advantages to
completing retrofit projects compared to DIYs and ESCOs1
Traditional Finance Model Barriers to Acceptance
Potential ESA Solutions2
1
Unclear
benefits
Due to the complex engineering requirements
for deep retrofits, building owner does not
understand or have confidence in achieving the
savings
The ESA model shifts the risk of project savings performance
fully to the Partnership while creating "gain-sharing" guaranteed
income streams that will be divided between the building owner
and its tenants depending upon their specific lease terms and
ESA contract structure.
The "gain-sharing" value can take the form of a "lease payment"
for mechanical room usage, an upfront "access fee" for the right
to "mine out the energy efficiency" and/or a percentage
reduction in energy costs paid out.
2
Long and
complex
process
Building owner loses interest due to a complicated
9-12 month evaluation and sales cycle.
While sales cycle can still be lengthy for new adopters, it is possible to
eliminate complexity by transferring all engineering and project
completion risk away from owner to third party
3
Capital
constrained
Owner either does not have money to perform
themselves or chooses to allocate capital to other
priorities.
Require no upfront use of capital from building owner
-orNo
cash or debt origination requirement to building owner3
1 See also Note 1 on page 10 of this presentation.
2 ESAs are relatively new to the retrofit marketplace and are complicated
arrangements from accounting, tax and other perspectives. As such, there can
be no assurance that, notwithstanding the
potential solutions described above, the ESA will obtain the level of
marketplace acceptance over time needed to generate the volume of project
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opportunities the Partnership is targeting. In
particular, the ESA structure to be used has not been tested in the context
of commercial buildings with split incentive leases and therefore it is
unclear whether it will be accepted as an attractive
transaction structure by building owners in this sector.
3 New accounting regulation requires the debt to be shown as an on balance
sheet liability.
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& Wealth Management
RREEF Retrofit Partners, L.P. For U.S. Person Clients of the U.S./Americas
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ESA Structure
A typical ESA structure would operate as follows:1
Utility Services
A
Property Owner
Historical utility
payment minus
gain share
Project Control Account
"Lockbox"
B
Reduced utility
payment
Utility Company
Rent + energy use
payments
( A
Tenants
- B
) Project costs and returns
Energy services agreement
Capital and energy efficiency upgrades
Partnership/Energy
Efficiency Manager
For illustrative purposes only.
1 In the context of a particular project or transaction, the Partnership may
modify or simplify the typical ESA structure and terms described
above or may elect to structure such project or transaction through a non-
ESA or modified ESA structure. By way of example, in the context
of a smaller project, the Partnership may elect to bill a building owner
directly (i.e., rather than receiving payment from the differential
between the building's historic payments and post-retrofit payments). The
Partnership may also (i) undertake renewable energy and
cogeneration projects in buildings and other properties in which the
Partnership has an existing project and (ii) engage in other energy
efficiency projects or transactions, either through an ESA (or modified ESA)
structure or otherwise.
Deutsche Asset
& Wealth Management
Money flow
Services
Agreements
Capital
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03 The Market Opportunity
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The Energy Efficiency Retrofit Market
Studies indicate that in the U.S. alone, between $270bn and $520bn of capital
may be needed over the next six years to make buildings more energy
efficientl
Potential Investment Requirements: Approximately $520bn of potential project
activity through 20201
Industrial: $113bn
Residential: $229bn
Commercial: $125bn
Combined Heat and Power (CHP): $56bn (across all sectors/not broken out
below)
Potential Energy Savings: Approximately 9,100 trillion BTUs of related
savings through 20201
40%
of BTU savings
Industrial
24%
33%
3,650
Trillion
BTUs
Energy-intensive
industry
processes
43%
Energy support
systems
41%
3,160
Trillion
BTUs
10%
19%
Existing lowincome
homes
Existing non-low
income homes
25%
Government
buildings
Existing private
buildings
1 Source: DBCCA Research (an affiliate of Deutsche Bank), 2012; "Unlocking
energy efficiency in the U.S. economy", McKinsey & Co., July 2009. A
significant portion of these opportunities will not fit
the Partnership's strategy, may be taken up by competitors or may otherwise
be unavailable to the Partnership. The Partnership will fund new retrofit
projects over a four-to-five year "commitment
period," which is shorter than the six-year period covered by these studies
(which means that certain opportunities may arise after the date on which
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the Partnership may be permitted to pursue
them).
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19%
Non energyintensive
industry
processes
35%
of BTU savings
Residential
Lighting and
major appliances
11%
Electrical devices
and small
appliances
New homes
34%
2,290
Trillion
BTUs
16%
12%
13%
Office and noncommercial
equipment
New
private
buildings
25%
of BTU savings
Commercial
Community
infrastructure
EFTA01469315
RRP73 - Elysium
The Pool of Target Buildings
The Team believes there are a significant number of buildings in commercial
office, educational and other building types that could offer attractive
potential
retrofit projects of the type being targeted by the Partnership
Commercial Office Building Target Marketl,2
Commercial Office (25%)
Community
infrastructure
12%
34%
2,290
Trillion
BTUs
16%
25%
Government
buildings
Existing private
buildings
>500k sq.
ft.
34,000
buildings
8,000
buildings
Commercial Office Building "Sweet Spot":
20,000 buildings are greater than 200k sq.
ft. and are located in zones with significant
temperature variability
While all commercial office buildings above 100k sq. ft. are potentially
attractive retrofit
candidates, there are 20,000 buildings that are particularly attractive
being more than 200k sq.
ft. and located in geographic areas with significant temperature variability
1"Unlocking energy efficiency in the U.S. economy", McKinsey & Co., July
2009 ; 2 http://nces.ed.gov/fastfacts/display.asp?id=372; 3http://-
www.bls.gov/oco/cg/cgs036.htm;
4http://www.aha.org/research/rc/stat-studies/fast-facts.shtml 5 CoStar data,
2012. Data includes buildings located in certain specified markets, with a
construction date of 1960-2000, and greater than
200,000 sq. ft. Many of these opportunities may be unavailable to the
Partnership for a variety of reasons, including competition for
opportunities, suitability of the project and other reasons.
The Partnership's ability to source attractive retrofit project
opportunities in commercial buildings is likely to be impacted by (I)
whether a building has a favorable lease structure within its tenant base
(i.e., the leases permit the building owner to retain project gains) and
(II) if it does not, whether the Partnership can structure the ESA for such
building to address any "split incentive" issues
EFTA01469316
associated with the building leases.
Deutsche Asset
& Wealth Management
RREEF Retrofit Partners, L.P. For U.S. Person Clients of the U.S./Americas
Key Client Partners Desk Only
June 2014
Other target buildings
Hotels/Motels3
Hospitals4
Large multi-family5
Total other target buildings
>64,000
>5,700
>12,000
>81,000
13%
Office and noncommercial
equipment
New
private
buildings
200k sq.
ft. to 500k
sq. ft.
100k sq. ft. to
200k sq. ft
74,000
buildings
Additional Targets
Education buildings2
Universities
Public schools
Private schools
Total education buildings
5,000
98,800
33,300
136,500
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RRP73 - Elysium
Retrofits have the Potential to Create Jobs
The Team expects that retrofit projects will result in the employment of
skilled construction labor
National Job Creation Estimates)
I Several research studies estimate a large
potential national employment impact if
retrofits are pursued at scale in the United
States:
Political Economy Research
Institute: Employment Estimates for
Energy Efficiency Retrofits
• 48.6 million job years
I DBCCA/Rockefeller Foundation:
United States Building Energy
Efficiency Retrofits — Market Sizing
and Financing Models
• 3.3 million job years
Center for American Progress: A
Star Turn for Energy Efficiency Jobs
• 625,000 job years
McKinsey: Unlocking Energy
Efficiency in the U.S. Economy
• 600,000 to 900,000 job years
Potential Single Project Impact2
I A target retrofit project ranges from $3-5m of
cost
I Based on studies of retrofit employment impact,
the table below estimates the potential total
direct job days for a $3m project
Study
Center on Wisconsin
Strategy4
DB/Living Cities5
DBCCA/ Rockefeller
Foundation6
USGBC/Booz Allen7
Total direct
job days
9,534
6,810
4,767
681
Potential Job Creation Types3
EFTA01469318
I A retrofit project has the potential to create
a wide variety of jobs depending on the
project elements.
H For example, a retrofit project that
upgrades a building's HVAC, lighting and
associated controls would generally be
expected to create jobs in the following
categories:
Pipe Fitters and Plumbers
Electrical Workers
Engineers
Sheet Metal Workers
Carpenters
Painters
Heat and Frost Insulators
Asbestos Workers
Plasterers
Cement Masons
Roofers and Water proofers
1 These estimates are based on the job-creating potential of retrofit
projects across a very large number of projects completed over a number of
years on a national scale. Given the wide range of
estimated job creation set forth in the table above, it is very difficult to
predict what the overall level of job creation would be for retrofit
projects generally (i.e. projects undertaken by the Partnership,
as well as all other retrofit projects completed in the marketplace). In
addition, the number of jobs generated by the Partnership's projects would
represent a very small portion of this overall national
number. Although the Team believes that the Partnership's strategy, if
successfully implemented, could contribute to overall marketplace momentum
for retrofit projects generally, and therefore the
potential for job creation beyond the jobs created by the Partnership's
projects, there can be no assurance that this will be the case.
2 This information is provided for illustrative purposes only. Although the
Team believes that retrofit projects will result in some level of job
creation, there can be no assurance of the number of jobs
(or job day/years) that will be created in connection with any particular
project or projects generally. In evaluating and structuring each project,
the Partnership will focus exclusively on the return
EFTA01469319
aspects of the project and not the project's ability to generate jobs. For
example, if a particular project could be structured in two alternative
ways, one that generated a higher return and resulted in
less carbon reduction, and another that generated a lower return but
resulted in more job creation, the Partnership would pursue the former and
not the latter structure. See also footnotes 2 and 3 in
Appendix F.
3 There can be no assurance that a particular project (or projects
generally) will generate a particular category of jobs.
4 Center on Wisconsin Strategy, Seizing The Opportunity (For Climate, Jobs,
And Equity) In Building Energy Efficiency, November 2007.
5 DB Living Cities, The Benefits of Energy Efficiency in Multi-Family
Affordable Housing, January 2012.
6 DBCCA Research and Rockefeller Foundation, United States Building Energy
Efficiency Retrofits — Market Sizing and Financing Models, March 2012.
7 U.S. Green Building Council (USGBC) and Booz Allen Hamilton, Green Jobs
Study, November 2009.
Deutsche Asset
& Wealth Management
RREEF Retrofit Partners, L.P. For U.S. Person Clients of the U.S./Americas
Key Client Partners Desk Only
June 2014
EFTA01469320
RRP73 - Elysium
Retrofits have the Potential to Reduce Carbon
Retrofits are expected to result in some level of reduction in greenhouse gas
emissions related to retrofitted buildings
Expected project level savings
• Annual savings expected to range from
3,100 — 4,200 tons of CO2 saved per
year depending on energy intensity of
building and asset class typel
Expected Partnership lifecycle savings
• Over the full operational life of the
Partnership , cumulative savings of
approximately 3.3 million tons of CO2
are expected to be saved2
The expected lifetime emissions savings of the Partnership are equivalent to
the following impacts, assuming cumulative savings
over the term of the Partnership of approximately 3.3 million tons of CO2:
Expected Lifetime Partnership savings are equal to:3
Trees Planted
Home Electricity Use
Barrels of Oil
Cars
I Planting 85 million new trees and letting them grow for
ten years
IIEliminating 490,000 homes' electricity use for one year
I Preventing the burning of 7.7 million barrels of oil
IITaking 693,000 cars off the road for one year
Which is equivalent to:
I Almost three times the number of trees as there are
Christmas trees used annually in the United States4
I Taking all of the houses in the cities of Boston and
Atlanta off the electric grid for one year5
H Total US oil production per day6
H Removing more than the total number of all of the
taxi cabs in the United States for one year7
1 DOE CBECS 2003, Team analysis; Annual savings calculated on a per-project
basis assuming a project size of between $2 and $5 million and a project
profile generally consistent with the type of
project being targeted by the Partnership; 2 DOE CBECS 2003, Team analysis;
Based on the Partnership having completed $325 million of projects (funded
capital plus leverage) of the type referred
in Note 1 and managing such projects over the term of 10-year ESAs; 3 US EPA
greenhouse gas calculator: http://www.epa.gov/cleanenergy/energy-resources/-
refs.html; 4
EFTA01469321
http://www.flchristmastrees.com/treefacts/index.htm; 5 http://-
quickfacts.census.gov/qfd/states/25/2507000.html and http://-
quickfacts.census.gov/qfd/states/13/1304000.html; 6
http://www.bloomberg.com/news/2013-03-13/u-s-oil-output-rises-to-highest-
level-since-july-1992.html; 7
http://www.census.gov/newsroom/releases/archives/-
facts for features_special_editions/cb10-ffl5.html
Note: Although the Team believes that retrofit projects will result in some
level of carbon reduction, there can be no assurance regarding the amount of
carbon reduction that will result from a
particular project or the projects as a whole.
Deutsche Asset
& Wealth Management
RREEF Retrofit Partners, L.P. For U.S. Person Clients of the U.S./Americas
Key Client Partners Desk Only
June 2014
In evaluating and structuring each project, the Partnership will focus
exclusively on the return aspects of the project and not the project's
ability to reduce
carbon. For example, if a particular project could be structured in two
alternative ways, one that generated a higher return and resulted in less
carbon reduction, and another that generated a lower
return but resulted in more carbon reduction, the Partnership would pursue
the former and not the latter structure.
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04 Project Management Process
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Project Targeting — Illustrative Project Criteria
In sourcing and evaluating potential project opportunities, the Partnership
will
focus on the project's return profile and some or all of the following
criteria:
Target
Characteristics
1
2
3
4
5
6
7
Geographic
Location
Building
Sector
Owner Profile
Project Profile
Project type
Illustrative Criterial
• Dense urban environments offering relative ease of install and follow-on
sales
• Energy markets and utilities provide substantial financial incentives for
demand savings
• Regulations have resulted in mandated energy efficiency, fuel conversion
or disclosure requirements
• Focus on the United States and Canada
• Local climates with high amount of variability (e.g. hot summers and cold
winters)
• Utility regions with blended electricity costs over $0.10/kWh
•
Ideally buildings larger than 300k square feet
• Annual pre-project utility expenses of at least $1.2m
• Contains large, end-of-life equipment for a simpler and higher cost
retrofit
• Commercial buildings, including office and retail
• Municipal, Universities, Schools and Hospitals (MUSH)
• Large multi-family residential, especially with central equipment and fuel
conversions
• Owners with future portfolio sales opportunities, such as real estate
funds and retail companies
• Limited access to or desire to use capital, providing demand for 3rd party
financing
• Lack of energy efficiency expertise
• $2 - $5m in total project cost2
• Target 25% energy savings over existing energy usage
• Typical project has 5 year simple payback with a 10 year ESA contract
• Projects will target the machine room such as HVAC and deemphasize multi-
EFTA01469324
tenant space where possible
• Associated controls to maximize the savings on new, efficiency equipment
• Additional upgrades to maximize returns as needed
1 The project selection criteria listed above are provided for illustrative
purposes only. The Partnership may pursue projects that do not meet certain
of the criteria above if it determines the project
would otherwise meet the Partnership's return and other objectives.
2 The Partnership may pursue projects that are less than $2 million or more
than $5 million in size. The Partnership may pursue a limited number of
larger projects, up to $25 million in project size
(subject to the per-project concentration limits set forth in the
Partnership's definitive documents).
Deutsche Asset
& Wealth Management
RREEF Retrofit Partners, L.P. For U.S. Person Clients of the U.S./Americas
Key Client Partners Desk Only
June 2014
EFTA01469325
RRP73 - Elysium
Project Targeting — Origination Partners
The Partnership will seek to develop a broad range of "origination partner"
relationships to source a pipeline of attractive project opportunities)
Originator Type
Real Estate Facility Management Firms
Companies that provide real estate servicing to large, multi-property firms;
typically do not have the
capability or focus to compete for energy efficiency deal execution and
financing
Project Developers
Independent firms that generate revenue from designing an energy efficiency
retrofit solution for a client, but
do not have the capability to finance the deal
Original Equipment Manufacturers (OEMs)
Suppliers of energy efficiency equipment do not always have the optimal
model or capacity to finance the
sale and often looking for a financing partner in exchange for selling their
equipment
Independent Consultants
These consultants are common in the energy efficiency retrofit industry and
are relied upon heavily to help
owners evaluate retrofit options
Other Firms
A range of other firms, from engineering to opportunistic sales firms would
be willing to operate in this space
for sales commissions or being awarded related work
Origination Focus
Large Commercial Office
Multi-Building Owners
Large Commercial Office, MUSH
Market, Large Multi-Family
Residential, Industrial
All Types
MUSH Market, Single Building
Owners
All Types
1 Potential origination partners are third parties who will be under no
contractual obligation to refer projects to the Partnership, and as such,
there can be no assurance that they will actually refer
potential projects to the Partnership. The expectation is that such
origination partners will be compensated for project referrals and such
costs will be treated as a project expense.
Deutsche Asset
& Wealth Management
RREEF Retrofit Partners, L.P. For U.S. Person Clients of the U.S./Americas
Key Client Partners Desk Only
June 2014
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RRP73 - Elysium
Project Management Process Overview
The Partnership expects to source, develop, build and manage projects by
using experienced,
high quality service providers who will be supervised by the Team at all
stages1,2
Building Pre-profiling
Project Engineering
and Development
- Go/no-go
- Letter of intent signed
I 3rd party firms identify attractive
project opportunities
I Standardized information
gathering to vet projects
ll Broad network of referral
services
- Facility managers
- Consultants
- Equipment manufacturers
Paid only for completed projects
Define screening criteria
Review proposals
Select projects to progress
Negotiate ESA letter of intent
Define underwriting criteria
Review interim milestones and
authorize expenditures
IINegotiate ESA contract
IIPropose deals for Project
Committee approval
Ongoing Active
Construction
Energy Management
and Invoicing
Project Committee Approval
ESA signed
Gross Max Price construction contract signed
I Baseline energy audit
EFTA01469327
I Engineering design (multi-step)
and pricing
I ESA financial modeling
I Building owner alignment
I Limited roster of experienced
developers
I 3rd party engineering assurance
partner
Project close out
I Competitively bid trades
I Award contracts
I Project construction
I Project commissioning and close
out
I Single construction manager
oversees all trades and work
IIGuaranteed max price contracts
I Owner's representative agent
coordinates project specific
items
I Review/action reports on
schedule, costs, and risks
I Authorize payments
I Manage change requests and
owner concerns
IIApprove commissioning
milestones and project close out
Formal control points
1 As referred to elsewhere in this presentation, the Team expects to
contract with various third parties for purposes of providing sourcing,
audit, engineering, design, commissioning, construction,
installation, energy usage measurement and monitoring, and invoicing
services to projects. Although the Partnership has identified likely third -
party service providers it intends to retain to provide
these services, there can be no assurance that these service providers will
be available to the Partnership at a reasonable cost and/or for the term of
EFTA01469328
the Partnership or that, if a particular service
provider is not available for a particular project or is deemed not to be
qualified for a particular project, adequate alternative service providers
will be available at a reasonable cost.
2 Although the Partnership expects to apply these processes with respect to
each of its projects, it may adjust, simplify, tailor or eliminate certain
aspects of these processes in the context of particular
projects based on project risk, complexity and cumulative Team experience.
Deutsche Asset
& Wealth Management
RREEF Retrofit Partners, L.P. For U.S. Person Clients of the U.S./Americas
Key Client Partners Desk Only
June 2014
I Building energy performance
monitored and adjusted
Monthly invoices adjusted as per
contract
Payment management
Customer care as required
I Software-as-a-service strategic
partner for AEM
Invoicing and utility bill
management partner
I Lockbox cost management
partner
Establish requirements
Review/manage performance at
property and portfolio levels
I Identify opportunities to increase
savings
Team role
Supply chain
role
Description
EFTA01469329
RRP73 - Elysium
Project Management: Active Energy Management (AEM)
The Partnership plans to retain one or more experienced AEM firms to monitor
and
maximize achieved energy savings as well as identify new energy savings with
respect to each projectl
Retrofit without AEM
AEM function
Purpose
I Ensure that savings
achieved during energy
Continuous
commissioning
efficiency retrofit don't
"drift" from design using
continuous monitoring
software connected to
the building management
system
Fault detection
I Ensure equipment is
operating as expected
Opportunity
identification
I Identify if changes or
new measures could
yield additional savings
Customer
invoicing
I Ensure the customer is
invoiced appropriately for
their ESA bill
Example activities
Pre-Retrofit Utility Bills
I Continuous monitoring
of controls to ensure
optimal settings
II "Learn" when
improvements to current
controls can be applied
I Electronically "watch" for
signs that equipment is
broken or has been
tampered with
EFTA01469330
I Re-model the building
with new potential
equipment and controls
in search for savings
I Calculate the "baseline"
invoice and adjust for
weather and occupancy
I Calculate additional
usage charges for usage
outside of the agreed
baseline
Retrofit
Maximized
Return
Time
1 The Partnership expects to retain the services of one or more AEM firms to
provide these services, although no firm is currently under contract to do
so. The expectation is that the AEM firm will be
compensated for AEM project services and such costs will be treated as a
project expense.
Deutsche Asset
& Wealth Management
RREEF Retrofit Partners, L.P. For U.S. Person Clients of the U.S./Americas
Key Client Partners Desk Only
June 2014
Retrofit
"Drift"
Time
Retrofit with AEM
Pre-Retrofit Utility Bills
Savings
Utility Bills
Utility Bills
EFTA01469331
RRP73 - Elysium
Return Generation
The Partnership will seek to produce attractive, risk-adjusted returns by
pursuing projects that meet its return profile and related criteria and by
applying the following tools:1
Value proposition
Scale Synergies
1
2
Rebate and
Incentive
Management
3
Procurement
Discounting
4
Project
Diversification
Real Estate
Management
Expertise
Description
I By sourcing a significant volume of projects, the
Team believes the Partnership can attract
experienced service providers to deliver high-quality
services.
I The volume of projects allows the Partnership to
become highly experienced at "harvesting" all
available utility and tax rebates.
H Deutsche Bank's e-Auctioning platform can be used
to standardize and scale procurement of products
and services.
I Due to the volume of projects (60-120 expected),
the Partnership has limited one-off project-level
risks.
H DB Platform's deep expertise in real estate and
infrastructure management gives market comfort to
an emerging market segment.
Potential Return Benefits
I Savings on transaction costs, such as legal
and accounting costs
I High quality and predictable execution
I Additional harvested utility rebates
EFTA01469332
I Cost efficiencies from procurement
discounts
I Less risk of a single project adversely
impacting overall returns2
H Increased project origination due to
credibility with building owners
1 There can be no assurance that the Partnership will achieve any particular
rate of return or any return at all.
2 Although the Partnership may consider other diversification factors in
evaluating potential projects, including geographic and building owner
concentration, it will evaluate these other factors in the
context of the overall risk-adjusted return profile of a particular project
or group of projects. Accordingly, it is possible that projects could be
concentrated in a particular geographic area or with a
particular building owner and, as such, returns to Limited Partners could be
adversely affected by such concentration.
Deutsche Asset
& Wealth Management
RREEF Retrofit Partners, L.P. For U.S. Person Clients of the U.S./Americas
Key Client Partners Desk Only
June 2014
28
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RRP73 - Elysium
05 Overview of Team and Experience
EFTA01469334
RRP73 - Elysium
Energy Efficiency Retrofit Team
The Team is based in New York and will lead the implementation of the
Partnership's strategy.
Jeff Baer
Energy
Retrofit
Teaml
Ron Herbst
Product Specialist
6 26
Team Head & Lead Portfolio Manager
15 27
Brad Wollmer
Portfolio Manager
3 11
Andy Goldstrom
Portfolio Manager
4 25
Jake Baker
Transaction Manager
6
7
The Team will benefit from the broader DB Platform, where senior leaders
average 13 years with the firm and
23 years total experiencel
Global Head of Alternatives and Real Assets
Pierre Cherki
16 18
Head of Real Estate, Americas
Todd Henderson
DeAWM
Americas
Real
Estate
Platform
Marc Feliciano
CIO/Portfolio Mgt.
9 21
Tim Ellsworth
Transactions
16 31
Al Diaz
Asset Management
19 29
Portfolio
Asset Management
62 employees
Management
45 employees
Research &
EFTA01469335
Strategy
11 employees
10 22
Mike Nigro
Value Add/
Development
9 17
U.S. Real Estate Investment Functions and Resources
Transactions
15 employees
Global Client
Group
26 employees
1 Total professional experience is not limited to advising on energy
retrofits but includes broader real estate, process standardization,
purchasing and other
core advisory activities that the Team believes are relevant to the strategy.
As of December 31, 2013
Deutsche Asset
& Wealth Management
Fund
Finance
34 employees
Central
Functions
26 employees
Years with Firm #
Total Years of Experience #
RREEF Retrofit Partners, L.P. For U.S. Person Clients of the U.S./Americas
Key Client Partners Desk Only
June 2014
Laura Gaylord
Global Client Group
11 29
Aimee Samford
COO
15 20
EFTA01469336
RRP73 - Elysium
Team Experience
Certain Team members have advised Deutsche Bank with respect to over
800 non-ESA energy efficiency retrofit projects involving more than 175
Deutsche Bank-occupied buildingsl
Project Type2
Description
Boiler Plant Improvements
Chiller Plant Improvements
Heating, Ventilation, and Air
Conditioning (HVAC)
Chilled Water, Hot Water, and
Steam Distribution Systems
Electric Motors and Drives
Lighting Improvements
Renewable Energy
Water
Energy Cost Reduction Through
Rate Adjustments
Retro Commissioning
Replacement of existing boilers with high efficiency units.
replacements.
Includes boiler plant pumping, piping, as well as controls retrofits and
Chiller retrofits or replacements. Includes chiller plant pumping, piping,
as well as controls retrofits and replacements.
Comprehensive package of air conditioning and heat pump unit replacement.
Addressed elements can include HVAC damper repair
and replacement; cooling tower retrofits or replacements; outside air
economizers; air-to-air heat recovery; and variable air volume
retrofits.
Repair and replacement of hot water, chilled water and steam distribution
systems.
Building Automation Systems Upgrade or replacement of existing building
automation system and install additional HVAC controls.
Motor replacement with high efficiency units and variable speed motors or
drives replacements.
Interior and exterior lighting retrofits and replacements, occupancy sensor
controls, LED retrofits, and day lighting controls.
Building Envelope Improvements Building insulation, weatherization, window
replacements, reflective solar window tinting, cool roofs.
Installation of solar hot water and photovoltaic units.
Energy and Utility Distribution
Systems
Transformer or power distribution unit replacement and associated power
factor correction.
Low-flow faucets and showerheads, low-flow plumbing equipment, cooling tower
and boiler make-up water controls, grey water and
rainwater recovery.
Utility rate and tariff optimization combined with historical bill and meter
auditing.
Optimize re-commissioning schedules, set-points, and process controls. Test
EFTA01469337
and repair control devices. Introduced monitored or
enhanced commissioning.
Advanced Metering Systems Meter and report tenant energy consumption. Add
meters to ensure tenant billing accuracy.
Appliance/Plug-Load Reductions Replace refrigeration and kitchen appliances,
vending machine controls, plug timers and controls with Energy Start
products.
Green building refurbishments, demand response programs, other.
Total:
Other
# of Completed
Projects3
4
17
40
7
18
9
213
4
5
13
57
5
351
2
17
69
831
1 The Team believes this prior retrofit experience, although different in
certain important respects from the type of projects being targeted by the
Partnership, is relevant in evaluating the Team's
overall level of experience in the retrofit market. Team members
collaborated with, and were assisted by, certain employees of Deutsche Bank
affiliates and certain third parties in completing these
projects. See Appendix F, Note 8 for additional important information.
2 Based on U.S. Department of Energy, Federal Energy Management Program
(FEMP) project categories.
3 Team members were also involved in an additional 229 projects not included
in the table above because the Team concluded they did not invoke certain
key elements associated with the
Partnership's retrofit strategy. These projects include new building fit-
outs, real estate consolidations, data center optimization, desktop
technology deployment, managed print services, coffee
/water appliance upgrades, and TV/monitor upgrades. Covers 2009 — 2012 time
period. Does not include projects still in process or not yet validated as
of year-end 2012.
Deutsche Asset
& Wealth Management
RREEF Retrofit Partners, L.P. For U.S. Person Clients of the U.S./Americas
Key Client Partners Desk Only
EFTA01469338
June 2014
EFTA01469339
RRP73 - Elysium
Awards
Deutsche Bank has been widely recognized across the industry for its building
energy efficiency leadership and its accomplishments in connection with
retrofit projects in Deutsche Bank-occupied real estate
Selection of awards:
Inaugural winner of the International Leadership Award at Greenbuild 2011.
Best Green Intelligent Buildings Award, International Green Awards 2011.
I Silver, Best Environmental Initiative, Asian Banking and Finance Retail
Banking Awards 2011.
I The All-Rounder prize at the EBie Awards, presented by the Urban Green
Council 2012.
1 32 LEED certifications (23 Gold and Platinum level).
Note: The core ESA strategy being pursued by the Partnership was not applied
in connection with these Deutsche Bank-occupied building retrofits.
As of June 2013.
Deutsche Asset
& Wealth Management
RREEF Retrofit Partners, L.P. For U.S. Person Clients of the U.S./Americas
Key Client Partners Desk Only
June 2014
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06 Summary of Key Partnership Terms
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RRP73 - Elysium
Summary of Key Partnership Termsl
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:
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 LLC, 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.
Primarily 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%; carried interest distributions will be made on an "annual pool" 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.
2.0% per annum of aggregate capital commitments, payable quarterly in
advance, stepping down after the "stepdown date" (i.e., the earlier of the
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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.
Organizational Expenses: Reimbursable up to $1.5 million.
1 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.
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07 Appendices
A. Biographies
B. Case Studies
C. Responsible Contractor Program
D. Sample Job Creation and CO2 Reduction Reports
E. Potential Building Ratings Benefits
F. New Building CO2 Comparison
G. Additional Notes and Other Important Information
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Appendix A: Team Biographies
Jeff Baer, Managing Director
Mr. Baer is responsible for managing all elements of the firm's energy
retrofit strategy. Mr. Baer was most recently the Head of Global Logistics
Services
where he was responsible for Deutsche Bank's Corporate Source-to-Pay,
Travel, Sustainability and Corporate Real Estate activities. In this role,
he had
reengineered and outsourced core elements of the sourcing, technology and
associated processes for managing the Bank's third party vendor spend in
excess of $9 billion. In addition, Mr. Baer was responsible for optimizing
and servicing the Bank's global real estate portfolio which houses some
100,000
staff in approximately 4,000 buildings across 73 countries globally.
In both roles, Mr. Baer was leading Deutsche Bank's overall sustainability
strategy for buildings and internal carbon transformation program. Mr. Baer
has
held a variety of executive positions within Deutsche Bank including Global
Co-Head of Investment Banking IT Infrastructure, CIO Americas, and
Integration
Executive for the Bankers Trust merger. Most recently Mr. Baer completed the
construction, brand launch and company stand-up of The Cosmopolitan of
Las Vegas, a Deutsche Bank subsidiary, of which Mr. Baer is a Board member.
Mr. Baer chaired the Global Real Estate Committee, served on the Group
Operating Committee, IT & Operations Committee, Environmental Steering
Committee, Global Technology & Operations Executive Committee, and Americas
Community Reinvestment Committee for Deutsche Bank. Mr. Baer was also on the
Leadership Council for the Corporate EcoForum and as of January 2014
serves on the Board of Directors for the US Green Building Council.
Prior to joining Deutsche Bank, Mr. Baer was a Partner with Mitchell Madison
Group where he worked as a strategic management consultant for seven years.
He was also an off-floor commodities futures trader for several small
investment firms after graduating from college.
Mr. Baer received his BS degree in Computer Science and Economics with Magna
Cum Laude distinction from Duke University and an MBA in Finance and
International Business with honors from Columbia University.
Ron Herbst, Director
Mr. Herbst is responsible for the design and technical delivery of the
Team's industrialized energy efficiency retrofit strategy. Most recently,
Mr. Herbst was
the Global Head of Energy & Sustainability for Deutsche Bank Global Logistic
Services since January 2008. He was accountable for Eco Operations at
Deutsche Bank, including the delivery of their carbon neutral commitment.
Mr. Herbst currently chairs the Deutsche Bank Eco Operations Committee and
serves as Deutsche Bank's Chief Technical Advisor on building energy
efficiency. He is also one of the managers of Global Climate Partnership
Fund, which
is a fund managed by an affiliate of Deutsche Bank. Mr. Herbst has over 25
years of experience in managing engineering services, construction, and
corporate energy & sustainability programs. Prior to joining Deutsche Bank,
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Mr. Herbst was Managing Director of Energy & Sustainability for CB Richard
Ellis. Before this, he spent three years as the Vice President of Energy
Services for Abacus Engineered Services and twelve years with the EMCOR
Group.
Mr. Herbst has overseen engineering, construction, and performance assurance
of over $1 billion of energy projects in the course of his career. Mr.
Herbst's
project experience includes hospitals, research facilities, university &
colleges, K-12 schools, prisons, military bases, pharmaceutical and
industrial facilities,
commercial real estate, and cogeneration power plants.
Mr. Herbst has a BA degree in Physics and Environmental Design from
University of California Santa Cruz, and did Master's work in Applied Solar
Energy at
Trinity University. He is a licensed Mechanical Engineer and LEED
accredited. Mr. Herbst is actively involved in publishing and speaking
engagements in
the fields of building energy design, advanced control systems, and the
"greening" of Real Estate Management and Investments. He is an expert in the
field
of data and technical standards for underwriting energy efficiency
investments in buildings. Mr. Herbst was one of the principal authors of the
World
Economic Forum report "Catalysing Retrofit Finance and Investing in
Commercial Real Estate". He is a charter member of the Greenprint
Foundation, the
investor led energy and carbon performance rating system, where he has
chaired the Performance Management Committee since its inception. As a direct
result of Mr. Herbst's work for Deutsche Bank, the Bank was recognized by
the U.S. Green Building Council with the International Leadership award in
2011.
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Appendix A: Team Biographies (continued)
Brad Wollmer, Director
Mr. Wollmer is responsible for ongoing portfolio management and development.
Mr. Wollmer joined Deutsche Bank in 2011 as the Global Lead of Asset
Development and Sustainability, where he helped manage real estate
investment assets on the bank's balance sheet and supported the bank's energy
efficiency investment funds.
In his role, Mr. Wollmer was responsible for support of the Global Climate
Partnership Fund and the European Energy Efficiency Fund, both of which are
managed by Deutsche Bank's Asset Management group that combined constitute
over $515 million and underwrite energy efficiency investments in over 45
countries. Mr. Wollmer also designed and developed CarbonCurve, Deutsche
Bank's online energy measurement and verification tool. CarbonCurve is used
to accurately evaluate the savings from an energy efficiency retrofit, and
then helps manage and report on those investments at scale. CarbonCurve is
now
also used to measure and track investments for the Global Climate
Partnership Fund, the European Energy Efficiency Fund, and internal Deutsche
Bank
energy efficiency retrofits world-wide.
Mr. Wollmer joined Deutsche Bank with 9 years of experience covering real
estate acquisitions, real estate asset management, fund structuring and
corporate
strategy. He has deal experience across Europe, North America and India, and
he has experience working in 14 countries. Prior to joining Deutsche Bank,
Mr. Wollmer did acquisitions and fund structuring for London-based Forest
City International, a $10 billion real estate development firm. Prior to
Forest City,
he did acquisitions and M&A for Orchard Supply Hardware and corporate
strategy for Williams-Sonoma, Inc. Mr. Wollmer started his career with Ernst
Young as an auditor.
Mr. Wollmer has a BA degree in Business Administration with Cum Laude
distinction from Santa Clara University. He also has an MBA from the Tuck
School
of Business at Dartmouth College. At Tuck, Mr. Wollmer focused on real
estate and was a research fellow in the Center for Private Equity and
Entrepreneurship and a research associate for the Tuck Real Estate
Department.
Andy Goldstrom, Director
Mr. Goldstrom is responsible for project origination and building owner
account management for the firm's energy retrofit strategy. Mr. Goldstrom
joined
Deutsche Bank in 2010 as a Director with the Corporate Real Estate Services
group, where he was responsible for global execution industrialization across
the Bank's corporate real estate function, including development of
processes and criteria to select the most sustainable locations,
incorporating progressive
green lease language. In 2012, Mr. Goldstrom was appointed Global Head of
Transaction Management, where he implemented and oversaw the regional
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real estate teams' transaction execution for the 4,000 location portfolio,
representing more than $1.8 billion in annual expenditures.
Prior to joining Deutsche Bank, Mr. Goldstrom worked at GTE from 1991 to
1995, where he was responsible for asset and financial management of the
firm's
real estate holdings. Thereafter, from 1995 to 2005, he worked at United
Systems Integrators (USI), a corporate real estate services firm that
provided
transaction management, design and construction, lease administration and
legal document review for numerous Fortune 1000 clients. Mr. Goldstrom was a
senior partner at USI, responsible for the firm's seven-state Southeast
Division. USI was sold to Johnson Controls in 2005, and Mr. Goldstrom became
responsible for facility management services. In 2008, Mr. Goldstrom joined
International Environmental Management (IEM), a national waste recycler
serving real estate firms, where he served as President and led the firm's
process improvement and revenue growth. IEM was sold to Waste Management in
2010
Mr. Goldstrom earned a BS in Management Information Systems and an MBA in
Finance and Real Estate from the University of Connecticut.
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Appendix A: Senior Advisors Biographies
Pierre Cherki, Head of Alternatives and Real Assets
Mr. Cherki is a Managing Director and Head of the Alternatives and Real
Assets platform of Deutsche Asset & Wealth Management.
Mr. Cherki is responsible for the management and strategic direction of the
global real estate, infrastructure and commodities investment businesses,
with a
total AUM of $69.9 billion as of December 31, 2012 across 21 offices
globally.
Prior to his appointment as Head of Alternatives and Real Assets, Mr. Cherki
was the global head of the real estate investment business (formerly RREEF
Real Estate), responsible for managing more than €40 billion of assets under
management. Since joining the firm in 1997 (then Banker's Trust, acquired by
Deutsche Bank in 1998), Mr. Cherki was previously responsible for the
development of RREEF Real Estate's business in Central and Eastern Europe.
Mr. Cherki graduated from Tel Aviv University with a BA in Management and
Economics and holds an MBA from the Kellogg School of Management of
Northwestern University.
W. Todd Henderson, Head of Real Estate, Americas
Mr. Henderson is a Managing Director and Head of Real Estate, Americas for
Deutsche Asset & Wealth Management's Alternatives and Real Assets
platform, based in New York.
In this capacity, Mr. Henderson is responsible for all facets of the direct
real estate investment management business in the Americas and also serves
on the
Alternatives and Real Assets Executive Committee. Prior to assuming his
current role, Mr. Henderson was the Chief Investment Officer for the
Americas real
estate investment business and was responsible for directing the investment
strategy. In his capacity as CIO, he served as Chairman of the Americas
Investment Committee, and served on the Americas Leadership Committee. From
June 2007-March 2009, Mr. Henderson was responsible for Deutsche
Bank's Value-Added and Development group where he directed a 16-person team
managing a $4.5 billion portfolio for multiple clients. While in this role,
he
formulated the strategy for restructuring the portfolio and the group in
response to the global financial crisis.
Mr. Henderson joined Deutsche Bank in July 2003 as a Managing Director on
the real estate transactions team. Prior to joining Deutsche Bank, Mr.
Henderson was a Director of Acquisitions for The J.E. Robert Company in
Washington, D.C., where he was involved in the sourcing, executing and
financing
of over $6 billion of real estate transactions. He began his career at First
Gibraltar Bank in 1991 in the "bad bank," restructuring and disposing of
nonperforming real estate loans on behalf of the bank and the Resolution
Trust Company (RTC)
Mr. Henderson holds a BA from the University of North Texas and an MBA from
The Wharton School, University of Pennsylvania.
Deutsche Asset
& Wealth Management
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Appendix A: Project Review Committee Biographies
Pierre Cherki, Head of Alternatives and Real Assets
See prior pages.
W. Todd Henderson, Head of Real Estate, Americas
See prior pages.
Jeff Baer, Energy Retrofit Team Head & Lead Portfolio Manager
See prior pages.
James N. Carbone, Head of Retail Products, Americas
Mr. Carbone is currently a Managing Director and Head of Real Estate Retail
Products,
Americas.
In that role, Mr. Carbone has responsibility for growing retail real estate
offerings in
the Americas, including a non- traded REIT and a hybrid real estate fund
primarily targeting the
defined contribution market. Mr. Carbone began his career in commercial real
estate in 1979,
gaining experience in the management, brokerage, development, and
disposition/acquisition of
commercial real estate. He joined RREEF Real Estate in April of 1995 after
15 years of industry
experience, with responsibility for transactions in the western United
States.
In December of
1997, Mr. Carbone was named partner and in 1998 became a member of RREEF
Real Estate's
Investment Committee. During Mr. Carbone's tenure in the acquisition group,
he managed or
oversaw in excess of $12.6 billion of transactions encompassing over 114.4
million square feet,
while also serving as the firm's office property type specialist. In 2007,
Mr. Carbone assumed
the role of leading the Strategic Mergers and Acquisitions Group with
responsibility for both
growing assets under management and expanding the firm's business platform,
and in 2008,
Mr. Carbone assumed additional responsibilities and was named Head of Global
Business
Development for RREEF Alternative Investments, a position he held until
being named Head of
Retail Products in 2012. Mr. Carbone remains a member of RREEF's Americas
Management
and Investment Committees. Mr. Carbone is affiliated with numerous industry
groups, including
ULI and NAIOP, and is a past member of the Board of Directors of Goodwill
Industries, San
Francisco Chapter. Mr. Carbone graduated Cum Laude from the University of
California, Davis
with a BA in economics.
Al Diaz, Head of Real Estate Asset Management, Americas
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Mr. Diaz is a Managing Director and Head of Real Estate Asset Management in
the Americas
for Deutsche Asset & Wealth Management's Alternatives and Real Assets
platform, based in
Chicago. In this role, Mr. Diaz is responsible for all facets of the real
estate asset management
business in the Americas, including oversight of all third party property
management. Mr. Diaz
also serves on the Americas Investment Committee as the Retail Specialist
Mr. Diaz joined
Deutsche Bank in 1994 and assumed increasing responsibilities in the retail
real estate asset
management group, including District Manager, Regional Manager and National
Head of Retail
Asset Management. Prior to joining Deutsche Bank, Mr. Diaz, a 25-year
shopping center
industry veteran, was with The Balcor Company, the real estate subsidiary of
American Express
Company from 1987 to 1994. While at Balcor, he served as Vice President in
Balcor
Development Company, developing valued-added shopping centers, and as Senior
Vice
President - Shopping Centers in Balcor Property Management Company, where he
was
responsible for 8 million square feet of retail space. Mr. Diaz is a
licensed real estate broker in
the state of Florida and was awarded the Senior Certified Leasing Specialist
designation by the
International Council of Shopping Centers (ICSC). Mr. Diaz earned a BA
degree in International
Relations from Indiana University.
Timothy Ellsworth, Head of Transactions, Americas
Mr. Ellsworth is a Managing Director and Head of Real Estate Transactions,
Americas for
Deutsche Asset & Wealth Management's Alternatives and Real Assets platform,
based in
Chicago. In this capacity, he is responsible for oversight of acquisitions,
dispositions and capital
markets activity in North America. He joined Deutsche Bank in April 1998
after 15 years of
experience in real estate finance, acquisitions and portfolio management.
Prior to his current
role, Mr. Ellsworth lead the firm's portfolio management team in the
Americas overseeing
commingled funds and separate accounts. He also serves on the Americas
Investment and
Leadership Committees. Prior to joining Deutsche Bank, he was Regional Vice
President of
Acquisitions for Cornerstone Real Estate Advisors.
In this capacity, Mr. Ellsworth was
responsible for the acquisition and development of commercial property in
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the Midwestern
United States. Before joining Cornerstone, Mr. Ellsworth spent seven years
at General Electric
Capital where he specialized in debt and equity finance, asset management,
and investment
sales. He is currently active in ULI, NAIOP and NAREIM. Mr. Ellsworth holds
a BS degree in
Finance from Indiana University.
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Appendix A: Project Review Committee Biographies
(continued)
Marc Feliciano, Chief Investment Officer of Real Estate, Americas
Mr. Feliciano is a Managing Director, Chief Investment Officer of Real
Estate, Americas and
Head of Real Estate Portfolio Management, Americas for Deutsche Asset &
Wealth
Management's Alternatives and Real Assets platform, based in Chicago. He
serves as
Chairman of the Americas Investment Committee, which governs both equity and
debt
investments and portfolios, and serves on the Americas Leadership Committee.
In addition to
his current roles, he is also Co-Portfolio Manager of the RREEF Debt
Investments Fund. As
Americas CIO, he has also worked with portfolio managers in developing
specific portfolio
strategy for each account or fund as part of the annual investment plan
process. Prior to
assuming this position, Mr. Feliciano served as Global Head of Risk and
Performance Analysis,
responsible for the development of allocation, risk and performance tools.
member of the Global CIO team working closely with the Global and regional
CIOs, and the
research team to formulate the global and regional house views and strategy,
and to develop
the resulting House Portfolio for each region. He joined Deutsche Bank in
February 2005 with
12 years of experience spanning public and private real estate investment
management,
alternative investment management as well as workouts, restructurings and
recapitalizations of
public companies and properties in and out of bankruptcy. Since joining, he
has led debt
restructurings across several accounts and funds in conjunction with the
Americas portfolio
management, asset management and capital markets teams. Prior to joining
Deutsche Bank,
Mr. Feliciano worked in the private and public real estate industries while
at Morgan Stanley,
Heitman/PRA Securities Advisors and INVESCO Realty Advisors. He holds a BBA
in
Accounting and MPA in Taxation from The University of Texas at Austin.
Michael Nigro, Head of Value Add & Development, Americas
Mr. Nigro is currently a Managing Director and Head of Value Add &
Development for the
Americas Real Estate business.
In this role, he is responsible for sourcing and executing
ground-up development and renovation strategies. Mr. Nigro joined the
company in 2004 with
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8 years of industry experience, he has served as development lead in
originating over $1 billion
of new investments. Mr. Nigro has performed in the principal role nationally
in the development
of 3,600 multifamily units, 2 million square feet of commercial space and 1
million square feet of
retail. Under Mr. Nigro's leadership, the group has furthered its position
as an industry leader in
sustainable initiatives through LEED (or equivalent) certification of 7
million square feet across
four property types and some of the industry's most innovative green
solutions. He has
demonstrated a proficiency in successfully negotiating public-private
partnerships—most notably
in the Washington DC metro where he created a $275 million mass transit
station public-private
partnership in order to secure new entitlements totaling 7.5 million square
feet (including 4,500
residential units) for an existing 70 acre power center. Mr. Nigro is
currently the Principal-inCharge
of The Domain in Austin, Texas, one of the US's most desirable and largest
mixed-use
developments; having completed to date a flagship Whole Foods grocery store,
543 multifamily
units, 175,000 square foot office building, and an extensive network of
horizontal infrastructure.
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Prior to joining the firm, he was a Senior Manager for Mesirow Financial
Real Estate responsible
for large public-private partnership projects. He began his career as a
project manager after
initially practicing as a design and construction engineer. Mr. Nigro earned
a BS degree in Civil
and Environmental Engineering from the University of Illinois at Urbana-
Champaign as well as
an MBA with Distinction from DePaul University and currently maintains a
Professional Engineer
License.
Mark G. Roberts, Head of Research & Strategy
In this role, he was a
Mr. Roberts is a Managing Director at Deutsche Asset & Wealth Management,
and Head of
Research and Strategy for the Alternatives and Real Assets platform.
In this role, he oversees
the research teams that support the firm's global real estate investment
process, providing indepth
knowledge and unique perspectives on the markets, trends and landscape for
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global real
estate investing. He is also a member of the Executive Committee and is
based in New York.
With prior experience of more than 25 years in real estate, Mr. Roberts held
a series of senior
research and management positions at Invesco Real Estate from 1996 to 2011.
Mr. Roberts
holds an MS in Real Estate from the Massachusetts Institute of Technology, a
BA in
Architecture from the University of Illinois at Urbana, and attended the
Graduate School of
Management at the University of Dallas. He is the past Chairman of the Board
of the National
Council of Real Estate Investment Fiduciaries (NCREIF), was the former
President of the Real
Estate Research Institute (RERI), past Chairman of the NCREIF Research
Committee, and a
member of the NCREIF Fund-Index Subcommittee which developed the NFI-ODCE
Index. He
is Fellow of both the Homer Hoyt Institute and RERI. Mr. Roberts holds the
Chartered Financial
Analyst® designation and is also a registered architect. He has authored a
chapter for The
Handbook of Alternative Investments and contributed several research and
strategy papers to
the Institute for Fiduciary Education.
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Appendix B: Case Study #1: Taunusanlage —
Frankfurt, Germanyl
From 2007 to 2010, Deutsche Bank carried out the modernization and
comprehensive retrofit of its corporate Headquarters at
Taunusanlage in Frankfurt, Germany. Project achieved the first LEED Platinum
designation for a large corporate office retrofit 2,3,4
Resources
Recycling: 98%
Heating energy
Reduction: 67%
Electrical power
Reduction: 55%
Water
Reduction: 74%
CO2 Emissions
Reduction: 89%
Utilization ratio
Increase: 20%
First occupancy
Workplaces when first occupied
Renovation timeframe
Completion
Building height
4 floors in the base plus
34 floors in Tower A
36 floors in Tower B
3 floors underground parking garage
I Recycling of 30,500 tons and fit-out of 161,400 sq. ft. office space with
reused
construction elements
I 67% savings per year, equivalent to the heating energy for approximately
750
households
II Savings of 55% power, equivalent to the annual consumption of approximately
1,900 households
II74% savings per year, equivalent to 22 Olympic-sized pools
IIReduction of 89%5 per year, equivalent to 6,000 cars driving 7,450 miles
H Up to 600 additional employees will benefit from the new work environment
1984
1,750
509 feet
Site area
Gross floor space (GFS)
2007-2010 Net floor space (NFS)
2010
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Rental area
Underground parking spaces
Workplace capacity
Maximum occupancy
Current occupancy
140,106 sq. ft.
1,307,577 sq. ft.
1,112,090 sq. ft.
808,001 sq. ft.
298
2800 WP
3050 HC
2800 HC
World's first major refurbishment of a
high-rise building to achieve a LEED
Platinum and DGNB Gold certificate
1 The 8 case studies involved projects in which certain members of the Team,
along with other Deutsche Bank employees, were previously involved. Other
than the projects that were part of the first
case study (Taunusanlage), these projects are included as part of the
information provided in the table on page 30 of this presentation (the
projects constituting the Taunusanlage case study were
not included because this project involved an entire building and individual
ECMs could not be accurately broken out). See note 1 on that page as well as
Appendix F, Note 8 for certain important
additional information regarding the projects discussed in these case
studies. These case studies are being presented for illustrative purposes
only. There can be no assurance that the
Partnership will be able to source and complete comparable projects (and, in
the case of the Taunusanlage case study, it is unlikely the Partnership
would take on a project of this scale). Since no
third party capital was involved in these projects, no rate of return can or
should be implied from the information included in these case studies.
2 Energy, Water, and Carbon savings calculated by licensed engineers under
contract with DB CRES. Engineering calculations reviewed as part of USGBC
certification of LEED Platinum
3 Recycling data provided by DB CRES Project Management team. Waste and
recycling data reviewed as part of USGBC certification of LEED Platinum
4 Utilization data provided by DB CRES Workplace team.
5 With reference to primary energy, 55% through reduced consumption, 34%
through renewable power sources
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Appendix B: Case Study #2: 60 Wall Street — New York
70 energy, water, and renewable energy projects
Projectsl
Chiller Plant Improvements
Building Automation Systems
& HVAC Controls
Heating, Ventilating, and Air
Conditioning Upgrades
New high efficiency Chiller (2)
Recommissioning of hydronic free cooling system
Kitchen exhaust fan controls
Energy efficiency upgrade of exhaust fans
Energy efficient replacement of ventilation fans
Energy efficient upgrade of fan coils unit
Installation of high efficiency lamps (3)
Lighting Improvements
Chilled Water, Hot Water, and
Steam Distribution Systems
Electric Motors and Drives
LED lighting relamping (3)
Lighting circuit timers (2)
Occupancy sensor control (3)
Reduction of light levels
Replacement of indoor lighting fixtures (2)
Replacement of outdoor lighting fixtures
New Domestic Hot Water Pumps
Steam System Repair
Replacement of elevator motors & controls
Retrofit AHU with VFD and controls (3)
Retrofit CRAC with VFD and controls
Renewable Energy Systems Photovoltaic Array
Cooling Water Treatment & Controls
Water and Sewer Conservation
Systems
Installation of lowflow urinals
Potable Water Treatment System
Reduction in distribution losses
Reduction from domestic and fire water losses
Reduction in replacement water for steam system
Water efficient appliances (3)
RCx Decommissioning (7)
Commissioning
Appliance/Plug-load
reductions
Other
2007 Baseline2
Percent of Baseline
RCx Optimization (10)
RCx Rescheduling (7)
Energy Efficient Kitchen & Cafeteria Appliances (4)
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Plug Load - Vendormiser
Automated demand response
Tenant awareness - Earthhour
9
68,309
52,073
5
1
2,364,891
146,229
1,565
Building Data
High Rise Commercial Office
Single Tenant Commercial
Office with Trading
1,625,500 ft 2
60 Wall Street,
NYC, New York
24
5
2
70
5,095,197
130,815
2,376
18,789,698
92,550,623
20.30%
See footnote 1 on page 41
1 Project Data records and energy & water savings provided by CRES year
ending 2012. Savings calculation validated by third party, Arup Engineering.
2 Utility Data provided from Environmental Management System for year ending
2012. Data verified by third party, ERM Certification and Verification
Services.
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3,783
544
57,968
Projects In Progress
Does not include the
following projects not yet
completed: BAS
replacement, Chilled Water
Pump VFD and HX Upgrade,
and (4) lighting
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improvements.
3
18,295
Projects
3
1
Energy Savings
(kWh)
3,258,095
396,555
Water Savings
(liters)
15
3,649,293
3
2
3,659,643
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Appendix B: Case Study #3: Winchester House - London
28 energy and water conservation projects
Energy
Projectsl
Central lighting control system upgrades
Lighting Improvements
Electricity Distribution
Systems
Water and Sewer
Conservation Systems
Commissioning
High efficiency lighting fixtures (4)
Installation of high efficiency lamps (6)
Reduction of light levels (7)
Consolidate Power Distribution Units
Installation of low flow urinal water controls
RCx Optimization - BMS
RCx Optimization - Chiller Plant
RCx Optimization - Fan Coil Units
RCx Optimization - Heating Plant
RCx Optimization - UPS Load Management
RCx Rescheduling - FCU System
RCx Rescheduling - HVAC System (2)
Total
2007 Baseline2
Percent of Baseline
Projects in Progress
Does not include following projects not yet completed: BAS replacement,
Central AHU upgrades, Kitchen Management
System, Voltage optimization, and (4) lighting improvements.
18
1
1
1,467,972
847,968
1,724
Projects
Savings
(kWh)
Water
Savings
(liters)
8
4,095,781
28
6,411,721
EFTA01469363
36,078,899
17.77%
1,724
Building Data
Mid-rise Office with Trading
Operations
323,100 ft,
1 Great Winchester Street,
London, UK
See footnote 1 on page 41.
1 Project Data records and energy & water savings provided by CRES year
ending 2012. Savings calculation validated by third party, Arup Engineering.
2 Utility Data provided from Environmental Management System for year ending
2012. Data verified by third party, ERM Certification and Verification
Services.
Deutsche Asset
& Wealth Management
RREEF Retrofit Partners, L.P. For U.S. Person Clients of the U.S./Americas
Key Client Partners Desk Only
June 2014
EFTA01469364
RRP73 - Elysium
Appendix B: Case Study #4: Alfred-Herrhousen-Allee
(TZE) - Eschborn, Germany
17 energy and water projects
Energy
Projectsl
Heating, Ventilating, and Air
Conditioning Upgrades
Lighting Improvements
Electricity Distribution
Systems
Water and Sewer
Conservation Systems
Control of bypass damper to reduce cooling load
Replacement and repair of HVAC systems
Installation of high efficiency lamps
Lighting controls upgrades
Replace Power Distribution Units
EcoLab Conveyer Dishwasher
RCx Optimization - Humidification
Water efficient plumbing fixtures
RCx Decommissioning - AHU System
Commissioning
Totals
2007 Baseline2
Percent of Baseline address
RCx Decommissioning - Heat Exchangers
RCx Decommissioning - Power Distribution
RCx Decommissioning - Transformers
RCx Optimization - Heating Plant
RCx Rescheduling - HVAC
RCx Rescheduling - Ventilation System
7
6,542,329
17 6,854,880
49,594,577
13.82%
Projects in Progress
Does not include following projects not yet completed: Chiller Free cooling
system, Steam generation replacement, Heat
Pump replacement, Terminal Unit upgrades, Electrical distribution upgrade,
(2) lighting improvements, and (8) recommissioning
projects
See footnote 1 on page 41.
1 Project Data records and energy & water savings provided by CRES year
ending 2012. Savings calculation validated by third party, Arup Engineering.
2 Utility Data provided from Environmental Management System for year ending
2012. Data verified by third party, ERM Certification and Verification
Services.
Deutsche Asset
& Wealth Management
EFTA01469365
RREEF Retrofit Partners, L.P. For U.S. Person Clients of the U.S./Americas
Key Client Partners Desk Only
June 2014
0
1,449
Building Data
Single Tenant Commercial
Office
647,200 ft,
Alfred-Herrhausen-Allee 16-24
(TZE), Eschborn
Germany
Projects
2
4
1
3
Savings
(kWh)
18,175
202,760
91,616
Water
Savings
(liters)
0
0
0
1,449
EFTA01469366
RRP73 - Elysium
Appendix B: Case Study #5: Theodor-Heuss-Allee
Frankfurt, Germany
24 energy and water projects
Energy
Projectsl
Heating, Ventilating, and Air
Conditioning Upgrades
Water and Sewer
Conservation Systems
Retrofit of CRAC with VFD and controls
Electric Motors and Drives AHU VFD Retrofit
EcoLab Conveyer Dishwasher (3)
RCx Optimization - Chiller Plant
Commissioning
RCx Optimization - Exhaust Systems
RCx Optimization - Filter Optimization
RCx Optimization - Heating Plant
RCx Optimization — Humidification (3)
RCx Rescheduling - HVAC System (4)
RCx Rescheduling — Lighting (2)
RCx Rescheduling — Temperature (6)
Totals
2007 Baseline2
Percent of Baseline
Projects in Progress
Does not include following projects not yet completed: Replacement of
heating systems, (8) lighting improvements, and
(14) re-commissioning projects
Projects
1
1
3
Savings
(kWh)
375,804
583,697
28,602
Water
Savings
(liters)
313
19
5,175,722
1,525
24 6,163,824
11,207,163
55.00%
1,838
EFTA01469367
Building Data
Single Tenant Commercial Office
331,600 sqft.
Theodor-Heuss-Allee, Frankfurt,
Germany
See footnote 1 on page 41.
1 Project Data records and energy & water savings provided by CRES year
ending 2012. Savings calculation validated by third party, Arup Engineering.
Does not include following projects not
yet completed: Replacement of heating systems, (8) lighting improvements,
and (14) re-commissioning projects.
2 Utility Data provided from Environmental Management System for year ending
2012. Data verified by third party, ERM Certification and Verification
Services
Deutsche Asset
& Wealth Management
RREEF Retrofit Partners, L.P. For U.S. Person Clients of the U.S./Americas
Key Client Partners Desk Only
June 2014
EFTA01469368
RRP73 - Elysium
Appendix B: Case Study #6: Harborside Office & Data
Centre - Harborside, NJ
29 energy and water projects
Energy
Projectsl
Chiller Plant Improvements Energy efficient spot cooling equipment
New Condenser Water Reset Controls
Building Automation
Systems & HVAC Controls
Heating, Ventilating, and
Air Conditioning Upgrades
Lighting Improvements
Electricity Distribution
Systems
Water and Sewer
Conservation Systems
New CRAC Controls (2)
New high efficiency cooler
Retrofit of AC Free Cooling systems
HVAC Outtakes Optimization
Delamping
Installation of high efficiency lamps (2)
LED lighting relamping
Lighting controls
Replace Power Distribution Units
Cooling Tower Water make-up savings
RCx Decommissioning - Cooling Equipment (4)
Commissioning
RCx Decommissioning - Vacant Space
RCx Optimization
RCx Optimization
RCx Optimization
RCx Rescheduling
RCx Rescheduling
RCx Rescheduling
RCx Rescheduling
Appliance/Plug-load
reductions
Totals
2007 Baseline2
Percent of Baseline
Plug Load — Vendor Miser
14
2,514,859
4,957
Project in Progress
Does not include (2)
recommissioning projects
1
3
- Chiller Plant
- Cooling Equipment
- Filter Optimization (2)
- AHU System
- HVAC System (2)
- Refrigeration
- Temperature
•
EFTA01469369
3
5
1
1
Savings
(kWh)
32,726
1,948,639
198,602
479,948
4,662
4,366
Water
Savings
(liters)
65
3,886
444
3
Building Data
Single Tenant Mid-Rise
Commercial Office
323,100 sq.ft.
100 Plaza One Harborside,
Jersey City, NJ
1
22,552
29
5,201,988
23,056,728
22.56%
See footnote 1 on page 41.
1 Project Data records and energy & water savings provided by CRES year
ending 2012. Savings calculation validated by third party, Arup Engineering.
2 Utility Data provided from Environmental Management System for year ending
2012. Data verified by third party, ERM Certification and Verification
Services.
Deutsche Asset
& Wealth Management
RREEF Retrofit Partners, L.P. For U.S. Person Clients of the U.S./Americas
Key Client Partners Desk Only
June 2014
13,720
EFTA01469370
RRP73 - Elysium
Appendix B: Case Study #7: Wilhelm-Fey Strasse
Frankfurt, Germany
12 energy and water projects
Energy
Projectsl
Water and Sewer
Conservation Systems
Commissioning
Total
2007 Baseline2
Percent of Baseline
EcoLab Conveyer Dishwasher (2)
RCx Optimization - HVAC System
RCx Optimization - Pumping Controls
RCx Rescheduling - Cooling Equipment
RCx Rescheduling - HVAC System (7)
Projects
2
10
12
Savings
(kWh)
959,501
449,847
1,409,348
8,540,894
16.50%
Building Data
Single Tenant
Mid-Rise Commercial Office
514,900 sq.ft.
Wilhelm-Fay-strasse 31-37
Frankfurt, Germany
Projects in Progress
Does not include following projects not yet completed: (2) HVAC control
upgrades (4) lighting improvements, (1)
metering upgrade, and (20) re-commissioning projects.
1,069
1,069
Water
Savings
(liters)
See footnote 1 on page 41.
1 Project Data records and energy & water savings provided by CRES year
ending 2012. Savings calculation validated by third party, Arup Engineering.
2 Utility Data provided from Environmental Management System for year ending
2012. Data verified by third party, ERM Certification and Verification
Services.
Deutsche Asset
EFTA01469371
& Wealth Management
RREEF Retrofit Partners, L.P. For U.S. Person Clients of the U.S./Americas
Key Client Partners Desk Only
June 2014
EFTA01469372
RRP73 - Elysium
Appendix B: Case Study #8: 345 Park Ave - New York
City
16 energy and water projects
Energy
Projectsl
Building Automation
Systems & HVAC Controls
Heating, Ventilating, and
Air Conditioning Upgrades
Lighting Improvements
Water and Sewer
Conservation Systems
Commissioning
Totals
2007 Baseline2
Percent of Baseline
Projects in Progress
Does not include following projects not yet completed: (1) lighting
improvement, and joint commissioning program
with Landlord.
New Terminal Regulation AC Controls
Replacement of Tstats with setpoint reset (2)
Addition of zoned cooling systems (2)
High efficiency lighting fixtures (2)
Occupancy sensor controls (2)
Installation of low flow urinals
RCx Decommissioning - Cooling Equipment
RCx Optimization - Air Handling Unit
RCx Rescheduling - Cooling Equipment (2)
RCx Rescheduling - HVAC System
RCx Rescheduling - Overtime AC
6
158,567
16
576,028
3,756,451
15.33%
577
Building Data
Multi Tenant
High Rise Commercial Office
219,813 ft, leased space.
345 Park Ave
NYC, NY
Projects
3
2
4
1
EFTA01469373
Savings
(kWh)
35,066
42,806
339,589
447
Water
Savings
(liters)
14
116
See footnote 1 on page 41.
1 Project Data records and energy & water savings provided by CRES year
ending 2012. Savings calculation validated by third party, Arup Engineering.
2 Utility Data provided from Environmental Management System for year ending
2012. Data verified by third party, ERM Certification and Verification
Services.
Deutsche Asset
& Wealth Management
RREEF Retrofit Partners, L.P. For U.S. Person Clients of the U.S./Americas
Key Client Partners Desk Only
June 2014
EFTA01469374
RRP73 - Elysium
Appendix C: Responsible Contractor Considerations
In retaining project service providers, the Partnership will seek to apply
the
principles of DB Platform's Responsible Contractor Programl
Contractor Selection Objective
I Seek to apply Responsible
Contractor Program
principles to its projects
where appropriate2
Responsible Contractor Program Principles
1 Contractor pays workers "fair wage."
2
3
4
Contractor provides workers "fair benefit" employer
paid family health care coverage.
Contractor provides workers "fair benefit" pension
or other employer sponsored retirement services.
Contractor provides workers "fair benefit" access to
apprenticeship programs.
Note: What constitutes a "fair wage" and "fair benefit" depends on the wages
and benefits paid on comparable real estate projects,
based upon local market factors that include the nature of the project (e.g.
residential vs. commercial office, public vs. private),
comparable job or trade classification, and the scope and complexity of the
services provided.
1 Responsible Contractor Program applies to all contracts with value greater
than $100,000.
2 The Partnership's application of program principles is subject to the
pricing, quality and other project considerations as well as applicable
fiduciary and other duties to the Partnership and applicable
laws and regulations. There can be no assurance that these principles will
be applied to each project (for example, the Partnership may not apply these
principles as a result of pricing, quality or
other project considerations) or that third-party service providers will
comply with these principles. The program is subject to change at any time
without prior notice or consultation.
Deutsche Asset
& Wealth Management
RREEF Retrofit Partners, L.P. For U.S. Person Clients of the U.S./Americas
Key Client Partners Desk Only
June 2014
EFTA01469375
RRP73 - Elysium
Appendix C: Source of Project Level Bidders and
Sub-Contractors
The Partnership will seek to identify qualified third-party service
providers from a
range of sources
Supplier Bid
Participation
General Contractor's
Network of Preferred
Vendors
Description
• Relevant sub-contractors identified from network of General Contractor's
preferred
vendors
• May include mix of both union and non-union vendors
• All non-union providers are qualified via Responsible Contractor Program
•
Contractors Known to
Building Owner/Preferred
Suppliers
Identified from previous work in host building or any preferred supplier
lists provided by
building owner
• General Contractor actively solicits building owner to ensure preferences
are understood
• Qualified using Responsible Contractor Program principles where
appropriate with
appropriate diligence and verification from General Contractor
•
Additional Union Qualified
Suppliers
Identified through interaction with local unions to ensure all qualified
contractors are
identified for bid process
• As needed, coordinate with national union office to ensure all relevant
contractors are
identified
• Single point of contact provided for union communications from both RRP
Team and
General Contractor
Note: The Responsible Contractor Program principles are being applied to the
Partnership based on the unique facts and circumstances associated with this
vehicle. As such, the manner in which
the Program is applied to the Partnership may be broader and different than
the manner in which it is applied to other real estate vehicles and the
application of Program principles to the Partnership
is not indicative of how the DB Platform's might apply this Program in other
contexts.
Deutsche Asset
& Wealth Management
EFTA01469376
RREEF Retrofit Partners, L.P. For U.S. Person Clients of the U.S./Americas
Key Client Partners Desk Only
June 2014
EFTA01469377
RRP73 - Elysium
Appendix C: Responsible Contractor Principles—
Qualification Process
The Partnership will seek to qualify third-party service providers using
transparent
and objective criteria, to allow for consistent application across all
projects
Sample Qualification Form:
Key Process Steps
• General Contractor will be asked to pre-screen and validate all
subcontractors on contracts over $100,000 value for eligibility to
participate during pre-construction through use of the qualification
form:
Contact and communication with all eligible bidders will be
conducted by locally designated pre-construction managers with
appropriate oversight from the National Pre-construction
Manager
, Approach ensures local relationships leveraged for
subcontractor response and attention combined with central
supervision
• General Contractor will be asked to appropriately diligence all
qualifying contractors to ensure that criteria are met
• Non-qualifying vendors will be evaluated to confirm criteria were
appropriately interpreted
• On a periodic basis, General Contractor will be asked to produce
reports for RRP Team to document program application
Note: The Responsible Contractor Program principles are being applied to the
Partnership based on the unique facts and circumstances associated with this
vehicle. As such, the manner in which
the Program is applied to the Partnership may be broader and different than
the manner in which it is applied to other real estate vehicles and the
application of Program principles to the Partnership
is not indicative of how the DB Platform might apply this Program in other
contexts.
Deutsche Asset
& Wealth Management
RREEF Retrofit Partners, L.P. For U.S Person Clients of the U.S./Americas
Key Client Partners Desk Only
June 2014
EFTA01469378
RRP73 - Elysium
Appendix D: Sample Job Creation Report
— The Team expects to produce quarterly detailed job creation reports,
including the information shown below
— Key stats tracked include: employment impact by city, trade and sub-trade
category, and by project
— A full sample report is available upon request
Cumulative employment impact by top cities
(Person hours of employment/$m)
NonUnion
Labor
1.
City #1
2. City #2
3. City #3
4. City #4
5. City #5
6. City #6
7. City #7
8. City #8
9. City #9
10. City #10
Other:
Total:
TBD
TBD
TBD
TBD
TBD
TBD
TBD
TBD
TBD
TBD
TBD
TBD
Cumulative employment impact by trade category
(Person hours of employment)
Project development and engineering
Construction
Mechanical
Electrical
General labor
Technical labor
Other
Total
TBD
TBD
TBD
TBD
TBD
EFTA01469379
TBD
TBD
Union
Labor
TBD
TBD
TBD
TBD
TBD
TBD
TBD
TBD
TBD
TBD
TBD
TBD
Total
Labor
TBD
TBD
TBD
TBD
TBD
TBD
TBD
TBD
TBD
TBD
TBD
TBD
Capital
Funded
TBD
TBD
TBD
TBD
TBD
TBD
TBD
TBD
TBD
TBD
TBD
TBD
Union
Non-union
TBD
TBD
TBD
TBD
TBD
EFTA01469380
TBD
TBD
TBD
TBD
TBD
TBD
TBD
TBD
TBD
TBD
TBD
TBD
TBD
TBD
TBD
TBD
TBD
TBD
TBD
TBD
TBD
TBD
TBD
TBD
TBD
TBD
TBD
Total
[Q2] 2013 Cumulative [Q2] 2013 Cumulative [Q2] 2013 Cumulative
TBD
TBD
TBD
TBD
TBD
TBD
TBD
TBD
TBD
The above information is provided for illustrative purposes only and may not
be circulated without the Advisor's specific written approval. The content
and frequency of any periodic report to be
provided in connection with this strategy is subject to Advisor's
discretion, and is dependent upon information provided by certain service
providers. The form, content or frequency of such report is
subject to change. Any information contained in such report will be based
solely upon information provided by our service providers and will not be
independently verified by the Advisor. No part of
this material may be (i) copied, photocopied or duplicated in any form by
any means or (ii) redistributed without the Advisor's written consent.
Deutsche Asset
& Wealth Management
EFTA01469381
RREEF Retrofit Partners, L.P. For U.S. Person Clients of the U.S./Americas
Key Client Partners Desk Only
June 2014
EFTA01469382
RRP73 - Elysium
Appendix D: Sample CO2 Reduction Report
— The Team expects to produce quarterly detailed CO2 reduction reports,
including the information shown below
— Key stats tracked include: Cost and volume of CO2 by city, project and
technology type
— A full sample report is available upon request
Cumulative Retrofit Vehicle savings
are equal to:
Trees Planted
Home Electricity
Use
Barrels of Oil
Cars
Planting [##] new trees
Eliminating [##] homes' electricity use for
one year
Preventing the burning of [##] barrels of
oil
Taking [##] cars off the road for one year
Overview of CO2 reductions (Tons of CO2)
10,000
15,000
20,000
25,000
5,000
Q1 Year
1
Q2 Year
1
Q3 Year
1
Q4 Year
1
By Quarter (tons/CO2)
Q1 Year
2
Q2 Year
2
Q3 Year
2
Q4 Year
2
Cumulative (Tons/CO2)
The above information is provided for illustrative purposes only and may not
be circulated without the Advisor's specific written approval. The content
and frequency of any periodic report to be
provided in connection with this strategy is subject to Advisor's
discretion, and is dependent upon information provided by certain service
providers. The form, content or frequency of such report is
EFTA01469383
subject to change. Any information contained in such report will be based
solely upon information provided by our service providers and will not be
independently verified by the Advisor. No part of
this material may be (i) copied, photocopied or duplicated in any form by
any means or (ii) redistributed without the Advisor's written consent.
Deutsche Asset
& Wealth Management
RREEF Retrofit Partners, L.P. For U.S. Person Clients of the U.S./Americas
Key Client Partners Desk Only
June 2014
10,000
20,000
30,000
40,000
50,000
60,000
70,000
80,000
90,000
100,000
EFTA01469384
RRP73 - Elysium
Appendix E: Potential Building Ratings Benefits
Comprehensive retrofit projects of the type being targeted by the
Partnership may result in
certain green ratings improvements for the host building, which may create
an additional
incentive for a building owner to pursue a retrofit project with the
Partnership1,2
Rating Program
1
US Department of
Energy Energy Star
or
European Energy
Performance
Certificate Ratings
Potential Ratings Impact
I Targeted energy savings from a typical
retrofit project3 (expected to be +25%)
may improve Energy Star or Operational
EPC ratings by a corresponding amount
(+25%).
Other Benefits
I Improvements may allow access to higher-value
tenants. For example, US Federal Government
requires high energy star scores prior to considering a
property for lease.
I May enable building to meet regulatory requirements
for disclosure of ratings. Perceived market value can
be improved due to high performance on ratings.
2
Green Building
Certification
Programs
I Typical retrofit project upgrades may
increase the likelihood of achieving
Green Building Certifications.
I For USGBC LEED Existing Building
program, potential point enhancement of
15-25 points out of 30 required for
certification.
Global Real Estate
Sustainability
Benchmark
(GRESB)
I Improvements from a typical retrofit
EFTA01469385
project are expected to improve ratings
components for multiple survey sections.
I Potential for roll-out of ESA strategy across multiple
buildings in a portfolio could broadly improve GRESB
scores.
IIAssists building in meeting program certification prerequisites,
which are minimum thresholds, such as
having an Energy Star score greater than 60% to even
apply for a LEED Rating.
1 The Partnership will compete for project opportunities with ESCOs, DIYs,
funds, and other retrofit financing sources and, as such, there can be no
assurance that a building owner will pursue a
retrofit project with the Partnership in order to achieve such ratings
improvements.
2 There can be no assurance that ratings improvements will actually occur or
that the other benefits to building owners described herein will be actually
realized.
3 A project size of between $2 million and $5 million a project profile
generally consistent with the type of projects being targeted by the
Partnership .
Deutsche Asset
& Wealth Management
RREEF Retrofit Partners, L.P. For U.S. Person Clients of the U.S./Americas
Key Client Partners Desk Only
June 2014
55
EFTA01469386
RRP73 - Elysium
Appendix F: Comparing CO2 Savings from Retrofit
Projects and New Green Building Construction
Retrofit Project
I Energy savings upgrades to individual buildings —
all capital deployed is focused on energy saving
measures
Description
I Deep retrofits targeting approximately 25% whole
building energy savings across a range of building
systems, including heating, cooling, lighting, and
controls
Capital Cost
Annual CO2 Savingsl
# of Projects at
$300m of Investment
Total Annual CO2
Savingsl
I $3.2m for "typical" project in 600,000 square foot
office building
I 3,100 to 4,200 tons per year for each project vs.
historical baseline
I 105 (assuming entire portfolio is typical project)
I 310,000 to 420,000 tons per year
New Construction of Net Zero Green Building
I The new "Bullitt Center" as a reference point for one of the
greenest, true "net-zero" green buildings in the world
ll The "Bullitt Center" is entirely off the utility grid and
produces energy on-site. It is expected to be responsible
for zero carbon emissions annually due to its use of
renewable energy and super-efficient construction
IIMore information can be found at:
http://en.wikipedia.org/wiki/Bullitt_Center
I $30m for all costs except tenant fit-out (included
construction and land) for 58,000 square foot office
building
I -1,215 tons per year vs. standard building
II10 buildings can be built for same amount as total capital
expected to be deployed by the Partnership
EFTA01469387
I 12,150 tons per year
25-35x the impact on CO2 savings from retrofit projects vs. best in class
green construction
on a dollars invested basisl
1 DOE CBECS 2003, Team analysis; Annual savings calculated on a per-project
basis assuming a project size of between $2 and $5 million and a project
profile generally consistent with the type of
project being targeted by the Partnership;
Note: This analysis is based entirely on publicly available information
about the Bullitt Center project, and has not been independently verified by
Deutsche Asset & Wealth Management. Although
the Team believes that retrofit projects will result in some level of carbon
reduction, there can be no assurance regarding the amount of carbon
reduction that will result from a particular project or the
projects as a whole.
In evaluating and structuring each project, the Partnership will focus
exclusively on the return aspects of the project and not the project's
ability to reduce carbon. For example,
if a particular project could be structured in two alternative ways, one
that generated a higher return and resulted in less carbon reduction, and
another that generated a lower return but resulted in
more carbon reduction, the Partnership would pursue the former and not the
latter structure.
Deutsche Asset
& Wealth Management
RREEF Retrofit Partners, L.P. For U.S. Person Clients of the U.S./Americas
Key Client Partners Desk Only
June 2014
EFTA01469388
RRP73 - Elysium
Appendix G: Important Information
GENERAL: THE INFORMATION CONTAINED IN THIS PRESENTATION IS QUALIFIED IN ITS
ENTIRETY BY THE MORE DETAILED CONFIDENTIAL OFFERING MEMORANDUM OF THE
PARTNERSHIP (AS SUPPLEMENTED FROM TIME TO TIME, THE "MEMORANDUM"). IN THE
EVENT OF ANY INCONSISTENCY BETWEEN THE INFORMATION CONTAINED IN THIS
PRESENTATION AND THE MEMORANDUM, THE MEMORANDUM WILL CONTROL. THE ADVISOR IS
UNDER NO OBLIGATION (AND GENERALLY WILL NOT) UPDATE THIS
PRESENTATION TO REFLECT DEVELOPMENTS, EVENTS OR FACTS ARISING AFTER THE DATE
THE PRESENTATION WAS DELIVERED.
1. Deutsche Asset & Wealth Management represents the asset management and
wealth management activities conducted by Deutsche Bank AG or any of its
subsidiaries. Clients will be provided
Deutsche Asset & Wealth Management products or services by one or more legal
entities that will be identified to clients pursuant to the contracts,
agreements, offering materials or other
documentation relevant to such products or services. In the United States
Deutsche Asset & Wealth Management relates to the asset management
activities of RREEF America LLC, and
Deutsche Investment Management Americas Inc.; in Germany: RREEF Investment
GmbH, RREEF Management GmbH and RREEF Spezial Invest GmbH; in Australia:
Deutsche Asset
Management (Australia) Limited (ABN 63 116 232 154) an Australian financial
services license holder; in Japan: Deutsche Securities Inc. (For DSI,
financial advisory (not investment advisory)
and distribution services only); in Hong Kong: Deutsche Bank
Aktiengesellschaft, Hong Kong Branch (for direct real estate business), and
Deutsche Asset Management (Hong Kong) Limited (for
real estate securities business); in Singapore: Deutsche Asset Management
(Asia) Limited (Company Reg. No. 198701485N); in the United Kingdom:
Deutsche Alternative Asset Management
(UK) Limited, Deutsche Alternative Asset Management (Global) Limited and
Deutsche Asset Management (UK) Limited; in Italy: RREEF Fondimmobiliari SGR
S.p.A.; and in Denmark, Finland,
Norway and Sweden: Deutsche Alternative Asset Management (UK) Limited and
Deutsche Alternative Asset Management (Global) Limited; in addition to other
regional entities in the Deutsche
Bank Group.
2. The Partnership's strategy involves the funding of capital into equipment
to be installed and used in various real estate properties, and the use of
an energy services agreement in order to
establish a payment stream in return for services provided to the building
owner(s). There can be no assurance that the strategy will produce a
particular rate of return or any return at all. Any
strategy involving real estate involves a high degree of risk, including
possible loss of contributed capital, and is suitable only for sophisticated
persons who can bear such losses. The execution
of this strategy is dependent upon on the ability to engage appropriate
service providers to provide cost effective supplies and services at various
stages of each project, and the inability to do so
would impact the execution of the strategy and/or any return on projects
EFTA01469389
funded. In addition, although investment team members have had significant
experience with energy efficiency retrofit
projects for Deutsche Bank occupied properties, the ESA strategy being
deployed by the Team is a new one and there is no operating experience upon
which to evaluate the performance of this
strategy. Any forecasts provided herein are based upon Deutsche Asset &
Wealth Management's opinion of the market at this date and are subject to
change dependent on the market. Past
performance or any prediction, projection or forecast on the economy or
markets is not indicative of future performance.
3. Certain information contained herein constitutes "forward-looking
statements," which can be identified by the use of forward-looking
terminology such as "may," "will," "should," "expect,"
"anticipate," "target," "project," "estimate," "intend," "continue" or
"believe," or the negatives thereof or other variations thereon or
comparable terminology. Due to various risks and uncertainties,
actual events or results or actual performance may differ materially from
those reflected or contemplated in such forward-looking statements.
4. This material was prepared without regard to the specific objectives,
financial situation or needs of any particular person who may receive it. It
is intended for informational purposes only and the
information contained herein is accurate as of the date of this document. It
does not constitute investment advice, a recommendation, an offer,
solicitation, the basis for any contract to purchase
or sell any security or other instrument, or for Deutsche Bank AG or its
affiliates to enter into or arrange any type of transaction as a consequence
of any information contained herein. Neither
Deutsche Bank AG nor any of its affiliates gives any warranty as to the
accuracy, reliability or completeness of information which is contained in
this document. Except insofar as liability under
any statute cannot be excluded, no member of the Deutsche Bank Group, the
Issuer or any officer, employee or associate of them accepts any liability
(whether arising in contract, in tort or
negligence or otherwise) for any error or omission in this document or for
any resulting loss or damage whether direct, indirect, consequential or
otherwise suffered by the recipient of this
document or any other person. The contents of this summary are not to be
construed as legal, accounting, business or tax advice. Each prospective
participant should consult its own attorney,
accountant, business advisor and tax advisor as to legal, accounting,
business and tax advice. Neither Deutsche Bank AG, nor any of its
affiliates, is recommending that any recipient of this
summary participate in the Partnership , and none of them represent or
warrant that the interests are a suitable investment for such recipient.
5. Certain Deutsche Asset & Wealth Management Real Estate strategies may not
be available in every region or country for legal or other reasons, and
information about these strategies is not
directed to those persons residing or located in any such region or country.
6. Neither the Advisor nor its affiliates make any representation or
warranty, expressed or implied as to the accuracy of the information
included herein from third-party sources. In addition, neither
EFTA01469390
the Advisor nor its affiliates have any obligation to update such
information based on subsequent events, conditions or facts.
7. Certain data cited herein, including DBCCA Research and the North
American Energy Retrofit Analysis, were prepared by employees of certain
Deutsche Bank affiliates.
8. Team members collaborated with, and were assisted by, certain employees
of Deutsche Bank affiliates and certain third parties in completing the 831
prior retrofit projects referenced herein.
Although the Team believes that such retrofit experience is relevant in
understanding the Team's overall experience with retrofit projects and its
deep understanding of this evolving market
segment, there are important difference between the prior retrofit projects
described herein and the Target Projects being pursued pursuant to the
strategy, including the following: (i) all of the
projects described above involved Deutsche Bank-occupied buildings, whereas
the strategy will not focus on projects in such buildings; (ii) most of the
projects described above are smaller in
scale and complexity than the Target Projects; (iii) of the buildings
included in the list of projects, only ten had a profile of the type that
the Partnership would consider (larger than 100,00 square
feet, involving multiple components and addressing at least 10% of a
building's energy usage); and (iv) none of the above projects were done
pursuant to ESAs or involved certain elements of
the strategy (for example, origination partners, calibrated simulation
modeling and active energy management).
Deutsche Asset
& Wealth Management
RREEF Retrofit Partners, L.P. For U.S. Person Clients of the U.S./Americas
Key Client Partners Desk Only
June 2014
EFTA01469391
RRP73 - Elysium
Appendix G: Important Information (continued)
9. Property Assessed Clean Energy or "PACE" is an emerging structure in the
marketplace for financing retrofit and clean energy projects. This structure
involves a "PACE loan," (a "super-senior"
financing) made by a lender to a building, the proceeds of which are used to
finance the cost of the building's project. A PACE loan generally has a term
of 15-20 years, is repaid over time
through an annual tax assessment on the building, and is transferable upon
any sale of the building. A PACE project is typically developed such that
energy savings resulting from the project
are, in effect, used to cover annual payments under the PACE loan. The
length of the PACE loan facilitates the development of projects, including
renewable energy projects, that require a
longer payback period. The use of a PACE structure requires the existence of
enabling legislation in the jurisdiction in which the building is located.
To date, only a limited number of
jurisdictions have passed enabling PACE legislation and the legislation that
has been passed to date has had various scope and structure variations
across jurisdictions. Although the
Partnership may face some level of competition from PACE providers in
connection with retrofit projects (particularly in the context of smaller
retrofit projects), the Team believes that, given the
limited current adoption of PACE in the United States to date and the
potentially significant amount of overall retrofit building opportunities in
the marketplace, the existence of PACE structures
will not significantly impact the ability of the Partnership to source and
complete a sufficient number of attractive project opportunities. The Team
also believes that the level of marketplace
acceptance to PACE financing may be somewhat limited because real estate
lenders have generally not had a favorable view of PACE structures, since
these structures are senior to a lender's
typical first lien position on a building's assets. The Partnership may
consider pursuing projects with building owners using PACE financing in
connection with certain projects that have
integrated retrofit and building envelope or renewable energy components, in
order to facilitate the longer payback components of the project.
10. DB Eco PM0 projects primarily targeted less than two-year payback
projects given capital constraints during the 2007-2012 time period. In a
subset of cases, mainly when replacing end of life
equipment, larger/longer payback projects were done. Extensive savings
opportunities exist in the 2-8 year payback range that can be blended to
achieve both attractive paybacks and
significantly deeper savings. Additionally, because projects were done on a
one-off basis without utilizing the benefits of integrated design and
comprehensive building modeling, the full
potential of savings and ECMs were not achieved. Percentage savings do not
reflect ESA-level adjustments such as weather/occupancy/usage changes that
would enable like to like
comparisons of achieved project performance. This likely understates the
depth of achieved savings in the case studies. Lack of ongoing AEM to
EFTA01469392
control drift over time may also result in energy
savings less than potential.
11. The strategy and projects being pursued by the Partnership involve a
high degree of risk. The possibility of partial or total loss of capital
exists and participants must be prepared to bear capital
losses that could result from Partnership's projects. Persons receiving this
presentation should carefully consider the risks associated with the
Partnership's strategy, including, but not limited to,
those described elsewhere in this presentation as well as the following: (i)
the Partnership is a pooled, multi-participant, long-term vehicle advised by
the Advisor and, as such, will have all of the
risks typically associated with such a vehicle including, without
limitation, (a) liquidity, liability, third party litigation,
indemnification/exculpation, contingent obligation, mandatory withdrawal,
default, forfeiture and dilution risks, (b) the risk that certain amounts
otherwise distributable to participants may be reused or may be required to
be returned, and (c) the risks associated with the
Partnership entering into agreements containing preferential terms with
certain participants; (ii)
the Partnership's projects and strategy present a number of unique risks
including, without
limitation, (a) the projects will be U.S. dollar-denominated, which may
present certain exchange rate risks for non-U.S. persons and in connection
with non-U.S. projects, (b) the strategy is
dependent on the Team and certain third party service providers, (c) the
involvement and benefits of the DB Platform may be limited, (c) marketplace
acceptance of ESA transactions and
documentation may be limited, (d) the Partnership's license of ESA
documentation from SClenergy involves certain potentially significant costs
and presents certain business risks, (e) the Team
has no prior experience with the strategy to be employed by the Partnership,
(f) the Partnership is dependent on origination partners for project
origination, (g) the overall marketplace opportunity
for retrofit projects (generally, and of the type being pursued pursuant to
the strategy) is difficult to assess, (h) there may be significant
competition for project opportunities, (i) energy savings will
the primary source of payment under the ESAs and, therefore, the Partnership
may not be able to fully recoup the cost of a project or receive any return
at all, (j) there may be risks associated
with an early termination of an ESA and the sale of a project, (k) there may
be risks associated with the Partnership acting as a paying agent under an
ESA, (1) the Partnership's project activities
present building owner, construction, operational and technical,
catastrophic and force majeure risks, (m) the Partnership's overall
performance may be adversely affected if projects are
concentrated by location or building owner, (n) the Partnership's
contemplated use of leverage presents certain risks, (o) there are risks
associated with non-U.S. projects and non-ESA or other
non-core activities, (p) the Partnership's strategy presents certain
important and complicated tax, accounting and regulatory risks and (q) the
Partnership faces potential challenges in sourcing
EFTA01469393
commercial building projects. Recipients of this presentation are urged to
carefully review the more detailed risk factor discussion in the Memorandum.
12. This confidential presentation (this "presentation") is being provided
on a confidential basis to certain persons for the purpose of providing them
with certain preliminary information regarding the
Partnership. This presentation is being furnished solely for the information
of the persons to whom it has been delivered for purposes of describing
certain elements of the Partnership and its
proposed strategy and it may not be reproduced or distributed to any other
person, in whole or in part, nor may its contents be used for any other
purpose, in each case without Deutsche Bank's
prior written consent. Each person receiving this presentation hereby agrees
to the foregoing and to return the presentation promptly upon request. This
presentation does not constitute an offer
or solicitation in any state or other jurisdiction to any person or entity
to which it is unlawful to make such offer or solicitation in such state or
jurisdiction. Notwithstanding anything to the contrary
herein, each person receiving this presentation (and each employee,
representative or other agent of such person) may disclose to any and all
persons, without limitation of any kind, the tax
structure and tax treatment of the Partnership and all materials of any kind
(including opinions or other tax analyses) that are provided to the
prospective limited partner relating to such tax
structure and tax treatment; provided, however, that such disclosure shall
not include the name (or other identifying information not relevant to the
tax structure or tax treatment) of any person
and shall not include information for which non-disclosure is reasonably
necessary in order to comply with applicable securities laws.
0 2014 Deutsche Bank AG. All rights reserved. (03/14) I-032431-3 018212
051214
Deutsche Asset
& Wealth Management
RREEF Retrofit Partners, L.P. For U.S. Person Clients of the U.S./Americas
Key Client Partners Desk Only
June 2014
EFTA01469394
RRP73 - Elysium
Appendix G: Notices to Prospective Investors in
Specific Jurisdictions
THIS MATERIAL IS INTENDED FOR U.S./AMERICAS INSTITUTIONAL CUSTOMERS ONLY, as
defined by FINRA 4512(c), WHO ARE U.S. PERSONS UNDER THE SECURITIES ACT OF
1933.
Key Clients Partners (KCP) services are offered to a select group Deutsche
Asset & Wealth Management clients who are able to meet certain criteria
including, without limitation, financial and
sophistication qualifications. All Key Clients Partners opportunities may
not be available in all Deutsche Asset & Wealth management locations.
The securities described in this report are not deposits, are not insured by
the U.S. Federal Deposit Insurance Corporation (FDIC) or any other U.S.
governmental agency, are not obligations of or
guaranteed by Deutsche Bank Trust Company Americas, Deutsche Bank Securities
Inc., or any of their affiliates, and are subject to investment risks,
including possible loss of the principal amount
invested. Further, the securities described in this presentation have not
been registered under the United States Securities Act of 1933 or the
Investment Company Act of 1940.
Deutsche Asset
& Wealth Management
RREEF Retrofit Partners, L.P. For U.S. Person Clients of the U.S./Americas
Key Client Partners Desk Only
June 2014
EFTA01469395
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