48
European Clean Energy Fund United Nations ECE May 2006 CONNING Placement Agent Investment Manager Carbon Advisor

European Clean Energy Fund United Nations ECE · Target Region Europe, including Central and Eastern Europe (CEE) ... Carbon Experience Swiss Re’s carbon team is an acknowledged

  • Upload
    others

  • View
    0

  • Download
    0

Embed Size (px)

Citation preview

Page 1: European Clean Energy Fund United Nations ECE · Target Region Europe, including Central and Eastern Europe (CEE) ... Carbon Experience Swiss Re’s carbon team is an acknowledged

European Clean Energy FundUnited Nations ECE

May 2006

CONN ING

Placement AgentInvestment Manager Carbon Advisor

Page 2: European Clean Energy Fund United Nations ECE · Target Region Europe, including Central and Eastern Europe (CEE) ... Carbon Experience Swiss Re’s carbon team is an acknowledged

1

C O N N IN G

Placement Agent

Investment Manager

Carbon Advisor

Fund Highlights

Market Opportunity

Principals & Performance

Investment Strategy

Investment Process

Case Studies

Fund Terms

Appendices

Table of Contents

NOTE: INVESTORS ARE SPECIFICALLY REFERRED TO THE DISCLAIMERS IN THE APPENDIX OF THE PRESENTATION

The hydropower picture was provided by SHP in Austria © ESHA at www.esha.be

The solar thermal collector picture was provided by Wagner & Co, Zimmermannstr. 12, 35091 CölbeTel. 06421/8007-0, Fax -22, http://www.wagner-solar.com

Page 3: European Clean Energy Fund United Nations ECE · Target Region Europe, including Central and Eastern Europe (CEE) ... Carbon Experience Swiss Re’s carbon team is an acknowledged

2

C O N N IN G

Placement Agent

Investment Manager

Carbon Advisor

Mission ECEF intends to provide mezzanine and equity capital for European clean energy projects with attractive cash flows and returns

Principals TCW - Investment ManagerSwiss Re - Carbon AdvisorConning - Placement Agent

Target Size €250 million to €400 million with an initial close above €100 million

Target Projects Wind energy, solar energy, hydro-electric, biomass, cogeneration, combined-cycle, fuel switching, geothermal, clean coal, waste-to-energy, district heating and electric, waste fuel, combined heat & power (CHP), efficiency retrofit and related projects and companies

Target Region Europe, including Central and Eastern Europe (CEE)

UN Accreditation Awarded mandate by the UN Economic Commission for Europe

European Clean Energy Fund (ECEF)

Fund HighlightsMarket OpportunityPrincipals & PerformanceInvestment StrategyInvestment ProcessCase StudiesFund Terms

Page 4: European Clean Energy Fund United Nations ECE · Target Region Europe, including Central and Eastern Europe (CEE) ... Carbon Experience Swiss Re’s carbon team is an acknowledged

3

C O N N IN G

Placement Agent

Investment Manager

Carbon Advisor

European Clean Energy Fund (ECEF)

Responsible for distribution and, jointly with TCW, for fund structuring and investor relations. General Partner and Investment Committee Member (non-voting).

Conning(Placement Agent)

Responsible for advising on the monetization of carbon credits and renewable energy certificates (RECs). Investment Committee Member (non-voting).

Swiss Re(Carbon Advisor)

Responsible for management of the investment portfolio, including sourcing, evaluating, documenting and closing fund investments. Also responsible for ongoing portfolio monitoring, exiting fund investments and, jointly with Conning, for fund structuring and investor relations.TCW will appoint all voting Members of Investment Committee.

TCW(Investment Manager)

Fund HighlightsMarket OpportunityPrincipals & PerformanceInvestment StrategyInvestment ProcessCase StudiesFund Terms

Page 5: European Clean Energy Fund United Nations ECE · Target Region Europe, including Central and Eastern Europe (CEE) ... Carbon Experience Swiss Re’s carbon team is an acknowledged

4

C O N N IN G

Placement Agent

Investment Manager

Carbon Advisor

Why Invest in ECEF?

.

Market Opportunity High demand for clean energy in Europe due to improved project economics, power market deregulation, technology advances, climate change concerns, deepened political commitment to clean energy and passage of the Kyoto Protocol

Sector Expertise TCW has invested $1.2 billion over the past 18 years in 61 clean energy projects utilizing 12 separate clean energy technologies

Attractive Returns TCW has a successful, 23-year track record in energy and infrastructure investing that has been audited since inception. Inception-to-date returns on realized clean energysenior, mezzanine, equity and other investments is approximately 16.2% (1)

Mezzanine Expertise (2) $3.0 billion mezzanine and equity energy and infrastructure project investments in 137 transactions over the past 23 years

Carbon Experience Swiss Re’s carbon team is an acknowledged market leader in providing advanced risk management and trading skills

Strong Partners Combination of TCW, Swiss Re and Conning provides ECEF with extensive resources

(1) Dollar weighted gross return. Net returns are lower. See footnote 1) on page 8.

(2) Mezzanine definition based on return objective and risk, not structure.

Fund HighlightsMarket OpportunityPrincipals & PerformanceInvestment StrategyInvestment ProcessCase StudiesFund Terms

Page 6: European Clean Energy Fund United Nations ECE · Target Region Europe, including Central and Eastern Europe (CEE) ... Carbon Experience Swiss Re’s carbon team is an acknowledged

5

C O N N IN G

Placement Agent

Investment Manager

Carbon Advisor

European Clean Energy MarketStrong Growth Expected

The EU goal is to draw 21.0% of EU-25electricity consumption from renewables by 2010*

Cumulative capital requirements to meet EU 2010 renewable energy generation targets to 2010 are estimated to be €155 bn**

EU market liberalisation is opening the door for smaller developers and operators

Technology advances and improved economies of scale are making clean energy economics more competitive

Political and economic conditions have created stable investment opportunities throughout Europe

Sustained high fossil fuel prices combined with climate change fears and passage of the Kyoto Protocol enhance the demand for clean energy overall and make Central and Eastern Europe project economics more attractive

EU Targets for % of Electricity Consumption Met by Renewables by 2010 are Aggressive*

* Source: EUROSTAT** Source: European Renewable Energy Council

Fund HighlightsMarket OpportunityPrincipals & PerformanceInvestment StrategyInvestment ProcessCase StudiesFund Terms

0

10

20

30

40

50

60

70

Sweden

Portugal

Denmark Ita

lySpain

EU-15 pre-

2004

France

EU-25Germ

any

Czech

Rep

ublic

The Neth

erlan

ds

United K

ingdomPolan

dHungary

Perc

enta

ge o

f Ele

ctric

ity C

onsu

mpt

ion

from

Ren

ewab

les

20022010 targets

Page 7: European Clean Energy Fund United Nations ECE · Target Region Europe, including Central and Eastern Europe (CEE) ... Carbon Experience Swiss Re’s carbon team is an acknowledged

6

C O N N IN G

Placement Agent

Investment Manager

Carbon Advisor

Overview of TCW*

Fitch-AMR, the international ratings agency for asset managers, has confirmed an AM2+ asset manager rating for SGAM (which includes London, Los Angeles, Paris, Singapore and Tokyo-based activities)

Global presence: combined with SG Asset Management, TCW offers strategies which invest in major world equity, fixed income and alternative investment markets

Established in 1971 in Los Angeles, California

$120 billion under management or committed to management

Over 1,600 institutional and private clients

Over 32,000 retail accounts

TCW staff of over 600 individuals, including more than 345 investment and administrative professionals

TCW Group, Inc. is an indirect subsidiary of Société Générale, S.A., and a member of the SG Asset Management (SGAM) division

* as of 30 September 2005

Fund HighlightsMarket OpportunityPrincipals & PerformanceInvestment StrategyInvestment ProcessCase StudiesFund Terms

Page 8: European Clean Energy Fund United Nations ECE · Target Region Europe, including Central and Eastern Europe (CEE) ... Carbon Experience Swiss Re’s carbon team is an acknowledged

7

C O N N IN G

Placement Agent

Investment Manager

Carbon Advisor

TCW Energy & Infrastructure Group

*As of 30 September 2005

Experience

– Twelve funds raised with over $6.1 billion in commitments*

– 23-year track record of successful energy and infrastructure project investing

– Record built on fundamental bottom-up credit and cash flow analysis, extensive due diligence, and active portfolio management

– Global investment experience including investments in eighteen countries on six continents

– Funds audited by Deloitte & Touche USA LLP

Leader in energy and infrastructure project financing

– Energy and Infrastructure Group has funded over 170 investments totaling approximately $3.9 billion, leveraging over $25.4 billion in total capital

– Cogeneration Fund, a $724 million fund focused on power investments

– Energy Funds X, a $734 million fund, focused on energy in North America, Western Europe and Australia

– Global Project Fund II (GPF II), a leveraged $700 million high-yield project fund investing in global energy and infrastructure projects

– Global Project Fund III (GPF III), a leveraged $1.5 billion senior project fund investing in global energy and infrastructure projects

Fund HighlightsMarket OpportunityPrincipals & PerformanceInvestment StrategyInvestment ProcessCase StudiesFund Terms

Page 9: European Clean Energy Fund United Nations ECE · Target Region Europe, including Central and Eastern Europe (CEE) ... Carbon Experience Swiss Re’s carbon team is an acknowledged

8

C O N N IN G

Placement Agent

Investment Manager

Carbon Advisor

TCW Energy & Infrastructure Group Historical Performance(1)

1) The IRR calculations are made on the basis of the actual timing of investment inflows and outflows, aggregated at least monthly, and the return is annualized. An IRR is a function of the length of time from the initial investment to the time when the investment is ultimately Realised (as defined herein) and, for a given dollar amount realised, the IRR will decrease as the investment holding period increases. Unless otherwise indicated, the IRR values in this Memorandum presentation are gross IRR calculations. The gross IRR calculation measures investment-level returns and does not reflect the deduction of fees charged by any fund's general partner, expenses incurred by a fund, the general partner's carried interest or timing differentials between investor cash flows and investment cash flows. The net IRR for an investor in a fund will be reduced by the annual management fee and by any other expenses that are incurred in the management of the fund. For example, if a fund achieves a gross IRR of 25.0% on its investments over its ten-year life, the net IRR for investors would be approximately 19% after taking into account the management fee (2%) and the general partner's carried interest (20%) and making certain assumptions on the timing and realization of investments. Other expenses of a fund would further reduce the investors' rate of return. The difference between gross IRR and net IRR is typically large early in the life of a fund and narrows over time. This is attributable to the fact that when a fund is in its initial ramp-up mode, one-time costs such as initial fund organizational expenses and ongoing expenses such as management fees (which are calculated on aggregate fund commitments), auditing, etc., have an exaggerated impact on net returns due to the early nature ofthe fund in terms of capital deployed and short holding period as they relate to the absorption of these expenses. Gross IRR and net IRR typically experience a normal convergence pattern over a fund's life as the fund completes its ramp-up and the portfolio matures. There is no guarantee that the Fund will achieve these or any other particular level of returns. Investments are classified as “Realised” when there has been a final disposition of the investment and the fund has no further rights or obligations with respect to such investment. Past performance is no guarantee of future results.

2) Net internal rate-of-return since inception after fees and expenses. These IRR calculations are made on the basis of the actual timing of investment inflows and outflows upon realisation, aggregated at least monthly, and the return is annualised.

3) The Cogeneration Fund is comprised of assets which have been managed on a separate account basis for 18 years. The IRR reflects only assets which have been realized by the Cogeneration Fund. The Cogeneration Fund currently holds substantial assets which have not been realized, as the proceeds of dispositions of assets are generally reinvested. The final return may vary as the Cogeneration Fund realizes gains or losses on the unrealized portion of investments currently held if and when they are sold or repaid.

4) Fund with leverage.5) The IRR since inception was computed on the basis of the actual cash distributions received by the investors and assuming periodic capital contributions were made by the investors. In fact, since no

committed capital was contributed to the fund by the investors, the actual IRR is infinite.6) This fund has not matured and therefore no final IRR can be calculated.7) Included in the total is a $100 million Separate Account which is invested in conjunction with several of the above funds.

Amount of Committed Capital

Year of Inception Net IRR (1)(2)

1. Fund I $100,000,000 1982 2%2. Funds II $300,000,000 1986 10%3. Cogeneration Fund $724,000,000 1987 13%4. Oil & Gas Equity Fund $68,000,000 1988 32%5. Funds III $208,000,000 1989 14%6. Funds IV $308,000,000 1993 9%7. Fund V $600,000,000 1994 17%8. Funds VI $278,000,000 1997 14%9. GPF I (4) $500,000,000 2001 25% (5)

10. Funds X $734,000,000 2003 N/A (6)11. GPF II (4) $700,000,000 2004 N/A (6)12. GPF III (4) $1,534,000,000 2005 N/A (6)

TOTAL $6,154,000,000 (7)

Fund HighlightsMarket OpportunityPrincipals & PerformanceInvestment StrategyInvestment ProcessCase StudiesFund Terms

(3)

Page 10: European Clean Energy Fund United Nations ECE · Target Region Europe, including Central and Eastern Europe (CEE) ... Carbon Experience Swiss Re’s carbon team is an acknowledged

9

C O N N IN G

Placement Agent

Investment Manager

Carbon Advisor

TCW Energy & Infrastructure Group Clean Energy Investments

TCW has made 61 clean energy investments, totaling $1.2 billion over the last 18 years

Technology distribution of these investments (dollar weighted percentages) is as follows:

Fund HighlightsMarket OpportunityPrincipals & PerformanceInvestment StrategyInvestment ProcessCase StudiesFund Terms

Cogeneration30%

Combined-Cycle34%

Hydro4%

Wind3%

Biomass3%

Waste-to-Energy2%

Waste Fuel9%

Geothermal1%

Biofuel5%

Solar2%

District Energy2%

Clean Coal5%

Page 11: European Clean Energy Fund United Nations ECE · Target Region Europe, including Central and Eastern Europe (CEE) ... Carbon Experience Swiss Re’s carbon team is an acknowledged

10

C O N N IN G

Placement Agent

Investment Manager

Carbon Advisor

Overview of Swiss Re

Swiss Re is one of the world’s leading reinsurers

– World’s largest life and health reinsurer

– Top position in the property and casualty market, extensive risk-industry related financial services products

70 offices in more than 30 countries

Swiss Re is rated "AA" by Standard & Poor’s, "Aa2" by Moody’s and "A+" by AM Best

2004 net income of €1.6 billion from revenues of €23.4 billion

Direct insurer to Fortune 2000 clients

Engineering and technology expertise in power generation and energy, including clean energy

Extensive experience in developing the emission and greenhouse gas market

Fund HighlightsMarket OpportunityPrincipals & PerformanceInvestment StrategyInvestment ProcessCase StudiesFund Terms

Page 12: European Clean Energy Fund United Nations ECE · Target Region Europe, including Central and Eastern Europe (CEE) ... Carbon Experience Swiss Re’s carbon team is an acknowledged

11

C O N N IN G

Placement Agent

Investment Manager

Carbon Advisor

Swiss Re Environmental & Commodity Markets Group

Dedicated commercially oriented business unit

– One of the first major financial institutions to form a specialized carbon markets unit

– Seven full-time employees in group (Zurich and New York); three focused on carbon

Mandate to grow Swiss Re’s environmental markets business

– Carbon finance advisory and market development

– Traded and structured carbon market services

– Established weather markets presence

A leading voice in the industry

– High profile with regulators, media, market participants

– Extensive network within clean energy/carbon industry worldwide

Fund HighlightsMarket OpportunityPrincipals & PerformanceInvestment StrategyInvestment ProcessCase StudiesFund Terms

Page 13: European Clean Energy Fund United Nations ECE · Target Region Europe, including Central and Eastern Europe (CEE) ... Carbon Experience Swiss Re’s carbon team is an acknowledged

12

C O N N IN G

Placement Agent

Investment Manager

Carbon Advisor

Overview of Conning

* As of 30 September 2005

† Includes CAM’s U.S. and Dublin Investment Centers

Total Assets Under Contract $96.6 Billion†*

Conning founded in 1912

Headquartered in Hartford, Connecticut. Offices in London and Dublin

A wholly-owned subsidiary of Swiss Re since2001

Conning Asset Management (“CAM”) has 61investment professionals and 168 employees with more than 100 institutional clients*

CAM provides investment advisory, portfolio management and investment accounting & reporting services

Inves tm ent Accounting &

Reporting$31.7

As s ets under Managem ent

$51.0

As s ets under Advis em ent

$13.9

Fund HighlightsMarket OpportunityPrincipals & PerformanceInvestment StrategyInvestment ProcessCase StudiesFund Terms

Page 14: European Clean Energy Fund United Nations ECE · Target Region Europe, including Central and Eastern Europe (CEE) ... Carbon Experience Swiss Re’s carbon team is an acknowledged

13

C O N N IN G

Placement Agent

Investment Manager

Carbon Advisor

Investment Strategy

A disciplined, diligent approach to clean energy power project investing seeking to achieve desired returns with minimal losses

Traditional project finance modelCombined top-down market understanding and strategy with bottom-up due diligence and financial analysis

Economic rationale and merits of projectEconomic and contractual environment in host countryLow cost producer

Track record of successful operating historyReliable equipment warrantySingle point of responsibility for Engineering, Procurement & Construction (EPC wrap)

Investment philosophy

Top-down and bottom-up approach

Focus on strong economics

Avoidance of technology risk

Fund HighlightsMarket OpportunityPrincipals & PerformanceInvestment StrategyInvestment ProcessCase StudiesFund Terms

Page 15: European Clean Energy Fund United Nations ECE · Target Region Europe, including Central and Eastern Europe (CEE) ... Carbon Experience Swiss Re’s carbon team is an acknowledged

14

C O N N IN G

Placement Agent

Investment Manager

Carbon Advisor

Investment Strategy

.

Investment type Make mezzanine and equity investments in clean energy projects, typically structured as self-liquidating with equity kickers such as cash flow participation, warrants or equity options providing enhanced returns

Disciplined style Apply TCW’s proven investment process to source and close attractive risk-adjusted investments

Project status Favour projects with creditworthy Power Purchase Agreements (PPAs) in place or similar dependable income streams

Capital preservation Minimize losses through technical expertise, due diligence, and rigorous monitoring of all projects

Target locations Seek projects with low technology risk in European countries with sufficiently mature legal and political conditions in clean energy sector

Carbon credits Seek to capture additional value through the generation and sale of carbon credits where possible

Fund HighlightsMarket OpportunityPrincipals & PerformanceInvestment StrategyInvestment ProcessCase StudiesFund Terms

Page 16: European Clean Energy Fund United Nations ECE · Target Region Europe, including Central and Eastern Europe (CEE) ... Carbon Experience Swiss Re’s carbon team is an acknowledged

15

C O N N IN G

Placement Agent

Investment Manager

Carbon Advisor

ECEF Investment Process Overview

Fund HighlightsMarket OpportunityPrincipals & PerformanceInvestment StrategyInvestment ProcessCase StudiesFund Terms

InvestmentOpportunity

Conforms toFund

Guidelines

ProjectEconomic

Review

Structure &Pricing

ExternalTechnicalReview

ActivePortfolio

Management

ContinuedDue

Diligence

InvestmentApprovals

LegalDocumentand Close

No

No

NotAccepted

TechnicalBust

Carbon/REC Asset Evaluation

Carbon/REC Technical Analysis

Failed DueDiligence

Page 17: European Clean Energy Fund United Nations ECE · Target Region Europe, including Central and Eastern Europe (CEE) ... Carbon Experience Swiss Re’s carbon team is an acknowledged

16

C O N N IN G

Placement Agent

Investment Manager

Carbon Advisor

Carbon Finance to be Integrated Into the Investment Process

Global carbon market forecasted to range from $10 billion to over $1 trillion by 2010*

Kyoto target shortfalls could increase demand dramatically

The Fund may acquire project companies that hold or expect to hold carbon credits and/or RECs. In any such cases:

– Candidate projects would be assessed for availability of carbon credits during the screening and due diligence process

– ECEF would seek to negotiate the rights to receive carbon credits as part of overall investment decision

– Additional ‘carbon cash flow’ from sale of credits by project companies may enhance overall deal economics

– ECEF may provide technical and managerial assistance to project developers during creation of carbon credit

Kyoto Shortfall to Boost Demand for Credits*

0 500 1000 1500 2000 2500

Western Europe

Japan

Canada

Overall Predicted Kyoto ShortfallCurrent Total Credit DemandUnaccounted for Kyoto "Gap"

Mt CO2e

* Source: Point Carbon

Fund HighlightsMarket OpportunityPrincipals & PerformanceInvestment StrategyInvestment ProcessCase StudiesFund Terms

Page 18: European Clean Energy Fund United Nations ECE · Target Region Europe, including Central and Eastern Europe (CEE) ... Carbon Experience Swiss Re’s carbon team is an acknowledged

17

C O N N IN G

Placement Agent

Investment Manager

Carbon Advisor

ECEF: UN Accredited Investment Vehicle

Fund HighlightsMarket OpportunityPrincipals & PerformanceInvestment StrategyInvestment ProcessCase StudiesFund Terms

Awarded mandate by the United Nations Economic Commission for Europe (UNECE) under the Energy Efficiency 21 project (EE 21)

Qualifies the Fund as an accredited investment vehicle under EE 21 within the UN system

Eligible to participate in UNECE EE 21 project financing initiatives

Eligible to receive UNECE EE 21 grant money for the KyotoProtocol and climate change related projects under the EE 21 initiative

Page 19: European Clean Energy Fund United Nations ECE · Target Region Europe, including Central and Eastern Europe (CEE) ... Carbon Experience Swiss Re’s carbon team is an acknowledged

18

C O N N IN G

Placement Agent

Investment Manager

Carbon Advisor

Case Study – Wind Energy

Investment SummaryIssuer WindCo.Committed Investment $9,000,000Initial Funding Date 28 June 1995Outstanding at 30/09/05 $0

Sector PowerProject Location USRanking SeniorFinal Maturity 24 January 2003Average Life 4.9 years

Interest Rate 13.3%Equity Kicker Warrants in parent

BackgroundOn 28 June 1995 TCW executed the initial funding of a $9 million purchase of a 13.25% Senior Note due 2003 issued by WindCo. and a warrant to purchase shares of WindCo. The proceeds were used to fund an ongoing project and wind turbine generator development efforts. The loan was paid through distributions from WindCo.’s interest in three operating projects and was secured by a lien on its equity interest in two of these projects and by a cash flow lien supported by a limited parent guarantee for the third project. All three projects sell power under long-term agreements to Southern California Edison. WindCo. was subsequently sold, at which time the warrants were purchased as well.

Current Status - RepaidThe Note was repaid on schedule in January 2003.

There can be no assurances that the Fund will make similar investment or that the Fund will be as profitable or profitable at all. This case study is included solely to illustrate types of structures used by prior funds. Structures used by the Fund in European jurisdictions may differ based on tax and regulatory requirements applicable to the investments of the Fund.

Fund HighlightsMarket OpportunityPrincipals & PerformanceInvestment StrategyInvestment ProcessCase StudiesFund Terms

© EWEA/WINTER

Page 20: European Clean Energy Fund United Nations ECE · Target Region Europe, including Central and Eastern Europe (CEE) ... Carbon Experience Swiss Re’s carbon team is an acknowledged

19

C O N N IN G

Placement Agent

Investment Manager

Carbon Advisor

Case Study – Cogeneration

Investment SummaryIssuer Cogen CompanyCommitted Investment $20,000,000Initial Funding Date 20 October 1998Outstanding at 30/09/05 $0

Sector PowerProject Location USRanking SubordinatedFinal Maturity 6 June 2002Average Life 2.8 years

Interest Rate 10.0%Equity Kicker 50% of cash flow

BackgroundOn 20 October 1998, TCW invested $20.0 million in Cogen Company LLC in connection with the acquisition of minority interest partnership interests. The proceeds were used to finance the purchase of an interest in a 187 MW gas-fired cogeneration plant in New York. The Project incorporates conventional and commercially proven technology including three dual fired (natural gas or fuel oil) General Electric Frame 6 combustion turbines, a HRSG, and a GE steam turbine. The project sold electricity to New York State Electric & Gas and steam to General Motors under long-term contracts. This loan was fully repaid on 6 June 2002.

Current Status - RepaidIn connection with an acquisition of additional interests to the Cogen project, the Cogen Company note was prepaid with a prepayment premium.

There can be no assurances that the Fund will make similar investment or that the Fund will be as profitable or profitable at all. This case study is included solely to illustrate types of structures used by prior funds. Structures used by the Fund in European jurisdictions may differ based on tax and regulatory requirements applicable to the investments of the Fund.

Fund HighlightsMarket OpportunityPrincipals & PerformanceInvestment StrategyInvestment ProcessCase StudiesFund Terms

Page 21: European Clean Energy Fund United Nations ECE · Target Region Europe, including Central and Eastern Europe (CEE) ... Carbon Experience Swiss Re’s carbon team is an acknowledged

20

C O N N IN G

Placement Agent

Investment Manager

Carbon Advisor

Case Study – Biomass

BackgroundOn 30 November 1990, TCW invested $7.0 million in a floating rate (fixed at 13.9% post construction) construction loan to Biomass Co. secured by a 2nd lien on all the assets. The proceeds of the funding were used for the construction of a 47 megawatt biomass-fired circulating fluidized bed small power production facility in California. The Project employed agricultural waste-to-fuel technology and sold power to Southern California Edison under a long-term power purchase agreement.

Current Status – RepaidThe Note was repaid in 1997 according to original amortization schedule.

There can be no assurances that the Fund will make similar investment or that the Fund will be as profitable or profitable at all. This case study is included solely to illustrate types of structures used by prior funds. Structures used by the Fund in European jurisdictions may differ based on tax and regulatory requirements applicable to the investments of the Fund.

Investment SummaryIssuer Biomass Co.Committed Investment $7,850,000Initial Funding Date 30 November 1990Outstanding at 30/09/05 $0

Sector PowerProject Location USRanking SubordinatedFinal Maturity 31 March 1997Average Life 4.0 years

Interest Rate 13.9% post constructionEquity Kicker None

Fund HighlightsMarket OpportunityPrincipals & PerformanceInvestment StrategyInvestment ProcessCase StudiesFund Terms

Page 22: European Clean Energy Fund United Nations ECE · Target Region Europe, including Central and Eastern Europe (CEE) ... Carbon Experience Swiss Re’s carbon team is an acknowledged

21

C O N N IN G

Placement Agent

Investment Manager

Carbon Advisor

Summary of Principal Terms

The summary is not final, is subject to change and will be qualified in its entirety by the confidential offering memorandum of the Fund.

Partnership A European-based fund that invests in clean energy projects in Europe, including Central and Eastern Europe

Target Fund Size €250 million to €400 million with an initial close above €100 million

Structure of Funds English limited partnership with one or more feeder or parallel vehicles to the extent necessary

Commitments Swiss Re intends to commit lesser of 10% of committed capital or €20 million; TCW or an affiliate intends to commit €5 million

General Partner A special purpose vehicle jointly owned by TCW and Conning

Term Ten years, with two one-year renewal options

Investment Period Four years from Final Closing

Target Initial Closing 1st Quarter 2006

Takedown of Capital Capital will be drawn down on a minimum of ten business days’ notice. After the Investment Period, up to 15% of capital commitments will remain available for follow-on investments

Fund HighlightsMarket OpportunityPrincipals & PerformanceInvestment StrategyInvestment ProcessCase StudiesFund Terms

Page 23: European Clean Energy Fund United Nations ECE · Target Region Europe, including Central and Eastern Europe (CEE) ... Carbon Experience Swiss Re’s carbon team is an acknowledged

22

C O N N IN G

Placement Agent

Investment Manager

Carbon Advisor

Target Projects Projects in Europe that are environmentally beneficial and/or generate carbon credits and/or tradable renewable energy certificates. Examples include wind energy, solar energy, hydro-electric, biomass, cogeneration, combined-cycle, fuel switching, geothermal, clean coal, waste-to-energy, district heating and electric, waste fuel, combined heat & power (CHP), efficiency retrofit and related projects and companies

Investment Committee TCW Investment Committee formed with 6 members, 4 voting members from TCW and one non-voting representative from each of Conning and Swiss Re Environmental & Commodity Markets Group

Investors’ Committee Made up of significant Fund investors, including Swiss Re, to resolve potential conflicts of interest

Management Fee 2% of committed capital during investment period and 2% onpar value of outstanding investments following the investment period

Preferred Return 7% (no catch-up)

Performance Fee 20%

Fee Income The Fund will retain 80% of all ancillary fees (including but not limited to up-front fees, directors’ fees, monitoring fees and breakup fees on approved investments)

Fund Counsel O’Melveny & Myers, LLP

Summary of Principal Terms (Cont.)

Fund HighlightsMarket OpportunityPrincipals & PerformanceInvestment StrategyInvestment ProcessCase StudiesFund Terms

The summary is not final, is subject to change and will be qualified in its entirety by the confidential offering memorandum of the Fund.

Page 24: European Clean Energy Fund United Nations ECE · Target Region Europe, including Central and Eastern Europe (CEE) ... Carbon Experience Swiss Re’s carbon team is an acknowledged

Appendices

Page 25: European Clean Energy Fund United Nations ECE · Target Region Europe, including Central and Eastern Europe (CEE) ... Carbon Experience Swiss Re’s carbon team is an acknowledged

24

C O N N IN G

Placement Agent

Investment Manager

Carbon Advisor

TCW Energy & Infrastructure Group (EIG) Organization

Arthur CarlsonChairman

R. Blair ThomasCOO

Oil & GasKurt Talbot*

Managing Director

AdministrationPhil Abejar

Senior Vice President

Origination & Analysis

SVP VP AVPKevin Corrigan Brian Gilmore Elena IppolitovaPatrick Hickey* Anna Lapinska Richard PunchesCurt Taylor* Brian O’Connor

Bill Van Herwarde** Engineer Andy Zhmurovsky

AVPRenee Davidovits

AnalystSarah Koulanjian

MellonClient & Fund

Reporting

Deloitte & ToucheAuditor

PowerBrian Daly*

Managing Director

Structured FundsRandall Wade

Senior Vice President

Page 26: European Clean Energy Fund United Nations ECE · Target Region Europe, including Central and Eastern Europe (CEE) ... Carbon Experience Swiss Re’s carbon team is an acknowledged

25

C O N N IN G

Placement Agent

Investment Manager

Carbon Advisor

Arthur R. CarlsonGroup Managing Director and Chairman, TCW Energy & Infrastructure Group. Mr. Carlson joined TCW in 1982, to establish the TCW Energy and Infrastructure Group and currently serves as Chairman of the Group. Prior to joining TCW, Mr. Carlson was Chief Administrative Officer of capital markets for Prudential Life Insurance Company. His prior responsibilities included serving as a Senior Credit Officer, and Portfolio Manager for domestic and international energy, infrastructure and project finance investments. He is a member of the Board of Tidewater Inc. (NYSE: TDW) and TAMCO. Mr. Carlson is a graduate of the University of Minnesota where he received a B.S. in Business and completed studies for an M.S. in Finance. Subsequently, he continued work toward a Ph.D. in Finance at the University of Michigan.

R. Blair Thomas Managing Director and Chief Operating Officer of TCW EIG. Prior to joining TCW in 1998, Mr. Thomas was a Senior Officer in the Private Sector Department of the Inter-American Development Bank where he was involved in all aspects of structuring and negotiating project financing transactions. Prior to joining the Inter-American Development Bank, Mr. Thomas was a project financing attorney at the law firm of Brown & Wood in New York. He is a member of the Board of Directors of several portfolio companies including companies in the UK and Norway. Mr. Thomas has a B.A. from the University of Virginia, a J.D. from New York Law School and an L.L.M. from Georgetown University Law Center.

Brian J. DalyManaging Director and Senior Portfolio Manager of the TCW Cogeneration and Infrastructure Fund. Prior to joining TCW in 1992, Mr. Daly was a Project Manager with Axel Johnson Energy, Inc. where he was responsible for the firm’s investment in and fuel supply activities with unregulated power generation projects. Prior to that, he worked for Long Island Lighting Co. as an engineer where he negotiated power supply contracts with non-utility generators. Mr. Daly received his B.S. in Mechanical Engineering from Rensselaer Polytechnic Institute and M.B.A. in Finance from Baruch College.

Kurt A. TalbotManaging Director. Mr. Talbot was with TCW previously from 1990 until 2003 when he joined Goldman Sachs as head of their new Houston E&P Capital energy investment team. He rejoined TCW in 2005. Prior to joining TCW in 1990 Mr. Talbot was a Senior Petroleum Engineer and Commercial Analyst in Houston and London for Trafalgar House Oil and Gas. He received a B.S. in Petroleum Engineering from Louisiana State University and an MBA from Texas A&M University. He is a Registered Professional Engineer in the state of Texas.

Randall S. WadeSenior Vice President. Prior to joining TCW in 1996, Mr. Wade was a Commercial Lending Officer for First Interstate Bank of Texas where he was responsible for developing a middle market loan portfolio. Mr. Wade received his B.A. in Economics and his B.B.A. in Finance from the University of Texas at Austin.

TCW’s Energy & Infrastructure Group Team

Page 27: European Clean Energy Fund United Nations ECE · Target Region Europe, including Central and Eastern Europe (CEE) ... Carbon Experience Swiss Re’s carbon team is an acknowledged

26

C O N N IN G

Placement Agent

Investment Manager

Carbon Advisor

Swiss Re’s Carbon Markets Team

Martin WhittakerA Senior Vice President at Swiss Re Financial Services Corp. (New York), Dr. Whittaker focuses on investment and risk management products in the clean energy and carbon markets. Previous to this he was Managing Director with Innovest Strategic Value Advisors, Inc. He is also an Adjunct Professor at the University of Toronto where he taught environmental finance. He holds a Ph.D. from the University of Edinburgh, an MBA in international finance from the University of London, as well as Bachelor's and Master of Science degrees from, respectively, the University of St. Andrew's and McGill University, Montreal.

Wolfgang OrtloffVice President, Specialties. Mr. Ortloff has been with Swiss Re since 1998 where he spent 4 years in property underwriting, i.e. structuring and pricing reinsurance contracts. Mr. Ortloff received his diploma in forestry sciences from the University of Freiburg in Germany. He then joined the Swiss Federal Institute for Forest, Snow and Landscape Research as the scientific assistant to the director. He also holds a masters degree in Environmental Management from EAEME (European Association for Environmental Management Education).

Ben LashkariDr. Lashkari is a Senior Vice President in the Specialties unit of Swiss Re Financial Services Corporation (New York). Dr. Lashkari is responsible for strategy and new products development within the Power and Technology Industry Practice. Prior to this, Dr. Lashkari was a Senior Vice President in the Credit Solutions and Asset Re units of Swiss Re New Markets (SRNM). Dr. Lashkari has more than twenty years of experience in capital markets, risk management and insurance/reinsurance. Dr. Lashkari holds a Ph.D. from Stanford University.

Additional Advisory

Christopher T. WalkerManaging Director and member of Swiss Re’s Group Sustainability Management. An attorney, Mr. Walker, is a member of the California Climate Change Advisory Commission, Environmental Entrepreneurs (E2), on the board of advisors for The Climate Group, the Global Development Bonds initiative of the UN Foundation. Mr. Walker received his BA in Government from St. John's University, and is also a graduate of the St. John's School of Law. Before joining Swiss Re in 1996, he practiced law in New York and New Jersey.

Page 28: European Clean Energy Fund United Nations ECE · Target Region Europe, including Central and Eastern Europe (CEE) ... Carbon Experience Swiss Re’s carbon team is an acknowledged

27

C O N N IN G

Placement Agent

Investment Manager

Carbon Advisor

Conning Team

Walter J. Blasberg, CFA, is Managing Director and Head of Client Business Development at Conning Asset Management and President of Conning’s broker-dealer, Conning Research and Consulting. Prior to joining Conning in 1999, Mr. Blasberg was a Managing Director of TCW, President of TCW Insurance Advisors and Head of TCW Investment Grade Fixed Income. Conning acquired TCW Insurance Advisors in 1999. Mr. Blasberg was with Continental Asset Management for 21 years prior to the firm being acquired by TCW in 1995. He was named President of Continental Asset Management in 1989 and became its Chief Executive Officer in 1994. Also in 1994, he was appointed Chief Investment Officer of Continental Corporation. Mr. Blasberg is a graduate of the University of Vermont with a BA in Political Science.

Alan Hickey is a Managing Director and head of Conning Asset Management’s European operations in Dublin and London which covers all aspects of both companies operations. Mr. Hickey has worked with Conning/Swiss Re since 1996. Mr. Hickey has worked for the last 18 years in insurance and reinsurance including responsibilities within accounting, treasury and corporate finance but mainly having direct responsibility for managing European equity and fixed income portfolios. Mr. Hickey is a graduate of Dublin City University, a management accountant, a corporate treasurer and an alumnus of the London Business School Investment Management Program.

Tony Maximchuk, CFA, is a Managing Director and Client Relationship Manager at Conning Asset Management Limited where he is responsible for the development of prospect clients and the subsequent management of client relationships for the U.K., Nordic Region, the Netherlands and Ireland. Mr. Maximchuk has 16 years of financial market experience and prior to joining Swiss Re Asset Management in 1999, Mr. Maximchuk was employed in investment banking, working in institutional bond sales to central banks, government agencies and investment management companies. Mr. Maximchuk earned his MBA from Durham University.

Markus van der Burg is a Client Relationship Manager at Conning Asset Management Limited where he is responsible for developing prospective clients and the subsequent management of client relationships in the Netherlands and Nordic Countries. Prior to joining Conning Asset Management Limited, Mr. van der Burg worked as an independent equity investor for three years in Denmark and London after a ten-year investment banking career for the London Branch of a major Austrian bank; most recently investing in securities, especially mezzanine tranches of asset backed securities. Mr. van der Burg earned his MBA with distinction from the London Business School.

Page 29: European Clean Energy Fund United Nations ECE · Target Region Europe, including Central and Eastern Europe (CEE) ... Carbon Experience Swiss Re’s carbon team is an acknowledged

28

C O N N IN G

Placement Agent

Investment Manager

Carbon Advisor

TCW Energy & Infrastructure GroupInvestment Record – Debt Investments

(1) Past performance is no assurance of future results. IRR’s shown for fully realized investments only.

SectorEnvironmental

Status Amount Invested Total Deal Size Date Funded Status LocationIRR as of 9/30/05(1)

Oil & Gas $25,000,000 $25,000,000 Apr-84 Default US LossOil & Gas $25,000,000 $25,000,000 Jun-84 Repaid US 17%Oil & Gas $20,000,000 $20,000,000 Jun-84 Default US LossOil & Gas $10,000,000 $10,000,000 Jul-84 Repaid US 21%Oil & Gas $20,000,000 $20,000,000 Jul-84 Repaid US 8%Oil & Gas $9,045,000 $9,045,000 Sep-87 Repaid Canada 14%Oil & Gas $19,950,000 $19,950,000 Sep-87 Repaid US 0%Oil & Gas $10,615,000 $10,615,000 Dec-87 Repaid US 6%Oil & Gas $11,500,000 $11,500,000 Jan-88 Repaid US 7%Oil & Gas $18,371,099 $18,371,099 Feb-88 Repaid US 17%Oil & Gas $18,371,099 $18,371,099 Feb-88 Repaid US 17%

Power Biomass $20,000,000 $100,000,000 Mar-88 Repaid US 13%Oil & Gas $250,000 $250,000 Mar-88 Repaid US 46%Oil & Gas $40,000,000 $40,000,000 Apr-88 Repaid US 19%

Power Waste Fuel $19,900,000 $19,900,000 Jul-88 Repaid US 33%Oil & Gas $38,000,000 $38,000,000 Sep-88 Repaid US 16%

Power Geothermal $8,544,080 $95,700,000 Oct-88 Repaid US 3%Oil & Gas $20,000,000 $20,000,000 Dec-88 Repaid US 17%Oil & Gas $24,000,000 $24,000,000 Dec-88 Repaid US 6%Oil & Gas $15,000,000 $15,000,000 Dec-88 Repaid US 20%

Power Cogeneration $10,000,000 $100,000,000 Aug-89 Repaid US 17%Oil & Gas $4,148,000 $4,148,000 Aug-89 Repaid US 9%

Power Cogeneration $9,496,666 $34,700,000 Oct-89 Repaid US 7%Power Hydro $20,000,000 $20,000,000 Oct-89 Repaid US 9%

Oil & Gas $36,075,000 $36,075,000 Oct-89 Repaid US 17%Oil & Gas $15,500,000 $15,500,000 Dec-89 Repaid US 23%Oil & Gas $17,000,000 $17,000,000 Dec-89 Repaid US 14%Oil & Gas $5,900,000 $5,900,000 Jan-90 Repaid US 6%Oil & Gas $12,000,000 $149,000,000 May-90 Repaid US 17%

Power Solar $17,900,000 $17,900,000 Jul-90 Repaid US 8%Oil & Gas $10,800,000 $10,800,000 Aug-90 Repaid US 7%Oil & Gas $12,000,000 $12,000,000 Aug-90 Repaid US 18%

Power Biomass $7,850,000 $46,300,000 Nov-90 Repaid US 12%Power Cogeneration $10,500,000 $10,500,000 Nov-90 Repaid US 22%Power Cogeneration $14,148,103 $14,148,103 Nov-90 Repaid US 15%Power Solar $7,200,000 $12,000,000 Dec-90 Default US LossPower Cogeneration $6,459,750 $64,000,000 Feb-91 Repaid US 16%

Oil & Gas $14,000,000 $14,000,000 May-91 Repaid US 17%Oil & Gas $26,525,000 $26,525,000 Jun-91 Repaid US 16%

Page 30: European Clean Energy Fund United Nations ECE · Target Region Europe, including Central and Eastern Europe (CEE) ... Carbon Experience Swiss Re’s carbon team is an acknowledged

29

C O N N IN G

Placement Agent

Investment Manager

Carbon Advisor

TCW Energy & Infrastructure GroupInvestment Record – Debt Investments

(1) Past performance is no assurance of future results. IRR’s shown for fully realized investments only.

SectorEnvironmental

Status Amount Invested Total Deal Size Date Funded Status LocationIRR as of 9/30/05(1)

Power Waste Fuel $25,000,000 $27,800,000 Aug-91 Repaid US 13%Power Cogeneration $10,500,000 $12,000,000 Oct-91 Repaid US 23%

Oil & Gas $2,650,000 $2,650,000 Nov-91 Repaid US 9%Oil & Gas $24,200,000 $24,200,000 Dec-91 Repaid US 30%Oil & Gas $50,553,000 $50,553,000 Apr-92 Repaid US 15%Oil & Gas $10,000,000 $10,000,000 Oct-92 Repaid US 27%Oil & Gas $21,807,855 $21,807,855 Nov-92 Repaid US 15%

Power Waste Fuel $10,000,000 $10,000,000 Dec-92 Repaid US 15%Oil & Gas $10,000,000 $10,000,000 Dec-92 Repaid US 19%Oil & Gas $5,125,000 $5,125,000 Feb-93 Repaid E. Guinea 43%Oil & Gas $12,900,000 $12,900,000 Jul-93 Default US Loss

Power District Energy $10,067,500 $154,500,000 Oct-93 Repaid US 15%Oil & Gas $30,350,000 $30,350,000 Oct-93 Default US Loss

Power District Energy $12,000,000 $81,700,000 Nov-93 Repaid US 26%Oil & Gas $14,100,000 $14,100,000 Mar-94 Repaid US 17%Oil & Gas $15,168,379 $15,168,379 Apr-94 Repaid US 13%Oil & Gas $40,450,000 $40,450,000 Jun-94 Default Canada Loss

Power Cogeneration $20,000,000 $370,000,000 Nov-94 Repaid US 45%Oil & Gas $33,960,000 $33,960,000 Feb-95 Repaid US 42%Oil & Gas $49,500,000 $49,500,000 Mar-95 Repaid US 13%Oil & Gas $19,030,000 $19,030,000 May-95 Repaid US 24%

Power Wind $9,000,000 $103,400,000 Jun-95 Repaid US 14%Power $800,000 $1,100,000 Jun-95 Default US Loss

Oil & Gas $33,350,000 $33,350,000 Aug-95 Repaid US 20%Oil & Gas $25,000,000 $25,000,000 Nov-95 Repaid US 34%Oil & Gas $42,250,000 $42,250,000 Jan-96 Repaid US 18%

Power Waste-to-Energy $2,813,906 $193,100,000 Mar-96 Repaid US 10%Oil & Gas $24,230,000 $900,000,000 Mar-96 Repaid US 14%

Power Cogeneration $18,750,000 $20,000,000 Apr-96 Active US N/AOil & Gas $29,500,000 $29,500,000 Apr-96 Repaid US 26%Oil & Gas $34,950,000 $34,950,000 May-96 Repaid US 18%

Power Cogeneration $20,000,000 $490,000,000 Jul-96 Repaid US 13%O&G/Power Combined Cycle $78,000,000 $255,000,000 Jul-96 Repaid Peru 14%

Oil & Gas $9,400,000 $9,400,000 Sep-96 Repaid US 17%Oil & Gas $29,575,179 $29,575,179 Sep-96 Repaid US 25%Oil & Gas $27,000,000 $55,000,000 Nov-96 Repaid US 22%

Power Biomass $7,000,000 $8,000,000 Dec-96 Repaid US 12%Power Solar $2,725,600 $178,000,000 Jan-97 Repaid US 147%

Oil & Gas $20,000,000 $20,000,000 Apr-97 Repaid US 17%

Page 31: European Clean Energy Fund United Nations ECE · Target Region Europe, including Central and Eastern Europe (CEE) ... Carbon Experience Swiss Re’s carbon team is an acknowledged

30

C O N N IN G

Placement Agent

Investment Manager

Carbon Advisor

TCW Energy & Infrastructure GroupInvestment Record – Debt Investments

(1) Past performance is no assurance of future results. IRR’s shown for fully realized investments only.

SectorEnvironmental

Status Amount Invested Total Deal Size Date Funded Status LocationIRR as of 9/30/05(1)

Oil & Gas $70,000,000 $1,200,000,000 May-97 Repaid US 16%Power Waste Fuel $20,500,000 $110,000,000 Jul-97 Active US N/APower Waste Fuel $5,369,776 $113,200,000 Jul-97 Repaid US 15%

Oil & Gas $61,306,533 $266,000,000 Aug-97 Active US N/AOil & Gas $75,000,000 $75,000,000 Sep-97 Repaid US 29%Oil & Gas $26,130,000 $1,000,000,000 Oct-97 Repaid US 11%

Power $12,056,671 $30,000,000 Nov-97 Active Argentina N/APower $7,500,000 $7,500,000 Dec-97 Active Guatemala N/A

Oil & Gas $59,823,538 $59,823,538 Feb-98 Repaid US 17%Power Biomass $13,225,661 $13,225,661 Apr-98 Active US N/APower Wind $19,518,975 $19,568,975 Jun-98 Active US N/APower Biomass $2,000,000 $2,000,000 Jul-98 Repaid US 12%Power Cogeneration $20,000,000 $209,000,000 Oct-98 Repaid US 23%Power Waste-to-Energy $21,797,060 $135,000,000 Oct-98 Active US N/A

Oil & Gas $10,000,000 $10,000,000 Oct-98 Repaid US 19%Power Cogeneration $5,300,000 $20,000,000 Dec-98 Active US N/APower $51,000,000 $500,000,000 Dec-98 Repaid Brazil 18%Power Waste Fuel $9,600,000 $9,600,000 Aug-99 Active US N/APower Biomass $25,747,337 $25,747,337 Dec-99 Active US N/APower Combined Cycle $29,217,030 $400,000,000 Dec-99 Active US N/A

Oil & Gas $15,000,000 $385,000,000 Jan-00 Active US N/AOil & Gas $30,000,000 $240,000,000 Mar-00 Repaid US 17%

Power Combined Cycle $35,000,000 $257,000,000 Sep-00 Active US N/APower Clean Coal $17,000,000 $81,000,000 Nov-00 Repaid Guatemala 16%

Oil & Gas $21,250,000 $21,250,000 Nov-00 Active US N/AOil & Gas $22,000,000 $22,000,000 Feb-01 Repaid Australia 31%Oil & Gas $20,000,000 $20,000,000 Feb-01 Repaid US 18%

Power Biomass $20,553,000 $20,553,000 Aug-01 Active Canada N/AInfrastructure $20,240,498 $70,000,000 Sep-01 Repaid Colombia 19%

Oil & Gas $44,808,853 $44,808,853 Sep-01 Repaid US 22%Oil & Gas $9,304,268 $255,000,000 Apr-02 Active US N/A

Power Cogeneration $30,000,000 $209,000,000 May-02 Active US N/APower Cogeneration $35,656,120 $209,000,000 Jun-02 Active US N/APower Cogeneration $22,800,000 $22,800,000 Jun-02 Active US N/A

Oil & Gas $30,000,000 $30,000,000 Jul-02 Repaid US 19%Oil & Gas $30,000,000 $590,000,000 Aug-02 Active Bolivia N/AOil & Gas $10,000,000 $1,125,000,000 Sep-02 Repaid Mexico 11%

Power Cogeneration $10,500,000 $10,500,000 Nov-02 Active US N/AOil & Gas $53,500,000 $67,000,000 Nov-02 Default UK Loss

Page 32: European Clean Energy Fund United Nations ECE · Target Region Europe, including Central and Eastern Europe (CEE) ... Carbon Experience Swiss Re’s carbon team is an acknowledged

31

C O N N IN G

Placement Agent

Investment Manager

Carbon Advisor

TCW Energy & Infrastructure GroupInvestment Record – Debt Investments

(1) Past performance is no assurance of future results. IRR’s shown for fully realized investments only.

SectorEnvironmental

Status Amount Invested Total Deal Size Date Funded Status LocationIRR as of 9/30/05(1)

Power Combined Cycle $28,500,000 $297,000,000 Dec-02 Active Dom. Rep. N/AOil & Gas $12,000,000 $110,000,000 Dec-02 Repaid US 35%

Mining $14,821,429 $535,000,000 May-03 Active Peru N/AOil & Gas $28,000,000 $760,000,000 May-03 Repaid Brazil 9%Oil & Gas $36,000,000 $36,000,000 Nov-03 Active UK N/A

Power Coal $19,000,000 $19,000,000 Dec-03 Repaid US 22%Power Hydro $25,000,000 $320,000,000 Dec-03 Active Panama N/AMining $30,000,000 $480,000,000 Dec-03 Repaid Indonesia 13%

Oil & Gas $61,500,000 $61,500,000 Dec-03 Active UK N/APower Clean Coal $24,000,000 $120,000,000 May-04 Active Guatemala N/APower Combined Cycle $50,000,000 $50,000,000 Jun-04 Active US N/A

Oil & Gas $20,000,000 $20,000,000 Jul-04 Active US N/AOil & Gas $30,000,000 $30,000,000 Aug-04 Active US N/A

Power Cogeneration $28,500,000 $28,500,000 Sep-04 Active US N/Anfrastructure Biofuel $35,000,000 $50,000,000 Nov-04 Active US N/A

Power Cogeneration $28,599,136 $29,750,000 Dec-04 Active US N/AOil & Gas Biofuel $20,000,000 $20,000,000 Dec-04 Active US N/AOil & Gas $42,000,000 $250,000,000 Dec-04 Active Nigeria N/AOil & Gas $40,000,000 $40,000,000 Dec-04 Active US N/A

Power Waste Fuel $14,500,000 $14,500,000 Mar-05 Active US N/APower $70,000,000 $300,000,000 Mar-05 Active US N/APower Combined Cycle $10,121,651 $289,000,000 Jun-05 Active Mexico N/APower Combined Cycle $10,540,869 $295,500,000 Jun-05 Active Mexico N/APower Combined Cycle $38,220,384 $339,400,000 Jun-05 Active Mexico N/A

Oil & Gas $7,982,597 $1,125,000,000 Jun-05 Active Mexico N/AOil & Gas $60,000,000 $500,000,000 Jun-05 Active US N/AOil & Gas $53,000,000 $370,300,000 Jun-05 Active Mexico N/AOil & Gas $60,000,000 $2,500,000,000 Jun-05 Active US N/AOil & Gas $24,998,976 $275,000,000 Jun-05 Active Israel N/A

Steel $40,000,000 $550,000,000 Jun-05 Active Brazil N/ATransportation $24,800,000 $140,000,000 Jun-05 Active Panama N/A

Power Cogeneration $13,000,000 $13,000,000 Jul-05 Active US N/APower Cogeneration $20,500,000 $20,500,000 Jul-05 Active US N/AMining $30,000,000 $600,000,000 Jul-05 Active Indonesia N/APower Combined Cycle $108,000,000 $623,000,000 Aug-05 Active US N/A

Oil & Gas $30,000,000 $30,000,000 Aug-05 Active US N/AOil & Gas $42,000,000 $87,000,000 Sep-05 Active Colombia/Peru N/AOil & Gas $30,000,000 $500,000,000 Sep-05 Active US N/AOil & Gas $60,000,000 $1,100,000,000 Dec-04/Jun-05 Active Kazahkstan N/A

$3,816,045,578 $25,389,145,078

Page 33: European Clean Energy Fund United Nations ECE · Target Region Europe, including Central and Eastern Europe (CEE) ... Carbon Experience Swiss Re’s carbon team is an acknowledged

32

C O N N IN G

Placement Agent

Investment Manager

Carbon Advisor

TCW Energy & Infrastructure GroupInvestment Record – Equity Investments

(1) Past performance is no assurance of future results. IRR’s shown for fully realized investments only.

SectorEnvironmental

Status Amount Invested Total Deal Size Date Funded Status LocationIRR as of 9/30/05(1)

Oil & Gas $3,000,000 $3,000,000 Jan-89 Sold US LossOil & Gas $3,000,000 $3,000,000 Feb-89 Sold US 258%Oil & Gas $4,615,173 $4,615,173 Apr-89 Sold US LossOil & Gas $1,296,500 $1,296,500 Aug-89 Sold US Loss

Power Cogeneration $5,000,000 $5,000,000 Sep-89 Sold US 72%Oil & Gas $6,250,000 $6,250,000 Jan-91 Sold US 17%Oil & Gas $2,220,000 $2,220,000 Nov-92 Sold US 15%

Power Wind $5,250,000 $5,250,000 Dec-93 Sold US 41%Oil & Gas $6,000,000 $6,000,000 Jan-94 Sold US 56%Oil & Gas $15,000,000 $15,000,000 Jun-95 Sold US 73%Oil & Gas $10,000,000 $10,000,000 Dec-96 Sold US 15%Oil & Gas $25,000,000 $25,000,000 Dec-97 Sold US LossOil & Gas $20,000,000 $20,000,000 Apr-99 Sold US 40%Oil & Gas $2,540,000 $2,540,000 Dec-99 Sold US 38%Oil & Gas $2,500,000 $2,500,000 Aug-00 Sold US 35%Oil & Gas $2,362,500 $2,362,500 Oct-00 Sold US 19%

Total Equity $114,034,173 $114,034,173

Page 34: European Clean Energy Fund United Nations ECE · Target Region Europe, including Central and Eastern Europe (CEE) ... Carbon Experience Swiss Re’s carbon team is an acknowledged

33

C O N N IN G

Placement Agent

Investment Manager

Carbon Advisor

It is understood that this information is conveyed to you on the basis that you will not transmit or communicate information about the European Clean Energy Fund to any U.S. persons or, that you are operating on behalf of a U.S. office or U.S. persons or investing any U.S. funds. This information is highly confidential and is being provided to a limited number of sophisticated investors for informational purposes only and is not an offer to buy or sell or a solicitation of an offer to buy or sell interests in the European Clean Energy Fund, L.P. (the “Fund”). The information contained herein may not be reproduced or distributed.

If any such offer of interests in the Fund is made, it will be made only pursuant to a definitive Confidential Offering Memorandum (the “Memorandum”), which contains material information not contained herein and information that supersedes the information contained herein and will be furnished to qualified prospective investors at their request. Moreover, the terms of an investor’s interest in the Fund will be governed by the terms of an Agreement of Limited Partnership. Any decision to invest in such Fund should be made solely in reliance upon such Memorandum and such Agreement of Limited Partnership.

An investment in the Fund is speculative and involves significant risks, including the risk of loss of the entire investment. These risks include, but are not limited to the following: an investor may lose its entire investment; an investment in the Fund is a long term investment, the interests are illiquid and an investor may not be able to transfer its interest because of restrictions on transferability of interests; any potential return on an investor’s investment will be reduced by the Fund’s fees and expenses; an investor in default with respect to its obligation to Fund required capital contributions may expect to experience material adverse effects on its investment and the Fund may, in its discretion, cause a defaulting investor to share in the Fund’s future losses without being entitled to share in the Fund’s future profits; and a defaulting investor may lose the right to participate in any investments made after such investor’s default. Before deciding to invest in the Fund, prospective investors should pay particular attention to the investment considerations and conflicts of interest contained in the Memorandum. Investors should have the financial ability and willingness to accept the risks associated with an investment in the Fund for an indefinite period of time.

No representation or warranty can be given that any actual offer of interests will conform to the terms hereof. No representation is made that any returns indicated herein will be achieved by the Fund. Past performance is not indicative of future results.

Prospective Investors should make their own investigations and evaluations of the information contained herein and should consult their own attorneys, business advisers and tax advisers as to legal, business, tax and related matters concerning the information contained herein.

Disclaimer

Page 35: European Clean Energy Fund United Nations ECE · Target Region Europe, including Central and Eastern Europe (CEE) ... Carbon Experience Swiss Re’s carbon team is an acknowledged

34

C O N N IN G

Placement Agent

Investment Manager

Carbon Advisor

Disclaimer

This document is issued by Conning Asset Management Limited (‘CAML’), which is authorised and regulated by the Financial Services Authority (‘FSA’), on a confidential basis solely for the information of those persons to whom it is transmitted by CAML. It does not constitute an offer to deal in investments or to provide investment services and will not form the basis of any contract. This document is not to be reproduced or used for any other purpose or distributed to or used by any other person without prior written consent. It is transmitted to you on the basis that you would be an intermediate customer or market counterparty client of CAML and that such transmission to you will not infringe the laws or regulations of any territory in which you are resident. This document is copyright © Conning Asset Management Limited.

CAML is a member of the Swiss Reinsurance Group of companies, and provides investment management or advisory services in conjunction with group companies in various jurisdictions (‘overseas affiliates’). If services are provided to you directly by an overseas affiliate, all or most of the protections provided by the UK regulatory system will not apply. CAML may also delegate the performance of certain services to overseas affiliates.

Any statistics contained in this document have been compiled in good faith but do not constitute a forecast, projection or illustration of the future performance of investments. The past performance of investments is not necessarily a guide to future returns. Values of investments may fall as well as rise, and changes in rates of exchange may cause the value of investments to rise or fall in value, such that investors may not receive full return of capital invested. The levels and bases of, and reliefs from, taxation can change. CAML or the Swiss Re Group may have material interestsin any investments, or in geographic or market sectors, described herein.

Registered in England No. 3654447 Registered Office : 30 St Mary Axe, London EC3A 8EP

Page 36: European Clean Energy Fund United Nations ECE · Target Region Europe, including Central and Eastern Europe (CEE) ... Carbon Experience Swiss Re’s carbon team is an acknowledged

35

C O N N IN G

Placement Agent

Investment Manager

Carbon Advisor

Certain information contained herein has been obtained from published and non-published sources, including the management of the portfolio companies, and has not been independently verified.

Except as otherwise indicated herein, the information provided herein is based on matters as they exist as of the date of preparation and not as of any future date, and will not be updated or otherwise revised to reflect information that subsequentlybecomes available, or circumstances existing or changes occurring after the date hereof.

None of the information contained herein has been filed with the Securities and Exchange Commission, any securities administrator under any state securities laws or any other governmental or self-regulatory authority. No governmental authority has passed on the merits of this offering or the adequacy of this document. Any representation to the contrary is unlawful.

This document is issued by Conning Asset Management Limited (“CAML”) (FSA Reference Number 189316) of 30 St Mary Axe, London, EC3A 8EP and Swiss Re Capital Markets Limited (“SRCML”) (FSA Reference Number 187863, VAT Registration number 244797524) of 30 St Mary Axe, London, EC3A 8EP, companies authorised and regulated in the conduct of their investment business by the Financial Services Authority ("FSA") and entered in the FSA's register. The FSA's website http://www.fsa.gov.uk contains a wide range of information of specific relevance to UK customers and provides access to the FSA register http://www.fsa.gov.uk/register.

This document and its contents are confidential and its distribution (which term shall include any form of communication) is restricted pursuant to section 238 (restrictions on promotion) of the Financial Services and Markets Act 2000, as amended ("FSMA"). In relation to the United Kingdom, this Memorandum is only directed at, and may only be distributed to, persons who are "investment professionals" (being persons having professional experience of participating in unregulated schemes) within themeaning of article 14(5) of the Financial Services and Markets Act 2000 (Promotion of Collective Investment Schemes) (Exemptions) Order 2001 (as amended) (the "PCISE Order") or who are persons to whom any of paragraphs (2)(a) to (d) of article 22 (high net worth companies, unincorporated associations etc.) of the PCISE Order apply or who are persons to whom distributionmay otherwise lawfully be made. Partnership interests will be available only to such persons. Persons that do not have professional experience in participating in unregulated schemes should not rely or act upon this document unless they are persons to whom any of paragraphs (2)(a) to (d) of article 22 apply or are persons to whom distribution of this document may otherwise lawfully be made.

Disclaimer

Page 37: European Clean Energy Fund United Nations ECE · Target Region Europe, including Central and Eastern Europe (CEE) ... Carbon Experience Swiss Re’s carbon team is an acknowledged

36

C O N N IN G

Placement Agent

Investment Manager

Carbon Advisor

Disclaimer

This document is issued by Conning Asset Management (Europe) Limited (“CAMEL”), on a confidential basis solely for the information of those persons to whom it is transmitted by CAMEL. It does not constitute an offer to deal in investments or to provide investment services and will not form the basis of any contract. This document is not to be reproduced or used for any other purpose or distributed to or used by any other person. This document is copyright © Conning Asset Management (Europe) Limited. CAMEL is a member of the Swiss Re group of companies, and provides investment management or advisory services in conjunction with group companies in various jurisdictions (“overseas affiliates”).

CAMEL is regulated by the Financial Regulator under section 10 of the Investment Intermediaries Act, 1995. If services are provided to you by an overseas affiliate, all or most of the protections provided by the Irish regulatory system will not apply. CAMEL may also delegate the performance of certain services to overseas affiliates. Any statistics contained in this document have been compiled in good faith but do not constitute a forecast, projection or illustration of the future performance of investments.

The past performance of investments is not necessarily a guide to future returns. Values of investments may fall as well as rise, and changes in rates of exchange may cause the value of investments to go down or up. The levels and bases of, and reliefs from, taxation can change. We or one of our group companies may have material interests in any investments, or in geographic or market sectors, described herein.

Page 38: European Clean Energy Fund United Nations ECE · Target Region Europe, including Central and Eastern Europe (CEE) ... Carbon Experience Swiss Re’s carbon team is an acknowledged

37

C O N N IN G

Placement Agent

Investment Manager

Carbon Advisor

Certain Investment Considerations

An investment in the Fund involves a significant degree of risk and should only be undertaken by Investors who are capable of evaluating the risks of an investment in the Fund and of bearing those risks. Prospective purchasers of an Interest in the Fund should carefully consider the following factors in connection with a purchase of an Interest in the Fund. The following list is not a complete list of all risks involved in connection with an investment in the Fund. Prospective Investors must rely upon their own examination of the Fund and their ability to understand the nature of an investment, including the risks involved in making such a decision to invest, in the Fund. There can be no assurance that the Fund will be able to achieve its investment objectives or that Investors will receive a return on their capital.

Possible Risks Associated with the Overall Portfolio of the Fund

Project Investment Risks: The investments of the Fund will consist primarily of investments in European clean energy projects and related companies. Identifying, selecting and completing investments in projects involves a high level of risk and uncertainty. There can be no assurance that the pace of investment and/or the performance of the projects invested in will be positive or result in rates of return that are consistent with historical performance of TCW EIG or with historical performance or market indices in the European clean energy sector.

The Fund’s investments may be made in companies for which a single asset (e.g. a power plant) comprises a significant proportion of its value. Accordingly, the investment’s return will be based on that specific asset’s performance. Risks of the individual assets would include, but are not limited to, construction risk, operating and commercial risk, and catastrophic and force majeure risks.

It is possible that some of the projects in which the Fund invests will experience financial difficulties that may never be overcome. Moreover, the Fund may make investments in projects with short or no operating histories and in an early stage of development, that do not have a proven operating record, that may rely on a few key individuals, that may require additional capital to support their operations to finance expansion or to maintain their competitive position, or that may otherwise be in a weak financial condition. Such projects may also face intense competition, including competition from companies with greater financial resources, more extensive development, manufacturing, marketing and other capabilities, and a larger number of qualified managerial and technical personnel.

The Fund’s investments will include companies and projects whose capital structures have significant leverage ranking ahead of the Fund’s investment. The leveraged capital structure of such projects will increase their exposure to adverse economic factors such as rising interest rates, downturns in the economy or deterioration in the condition of the projects or its industry with adverse consequences to the Fund and its Investors, particularly in view of the Fund’s position within the capital structure. The Fund may be restricted in the exercise of its rights in respect of its investments by the terms of subordination agreed between it and the debt ranking ahead of the Fund’s investments. Accordingly the Fund may not be able to take the steps necessary to protect its investments in a timely manner or at all.

Page 39: European Clean Energy Fund United Nations ECE · Target Region Europe, including Central and Eastern Europe (CEE) ... Carbon Experience Swiss Re’s carbon team is an acknowledged

38

C O N N IN G

Placement Agent

Investment Manager

Carbon Advisor

Certain Investment Considerations

Unpredictability of Distributions: Return of capital and realisation of gains, if any, on investments will generally occur only upon the repayment of project loans or other disposition by the Fund of portfolio investments, which may not occur (if at all) for several years after the Fund’s initial investments or the Fund’s acquisition of such portfolio investments. Such distributions are likely to be unpredictable and may occur earlier or later than anticipated by the General Partner. There can be no assurance that the operation of the Fund will be profitable, that the Fund will be able to avoid losses or that cash from its investments will be available for distribution to Investors. The Fund will have no source of funds from which to pay distributions to the Investors other than income and gain received on its investments and the return of capital.

Illiquid Investment: An investment in the Fund requires a long-term commitment with no certainty of return. The Fund is likely to require at least four years to invest its Commitments. An Investor’s Interest in the Fund will not (other than in specified circumstances) be transferable without the consent of the General Partner (other than in specified circumstances) (which may, in the General Partner’s sole discretion, be granted on such terms as it determines or be withheld entirely) and will be affected by restrictions on resale imposed under applicable securities laws. There is currently no public market for Interests in the Fund. Furthermore, the Limited Partnership Agreement relating to the Fund will prohibit transfers that would lead to Interests in the Fund being traded on an established securities market or readily tradeable on a secondary market (or its substantial equivalent). Accordingly, no public market for Interests in the Fund is likely to develop. The Fund may make investments that are subject to legal or other restrictions on transfer or for which no liquid market exists. Furthermore, investments will be structured to provide a total return based on cash flows of the underlying project, not assuming an early liquidity event. Given the long-term value of the underlying project’s cash flows, the investment may require that the Fund hold its investment in such project for several years to realise full value.

Carbon Credits: There can be no guarantees or assurances that the projects or companies in which the Fund invests will generate or otherwise make available to the Fund and/or the Investors ERUs, emission reductions, emissions allowances or equivalent carbon credits. Projects in which the Fund invests may not qualify under the rules governing the flexible mechanisms of the Kyoto Protocol, and may not be in a position to seek the necessary host country approvals. The Fund cannot guarantee that the credits will be used for compliance purposes under any carbon emissions regulatory regime. The value of carbon credits or equivalent is highly dependent upon government regulation at the national and international level, and of fundamental market trends affecting the Kyoto Protocol project market and the ETS. These markets are relatively early stage and illiquid markets. There can be no guarantee that the market price of carbon credits will exceed the cost of producing them or that the generation and sale of credits will make a positive contribution to overall investment returns.

Financial Market Fluctuations: General fluctuations in the market prices of securities may affect the value of the investments that will be made by the Fund.

Page 40: European Clean Energy Fund United Nations ECE · Target Region Europe, including Central and Eastern Europe (CEE) ... Carbon Experience Swiss Re’s carbon team is an acknowledged

39

C O N N IN G

Placement Agent

Investment Manager

Carbon Advisor

Certain Investment Considerations

Possible Risks Associated with Investments made outside an Investor's Jurisdiction and Emerging Market Investments

Inflation: Some emerging market countries have experienced substantial rates of inflation in recent years. Inflation and rapid fluctuations in inflation rates have had, and may continue to have, negative effects on the economics and securities markets of certain emerging market economies. There can be no assurance that inflation will not become a serious problem in the future and thus have an adverse impact on the Fund’s returns.

Political and Regulatory Risk: Certain investments by the Fund will be in industries subject to regulation by national governments and political subdivisions thereof. Certain regulations may require the Fund to incur substantial additional costs or lengthy delays in connection with an investment. In addition, governmental regulations are not predictable and the Fund may be subject to political, economic, social and/or market developments. Remittance of income and capital gains generated by investments by the Fund in certain countries may be dependent on the absence of foreign exchange controls that would otherwise inhibit or prevent the repatriation of such gains.

Currency Risks: As the Fund is denominated in Euros, the Fund may where, in the sole discretion of the General Partner it is deemed appropriate, seek to partially hedge currency risk associated with investments in countries that do not use the Euro as their primary currency. These hedges are typically structured in a series of 12-month forward contracts. Accordingly, there is a risk that the hedges do not remove all of the risk associated with the amount hedged. In addition, as the hedges are only partial by design, the Fund remains at risk for the unhedged amount. In addition, there can be no assurances regarding the stability of the Euro during the life of the Fund. The remittance of income and capital gains generated by investments by the Fund in certain countries may be dependent on there being liquidity in the relevant local currency. It may be impossible or impracticable to hedge the currency risk to which the Fund is exposed.

Risks relating to Accounting, Auditing, Financial Reporting, etc.: The legal and regulatory infrastructure and the disclosure, accounting, auditing and reporting standards in certain of the countries in which investments may be made by the Fund may, in many respects, be less stringent and not provide the same degree of protection or information to Investors as would generally apply in their home countries. Although the Fund itself will be preparing its accounts in accordance with generally accepted accounting principles, the assets, liabilities, profits and losses appearing in published financial statements of companies, ventures or projects in which investments are made may not reflect their financial position or results of operations in the way they would be reflected had such financial statements been prepared in accordance with generally accepted accounting principles in an Investor’s home country. All or any of the foregoing may mean that the value of any of the investments is less than as stated in financial or other statements prepared or published by the relevant company, venture or project, which in turn would mean that the net assets of the Fund reported from time to time may not accurately reflect a realistic value of all or any of the investments.

Page 41: European Clean Energy Fund United Nations ECE · Target Region Europe, including Central and Eastern Europe (CEE) ... Carbon Experience Swiss Re’s carbon team is an acknowledged

40

C O N N IN G

Placement Agent

Investment Manager

Carbon Advisor

Certain Investment Considerations

Investment in Emerging Markets: The Fund may make significant investments in certain Eastern and Central European countries that are considered “emerging markets”. Due to the developing nature of the emerging market countries, their markets may similarly be of a developing nature. Also, the governments of many emerging markets have exercised and continue to exercise substantial influence over many aspects of the private sector. Prior government approval for foreign investments may be required under certain circumstances in some emerging markets, and the process of obtaining these approvals may require a significant expenditure of time and resources. Other potential risks that could have an adverse effect on investments may include (depending on the country involved) nationalisation, expropriation, confiscatory taxation, negative diplomatic developments and political or social instability. In addition, the laws of some emerging markets governing business organisations, bankruptcy and insolvency may make legal action difficult and prove little, if any, legal protection for Investors. The Manager will analyse risks in applicable countries before making investments, but no assurance can be given that a political or economic climate, or particular tax, legal or regulatory risk might not adversely affect an investment by the Fund.

Withholding Taxes: The Fund’s investments may be made outside an Investor's home jurisdiction. While the General Partner and the Manager will endeavour to structure investments to reduce the tax-related obligation of each investment, the net taxes paid on these investments will be a deduction from the Investor cash flows. To the extent that the Fund is required to withhold or pay certain amounts to taxing authorities on behalf of or with respect to its limited partners:

(a) if the amount required to be withheld or paid by the Fund on behalf of or with respect to an Investor exceeds the amount available for distribution to such Investor, such Investor will be required to pay such amount to the Fund; and

(b) each Investor will indemnify the Fund and the General Partner, and hold them each harmless, for any liability with respect to taxes, penalties or interest required to be withheld or paid to any taxing authority by the Fund or the General Partner.

Possible Risks Associated with an Investment in the Fund

Lack of Operating History: The Fund has not commenced operations and, accordingly, has no operating history upon which prospective Investors may evaluate its likely performance.

Failure to Fund Capital Commitments; Consequences of Default: If Investors fail to fund their Commitments when due, the Fund’s ability to complete its investment program or otherwise to continue operations may be substantially impaired. A default by a substantial number of Investors or by one or more Investors who have made substantial Commitments would limit opportunities for investment and would likely reduce returns to the Fund. If an Investor fails to fund any of its Commitment when required, such Investor’s Interest in the Fund may, among other things, be diminished or required to be sold at a substantial discount. Non-defaulting Investors may be required to make additional contributions to replace the shortfall created by the defaulting Investor, thereby reducing the diversification of their investments.

Page 42: European Clean Energy Fund United Nations ECE · Target Region Europe, including Central and Eastern Europe (CEE) ... Carbon Experience Swiss Re’s carbon team is an acknowledged

41

C O N N IN G

Placement Agent

Investment Manager

Carbon Advisor

Certain Investment Considerations

Annual Tax Information: The Fund’s ability to provide timely tax information with respect to the Fund’s investments is dependent on the timely provision of relevant information by project companies. If project companies do not provide such information in a timely manner, Investors may be required to file extensions with respect to, or otherwise delay the filing of, tax returns in their relevant jurisdictions.

Reliance on Key Individuals: The success of the Fund is dependant on the expertise of key personnel of the General Partner and the Manager. The loss of one or more individuals may have a material adverse effect on the performance of the Fund.

Forward-Looking Statements: This Memorandum contains forward-looking statements. These forward-looking statements reflect the General Partner’s view with respect to future events. Actual events could differ materially from those in the forward-looking statements, including as a result of factors beyond the Fund’s control. Investors are cautioned not to place undue reliance on such statements.

Availability of Investments: The success of the Fund depends upon the ability of the General Partner and its advisers to identify, recommend and consummate investments in companies and projects that they believe offer the potential for superior returns and subsequently to realise them. The activities of identifying, completing and realising an attractive investment opportunity is highly competitive and involves a high risk of uncertainty. The availability of such opportunities will depend, in part, upon general market conditions. There can be no assurance that the General Partner or its advisers will be able to identify, recommend and consummate a sufficient number of opportunities to permit the Fund to invest all of its committed capital to the extent described herein.

Co-Investment: The General Partner will be authorised to offer co-investment opportunities to other Investors, even in situations where the Fund is not fully invested in the applicable investment opportunity, if, in the opinion of the General Partner, the amount invested by the Fund is sufficient for its purposes, or such co-investment may (i) encourage reciprocal investment offers to the Fund, (ii) enhance the investment opportunity or (iii) allow the Fund to participate in transactions which, if entered into without co-investors, would exceed the limits set forth in the Fund’s risk management guidelines. Co-investors may, however, demand a significant level of control over the joint investment and may not, in all cases, have the same economic interests or objectives as the Fund.

Dilution from Subsequent Closing: Limited Partners subscribing for Interests after the Initial Closing of the Fund will participate in the existing investments of the Fund, thereby diluting the Interest of existing Limited Partners. Although such subsequent Limited Partners will contribute their pro rata share of drawn down Commitments (plus certain additional amounts), there can be no assurance that this contribution will reflect the fair value of the Fund’s existing investments at the time that such additional Limited Partners subscribe for Interests.

Investments with Terms Longer than the Fund: The Fund may invest in investments which unexpectedly cannot be realised in an orderly fashion until after the date on which the Fund is scheduled to terminate. Although it is the expectation of the General Partner that all investments will be disposed of prior to the end of the Fund’s term, the Fund may have to sell or otherwise dispose of investments on disadvantageous terms as the result of the Fund’s termination, or distribute such investments in kind.

Page 43: European Clean Energy Fund United Nations ECE · Target Region Europe, including Central and Eastern Europe (CEE) ... Carbon Experience Swiss Re’s carbon team is an acknowledged

42

C O N N IN G

Placement Agent

Investment Manager

Carbon Advisor

Certain Investment Considerations

Indemnities: The Fund will be required to indemnify the General Partner, the Manager and their employees and others for liabilities, costs and expenses arising in connection with services to the Fund.

Risk Arising from Provision of Managerial Assistance: The Fund intends to structure its investments so that it will be a “venture capital operating company” within the meaning of regulations promulgated under ERISA. This requires that the Fund obtain rights to participate substantially in and to influence substantially the conduct of the management of the majority of the Fund’s portfolio companies. The Fund may typically designate executives of the Manager and/or the General Partner to serve on or be an observer to the boards of directors of portfolio companies. The designation of directors and other measures contemplated could expose the Fund to claims by a portfolio company, its security holders and its creditors. While the General Partner and the Manager intend to manage the Fund in a way that should minimise exposure to these risks, the possibility of successful claims cannot be precluded.

Reliance on the General Partner and the Manager: The Fund will be managed exclusively by the General Partner and the Manager and Investors will not be able to make any investment or other decisions on behalf of the Fund. The General Partner and/or the Manager may not yet have identified or hired all the personnel who will be employed in connection with the Fund. There can be no assurance that the executives of the General Partner and/or the Manager possess all of the skills necessary in order to carry out successfully the investment and divestment strategies of the Fund.

Track Record: The prior investment results of any person or entity described in this Memorandum are provided for illustrative purposes only and are not indicative of the Fund’s future investment results. The nature of, and risks associated with, the Fund’s future investments may differ substantially from those investments and strategies undertaken historically by such persons or entities. There can be no assurance that the Fund’s investments will perform as well as the past investments described in this Memorandum or market indices or that the Fund will be able to avoid losses. A significant portion of the Manager’s investment experience (and track record) is based on investments made in North America (80% of total investments). There can be no assurance that the Manager’s contacts, investment approach, skills and structures will be suitable for investments in the European market. No representation is made as to any return that Investors will earn on their investment in the Fund and there can be no assurance that information contained in this document on the track record of the Manager will be in any respect indicative of how they will perform (either in terms of profitability or success) in the future.

Uninsured Loss: The Fund will seek to require borrowers or portfolio companies to maintain insurance coverage against liability to third parties and property damage as is customary for similarly situated businesses. However, there can be no assurance that insurance will be available or sufficient to cover any such risks. Insurance against certain risks, such as earthquakes, floods or terrorism, may be unavailable, available in amounts that are less than the full market value or replacement cost of underlying properties or subject to a large deductible. In addition, there can be no assurances the particular risks that are currently insurable will continue to be insurable on an economically affordable basis.

Page 44: European Clean Energy Fund United Nations ECE · Target Region Europe, including Central and Eastern Europe (CEE) ... Carbon Experience Swiss Re’s carbon team is an acknowledged

43

C O N N IN G

Placement Agent

Investment Manager

Carbon Advisor

Certain Investment Considerations

Use of Alternative Investment Vehicles: The Fund may use alternative investment vehicles and cause the Investors to fund a portion of their Commitments through such entities. The use of alternative investment vehicles may involve additional costs of formation, structuring, and operating such entities in a manner that provides similar economic terms, management terms, and the liability protection afforded by investments made through the Fund. Because of the wide range of the investments proposed by the Fund, these alternative investment vehicles could be of a type with which the Manager and/or the General Partner have less familiarity, and therefore provide additional informational and operational uncertainty or difficulties to the General Partner and Manager in managing and disposing of investments through such entities.

Tax Liability: The Investors may be required to take into account their allocable shares of the Fund’s items of income, gain, loss, deduction and credit, without regard to whether they have received or will receive any distributions from the Fund. There can be no assurance that the Fund will have sufficient cash flow to permit it to make distributions in the amount necessary to pay all tax liabilities resulting from the Investors’ ownership of Interests in the Fund. This could occur, for example, if the Fund is required to recognise taxable income without corresponding cash receipts as a result of acquiring securities with original issue discount. Thus, each Investor may be taxed on his distributive share of the taxable income of the Fund regardless of whether such Investor receives any actual cash distributions from the Fund. Accordingly, an Investor’s tax liability for any taxable year associated with an investment in the Fund may exceed (and perhaps to a substantial extent) the cash distribution to that Investor during the taxable year.

US Trade or Business: The Fund intends to structure its investments so that it will not be engaged in a trade or business in the United States. However, the US tax authorities may take a contrary view. If the US tax authorities were successful in challenging that the Fund is engaged in a US trade or business, Non-US Partners could become subject to US federal income tax with respect to some or all of their allocable share of the Fund’s income and would generally be subject to US tax reporting obligations.

Regulation: The operation of the Fund and the tax consequences of an investment in the Fund are substantially affected by legal requirements, including those imposed by ERISA, the Code and regulations promulgated under each statute. The General Partner and Manager intend to structure investments in order to comply with the requirements applicable to a venture capital operating company under ERISA but no assurance can be given that such structures, if any, will be successful. In the event those requirements are not met, the fiduciary responsibility requirements of ERISA would apply to such investments and the General Partner and Manager may find it necessary to restructure various parts of the Fund’s affairs or even to dissolve the Fund. Additionally, the attempt by the General Partner to structure investments of the Fund in order to comply with the requirements for treatment as a venture capital operating company may preclude the Fund from making certain investments at various times during the Fund’s term. In this regard, the decision to manage the Fund’s assets and activities so as to qualify it as a venture capital operating company under ERISA, to the extent such strategy is pursued, may necessitate the acquisition or disposition of particular assets or the undertaking of various activities under sub-optimal conditions. Further, in evaluating any investment opportunity, venture capital operating company status under ERISA will be only one of many factors to consider and the General Partner and Manager may decide one or more of such factors mandates that such opportunity be pursued even if such investment precludes venture capital operating company status.

Page 45: European Clean Energy Fund United Nations ECE · Target Region Europe, including Central and Eastern Europe (CEE) ... Carbon Experience Swiss Re’s carbon team is an acknowledged

44

C O N N IN G

Placement Agent

Investment Manager

Carbon Advisor

Certain Investment Considerations

Unrelated Business Taxable Income: While the Fund will endeavour to structure its investments to avoid generating unrelated business taxable income (“UBTI”) with respect to the tax-exempt Investors, there can be no assurance that the Fund’s investments will not generate UBTI, which in some cases may be substantial. Furthermore, the actions taken to minimise the incurrence of UBTI may have adverse tax, economic, or other consequences for other Investors. In addition, no assurance can be given that further legislation, administrative rulings or court decisions will not adversely affect the operation of the Fund or an investment by an Investor in the Fund.

Change in Laws and Regulations: Any legislation and its interpretation, and the legal and regulatory regimes which apply in relation to the Fund and/or an investment in the Fund may change during the life of the Fund. Accounting practice may also change, which may affect, in particular, the manner in which the Fund’s investments are valued and/or the way in which income or capital gains are recognised and/or allocated by the Fund.

Limited Recourse to the General Partner: The General Partner has been formed for the sole purpose of serving as the general partner of the Fund. The Limited Partnership Agreement relating to the Fund will seek to limit the circumstances under which the General Partner and the Manager can be held liable to the Fund. The General Partner and Manager generally will not be held liable with respect to its actions or inactions unless they constitute fraud, wilful misconduct, gross negligence or reckless disregard of duties.

Interests in the Fund: Although Commitments in the Fund are structured as 99.99% of loan and 0.01% of capital, it is possible that a court may determine in the event of the Fund’s insolvency that an Investor is liable to return to the Fund any loan which has been repaid in addition to any repaid capital. Such a return of funds may occur, in particular, in the event that the Fund is subject to litigation or where a warranty or indemnity given by the Fund is called on.

No Registration: The offering will not be registered under the Securities Act of 1933, as amended or the securities laws of any jurisdiction, theinvestment entities will not be registered under the Investment Company Act of 1940, as amended, and the General Partner will not be registered under the Investment Advisers Act of 1940, as amended and therefore Investors will not be entitled to the benefits under such Acts.

Lack of Separate Representation: O’Melveny & Myers LLP has acted and will act as counsel to the General Partner in connection with the formation of the Fund and the securities offered and transactions contemplated hereby. O’Melveny & Myers LLP is not representing any other prospective Investors or rendering any legal advice to any other prospective Investors, in connection with their investment in the Fund and the transactions contemplated hereby. Accordingly, prospective Investors are strongly urged to consult their own tax and legal advisors with respect to the tax and other legal aspects of investment in the Fund and the transactions contemplated hereby, and with specific reference to their own personal financial and tax situation.

Page 46: European Clean Energy Fund United Nations ECE · Target Region Europe, including Central and Eastern Europe (CEE) ... Carbon Experience Swiss Re’s carbon team is an acknowledged

45

C O N N IN G

Placement Agent

Investment Manager

Carbon Advisor

Certain Investment Considerations

Risk Associated with Potential Conflicts of Interest

Conflicts of Interest: Situations may arise in which the interests of the General Partner and/or the Manager may potentially or actually conflict with the interests of the Fund and the Limited Partners. For example, the existence of the Performance Fees may create an incentive for the firm to make more speculative investments on behalf of the Fund than it would otherwise make in the absence of such performance-based arrangement. If the Fund performs poorly, the General Partner and/or the Manager would have an incentive to devote resources to other accounts from which it has better prospects for earning incentive-based compensation. Investors should also note that Conning will receive a portion of the Performance Fees paid to the General Partner in connection with the Fund. Neither Conning nor any of its affiliates will be responsible for the operations or performance of the Fund.

Performance Fee: The existence of the Performance Fee may create an incentive for the General Partner and the Manager to make riskier or more speculative investments on behalf of the Fund than would be the case in the absence of this arrangement.

Fees for Services: The General Partner and the Manager may receive customary break fees, Transaction Fees, director’s fees and other similar types of fees from portfolio companies. Limited Partners will receive the benefit of a portion of certain of such fees as set out in the section headed “Summary of Principal Terms”.

Page 47: European Clean Energy Fund United Nations ECE · Target Region Europe, including Central and Eastern Europe (CEE) ... Carbon Experience Swiss Re’s carbon team is an acknowledged

46

C O N N IN G

Placement Agent

Investment Manager

Carbon Advisor

TCW Contact Details

R. Blair Thomas Brian J. Daly Chief Operating Officer of EIG Managing Director & Co-Portfolio Manager of ECEFTel: + 1 213-244-0044 Tel: + 1 212-771-4026Fax: + 1 213-244-0604 Fax: + 1 212-771-4066E-mail: [email protected] E-mail: [email protected]

Trust Company of the West Trust Company of the West865 S. Figueroa Street, Suite 2100 200 Park Avenue, Suite 2200Los Angeles, CA 90017 New York, NY 10166United States of America United States of America

Page 48: European Clean Energy Fund United Nations ECE · Target Region Europe, including Central and Eastern Europe (CEE) ... Carbon Experience Swiss Re’s carbon team is an acknowledged

47

C O N N IN G

Placement Agent

Investment Manager

Carbon Advisor

Conning Contact Details

Tony Maximchuk Markus van der Burg Managing Director Client Relationship ManagerTel: +44 20 7933 4504 Tel: +44 20 7933 4501Fax: +44 20 7933 6504 Fax: +44 20 7933 6501E-mail: [email protected] E-mail [email protected]

Conning Asset Management Limited Conning Asset Management (Europe) Limited30 St Mary Axe 30 St Mary AxeLONDON LONDONEC3A 8EP EC3A 8EPUnited Kingdom United Kingdom

Alan Hickey Walter BlasbergHead of European Business Development Head of Global Business DevelopmentTel.: + 353 1 634 4620 Tel: + 1 860 299 2330Fax: + 353 1 634 6447 Fax: + 1 860 299 0330E-mail: [email protected] E-mail: [email protected]

Conning Asset Management (Europe) Limited Conning Research & Consulting, Inc.54 Fitzwilliam Square One Financial PlazaDublin 2 Hartford CT 06103Ireland United States of America