Chicago Firm. World-Class Knowledge.

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1 Chicago Firm. World-Class Knowledge. Shepard Schwartz & Harris has been an integral part of the Chicago business community since Our clients value our comprehensive worldview while enjoying the benefit of local expertise and relationships. Our services are customized to work with clients primarily in the following industries: Real estate & construction Manufacturing & distribution Professional services Hospitality We also work with high net worth families, individuals and not-for-profit organizations. We view ourselves as partners in their success and our client loyalty and longevity reflects that commitment to service, ingenuity, integrity and reliability. The depth and breadth of knowledge held by our professionals guides our clients through their financial challenges and opportunities. Our approach uses sophisticated accounting and tax solutions, taking into account the increasing globalization of the business landscape.

2 Industry Focus: Real Estate & Construction Real Estate is in our DNA. Shepard Schwartz & Harris provides financial, tax and accounting solutions tailored to the real estate industry including private equity funds, real estate operators, developers, homebuilders, contractors, property managers and investor groups. Our firm was founded by a successful real estate investor in 1935 and as such, real estate and its ancillary business is a major part of the firm's DNA. Consequently, we provide tax planning and strategic guidance to other leaders in the real estate industry which include the following: Newcastle Limited Zeller Realty The John Buck Company O Donnell Consulting Waterton Associates Capgrow Partners TLC Management We are a Chicago-based world-class CPA firm serving many of the most prestigious real estate private equity investors, developers, operators and managers in the US. Our professionals have extensive experience in structuring large and complex real estate transactions with an emphasis on tax efficiency, including 1031 exchanges and capital restructurings. Clients choose SS&H because of their confidence in the Partners who are actively involved in the client relationship. Direct access to the firm s leaders distinguishes us as we bring our expertise directly to our clients without the bureaucracy inherent in larger firms. We are recognized for our skill in negotiating and structuring investment funds for clients with public institutional investors, pension funds, off-shore investors and mezzanine debt providers. Our clients have developed, managed, leased and operated billions of dollars of developments comprising tens of thousands of multi-family housing units and millions of square feet of commercial and retail real estate. We help them build from the ground up, supporting all their accounting and tax needs.

3 Services Customized to the Real Estate Industry Tax Services Institutional and Private Equity Fund Structuring Off-Shore Real Estate Investor Structure Cost Segregation Rehabilitation Tax Credits 1031 Structuring UBIT Consulting REIT Compliance Federal and State Tax Compliance Tax Controversies Cancellation of Indebtedness Management Promote / Waterfall Management Partner Capital Account Maintenance Accounting & Assurance Services Audits Historical Cost, Fair Value and Other Basis of Accounting Reporting Under Real Estate Investment Standards HUD Program Compliance and Audits Cost Certification for Governmental Agencies CAM Audits and Lease Analysis Custom Agreed Upon Procedure Engagements Syndication Forecasts and Projections Financial Statement Review and Compilation Lender Reporting and Covenant Compliance Due Diligence, Transactional and Feasibility Analysis Internal Control Evaluation and Recordkeeping Recommendations Real Estate Advisory Services Bankruptcy Restructuring Recapitalization Special Freddie Mac Issuance Compliance Expert Testimony / Litigation Support, Including Landlord / Tenant Disputes Construction Contract Administration Information Technology Services and Support Leasehold Depreciation Optimization Succession and Estate Planning

4 Audit & Tax Services Auditing & Financial Services Customized to Industry & Business Needs SS&H provides much more than just annual audit services. Our professionals assist business owners, CFOs and Controllers with all areas of financial management including: Audit, review or compilation of financial statements Internal control attestation Cost certifications required by government agencies Examination of tenant sales and escalation clauses for compliance with lease terms Monitor financial progress by interim review of client-generated financial statements Reorganizations and workouts Acquisition and sale due diligence reviews Cost segregation Bankruptcy assistance Accounting procedures and controls designed to safeguard assets and enhance profitability Cash flow preparations/planning Business plan critique and counseling Employee benefit audits required under ERISA Interim controller services Outsourcing of financial statement preparation Tax Planning & Compliance Services for Privately Owned Companies We believe effective tax planning is an ongoing process requiring more than just annual contact. Our solutions are delivered with honesty, integrity and authenticity. State income tax management and efficiency Real estate acquisitions, dispositions, 1031 tax-free exchanges and financing Sales, acquisitions, reorganizations and liquidations of businesses US tax compliance for foreign investors Business succession plans Business income tax planning Executive compensation planning Business entity formation and ownership strategies, including Employee Stock Ownership Plans (ESOP) and Real Estate Investment Trusts (REIT) Buy-sell agreement structures Deferred benefit plan development Tax controversies, including representation before the Internal Revenue Service and state and local taxing authorities

5 Business Advisory Services Business Growth & Operations Services Due diligence for acquisitions and divestitures Acquisition and divestiture reporting Review and analysis of business plans Review of tax positions and formulation of plans to reduce tax liability Development of profit plans that work Development of short and long range operating forecasts Succession planning Third party assessments Valuation and transaction advisory Determination of financing requirements in preparation for loan negotiations Participation in bank negotiations Analysis of business proposals Streamlining of management information systems Formulation of executive compensation programs Preparation of data required by lenders to obtain financing Assistance in investment banking preparation Fraud Investigation & Evaluation Services Evaluate whether an investigation is warranted Advise on the business implications as well as the short-term and long-term consequences of the investigation Devise and coordinate the investigation plan Supervise the investigation Perform forensic accounting procedures in relation to ascertaining facts and quantifying damages Develop controls to prevent the recurrence of fraud or misconduct Litigation Support & Expert Testimony Landlord/tenant disputes Partnership disputes Bankruptcy proceedings Divorce and marital disputes Income tax Buy/Sell agreements Valuation disputes Post-sale litigation

6 Key Partners Mary K. Fuller Managing Partner Stan M. Lazar Managing Partner Kathryn H. Garlow Tax Partner Daniel A. Jaszka Tax Partner Scott M. Sattler Audit Partner Gregg Wirtschoreck Audit Partner

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