2. Historic Preservation Tax Credits The Next Level: “Master Tenant” Syndication

3. Single Entity Structure Owner (LP or LLC) Owner (LP or LLC) Investor GP/Manager Developer Property End User 0.1% Management Fees, etc. Development Fee 99.9% Tax Credits Lease Fee Ownership

4. Single Entity Structure Owner (LP or LLC) Owner (LP or LLC) HTC Investor GP/Manager Developer Property End User 0.1% Management Fees, etc. Development Fee 99.9% Tax Credits Lease Fee Ownership 1. HTC 2. Cash Flow 3. Deprec. w/ Basis Adj. 1. HTC 2. Cash Flow 3. Deprec. w/ Basis Adj. Cash Flow: 1. Fixed Fees 2. Gross Revenues

5. Master Lease/Credit Pass-Through Lessee Claims Credit Developer Master Lessee (LP or LLC) Master Lessee (LP or LLC) Investor GP/Manager Property End User 0.1% Development Fee 99.9% Tax Credits Lease Owner/Lessor (Affiliate of GP/Manager) Owner/Lessor (Affiliate of GP/Manager) Master Lease Funds

6. Master Lease/Credit Pass-Through Lessee Claims Credit Developer Master Lessee (LP or LLC) Master Lessee (LP or LLC) HTC Investor GP/Manager Property End User 0.1% Development Fee 99.9% Tax Credits Lease Owner/Lessor (Affiliate of GP/Manager) Owner/Lessor (Affiliate of GP/Manager) Master Lease Funds 3. Depreciation 2. Cash Flow 1. HTC Open Issues: 4. HTC Basis Adj.? 1. HTC/Imputed Inc. 3. Book Inc.-HTC Equity Equity in Owner/Lessor Loan to Owner/Lessor Beware FIN 46