Introducing The Binnick Group

A boutique consulting firm specializing in providing New Markets

Tax Credit program assistance to emerging CDEs, and new and

established awardees of the Community Development Financial

Institutions Fund (“CDFI Fund”) at below market rates.

We’ll put our nearly twenty years of community development ex-

perience to work for you, together with a touch of over-developed

sense of urgency and a reputation for impeccable service—all

designed to help you effectively deploy your NMTC award.

Diane Binnick, principal of the firm, has been actively involved in real estate development, fi-nance and acquisition since the early 1990s. Prior to founding The Binnick Group, she spent 5 years in the New Markets Tax Credit (NMTC) practice group at Nixon Peabody LLP, a pioneer and leader in the tax credit industry . During this time, Ms.

Binnick was responsible for managing specialized regulatory work connected to clients seeking to obtain special government certifi-cations in order to compete for NMTC allocation authority and for coordinating the opinion work related to enjoining awardees to their agreements with the Community Development Financial In-stitutions Fund (CDFI Fund). Ms. Binnick worked, in any given year, with 30% of the NMTC awardees, involving over $1billion in NMTC allocation. Ms. Binnick has been a frequent attendee at industry conferences and during her tenure at Nixon Peabody LLP, her pro-gram advice was solicited by government entities, developers, lend-ers, consultants, legal counsel at other law firms and institutional investors who required answers to questions related to NMTC pro-gram requirements.

Additionally, Ms. Binnick spent thirteen years building and running a nonprofit community development corporation that provided affordable housing options to low-and moderate income persons throughout Bennington County, Vermont. During Ms. Binnick’s tenure, the corporation engaged in cutting-edge development projects which won numerous awards for their impact on the com-munities in which she worked.

Ms. Binnick holds a Masters in Business Administration from Rens-selaer Polytechnic Institute in Troy, New York.

On October 30, 20092009 NMTC Award Announcement; roll out of Allocation Agreements begins

Sample Timeline Post Award

On or about November 16, 2009 Submit draft opinion letter(s) to the CDFI Fund for approval*

On or about November 30, 2009 Submit final opinion letter(s) to legal staff at the CDFI Fund with two (2) executed originals of the Allocation Agreement* Begin process of ‘enjoining’ the Allocatee and x# of subsidiary CDEs to the Allocation Agreement with counsel providing legal opinion letter(s); submit draft opinion letter(s) to the CDFI Fund for approval

On or about week of December 14, 2009 Notice of CDE Certification received for x#of subsidiary CDEs Previously certified Subsidiary CDEs are ready for first transaction*

Week of December 21, 2009 Submit final opinion letter(s) to legal staff at the CDFI Fund with two (2) executed originals of the Allocation Agreement

On or before January 8, 2010 Newly certified Subsidiary CDEs are ready for first transaction

Week of November 2, 2009 Form x# of subsidiary CDEs Draft initial operating agreements Apply for EINs for subsidiary CDEs Review and confirm status of Advisory/Governing Board Begin preparation of CDE Certification Application for x# of subsidiary CDEs Review Allocation Agreement for discrepancies and discuss obligations therein

Week of November 9, 2009 Finalize and submit CDE Certification Application for x# of subsidiary CDEs Begin process of ‘enjoining’ the Allocatee and previously certified subsidiary CDEs to the Allocation Agreement with counsel providing legal opinion letter(s)*

* Applies only to Allocatees who have previously certified Subsidiary CDEs

The New Markets Tax Credit: Ready to win and positioned to

deploy allocation

Winning tens of millions of dollars to deploy in Low-In-

come Communities is an exhilarating achievement. The

Binnick Group offers a non-legal, program savvy alterna-

tive to higher cost options or to navigating complex proc-

esses ‘on your own’.

Ms. Binnick, formerly the NMTC Program Manager at Nix-

on Peabody LLP, has been involved in the NMTC Program

during its most robust period of award making - 2005-

2009. Her experience derives from having been affiliated

with a first-rate group of highly-skilled attorneys, who

relied on her to manage and coordinate the CDE Certi-

fication Application and Allocation Agreement enjoin-

ment processes for the firm’s NMTC clients. During her

tenure at the firm, Ms. Binnick was also the firm’s liaison

to the CDFI Fund which has helped to shape her well-es-

tablished reputation for reliable and timely outcomes.

Helping clients certify Community Development Entities (“CDEs”)

Ms. Binnick has submitted hundreds of CDE Certification Applications for approval by the CDFI Fund, both for new applicants seeking allocation and for existing applicants seeking to certify subsidiary entities. Attention to detail and Advisory/Governing Board know-how have resulted in an extraordinary approval rate from the CDFI Fund re-view team; the quality of her work has produced turn-around times that have been exemplary.

Her work has focused on completing and then stress testing Applications so that they sail through the review process. The estimated rate of approval on the Applica-tions submitted is better than 98%.

Established reputation,

Timely outcomes,

Reliable results

Helping clients enjoin the award-winning Allocatee and subsidiaries to the Allocation Agreement.....and to Letter Amendments on

an as-needed basis

Ms. Binnick, often referred to as the ‘point person’ dur-ing her tenure at Nixon Peabody, successfully managed the process of adding award-winning allocatees and their subsidiaries to Allocation Agreements and Letter Amendments. Working with sixty clients in any given year, coordinating with local counsel all over the country and meeting CDFI Fund-imposed deadlines, Ms. Binnick carefully orchestrated the process of getting the various entities ‘deal ready’.

Clients repeatedly turned to Ms. Binnick when unantici-pated circumstances resulted in the need to add existing and certified subsidiaries to an Allocation Agreement on an expedited basis—so that a deal could close. The record: 48 hour turnaround time.

Advisory/Governing Boards - Helping clients establish and maintain

CDE status

One of the most thorny components of the program in-volves structuring and maintaining an advisory/govern-ing board, the mechanism through which a certified CDE will maintain accountability to Low-Income Communi-ties—one of the basic tenets of the NMTC program. Ex-perience derived from having formed and managed the certification of hundreds of CDEs, has resulted in a ca-pacity to identify and screen potential advisory/govern-ing board members to ensure that each will meet CDFI Fund approval. Properly vetting any issues that a review-er may potentially find with the composition of the ad-visory/governing board helps to mitigate recapture risk and ensures the success of a NMTC Application.

Helping clients change an existing service area

Helping clients win a NMTC allocation

Changing an existing service area requires adjusting the composition of the advisory/governing board to reflect the scope of the new service area and making a convinc-ing case for why it makes sense to expand an existing service area. Ms. Binnick has successfully navigated this process for numerous NMTC awardees, utilizing her advi-sory/governing board expertise in doing so.

Writing a winning NMTC application is a challenging task and requires a significant commitment of time, energy and perseverance (200 hours is the average es-timate). Ms. Binnick’s experience as a developer, raising public and private funds from multiple sources to fund complex projects (executive director of a community de-velopment corporation), makes her a natural choice for assistance with this task. During her tenure at Nixon Peabody LLP, Ms. Binnick reviewed and commented on several award-winning applications.

New Markets Tax Credit Timeline

Completes NMTC

Application

and applies for

allocation authority

and WINS!

Creates

Subsidiaries and

applies for

Subsidiary CDE

Certification

Allocatee &

Subsidiaries

enter into Allocation

Agreement with

CDFI Fund

Subsidiaries

are now

‘deal ready’

Controlling

Entity decides

to Participate

in NMTC

program

Creates

CDE

and applies

for CDE

Certification

“Thanks for your continued high level of professional

cooperation and assistance with this matter.”MISSOULA, MT CLIENT

“Thanks for your help on getting

the CDEs set up so quickly!”SAN FRANCISCO, CA CLIENT

“Thanks for getting us to

the finish line on this, Diane!”ST. LOUIS, MO CLIENT

“We ended up closing a deal in 2008, so it was

incredibly useful to get our allocation agmt

finalized by year end. Thanks.”PORTLAND, OR CLIENT

“You have really done an amazing job with all of our

new markets clients. You have given our practice a

level of expertise and professional service that has

been above and beyond all expectations”.HERBERT F. STEVENS, NIXON PEABODY LLP

“Enjoy your holidays and thank you again for shepherd-

ing this through the process so quickly.”HARRISBURG, PA CLIENT

Kudos:

References

Herbert F. Stevens, EsquireNixon Peabody LLPWashington, DC

Cam Turner, Senior Vice President United Fund AdvisorsPortland Family of FundsPortland, OR

Paul M. Hoffman, Managing DirectorCityScape Capital Group, LLCEl Segundo, CA

Scott Sporte, Managing DirectorCommunity Investment GroupNCB Capital ImpactArlington, VA

For more information, contact:

Diane Binnick1638 33rd Street, NW • Washington, DC 20007

202.337.2392 • CELL: 202.446.8968diane@thebinnickgroup.com

www.thebinnickgroup.com

Matthew L. Philpott, Vice PresidentHistoric, New Markets & Renewable Investments, US Bancorp Community Development CorporationSt. Louis, MO

Ed Lieberman, EsquireHusch Blackwell Sanders PCSt. Louis, MO

John R. Kovacs, Managing Partner Thames Street Development LLC Baltimore, MD

Eric Rosen, Vice PresidentSunTrust Community Capital, LLCAtlanta, GA