INDEPENDENT AUDITOR'S REPORT

Servicing the Global Retail Real Estate Industry

To the Board of Trustees International Council of Shopping Centers, Inc. New York, New York We have audited the accompanying consolidated balance sheet of International Council of Shopping Centers, Inc. ("ICSC"), The International Council of Shopping Centers Foundation (the "Foundation") and the ICSC Political Action Committee (the "PAC") (collectively referred to as the "Council") as of December 31, 2009, and the related consolidated statements of revenue, expenses and changes in net assets, and cash flows for the year then ended. These consolidated financial statements are the responsibility of the Council's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audit. The prior-year summarized comparative information has been derived from the Council's 2008 consolidated financial statements and, in our report dated April 9, 2009, we expressed an unqualified opinion on those financial statements. We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of the Council as of December 31, 2009, and the changes in its net assets and its cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America. New York, New York May 18 , 2010 2 Annual Report 2010 * International Council of Shopping Centers

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