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UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 10-K

[Mark One]ý

Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934For the fiscal year ended December 31, 2009ORo

Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934For the transition period
from                              to


Commission File Number: 000-53195

Behringer Harvard Multifamily REIT I, Inc.(Exact name of registrant as specified in its charter)

Maryland(State or other jurisdiction of
incorporation or organization)

20-5383745(I.R.S. Employer Identification No.)15601 Dallas Parkway, Suite 600, Addison, Texas(Address of principal executive offices)

75001(Zip Code)


Registrant's
telephone number, including area code:(866) 655-3600

Securities
registered pursuant to section 12(b) of the Act: None

Securities
registered pursuant to section 12(g) of the Act:

Common stock, $0.0001 par value per share(Title of Class)

Indicate
by check mark if the Registrant is a well-known seasoned issuer (as defined in Rule 405 of the Securities
Act). Yes o    No ý

Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the
Act. Yes o    No ý

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports) and (2) has been subject to such filing requirements for the
past 90 days. Yes ý    No o

Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to
be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that
the Registrant was required to submit and post such files). Yes o    No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not
be contained, to the best of Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K. o

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting
company. See the definitions of "large accelerated filer," "accelerated filer," and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (check one):

Large accelerated filer o

Accelerated filer o

Non-accelerated filer o (Do not check if a
smaller reporting company)

Smaller reporting company ý


Indicate
by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange
Act). Yes o    No ý

While there is no established market for the Registrant's common stock, the aggregate market value of the Registrant's common stock held by
non-affiliates of the Registrant as of June 30, 2009 (the last business day of the Registrant's most recently completed second fiscal quarter) was approximately $305.2 million,
assuming a market value of $10.00 per share.

As
of February 28, 2010, the Registrant had 66,125,466 shares of common stock outstanding.



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BEHRINGER HARVARD MULTIFAMILY REIT I, INC.
FORM 10-K
Year Ended December 31, 2009



PagePART IItem 1.

Business


5Item 1A.

Risk Factors


13Item 1B.

Unresolved Staff Comments


70Item 2.

Properties


70Item 3.

Legal Proceedings


73Item 4.

(Removed and Reserved)


73PART IIItem 5.

Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities


74Item 6.

Selected Financial Data


81Item 7.

Management's Discussion and Analysis of Financial Condition and Results of Operations


83Item 7A.

Quantitative and Qualitative Disclosures about Market Risk


114Item 8.

Financial Statements and Supplementary Data


115Item 9.

Changes in and Disagreements With Accountants on Accounting and Financial Disclosure


115Item 9A(T).

Controls and Procedures


115Item 9B.

Other Information


116PART IIIItem 10.

Directors, Executive Officers and Corporate Governance


117Item 11.

Executive Compensation


125Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters


127Item 13.

Certain Relationships and Related Transactions, and Director Independence


129Item 14.

Principal Accounting Fees and Services


133PART IVItem 15.

Exhibits, Financial Statement Schedules


135Signatures


136


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Forward-Looking Statements

Certain statements in this Annual Report on Form 10-K constitute "forward-looking statements" within the meaning of
Section 27A of the Securities Act of 1933, as amended (the "Securities Act") and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). These
forward-looking statements include discussion and analysis of the financial condition of Behringer Harvard Multifamily REIT I, Inc. and its subsidiaries (which may be referred to herein as the
"Company," "we," "us" or "our"), including, but not limited to, our ability to make accretive investments, our ability to generate cash flow to support cash distributions to our stockholders, our
ability to obtain favorable debt financing, our ability to secure leases at favorable rental rates and other matters. Words such as "may," "anticipates," "expects," "intends," "plans," "believes,"
"seeks," "estimates," "would," "could," "should" and variations of these words and similar expressions are intended to identify forward-looking statements.

These
forward-looking statements are not historical facts but reflect the intent, belief or current expectations of our management based on their knowledge and understanding of the
business and industry, the economy and other future conditions. These statements are not guarantees of future performance, and we caution stockholders not to place undue reliance on forward-looking
statements. Actual results may differ materially from those expressed or forecasted in the forward-looking statements due to a variety of risks, uncertainties and other factors, including but not
limited to the
factors listed and described under Item 1A, "Risk Factors" in this Annual Report on Form 10-K and the factors described below:



Forward-looking
statements in this Annual Report on Form 10-K reflect our management's view only as of the date of this Report, and may ultimately prove to be
incorrect or false. We undertake no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating
results. We intend for these forward-looking statements to be covered by the applicable safe harbor provisions created by Section 27A of the Securities Act and Section 21E of the
Exchange Act.

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Cautionary Note

The representations, warranties, and covenants made by us in any agreement filed as an exhibit to this Annual Report on
Form 10-K are made solely for the benefit of the parties to the agreement, including, in some cases, for the purpose of allocating risk among the parties to the agreement, and
should not be deemed to be representations, warranties, or covenants to or with any other parties. Moreover, these representations, warranties, or covenants should not be relied upon as accurately
describing or reflecting the current state of our affairs.

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PART I

Item 1.    Business.

Organization

Behringer Harvard Multifamily REIT I, Inc. (which, together with its subsidiaries as the context requires, may be referred to as
the "Company," "we," "us," or "our") was organized in Maryland on August 4, 2006 and has elected to be taxed, and currently qualifies, as a real estate investment trust ("REIT") for federal
income tax purposes. As a REIT, we generally are not subject to corporate-level income taxes. To maintain our REIT status, we are required, among other requirements, to distribute annually at least
90% of our "REIT taxable income," as defined by the Internal Revenue Code of 1986, as amended (the "Code"), to our stockholders. If we fail to qualify as a REIT in any taxable year, we would be
subject to federal income tax on our taxable income at regular corporate tax rates. As of December 31, 2009, we believe we are in compliance with all applicable REIT requirements.

We
invest in and operate high quality multifamily communities. These multifamily communities include conventional, stabilized, multifamily assets, such as mid-rise,
high-rise, and garden style properties, and may also include student housing and age-restricted properties, typically requiring residents to be age 55 or older. Our targeted
communities include existing "core" properties that are already stabilized and producing rental income as well as more opportunistic properties in various phases of development, redevelopment, in
lease up or repositioning. Further, we may invest in other types of commercial real estate, real estate-related securities, mortgage, bridge, mezzanine or other loans and Section 1031
tenant-in-common interests, or in entities that make investments similar to the foregoing. We completed our first investment in April 2007 and, as of December 31, 2009,
we have made investments in 20 multifamily communities of which eight are operating properties, ten are in lease up and two are in development. We have made and intend to continue making investments
both in wholly owned investments and through co-investment arrangements with other participants ("Co-Investment Ventures").

We
have no employees and are supported by related party service agreements. We are externally managed by Behringer Harvard Multifamily Advisors I LP ("Behringer Harvard
Multifamily Advisors I" or the "Advisor"), a Texas limited partnership organized in 2006. The Advisor is responsible for managing our affairs on a day-to-day basis and for
identifying and making real estate investments on our behalf. Substantially all our business is conducted through our operating partnership, Behringer Harvard Multifamily OP I LP, a Delaware
limited partnership ("Behringer Harvard Multifamily OP I"). Our wholly owned subsidiary, BHMF, Inc., a Delaware corporation ("BHMF Inc.") owns less than 0.1% of Behringer Harvard
Multifamily OP I as its sole general partner. The remaining ownership interest in Behringer Harvard Multifamily OP I is held as a limited partner's interest by our wholly owned subsidiary BHMF
Business Trust, a Maryland business trust.

Our
office is located at 15601 Dallas Parkway, Suite 600, Addison, Texas 75001, and our toll free telephone number is (866) 655-3600. The name
Behringer Harvard is the property of Behringer Harvard Holdings, LLC and is used by permission.

Offerings of our Common Stock

We are authorized to issue 875,000,000 shares of common stock, 1,000 shares of convertible stock and 124,999,000 shares of preferred
stock. All shares of our stock have a par value of $0.0001 per share. On August 4, 2006 (our date of inception), we sold 1,249 shares of our common stock to Behringer Harvard
Holdings, LLC ("Behringer Harvard Holdings") for $10,004 in cash. On November 28, 2007, we sold an additional 23,720 shares of our common stock to Behringer Harvard Holdings for cash of
$189,997.

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On
November 22, 2006, we commenced a private offering pursuant to Regulation D of the Securities Act of 1933, as amended (the "Securities Act") to sell a maximum of
approximately $400 million of common stock to accredited investors (the "Private Offering"). We terminated the Private Offering on December 28, 2007. We sold a total of approximately
14.2 million shares of common stock and raised a total of approximately $127.3 million in gross offering proceeds in the Private Offering. Net proceeds, after selling commissions, dealer
manager fees, and other offering costs, were approximately $114.3 million.

On
September 5, 2008, we commenced our initial public offering (the "Initial Public Offering") of up to 200,000,000 shares of common stock offered at a price of $10.00 per share
pursuant to a Registration Statement on Form S-11 filed under the Securities Act. The Initial Public Offering also covered the registration of up to an additional 50,000,000 shares
of common stock at a price of $9.50 per share pursuant to our distribution reinvestment plan ("DRIP"). We reserve the right to reallocate shares of our common stock between the primary offering and
our DRIP. As of December 31, 2009, we sold a total of approximately 43.1 million shares of common stock and raised a total of approximately $430.4 million in gross offering proceeds in the
Initial Public Offering. Net proceeds, after selling commissions, dealer manager fees, and other offering costs were approximately $374.9 million.

As
of December 31, 2009, we had issued approximately 57.4 million shares of our common stock, including 943,485 shares through the DRIP, 24,969 shares owned by Behringer Harvard
Holdings and 6,000 shares of restricted stock issued to our independent directors in connection with serving as a director. As of December 31, 2009, we had redeemed 321,020 shares of our common
stock and had approximately 57.1 million shares of our common stock outstanding. As of December 31, 2009, we had 1,000 shares of non-participating, non-voting
convertible stock issued and outstanding and no shares of preferred stock issued and outstanding. Aggregate gross offering proceeds from our offerings total approximately $555.3 million, and net
proceeds, after selling commissions, dealer manager fees, and organization and offering expenses, total approximately $486.9 million.

While
conducting our Initial Public Offering, we admit new stockholders at least monthly. All subscription proceeds are held in a separate account until the subscribing investors are
admitted as stockholders. Upon admission of new stockholders, subscription proceeds are transferred to operating cash and may be utilized as consideration for investments and the payment or
reimbursement of dealer manager fees, selling commissions, offering expenses and operating expenses. Until required for such purposes, net offering proceeds are held in short-term, liquid
investments including but not limited to money market accounts and FDIC-insured deposits.

Our
common stock is not currently listed on a national securities exchange. However, management anticipates within four to six years after the termination of our public offering to begin
the process of either listing the common stock on a national securities exchange or liquidating our assets, depending on the then-prevailing market conditions.

We
intend to use the proceeds from our Initial Public Offering, after deducting offering expenses, primarily to make investments in multifamily communities, with a particular focus on
acquiring high quality multifamily communities that will produce rental income. We intend to acquire a diversified income-producing portfolio of core assets, using multiple strategies. These
strategies may include acquisitions of existing stabilized assets, assets in lease up, assets that may benefit from enhancement or repositioning and development assets. We intend to retain a mix of
these investments as core assets generating recurring income with the potential for capital appreciation.

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2009 Highlights

During 2009, we completed the following key transactions:



Investment Objectives

Our overall investment objectives, in their relative order of importance are:



Investment Policies

Our investment strategy is designed primarily to make investments in high quality multifamily assets, with a particular focus on
acquiring high quality multifamily communities that will produce rental income and will appreciate in value within our program's targeted life. We intend to acquire a diversified portfolio of core and
more opportunistic assets on our own or through Co-Investment Ventures using multiple strategies. These strategies may include acquisitions of existing stabilized assets that are
generating income, assets in the lease up phase, assets that may benefit from enhancement or repositioning and development assets. We may invest in other types of commercial real estate, including
office buildings, shopping centers, business and industrial parks, manufacturing facilities, warehouses

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and
distribution facilities and motel and hotel properties. We may also invest in real estate-related securities, including securities issued by other real estate companies, either for investment or
in change of control transactions completed on a negotiated basis or otherwise. We also may originate or acquire investments in mortgage, bridge, mezzanine or other loans and Section 1031
tenant-in-common interests (including those issued by programs sponsored by Behringer Harvard Holdings, LLC), or in entities that make investments similar to the
foregoing. As of December 31, 2009, all of our investments have been made in multifamily communities located in top 50 Metropolitan Statistical Areas ("MSA"), and we have not made any
international investments. Although we intend to primarily invest in real estate assets located in the United States, in the future we may make investments in real estate assets located outside the
United States. We will not make international investments until one of our independent directors has at least three years of relevant experience acquiring and managing such international investments.

As
part of our long-term investment strategy to acquire high quality multifamily communities, as of December 31, 2009, we have made 17 of our real estate and real
estate-related investments by investing in Co-Investment Ventures. We believe this strategy will allow us to increase the number of our investments, thereby providing greater portfolio
diversification, and to participate in larger real estate investments, thereby providing greater access to high quality investment opportunities. To accomplish this strategy, we have and intend to
continue to enter into additional Co-Investment Ventures that invest in equity interests, mortgage, mezzanine or other loans, or other Co-Investment Ventures to acquire,
develop or improve properties with third parties or certain affiliates of our Advisor, including real estate limited partnerships and REITs sponsored by affiliates of our Advisor. Our
Co-Investment Ventures may be with large institutional entities with significant holdings.

Recent
market conditions have provided us, and may continue to provide us, with opportunities for investments in core properties, which are producing stabilized rental income. These
investments have less uncertainty because projecting occupancy and rental rates is more quantifiable and financing is currently available at satisfactory terms. Investments in unstabilized properties,
such as those in lease
up, or development or redevelopment projects, will be based on underwriting assumptions that include realistic assessments of current rental rates and occupancies and higher total return expectations.
In particular, for investments that are substantially constructed but are in lease up, we expect to achieve higher returns than comparable stabilized properties, but with less completion and financing
risk than new developments. These may be structured as Co-Investment Ventures or wholly owned investments. We expect to negotiate favorable terms for our investments, particularly purchase
price and financing terms, and in the case of equity investments, preferred returns and subordinations with respect to other equity holders. However, there is no assurance that we will be able to
acquire new investments on these terms.

We
have and expect to continue to employ a loan investment strategy primarily during the development phase of certain projects. Investments in mezzanine and mortgage loans generally can
provide higher current income than equity investments in development real estate projects while providing the opportunity, at our discretion, to invest in the long-term equity of the
projects. In certain cases we may have the option of converting our loan investment into an equity position, where we would participate in operating earnings and would attempt to realize value
appreciation upon the sale of the property. We believe this combination of loan and equity investments can lead to higher average returns and a higher-quality portfolio over the longer term.

In
the current economic environment, where both equity and debt capital have become more restricted, many owners of real estate require additional capital fundings, often in order to
remove or reduce a construction loan, mezzanine loan, or equity component of a project. When presented with these opportunities, we will seek to acquire interests in multifamily communities by
recapitalizing their capital structures in ways that afford us an advantaged, first-position priority return relative to other investors in the project. In this environment, we envision the ability to
provide debt and equity

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investment
capital on terms that favor us over existing investors with respect to our percentage ownership, preferred current returns and preferred returns of invested capital.

In
addition to current returns, we will look to acquire multifamily communities that we believe will also generate a competitive growth component for total returns. Our strategy will be
to seek out investments with high quality construction and amenities that are trading below historical replacement costs. In particular, as of December 31, 2009, we have acquired three high
quality multifamily communities which were originally built as condominium developments but the units were never sold. We have acquired these newly constructed communities at substantial discounts to
their construction costs. Through our strategy of operating these as multifamily communities, we expect the higher condominium quality finishes to produce higher operating returns, while our lower
basis may provide significant appreciation. If current economic conditions persist, we expect that the tight capital markets and opportunities from distressed sellers will enable us to acquire more of
these types of assets that meet our investment criteria.

When
appropriate, we may also incorporate into our investment portfolio value-added multifamily communities that have either been mismanaged or otherwise have not realized what we
believe to be full appreciation and income-generation potential. Generally, we would make capital improvements or seek to aesthetically improve the asset and its amenities, increase rents, and
stabilize occupancy with the goal of adding an attractive increase in yield and improving total returns.

Co-Investment Ventures

As of December 31, 2009, we have invested in 20 multifamily communities or projects, 17 of which we have invested in through
Co-Investment Ventures. As of December 31, 2009 all of our Co-Investment Ventures have been made through joint ventures with Behringer Harvard Master Partnership
I LP (the "BHMP Co-Investment Partner") through entities in which we are the manager. The 1% general partner of the BHMP Co-Investment Partner is Behringer Harvard
Institutional GP LP, which is an affiliate of our Advisor and is indirectly owned by our sponsor, Behringer Harvard Holdings, LLC. The 99% limited partner of the BHMP
Co-Investment Partner is Stichting Depositary PGGM Private Real Estate Fund, a Dutch foundation acting in its capacity as depositary of and for the account and risk of PGGM Private Real
Estate Fund, an investment vehicle for large Dutch pension funds ("PGGM"). Substantially all of the capital provided to the BHMP Co-Investment Partner is from PGGM. We have no ownership or
other direct financial interests in either of these entities.

Each
of our separate joint ventures with the BHMP Co-Investment Partner is made through a separate entity that owns 100% of the voting equity interests and approximately 99%
of the economic interests in one subsidiary REIT, through which substantially all of the joint venture's business is conducted. Each separate joint venture entity, together with its respective
subsidiary REIT, is referred to herein as a "BHMP CO-JV." Each BHMP CO-JV is a separate legal entity formed for the sole purpose of holding its respective investment and
obtaining legally separated debt and equity financing.

Each
BHMP CO-JV is managed by us or a subsidiary of ours, but the operation of the BHMP CO-JV's investment must generally be conducted in accordance with
operating plans approved by the BHMP Co-Investment Partner. In addition, without the consent of all members of the BHMP CO-JV, the manager may not generally approve or
disapprove on behalf of the BHMP CO-JV certain major decisions affecting the BHMP CO-JV, such as (i) selling or otherwise disposing of the BHMP CO-JV's
investment or any other property having a value in excess of $100,000, (ii) selling any additional interests in the BHMP CO-JV, (iii) approving initial and annual operating
plans and capital expenditures or (iv) incurring or materially modifying any indebtedness of the BHMP CO-JV in excess of $100,000 or causing the BHMP CO-JV to become
liable for any debt, obligation or undertaking of any other individual or entity in excess of $100,000 other than in accordance with the operating plans.

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The
BHMP Co-Investment Partner may remove the manager for cause and appoint a successor. Distributions of net cash flow from the BHMP CO-JV will be distributed to the members
no less than quarterly in accordance with the members' ownership interests. BHMP CO-JV capital contributions and distributions are made pro rata in accordance with ownership interests.

Certain
BHMP CO-JVs have made equity investments with third-party partners in, and/or have made loans to, entities that own one real estate operating property or development
project. The collective group of these operating property entities or development entities are collectively referred to herein as "Property Entities." Each Property Entity is a separate legal entity
for the sole purpose of holding its respective operating property or development project and obtaining legally separated debt and equity financing.

As
of December 31, 2009, two of our 17 BHMP CO-JVs have made only mezzanine or mortgage loan investments in Property Entities that are developing multifamily
communities. These BHMP CO-JVs are dependent on the applicable Property Entity borrowers to pay contractual interest and other obligations. In addition, as of December 31, 2009,
15 of our 17 BHMP CO-JVs have made equity investments in Property Entities that are operating or developing multifamily communities. Of the 15 equity investments,
eight are wholly owned by the BHMP CO-JV and seven are investments in Property Entities. All of these BHMP CO-JVs are dependent on individual multifamily residents to pay
contractual rents. See Item 2, "Properties" of this Annual Report on Form 10-K for a description of each of these investments.

Borrowing Policies

Our board of directors has adopted policies to generally limit our consolidated borrowings. Our consolidated borrowings shall not
exceed 300% of our adjusted consolidated net assets. For these purposes we define adjusted consolidated net assets as our consolidated net equity less certain intangibles plus accumulated property and
finance-related depreciation and amortization. Also, our board of directors has adopted a policy to generally limit our aggregate borrowings to approximately 75% of the aggregate value of our assets
unless substantial justification exists that borrowing a greater amount is in our best interests. Our policy limitation, however, does not apply to unconsolidated investments of individual real estate
assets and only will apply once we have ceased raising capital under the Initial Public Offering or any subsequent offering and invested substantially all of our capital. As a result, we expect to
borrow more than 75% of the contract purchase price of a particular real estate asset we acquire, to the extent our board of directors determines that borrowing this amount is prudent. For these
purposes, the value of our assets is based on methodologies and policies determined by the board of directors that may include, but do not require, independent appraisals. As of December 31,
2009, we have $51.3 million in consolidated borrowings, which represents less than 9.8% of our adjusted consolidated net assets and 32% of the carrying value of our real estate assets. Accordingly, as
of December 31, 2009, these policies have not constrained our ability to incur debt. Should we incur additional consolidated borrowings, the board of directors may in their discretion modify
these limits if in their judgment they determine there is substantial justification that borrowings of a greater amount is in our best interests. Our board of directors must review our aggregate
borrowings at least quarterly. In addition to these formal policies, our board will evaluate other factors in determining the aggregate borrowings both on a consolidated basis and individually on a
per property basis as assets are acquired, disposed and refinanced. These factors may include debt service coverage, fixed rate and variable rate targets and scheduling of maturities. Following the
investment of the proceeds to be raised in the Initial Public Offering, we will seek a long term leverage ratio of approximately 60% upon stabilization of the aggregate value of our assets.

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As with our investment policies, the current state of the capital markets may require us to take a very flexible policy to borrowings in the short term in order
to achieve our long term objectives. Notwithstanding the above policies, depending on market conditions and the current life cycle of an acquired property, we may elect higher or lower leverage
percentages or not borrow at all on a consolidated basis. We may also choose to have relatively less financing in our Co-Investment Ventures or Property Entity properties. On an
on-going basis, we will continue to evaluate both the individual and portfolio maturity terms. In certain market conditions and for certain assets, we may elect to extend maturities or
increase leverage for financings deemed to have favorable terms. If we do choose to incur fewer borrowings, we would expect to acquire fewer properties. Depending on the market capitalization rates
and interest rates, this may result in lower net returns on our investments.

Tax Status

We have elected to be taxed as a REIT under Sections 856 through 860 of the Code, and have qualified as a REIT since the year
ended December 31, 2007. To qualify as a REIT, we must meet a number of organizational and operational requirements, including a requirement that we distribute at least 90% of our REIT taxable
income to our stockholders. As a REIT, we generally will not be subject to federal income tax at the corporate level. We are organized and operate in such a manner as to qualify for taxation as a REIT
under the Code, and we intend to continue to operate in
such a manner, but no assurance can be given that we will operate in a manner so as to qualify or remain qualified as a REIT.

Distribution Policy

In order to qualify as a REIT, we are required to distribute at least 90% of our annual REIT taxable income to our stockholders. Until
we generate sufficient cash flow from operating activities to fully fund the payment of distributions, some or all of our distributions will be paid from other sources. For the year ended
December 31, 2009, our distributions were partially funded from operating cash flow and the remainder from other financing activities, such as our offering proceeds. In addition, to the extent
our investments are in properties in lease up, development or redevelopment projects or properties that have significant capital requirements, our ability to make distributions may be negatively
impacted, especially during our early periods of operation. As development projects are completed and begin to generate income, we would expect to have additional funds available to distribute to the
stockholders. We cannot assure as to when we will begin to generate sufficient cash flow solely from operating activities to make distributions.

Distributions
have and will continue to be authorized at the discretion of our board of directors, based on its analysis of our earnings, cash flow, anticipated cash flow, capital
expenditure requirements, general financial condition or other factors that our board of directors deem relevant. The board's discretion will be influenced, in substantial part, by its obligation to
cause us to comply with the REIT requirements. Because we may receive income from interest or rents at various times during our fiscal year, distributions may not reflect our income earned in that
particular distribution period but may be paid in anticipation of cash flow that we expect to receive during a later period in an attempt to make distributions relatively uniform. Our board of
directors currently declares distributions on a monthly or quarterly basis, portions of which are paid on a monthly basis. Monthly distributions are paid based on daily record and distribution
declaration dates so our investors will be entitled to be paid distributions beginning on the day they purchase shares.

Many
of the factors that can affect the availability and timing of cash distributions to stockholders are beyond our control, and a change in any one factor could adversely affect our
ability to pay future distributions. There can be no assurance that future cash flow will support paying our currently

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established
distributions or maintaining distributions at any particular level or at all. Since we began operations, our board of directors has declared distributions as summarized below:

Period

Approximate Amount
Per Share
(Rounded)

Annualized
Percentage
ReturnMarch 1, 2009 - December 31, 2009

$
0.001917800


7.0%
(1)October 1, 2008 - February 28, 2009

$
0.001780800


6.5%
(1)January 1, 2008 - September 30, 2008

$
0.001013699


4.0%
(2)December 1, 2007 - December 31, 2007

$
0.001013699


4.0%
(2)July 1, 2007 - November 30, 2007

$
0.000986301


4.0%
(3)


(1)Assuming
a share price of $10.00 per share(2)Assuming
a share price of $9.25 per share(3)Assuming
a share price of $9.00 per share


Competition

We are subject to significant competition in seeking real estate investments and residents. We compete with many third parties engaged
in real estate investment activities including other REITs, specialty finance companies, savings and loan associations, banks, mortgage bankers, insurance companies, mutual funds, institutional
investors, investment banking firms, lenders, hedge funds, governmental bodies and other entities. We also face competition from other real estate investment programs, including other Behringer
Harvard programs, for investments that may be suitable for us. Many of our competitors have substantially greater financial and other resources than we have and may have substantially more operating
experience than either us or our Advisor. They also may enjoy significant competitive advantages related to, among other things, cost of capital, governmental regulation, access to real estate
investments and resident services.

Regulations

Our investments are subject to various federal, state, local and foreign laws, ordinances and regulations, including, among other
things, zoning regulations, land use controls, environmental controls relating to air and water quality, noise pollution and indirect environmental impacts such as increased motor vehicle activity. We
believe that we have all permits and approvals necessary under current law to operate our investments.

Environmental

As an owner of real estate, we are subject to various environmental laws of federal, state and local governments. Compliance with
existing laws has not had a material adverse effect on our financial condition or results of operations, and management does not believe it will have such an impact in the future. However, we cannot
predict the impact of unforeseen environmental contingencies or new or changed laws or regulations on properties in which we hold an interest, or on properties that may be acquired directly or
indirectly in the future.

Employees

We have no employees. Our Advisor and other affiliates of Behringer Harvard Holdings perform a full range of real estate services for
us, including acquisitions, property management, accounting, legal, asset management, wholesale brokerage and investor relations services.

We
are dependent on affiliates of Behringer Harvard Holdings for services that are essential to us, including the sale of shares of our common stock, asset acquisition decisions,
property management and

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other
general administrative responsibilities. In the event that these companies were unable to provide these services to us, we would be required to provide such services ourselves or obtain such
services from other sources.

Industry Segment

Our current business consists of investing in and operating multifamily communities. Substantially all of our consolidated net income
is from real estate properties that we wholly own or own through joint ventures. We account for all of our joint ventures under the equity method of accounting. Our management evaluates operating
performance on an individual property and/or joint venture level. However, as each of our wholly owned communities and joint ventures has similar economic characteristics, we are managed on an
enterprise-wide basis with one reportable segment.

Available Information

We electronically file Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current
Reports on Form 8-K and all amendments to those reports with the Securities and Exchange Commission (the "SEC"). We also have filed with the SEC registration statements on
Form S-11 in connection with the Initial
Public Offering of our common stock. Copies of our filings with the SEC may be obtained from the website maintained for us and our affiliates at www.behringerharvard.comor at the SEC's website atwww.sec.gov. Access to these filings is free of
charge. We are not incorporating our website or any information from the website into this Annual Report on Form 10-K.

Item 1A.    Risk Factors.

The factors described below represent our principal risks. Other factors may exist that we do not consider to be significant based on
information that is currently available or that we are not currently able to anticipate. Our stockholders or potential investors may be referred to as "you" or "your" and the Initial Public Offering
may be referred to as "this offering" in this Item 1A, "Risk Factors" section.

Risks Related to an Investment in Behringer Harvard Multifamily REIT I

There is no public trading market for shares of our common stock; therefore, it will be difficult for you to sell your shares. If you are able to sell your shares, you may
have to sell them at a substantial discount from the offering price.

There is no public market for the shares. In addition, the price you receive for the sale of any shares of our common stock is likely
to be less than the proportionate value of our investments. Therefore, you should purchase the shares only as a long-term investment. The minimum purchase requirements and suitability
standards imposed on prospective investors in this offering also apply to subsequent purchasers of our shares. If you are able to find a buyer for your shares, you may not sell your shares to such
buyer unless the buyer meets certain applicable blue sky (state-mandated) suitability standards, which may inhibit your ability to sell your shares. Moreover, our board of directors has approved the
share redemption program. Our board of directors may reject any request for redemption of shares or amend, suspend or terminate our share redemption program at any time. Therefore, it will be
difficult for you to sell your shares promptly or at all. You may not be able to sell your shares in the event of an emergency, and if you are able to sell your shares, you may have to sell them at a
substantial discount from the offering price. It is also likely that your shares would not be accepted as the primary collateral for a loan.

Both we and our advisor have limited operating histories.

We and our advisor are recently organized companies and have limited operating histories. We were incorporated in August 2006, and, as
of December 31, 2009, have acquired real estate-related

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assets
relating to only 20 specific properties. No assurances can be given that we will acquire any additional investments. Neither our officers and directors, nor the officers and employees of our
advisor and its affiliates, have extensive experience investing in or originating different forms of debt financing such as mortgages, bridge, mezzanine or other loans beyond this real estate program.

You
should consider our prospects in light of the risks, uncertainties and difficulties frequently encountered by companies that are, like us, in their early stage of development. To be
successful in this market, we must, among other things:



We
cannot guarantee that we will succeed in achieving these goals, and our failure to do so could cause you to lose all or a portion of your investment.

The prior performance of real estate investment programs sponsored by affiliates of our advisor or our Chairman of the Board, Robert M. Behringer, may not be an
indication of our future results.

You should not rely upon the past performance of other real estate investment programs sponsored by affiliates of our advisor or
Robert M. Behringer to predict our future results. Accordingly, the prior performance of real estate investment programs sponsored by affiliates of our Chairman of the Board,
Mr. Behringer, and our advisor may not be indicative of our future results.

We may suffer from delays in locating suitable investments, which could adversely affect the return on your investment.

Our ability to achieve our investment objectives and to make distributions to our stockholders is dependent upon the performance of our
advisor in the acquisition of our investments and the determination of any financing arrangements as well as the performance of our property manager, the selection of multifamily community residents
and the negotiation of leases. The current market for properties that meet our investment objectives is highly competitive as is the leasing market for such properties. The more shares we sell in this
offering, the greater our challenge will be to invest all of the net offering proceeds on attractive terms. Except for the investments described in Item 2, "Properties" of this Annual Report on
Form 10-K, you will have no opportunity to evaluate the terms of transactions or other economic or financial data concerning our investments. You must rely entirely on the oversight
of our board of directors, the management ability of our advisor and the performance of the property manager. We cannot be sure that our advisor will be successful in obtaining suitable investments on
financially attractive terms.

We
could suffer from delays in locating suitable investments as a result of our reliance on our advisor at times when management of our advisor is simultaneously seeking to locate
suitable investments for other Behringer Harvard-sponsored programs, some of which have investment objectives and employ investment strategies that are similar to ours. Although our sponsor generally
seeks to avoid simultaneous public offerings of funds that have a substantially similar mix of fund characteristics, including targeted investment types, investment objectives and criteria, and
anticipated fund terms, there may be periods during which one or more Behringer Harvard-sponsored programs are seeking to invest in similar properties.

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Additionally,
as a public company, we are subject to the ongoing reporting requirements under the Exchange Act. Pursuant to the Exchange Act, we may be required to file with the SEC
financial statements of properties we acquire and investments we make in real estate-related assets. To the extent any required financial statements are not available or cannot be obtained, we will
not be able to acquire the investment. As a result, we may not be able to acquire certain properties or real estate-related assets that otherwise would be a suitable investment. We could suffer delays
in our investment acquisitions due to these reporting requirements.

Furthermore,
where we acquire properties prior to the start of construction or during the early stages of construction, it will typically take several months to complete construction and
rent available space. Therefore, you could suffer delays in the receipt of distributions attributable to those particular properties.

Delays
we encounter in the selection, acquisition and development of properties could adversely affect your returns. In addition, if we are unable to invest our offering proceeds in real
properties and real estate-related assets in a timely manner, we will hold the proceeds of this offering in an interest-bearing account, invest the proceeds in short-term, liquid
investments, including, but not limited to, money market accounts and FDIC-insured deposits, or, ultimately, liquidate. In such an event, our ability to pay distributions to our
stockholders and the returns to our stockholders would be adversely affected.

Investors who invest in us earlier in our offering may realize a lower rate of return than later investors.

Because we have made a limited number of investments and have not identified a significant number of other investments, there can be no
assurances as to when we will begin to generate sufficient cash flow from operating activities to fully fund the payment of distributions. As a result, investors who invest in us before we commence
substantial real estate operations and generate substantial cash flow may realize a lower rate of return than later investors. We expect to have little cash flow from operating activities available
for distribution until we make substantial investments. In addition, to the extent our investments are in development or redevelopment projects, properties, or other real estate-related assets that
have significant capital requirements, our ability to make distributions may be negatively impacted, especially during our early periods of operation. Therefore, until such time as we have sufficient
cash flow from operating activities to fully fund the payment of distributions therefrom, some or all of our distributions will be paid from other sources, such as from the proceeds of this or other
offerings, cash advances to us by
our advisor, cash resulting from a waiver of asset management fees, and borrowings, including borrowings secured by our assets, in anticipation of future cash flow from operating activities.

Investors who invest later in this offering may realize a lower rate of return than investors who invest earlier in the offering to the extent we fund distributions from
sources other than cash flow from operating activities.

To the extent we incur debt to fund distributions earlier in this offering, the amount of cash available for distributions in future
periods will be decreased by the repayment of such debt. Similarly, if we use offering proceeds to fund distributions, later investors may experience immediate dilution in their investment because a
portion of our net assets would have been used to fund distributions instead of retained in our company and used to make real estate investments. Earlier investors will benefit from the investments
made with funds raised later in the offering, while later investors may not share in their pro rata return of some of the net offering proceeds raised from earlier investors.

We may have to make decisions on whether to invest in certain properties or real estate-related assets, including prior to receipt of detailed information on the investment.

In order to effectively compete for the acquisition of properties and other real estate-related assets in the current market, our
advisor and board of directors may be required to make investment

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decisions
and be required to make substantial non-refundable deposits prior to the completion of our analysis and due diligence on a property or real estate-related asset acquisition. In
such cases, the information available to our advisor and board of directors at the time of making any particular investment decision, including the decision to pay any non-refundable
deposit and the decision to consummate any particular acquisition, may be limited, and our advisor and board of directors may not have access to detailed information regarding any particular
investment property, such as physical characteristics, environmental matters, zoning regulations or other local conditions affecting the investment property. Therefore, no assurance can be given that
our advisor and board of directors will have knowledge of all circumstances that may adversely affect an investment. In addition, our advisor and board of directors expect to rely upon independent
consultants in connection with their evaluation of proposed investment properties, and no assurance can be given as to the accuracy or completeness of the information provided by such independent
consultants.

Because this is a blind pool offering and we have not specified properties or real estate-related assets to acquire with all of the proceeds from this offering, you will not
have the opportunity to evaluate our additional investments before we make them.

Because we have not yet identified all of the investments that we may make with proceeds from this offering, we are only able to
provide you with information to evaluate our current investments. We will seek to invest substantially all of the offering proceeds available to us for investment, after the payment of fees and
expenses, in the acquisition of real estate and real estate-related assets. Our success is greatly dependent on our ability to successfully invest the proceeds of this offering in additional
investments.

If we are unable to raise substantial additional funds in this offering, we will be limited in the number and type of properties and real estate-related assets we may
acquire and the return on your investment in us may fluctuate with the performance of the specific investments we make.

This offering is being made on a "best efforts" basis, whereby the dealer manager and brokers participating in this offering are
required to use only their best efforts to sell our shares and have no firm commitment or obligation to purchase any of the shares. As a result, we cannot assure you as to the amount of proceeds that
will be raised in this offering. If we are unable to raise substantial additional funds in this offering, we will make fewer additional investments resulting in less diversification in terms of the
number of investments owned, the geographic regions in which our properties and real estate-related assets are located and the types of investments that we acquire. In such event, the likelihood of
our profitability being affected by the performance of any one of our investments will increase. As of December 31, 2009, we have made substantially all of our current investments through joint
ventures and intend to continue this strategy. If we are able to make only a few additional investments, we would not achieve broad diversification of our investments. Additionally, we are not limited
in the number or size of our investments or the percentage of net proceeds we may dedicate to a single asset. Your investment in our shares will be subject to greater risk to the extent that we lack a
diversified portfolio. In addition, if we are unable to raise substantial additional funds, our fixed operating expenses, as a percentage of gross income, would be higher, and our financial condition
and ability to pay distributions could be adversely affected.

If we lose or are unable to obtain key personnel, our ability to implement our investment strategies could be delayed or hindered.

Our success depends to a significant degree upon the continued contributions of our chairman and certain executive officers and other
key personnel of us, our advisor and its affiliates, including Robert M. Behringer and Robert S. Aisner, each of whom would be difficult to replace. We do not have employment agreements
with our chairman, executive officers and other key personnel of us, our

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advisor
and its affiliates, and we cannot guarantee that they will remain affiliated with us. Although our chairman, several of the executive officers and other key personnel of us, our advisor and
its affiliates, including Mr. Behringer and Mr. Aisner, have entered into employment agreements with affiliates of our advisor, including Harvard Property Trust, these agreements are
terminable at will, and we cannot guarantee that such persons will remain affiliated with our advisor. If any of our key personnel were to cease their affiliation with us, our advisor or its
affiliates, our operating results could suffer. Further, although Behringer Harvard Holdings has key person insurance on the lives of Robert M. Behringer, Robert S. Aisner,
Gerald J. Reihsen, III, Gary S. Bresky and M. Jason Mattox and Jeffrey S. Schwaber, we do not intend to separately maintain key person life insurance on these
individuals, or any other person. We believe that our future success depends, in large part, upon our advisor's and its affiliates' ability to hire and retain highly skilled managerial, operational
and marketing personnel. Competition for persons with these skills is intense, and we cannot assure you that our advisor will be successful in attracting and retaining such skilled personnel. Further,
we have established, and intend in the future to establish, strategic relationships with firms that have special expertise in certain services or as to assets both nationally and in certain geographic
regions. Maintaining these relationships will be important for us to effectively compete for assets. We cannot assure you that we will be successful in attracting and retaining such strategic
relationships. If we lose or are unable to obtain the services of key personnel or do not establish or maintain appropriate strategic relationships, our ability to implement our investment strategies
could be delayed or hindered.

If we internalize our management functions, your interest in us could be diluted, and we could incur other significant costs associated with being self-managed.

Our strategy may involve internalizing our management functions. If we internalize our management functions, we may elect to negotiate
to acquire our advisor's and property manager's assets and personnel. Under our advisory management agreement, we are restricted from hiring or soliciting any employee of our advisor or its affiliates
for one year from the termination of the agreement. We are similarly restricted under our property management agreement with respect to the employees of our property manager or its affiliates. These
restrictions could make it difficult to internalize our management functions without acquiring assets and personnel from our advisor and its affiliates for consideration that would be negotiated at
that time. At this time, we cannot be sure of the form or amount of consideration or other terms relating to any such acquisition. Such consideration could take many forms, including cash payments,
promissory notes and shares of our stock. The
payment of such consideration could result in dilution of your interests as a stockholder and could reduce the net income per share and funds from operations per share attributable to your investment.

In
addition, while we would no longer bear the costs of the various fees and expenses we expect to pay to our advisor under the advisory management agreement if we internalize, our
direct expenses would include general and administrative costs, including legal, accounting and other expenses related to corporate governance and SEC reporting and compliance. We would also incur the
compensation and benefits costs of our officers and other employees and consultants that we now expect will be paid by our advisor or its affiliates. In addition, we may issue equity awards to
officers, employees and consultants, which awards would decrease net income and funds from operations and may further dilute your investment. We cannot reasonably estimate the amount of fees to our
advisor we would save and the costs we would incur if we became self-managed. If the expenses we assume as a result of an internalization are higher than the expenses we avoid paying to
our advisor, our net income per share and funds from operations per share would be lower as a result of the internalization than it otherwise would have been, potentially decreasing the amount of
funds available to distribute to our stockholders and the value of our shares.

As
currently organized, we will not directly employ any employees. If we elect to internalize our operations, we would employ personnel and would be subject to potential liabilities
commonly faced by

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employers,
such as workers disability and compensation claims, potential labor disputes and other employee-related liabilities and grievances. Nothing in our charter prohibits us from entering into
the transaction described above.

If
we internalize our management functions, we could have difficulty integrating these functions as a stand-alone entity. As of December 31, 2009, certain personnel of our advisor
and its affiliates perform property management, asset management and general and administrative functions, including accounting and financial reporting, for multiple entities. We could fail to
properly identify the appropriate mix of personnel and capital needs to operate as a stand-alone entity. An inability to manage an internalization transaction effectively could thus result in our
incurring excess costs and/or suffering deficiencies in our disclosure controls and procedures or our internal control over financial reporting. Such deficiencies could cause us to incur additional
costs, and our management's attention could be diverted from most effectively managing our portfolio of investments.

We have, and may in the future, pay distributions from sources other than our cash flow from operating activities and if we continue to do so, we will have less funds
available to make investments and your overall return may be reduced.

Our organizational documents permit us to make distributions from any source, such as from the proceeds of our prior private offering,
this public offering or other offerings, cash advances to us by our advisor, cash resulting from a waiver of asset management fees, and borrowings, including borrowings secured by our assets, in
anticipation of future cash flow from operating activities. The distributions paid in the twelve months ended December 31, 2009 and 2008 were approximately $11.5 million and
$5.7 million, respectively. For the twelve months ended December 31, 2009 and 2008, cash flows from operating activities were approximately $0.2 million and $2.4 million,
respectively. Accordingly, for the twelve months ended December 31, 2009 and 2008, total distributions exceeded cash flow from operating activities for the same periods, which differences were
funded from proceeds from our offerings. If we continue to fund a portion of distributions from the net proceeds from this offering or from additional sources that are other than operating activities,
we will have fewer funds available for acquiring properties and other investments, and your overall return may be reduced. Further, to the extent distributions exceed cash flow from operating
activities, a stockholder's basis in our stock will be reduced and, to the extent distributions exceed a stockholder's basis, the stockholder may recognize capital gain.

Our rights and the rights of our stockholders to recover claims against our independent directors are limited, which could reduce your and our recovery against them if they
negligently cause us to incur losses.

Maryland law provides that a director has no liability in that capacity if he performs his duties in good faith, in a manner he
reasonably believes to be in our best interests and with the care that an ordinarily prudent person in a like position would use under similar circumstances. Our charter provides that generally no
independent director shall be liable to us or our stockholders for monetary damages and that we will generally indemnify them for losses unless they are grossly negligent or engage in willful
misconduct. As a result, you and we may have more limited rights against our independent directors than might otherwise exist under common law, which could reduce your and our recovery from these
persons if they act in a negligent manner. In addition, we may be obligated to fund the defense costs incurred by our independent directors (as well as by our other directors, officers, employees of
our advisor and its affiliates and agents) in some cases, which would decrease the cash otherwise available for distributions to you. We will also purchase and maintain insurance on behalf of all of
our directors and officers against liability asserted against or incurred by them in their official capacities with us, whether or not we are required or have the power to indemnify them against the
same liability.

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We have relatively less experience with respect to international investments as compared to domestic investments, which could adversely affect our return on international
investments.

The experience of our advisor and its affiliates with respect to investing in multifamily communities or other real estate-related
assets located outside the United States is not as extensive as it is with respect to investments in the United States. We may make international investments after one of our independent directors has
at least three years of relevant experience acquiring and managing such international investments. If and when we do make international investments, our relatively limited experience with respect to
such investments could adversely affect our return on them.

Your investment may be subject to additional risks if we make international investments.

In the future, we may make investments in real estate assets located outside the United States and may make or purchase mortgage,
bridge, mezzanine or other loans or joint venture interests in mortgage, bridge, mezzanine or other loans made to a borrower located outside the United States or secured by property located outside
the United States. Any international
investments may be affected by factors peculiar to the laws of the jurisdiction in which the borrower or the property is located. These laws may expose us to risks that are different from and in
addition to those commonly found in the United States. Foreign investments could be subject to the following risks:



Any
of these risks could have an adverse effect on our business, results of operations and ability to pay distributions to our stockholders.

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If our sponsor, our advisor or its affiliates waive certain fees due to them, our results of operations and distributions may be artificially high.

From time to time, our sponsor, our advisor or its affiliates may agree to waive or defer all or a portion of the acquisition, asset
management or other fees, compensation or incentives due to them, pay general administrative expenses or otherwise supplement stockholder returns in order to increase the amount of cash available to
make distributions to stockholders. If our sponsor, our advisor or its affiliates choose to no longer waive or defer such fees and incentives, our results of operations will be lower than in previous
periods and your return on your investment could be negatively affected.

Risks Related to Conflicts of Interest

Because a number of Behringer Harvard-sponsored real estate programs use investment strategies that are similar to ours, our advisor and its and our executive officers will
face conflicts of interest relating to the purchase of properties and other real estate-related assets, and such conflicts may not be resolved in our favor.

Although our sponsor generally seeks to avoid simultaneous public offerings of funds that have a substantially similar mix of fund
characteristics, including targeted investment types, investment objectives and criteria, and anticipated fund terms, there may be periods during which one or more Behringer Harvard-sponsored programs
are seeking to invest in similar properties and other real estate-related investments. In particular, Behringer Harvard Opportunity REIT II (which is currently conducting an initial public offering)
and Behringer Harvard REIT II (a recently organized program that has filed with the SEC a registration statement relating to a planned initial public offering, but has not yet commenced its offering)
are seeking to raise significant offering proceeds for investment in a broad range of property types, including multifamily communities. As a result, we may be buying properties and other real
estate-related investments at the same time as one or more of the other Behringer Harvard-sponsored programs managed by officers and employees of our advisor and/or its affiliates, and these other
Behringer Harvard-sponsored programs may use investment strategies that are similar to ours. Our executive officers and the executive officers of our advisor are also the executive officers of other
Behringer Harvard-sponsored REITs and their advisors, the general partners of Behringer Harvard-sponsored partnerships and/or the advisors or fiduciaries of other Behringer Harvard-sponsored programs,
and these entities are and will be under common control. There is a risk that our advisor will choose a property that provides lower returns to us than a property purchased by another Behringer
Harvard-sponsored program. In the event these conflicts arise, we cannot assure you that our best interests will be met when officers and employees acting on behalf of our advisor and on behalf of
advisors and managers of other Behringer Harvard-sponsored programs decide whether to allocate any particular property to us or to another Behringer
Harvard-sponsored program or affiliate of our advisor, which may have an investment strategy that is similar to ours. In addition, we may acquire properties in geographic areas where other Behringer
Harvard-sponsored programs own properties. Similar conflicts of interest may apply if our advisor determines to make or purchase mortgage, bridge or mezzanine loans or participations in mortgage,
bridge or mezzanine loans on our behalf, because other Behringer Harvard-sponsored programs may be competing with us for such investments. You will not have the opportunity to evaluate the manner in
which these conflicts of interest are resolved before or after making your investment.

Behringer Harvard Multifamily Advisors I and its affiliates, including all of our executive officers and some of our directors will face conflicts of interest caused by
their compensation arrangements with us, which could result in actions that are not in the long-term best interests of our stockholders.

Our advisor, Behringer Harvard Multifamily Advisors I and its affiliates, including our dealer manager and our property manager, are
entitled to substantial fees from us under the terms of the advisory management agreement, dealer manager agreement and property management agreement. These fees could influence our advisor's advice
to us as well as the judgment of affiliates of our advisor

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performing
services for us. Among other matters, these compensation arrangements could affect their judgment with respect to:



The
fees our advisor receives in connection with transactions involving the purchase and management of an asset are based on the cost of the investment, including the amount budgeted for
the development, construction, and improvement of each asset, and not based on the quality of the investment or the quality of the services rendered to us. This may influence our advisor to recommend
riskier transactions to us. Furthermore, the advisor will refund these fees to the extent they are based on budgeted amounts that prove too high once development, construction, or improvements are
completed, but the fact that these fees are initially calculated in part based on budgeted amounts could influence our advisor to overstate the estimated costs of development, construction, or
improvements in order to accelerate the cash flow it receives.

In
addition, the terms of our convertible stock allow for its conversion into shares of common stock if we terminate the advisor prior to the listing of our shares for trading on a
national securities

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exchange
other than as a result of the advisor's material breach of the advisory management agreement. To avoid the additional costs of engaging a new advisor or internalizing advisory functions, our
independent directors may decide against terminating the advisory management agreement prior to the listing of our shares or disposition of our investments even if termination of the advisory
management agreement would be in our best interest. In addition, the conversion feature of our convertible stock could cause us to make different investment or disposition decisions than we would
otherwise make, in order to avoid the stock conversion. Moreover, our advisor can influence whether and when our common stock is listed for trading on a national securities exchange or our assets are
liquidated, and its interest in our convertible stock could influence its judgment with respect to listing or liquidation.

Our advisor will face conflicts of interest relating to joint ventures, tenant-in-common investments or other co-ownership arrangements
that we enter with other Behringer Harvard-sponsored programs, which could result in a disproportionate benefit to another Behringer Harvard-sponsored program.

We may enter into joint ventures, tenant-in-common investments or other co-ownership arrangements
with other Behringer Harvard-sponsored programs for the acquisition, development or improvement of multifamily or other properties as well as the acquisition of real estate-related investments. The
executive officers of our advisor are also the executive officers of other Behringer
Harvard-sponsored REITs and their advisors, the general partners of other Behringer Harvard-sponsored partnerships and/or the advisors or fiduciaries of other Behringer Harvard-sponsored programs.
These executive officers will face conflicts of interest in determining which Behringer Harvard-sponsored program should enter into any particular joint venture,
tenant-in-common or co-ownership arrangement. Further, the fiduciary obligation that our advisor or our board of directors may owe to a co-venturer,
co-tenant or partner affiliated with our sponsor or advisor may make it more difficult for us to enforce our rights. These persons may also have a conflict in structuring the terms of the
relationship between our interests and the interests of the Behringer Harvard-sponsored co-venturer, co-tenant or partner as well as conflicts of interest in managing the joint
venture.

In
the event that we enter into a joint venture, tenant-in-common investment or other co-ownership arrangements with another Behringer
Harvard-sponsored program or joint venture, our advisor and its affiliates may have a conflict of interest when determining when and whether to buy or sell a particular real estate property, and you
may face certain additional risks. For example, it is anticipated that Behringer Harvard Short-Term Opportunity Fund I will never have an active trading market. Therefore, if we become
listed for trading on a national securities exchange, we may develop more divergent goals and objectives from such joint venturer with respect to the sale of properties in the future. In addition, in
the event we enter into a joint venture with a Behringer Harvard-sponsored program that has a term shorter than ours, the joint venture may be required to sell its properties at the time of the other
Behringer Harvard-sponsored program's liquidation. We may not desire to sell the properties at such time. Even if the terms of any joint venture agreement between us and another Behringer
Harvard-sponsored program grant us a right of first refusal to buy such properties, we may not have sufficient funds to exercise our right of first refusal under these circumstances.

Because
Mr. Behringer and his affiliates indirectly control our advisor and other Behringer Harvard-sponsored programs, agreements and transactions among the parties with respect
to any joint venture, tenant-in-common investment or other co-ownership arrangement between or among such parties will not have the benefit of arm's-length
negotiation of the type normally conducted between unrelated co-venturers. Under these joint ventures, neither co-venturer may have the power to control the venture, and under
certain circumstances, an impasse could be reached regarding matters pertaining to the co-ownership arrangement, which might have a negative influence on the joint venture and decrease
potential returns to you. In the event that a co-venturer has a right of first refusal to buy out the other co-venturer, it may be unable to finance such buy-out at
that time. If our interest is

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subject
to a buy/sell right, we may not have sufficient cash, available borrowing capacity or other capital resources to allow us to elect to purchase an interest of a co-venturer subject
to the buy/sell right, in which case we may be forced to sell our interest as the result of the exercise of such right when we would otherwise prefer to keep our interest. Furthermore, we may not be
able to sell our interest in a joint venture if we desire to exit the venture for any reason or if our interest is likewise subject to a right of first refusal of our co-venturer or
partner, our ability to sell such interest may be adversely impacted by such right.

The co-investment arrangement entered into by a subsidiary of our sponsor with PGGM requires it to offer PGGM a right of first refusal to co-invest
with our sponsor or its affiliates or investment programs in multifamily investments that meet certain specified investment guidelines which are a significant majority of the type of investments that
we intend to acquire.

Our sponsor has entered into a co-investment arrangement for multifamily investments. Under the arrangement, our sponsor or
one of its affiliates or investment programs will generally provide 55% of the capital for each investment, and our BHMP Co-Investment Partner, which is 99% owned by PGGM and 1% indirectly
wholly owned by our sponsor, will generally provide 45% of the capital for each investment. Generally, our co-investment ownership with our BHMP Co-Investment Partner will
incorporate a subsidiary REIT structure to acquire the multifamily investment. PGGM has committed to invest up to $300 million under this arrangement. As of December 31, 2009, PGGM's
commitment is approximately $221.9 million under this arrangement to existing investments. Our sponsor's co-investment arrangement with PGGM is intended to allow for
co-investments with any Behringer Harvard-sponsored investment program; however, because of our investment objectives, we believe that we are the most likely Behringer Harvard-sponsored
investment program to co-invest with the BHMP Co-Investment Partner. We have committed to invest up to $370 million to co-investments approved by our board
of directors and expect that we will generally provide the 55% of capital for each such investment that is required from an affiliate or investment program of our sponsor. Until PGGM has reached its
$300 million commitment, PGGM has a right of first refusal to co-invest in multifamily investments of the type targeted by the co-investment arrangement that are made by
our sponsor or its affiliates or investment programs. This arrangement reduces the likelihood that we will pursue independent investment in multifamily investment opportunities of the type targeted by
the co-investment arrangement until the capital commitment of PGGM has been substantially invested.

Our advisor's executive officers and key personnel and the executive officers and key personnel of Behringer Harvard-affiliated entities that conduct our
day-to-day operations and this offering will face competing demands on their time, and this may cause our investment returns to suffer.

We rely upon the executive officers of our advisor and the executive officers and employees of Behringer Harvard-affiliated entities to
conduct our day-to-day operations and this offering. These persons also conduct the day-to-day operations of other Behringer Harvard-sponsored programs,
including (x) other public programs such as Behringer Harvard REIT I, Behringer Harvard Opportunity REIT I, Behringer Harvard Opportunity REIT II (which is also currently raising capital),
Behringer Harvard Short-Term Opportunity Fund I, and Behringer Harvard Mid-Term Value Enhancement Fund I, (y) Behringer Harvard REIT II, a recently organized program
that has filed with the SEC a registration statement relating to an initial public offering but has not yet commenced its offering, and (z) numerous private programs. These persons may have
other business interests as well. Because these persons have competing interests on their time and resources, they may have conflicts of interest in allocating their time between our business and
these other activities. Should our advisor inappropriately devote insufficient time or resources to our business, the returns on our investments may suffer.

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Our officers face conflicts of interest related to the positions they hold with entities affiliated with our advisor, which could diminish the value of the services they
provide to us.

All of our executive officers, including Mr. Aisner, who serves as our Chief Executive Officer and a director, are also officers
of one or more other entities affiliated with our advisor, including our property manager, our dealer manager and the advisors and fiduciaries to other Behringer Harvard-sponsored programs. As a
result, these individuals owe fiduciary duties to these other entities and their investors, which may conflict with the fiduciary duties that they owe to us and our stockholders. Their loyalties to
these other entities and investors could result in action or inaction that is detrimental to our business, which could harm the implementation of our business strategy and our investment and leasing
opportunities. Conflicts with our business and interests are most likely to arise from involvement in activities related to: (1) allocation of new investments and management time and services
between us and the other entities; (2) the timing and terms of the investment in or sale of an asset; (3) development of our properties by affiliates of our advisor;
(4) investments with affiliates of our advisor; (5) compensation and incentives to our advisor; and (6) our relationship with our dealer manager and property manager. If we do not
successfully implement our business strategy, we may be unable to generate the cash needed to make distributions to you and to maintain or increase the value of our assets.

Your investment will be diluted upon conversion of the convertible stock.

Our advisor purchased 1,000 shares of our convertible stock for an aggregate purchase price of $1,000. Under limited circumstances,
these shares may be converted into shares of our common stock, resulting in dilution of our stockholders' interest in us. Our convertible stock will convert into shares of common stock on one of two
events. First, it will convert if we have paid distributions to common stockholders such that aggregate distributions are equal to 100% of the price at which we sold our outstanding shares of common
stock plus an amount sufficient to produce a 7% cumulative, non-compounded, annual return at that price. Alternatively, the convertible stock will convert if we list our shares of common
stock on a national securities exchange and, on the 31st trading day after listing, the value of our company based on the average trading price of our shares of common stock since the listing,
plus prior distributions, combine to meet the same 7% return threshold for our common stockholders. Each of these two events is a "Triggering Event." Upon a Triggering Event, our convertible stock
will, unless our advisory management agreement with our advisor has been terminated or not renewed on account of a material breach by our advisor, generally convert into shares of common stock with a
value equal to 15% of the excess of the value of the company plus the aggregate value of distributions paid to date on the then outstanding shares of our common stock over the aggregate issue price of
those outstanding shares plus a 7% cumulative, non-compounded, annual return on the issue price of those outstanding shares. However, if our advisory management agreement with our advisor
expires without renewal or is terminated (other than because of a material breach by our advisor) prior to a Triggering Event, then upon a Triggering Event the holder of the convertible stock will be
entitled to a prorated portion of the number of shares of common stock determined by the foregoing calculation, where such proration is based on the percentage of time that we were advised by our
advisor. As a result, following conversion, the holder of the convertible stock will be entitled to a portion of amounts distributable to our stockholders, which such amounts distributable to the
holder could be significant. Our advisor and Mr. Behringer can influence whether and when our common stock is listed for trading on a national securities exchange or our assets are liquidated,
and their interest in our convertible stock could influence their judgment with respect to listing or liquidation.

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Because we rely on affiliates of Behringer Harvard Holdings for the provision of advisory, property management and dealer manager services, if Behringer Harvard Holdings is
unable to meet its obligations we may be required to find alternative providers of these services, which could result in a significant and costly disruption of our business.

Behringer Harvard Holdings, through one or more of its subsidiaries, owns and controls our advisor, our property manager, and our
dealer manager. The operations of our advisor, our property manager and our dealer manager rely substantially on Behringer Harvard Holdings. Behringer Harvard Holdings is largely dependent on fee
income from its sponsored real estate programs. The current real estate market disruptions could adversely affect the amount of such fee income. In the event that Behringer Harvard Holdings becomes
unable to meet its obligations as
they become due, we might be required to find alternative service providers, which could result in a significant disruption of our business and would likely adversely affect the value of your
investment in us. Further, given the non-compete agreements in place with Behringer Harvard Holdings' employees and the non-solicitation agreements we have with our advisor and
property manager, it would be difficult for us to utilize any current employees that provide services to us.

Risks Related to Our Business in General

A limit on the number of shares a person may own may discourage a takeover.

Our charter, with certain exceptions, authorizes our directors to take such actions as are necessary and desirable to preserve our
qualification as a REIT. Unless exempted by our board of directors, no person may own more than 9.8% of our outstanding shares of common or preferred stock. This restriction may have the effect of
delaying, deferring or preventing a change in control of us, including an extraordinary transaction (such as a merger, tender offer or sale of all or substantially all of our assets) that might
otherwise provide our stockholders with the opportunity to receive a control premium for their shares.

Our charter permits our board of directors to issue stock with terms that may subordinate the rights of the holders of our current common stock or discourage a third party
from acquiring us.

Our charter permits our board of directors to issue up to 1,000,000,000 shares of capital stock. Our board of directors, without any
action by our stockholders, may: (1) increase or decrease the aggregate number of shares; (2) increase or decrease the number of shares of any class or series we have authority to issue;
or (3) classify or reclassify any unissued common stock or preferred stock and establish the preferences, conversion or other rights, voting powers, restrictions, limitations as to
distributions, qualifications or terms or conditions of redemption of any such stock. Thus, our board of directors could authorize the issuance of such stock with terms and conditions that could
subordinate the rights of the holders of our current common stock or have the effect of delaying, deferring or preventing a change in control of us, including an extraordinary transaction (such as a
merger, tender offer or sale of all or substantially all of our assets) that might provide a premium price for holders of our common stock.

Maryland law prohibits certain business combinations, which may make it more difficult for us to be acquired.

Under Maryland law, "business combinations" between a Maryland corporation and an "interested stockholder" or an affiliate of an
interested stockholder are prohibited for five years after the most recent date on which the interested stockholder becomes an interested stockholder. These business combinations include a merger,
consolidation, share exchange, or, in circumstances specified in the

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statute,
an asset transfer or issuance or reclassification of equity securities. An interested stockholder is defined as:



A
person is not an interested stockholder under the statute if the board of directors approved in advance the transaction by which the person otherwise would have become an interested
stockholder. However, in approving a transaction, the board of directors may provide that its approval is subject to compliance, at or after the time of approval, with any terms and conditions
determined by the board.

After
the expiration of the five-year period described above, any business combination between the Maryland corporation and an interested stockholder must generally be
recommended by the board of directors of the corporation and approved by the affirmative vote of at least:



These
super-majority vote requirements do not apply if the corporation's common stockholders receive a minimum price, as defined under Maryland law, for their shares in the form of cash
or other consideration in the same form as previously paid by the interested stockholder for its shares. Maryland law also permits various exemptions from these provisions, including business
combinations that are exempted by the board of directors before the time that the interested stockholder becomes an interested stockholder. The business combination statute may discourage others from
trying to acquire control of us and increase the difficulty of consummating any offer.

Maryland law also limits the ability of a third party to buy a large stake in us and exercise voting power in electing directors.

Maryland law provides a second anti-takeover statute, the Control Share Acquisition Act, which provides that "control
shares" of a Maryland corporation acquired in a "control share acquisition" have no voting rights except to the extent approved by the corporation's disinterested stockholders by a vote of
two-thirds of the votes entitled to be cast on the matter. Shares of stock owned by interested stockholders, that is, by the acquirer, by officers or by directors who are employees of the
corporation, are excluded from the vote on whether to accord voting rights to the control shares. "Control shares" are voting shares of stock that would entitle the acquirer to exercise voting power
in electing directors within specified ranges of voting power. Control shares do not include shares the acquiring person is then entitled to vote as a result of having previously obtained stockholder
approval. A "control share acquisition" means the acquisition of control shares. The control share acquisition statute does not apply (1) to shares acquired in a merger, consolidation or share
exchange if the corporation is a party to the transaction or (2) to acquisitions approved or exempted by a corporation's charter or bylaws. Our bylaws contain a provision exempting from the
Control Share Acquisition Act any and all acquisitions by any person of shares of our stock. We can offer no assurance that this provision will not be amended or eliminated at any time in the future.
This statute could have the effect of discouraging offers from third parties to acquire us and increasing the difficulty of successfully completing this type of offer by anyone other than our
affiliates or any of their affiliates.

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Our charter includes an anti-takeover provision that may discourage a stockholder from launching a tender offer for our shares.

Our charter provides that any tender offer made by a stockholder, including any "mini-tender" offer, must comply with most
provisions of Regulation 14D of the Exchange Act. The offering stockholder must provide our company notice of such tender offer at least ten business days before initiating the tender offer. If
the offering stockholder does not comply with these requirements, our company will have the right to redeem that stockholder's shares and any shares acquired in such tender offer. In addition, the
non-complying stockholder shall be responsible for all of our company's expenses in connection with that stockholder's noncompliance. This provision of our charter may discourage a
stockholder from initiating a tender offer for our shares and prevent you from receiving a premium price for your shares in such a transaction.

Your investment return may be reduced if we are required to register as an investment company under the Investment Company Act; if we or our subsidiaries become an
unregistered investment company, we could not continue our business.

Neither we nor any of our subsidiaries intend to register as investment companies under the Investment Company Act of 1940, as amended
(the "Investment Company Act"). If we or any of our subsidiaries were obligated to register as investment companies, we would have to comply with a variety of substantive requirements under the
Investment Company Act that impose, among other things:



Under
the relevant provisions of Section 3(a)(1) of the Investment Company Act, we will not be deemed to be an "investment company" if:



We
believe that we and our operating partnership satisfy both tests above. With respect to the 40% Test, most of the entities through which we and our operating partnership own our
assets are majority owned subsidiaries that are not themselves investment companies and are not relying on the exceptions from the definition of investment company under Section 3(c)(1) or
Section 3(c)(7).

With
respect to the Primarily Engaged Test, we and our operating partnership are holding companies and do not intend to invest or trade in securities ourselves. Rather, through the
majority owned subsidiaries of our operating partnership, we and our operating partnership are primarily engaged in the non-investment company businesses of these subsidiaries.

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We
believe that most of the subsidiaries of our operating partnership may rely on Section 3(c)(5)(C) of the Investment Company Act for an exception from the definition of an
investment company. (Any other subsidiaries of our operating partnership should be able to rely on the exceptions for private investment companies pursuant to Section 3(c)(1) and
Section 3(c)(7) of the Investment Company Act.) The SEC staff's position on Section 3(c)(5)(C) generally requires that an issuer maintain at least 55% of its assets in "mortgages and
other liens on and interests in real estate" ("Qualifying Assets"); at least
80% of its assets in Qualifying Assets plus real estate-related assets ("Real Estate-Related Assets"); and no more than 20% of the value of its assets in other than Qualifying Assets and Real
Estate-Related Assets ("Miscellaneous Assets"). To constitute a Qualifying Asset under this 55% requirement, a real estate interest must meet various criteria; therefore, certain of our subsidiaries
are limited with respect to the value and nature of the assets that they may own at any given time.

If,
however, the value of the subsidiaries of our operating partnership that must rely on Section 3(c)(1) or Section 3(c)(7) is greater than 40% of the value of the assets
of our operating partnership, then we and operating partnership may seek to rely on the exception from registration under Section 3(c)(6) if we and our operating partnership are "primarily
engaged," through majority owned subsidiaries, in the business of purchasing or otherwise acquiring mortgages and other interests in real estate. Although the SEC staff has issued little interpretive
guidance with respect to Section 3(c)(6), we believe that we and our operating partnership may rely on Section 3(c)(6) if 55% of the assets of our operating partnership consist of, and
at least 55% of the income of our operating partnership is derived from, majority owned subsidiaries that rely on Section 3(c)(5)(C).

To
maintain compliance with the Investment Company Act, our subsidiaries may be unable to sell assets we would otherwise want them to sell and may need to sell assets we would otherwise
wish them to retain. In addition, our subsidiaries may have to acquire additional assets that they might not otherwise have acquired or may have to forego opportunities to make investments that we
would otherwise want them to make and would be important to our investment strategy. Moreover, SEC staff interpretations with respect to various types of assets are subject to change, which increases
the risk of non-compliance and the risk that we may be forced to make adverse changes to our portfolio.

If
we were required to register as an investment company but failed to do so, we would be prohibited from engaging in our business and criminal and civil actions could be brought against
us. In addition, our contracts would be unenforceable unless a court required enforcement and a court could appoint a receiver to take control of us and liquidate our business.

Rapid changes in the values of potential investments in commercial mortgage-backed securities ("CMBS") or other real estate-related investments may make it more difficult
for us to maintain our qualification as a REIT or exception from the Investment Company Act.

If the market value or income potential of our real estate-related investments, including potential investments in CMBS, declines as a
result of increased interest rates, prepayment rates or other factors, we may need to increase our real estate investments and income and/or liquidate our non-qualifying assets in order to
maintain our REIT qualification or our exception from registration under the Investment Company Act. If the decline in real estate asset values and/or income occurs quickly, this may be especially
difficult to accomplish. This difficulty may be exacerbated by the illiquid nature of any non-real estate assets that we may own. We may have to make investment decisions that we otherwise
would not make absent REIT and Investment Company Act considerations.

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Stockholders have limited control over changes in our policies and operations.

Our board of directors determines our major policies, including our policies regarding financing, growth, debt capitalization, REIT
qualification and distributions. Our board of directors may amend or revise these and other policies without a vote of the stockholders. Our charter sets forth the stockholder voting rights required
to be set forth therein under the Statement of Policy Regarding Real Estate Investment Trusts adopted by the North American Securities Administrators Association on May 7, 2007 (the "NASAA REIT
Guidelines"). Under our charter and the Maryland General Corporation Law, our stockholders currently have a right to vote only on the following matters:



All
other matters are subject to the discretion of our board of directors.

Our board of directors may change our investment policies and objectives generally and at the individual investment level without stockholder approval, which could alter the
nature of your investment.

Our charter requires that our independent directors review our investment policies with sufficient frequency and at least annually to
determine that the policies we are following are in the best interest of the stockholders. In addition to our investment policies and objectives, we may also change our stated strategy for any
investment in an individual property. These policies may change over time. The methods of implementing our investment policies may also vary, as new investment techniques are developed. Our investment
policies, the methods for their implementation, and our other objectives, policies and procedures may be altered by our board of directors without the approval of our stockholders. As a result, the
nature of your investment could change without your consent.

You may not be able to sell your shares under the share redemption program and, if you are able to sell your shares under the program, you may not be able to recover the
amount of your investment in our shares.

Our board of directors approved the share redemption program, but may amend, suspend or terminate the share redemption program at any
time. Our board of directors may reject any request for

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redemption
of shares. Further, there are many limitations on your ability to sell your shares pursuant to the share redemption program. Any stockholder requesting repurchase of their shares pursuant
to our share redemption program will be required to certify to us that such stockholder either (1) acquired the shares requested to be repurchased directly from us, or (2) acquired the
shares from the original investor by way of a bona fide gift not for value to, or for the benefit of, a member of the stockholder's immediate or extended family, or through a transfer to a custodian,
trustee or other fiduciary for the account of the stockholder or his or her immediate or extended family in connection with an estate planning transaction, including by bequest or inheritance upon
death or operation of law.

In
addition, our share redemption program contains other restrictions and limitations. We cannot guarantee that we will accommodate all redemption requests made in any particular
redemption period. If we do not redeem all shares presented for redemption during any period in which we are redeeming shares, then all shares will be redeemed on a pro rata basis during the relevant
period. You must hold your shares for at least one year prior to seeking redemption under the share redemption program, except that our board of directors will waive this one-year holding
requirement with respect to redemptions sought upon the death or qualifying disability of a stockholder or redemptions sought upon a stockholder's confinement to a long-term care facility.
Our board of directors may also waive this one-year holding requirement for other exigent circumstances affecting a stockholder such as bankruptcy or a mandatory distribution requirement
under a stockholder's IRA or with respect to shares purchased through our distribution reinvestment plan. We will not redeem, during any twelve-month period, more than 5% of the weighted average
number of shares outstanding during the twelve-month period immediately prior to the date of redemption. Generally, the cash available for redemption on any particular date will be limited to the
proceeds from our distribution reinvestment plan during the period consisting of the preceding four fiscal quarters for which financial statements are available, less any cash already used for
redemptions during the same period, plus, if we had positive operating cash flow during such preceding four fiscal quarters, 1% of all operating cash flow during such preceding four fiscal quarters.

Further,
our board of directors reserves the right to reject any request for redemption or to terminate, suspend, or amend the share redemption program at any time. Therefore, in making
a decision to purchase shares of our common stock, you should not assume that you will be able to sell any of your shares back to us pursuant to our share redemption program.

If you are able to resell your shares to us pursuant to our share redemption program, you will likely receive substantially less than the amount paid to acquire the shares
from us or the fair market value of your shares, depending upon how long you owned the shares.

Except for redemptions sought upon a stockholder's death or qualifying disability or redemptions sought upon a stockholder's
confinement to a long-term care facility, the purchase price per share redeemed under our share redemption program will equal 90% of (i) the most recently disclosed estimated value
per share as determined in accordance with our valuation policy, less (ii) the aggregate distributions per share of any net sale proceeds from the sale of one or more of our assets, or other
special distributions so designated by our board of directors, distributed to stockholders after the valuation was determined; provided, however, that the purchase price per share shall not exceed:
(1) prior to the first valuation conducted by the board of directors, or a committee thereof (the "Initial Board Valuation"), under the valuation policy, 90% of (i) the average price per
share the original purchaser or purchasers of shares paid to us for all of his or her shares (as adjusted for any stock dividends, combinations, splits, recapitalizations and the like with respect to
our common stock), less (ii) the aggregate distributions per share of any net sale proceeds from the sale of one or more of our assets, or other special distributions so designated by the board
of directors, distributed to stockholders prior to the redemption date (the "Special Distributions"); or (2) on or after the Initial Board Valuation, the average price per share the original
purchaser or purchasers of shares paid to us for all

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of
his or her shares (as adjusted for any stock dividends, combinations, splits, recapitalizations and the like with respect to our common stock) less any Special Distributions. Accordingly, you may
receive less by selling your shares back to us than you would receive if our investments were sold for their estimated values and such proceeds were distributed in our liquidation.

We may not successfully implement our exit strategy, in which case you may have to hold your investment for an indefinite period.

Depending upon then-prevailing market conditions, we intend to begin to consider the process of liquidating and
distributing cash or listing our shares on a national securities exchange within four to six years after the termination of this primary offering. If we have not begun the process to list our shares
for trading on a national securities exchange or to liquidate at any time after the sixth anniversary of the termination of this primary offering, unless such date is extended by our board of
directors including a majority of our independent directors, we will furnish a proxy statement to stockholders to vote on a proposal for our orderly liquidation upon the written request of
stockholders owning 10% or more of our outstanding common stock. The liquidation proposal would include information regarding appraisals of our portfolio. By proxy, stockholders holding a majority of
our shares could vote to approve our liquidation. If our stockholders did not approve the liquidation proposal, we would obtain new appraisals and resubmit the proposal by proxy statement to our
stockholders up to once every two years upon the written request of stockholders owning 10% or more of our outstanding common stock.

Market
conditions and other factors could cause us to delay the listing of our shares on a national securities exchange or to delay the commencement of our liquidation beyond six years
from the termination of this primary offering. If so, our board of directors and our independent directors may conclude that it is not in our best interest for us to furnish a proxy statement to
stockholders for the purpose of voting on a proposal for our orderly liquidation. Our charter permits our board of directors, with the concurrence of a majority of our independent directors, to defer
the furnishing of such a proxy indefinitely. Therefore, if we are not successful in implementing our exit strategy, your shares will continue to be illiquid and you may, for an indefinite period of
time, be unable to convert your investment into cash easily and could suffer losses on your investment.

We may incur costs associated with changing our name if we are no longer permitted to use "Behringer Harvard" in our name.

We entered into a service mark license agreement with Behringer Harvard Holdings for use of the name "Behringer Harvard." Pursuant to
the agreement, when an affiliate of Behringer Harvard Holdings no longer serves as one of our officers or directors, Behringer Harvard Holdings may terminate our service mark license agreement and may
require us to change our name to eliminate the use of the words "Behringer Harvard." We will be required to pay any costs associated with changing our name.

We established the offering price for the shares on an arbitrary basis; as a result, the offering price of the shares is not related to any independent valuation.

Our board of directors arbitrarily set the offering price of our shares of common stock for this offering, and this price bears no
relationship to the book or net value of our assets or to our expected operating income. We have adopted a valuation policy in respect of estimating the per share value of our common stock and expect
to disclose such estimated value annually, but this estimated value is subject to significant limitations. Until 18 months have passed without a sale in an offering of our common stock (or
other securities from which the board of directors believes the value of a share of common stock can be estimated), not including any offering related to a distribution reinvestment plan, employee
benefit plan or the redemption of interests in our operating partnership, we generally will use

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the
gross offering price of a share of the common stock in our most recent offering as the per share estimated value thereof or, with respect to an offering of other securities from which the value of
a share of common stock can be estimated, the value derived from the gross offering price of the other security as the per share estimated value of the common stock. This estimated value is not likely
to reflect the proceeds you would receive upon our liquidation or upon the sale of your shares. In
addition, this per share valuation method is not designed to arrive at a valuation that is related to any individual or aggregated value estimates or appraisals of the value of our assets.

Because the dealer manager is an affiliate of our advisor, investors will not have the benefit of an independent review of us or this offering, which are customarily
performed in underwritten offerings.

The dealer manager, Behringer Securities, is an affiliate of our advisor and will not make an independent review of us or the offering.
Accordingly, you do not have the benefit of an independent review of the terms of this offering. Further, the due diligence investigation of us by the dealer manager cannot be considered to be an
independent review and, therefore, may not be as meaningful as a review conducted by a broker-dealer or investment banker unaffiliated with our advisor.

Your indirect interest in our operating partnership, Behringer Harvard Multifamily OP I, will be diluted if we or our operating partnership issues additional securities.

Existing stockholders and new investors purchasing shares of common stock in this offering do not have preemptive rights to any shares
issued by us in the future. Our charter currently has authorized 1,000,000,000 shares of capital stock, of which 875,000,000 shares are designated as common stock, 124,999,000 shares are designated as
preferred stock and 1,000 shares are designated as convertible stock. Subject to any limitations set forth under Maryland law, our board of directors may amend our charter to increase the number of
authorized shares of capital stock, or increase or decrease the number of shares of any class or series of stock designated, and may classify or reclassify any unissued shares without the necessity of
obtaining stockholder approval. Shares will be issued at the discretion of our board of directors. Investors purchasing shares in this offering will likely experience dilution of their equity
investment in us in the event that we: (1) sell shares in this offering or sell additional shares in the future, including those issued pursuant to the distribution reinvestment plan;
(2) sell securities that are convertible into shares of our common stock; (3) issue shares of our common stock in a private offering of securities to institutional investors;
(4) issue shares of common stock upon the conversion of our convertible stock; (5) issue shares of common stock upon the exercise of any options granted to our independent directors or
employees of our advisor and Behringer Harvard Multifamily Management Services, LLC, our property manager and an affiliate of our advisor, or their duly licensed affiliates; (6) issue
restricted stock or other awards pursuant to our Incentive Award Plan; (7) issue shares to our advisor, its successors or assigns, in payment of an outstanding fee obligation as set forth under
our advisory management agreement; or (8) issue shares of our common stock to sellers of properties acquired by us in connection with an exchange of limited partnership interests of Behringer
Harvard Multifamily OP I. In addition, the partnership agreement for Behringer Harvard Multifamily OP I contains provisions that allow, under certain circumstances, other entities, including other
Behringer Harvard-sponsored programs, to merge into or cause the exchange or conversion of their interest for interests of Behringer Harvard Multifamily OP I. Because the limited partnership interests
of Behringer Harvard Multifamily OP I may be exchanged for shares of our common stock, any merger, exchange or conversion between Behringer Harvard Multifamily OP I and another entity ultimately could
result in the issuance of a substantial number of shares of our common stock, thereby diluting the percentage ownership interest of other stockholders. Because of these and other reasons described in
this "Risk Factors" section, you should not expect to be able to own a significant percentage of our shares.

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Payment of fees to our advisor and its affiliates will reduce cash available to us for investment and payment of distributions.

Our advisor and its affiliates will perform services for us in connection with, among other things, the offer and sale of our shares,
the selection and acquisition of our properties and real estate-related assets, the management of our properties, the servicing of our mortgage, bridge, mezzanine or other loans, the administration of
our other investments and the
disposition of our assets. They will be paid substantial fees for these services. These fees will reduce the amount of cash available for investment or distributions to stockholders.

We may be restricted in our ability to replace our property manager under certain circumstances.

Under the terms of our property management agreement, we may terminate the agreement upon 30 days' notice in the event of, and
only in the event of, a showing of willful misconduct, gross negligence or deliberate malfeasance by the property manager in performing its duties. Our board of directors may find the performance of
our property manager to be unsatisfactory. However, unsatisfactory performance by the property manager may not constitute "willful misconduct, gross negligence or deliberate malfeasance." As a result,
we may be unable to terminate the property management agreement at the desired time, which may have an adverse effect on the management and profitability of our properties.

Distributions may be paid from capital and there can be no assurance that we will be able to achieve expected cash flows necessary to continue to pay initially established
distributions or maintain distributions at any particular level, or at all.

There are many factors that can affect the availability and timing of cash distributions to stockholders. Distributions generally will
be based upon such factors as the amount of cash available or anticipated to be available from real estate investments, mortgage, bridge or mezzanine loans and other investments, current and projected
cash requirements and tax considerations. Because we may receive income from interest or rents at various times during our fiscal year, distributions paid may not reflect our income earned in that
particular distribution period. The amount of cash available for distributions will be affected by many factors, such as our ability to acquire properties and real estate-related assets as offering
proceeds become available, the income from those investments and yields on securities of other real estate programs that we invest in, as well as our operating expense levels and many other variables.
Actual cash available for distribution may vary substantially from estimates. We can give no assurance that we will be able to achieve our anticipated cash flow or that distributions will increase
over time. Nor can we give any assurance that: (1) rents from the properties will increase; (2) the securities we buy will increase in value or provide constant or increased
distributions over time; (3) the loans we make will be repaid or paid on time; (4) loans will generate the interest payments that we expect; or (5) future acquisitions of
properties, mortgage, bridge or mezzanine loans, other investments or our investments in securities will increase our cash available for distributions to stockholders. Our actual results may differ
significantly from the assumptions used by our board of directors in establishing the distribution rates to stockholders.

Many
of the factors that can affect the availability and timing of cash distributions to stockholders are beyond our control, and a change in any one factor could adversely affect our
ability to pay future distributions. For instance:



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In
addition, our board of directors, at its discretion, may retain any portion of our cash on hand for capital needs and improvements. We cannot assure you that sufficient cash will be
available to make distributions to you.

Until proceeds from this offering are invested and generating operating cash flow from operating activities sufficient to make distributions to our stockholders, we have and
may continue to make some or all of our distributions from sources other than cash flow from operating activities, including the proceeds of this offering, cash advanced to us by our advisor, cash
resulting from a deferral of asset management fees and/or from borrowings (including borrowings secured by our assets) in anticipation of future cash flow from operating activities, which may reduce
the amount of capital we ultimately invest and negatively impact the return on your investment and the value of your investment.

We expect that cash distributions to our stockholders generally will be paid from cash available or anticipated from the cash flow from
our investments in properties, real estate securities, mortgage, bridge or mezzanine loans and other real estate-related assets. However, until proceeds from this offering are invested and generating
operating cash flow sufficient to make distributions to our stockholders, we have and may continue to make some or all of our distributions from the proceeds of this offering, cash advanced to us by
our advisor, cash resulting from a waiver or deferral of asset management fees, cash from the sale of our assets or a portion thereof and borrowings (including borrowings secured by our assets) in
anticipation of future cash flow. In addition, to the extent our investments are in development or redevelopment projects, in communities that are in lease-up or have

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not
yet reached stabilization, or in properties that have significant capital requirements, our ability to make distributions may be negatively impacted, especially during our early period of
operation. As our investments that are currently in development, are in lease-up or have not yet reached stabilization progress towards stabilization and generate more income, we intend to
use such increased income to make distributions to our stockholders. Accordingly, the amount of distributions paid at any time may not reflect current cash flow from our operations. To the extent
distributions are paid from the proceeds of this offering (including distributions funded through the issuance of shares pursuant to our distribution reinvestment program), cash advanced to us by our
advisor, cash resulting from a deferral of asset management fees and/or from borrowings (including borrowings secured by our assets) in anticipation of future cash flow, we will have less capital
available to invest in properties and other real estate-related assets, which may negatively impact our ability to make investments and substantially reduce current returns and capital appreciation.
In that event, we may not be able to use 91.1% of the gross proceeds raised in this offering (89.0% with respect to gross proceeds from our primary offering and 100% with respect to gross proceeds
from our distribution reinvestment plan) for investment in real estate, loans and other investments, paying acquisition fees and expenses incurred in making such investments and for any capital
reserves we may establish until such time as we have sufficient cash flows from operations to fully fund our distributions.

Our revenue and net income may vary significantly from one period to another due to investments in opportunity-oriented properties and portfolio acquisitions, which could
increase the variability of our cash available for distributions.

We have made and may continue to make investments in opportunity-oriented properties in various phases of development, redevelopment or
repositioning and portfolio acquisitions, which may cause our revenues and net income to fluctuate significantly from one period to another. Projects do not produce revenue while in development or
redevelopment. During any period when our projects in development or redevelopment or those with significant capital requirements increase without a corresponding increase in stable revenue-producing
properties, our revenues and net income will likely decrease. Many factors may have a negative impact on the level of revenues or net income produced by our portfolio of investments, including higher
than expected construction costs, failure to complete projects on a timely basis, failure of the properties to perform at expected levels upon completion of development or redevelopment, and increased
borrowings necessary to fund higher than expected construction or other costs related to the project. Further, our net income and stockholders' equity could be negatively affected during periods with
large portfolio acquisitions, which generally require large cash outlays and may require the incurrence of additional financing. Any such reduction in our revenues and net income during such periods
could cause a resulting decrease in our cash available for distributions during the same periods.

Development projects in which we invest may not be completed successfully or on time, and guarantors of the projects may not have the financial resources to perform their
obligations under the guaranties they provide.

We may make equity investments in, acquire options to purchase interests in or make mezzanine loans to the owners of real estate
development projects. Our return on these investments is dependent upon the projects being completed successfully, on budget and on time. To help ensure performance by the developers of properties
that are under construction, completion of these properties is generally guaranteed either by a completion bond or performance bond. Our advisor may rely upon the substantial net worth of the
contractor or developer or a personal guarantee accompanied by financial statements showing a substantial net worth provided by an affiliate of the entity entering into the construction or development
contract as an alternative to a completion bond or performance bond. For a particular investment, we may obtain guaranties that the project will be completed on time, on budget and in accordance with
the plans and specifications and that the mezzanine loan will be repaid. However, we may not obtain such guaranties and cannot ensure that the guarantors will have the

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financial
resources to perform their obligations under the guaranties they provide. We intend to manage these risks by ensuring, to the best of our ability, that we invest in projects with reputable,
experienced and resourceful developers. If we are unable to manage these risks effectively, our results of operations, financial condition and ability to make distributions to you will be adversely
affected.

Recent
credit market disruptions and economic trends have caused an increase in developer failures. The developers of the projects in which we have invested are exposed to risks not only
with respect to our projects, but also with respect to other projects in which they are involved. A developer's obligations on another project could cause it financial hardship and even lead to
bankruptcy, which could lead to a default on one of our projects. A default by a developer in respect of one of our multifamily development project investments, or the bankruptcy, insolvency or other
failure of a developer for one of such projects, may require that we determine whether we want to assume the senior loan, take over development of the project, find another developer for the project,
or sell our interest in the project. Such developer failures could delay efforts to complete or sell the development project and could ultimately preclude us from full realization of our anticipated
returns. Such events could cause a decrease in the value of our assets and compel us to seek additional sources of liquidity, which may not be available, in order to hold and complete the development
project through stabilization.

Generally,
under bankruptcy law and our bankruptcy guarantees with our joint venture development partners, we may seek recourse from the developer-guarantor to complete our development
project with a substitute developer partner. However, in the event of a bankruptcy by the developer-guarantor, we cannot assure you that the developer or its trustee will continue or otherwise satisfy
its obligations. The bankruptcy of any developer and the rejection of its development obligations would likely cause us to have to complete the development on our own or find a replacement developer,
which could result in delays and increased costs. We cannot assure you that we would be able to complete the development on terms as favorable as when we first entered into the project.

Under certain circumstances, assets owned by a subsidiary REIT may be required to be disposed of via a sale of capital stock rather than an asset sale.

Under certain circumstances, assets owned by a subsidiary REIT may be required to be disposed of via a sale of capital stock rather
than as asset sale by that subsidiary REIT, which may limit the number of persons willing to acquire indirectly any assets held by that subsidiary REIT. As a result, we may not be able to realize a
return on our investment in a joint venture, such as a BHMP CO-JV with our BHMP CO-Investment Partner, at the time or on the terms we desire.

The failure of any bank in which we deposit our funds could reduce the amount of cash we have available to pay distributions and make additional investments.

We invest our cash and cash equivalents between several banking institutions in an attempt to minimize exposure to any one of these
entities. However, the FDIC generally only insures limited amounts per depositor per insured bank. As of March 31, 2010, we had cash and cash equivalents and restricted cash deposited in
interest bearing transaction accounts at certain financial institutions exceeding these federally insured levels. If any of the banking institutions
in which we have deposited funds ultimately fails, we may lose our deposits over the federally insured levels. The loss of our deposits could reduce the amount of cash we have available to distribute
or invest.

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We have invested in development projects that rely on senior financings and, as a result, may be adversely impacted by the failure of a financial institution to honor its
lending obligations.

Through our BHMP CO-JVs, we have made subordinate debt and equity investments in certain Property Entities that are
developing high quality multifamily communities. These Property Entities usually borrow money at the senior loan level from a chartered financial institution and at the mezzanine loan level from our
BHMP CO-JVs to finance the development activities. As a result of the recent and continuing economic slowdown and financial market disruptions, certain financial institutions have become
insolvent or been served with cease and desist orders or other administrative actions by federal bank regulators, such as the FDIC or Office of Thrift Supervision ("OTS"), due to a lack of required
capital. Some of these senior lenders may become insolvent, enter into receivership or otherwise become unable to fulfill their respective financial obligations to the Property Entities that are
developing the multifamily communities in which we have invested. Should a senior lender fail to meet its funding obligations, the development project could suffer from significant delays and
additional expenses, which could adversely impact our investment in such project. As we and our affiliates are not parties to the senior loans, we will be unable to take direct action against these
senior lenders to compel them to honor their financial obligations. Furthermore, if a senior lender becomes insolvent or enters into receivership, or if other regulatory action is taken against it, we
may not be able to enforce our rights under the applicable intercreditor agreement to cure defaults by the borrower under the senior loan or to purchase the senior loan in the event of default by the
borrower.

In
addition, completion guarantees provided to our BHMP CO-JVs by developers in connection with our mezzanine loans for certain projects may be suspended if the senior lender
stops funding the senior loan, provided that the developer is using commercially reasonable and diligent efforts to cause the senior lender to make the proceeds available or obtain proceeds from a
refinancing of the senior loan. However, obtaining a refinancing in the current economic environment may be difficult or impossible.

We and the other public Behringer Harvard-sponsored programs have experienced losses in the past, and we may experience similar losses in the future.

Historically, the public programs sponsored by affiliates of our advisor have experienced losses during the early periods of their
operation. Many of these losses can be attributed to the initial start-up costs and operating expenses incurred prior to purchasing properties or making other investments that generate
revenue. In addition, depreciation and amortization expenses substantially reduce income. We may face similar circumstances during the early period of our operations. As a result, we cannot assure you
that, in the future, we will be profitable or that we will realize growth in the value of our assets.

We are uncertain of our sources for funding of future capital needs, which could adversely affect the value of our investments.

Substantially all of the proceeds of this offering will be used to make investments in real estate and real estate-related assets and
to pay various fees and expenses related to the offering. We will establish capital reserves on a property-by-property basis, as we deem appropriate. In addition to any
reserves we establish, a lender may require escrow of capital reserves in excess of our established reserves. If these reserves are insufficient to meet our cash needs, we may have to obtain financing
from either affiliated or unaffiliated sources to fund our cash requirements. Accordingly, in the event that we develop a need for additional capital in the future for the improvement of our
properties or for any other reason, we have not identified any sources for such funding, and we cannot assure you that such sources of funding will be available to us for potential capital needs in
the future.

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To hedge against exchange rate and interest rate fluctuations, we may use derivative financial instruments that may be costly and ineffective and may reduce the overall
returns on your investment and affect cash available for distribution to our stockholders.

We may use derivative financial instruments to hedge exposures to changes in exchange rates and interest rates on loans secured by our
assets and investments in collateralized mortgage-backed securities. Derivative instruments may include interest rate swap contracts, interest rate cap or floor contracts, futures or forward
contracts, options or repurchase agreements. Our actual hedging decisions are determined in light of the facts and circumstances existing at the time of the hedge and may differ from time to time. Our
hedging may fail to protect or could adversely affect us because, among other things:



Any
hedging activity we engage in may adversely affect our earnings, which could adversely affect cash available for distribution to our stockholders. Therefore, while we may enter into
such transactions to seek to reduce interest rate risks, unanticipated changes in interest rates may result in poorer overall investment performance than if we had not engaged in any such hedging
transactions. In addition, the degree of correlation between price movements of the instruments used in a hedging strategy and price movements in the portfolio positions being hedged or liabilities
being hedged may vary materially. Moreover, for a variety of reasons, we may not seek to establish a perfect correlation between such hedging instruments and the portfolio holdings being hedged. Any
such imperfect correlation may prevent us from achieving the intended accounting treatment and may expose us to risk of loss.

To
the extent that we use derivative financial instruments to hedge against exchange rate and interest rate fluctuations, we will be exposed to credit risk, basis risk and legal
enforceability risks. In this context, credit risk is the failure of the counterparty to perform under the terms of the derivative contract. If the fair value of a derivative contract is positive, the
counterparty owes us, which creates credit risk for us. We intend to manage credit risk by dealing only with major financial institutions that have high credit ratings. Basis risk occurs when the
index upon which the contract is based is more or less variable than the index upon which the hedged asset or liability is based, thereby making the hedge less effective. We intend to manage basis
risk by matching, to a reasonable extent, the contract index to the index upon which the hedged asset or liability is based. Finally, legal enforceability risks encompass general contractual risks,
including the risk that the counterparty will breach the terms of, or fail to perform its obligations under, the derivative contract. We intend to manage legal enforceability risks by ensuring, to the
best of our ability, that we contract with reputable counterparties and that each counterparty complies with the terms and conditions of the derivative contract. If we are unable to manage these risks
effectively, our results of operations, financial condition and ability to make distributions to you will be adversely affected.

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Hedging instruments often are not traded on regulated exchanges, guaranteed by an exchange or its clearing house, or regulated by any U.S. or foreign governmental
authorities and involve risks and costs.

The cost of using hedging instruments increases as the period covered by the instrument increases and during periods of rising and
volatile interest rates. We may increase our hedging activity and thus increase our hedging costs during periods when interest rates are volatile or rising and hedging costs have increased. In
addition, hedging instruments involve risk since they often
are not traded on regulated exchanges, guaranteed by an exchange or its clearing house, or regulated by any U.S. or foreign governmental authorities. Consequently, there are no requirements with
respect to record keeping, financial responsibility or segregation of customer funds and positions. Furthermore, the enforceability of agreements underlying derivative transactions may depend on
compliance with applicable statutory, commodity and other regulatory requirements and, depending on the identity of the counterparty, applicable international requirements. The business failure of a
hedging counterparty with whom we enter into a hedging transaction will most likely result in a default. Default by a party with whom we enter into a hedging transaction may result in the loss of
unrealized profits and force us to cover our resale commitments, if any, at the then current market price. Although generally we will seek to reserve the right to terminate our hedging positions, it
may not always be possible to dispose of or close out a hedging position without the consent of the hedging counterparty, and we may not be able to enter into an offsetting contract in order to cover
our risk. We cannot be certain that a liquid secondary market will exist for hedging instruments purchased or sold, and we may be required to maintain a position until exercise or expiration, which
could result in losses.

Complying with REIT requirements may limit our ability to hedge effectively.

The REIT provisions of the Code may limit our ability to hedge our assets and operations. Under these provisions, any income that we
generate from transactions intended to hedge our interest rate, inflation and/or currency risks will be excluded from gross income for purposes of the REIT 75.0% and 95.0% gross income tests if the
instrument hedges (1) interest rate risk on liabilities incurred to carry or acquire real estate or (2) risk of currency fluctuations with respect to any item of income or gain that
would be qualifying income under the REIT 75.0% or 95.0% gross income tests, and such instrument is properly identified under applicable Treasury Regulations. Income from hedging transactions that do
not meet these requirements will generally constitute nonqualifying income for purposes of both the REIT 75.0% and 95.0% gross income tests. As a result of these rules, we may have to limit our use of
hedging techniques that might otherwise be advantageous, which could result in greater risks associated with interest rate or other changes than we would otherwise incur.

General Risks Related to Investments in Real Estate

Recent and ongoing global economic concerns may adversely affect our operating results and financial condition.

During 2008 and 2009, significant and widespread concerns about credit risk and access to capital have been present in the global
financial markets. Economies throughout the world have experienced substantially increased unemployment, sagging consumer confidence and a
downturn in economic activity. In addition, the failure (and near failure) of several large financial institutions and the failures and expectations of additional failures of smaller financial
institutions has led to increased levels of uncertainty and volatility in the financial markets and a continued skepticism in the general business climate. To the extent that turmoil in the financial
markets continues or intensifies, it has the potential to materially affect:



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Market
disruptions could also affect our operating results and financial condition as follows:

Debt and Equity Markets.The commercial real estate debt markets have recently experienced volatility as a result of certain factors,
including the
tightening of underwriting standards by lenders and credit
rating agencies and the significant inventory of unsold collateralized mortgage backed securities in the market. Credit spreads for major sources of capital widened significantly as investors demanded
a higher risk premium. This resulted in lenders increasing the cost for debt financing. Should the overall cost of borrowings continue to increase, either by increases in the index rates or by
increases in lender spreads, we will need to factor such increases into the economics of our acquisitions, developments and property contributions. This may result in our investment operations
generating lower overall economic returns and a reduced level of cash flow, which could potentially impact our ability to make distributions to our stockholders at current levels. In addition, the
recent dislocations in the debt markets have reduced the amount of capital that is available to finance real estate, which, in turn: (1) has led to a decline in real estate values generally;
(2) slowed real estate transaction activity; (3) reduced the loan to value upon which lenders are willing to extend debt; and (4) resulted in difficulty in refinancing debt as it
becomes due. A continuation of this trend may reasonably be expected to have a material adverse impact on the value of real estate investments and the revenues, income or cash flow from the
acquisition and operations of real properties and mortgage loans. In addition, the recent turmoil in the debt markets has negatively impacted the ability to raise equity capital.

If
we or the projects in which we have invested are unable to obtain debt financing on acceptable terms, or if lower levels of debt were available to us in respect of our investments
whether as a result of declining real estate values or lower loan to value standards of lenders, or both, we may be forced to use a greater proportion of our offering proceeds to fund additional
equity to our existing investments and to finance our acquisitions, reducing the number of investments we could otherwise make or dispose of some of our assets. If the current debt market environment
persists, we may modify our investment strategies in order to seek to optimize our portfolio performance. Our strategies may include, among other options, limiting or eliminating the use of debt and
focusing on those investments that do not require the use of leverage to meet our portfolio goals. Such modifications to our investment strategies could adversely affect our performance.

For
each of our current multifamily development projects where we or our unconsolidated joint ventures hold a mezzanine loan, there is a senior construction loan on the project. These
construction loans will mature on or before the maturity date of our mezzanine loans. Upon maturity of the construction loans, such loans will need to be refinanced or otherwise satisfied. Because our
equity or lending positions are subordinate to the construction loans with respect to each of these development projects, higher borrowing costs or difficulty in obtaining financing as the senior
construction loans become due could result in a partial or total loss of the value of any such investment.

Government Intervention.The pervasive and fundamental disruptions that the global financial markets have undergone has led to
extensive and
unprecedented governmental intervention. Such intervention has in certain cases been implemented on an "emergency" basis, suddenly and substantially

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eliminating
market participants' ability to continue to implement certain strategies or manage the risk of their outstanding positions. In addition, these interventions have typically been unclear in
scope and application, resulting in confusion and uncertainty, which in itself has been materially detrimental to
the efficient functioning of the markets as well as previously successful investment strategies. There is likely to be increased regulation of the financial markets that could have a material impact
on our operating results and financial condition.

After increasing throughout 2008, capitalization rates in major U.S. markets for multifamily communities appeared to be stabilizing towards the end of 2009. However, a
prolonged economic slowdown could lead to further increases which could cause our investments to decline in value. On the other hand, if capitalization rates stabilize or decrease, it may be more
challenging for us to find attractive income-producing investment opportunities.

In connection with the recent credit market disruptions and economic slowdown, there is evidence that capitalization rates in major
U.S. markets for multifamily communities rose in 2008 and the first half of 2009. Although such capitalization rates appeared to have stabilized towards the end of 2009, a prolonged economic slowdown
could lead to further increases. Increases in capitalization rates (the rate of return immediately expected upon investment in a real estate asset) reflect declines in the pricing of those assets upon
sale. As a result of recent capitalization increases and in the event of further increases, we would expect that if we were required to sell our existing investments into such market, we could
experience a substantial decrease in the value of our investments and those of our unconsolidated joint ventures. As a result, to the extent we may be required to test the current market, we may not
be able to recover the carrying amount of our investments or the investments in our unconsolidated joint ventures. Apart from the potential for such results on any such sale, we may also be required
to recognize an impairment charge in earnings in respect of assets we currently own.

If
capitalization rates stabilize or decrease, we would expect the value of our current investments to hold steady or even increase. However, in such an environment it may be more
difficult for us to find attractive income-producing investment opportunities. This challenge may be exacerbated if the cost of debt financing increases as well, as our ability to leverage returns
through the use of debt financing will be negatively affected.

Increases in unemployment caused by a recessionary economy could adversely affect multifamily property occupancy and rental rates with high quality multifamily communities
suffering even more severely.

Rising levels of unemployment in our multifamily markets could significantly decrease occupancy and rental rates. In times of
increasing unemployment, multifamily occupancy and rental rates have historically been adversely affected by:



Since
2007, the vacancy rates for multifamily communities have increased as rising joblessness reduced demand while supply components increased, particularly so-called shadow
rental alternatives from unsold condominiums and single-family residences. These factors have contributed to lower rental

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rates.
If employment levels do not improve, our results of operations, financial condition and ability to make distributions to you may be adversely affected.

Recent disruptions in the financial markets could adversely affect the multifamily property sector's ability to obtain financing and credit enhancement from Fannie Mae and
Freddie Mac, which could adversely impact us.

Fannie Mae and Freddie Mac are major sources of financing for the multifamily sector. Since 2007, Fannie Mae and Freddie Mac have
reported substantial losses and a need for significant amounts of additional capital. In response to the deteriorating financial condition of Fannie Mae and Freddie Mac and the recent credit market
disruption, the U.S. Congress and Treasury undertook a series of actions to stabilize these government-sponsored enterprises and the financial markets. Pursuant to legislation enacted in 2008, the
U.S. government placed both Fannie Mae and Freddie Mac under its conservatorship. Despite recent additional funding for both government-sponsored entities, the U.S. government has stated that it
remains committed to reducing their portfolios.

Currently,
Fannie Mae and Freddie Mac remain active multifamily lenders. In fact, we and our Co-Investment Ventures secured approximately $172.4 million in Fannie Mae and
Freddie Mac financing from November 2009 through February 2010. However, if new U.S. government regulations heighten Fannie Mae's and Freddie Mac's underwriting standards, adversely affect interest
rates and reduce the amount of capital they can make available to the multifamily sector, it could have a material adverse effect on both the multifamily sector and us because many private alternative
sources of funding have been reduced or are unavailable. Any potential reduction in loans, guarantees and credit-enhancement arrangements from Fannie Mae and Freddie Mac could jeopardize the
effectiveness of the multifamily sector's derivative securities market, potentially causing breaches in loan covenants, and through reduced loan availability, impact the value of multifamily assets,
which could impair the value of a significant portion of multifamily communities. Specifically, the potential for a decrease in liquidity made available to the multifamily sector by Fannie Mae and
Freddie Mac could: (1) make it more difficult for us to secure new takeout financing for current multifamily development projects; (2) hinder our ability to refinance completed
multifamily assets; and (3) decrease the amount of available liquidity and credit that could be used to further diversify our portfolio of multifamily assets.

Our operating results will be affected by economic and regulatory changes that have an adverse impact on the real estate market in general, and we cannot assure you that we
will be profitable or that we will realize growth in the value of our real estate properties.

Our operating results will be subject to risks generally incident to the ownership of real estate,
including:



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In
addition, local conditions in the markets in which we own or intend to own multifamily communities or in which the collateral securing our loans is located may significantly affect
occupancy or rental rates
at such properties. The risks that may adversely affect conditions in those markets include the following:



For
these and other reasons, we cannot assure you that we will be profitable or that we will realize growth in the value of our real estate properties.

If we have limited diversification of the geographic locations of our properties, our operating results will be affected by economic changes that have an adverse impact on
the real estate market in those areas.

In the event that most of our properties are located in a single geographic area, our operating results and ability to make
distributions are likely to be impacted by economic changes affecting the real estate markets in that area. Your investment will be subject to greater risk to the extent that we lack a geographically
diversified portfolio.

Our failure to integrate acquired communities and new personnel could create inefficiencies and reduce the return of your investment.

To grow successfully, we must be able to apply our experience in managing real estate to a larger number of properties. In addition, we
must be able to integrate new management and operations personnel as our organization grows in size and complexity. Failures in either area will result in inefficiencies that could adversely affect
our expected return on our investments and our overall profitability.

Short-term multifamily community leases expose us to the effects of declining market rent and could adversely impact our ability to make cash distributions to
our stockholders.

We
expect that substantially all of our multifamily community leases will be for a term of one year or less. Because these leases generally permit the
residents to leave at the end of the lease term without penalty, our rental revenues may be impacted by declines in market rents more quickly than if our leases were for longer terms.

Any student-housing properties that we acquire will be subject to an annual leasing cycle, short lease-up period, seasonal cash flows, changing university
admission and housing policies, and other risks inherent in the student-housing industry, any of which could have a negative impact on your investment.

Student-housing properties generally have short-term leases of 12 months, ten months, nine months, or shorter. As a
result, we may experience significantly reduced cash flows during the summer months from student-housing properties while most students are on vacation. Furthermore, student-housing properties must be
almost entirely re-leased each year, exposing us to increased leasing risk. Student-housing properties are also typically leased during a limited leasing season that usually begins in
January and ends in August of each year. We would, therefore, be highly dependent on the effectiveness of our marketing and leasing efforts and personnel during this season.

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Changes
in university admission policies could also adversely affect us. For example, if a university reduces the number of student admissions or requires that a certain class of
students, such as freshman, live in a university-owned facility, the demand for units at our student-housing properties may be reduced and our occupancy rates may decline. We rely on our relationships
with colleges and universities for referrals of prospective student residents or for mailing lists of prospective student residents and their parents. Many of these colleges and universities own and
operate their own competing on-campus facilities. Any failure to maintain good relationships with these colleges and universities could therefore have a material adverse effect on our
ability to market our properties to students and their families.

Federal
and state laws require colleges to publish and distribute reports of on-campus crime statistics, which may result in negative publicity and media coverage associated
with crimes occurring on or in the vicinity of any student-housing properties. Reports of crime or other negative publicity regarding the safety of the students residing on, or near, our
student-housing properties may have an adverse effect on our business.

We may face significant competition from university-owned student housing and from other residential properties that are in close proximity to any student-housing properties
we may acquire, which could have a negative impact on our results of operations.

On-campus student housing has certain inherent advantages over off-campus student housing in terms of physical
proximity to the university campus and integration of on-campus facilities into the academic community. Colleges and universities can generally avoid real estate taxes and borrow funds at
lower interest rates than us.

Properties that have significant vacancies could be difficult to sell, which could diminish the return on your investment.

A property may incur vacancies either by the continued default of residents under their leases or the expiration of leases. If
vacancies continue for a long period of time, we may suffer reduced revenues resulting in decreased distributions to our stockholders. In addition, the resale value of the property could be diminished
because the market value of a particular property will depend principally upon the value of the leases of such property.

Many of our investments will be dependent on residents for revenue, and lease terminations could reduce our ability to make distributions to stockholders.

The success of our real property investments often will be materially dependent on the financial stability of our residents. Lease
payment defaults by residents could cause us to reduce the amount of distributions to stockholders. A default by a significant number of residents on his or her lease payments to us would cause us to
lose the revenue associated with such lease and cause us to have to find an alternative source of revenue to meet mortgage payments and prevent a foreclosure if the property is subject to a mortgage.
In the event of a lease default, we may experience delays in enforcing our rights as landlord and may incur substantial costs in protecting our investment and re-letting our property. If a
substantial number of leases are terminated, we cannot assure you that we will be able to lease the property for the rent previously received or sell the property without incurring a loss.
Additionally, loans that we make generally will relate to real estate. As a result, the borrower's ability to repay the loan may be dependent on the financial stability of our residents leasing the
related real estate.

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We may be unable to secure funds for future capital improvements, which could adversely impact our ability to make cash distributions to our stockholders.

When residents do not renew their leases or otherwise vacate their space, in order to attract replacement residents, we may be required
to expend funds for capital improvements to the vacated apartment units. In addition, we may require substantial funds to renovate an apartment community in order to sell it, upgrade it or reposition
it in the market. If we have insufficient capital reserves, we will have to obtain financing from other sources. We intend to establish capital reserves in an amount we, in our discretion, believe is
necessary. A lender also may require escrow of capital reserves in excess of any established reserves. If these reserves or any reserves otherwise established are designated for other uses or are
insufficient to meet our cash needs, we may have to obtain financing from either affiliated or unaffiliated sources to fund our cash requirements. We cannot assure you that sufficient financing will
be available or, if available, will be available on economically feasible terms or on terms acceptable to us. Moreover, certain reserves required by lenders may be designated for specific uses and may
not be available for capital purposes such as future capital improvements. Additional borrowing for capital needs and capital improvements will increase our interest expense, and therefore our
financial condition and our ability to make cash distributions to our stockholders may be adversely affected.

We may be unable to sell a property or real estate-related asset if or when we decide to do so, which could adversely impact our ability to make cash distributions to our
stockholders.

We intend to hold the various real properties and real estate-related assets in which we invest until such time as our advisor
determines that a sale or other disposition appears to be advantageous to achieve our investment objectives or until it appears that these objectives will not be met. Otherwise, our advisor, subject
to approval of our board of directors, may exercise its discretion as to whether and when to sell a property, and we will have no obligation to sell properties at any particular time, except upon our
liquidation. If we have not begun the process to list our shares for trading on a national securities exchange or to liquidate at any time after the sixth anniversary of the termination of this
primary offering, unless such date is extended by our board of directors including a majority of our independent directors, we will furnish a proxy statement to stockholders to vote on a proposal for
our orderly liquidation upon the written request of stockholders owning 10% or more of our outstanding common stock. The liquidation proposal would include information regarding appraisals of our
portfolio. By proxy, stockholders holding a majority of our shares could vote to approve our liquidation. If our stockholders did not approve the liquidation proposal, we would obtain new appraisals
and resubmit the proposal by proxy statement to our stockholders up to once every two years upon the written request of stockholders owning 10% or more of our outstanding common stock.

The
real estate market is affected, as discussed above, by many factors, such as general economic conditions, availability of financing, interest rates and other factors, including
supply and demand, that are beyond our control. We cannot predict whether we will be able to sell any asset for the price or on the terms set by us, or whether any price or other terms offered by a
prospective purchaser would be acceptable to us. We cannot predict the length of time needed to find a willing purchaser and to close the sale of a property or real estate-related asset. If we are
unable to sell a property or real estate-related asset when we determine to do so, it could have a significant adverse effect on our cash flow and results of operations.

Our co-venture partners, co-tenants or other partners in co-ownership arrangements could take actions that decrease the value of an
investment to us and lower your overall return.

We may enter into joint ventures, tenant-in-common investments or other co-ownership arrangements
with other Behringer Harvard-sponsored programs or third parties having investment objectives similar to ours for the acquisition, development or improvement of properties as well as the acquisition
of real estate-related investments. We may also purchase and develop properties in joint

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ventures
or in partnerships, co-tenancies or other co-ownership arrangements with the sellers of the properties, affiliates of the sellers, developers or other persons. Such
investments may involve risks not otherwise present with other forms of real estate investment, including, for example:



Any
of the above might subject a property to liabilities in excess of those contemplated and thus reduce our returns on that investment.

Uninsured losses relating to real property or excessively expensive premiums for insurance coverage may adversely affect your returns.

Our advisor will attempt to ensure that all of our properties are adequately insured to cover casualty losses. The nature of the
activities at certain properties we may acquire, such as age-restricted communities or student housing, may expose us and our operators to potential liability for personal injuries and
property damage claims. In addition, there are types of losses, generally catastrophic in nature, such as losses due to wars, acts of terrorism, earthquakes, floods, hurricanes, pollution or
environmental matters that are uninsurable or not economically insurable, or may be insured subject to limitations, such as large deductibles or co-payments. Insurance risks associated
with potential terrorist acts could sharply increase the premiums we pay for coverage against property and casualty claims. Mortgage lenders generally insist that specific coverage against terrorism
be purchased by property owners as a condition for providing mortgage, bridge or mezzanine loans. It is uncertain whether such insurance policies will continue to be available, or be available at
reasonable cost, which could inhibit our ability to finance or refinance our properties. In such instances, we may be required to provide other financial support, either through financial assurances
or self-insurance, to cover potential losses. We cannot assure you that we will have adequate coverage for such losses. In the event that any of our properties incurs a casualty loss that
is not fully covered by insurance, the value of our assets will be reduced by the amount of any such uninsured loss. In addition, other than any potential capital reserve or other reserves we may
establish, we have no source of funding to repair or reconstruct any uninsured damaged property, and we cannot assure you that any such sources of funding will be available to us for such purposes in
the future. Also, to the extent we must pay unexpectedly large amounts for insurance, we could suffer reduced earnings that would result in decreased distributions to stockholders.

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Our operating results may be negatively affected by potential development and construction delays and result in increased costs and risks, which could diminish the return on
your investment.

We may use some or all of the offering proceeds available to us to acquire, develop and/or redevelop properties upon which we will
develop multifamily communities and construct improvements. We will be subject to risks relating to uncertainties associated with rezoning for development and environmental concerns of governmental
entities and/or community groups and our developer's ability to control construction costs or to build in conformity with plans, specifications and timetables. The developer's failure to perform may
necessitate legal action by us to rescind the purchase or the construction contract or to compel performance. Performance may also be affected or delayed by conditions beyond the developer's control.
Delays in completion of a multifamily community also could give residents the right to terminate preconstruction leases for apartment units at a newly developed project. We may incur additional risks
when we make periodic progress payments or other advances to such developers prior to completion of construction. These and other such factors can result in increased costs of a project or loss of our
investment. In addition, we will be subject to normal lease-up risks relating to newly constructed projects. Furthermore, we must rely upon projections of rental income and expenses and
estimates of the fair market value of property upon completion of construction when agreeing upon a price to be paid for the property at the time of acquisition of the property. If our projections are
inaccurate, we may pay too much for a property, and the return on our investment could suffer.

In
addition, we may invest in unimproved real property (which we define as property not acquired for the purpose of producing rental or other operating income, has no development or
construction in process at the time of acquisition and no development or construction is planned to commence within one year of the acquisition) or mortgage loans on unimproved property. Returns from
development of unimproved properties are also subject to risks and uncertainties associated with rezoning the land for development and environmental concerns of governmental entities and/or community
groups. Although our intention is to limit any investment in unimproved property to property we intend to develop, your investment nevertheless is subject to the risks associated with investments in
unimproved real property.

Our plan to reposition certain commercial properties through demolition, conversion and redevelopment into new multifamily communities may never commence after we make an
investment in the property, be delayed or never reach completion, which could diminish the return on your investment.

We may make investments in a wide variety of commercial properties, including, without limitation, office buildings, shopping centers,
business and industrial parks, manufacturing facilities, warehouses and distribution facilities and motel and hotel properties for purposes of repositioning these properties into multifamily
communities. After we make an investment, we or the developer, as applicable, may be unable to commence conversion of these properties and therefore may be required to continue operating the
properties under their current purpose, which would include other than multifamily community uses. In addition, we may also be unable to complete the demolition, conversion or redevelopment of these
commercial properties and may be forced to hold or sell these properties at a loss. Although we intend to focus on multifamily communities and limit any investment in commercial properties for
repositioning into multifamily communities, your investment is subject to the risks associated with these commercial properties and traditional construction risks associated with this repositioning
plan.

If we contract with Behringer Development Company LP or its affiliates for newly developed property, we cannot guarantee that any earnest money deposit we make to
Behringer Development Company LP or its affiliates will be fully refunded.

We may enter into one or more contracts, either directly or indirectly through joint ventures, tenant-in-common
investments or other co-ownership arrangements, with affiliates of our advisor or

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others,
to acquire real property from Behringer Development Company LP ("Behringer Development"), an affiliate of our advisor. Properties acquired from Behringer Development or its affiliates
may be existing income-producing properties, properties to be developed or properties under development. We anticipate that we will be obligated to pay a substantial earnest money deposit at the time
of
contracting to acquire such properties. In the case of properties to be developed by Behringer Development or its affiliates, we anticipate that we will be required to close the purchase of the
property upon completion of the development of the property by Behringer Development or its affiliates. At the time of contracting and the payment of the earnest money deposit by us, Behringer
Development or its affiliates typically will not have acquired title to any real property. Typically, Behringer Development or its affiliates will only have a contract to acquire land and a
development agreement to develop a building on the land. We may enter into such a contract with Behringer Development or its affiliates even if at the time of contracting we have not yet raised
sufficient proceeds in our offering to enable us to close the purchase of such property. However, we will not be required to close a purchase from Behringer Development or its affiliates, and will be
entitled to a refund of our earnest money, in the following circumstances:



The
obligation of Behringer Development or its affiliates to refund our earnest money will be unsecured, and no assurance can be made that we would be able to obtain a refund of such
earnest money deposit from it under these circumstances since Behringer Development is an entity without substantial assets or operations.

We face competition from third parties, including other multifamily communities, which may limit our profitability and the return on your investment.

The residential multifamily community industry is highly competitive. This competition could reduce occupancy levels and revenues at
our multifamily communities, which would adversely affect our operations. We compete with many other entities engaged in real estate investment activities, including individuals, corporations, bank
and insurance company investment accounts, other REITs, real estate limited partnerships, and other entities engaged in real estate investment activities, many of which have greater resources than we
do. Larger real estate programs may enjoy significant competitive advantages that result from, among other things, a lower cost of capital and enhanced
operating efficiencies. Our competitors include other multifamily communities both in the immediate vicinity and the broader geographic market where our multifamily communities will be located.
Overbuilding of multifamily communities may occur. If so, this will increase the number of multifamily community units available and may decrease occupancy and multifamily unit rental rates. In
addition, increases in operating costs due to inflation may not be offset by increased rental rates. We may be required to expend substantial sums to attract new residents.

In connection with the recent credit market disruptions and economic slowdown, we may face increased competition from single-family homes and condominiums for rent, which
could limit our ability to retain residents, lease apartment units or increase or maintain rents.

Any multifamily communities we invest in may compete with numerous housing alternatives in attracting residents, including
single-family homes and condominiums available for rent. Such competitive housing alternatives may become more prevalent in a particular area because of the tightening of mortgage lending underwriting
criteria, homeowner foreclosures, the decline in single-family home and condominium sales and the lack of available credit. The number of single-family

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homes
and condominiums for rent in a particular area could limit our ability to retain residents, lease apartment units or increase or maintain rents.

If PGGM does not honor its commitments, our portfolio may not be as diverse and our investments may suffer.

Under arrangements managed by a subsidiary of our sponsor, we have entered into, and it is intended that we will continue to enter
into, joint venture investments with PGGM in multifamily communities that are to-be-developed or in the process of being developed, or for which development has been completed
for less than three years, other than residential properties for assisted living, student housing or senior housing. As of December 31, 2009, we have made joint venture investments with PGGM in
substantially all of the properties and development projects in which we have invested. PGGM has committed to our sponsor to invest up to $300 million in such joint ventures (with approximately
$221.9 million committed to currently existing properties and projects). As such, we expect a substantial portion of our future investments will be made through such joint ventures. We expect
this investment strategy to increase the number of investments we make and the diversification of our investment portfolio. However, if PGGM does not honor its current commitment to invest up to
$300 million in such joint ventures, our portfolio will not consist of as many investments or be as diverse as it otherwise would.

In
addition, under the joint venture arrangements into which we have entered, and expect to continue to enter, with PGGM, we may in certain situations call for capital contributions to
be made by PGGM. This has typically been the case in the development projects in which we have co-invested with PGGM; as the development progresses, it is generally required that both we
and PGGM contribute additional capital to the project. If PGGM were unwilling or unable to contribute this capital when required, the project and our investment therein could suffer due to lack of
funding or delays in funding. In addition, we could, through our interest in the joint venture with PGGM, be in breach of our obligations to the other parties investing in the development project
unless we were to fund PGGM's portion on its behalf or obtain alternative sources of funding. If we were to fund PGGM's portion on its behalf, we would have less capital to invest in other assets and
the diversification of our portfolio would suffer. If we were unable to fund the portion of any project that PGGM is expected to, but does not, fund in accordance with the joint venture agreement, the
joint venture may be unable to meet its funding obligations to the project and the value of our interest in the project may be reduced or eliminated.

Because
PGGM is a pooled investment structure, each investor investing in the structure will be responsible for its proportionate share of the capital PGGM is obligated to provide to our
joint venture. We will indirectly rely on these investors to meet their obligations to PGGM so that PGGM can meet its obligations described above.

A concentration of our investments in the multifamily sector may leave our profitability vulnerable to a downturn or slowdown in such sector.

At any one time, a significant portion of our investments are likely to be in the multifamily sector. As a result, we will be subject
to risks inherent in investments in a single type of property. If our investments are substantially in the multifamily sector, then the potential effects on our revenues, and as a result, on cash
available for distribution to our stockholders, resulting from a downturn or slowdown in the multifamily sector could be more pronounced than if we had more fully diversified our investments.

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Failure to succeed in new markets or in new property classes may have adverse consequences on our performance.

We may from time to time commence development activity or make acquisitions outside of our existing market areas or the property
classes of our primary focus if appropriate opportunities arise. Our historical experience in our existing markets in developing, owning and operating certain classes of property does not ensure that
we will be able to operate successfully in
new markets, should we choose to enter them, or that we will be successful in new property classes. We may be exposed to a variety of risks if we choose to enter new markets, including an inability to
evaluate accurately local market conditions, to obtain land for development or to identify appropriate acquisition opportunities, to hire and retain key personnel, and a lack of familiarity with local
governmental and permitting procedures. In addition, we may abandon opportunities to enter new markets or acquire new classes of property that we have begun to explore for any reason and may, as a
result, fail to recover expenses already incurred.

Acquiring or attempting to acquire multiple properties in a single transaction may adversely affect our operations.

From time to time, we may attempt to acquire multiple properties in a single transaction. Portfolio acquisitions are more complex and
expensive than single-property acquisitions, and the risk that a multiple-property acquisition does not close may be greater than in a single-property acquisition. Portfolio acquisitions may also
result in us owning investments in geographically dispersed markets, placing additional demands on our ability to manage the properties in the portfolio. In addition, a seller may require that a group
of properties be purchased as a package even though we may not want to purchase one or more properties in the portfolio. In these situations, if we are unable to identify another person or entity to
acquire the unwanted properties, we may be required to operate or attempt to dispose of these properties. To acquire multiple properties in a single transaction we may be required to accumulate a
large amount of cash. We would expect the returns that we can earn on such cash to be less than the ultimate returns in real property and therefore, accumulating such cash could reduce the funds
available for distributions. Any of the foregoing events may have an adverse effect on our operations.

If we set aside insufficient capital reserves, we may be required to defer necessary capital improvements.

If we do not have enough reserves for capital to supply needed funds for capital improvements throughout the life of the investment in
a property and there is insufficient cash available from our operations, we may be required to defer necessary improvements to the property, which may cause the property to suffer from a greater risk
of obsolescence or a decline in value, or a greater risk of decreased cash flow as a result of fewer potential residents being attracted to the property. If this happens, we may not be able to
maintain projected rental rates for affected properties, and our results of operations may be negatively impacted.

The costs of compliance with environmental laws and other governmental laws and regulations may adversely affect our income and the cash available for any distributions.

All real property and the operations conducted on real property are subject to federal, state and local laws and regulations relating
to environmental protection and human health and safety. These laws and regulations generally govern wastewater discharges, air emissions, the operation and removal of underground and above-ground
storage tanks, the use, storage, treatment, transportation and disposal of solid and hazardous materials, and the remediation of contamination associated with disposals. Some of these laws and
regulations may impose joint and several liability on residents, owners or operators for the costs of investigation or remediation of contaminated properties, regardless of fault or the legality of
the original disposal. In addition, the presence of these substances, or the

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failure
to properly remediate these substances, may adversely affect our ability to sell or rent the property or to use the property as collateral for future borrowing.

Compliance
with new or more stringent laws or regulations or stricter interpretation of existing laws may require material expenditures by us. For example, various federal, regional and
state laws and regulations have been implemented or are under consideration to mitigate the effects of climate change caused by greenhouse gas emissions. Among other things, "green" building codes may
seek to reduce emissions through the imposition of standards for design, construction materials, water and energy usage and efficiency, and waste management. We are not aware of any such existing
requirements that we believe will have a material impact on our current operations. However, future requirements could increase the costs of maintaining or improving our existing properties or
developing new properties.

Discovery of previously undetected environmentally hazardous conditions may adversely affect our operating results.

Under various federal, state and local environmental laws, ordinances and regulations (including those of foreign jurisdictions), a
current or previous owner or operator of real property may be liable for the cost of removal or remediation of hazardous or toxic substances on, under or in such property. The costs of removal or
remediation could be substantial. These laws often impose liability whether or not the owner or operator knew of, or was responsible for, the presence of the hazardous or toxic substances.

Environmental
laws also may impose restrictions on the manner in which property may be used or businesses may be operated, and these restrictions may require substantial expenditures.
Environmental laws provide for sanctions in the event of noncompliance and may be enforced by governmental
agencies or, in certain circumstances, by private parties. Certain environmental laws and common law principles govern the presence, maintenance, removal and disposal of certain building materials,
including asbestos and lead-based paint. Such hazardous substances could be released into the air and third parties may seek recovery from owners or operators of real properties for
personal injury or property damage associated with exposure to released hazardous substances.

In
addition, when excessive moisture accumulates in buildings or on building materials, mold growth may occur, particularly if the moisture problem remains undiscovered or is not
addressed over a period of time. Some molds may produce airborne toxins or irritants. Concern about indoor exposure to mold has been increasing, as exposure to mold may cause a variety of adverse
health effects and symptoms, including allergic or other reactions. As a result, the presence of significant mold at any of our projects could require us to undertake a costly remediation program to
contain or remove the mold from the affected property or development project, which would reduce our operating results.

The
cost of defending against such claims of liability, of compliance with environmental regulatory requirements, of remediating any contaminated property, or of paying personal injury
claims could materially adversely affect our business, assets or results of operations and, consequently, amounts available for distribution to you.

Our costs associated with and the risk of failing to comply with the Americans with Disabilities Act and the Fair Housing Act may affect cash available for distributions.

Our properties and the properties underlying our investments are generally expected to be subject to the Americans with Disabilities
Act of 1990, as amended ("Disabilities Act"), or similar laws of foreign jurisdictions. Under the Disabilities Act, all places of public accommodation are required to comply with federal requirements
related to access and use by disabled persons. The Disabilities Act has separate compliance requirements for "public accommodations" and "commercial facilities" that generally require that buildings
and services be made accessible and available to people with disabilities. The Disabilities Act's requirements could require removal of access barriers and could

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result
in the imposition of injunctive relief, monetary penalties or, in some cases, an award of damages. We will attempt to acquire properties that comply with the Disabilities Act or similar laws of
foreign jurisdictions or place the burden on the seller or other third party to ensure compliance with such laws. However, we cannot assure you that we will be able to acquire properties or allocate
responsibilities in this manner. If we cannot, our funds used for compliance with these laws may affect cash available for distributions and the amount of distributions to you.

The
multifamily communities in which we invest must comply with Title III of the Disabilities Act, to the extent that such properties are "public accommodations" and/or "commercial
facilities" as defined by the Disabilities Act. Compliance with the Disabilities Act could require removal of structural barriers to handicapped access in certain public areas of our multifamily
communities where such removal is readily achievable. The Disabilities Act does not, however, consider residential properties, such as multifamily communities to be public accommodations or commercial
facilities, except to the extent portions of such facilities, such as the leasing office, are open to the public.

We
also must comply with the Fair Housing Amendment Act of 1988 ("FHAA"), which requires that multifamily communities first occupied after March 13, 1991 be accessible to
handicapped residents and visitors. Compliance with the FHAA could require removal of structural barriers to handicapped access in a community, including the interiors of apartment units covered under
the FHAA. Recently there has been heightened scrutiny of multifamily housing communities for compliance with the requirements of the FHAA and Disabilities Act and an increasing number of substantial
enforcement actions and private lawsuits have been brought against multifamily communities to ensure compliance with these requirements. Noncompliance with the FHAA and Disabilities Act could result
in the imposition of fines, awards of damages to private litigants, payment of attorneys' fees and other costs to plaintiffs, substantial litigation costs and substantial costs of remediation.

By owning age-restricted communities, we may incur liability by failing to comply with the FHAA, the Housing for Older Persons Act or certain state regulations,
which may affect cash available for distributions.

Any age-restricted communities we acquire must comply with the FHAA and the Housing for Older Persons Act ("HOPA"). The
FHAA prohibits housing discrimination based upon familial status, which is commonly referred to as age-based discrimination. However, there are exceptions for housing developments that
qualify as housing for older persons. The HOPA provides the legal requirements for such housing developments. In order for housing to qualify as housing for older persons, the HOPA requires
(i) all residents of such developments to be 62 years of age or older or (ii) that at least 80% of the occupied units are occupied by at least one person who is 55 years of
age or older and that the housing community publish and adhere to policies and procedures that demonstrate this required intent and comply with rules issued by the United States Department of Housing
and Urban Development for verification of occupancy. In addition, certain states require that age-restricted housing communities register with the state. Noncompliance with the FHAA, HOPA
and state registration requirements could result in the imposition of fines, awards of damages to private litigants, payment of attorneys' fees and other costs to plaintiffs, substantial litigation
costs and substantial costs of remediation.

If we sell properties by providing financing to purchasers, we will bear the risk of default by the purchaser.

If we decide to sell any of our properties, we intend to use commercially reasonable efforts to sell them for cash or in exchange for
other property. However, in some instances we may sell our properties by providing financing to purchasers. If we provide financing to purchasers, we will bear the risk of default by the purchaser and
will be subject to remedies provided by law, which could negatively impact distributions to our stockholders. There are no limitations or restrictions on our ability to take purchase money
obligations. We may, therefore, take a purchase money obligation secured by a mortgage as partial payment for the purchase price of a property. The terms of payment to us generally will be affected by
custom in the area where the property being sold is located and the then-prevailing

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economic
conditions. If we receive promissory notes or other property in lieu of cash from property sales, the distribution of the proceeds of sales to our stockholders, or their reinvestment in other
assets, will be delayed until the promissory notes or other property are actually paid, sold or refinanced or we have otherwise disposed of such promissory notes or other property. In some cases, we
may receive initial down payments in cash and other property in the year of sale in an amount less than the selling price and subsequent payments will be spread over a number of years. If any
purchaser defaults under a financing arrangement with us, it could negatively impact our ability to make distributions to our stockholders.

Risks Associated with Debt Financing

We will incur mortgage indebtedness and other borrowings, which will increase our business risks.

We and the entities in which we invest have utilized debt financing secured by real property investments to finance acquisitions. We
anticipate that we will acquire additional properties and other real estate-related assets by using existing financing, if available, or borrowing new funds. In order to satisfy the requirement that
we distribute to stockholders at least 90% of our annual REIT taxable income, or otherwise as is necessary or advisable to assure that we maintain our qualification as a REIT for federal income tax
purposes and/or avoid federal income tax, we may also borrow additional funds for payment of distribution to stockholders.

There
is no limitation on the amount we may invest in any single property or other asset or on the amount we can borrow for the purchase of any individual property or other investment.
Under our charter, the maximum amount of our indebtedness shall not exceed 300% of our "net assets" (as defined by our charter) as of the date of any borrowing; however, we may exceed that limit if
approved by a majority of our independent directors.

In
addition to our charter limitation, our board of directors has adopted a policy to generally limit our aggregate borrowings to approximately 75% of the aggregate value of our assets
unless substantial justification exists that borrowing a greater amount is in our best interests (for purposes of this policy limitation and the target leverage ratio discussed below, the value of our
assets is based on methodologies and policies determined by the board of directors that may include, but do not require, independent appraisals). Our policy limitation, however, does not apply to
individual real estate assets and only will apply once we have ceased raising capital under this or any subsequent offering and invested substantially all of our capital. As a result, we expect to
borrow more than 75% of the contract purchase price of each real estate asset we acquire to the extent our board of directors determines that borrowing these amounts is prudent. Such debt may be at a
level that is higher than real estate investment trusts with similar investment objectives or criteria. High debt levels would cause us to incur higher interest charges, would result in higher debt
service payments, and could be accompanied by restrictive covenants. These factors could limit the amount of cash we have available to distribute and could result in a decline in the value of your
investment. Following the investment of the proceeds to be raised in this offering, we will seek a long term leverage ratio of approximately 60% upon stabilization of the aggregate value of our
assets.

We
do not intend to incur mortgage debt on a particular real property unless we believe the property's projected cash flow is sufficient to service the mortgage debt. However, if there
is a shortfall in cash flow, then the amount available for distributions to stockholders may be affected. In addition, incurring mortgage debt increases the risk of loss because (1) loss in
investment value is generally borne entirely by the borrower until such time as the investment value declines below the principal balance of the associated debt and (2) defaults on indebtedness
secured by a property may result in foreclosure actions initiated by lenders and our loss of the property securing the loan that is in default. For tax purposes, a foreclosure of any of our properties
would be treated as a sale of the property for a purchase price equal to the outstanding balance of the debt secured by the mortgage. If the

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outstanding
balance of the debt secured by the mortgage exceeds our tax basis in the property, we would recognize taxable income on foreclosure, but would not receive any cash proceeds from the
foreclosure. We may give full or partial guarantees to lenders of mortgage debt to the entities that own our properties. When we give a guaranty on behalf of an entity that owns one of our properties,
we will be responsible to our lender for satisfaction of the debt if it is not paid by such entity. If any mortgages contain cross-collateralization or cross-default provisions, there is a risk that
more than one real property may be affected by a default. If any of our properties are foreclosed upon due to a default, our ability to make distributions to our stockholders will be adversely
affected. In addition, since we intend to begin to consider the process of liquidating and distributing cash or listing our shares on a national securities exchange within four to six years after the
termination of this primary offering, our approach to investing in properties utilizing leverage in order to accomplish our investment objectives
over this period of time may present more risks to our stockholders than comparable real estate programs that have a longer intended duration and that do not utilize borrowing to the same degree.

If mortgage debt is unavailable at reasonable rates, we may not be able to finance the multifamily communities, which could reduce the number of properties we can acquire
and the amount of cash distributions we can make.

When we place mortgage debt on multifamily communities, we run the risk of being unable to refinance the properties when the loans come
due, or of being unable to refinance on favorable terms. If interest rates are higher when the properties are refinanced, we may not be able to finance the properties at reasonable rates and our
income could be reduced. If this occurs, it would reduce cash available for distribution to our stockholders, and it may prevent us from borrowing more money.

Our financial condition could be adversely affected by financial covenants under our credit facility.

In March 2010, we closed on a $150.0 million credit facility. Our credit facility agreement contains certain financial and
operating covenants, including, among other things, leverage ratios, certain coverage ratios, as well as limitations on our ability to incur secured indebtedness. The credit facility agreement also
contains customary default provisions including the failure to timely pay debt service issued thereunder and the failure to comply with our financial and operating covenants and cross-default
provision with other debt. These covenants could limit our ability to obtain additional funds needed to address liquidity needs or pursue growth opportunities or transactions that would provide
substantial return to our stockholders. In addition, a breach of these covenants could cause a default and accelerate payment of advances under the credit facility agreement, which could have a
material adverse effect on our financial condition.

Violating
the covenants contained in our credit facility agreement would likely result in us incurring higher finance costs and fees and/or an acceleration of the maturity date of
advances under the credit facility agreement all of which could have a material adverse effect on our results of operations and financial condition.

Lenders may require us to enter into restrictive covenants relating to our operations, which could limit our ability to make distributions to our stockholders.

In connection with obtaining financing, a lender could impose restrictions on us that affect our ability to incur additional debt and
our distribution and operating policies. In general, we expect our loan agreements to restrict our ability to encumber or otherwise transfer our interest in the respective property without the prior
consent of the lender. Loan documents we enter into may contain other negative covenants that may limit our ability to further mortgage the property, discontinue insurance coverage, replace Behringer
Harvard Multifamily Advisors I as our advisor or impose other limitations. Any such restriction or limitation may have an adverse effect on our operations and our ability to make distributions to you.

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Our ability to obtain financing on reasonable terms could be impacted by negative capital market conditions.

During 2008 and 2009, significant and widespread concerns about credit risk and access to capital have been present in the global
financial markets. Commercial real estate debt markets have experienced volatility and uncertainty as a result of certain related factors, including the tightening of underwriting standards by lenders
and credit rating agencies and the significant inventory of unsold collateralized mortgage backed securities in the market. Credit spreads for major sources of capital widened significantly as
investors have demanded a higher risk premium. This resulted in lenders increasing the cost for debt financing. Should the overall cost of borrowings continue to increase, either by increases in the
index rates or by increases in lender spreads, we will need to factor such increases into the economics of our acquisitions, developments and property contributions. Consequently, there is greater
uncertainty regarding our ability to access the credit market in order to attract financing on reasonable terms. Investment returns on our assets and our ability to make acquisitions could be
adversely affected by our inability to secure financing on reasonable terms, if at all.

Interest-only indebtedness may increase our risk of default and ultimately may reduce our funds available for distribution to our stockholders.

We may finance our property acquisitions using interest-only mortgage indebtedness. During the interest- only period, the
amount of each scheduled payment will be less than that of a traditional amortizing mortgage loan. The principal balance of the mortgage loan will not be reduced (except in the case of prepayments)
because there
are no scheduled monthly payments of principal during this period. After the interest-only period, we will be required either to make scheduled payments of amortized principal and interest
or to make a lump-sum or "balloon" payment at maturity. These required principal or balloon payments will increase the amount of our scheduled payments and may increase our risk of default
under the related mortgage loan. If the mortgage loan has an adjustable interest rate, the amount of our scheduled payments also may increase at a time of rising interest rates. Increased payments and
substantial principal or balloon maturity payments will reduce the funds available for distribution to our stockholders because cash otherwise available for distribution will be required to pay
principal and interest associated with these mortgage loans.

Increases in interest rates could increase the amount of our debt payments and adversely affect our ability to make distributions to our stockholders.

We may incur indebtedness that bears interest at a variable rate. In addition, from time to time we may pay mortgage loans or finance
and refinance our properties in a rising interest rate environment. Accordingly, increases in interest rates could increase our interest costs, which could have an adverse effect on our cash flow from
operating activities and our ability to make distributions to you. In addition, if rising interest rates cause us to need additional capital to repay indebtedness in accordance with its terms or
otherwise, we may need to liquidate one or more of our investments at times that may not permit realization of the maximum return on these investments.

If we enter into financing arrangements involving balloon payment obligations, it may adversely affect our ability to make distributions.

Some of our financing arrangements may require us to make a lump-sum or "balloon" payment at maturity. Our ability to make
a balloon payment at maturity is uncertain and may depend upon our ability to obtain additional financing or our ability to sell the property. At the time the balloon payment is due, we may or may not
be able to refinance the balloon payment on terms as favorable as the original loan or sell the property at a price sufficient to make the balloon payment. The effect of a refinancing or sale could
affect the rate of return to stockholders and the projected time of disposition of our assets. In addition, payments of principal and interest made to service our debts may leave us with insufficient
cash to pay the distributions that we are required to pay to maintain our qualification

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as
a REIT and/or avoid federal income tax. Any of these results would have a significant, negative impact on your investment.

Risks Related to Investments in Real Estate-Related Assets

We have relatively less experience investing in mortgage, bridge, mezzanine or other loans as compared to investing directly in real property, which could adversely affect
our return on loan investments.

The experience of our advisor and its affiliates with respect to investing in mortgage, bridge, mezzanine or other loans relating to
multifamily communities is not as extensive as it is with respect to investments directly in real properties. However, we have made and may continue to make such loan investments to the extent our
advisor determines that it is advantageous to us due to the state of the real estate market or in order to diversify our investment portfolio. Our less extensive experience with respect to mortgage,
bridge, mezzanine or other loans could adversely affect our return on loan investments.

The bridge loans in which we may invest involve greater risks of loss than conventional mortgage loans.

We may provide or invest in bridge loans secured by first lien mortgages on a multifamily property to borrowers who are typically
seeking short-term capital to be used in an acquisition or refinancing of real estate. We may also provide or invest in bridge loans secured by a pledge of the ownership interests of
either the entity owning the real property or the entity that owns the interest in the entity owning the real property. The borrower has usually identified an undervalued multifamily asset that has
been undermanaged or is located in a recovering market. If the market in which the asset is located fails to recover according to the borrower's projections, or if the borrower fails to improve the
quality of the asset's management or the value of the asset, the borrower may not receive a sufficient return on the asset to satisfy the bridge loan, and we may not recover some or all of our
investment.

In
addition, owners usually borrow funds under a conventional mortgage loan to repay a bridge loan. We may therefore be dependent on a borrower's ability to obtain permanent financing to
repay our bridge loan, which could depend on market conditions and other factors. Bridge loans are also subject to risks of borrower defaults, bankruptcies, fraud, losses and special hazard losses
that are not covered by standard hazard insurance. In the event of any default under bridge loans held by us, we bear the risk of loss of principal and nonpayment of interest and fees to the extent of
any deficiency between the value of the mortgage collateral and the principal amount of the bridge loan. To the extent we suffer such losses with respect to our investments in bridge loans, the value
of our company and the price of our common stock may be adversely affected.

The mezzanine loans in which we invest involve greater risks of loss than senior loans secured by income-producing real properties.

We have and will continue to invest in mezzanine loans that take the form of subordinated loans secured by second mortgages on the
underlying real property or loans secured by a pledge of the ownership interests of either the entity owning the real property or the entity that owns the interest in the entity owning the real
property. These types of investments involve a higher degree of risk than long-term senior mortgage lending secured by income-producing real property because the investment may become
unsecured as a result of foreclosure by the senior lender. In the event of a bankruptcy of the entity providing the pledge of its ownership interests as security, we may not have full recourse to the
assets of the entity, or the assets of the entity may not be sufficient to satisfy our mezzanine loan. If a borrower defaults on our mezzanine loan or debt senior to our loan, or in the event of a
borrower bankruptcy, our mezzanine loan will be satisfied only after the senior debt. If a borrower defaults on our loan or on debt senior to our loan, or in the event of a borrower bankruptcy, our
loan will be satisfied only after the senior debt is paid in full. Where debt senior to our loan exists, the presence of

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intercreditor
arrangements may limit our ability to amend our loan documents, assign our loans, accept prepayments, exercise our remedies (through "standstill periods"), and control decisions made in
bankruptcy proceedings relating to borrowers. As a result, we may not recover some or all of our investment, which could have a negative impact on our ability to make distributions.

The construction loans in which we may invest involve greater risks of loss of investment and reduction of return than conventional mortgage loans.

If we decide to invest in construction loans secured by multifamily or other types of underlying properties, the nature of these loans
pose a greater risk of loss than traditional mortgages. Since construction loans are made generally for the express purpose of either the original development or redevelopment of a property, the risk
of loss is greater than a conventional mortgage because the underlying properties subject to construction loans are generally unable to generate income during the period of the loan. Construction
loans may also be subordinate to the first lien mortgages. Any delays in completing the development or redevelopment multifamily project may increase the risk of default or credit risk of the borrower
which may increase the risk of loss or risk of a lower than expected return to our portfolio.

Our mortgage, bridge, mezzanine or other loans may be impacted by unfavorable real estate market conditions, which could decrease the value of our loan investments.

If we make or invest in mortgage, bridge, mezzanine or other loans, we will be at risk of defaults on those loans caused by many
conditions beyond our control, including local and other economic conditions affecting real estate values and interest rate levels. We do not know whether the values of the property securing the loans
will remain at the levels existing on the dates of origination of the loans. If the values of the underlying properties drop, our risk will increase and the values of our interests may decrease.

Our mortgage, bridge, mezzanine or other loans will be subject to interest rate fluctuations, which could reduce our returns as compared to market interest rates.

If we invest in fixed-rate, long-term mortgage, bridge, mezzanine or other loans and interest rates rise, the
loans could yield a return lower than then-current market rates. If interest rates decrease, we will be adversely affected to the extent that mortgage, bridge, mezzanine or other loans are
prepaid, because we may not be able to make new loans at the previously higher interest rate.

Delays in liquidating defaulted mortgage, bridge, mezzanine or other loans could reduce our investment returns.

If there are defaults under our loans, we may not be able to repossess and quickly sell the properties securing such loans. The
resulting time delay could reduce the value of our investment in the defaulted loans. An action to foreclose on a property securing a loan is regulated by state statutes and rules and is subject to
the delays and expenses of any lawsuit brought in connection with the foreclosure if the defendant raises defenses or counterclaims. In the event of default by a mortgagor, these restrictions, among
other things, may impede our ability to foreclose on or sell the mortgaged property or to obtain proceeds sufficient to repay all amounts due to us on the loan.

Returns on our mortgage, bridge, mezzanine or other loans may be limited by regulations.

The mortgage, bridge or mezzanine loans in which we invest, or that we may make, may be subject to regulation by federal, state and
local authorities (including those of foreign jurisdictions) and subject to various laws and judicial and administrative decisions. We may determine not to make mortgage, bridge, mezzanine or other
loans in any jurisdiction in which we believe we have not complied in all

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material
respects with applicable requirements. If we decide not to make mortgage, bridge, mezzanine or other loans in several jurisdictions, it could reduce the amount of income we would otherwise
receive. Foreclosures create additional ownership risks that could adversely impact our returns on loan investments. If we acquire property by foreclosure following defaults under our mortgage,
bridge, mezzanine or other loans, we will have the economic and liability risks as the owner of that property.

The liquidation of our assets may be delayed as a result of our investment in mortgage, bridge, mezzanine or other loans, which could delay distributions to our
stockholders.

The mezzanine and bridge loans we may purchase will be particularly illiquid investments due to their short life, their unsuitability
for securitization and the greater difficulty of recoupment in the event of a borrower's default. If our advisor determines that it is in our best interest to make or invest in mortgage, bridge,
mezzanine or other loans, any intended liquidation of us may be delayed beyond the time of the sale of all of our properties until all mortgage, bridge or mezzanine loans expire or are sold, because
we may enter into mortgage, bridge, mezzanine or other loans with terms that expire after the date we intend to have sold all of our properties.

Investments in real estate-related securities will be subject to specific risks relating to the particular issuer of the securities and may be subject to the general risks
of investing in subordinated real estate securities, which may result in losses to us.

We may invest in real estate-related securities of both publicly traded and private real estate companies. Our investments in real
estate-related securities will involve special risks relating to the particular issuer of the real estate-related securities, including the financial condition and business outlook of the issuer.
Issuers of real estate-related equity securities generally invest in real estate or real estate-related assets and are subject to the inherent risks associated with real estate-related investments,
which are discussed in this "Risk Factors" section, including risks relating to rising interest rates.

Real
estate-related securities are often unsecured and also may be subordinated to other obligations of the issuer. As a result, investments in real estate-related securities are subject
to risks of: (1) limited liquidity in the secondary trading market in the case of unlisted or thinly traded securities; (2) substantial market price volatility resulting from changes in
prevailing interest rates in the case of traded equity securities; (3) subordination to the prior claims of banks and other senior lenders to the issuer; (4) the operation of mandatory
sinking fund or call/redemption provisions during periods of declining interest rates that could cause the issuer to reinvest redemption proceeds in lower yielding assets; (5) the possibility
that earnings of the issuer may be insufficient to meet its debt service and distribution obligations; and (6) the declining creditworthiness and potential for insolvency of the issuer during
periods of rising interest rates and economic slowdown or downturn. These risks may adversely affect the value of outstanding real estate-related securities and the ability of the issuers thereof to
repay principal and interest or make distribution payments.

Investments in real estate-related preferred equity securities involve a greater risk of loss than traditional debt financing.

We may invest in real estate-related preferred equity securities, which may involve a higher degree of risk than traditional debt
financing due to a variety of factors, including that such investments are subordinate to traditional loans and are not secured by property underlying the investment. Furthermore, should the issuer
default on our investment, we would be able to proceed only against the entity in which we have an interest, and not the property owned by such entity and underlying our investment. As a result, we
may not recover some or all of our investment.

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We may make investments in non-U.S. dollar denominated property and real estate-related securities, which will be subject to currency rates exposure and the
uncertainty of foreign laws and markets.

We may purchase property or real estate-related securities denominated in foreign currencies. A change in foreign currency exchange
rates may have an adverse impact on returns on our non-U.S. dollar denominated investments. Although we may hedge our foreign currency risk subject to the REIT income qualification tests,
we may not be able to do so successfully and may incur losses on these investments as a result of exchange rate fluctuations. We expect that a portion of any real estate-related securities investments
we make will be illiquid and we may not be able to adjust our portfolio in response to changes in economic and other conditions.

Certain
of the real estate-related securities that we may purchase in connection with privately negotiated transactions will not be registered under the applicable securities laws,
resulting in a prohibition against their transfer, sale, pledge or other disposition except in a transaction that is exempt from the registration requirements of, or is otherwise in accordance with,
those laws. As a result, our ability to vary our portfolio in response to changes in economic and other conditions may be relatively limited. The mezzanine and bridge loans we may purchase will be
particularly illiquid investments due to their short life, their unsuitability for securitization and the greater difficulty of recoupment in the event of a borrower's default.

Interest rate and related risks may cause the value of our real estate-related securities to be reduced.

Interest rate risk is the risk that prevailing market interest rates change relative to the current yield on fixed income securities
such as preferred and debt securities, and to a lesser extent dividend paying common stock. Generally, when market interest rates rise, the market value of these securities declines, and vice versa.
In addition, when interest rates fall, issuers are more likely to repurchase their existing preferred and debt securities to take advantage of the lower cost of financing. As repurchases occur,
principal is returned to the holders of the securities sooner than expected, thereby lowering the effective yield on the investment. On the other hand, when interest rates rise, issuers are more
likely to maintain their existing preferred and debt securities. As a result, repurchases decrease, thereby extending the average maturity of the securities. We intend to manage interest rate risk by
purchasing preferred and debt securities with maturities and repurchase provisions that are designed to match our investment objectives. If we are unable to manage these risks effectively, our results
of operations, financial condition and ability to pay distributions to you will be adversely affected.

We have relatively less experience investing in real estate-related securities than investing in real property, which could adversely affect our return on such investments.

Aside from investments in real estate, we are permitted to invest in real estate-related securities, including securities issued by
other real estate companies, collateralized mortgage-backed securities, mortgage, bridge, mezzanine or other loans and Section 1031 tenant-in-common interests. As of
December 31, 2009, we own directly or through joint venture arrangements a limited number of mezzanine loans made to the owners of various development projects. In cases where our advisor
determines that it is advantageous to us to make the types of investments in which our advisor or its affiliates have relatively less experience than in other areas, such as with respect to domestic
real property, our advisor may employ persons, engage consultants or partner with third parties that have, in our advisor's opinion, the relevant expertise necessary to assist our advisor in
evaluating, making and administering such investments.

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We may acquire real estate-related securities through tender offers, which may require us to spend significant amounts of time and money that otherwise could be allocated to
our operations.

We may acquire real estate-related securities through tender offers, negotiated or otherwise, in which we solicit a target company's
stockholders to purchase their securities. The acquisition of these securities could require us to spend significant amounts of money that otherwise could be allocated to our operations. Additionally,
in order to acquire the securities, the employees of our advisor likely will need to devote a substantial portion of their time to pursuing the tender offertime that otherwise could be
allocated to managing our business. These consequences could adversely affect our operations and reduce the cash available for distribution to our stockholders.

The CMBS in which we may invest are subject to all of the risks of the underlying mortgage loans and the risks of the securitization process.

CMBS are securities that evidence interests in, or are secured by, a single commercial mortgage loan or a pool of commercial mortgage
loans. Accordingly, these securities are subject to all of the risks of the underlying mortgage loans.

In
a rising interest rate environment, the value of CMBS may be adversely affected when payments on underlying mortgages do not occur as anticipated, resulting in the extension of the
security's effective maturity and the related increase in interest rate sensitivity of a longer-term instrument. The value of CMBS may also change due to shifts in the market's perception
of issuers and regulatory or tax changes adversely affecting the mortgage securities market as a whole. In addition, CMBS are subject to the credit risk associated with the performance of the
underlying mortgage properties. In certain instances, third-party guarantees or other forms of credit support can reduce the credit risk.

CMBS
are also subject to several risks created through the securitization process. Subordinate CMBS are paid interest only to the extent that there are funds available to make payments.
To the extent the collateral pool includes delinquent loans, there is a risk that interest payment on subordinate CMBS will not be fully paid. Subordinate CMBS are also subject to greater credit risk
than those CMBS that are more highly rated.

If we use leverage in connection with any potential investments in CMBS, the risk of loss associated with this type of investment will increase.

We may use leverage in connection with our investment in CMBS. Although the use of leverage may enhance returns and increase the number
of investments that can be made, it may also substantially increase the risk of loss. There can be no assurance that leveraged financing will be available to us on favorable terms or that, among other
factors, the terms of such financing will parallel the maturities of the underlying securities acquired. Therefore, such financing may mature prior to the maturity of the CMBS acquired by us. If
alternative financing is not available, we may have to liquidate assets at unfavorable prices to pay off such financing. We may utilize repurchase agreements as a component of our financing strategy.
Repurchase agreements economically resemble short-term, variable-rate financing and usually require the maintenance of specific loan-to-collateral value
ratios. If the market value of the CMBS subject to a repurchase agreement decline, we may be required to provide additional collateral or make cash payments to maintain the loan to collateral value
ratio. If we are unable to provide such collateral or cash repayments, we may lose our economic interest in the underlying CMBS.

We may have increased exposure to liabilities from litigation as a result of any participation by us in Section 1031 Tenant-in-Common
transactions.

Behringer Development, an affiliate of our advisor, or its affiliates ("Behringer Harvard Exchange Entities") regularly enter into
transactions that qualify for like-kind exchange treatment under

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Section 1031
of the Internal Revenue Code. Section 1031 tenant-in-common transactions ("Section 1031 TIC Transactions") are structured as the acquisition
of real estate owned in co-tenancy arrangements with parties seeking to defer taxes under Section 1031 of the Internal Revenue Code ("1031 Participants"). We may provide
accommodation in support of or otherwise be involved in such Section 1031 TIC Transactions. Specifically, at the closing of certain properties acquired by a Behringer Harvard Exchange Entity,
we may enter into a contractual arrangement with such entity providing: (1) in the event that the Behringer Harvard Exchange Entity is unable to sell all of the co-tenancy interests
in that property to 1031 Participants, we will purchase, at the Behringer Harvard Exchange Entity's cost, any co-tenancy interests remaining unsold; (2) we will guarantee certain
bridge loans associated with the purchase of the property in which tenant-in-common interests are to be sold; and/or (3) we will provide security for the guarantee of
such bridge loans. Although our participation in Section 1031 TIC Transactions may have certain benefits to our business, including enabling us to invest capital more readily and over a more
diversified portfolio and allowing us to acquire interests in properties that we would be unable to acquire using our own capital resources, there are significant tax and securities disclosure risks
associated with the related offerings of co-tenancy interests to 1031 Participants. Changes in tax laws may negatively impact the tax benefits of like-kind exchanges or cause
such transactions not to achieve their intended value. In certain Section 1031 TIC Transactions it is anticipated that we would receive fees in connection with our provision of accommodation in
support of the transaction and, as such, even though we do not sponsor these Section 1031 TIC Transactions, we may be named in or otherwise required to defend against any lawsuits brought by
1031 Participants because of our affiliation with sponsors of such transactions. Furthermore, in the event that the Internal Revenue Service conducts an audit of the purchasers of
co-tenancy interests and successfully challenges the qualification of the transaction as a like-kind exchange, purchasers of co-tenancy interests may file a
lawsuit against the entity offering the co-tenancy interests, its sponsors, and/or us. We may be involved in one or more such offerings and could therefore be named in or otherwise
required to defend against lawsuits brought by 1031 Participants. Any amounts we are required to expend defending any such claims will reduce the amount of funds available to us for investment by us
in properties or other investments and may reduce the amount of funds available for distribution to our stockholders. In addition, disclosure of any such litigation may adversely affect our ability to
raise additional capital in the future through the sale of stock.

We may have increased business and litigation risks as a result of any direct sales by us of tenant-in-common interests in Section 1031
Tenant-in-Common transactions.

We may directly sell tenant-in-common interests in our properties to 1031 Participants, which may expose us to
significant tax and securities disclosure risks. Changes in tax laws may negatively impact the tax benefits of like-kind exchanges or cause such transactions not to achieve their intended
value. Furthermore, the Internal Revenue Service may determine that the sale of tenant-in-common interests is a "prohibited transaction" under the Internal Revenue Code, which
would cause all of the gain we realize from any such sale to be payable as a tax to the Internal Revenue Service, with none of such gain available for distribution to our stockholders. The Internal
Revenue Service may conduct an audit of the purchasers of tenant-in-common interests and successfully challenge the qualification of the transaction as a like-kind
exchange. We may be named in or otherwise required to defend against any lawsuits brought by stockholders or 1031 Participants in connection with Section 1031 TIC Transactions in which we
directly sell tenant-in-common interests. In addition, as a seller of tenant-in-common interests, we will be required to comply with applicable federal
and state securities laws and to provide fair and adequate disclosure to 1031 Participants relating to the respective Section 1031 TIC Transaction. Any alleged failure by us to comply with
these requirements could expose us to risks of litigation. Any amounts we are required to expend in defending claims brought against us will reduce the amount of funds available for us to invest in
properties or other investments and may reduce the amount of funds available for distribution to our stockholders. In addition, disclosure of any such litigation may adversely affect our ability to
raise additional capital in the future through the sale of stock.

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A portion of the properties we acquire may be in the form of tenant-in-common or other co-tenancy arrangements. We will be subject to
risks associated with such co-tenancy arrangements that otherwise may not be present in non-co-tenancy real estate investments.

We may enter in tenant-in-common or other co-tenancy arrangements with respect to a portion of the
properties we acquire. Whether acquired as a planned co-tenancy or as the result of an accommodation or other arrangement disclosed above, ownership of co-tenancy interests
involves risks generally not otherwise present with an investment in real estate, including the following:



Actions by a co-tenant might have the result of subjecting the property to liabilities in excess of those contemplated and may have the effect of reducing your
returns.

In the event that our interests become adverse to those of the other co-tenants in a Section 1031 TIC Transaction,
we may not have the contractual right to purchase the co-tenancy interests from the other co-tenants. Even if we are given the opportunity to purchase such
co-tenancy interests in the future, we cannot guarantee that we will have sufficient funds available at the time to purchase such co-tenancy interests. In addition, we may
desire to sell our co-tenancy interests in a given property at a time when the other co-tenants in such property do not desire to sell their interests. Therefore, we may not be
able to sell our interest in a property at the time we would like to sell. Finally, it is anticipated that it will be much more difficult to find a willing buyer for our co-tenancy
interests in a property than it would be to find a buyer for a property we owned outright.

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Our participation in Section 1031 TIC Transactions may limit our ability to borrow funds in the future, which could adversely affect the value of our investments.

Section 1031 TIC Transaction agreements we may enter that contain obligations to acquire unsold co-tenancy interests
in properties may be viewed by institutional lenders as a contingent liability against our cash or other assets, which may limit our ability to borrow funds in the future. Furthermore, such
obligations may be viewed by our lenders in such a manner as to limit our ability to borrow funds based on regulatory restrictions on lenders limiting the amount of loans they can make to any one
borrower.

Our operating results will be negatively affected if our investments, including investments in tenant-in-common interests promoted by affiliates of
our advisor, do not meet projected distribution levels.

Behringer Harvard Holdings and its affiliates have promoted a number of tenant-in-common real estate projects.
Some of these projects have not met the distribution levels anticipated in the projections produced by Behringer Harvard Holdings and its affiliates. In addition, certain other projects have not
achieved the leasing and operational thresholds projected by Behringer Harvard Holdings and its affiliates. If projections related to our investments,
including any tenant-in-common interests in which we invest, are inaccurate, we may pay too much for an investment and our return on our investment could suffer.

Specifically,
several tenant-in-common investment programs have not benefited from expected leasing improvements. Behringer Harvard Holdings has provided support
for some of these programs in the form of leases for vacant space and other payments. In addition, the Beau Terre Office Park tenant-in-common program underperformed relative
to projections that were based on seller representations that Behringer Harvard Holdings now believes to be false. With respect to this program, Behringer Harvard Holdings has completed a settlement
with the investors to support their returns and is pursuing a claim against the former on-site property manager and others on behalf of the stockholders and itself. In addition, in
November 2007, Behringer Harvard Holdings and the investors completed a settlement with the seller and its agent.

Federal Income Tax Risks

Failure to qualify as a REIT would adversely affect our operations and our ability to make distributions.

In order for us to qualify as a REIT, we must satisfy certain requirements set forth in the Code and Treasury Regulations and various
factual matters and circumstances that are not entirely within our control. We intend to structure our activities in a manner designed to satisfy all of these requirements. However, if certain of our
operations were to be recharacterized by the Internal Revenue Service, such recharacterization could jeopardize our ability to satisfy all of the requirements for qualification as a REIT and may
affect our ability to qualify, or continue to qualify, as a REIT. In addition, new legislation, new regulations, administrative interpretations or court decisions could significantly change the tax
laws with respect to qualifying as a REIT or the federal income tax consequences of qualifying.

Our
qualification as a REIT depends upon our ability to meet, through investments, actual operating results, distributions and satisfaction of specific stockholder rules, the various
tests imposed by the Code. We cannot assure you that we will satisfy the REIT requirements in the future.

If
we fail to qualify as a REIT for any taxable year, we will be subject to federal income tax on our taxable income for that year at corporate rates. In addition, we would generally be
disqualified from treatment as a REIT for the four taxable years following the year of losing our REIT status. Losing our REIT status would reduce our net earnings available for investment or
distribution to stockholders because of the additional tax liability. In addition, distributions to stockholders would no longer qualify for the distributions-paid deduction, and we would
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distributions.
If this occurs, we might be required to borrow funds or liquidate some investments in order to pay the applicable tax. Our failure to qualify as a REIT would adversely affect the return
on your investment.

Qualification
as a REIT is subject to the satisfaction of tax requirements and various factual matters and circumstances that are not entirely within our control. New legislation,
regulations, administrative interpretations or court decisions could change the tax laws with respect to qualification as a REIT or the federal income tax consequences of being a REIT. Our failure to
qualify as a REIT would adversely affect your return on your investment.

Our investment strategy may cause us to incur penalty taxes, lose our REIT status, or own and sell properties through taxable REIT subsidiaries, each of which would diminish
the return to our stockholders.

It is possible that one or more sales of our properties may be "prohibited transactions" under provisions of the Internal Revenue Code.
If we are deemed to have engaged in a "prohibited transaction" (i.e., we sell a property held by us primarily for sale in the ordinary course of our trade or business) all income that we derive
from such sale would be subject to a 100% penalty tax. The Internal Revenue Code sets forth a safe harbor for REITs that wish to sell property without risking the imposition of the 100% penalty tax. A
principal requirement of the safe harbor is that the REIT must hold the applicable property for not less than two years prior to its sale.

If
we desire to sell a property pursuant to a transaction that does not fall within the safe harbor, we may be able to avoid the 100% penalty tax if we acquired the property through a
taxable REIT subsidiary ("TRS"), or acquired the property and transferred it to a TRS for a non-tax business purpose prior to the sale (i.e., for a reason other than the avoidance
of taxes). However, there may be circumstances that prevent us from using a TRS in a transaction that does not qualify for the safe harbor. Additionally, even if it is possible to effect a property
disposition through a TRS, we may decide to forgo the use of a TRS in a transaction that does not meet the safe harbor requirements based on our own internal analysis, the opinion of counsel or the
opinion of other tax advisers that the disposition should not be subject to the 100% penalty tax. In cases where a property disposition is not effected through a TRS, the Internal Revenue Service
could successfully assert that the disposition constitutes a prohibited transaction, in which event all of the net income from the sale of such property
will be payable as a tax and none of the proceeds from such sale will be distributable by us to our stockholders or available for investment by us.

If
we acquire a property that we anticipate will not fall within the safe harbor from the 100% penalty tax upon disposition, then we may acquire such property through a TRS in order to
avoid the possibility that the sale of such property will be a prohibited transaction and subject to the 100% penalty tax. If we already own such a property directly or indirectly through an entity
other than a TRS, we may contribute the property to a TRS if there is another, non-tax related business purpose for the contribution of such property to the TRS. Following the transfer of
the property to a TRS, the TRS will operate the property and may sell such property and distribute the net proceeds from such sale to us, and we may distribute the net proceeds distributed to us by
the TRS to our stockholders. Though a sale of the property by a TRS likely would eliminate the danger of the application of the 100% penalty tax, the TRS itself would be subject to a tax at the
federal level, and potentially at the state and local levels, on the gain realized by it from the sale of the property as well as on the income earned while the property is operated by the TRS. This
tax obligation would diminish the amount of the proceeds from the sale of such property that would be distributable to our stockholders. As a result, the amount available for distribution to our
stockholders would be substantially less than if the REIT had not operated and sold such property through the TRS and such transaction was not successfully characterized as a prohibited transaction.
The maximum federal corporate income tax rate currently is 35%. Federal, state and local corporate income tax rates may be increased in the future, and any such increase would reduce the amount of the
net proceeds available for distribution by us to

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our
stockholders from the sale of property through a TRS after the effective date of any increase in such tax rates.

As
a REIT, the value of the non-mortgage securities we hold in TRSs may not exceed 25% of the total value of our assets at the end of any calendar quarter. If the Internal
Revenue Service were to determine that the value of our interests in all of our TRSs exceeded this limit at the end of any calendar quarter, then we would fail to qualify as a REIT. If we determine it
to be in our best interests to own a substantial number of our properties through one or more TRSs, then it is possible that the Internal Revenue Service may conclude that the value of our interests
in our TRSs exceeds 25% of the value of our total assets at the end of any calendar quarter and therefore cause us to fail to qualify as a REIT. Additionally, as a REIT, no more than 25% of our gross
income with respect to any year may, in general, be from sources other than real estate-related assets. Distributions paid to us from a TRS are typically considered to be non-real estate
income. Therefore, we may fail to qualify as a REIT if distributions from all of our TRSs, when aggregated with all other non-real estate income with respect to any one year, are more than
25% of our gross income with respect to such year. We will use all reasonable efforts to structure our activities in a manner intended to satisfy the requirements for our continued qualification as a
REIT. Our failure to qualify as a REIT would adversely affect the return on your investment.

REIT distribution requirements could adversely affect our ability to execute our business plan.

We generally must distribute annually at least 90% of our REIT taxable income, subject to certain adjustments and excluding any net
capital gain, in order for federal corporate income tax not to apply to earnings that we distribute. To the extent that we satisfy this distribution requirement, but distribute less than 100% of our
REIT taxable income, we will be subject to federal corporate income tax on our undistributed REIT taxable income. In addition, we will be subject to a 4% non-deductible excise tax if the
actual amount that we pay out to our stockholders in a calendar year is less than a minimum amount specified under federal tax laws. We intend to make distributions to our stockholders to comply with
the REIT requirements of the Internal Revenue Code.

Certain fees paid to us may affect our REIT status.

Income received in the nature of rental subsidies or rent guarantees, in some cases, may not qualify as rental income and could be
characterized by the Internal Revenue Service as non-qualifying income for purposes of satisfying the "income tests" required for REIT qualification. In addition, in connection with our
Section 1031 TIC Transactions, we or one of our affiliates may enter into a number of contractual arrangements with Behringer Harvard Exchange Entities whereby we will guarantee or effectively
guarantee the sale of the co-tenancy interests being offered by any Behringer Harvard Exchange Entity. In consideration for entering into these agreements, we will be paid fees that could
be characterized by the Internal Revenue Service as non-qualifying income for purposes of satisfying the "income tests" required for REIT qualification. If this fee income were, in fact,
treated as non-qualifying, and if the aggregate of such fee income and any other non-qualifying income in any taxable year ever exceeded 5% of our gross revenues for such year,
we could lose our REIT status for that taxable year and the four taxable years following the year of losing our REIT status. We will use commercially reasonable efforts to structure our activities in
a manner intended to satisfy the requirements for our continued qualification as a REIT. Our failure to qualify as a REIT would adversely affect the return on your investment.

Equity participation in mortgage, bridge and mezzanine loans may result in taxable income and gains from these properties, which could adversely impact our REIT status.

If we participate under a loan in any appreciation of the properties securing the loan or its cash flow and the Internal Revenue
Service characterizes this participation as "equity," we might have to

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recognize
income, gains and other items from the property for federal income tax purposes. This could affect our ability to qualify as a REIT.

Recharacterization of the Section 1031 TIC Transactions may result in taxation of income from a prohibited transaction, which would diminish distributions to our
stockholders.

In the event that the Internal Revenue Service were to recharacterize the Section 1031 TIC Transactions such that we, rather
than the Behringer Harvard Exchange Entity, are treated as the bona fide owner, for tax purposes, of properties acquired and resold by the Behringer Harvard Exchange Entity in connection with the
Section 1031 TIC Transactions, such characterization could result in the fees paid to us by the Behringer Harvard Exchange Entity as being deemed income from a prohibited transaction, in which
event the fee income paid to us in connection with the Section 1031 TIC Transactions would be subject to the 100% penalty tax. If this occurs, our ability to make cash distributions to our
stockholders will be adversely affected.

You may have current tax liability on distributions you elect to reinvest in our common stock.

If you participate in our distribution reinvestment plan, you will be deemed to have received, and for income tax purposes will be
taxed on, the amount reinvested in shares of our common stock to the extent the amount reinvested was not a tax-free return of capital. In addition, you will be treated for tax purposes as
having received an additional distribution to the extent the shares are purchased at a discount to fair market value. As a result, unless you are a tax-exempt entity, you may have to use
funds from other sources to pay your tax liability on the value of the shares of common stock received.

If our operating partnership fails to maintain its status as a partnership or other flow-through entity for tax purposes, its income may be subject to taxation,
which would reduce the cash available to us for distribution to our stockholders.

We intend to maintain the status of Behringer Harvard Multifamily OP I, our operating partnership, as a partnership (or other
flow-through entity) for federal income tax purposes. However, if the Internal Revenue Service were to successfully challenge the status of the operating partnership as an entity taxable
as a partnership, Behringer Harvard Multifamily OP I would be taxable as a corporation. In such event, this would reduce the amount of distributions that the operating partnership could make to us.
This could also result in our losing REIT status, and becoming subject to a corporate level tax on our income. This would substantially reduce the cash available to us to make distributions and the
return on your investment. In addition, if any of the partnerships or limited liability companies through which the operating partnership owns its properties, in whole or in part, loses its
characterization as a partnership for federal income tax purposes, it would be subject to taxation as a corporation, thereby reducing distributions to the operating partnership. Such a
recharacterization of an underlying property owner could also threaten our ability to maintain REIT status.

In certain circumstances, we may be subject to federal and state taxes, which would reduce our cash available for distribution to our stockholders.

Even if we qualify and maintain our status as a REIT, we may become subject to federal and state taxes. For example, if we have net
income from a "prohibited transaction," such income will be subject to the 100% penalty tax. We may not be able to make sufficient distributions to avoid excise taxes applicable to REITs. We may also
decide to retain income we earn from the sale or other disposition of our assets and pay income tax directly on such income. In that event, our stockholders would be treated as if they earned that
income and paid the tax on it directly. We may also be subject to state and local taxes, including potentially the "margin tax" in the State of Texas, on our income or property, either directly or at
the level of the operating partnership or at the level of the other companies

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through
which we indirectly own our assets. Any federal or state taxes paid by us will reduce the cash available to us for distribution to our stockholders.

We may be disqualified from treatment as a REIT if a joint venture entity elects to qualify as a REIT and is later disqualified from treatment as a REIT.

As part of our joint ventures, such as our joint ventures with our BHMP Co-Investment Partner or future joint ventures with
any other Behringer Harvard-sponsored investment program, we have and we may in the future form subsidiary REITs that will acquire and hold assets, such as a co-investment project owned
through a joint venture with our BHMP Co-Investment Partner. In order to qualify as a REIT, among numerous other requirements, each subsidiary REIT must have at least 100 persons as
beneficial owners after the first taxable year for which it makes an election to be taxed as a REIT and satisfy all of the other requirements for REITs under the Internal Revenue Code. We may be
unable to satisfy these requirements for the subsidiary REITs created in our joint ventures with the BHMP Co-Investment Partner or other joint ventures. In the event that a subsidiary REIT
is disqualified from treatment as a REIT for whatever reason, we will be disqualified from treatment as a REIT as well absent our ability to comply with certain relief provisions, which are unlikely
to be available. If we were disqualified from treatment as a REIT we would lose the ability to deduct from our income distributions that we make to our stockholders, and there would be a negative
impact on our operations and our stockholders' investment in us.

A subsidiary REIT may become subject to state taxation.

Certain states are currently considering whether to tax captive REITs, such as the subsidiary REITs. If any subsidiary REIT becomes
subject to state taxation, that subsidiary REIT's results of operations could be negatively affected.

Non-U.S. income or other taxes, and a requirement to withhold any non-U.S. taxes, may apply, and, if so, the amount of net cash from operations
payable to you will be reduced.

We may acquire real property located outside the United States and may invest in stock or other securities of entities owning real
property located outside the United States. As a result, we may be subject to foreign (i.e., non-U.S.) income taxes, stamp taxes, real property conveyance taxes, withholding taxes,
and other foreign taxes or similar impositions in connection with our ownership of foreign real property or foreign securities. The country in which the real property is located may impose such taxes
regardless of whether we are profitable and in addition to any U.S. income tax or other U.S. taxes imposed on profits from our investments in such real property or securities. If a foreign country
imposes income taxes on profits from our investment in foreign real property or foreign securities, you will not be eligible to claim a tax credit on your U.S. federal income tax returns to offset the
income taxes paid to the foreign country, and the imposition of any foreign taxes in connection with our ownership and operation of foreign real property or our investment in securities of foreign
entities will reduce the amounts distributable to you. Similarly, the imposition of withholding taxes by a foreign country will reduce the amounts distributable to you. We expect the organizational
costs associated with non-U.S. investments, including costs to structure the investments so as to minimize the impact of foreign taxes, will be higher than those associated with U.S.
investments. Moreover, we may be required to file income tax or other information returns in foreign jurisdictions as a result of our investments made outside of the United States. Any organizational
costs and reporting requirements will increase our administrative expenses and reduce the amount of cash available for distribution to you. You are urged to consult with your own tax advisers with
respect to the impact of applicable non-U.S. taxes and tax withholding requirements on an investment in our common stock.

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Our foreign investments will be subject to changes in foreign tax or other laws, as well as to changes in U.S. tax laws, and such changes could negatively impact our returns
from any particular investment.

We may make investments in real estate located outside of the United States. Such investments will typically be structured to minimize
non-U.S. taxes, and generally include the use of holding companies. Our ownership, operation and disposition strategy with respect to non-U.S. investments will take into
account foreign tax considerations. For example, it is typically advantageous from a tax perspective in non-U.S. jurisdictions to sell interests in a holding company that owns real estate
rather than the real estate itself. Buyers of such entities, however, will often discount their purchase price by any inherent or expected tax in such entity. Additionally, the pool of buyers for
interests in such holding companies is typically more limited than buyers of direct interests in real estate, and we may be forced to dispose of real estate directly, thus potentially incurring higher
foreign taxes and negatively effecting the return on the investment.

We
will also capitalize our holding companies with debt and equity to reduce foreign income and withholding taxes as appropriate and with consultation with local counsel in each
jurisdiction. Such capitalization structures are complex and potentially subject to challenge by foreign and domestic taxing authorities.

We
may use certain holding structures for our non-U.S. investments to accommodate the needs of one class of investors which reduce the after-tax returns to other
classes of investors. For example, if we interpose an entity treated as a corporation for United States tax purposes in our chain of ownership with respect to any particular investment, U.S.
tax-exempt investors will generally benefit as such investment will no longer generate unrelated business taxable income. However, if a corporate entity is interposed in a
non-U.S. investment holding structure, this would prevent individual investors from claiming a foreign tax credit for any non-U.S. income taxes incurred by the corporate entity
or its subsidiaries.

Foreign
investments are subject to changes in foreign tax or other laws. Any such law changes may require us to modify or abandon a particular holding structure. Such changes may also
lead to higher tax rates on our foreign investments than we anticipated, regardless of structuring modifications. Additionally, U.S. tax laws with respect to foreign investments are subject to change,
and such changes could negatively impact our returns from any particular investment.

Legislative or regulatory action could adversely affect the returns to our investors.

In recent years, numerous legislative, judicial and administrative changes have been made in the provisions of the federal income tax
laws applicable to investments similar to an investment in shares of our common stock. Additional changes to the tax laws are likely to continue to occur, and we cannot assure you that any such
changes will not adversely affect the taxation of a stockholder. Any such changes could have an adverse effect on an investment in our shares or on the market value or the resale potential of our
assets. You are urged to consult with your own tax adviser with respect to the impact of recent legislation on your investment in our shares and the status of legislative, regulatory or administrative
developments and proposals and their potential effect on an investment in our shares. You also should note that our counsel's tax opinion was based upon existing law and Treasury Regulations,
applicable as of the date of its opinion, all of which are subject to change, either prospectively or retroactively.

Congress
passed major federal tax legislation in 2003, with modifications to that legislation in 2005. One of the changes effected by that legislation generally reduced the tax rate on
dividends paid by corporations to individuals to a maximum of 15% prior to 2011. REIT distributions generally do not qualify for this reduced rate. The tax changes did not, however, reduce the
corporate tax rates. Therefore, the maximum corporate tax rate of 35% has not been affected. However, as a REIT, we generally would not be subject to federal or state corporate income taxes on that
portion of our

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ordinary
income or capital gain that we distribute currently to our stockholders, and we thus expect to avoid the "double taxation" to which other corporations are typically subject.

Although
REITs continue to receive substantially better tax treatment than entities taxed as corporations, it is possible that future legislation would result in a REIT having fewer tax
advantages, and it could become more advantageous for a company that invests in real estate to elect to be taxed for federal income tax purposes as a corporation. As a result, our charter provides our
board of directors with the power, under certain circumstances, to revoke or otherwise terminate our REIT election and cause us to be taxed as a corporation, without the vote of our stockholders. Our
board of directors has fiduciary duties to us and our stockholders and could only cause such changes in our tax treatment if it determines in good faith that such changes are in the best interest of
our stockholders.

Risks Related to Investments by Tax-Exempt Entities and Benefit Plans Subject to ERISA

If you fail to meet the fiduciary and other standards under ERISA or the Internal Revenue Code as a result of an investment in our stock, you could be subject to criminal
and civil penalties.

There are special considerations that apply to employee benefit plans subject to ERISA (such as profit sharing, section 401(k)
or pension plans) and other retirement plans or accounts subject to Section 4975 of the Internal Revenue Code (such as an IRA) that are investing in our shares. If you are investing the assets
of such a plan or account in our common stock, you should satisfy yourself that:



We
have adopted a valuation policy in respect of estimating the per share value of our common stock and expect to disclose such estimated value annually, but this estimated value is
subject to significant limitations. Until 18 months have passed without a sale in an offering of our common stock (or other securities from which the board of directors believes the value of a
share of common stock can be estimated), not including any offering related to a distribution reinvestment plan, employee benefit plan or the redemption of interests in our operating partnership, we
generally will use the gross offering price of a share of the common stock in our most recent offering as the per share estimated value thereof or, with respect to an offering of other securities from
which the value of a share of common stock can be estimated, the value derived from the gross offering price of the other security as the per share estimated value of the common stock. This estimated
value is not likely to reflect the proceeds you would receive upon our liquidation or upon the sale of your shares. Accordingly, we can make no assurances that such estimated value will satisfy the
applicable annual valuation requirements

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under
ERISA and the Code. The Department of Labor or the Internal Revenue Service may determine that a plan fiduciary or an IRA custodian is required to take further steps to determine the value of
our common shares. In the absence of an appropriate determination of value, a plan fiduciary or an IRA custodian may be subject to damages, penalties or other sanctions. See Item 5, "Market for
Registrant's Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity SecuritiesMarket Information" of this Annual Report on Form 10-K.

Failure
to satisfy the fiduciary standards of conduct and other applicable requirements of ERISA and the Code may result in the imposition of civil and criminal penalties and could
subject the fiduciary to claims for damages or for equitable remedies. In addition, if an investment in our shares constitutes a prohibited transaction under ERISA or the Code, the fiduciary or IRA
owner who authorized or directed the investment may be subject to the imposition of excise taxes with respect to the amount invested. In the case of a prohibited transaction involving an IRA owner,
the IRA may be disqualified and all of the assets of the IRA may be deemed distributed and subjected to tax. ERISA plan fiduciaries and IRA custodians should consult with counsel before making an
investment in our common shares.

Item 1B.    Unresolved Staff Comments.

None.

Item 2.    Properties.



We make real estate investments through entities wholly owned by us or through unconsolidated real estate joint ventures. Our
investment criteria, analysis and strategies are substantially the same under either ownership structure. We do expect the proportion of wholly owned multifamily communities to increase over time. As
of December 31, 2009, we had three wholly owned multifamily communities, one note receivable and 17 investments in unconsolidated real estate joint ventures. As of December 31, 2008, we
had ten investments in unconsolidated real estate joint ventures and no wholly owned multifamily communities.

All
of our investments in unconsolidated real estate joint ventures are BHMP CO-JVs. Our ownership interest in each BHMP CO-JV is generally 55%; however, the BHMP
Co-Investment Partner may elect a smaller interest than 45%. Regardless of our ownership interest, we, through an indirect wholly owed subsidiary, are the manager of each of the BHMP
CO-JVs. As of December 31, 2009, each BHMP CO-JV has two members, and each BHMP CO-JV member possesses equal substantive participating rights to make
decisions which constitute routine occurrences in each BHMP CO-JV's ordinary course of business. These decisions include the requirement to approve initial and annual operating plans,
initial and annual capital expenditures, any sales or dispositions of investments, and, any method of refinancing or raising additional debt or equity capital. Investments in other
Co-Investment Ventures may be on other terms. We are not limited to BHMP CO-JVs, and we may choose other joint venture partners or investment structures.

Our
wholly owned multifamily communities have been and are generally expected to be accounted for on the full consolidation basis of accounting. When consolidated, we will report 100% of
their revenues and expenses and their assets and liabilities, recording a net amount for the noncontrolling interest. In addition, each BHMP CO-JV has been and any new
Co-Investment Ventures will be evaluated for consolidation or equity method accounting. With respect to our existing BHMP CO-JVs, as a result of the equal substantive
participating rights possessed by each partner, no single party controls each BHMP CO-JV. Accordingly, we account for each BHMP CO-JV using the equity method of accounting. The
equity method of accounting requires these investments to be initially recorded at cost, including acquisition costs, and subsequently increased (decreased) for our share of net income

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(loss),
including eliminations for our share of inter-company transactions and reduced when distributions are received. Accordingly, there are significant differences in the financial presentation
between wholly owned and equity method investments.

The
following presents our wholly owned real estate investments and our investments in unconsolidated real estate joint ventures as of December 31, 2009. The investments are
categorized based on the type of investment, on the stages in the development and operation of the investment and for investments in unconsolidated real estate joint ventures based on its type of
underlying investment. The definitions of each stage are as follows:



Occupancy
data is presented upon stabilization of the property.

Investments in Real Estate

Location

Purchase date

Units

Occupancy
rate

Total real estate,
net
(in millions)Stabilized / Non-comparable:The Gallery at NoHo Commons(1)

Los Angeles, CA

3rd Quarter 2009


438


90
%
$
106.0Mariposa Loft Apartments

Atlanta, GA

3rd Quarter 2009


253


91
%

27.9Grand Reserve Orange

Orange, CT

4th Quarter 2009


168


92
%

25.1859




$
159.0


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Investments in Unconsolidated Real Estate Joint Ventures(2)

Location

Acquisition,
completion, or
estimated future
completion date

Units

Occupancy
rate

Our investment in
unconsolidated
real estate joint
venture
(in millions)Equity InvestmentsStabilized / Comparable:The Reserve at Johns Creek Walk(2)(3)

Johns Creek, GA

3rd Quarter 2007


210

93%

$
4.0Stabilized / Non-comparable:Halstead(4)

Houston, TX

2nd Quarter 2009


301

90%


3.4Waterford Place(4)

Dublin, CA

3rd Quarter 2009


390

92%


11.0Burrough's Mill Apartment Homes(4)

Cherry Hill, NJ

3rd Quarter 2009


308

92%


8.1Calypso Apartments and Lofts(4)

Irvine, CA

4th Quarter 2009


177

89%


27.4Lease ups:The Eclipse(4)(5)

Houston, TX

2nd Quarter 2009


330

N/A


19.7Forty55 Lofts(4)

Marina del Rey, CA

3rd Quarter 2009


140

N/A


26.2Cyan/PDX(2(4)(6)

Portland, OR

4th Quarter 2009


352

N/A


46.2San Sebastian(4)

Laguna Beach, CA

4th Quarter 2009


134

N/A


19.955 Hundred(3)(6)(7)(8)

Arlington, VA

1st Quarter 2010


234

N/A


23.6Bailey's Crossing(3)(8)(9)

Alexandria, VA

2nd Quarter 2010


414

N/A


29.8Equity and Loan InvestmentsLease ups:The Venue(8)(10)

Clark County, NV

4th Quarter 2009


168

N/A


4.5Satori(6)(8)(10)

Fort Lauderdale, FL

1st Quarter 2010


279

N/A


12.3Developments:Skye 2905(6)(8)(10)

Denver, CO

4th Quarter 2010


400

N/A


12.9Veritas(8)(10)

Henderson, NV

1st Quarter 2011


430

N/A


14.9Loan InvestmentsLease ups:Grand Reserve(8)(11)

Dallas, TX

1st Quarter 2010


149

N/A


5.1The Cameron(6)(8)(11)

Silver Spring, MD

2nd Quarter 2010


325

N/A


10.94,741



$
279.9Total Units


5,600


(1)Purchase
price of The Gallery at NoHo Commons was $96.0 million, before normal closing costs and prorations.(2)Our
ownership interest in all our investments in unconsolidated real estate joint ventures is 55% except for The Reserve at Johns Creek Walk (64%) and
Cyan/PDX (70%).(3)Equity
investment in a BHMP CO-JV in a Property Entity with unaffiliated third parties.(4)Equity
investment wholly owned by a BHMP CO-JV.


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(5)Through
November 12, 2009, the BHMP CO-JV had an equity investment in a Property Entity that included a third party developer. Subsequent
to November 12, 2009, the BHMP CO-JV wholly owned the multifamily community.(6)Includes
retail space, where the total approximate square footage of retail space of gross leasable area ("GLA") for all these investments totals 34,540
square feet, approximately 2% of total rentable area.(7)Through
November 23, 2009, the BHMP CO-JV had a mezzanine loan investment and an equity interest in a Property Entity that included a
third party developer. Subsequent to November 23, 2009, the BHMP CO-JV contributed additional equity and the mezzanine loan investment was converted to an equity investment.(8)Equity
interest in the property owned by BHMP CO-JV and/or other owners may be subject to call rights, put rights and/or buy sell rights and/or
right of BHMP CO-JV to convert mezzanine loan to equity in the property.(9)Through
November 30, 2009, the BHMP CO-JV had a mezzanine loan investment in a Property Entity owned by a third-party developer.
Subsequent to November 30, 2009, the BHMP CO-JV contributed additional equity and the mezzanine loan investment was converted into an equity investment.(10)Mezzanine
loan investment and equity investment by a BHMP CO-JV in a joint venture with unaffiliated third parties.(11)Mezzanine
loan investment by a BHMP CO-JV.


Item 3.    Legal Proceedings.

We are not party to, and none of our properties are subject to, any material pending legal proceeding.

Item 4.    (Removed and Reserved).

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PART II

Item 5.    Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

Market Information

There is no established public trading market for our common stock. Therefore, there is a risk that a stockholder may not be able to
sell our stock at a time or price acceptable to the stockholder. Unless and until our shares are listed on a national securities exchange, it is not expected that a public market for the shares will
develop.

We
have adopted a valuation policy in respect of estimating the per share value of our common stock. For this purpose, the estimated value of our common stock is $10.00 per share as of
December 31, 2009. This basis for this valuation is the gross offering price of a share of our common stock in the Initial Public Offering. Until 18 months have passed without a sale in
an offering of our common stock (or other securities from which the board of directors believes the value of a share of common stock can be estimated), not including any offering related to a
distribution reinvestment plan, employee benefit plan or the redemption of interests in our operating partnership, we generally will use the gross offering price of a share of the common stock in our
most recent offering as the per share estimated value thereof or, with respect to an offering of other securities from which the value of a share of common stock can be estimated, the value derived
from the gross offering price of the other security as the per share estimated value of the common stock. This estimated value is not likely to reflect the proceeds you would receive upon our
liquidation or upon the sale of your shares. In addition, this per share valuation method is not designed to arrive at a valuation that is related to any individual or aggregated value estimates or
appraisals of the value of our assets. We expect that after 18 months have passed without a sale in an offering of our common stock (or other securities from which our board of directors
believes the value of a share of common stock can be estimated), not including any offering related to a distribution reinvestment plan, employee benefit plan or the redemption of interests in our
operating partnership, the estimated value we provide for our common stock will be based on valuations of our properties and other assets.

Holders

As of February 28, 2010, we had approximately 66.1 million shares of common stock outstanding held by a total of
approximately 18,000 stockholders.

Distributions

Distributions are authorized at the discretion of our board of directors based on its analysis of our performance over the previous
period, expectations of performance for
future periods, including actual and anticipated operating cash flow, changes in market capitalization rates for investments suitable for our portfolio, capital expenditure needs, general financial
condition and other factors that our board deems relevant. The board's decision will be influenced, in substantial part, by its obligation to ensure that we maintain our status as a REIT. Because we
may receive income from interest or rents at various times during our fiscal year, distributions may not reflect our income earned in that particular distribution period. Accordingly, distributions
may be paid in anticipation of cash flow that we expect to receive during a later period in order to make distributions relatively uniform. In light of the recent pervasive and fundamental disruptions
in the global financial and real estate markets, we cannot provide assurance that we will be able to achieve expected cash flows necessary to continue to pay distributions at any particular level, or
at all. If financial and real estate market conditions continue to worsen, our board could determine to reduce our current distribution rate or cease paying distributions in order to conserve cash.

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Until
proceeds from our Initial Public Offering are fully invested and generating sufficient operating cash flow to fully fund the payment of distributions to stockholders, we have and
will continue to pay some or all of our distributions from sources other than operating cash flow. We may, for example, generate cash to pay distributions from financing activities, components of
which may include proceeds from our Initial Public Offering and borrowings (including borrowings secured by our assets) in anticipation of future operating cash flow. In addition, from time to time,
our Advisor may agree to waive or defer all or a portion of the acquisition, asset management or other fees or incentives due to them, pay general administrative expenses or otherwise supplement
investor returns in order to increase the amount of cash that we have available to pay distributions to our stockholders.

The
cash distributions paid for the years ended December 31, 2009 and 2008 were approximately $11.5 million and $5.7 million, respectively. Distributions funded
through the issuance of shares under our DRIP for the years ended December 31, 2009 and 2008 were approximately $8.8 million and $0.2 million, respectively. For the years ended
December 31, 2009 and 2008, cash flow from operating activities was approximately $0.2 million and $2.4 million, respectively. For the years ended December 31, 2009 and
2008, cash amounts distributed to stockholders exceeded cash flow from operating activities by $11.3 million and $3.3 million, respectively. Such differences were funded from proceeds
from our Initial Public Offering.

Distributions
for the years ended December 31, 2009 and 2008 were as follows (in millions, except per share amounts):

Distributions Paid2009

Cash

Distributions
Reinvested
(DRIP)

Total

Cash Flow
from Operating
Activities

Total
Distributions
Declared

Declared
Distributions
Per ShareFourth Quarter

$
3.9

$
3.9

$
7.8

$
0.0

$
8.7

$
0.176Third Quarter


3.2


2.7


5.9


(1.5
)

6.5


0.176Second Quarter


2.5


1.6


4.1


1.1


4.6


0.175First Quarter


1.9


0.6


2.5


0.6


2.9


0.165Total

$
11.5

$
8.8

$
20.3

$
0.2

$
22.7

$
0.692




Distributions Paid2008

Cash

Distributions
Reinvested
(DRIP)

Total

Cash Flow
from Operating
Activities

Total
Distributions
Declared

Declared
Distributions
Per ShareFourth Quarter

$
1.8

$
0.2

$
2.0

$
0.3

$
2.4

$
0.164Third Quarter


1.3





1.3


0.6


1.3


0.093Second Quarter


1.3





1.3


0.7


1.3


0.092First Quarter


1.3





1.3


0.8


1.3


0.092Total

$
5.7

$
0.2

$
5.9

$
2.4

$
6.3

$
0.441


The
amount by which our distributions paid exceeded cash flow from operating activities has recently increased due to (a) acquisition expenses included in cash flow from operating
activities in 2009, (b) a higher distribution rate and (c) increased proceeds raised from our initial public offering (which resulted in additional shares on which distributions are
paid). Acquisition expenses included in cash flow from operating activities for the year ended December 31, 2009 were $3.4 million and were funded from the proceeds from our offerings.
We did not incur any expensed acquisition costs in 2008. Prior to 2009, generally accepted accounting principles ("GAAP") provided for the capitalization of acquisition costs and the costs were not
included in the cash flow from operating activities section of the statement of cash flows.

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In
addition, in March 2009, our board of directors increased our distribution rate from an annual effective rate of 6.5% to 7.0%. The yield is calculated assuming a stockholder paid
$10.00 for each share of stock that he or she owns. For the year ended December 31, 2008, we had an annual effective distribution rate of 4%, based on the most recent price of shares in our
Private Offering, which closed in December 2007, at $9.25 per share.

We
believe that the increased distribution rate is reflective of the current changes in the market for investments suitable for our portfolio, available financing, and the opportunities
to create a sustainable return after we complete our offerings and deploy the capital raised from our offerings in such
investments. Under the current economic conditions, we expect to be able to capitalize on attractive acquisition opportunities from distressed owners suffering from lack of liquidity and more
conservative capital markets. We believe these situations have and will continue to create opportunities to invest in equity and debt investments at more attractive prices and therefore higher current
yields. In addition, the continuing availability of financing in the multifamily sector through Fannie Mae, formerly known as the Federal National Mortgage Association, and Freddie Mac, formerly known
as the Federal Home Loan Mortgage Corporation, is expected to provide us the ability to leverage many of our multifamily community investments at favorable financing rates and attractive spreads to
the underlying capitalization rates, allowing us the opportunity to diversify our investments and enhance stabilized income and capital appreciation.

Over
the long term, we expect that more of our distributions (except with respect to distributions related to sales of our assets) will be paid from cash flow from operating activities,
including distributions from Co-Investment Ventures in excess of their reported earnings and our operations from wholly owned properties prior to deductions for acquisition expenses.
However, operating performance cannot be accurately predicted due to numerous factors, including our ability to raise and invest capital at favorable yields, the financial performance of our
investments in the current real estate environment, the types and mix of investments in our portfolio, financing terms and the accounting treatment of our investments in accordance with our accounting
policies. As a result, future distributions declared and paid may continue to exceed cash flow from operating activities. During 2009, 2008 and 2007, the approximate portion of our distributions that
were classified as return of capital for federal income tax purposes was approximately 78%, 34% and 76%, respectively.

Recent Sales of Unregistered Securities

During the period covered by this Annual Report on Form 10-K, we did not sell any equity securities that were not
registered under the Securities Act.

In
connection with our initial capitalization, on August 4, 2006, we issued 1,249 shares of our common stock to Behringer Harvard Holdings for $8.01 per share. In addition, on
November 28, 2007, we issued 23,720 additional shares of our common stock to Behringer Harvard Holdings for $8.01 per share and 1,000 shares of our convertible stock to the Advisor for $1 per
share. The convertible stock generally is convertible into shares of common stock with a value equal to 15% of the amount by which (1) our enterprise value at the time of conversion, including
the total amount of distributions paid to our stockholders, exceeds (2) the sum of the aggregate capital invested by our stockholders plus a 7% cumulative, non-compounded, annual
return on such capital at the time of conversion, on a cash-on-cash basis. We issued these shares of common stock and convertible stock in private transactions exempt from the
registration requirements under the Securities Act of 1933, as amended (the "Securities Act"), pursuant to Section 4(2) of the Securities Act.

We
also commenced a private offering to accredited investors on November 22, 2006 and terminated that offering on December 28, 2007. In connection with the private
offering, we issued an aggregate of approximately 14.2 million shares of its common stock for an aggregate purchase price of approximately $127.3 million in the private offering. The
Registrant issued these shares of common

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stock
in private transactions exempt from the registration requirements under the Securities Act, pursuant to Section 4(2) of the Securities Act and Rule 506 promulgated thereunder.

Use of Proceeds from Registered Securities

On September 2, 2008, our Registration Statement on Form S-11 (File No. 333-148414),
covering our Initial Public Offering of up to 250,000,000 shares of common stock, was declared effective under the Securities Act. Our Initial Public Offering commenced on September 5, 2008 and
is ongoing. The Initial Public Offering will terminate on September 2, 2010. However, our board of directors may extend the Initial Public Offering for an additional year. We may reallocate the
shares of common stock being offered between the primary offering and the distribution reinvestment plan. Our board of directors has the discretion to extend the offering period for the shares offered
under the DRIP up to the sixth anniversary of the termination of the primary offering.

We
are offering a maximum of 200,000,000 shares in our primary offering at an aggregate offering price of up to $2 billion, or $10.00 per share, with discounts available to
certain categories of purchasers. The 50,000,000 shares offered under the DRIP are initially being offered at an aggregate offering price of $475 million, or $9.50 per share. Behringer
Securities LP, an affiliate of our Advisor, is the dealer manager of the Initial Public Offering. As of December 31, 2009, we had sold approximately 43.1 million shares of our
common stock in our Initial Public Offering on a best efforts basis pursuant to the offering for gross offering proceeds of approximately $430.4 million.

From
the commencement of the Initial Public Offering through December 31, 2009, we incurred expenses of approximately $55.5 million in connection with the issuance and
distribution of the registered securities pursuant to the offering, all of which was paid to our Advisor.

From
the commencement of the Initial Public Offering through December 31, 2009, the net offering proceeds to us from the Initial Public Offering, including the distribution
reinvestment plan, after deducting the total expenses incurred described above, were $374.9 million. From the commencement of the Initial Public Offering through December 31, 2009, we had used
approximately $287.4 million of such net proceeds to purchase interests in real estate, net of related debt financing. Of the amount
used for the purchase of these investments, $8.0 million was paid to our Advisor, as acquisition and advisory fees and acquisition expense reimbursements.

Share Redemption Program

Our board of directors has adopted a share redemption program that permits our stockholders to sell their shares back to us after they
have held them for at least one year, subject to the significant conditions and limitations of the program. Our board of directors can amend the provisions of our share redemption program without the
approval of our stockholders. The terms on which we redeem shares may differ between redemptions upon the death or "qualifying disability" (as defined in the share redemption program) of the
stockholder or requests for redemption sought upon a stockholder's confinement to a long-term care facility (collectively referred to herein as "Exceptional Redemptions") and all other
redemptions (referred to herein as "Ordinary Redemptions"). The purchase price for shares redeemed under the redemption program is set forth below.

In
the case of Ordinary Redemptions, the purchase price per share will equal 90% of (i) the most recently disclosed estimated value per share as determined in accordance with our
valuation policy, less (ii) the aggregate distributions per share of any net sale proceeds from the sale of one or more of our assets, or other special distributions so designated by our board
of directors, distributed to stockholders after the valuation was determined; provided, however, that the purchase price per share shall not exceed: (1) prior to the first valuation conducted
by the board of directors, or a committee thereof (the "Initial Board Valuation"), under the valuation policy, 90% of (i) average price per share the original purchaser or purchasers of shares
paid to us for all of his or her shares (as adjusted for any stock

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dividends,
combinations, splits, recapitalizations and the like with respect to our common stock) less (ii) the aggregate distributions per share of any net sale proceeds from the sale of one
or more of our assets, or other special distributions so designated by the board of directors, distributed to stockholders prior to the redemption date (the "Special Distributions"); or (2) on
or after the Initial Board Valuation, the average price per share the original purchaser or purchasers of shares paid to us for all of his or her shares (as adjusted for any stock dividends,
combinations, splits, recapitalizations and the like with respect to our common stock) less any Special Distributions. For more information about our valuation policy, see Item 5, "Market for
Registrant's Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity SecuritiesMarket Information" of this Annual Report on Form 10-K.

In
the case of Exceptional Redemptions, the purchase price per share will be equal to: (1) prior to the first valuation conducted by our board of directors or a committee thereof
under the valuation policy, the average price per share the original purchaser or purchasers of shares paid to us for all of his or her shares (as adjusted for any stock dividends, combinations,
splits, recapitalizations and the like with
respect to our common stock) less the aggregate amount of net sale proceeds per share, if any, distributed to stockholders prior to the redemption date as a result of the sale of one or more of our
assets; or (2) on or after the first valuation conducted by our board of directors or a committee thereof under the valuation policy, the most recently disclosed valuation, provided, however,
that the purchase price per share may not exceed the average price per share the original purchaser or purchasers of shares paid to us for all of his or her shares (as adjusted for any stock
dividends, combinations, splits, recapitalizations and the like with respect to our common stock) less the aggregate amount of net sale proceeds per share, if any, distributed to stockholders prior to
the redemption date as a result of the sale of one or more of our assets.

Any
shares approved for redemption will be redeemed on a periodic basis as determined from time to time by our board of directors, and no less frequently than annually. We will not
redeem, during any twelve-month period, more than 5% of the weighted average number of shares outstanding during the twelve-month period immediately prior to the date of redemption. Generally, the
cash available for redemption on any particular date will be limited to the proceeds from our distribution reinvestment plan during the period consisting of the preceding four fiscal quarters for
which financial statements are available, less any cash already used for redemptions during the same period, plus, if we had positive operating cash flow during such preceding four fiscal quarters, 1%
of all operating cash flow during such preceding four fiscal quarters. The redemption limitations apply to all redemptions, whether Ordinary or Exceptional Redemptions.

Our
board of directors reserves the right in its sole discretion at any time and from time to time to (1) waive the one-year holding requirement applicable to exigent
circumstances such as bankruptcy, a mandatory distribution requirement under a stockholder's IRA or with respect to shares purchased under or through our distribution reinvestment plan,
(2) reject any request for redemption, (3) change the purchase price for redemptions, (4) limit the funds to be used for redemptions hereunder or otherwise change the redemption
limitations or (5) amend, suspend (in whole or in part) or terminate the share redemption program. If we suspend our share redemption program (in whole or in part), except as otherwise provided
by the board of directors, until the suspension is lifted, we will not accept any requests for redemption in respect of shares to which such suspension applies in subsequent periods and any such
requests and all pending requests that are subject to the suspension will not be honored or retained, but will be returned to the requestor. Our advisor and its affiliates will defer their own
redemption requests, if any, until all other requests for redemption have been satisfied in any particular period. Provided that a request for an Exceptional Redemption is made within one year of the
event giving rise to eligibility for an Exceptional Redemption, we will waive the one-year holding requirement (a) upon the request of the estate, heir or beneficiary of a deceased
stockholder or (b) upon the qualifying disability of a stockholder or upon a stockholder's confinement to a long-term

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care
facility, provided that the condition causing such disability or need for long-term care was not preexisting on the date that such person became a stockholder.

During
the fourth quarter ended December 31, 2009, we redeemed and purchased shares as follows:

2009

Total Number of
Shares Redeemed

Average Price
Paid Per Share

Total Number of Shares
Purchased as Part of
Publicly Announced
Plans or Programs

Maximum Number of
Shares That May Be
Purchased Under the
Plans or ProgramsOctober




$






November











December


69,013


8.76


69,013



(1)69,013

$
8.76


69,013



(1)


(1)A
description of the maximum number of shares that may be purchased under our redemption program is included in the narrative preceding this table.


Stock-Based Compensation

We have adopted a stock-based incentive award plan for our directors and consultants and for employees, directors and consultants of
our affiliates, and our Advisor and its affiliates. We account for this plan under the modified prospective method of Accounting Standards Codification ("ASC") 718-10 "Share-Based
Payment." In the modified prospective method, compensation cost is recognized for all share-based payments granted after the effective date and for all unvested awards granted prior to the effective
date. Prior period amounts were not restated. The tax benefits associated with these share-based payments are to be classified as financing activities in the Consolidated Statements of Cash Flows,
rather than operating cash flows as required under previous regulations. We have issued a total of 6,000 shares of restricted stock to our independent directors as of December 31, 2009. For
additional information regarding securities authorized for issuance under our equity compensation plan, see Item 12, "Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder MattersEquity Compensation Plan Information" of this Annual Report on Form 10-K.

Convertible Stock

Our authorized capital stock includes 1,000 shares of convertible stock, par value $0.0001 per share. We have issued all of such shares
to our Advisor. No additional consideration is due upon the conversion of the convertible stock. There will be no distributions paid on shares of convertible stock. The conversion of the convertible
stock into common shares will result in dilution of the stockholders' interests.

With
certain limited exceptions, shares of convertible stock shall not be entitled to vote on any matter, or to receive notice of, or to participate in, any meeting of stockholders of
the company at which they are not entitled to vote. However, the affirmative vote of the holders of more than two-thirds of the outstanding shares of convertible stock is required for the
adoption of any amendment, alteration or repeal of a provision of the charter that adversely changes the preferences, limitations or relative rights of the shares of convertible stock.

Upon
the occurrence of (A) our making total distributions on the then outstanding shares of our common stock equal to the issue price of those shares (that is, the price paid for
those shares) plus a 7% cumulative, non-compounded, annual return on the issue price of those outstanding shares; or (B) the listing of the shares of common stock for trading on a
national securities exchange, each outstanding share of our convertible stock will convert into the number of shares of our common stock

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as
described below. Before we will be able to pay distributions to our stockholders equal to the aggregate issue price of our then outstanding shares plus a 7% cumulative, non-compounded,
annual return on the issue price of those outstanding shares, we expect we will need to sell a portion or possibly all of our investments. Thus, the sale of one or more investments will be a practical
prerequisite for conversion under clause (A) above.

Upon
the occurrence of either such triggering event, each share of convertible stock shall, unless our advisory management agreement with our Advisor has been terminated or not renewed
on account of a material breach by our Advisor, generally be converted into a number of shares of common stock equal to 1/1000 of the quotient of (A) 15% of the amount, if any, by which
(1) the value of the company (determined in accordance with the provisions of the charter and summarized in the following paragraph) as of the date of the event triggering the conversion plus
the total distributions paid to our stockholders through such date on the then outstanding shares of our common stock exceeds (2) the sum of the aggregate issue price of those outstanding
shares plus a 7% cumulative, non-compounded, annual return on the issue price of those outstanding shares as of the date of the event triggering the conversion, divided by (B) the
value of the company divided by the number of outstanding shares of common stock, in each case, as of the date of the event triggering the conversion. In the case of conversion upon the listing of our
shares, the conversion of the convertible stock will not occur until the 31st trading day after the date of such listing. However, if our advisory management agreement with our
Advisor expires without renewal or is terminated (other than because of a material breach by our Advisor) prior to either such triggering event described in the foregoing paragraph (an "advisory
management agreement termination"), then upon either such triggering event the holder of the convertible stock will be entitled to a prorated portion of the number of shares of common stock determined
by the foregoing calculation, where such proration is based on the percentage of time that we were advised by our Advisor.

Our
board of directors will oversee the conversion of the convertible stock to ensure that any shares of common stock issuable in connection with the conversion is calculated in
accordance with the terms of our charter and to evaluate the impact of the conversion on our REIT status. If, in the good faith
judgment of our board, full conversion of the convertible stock would jeopardize our status as a REIT, then only such number of shares of convertible stock (or fraction of a share thereof) shall be
converted into a number of shares of common stock such that our REIT status would not be jeopardized. The conversion of the remaining shares of convertible stock will be deferred until the earliest
date after our board of directors determines that such conversion will not jeopardize our qualification as a real estate investment trust. Any such deferral will not otherwise alter the terms of the
convertible stock.

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Item 6.    Selected Financial Data.

We were formed on August 4, 2006 and began making real estate investments in April 2007. Our investments include wholly owned
investments and investments made through Co-Investment Ventures, all of which are currently BHMP CO-JVs. The multifamily communities in which we have invested include both
operating and income producing multifamily communities and multifamily communities in various stages of development or lease up. The following table lists the number of investments classified either
as multifamily communities that are (i) stabilized operating communities or (ii) in development or lease up as of December 31, 2009, 2008 and 2007:

December 31,2009

2008

2007Operating


8


1


1Development or lease up


12


9


720


10


8


We
had no wholly owned multifamily communities prior to 2009, and for consolidated financial statement presentation purposes, there was no consolidated reporting of multifamily real
estate assets and related liabilities or revenues during these earlier periods. Accordingly, the following selected financial data for 2009 presented below reflects significant increases in many
categories as compared with prior years. The following data should be read in conjunction with our consolidated financial statements and the notes thereto and Item 7, "Management's Discussion
and Analysis of Financial Condition and Results of Operations" in this Annual Report on Form 10-K. The selected financial data presented below has been derived from our audited
consolidated financial statements (in millions, except per share amounts):

As of December 31,Balance Sheet Data:

2009

2008

2007

2006Cash and cash equivalents

$
77.5

$
23.8

$
53.4

$
Real estate, net

$
159.0

$


$


$
Investments in unconsolidated real estate joint ventures

$
279.9

$
96.5

$
60.1

$
Total assets

$
525.7

$
120.9

$
115.4

$
Debt

$
51.3

$


$


$
Total liabilities

$
74.7

$
8.5

$
2.0

$
Total Stockholders' equity

$
451.0

$
112.4

$
113.4

$





For Year Ended

For the period from
August 4, 2006
(date of inception)
through December 31, 2006Operating Data:

2009

2008

2007Rental revenues

$
4.1

$


$


$
Equity in earnings (loss) of investments in unconsolidated real estate joint ventures

$
(0.2
)
$
4.3

$
0.8

$
Interest income

$
1.1

$
0.9

$
0.3

$
Acquisition expenses(1)

$
(3.4
)
$


$


$
Net income (loss)

$
(8.3
)
$
2.6

$
(0.2
)
$
Basic and diluted income (loss) per share

$
(0.26
)
$
0.18

$
(0.08
)
$
(11.25
)Distributions declared per share(2)

$
0.69

$
0.44

$
0.34

$



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For Year Ended

For the period from
August 4, 2006
(date of inception)
through December 31, 2006Cash Flow Data:

2009

2008

2007Cash provided by operating activities(3)

$
0.2

$
2.4

$
0.2

$
Cash used in investing activities

$
(341.0
)
$
(35.4
)
$
(60.8
)
$
Cash provided by financing activities

$
394.5

$
3.4

$
113.9

$





For Year Ended

For the period from
August 4, 2006
(date of inception)
through December 31, 2006Other Information:

2009

2008

2007MFFO(4)

$
4.3

$
3.7

$
0.3

$



(1)Prior
to 2009, under GAAP, acquisition costs were capitalized and generally not expensed.(2)We
paid our first distribution in July 2007.(3)Included
as a deduction to cash flow provided by operating activities in 2009 is $4.9 million of acquisition expenses, including our share for equity
in earnings of investments in unconsolidated real estate joint ventures. Prior to 2009, acquisition expenses were classified within investing activities.(4)We
believe that modified funds from operations, or MFFO, is helpful as a measure of operating performance because it excludes costs that management
considers more reflective of investing activities or non-operating valuation changes. MFFO is a non-GAAP performance financial measure. MFFO should not be considered as an
alternative to net income or other measurements under GAAP as an indicator of our operating performance or to cash flows from operating, investing or financing activities as a measure of liquidity.
MFFO does not reflect working capital changes, cash expenditures for capital improvements or principal payments on indebtedness. For a description of how we calculate MFFO, see Item 7,
"Management Discussion of and Analysis of Financial Condition and Results of Operations" of this Annual Report on Form 10-K.


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Item 7.    Management's Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion and analysis should be read in conjunction with the accompanying consolidated financial statements and the
notes thereto:

Overview

We were incorporated on August 4, 2006 as a Maryland corporation and operate as a REIT for federal income tax purposes. We make
investments in and operate high quality multifamily communities. In particular, we were organized to invest in and operate high quality multifamily communities that we believe have desirable
locations, personalized amenities, and high quality construction. We began acquiring interests in multifamily communities in April 2007. As of
December 31, 2009, all of our investments have been in high quality development and operating multifamily communities located in the top 50 MSAs in the United States.

Our
investment strategy is designed to provide our stockholders with a diversified portfolio, and our management and board of directors have extensive experience in investing in numerous
types of real estate, loans and other investments to execute this strategy. We intend to focus on acquiring high quality multifamily communities that will produce rental income and will appreciate in
value within our program's targeted life. We intend to acquire a diversified portfolio of core and more opportunistic assets on our own or through Co-Investment Ventures, using multiple
strategies. These strategies may include acquisitions of existing stabilized assets, assets that may benefit from enhancement or repositioning and development assets. Further, we may invest in other
types of commercial real estate, including office buildings, shopping centers, business and industrial parks, manufacturing facilities, warehouses and distribution facilities and motel and hotel
properties. We may invest in real estate-related securities, including securities issued by other real estate companies, either for investment or in change of control transactions completed on a
negotiated basis or otherwise. We also may originate or acquire investments in mortgage, bridge, mezzanine or other loans and Section 1031 tenant-in-common ("TIC")
interests (including those issued by programs sponsored by Behringer Harvard Holdings, LLC), or in entities that make investments similar to the foregoing. As of December 31, 2009, we
have not made any international investments. Although we intend to primarily invest in real estate assets located in the United States, in the future, we may make investments in real estate assets
located outside the United States. We will not make international investments until one of our independent directors has at least three years of relevant experience acquiring and managing such
international investments.

As
of December 31, 2009, we own three wholly owned multifamily investments, 17 investments in Co-Investment Ventures and one wholly owned note receivable. As discussed
below, we plan to utilize available Co-Investment Ventures as a funding source when it is an effective structure for the investment. We intend to fund these investments with a combination
of sources, including proceeds from our Initial Public Offering, mortgage debt and unsecured or secured debt facilities.

As
of December 31, 2009, each of our investments made through Co-Investment Ventures has been made with the BHMP Co-Investment Partner through BHMP
CO-JVs, as described in Item 1, "BusinessCo-Investment Ventures" in this Annual Report on Form 10-K. Two of our 17 BHMP
CO-JVs have made only mezzanine or mortgage loan investments in Property Entities that are developing multifamily communities. Eight investments are indirectly wholly owned by the BHMP
CO-JVs. The remaining seven BHMP CO-JVs have made equity investments with third-party partners in, and/or have made notes receivable to, entities that own one real estate
operating property or development project. Each Property Entity is a separate legal entity for the sole purpose of holding its respective operating property or development project and obtaining
legally separated debt and equity financing. The partners of these Property Entities are the applicable BHMP CO-JV and unaffiliated third parties, which serve as general or limited
partners and are generally subsidiaries of commercial developers which were organized to own, construct, and finance only one particular real estate project.

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Each
of these BHMP CO-JV investments in a Property Entity is evaluated for consolidation at the BHMP CO-JV level using our principles of consolidation and 11 of the 15 BHMP
CO-JVs are reported on the consolidated basis of accounting.

We
believe our strategy of investing through Co-Investment Ventures will allow us to increase the number of our investments, thereby increasing our diversification, and
providing participation with greater economic interest in larger or more selective real estate investments with greater access to high quality investment opportunities. We also believe partnerships
with high quality institutional entities, such as PGGM, enhances the valuation of our portfolio. We intend to continue to invest through BHMP CO-JVs in operating communities,
to-be-developed multifamily communities or newly constructed multifamily communities that have not yet stabilized, excluding residential properties for assisted living, student
housing or senior housing. However, we are not limited to co-investments with the BHMP Co-Investment Partner and may pursue other Co-Investment Ventures if they
provide greater diversification or investment opportunities. We may also pursue direct investments consistent with our investment policies.

In
2009, PGGM has increased its commitment under the partnership agreement of the BHMP Co-Investment Partner to $300 million. Until the funding commitment from PGGM of
$300 million has been placed in BHMP CO-JVs or in other co-investments with affiliates or investment programs of our sponsor, to the extent that investments fit within
the investment parameters agreed between PGGM and our sponsor, we expect a portion of our future real estate acquisitions and real estate under development activities will be made through BHMP
CO-JVs. Generally, the BHMP Co-Investment Partner will co-invest in a BHMP CO-JV with a 45% equity interest and we will co-invest with a 55%
equity interest, although the BHMP Co-Investment Partner may elect smaller allocations. Our strategy is to utilize these combined funds to invest in Property Entities which may include
other third parties, generally developers investing in multifamily communities. For equity investments, the partners to these Property Entities will then include a BHMP CO-JV and the
developer partner, although there could be other third-party participants.

Each
Property Entity arrangement with an unaffiliated developer is unique and heavily negotiated, but we will generally seek the following provisions:

For
development stage investments:



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For
operating and development stage investments:



As
discussed further in the "Results of Operations" section below, during 2009 two BHMP CO-JVs restructured their respective investments with Fairfield
Residential LLC, a real estate operating and development company. In these restructurings, the BHMP CO-JV was able to achieve a senior equity position with preferred returns of 14%
on a portion of our contributed capital while also obtaining control of the multifamily communities by becoming general partner of the respective Property Entity.

We
believe these specific terms and the general provisions noted above will help us achieve our return objectives and help mitigate certain of the real estate project risks. However, not
all of these provisions will necessarily be included in each Property Entity arrangement and there is no assurance we will achieve those objectives.

Our
multifamily community acquisition strategy concentrates on multifamily communities located in the top 50 MSAs across the United States. We believe these types of investments are in
demand by institutional investors which can result in better exit pricing. We also believe that economic conditions in the major metropolitan markets of the United States will continue to provide
adequate demand for properly positioned multifamily communities; such conditions include job and salary growth, lifestyle trends, as well as single-family home pricing and availability of credit. The
U.S. Census population estimates are used to determine the largest MSAs. Our top 50 MSA strategy will focus on acquiring properties and other real estate assets that provide us with broad geographic
diversity.

Investments
in multifamily communities have benefited from the changing demographic and residential finance trends of the last ten years. These trends include continued growth in
non-traditional households, the echo-boomer generation coming of age and entering the rental market, increased immigration and recently higher credit standard for home buyers.
Changes in domestic financial markets can affect the stability and direction of these historical
trends and can significantly affect our strategy, both favorably and unfavorably. Demand for multifamily communities is also affected by changes in financial markets where changes in underwriting have
affected the cost, availability and affordability of financing for purchase of single family homes. In the near term, we believe these trends will be favorable for multifamily demand as the key
demographic population increases and single family housing options become more restrictive.

During
the past two years, real estate markets have continued to experience unusual volatility and uncertainty. Based on research reports by real estate advisory firms, the
going-in capitalization rate ("cap rate") for all property types increased from 6.5% in 2007 to 8.4% in early 2009 (the cap rate is the property's net operating income divided by its
purchase price). A national index of the total return for all publicly traded REITs fell approximately 70% from a high in 2006 through 2008. For multifamily

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investments,
sales volumes and sales prices have declined since 2007. During this period, the vacancy rate for multifamily communities also continued to increase as rising joblessness reduced demand
while supply components increased, particularly so-called shadow rental alternatives from unsold condominiums and single-family residences.

However,
we are seeing indications that many general economic and multifamily market trends have bottomed out, although improvements are still uneven and recovering slowly. After four
consecutive quarters of GDP contractions, the U.S. economy grew at an annualized rate of 2.2% and 5.7% in the third and fourth quarters of 2009, respectively. A large part of the growth was related to
short-term inventory purchases, but for the first time since 2005, residential construction was a contributing factor in the GDP increase. Furthermore, there was growth in the key sectors
related to consumer spending, exports and equipment purchases, where consumer sentiment and industrial production are all trending higher. Employment data in 2009 showed that initial job claims and
nonfarm payroll job losses have dramatically slowed. The November 2009 report was the first to show positive job growth since December 2007 and the January 2010 report showed the first drop in
unemployment in seven months. Although the reports indicated increases in the key predictive trends of temporary workers and average hours worked, job creation is still very weak. In the real estate
sectors, several housing markets, in particular California, are reporting increased demand and lower inventories and single family housing permits were up in both November and December 2009. However,
home prices in most markets are still falling even with the extension of the home buyer tax credits to June 2010. In the multifamily sector, although still at recent lows, the value of closed sales is
up over 50% during 2009. This has occurred even as sellers have increased their average per-unit offer price since the second quarter of 2009. We believe the improvement of the ratio of
multifamily communities held for sale to the number of communities actually sold to be an early sign of improving multifamily fundamentals. In our markets, we are seeing indications that sellers are
increasing their price expectations. However, multifamily occupancy and rental growth are primarily driven by job growth. While many of the factors noted above are encouraging, rental growth may slow
until the economic recovery is able to produce job growth at a sustainable rate.

Certain
real estate capital markets sectors are still experiencing disruption due to liquidity and re-pricing issues. Through 2007, a significant portion of real estate
financing was funded
through CMBS financing. This market has ceased to operate at anywhere near these prior levels and it is reported by mortgage tracking advisors that approximately $250 billion of CMBS debt is
coming due by 2013, with approximately 20% of all commercial real estate debt coming due during this period. Banks and thrifts hold the majority of commercial real estate debt, but they may not have
the capacity to increase their share due to their own capital constraints. Accordingly, liquidity has tightened in most financial markets, including investment-grade debt, commercial and construction
real estate financing and equity capital markets. The availability and the resulting terms for acquisition financing and refinancing of existing mortgages have been significantly affected by this
tightening in the capital markets. In general, we expect leverage availability to be lower with greater emphasis on recourse to the borrower and principal amortization. However for multifamily
investments, we believe financing options are better, particularly for high quality, well-capitalized investments. Accordingly, we believe with the proceeds from our offerings we have the
capital to meet these requirements. In addition, government-sponsored entities such as Fannie Mae and Freddie Mac ("GSEs") have and may continue to provide needed financing, refinancing and credit
enhancement to the multifamily sector. During 2009 and the first three months of 2010, we and five of our BHMP CO-JVs completed eight financings with GSEs totaling $261.6 million at
a weighted-average interest rate of 4.9%. Although there can be no assurance that the GSEs or comparable financing will continue to be available or available at these rates, these are positive terms
in our investment strategy.

With
our access to capital, including the proceeds from our Initial Public Offering, available multifamily financing and the potential for additional joint venture investments with the
BHMP

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Co-Investment
Partner or other parties, we believe we have the capital resources, relationships and experience to be competitive in these markets. With our strategy of investing in high
quality multifamily communities in fundamentally sound long-term markets, we also believe our investments will be well positioned to perform over our expected holding period. A strong
positive from the current macro economic conditions is that there is limited new supply of multifamily assets. As the economy improves, particularly in job growth and specifically in the demographic
sectors which have a relatively higher proportion of multifamily residents, we expect renter demand and effective rent to increase in multifamily investments. However, we do expect a slow recovery in
employment and a consequential lag in vacancy improvements, so we may experience a decrease in net operating income in the interim, which may affect certain investment values and cash flow.

The
deterioration of the capital markets has also affected the liquidity and pricing of mezzanine loans. Spreads on these loans have widened dramatically with limited secondary markets.
We believe this market condition has not materially affected our mezzanine and mortgage portfolio due to our strategy of investing in loans based on the quality of the underlying real estate, the
security and collateral backing the loans, our investment structures (which allow us the option to convert our loan investments into equity ownership) and our intent and ability to hold these loans to
maturity.

We
expect to use the proceeds from our Initial Public Offering as the primary funding source for the execution of our investment strategy and the expansion of our portfolio. As of
December 31, 2009, we sold a total of approximately 43.1 million shares of common stock and raised a total of $430.4 million in gross proceeds from our Initial Public Offering. In
addition, from our Private Offering which
commenced on November 22, 2006 and terminated on December 28, 2007, we sold a total of approximately 14.2 million shares of common stock and raised a total of approximately
$127.3 million in gross offering proceeds. We intend to leverage the proceeds from these offerings with property debt and aim for a leverage ratio of approximately 60% at the completion of our
Initial Public Offering and stabilization of our portfolio. We may use various forms of debt financing, including property specific, cross collateralized pools and credit facilities. We will generally
seek non-recourse financing, particularly for stabilized properties.

We
expect to meet our short-term liquidity requirements through the net cash raised from offerings and cash flow from operating activities of our current and future
investments. For purposes of our long-term liquidity requirements, we expect that the net cash from our Initial Public Offering and from our current and future investments will generate
sufficient cash flow to cover operating expenses and our distributions to stockholders. Also to the extent we hold unencumbered real estate investments, refinancing proceeds could be another source of
capital.

Property Portfolio

Our multifamily investments include wholly owned multifamily communities, investments in unconsolidated real estate joint ventures and
a wholly owned note receivable. Each of these investments is categorized based on stages as defined below:



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Presented below are the carrying amounts for our wholly owned real estate investments, individual BHMP CO-JV investments and our note receivable as of December 31,
2009 and 2008. For the investments in unconsolidated real estate joint ventures in BHMP CO-JVs, we provide information describing the underlying investment. Also presented are the
occupancy rates as of December 31, 2009, for stabilized multifamily communities, based on the number of individual units and GLA (amounts in millions):

December 31,
2009

December 31,
2008Wholly Owned InvestmentsStabilized / Non-comparable:The Gallery at NoHo Commons / Los Angeles, California(1)(6)

$
106.0

$
Multifamily community with 438 rental units, 90% occupancy rate as of December 31, 2009Mariposa Loft Apartments / Atlanta, Georgia


27.9


Multifamily community with 253 rental units, 91% occupancy rate as of December 31, 2009Grand Reserve Orange / Orange, Connecticut


25.1


Multifamily community with 168 rental units, 92% occupancy rate as of December 31, 2009Total wholly owned investments

$
159.0

$
Investments in Unconsolidated Real Estate Joint VenturesStabilized / Comparable:The Reserve at Johns Creek Walk / Johns Creek, Georgia(2)(6)

$
4.0

$
4.8Multifamily community with 210 rental units, 93% occupancy rate as of December 31, 2009 and 90% as of December 31, 2008Stabilized / Non-comparable:Halstead / Houston, Texas(3)


3.4


Multifamily community with 301 rental units, 90% occupancy rate as of December 31, 2009Waterford Place / Dublin, California(3)


11.0


Multifamily community with 390 rental units, 92% occupancy rate as of December 31, 2009Burrough's Mill Apartment Homes / Cherry Hill, New Jersey(3)


8.1


Multifamily community with 308 rental units, 92% occupancy rate as of December 31, 2009Calypso Apartments and Lofts / Irvine, California(3)


27.4


Multifamily community with 177 rental units, 89% occupancy rate as of December 31, 2009Lease ups:The Eclipse / Houston, Texas(3)(4)


19.7


7.0Low-rise multifamily community with 330 rental unitsSatori / Fort Lauderdale, Florida(5)(6)


12.3


13.0Mid-rise multifamily community with approximately 279 rental units and 11,607 square feet of GLA retail space


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December 31,
2009

December 31,
2008Forty55 Lofts / Marina del Rey, California(3)


26.2


Multifamily community with 140 rental unitsThe Venue / Clark County, Nevada(5)(6)


4.5


5.0Multifamily community with 168 rental unitsCyan/PDX / Portland, Oregon(3)


46.2


Multifamily community with 352 rental units and approximately 5,757 square feet of GLA retail spaceGrand Reserve / Dallas, Texas(6)(7)


5.1


4.3Multifamily community with 149 rental unitsBailey's Crossing / Alexandria, Virginia(2)(6)(8)


29.8


12.6Multifamily community with 414 rental units55 Hundred / Arlington, Virginia(2)(6)(9)


23.6


13.9Multifamily community with 234 rental units and approximately 7,025 square feet of GLA retail spaceThe Cameron / Silver Spring, Maryland(6)(7)


10.9


10.9Multifamily community with 325 rental units and approximately 7,330 square feet of GLA retail spaceSan Sebastian / Laguna Beach, California(3)


19.9


Multifamily community with 134 rental unitsDevelopments:Veritas / Henderson, Nevada(5)(6)


14.9


14.4Multifamily community with 430 rental unitsSkye 2905 / Denver, Colorado(5)(6)


12.9


10.6Multifamily community with 400 rental units and approximately 2,821 square feet of GLA retail spaceTotal investments in unconsolidated real estate joint ventures

$
279.9

$
96.5Note and Other ReceivablesGrand Reserve / Dallas, Texas

$
2.4

$
Multifamily community with 149 rental unitsTax Increment Receivable


1.6


Due from Community Redevelopment Agency, Los Angeles, California in connection with The Gallery at NoHo Commons$
4.0

$



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The
increased carrying amounts on our investments as of December 31, 2009 are largely due to acquiring three wholly owned multifamily communities made during the year for an
aggregate purchase price of approximately $150.3 million, investments in seven BHMP CO-JVs of approximately $198.0 million and additional contributions on an existing wholly owned
note receivable for approximately $2.4 million.

Critical Accounting Policies and Estimates

The following critical accounting policies and estimates apply to both us and our Co-Investment Ventures, respectively.

Management's
discussion and analysis of financial condition and results of operations is based upon our consolidated financial statements, which have been prepared in accordance with
GAAP. The preparation of these financial statements requires our management to make judgments, assumptions and estimates that affect the reported amounts of assets, liabilities, revenues and expenses,
and related disclosure of contingent assets and liabilities. We evaluate these judgments, assumptions and estimates for changes which would affect the reported amounts. These estimates are based on
management's historical industry experience and on various other judgments and assumptions that are believed to be reasonable under the circumstances. Actual results may differ from these judgments,
assumptions and estimates. Our significant judgments, assumptions and estimates include the consolidation of variable interest entities ("VIEs"), the allocation of the purchase price of acquired
properties and evaluating our real estate-related investments for impairment.



Our consolidated financial statements include our accounts, the accounts of variable interest entities in which we are the primary
beneficiary and the accounts of other subsidiaries over which we have control. All inter-company transactions, balances and profits have been eliminated in consolidation. Interests in entities are
evaluated based on applicable GAAP, which requires the consolidation of VIEs in which we are deemed to be the primary beneficiary. If the interest in the entity is determined to not be a VIE, then the
entities are evaluated for consolidation based on legal form, economic substance, and the extent to which we have control and/or substantive participation rights under the respective ownership
agreement.

There
are judgments and estimates involved in determining if an entity in which we will make an investment will be a VIE and if so, if we will be the primary beneficiary. The entity will
be evaluated to

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determine
if it is a VIE by, among other things, calculating the percentage of equity being risked compared to the total equity of the entity. There are some guidelines as to what the minimum equity
at risk should be, but the percentage can vary depending upon the industry or the type of operations of the entity and it will be up to our Advisor to determine that minimum percentage as it relates
to our business and the facts surrounding each of our acquisitions. In addition, even if the entity's equity at risk is a very low percentage, our Advisor will be required to evaluate the equity at
risk compared to the entity's expected future losses to determine if there could still in fact be sufficient equity in the entity. Determining expected future losses involves assumptions of various
possibilities of the results of future operations of the entity, assigning a probability to each possibility using a discount rate to determine the net present value of those future losses and
allocating those losses between the equity owners, subordinated lenders or other variable interests. The determination will also be based on an evaluation of the voting rights of partners in relation
to their economic participation in benefits or obligation to absorb losses. As partnership agreements have various terms which may change over time or based on future results, these evaluations
require complex analysis and weighting of different factors. A change in the judgments, assumptions, allocations and estimates outlined above could result in consolidating an entity that should not be
consolidated or accounting for an investment on the equity method that should in fact be consolidated, the effects of which could be material to our results of operations and financial condition.

For
other investments, we must evaluate whether we have control of an entity, where there are judgments involved in determining if provisions in governing agreements provide protective
or participating rights for us, our Co-Investment Ventures or other equity owners. This evaluation includes an assessment of multiple terms including their economic effect to the
operations of the entity, how relevant the term is to the recurring operations of the entity and the weighing of each item to determine whether in the aggregate which owner, if any, has control. These
assessments would affect whether an entity should be consolidated or reported on the equity method, the effects of which could be material to our results of operations and financial condition.



Notes receivable are reported at their outstanding principal balances net of any unearned income and unamortized deferred fees and
costs. Included in notes receivable are both mortgage notes receivable and mezzanine notes receivable. Loan origination fees and certain direct origination costs are generally deferred and recognized
as adjustments to interest income over the lives of the related loans.

In
accounting for notes receivable by us or our Co-Investment Ventures, there are judgments related to whether the investments are loans, investments in joint ventures or
acquisitions of real estate. We evaluate whether the loans contain any rights to participate in expected residual profits, the loans provide sufficient collateral or qualifying guarantees or include
other characteristics of a loan. As a result of our review, neither our wholly owned loan nor the loans made through our BHMP CO-JVs contain a right to participate in expected residual
profits. In addition, the Property Entities or project borrowers remain obligated to pay principal and interest due on the loans with sufficient collateral, reserves or qualifying guarantees to
account for the investments as loans.

We
assess notes receivable for impairment. Based on specific circumstances we determine the probability that there has been an adverse change in the estimated cash flows of the
contractual payments for the notes receivable. We then assess the impairment based on the probability to collect all contractual amounts including factors such as the general or market-specific
economic conditions for the project; the financial conditions of the borrower and guarantors, if any; the degree of any defaults by the borrower on any of its obligations; the assessment of the
underlying project's financial viability and other collateral; the length of time and extent of the condition; and our or the Co-Investment Venture's intent and ability to retain its
investment in the issuer for a period sufficient to allow for any

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anticipated
recovery in the market value. If the impairment is probable, we recognize an impairment loss equal to the difference between our or the Co-Investment Venture's (all of which
have been made through BHMP CO-JVs) investment in the loan and the present value of the estimated cash flows discounted at the loan's effective interest rate. Where we have the intent and
the ability to foreclose on our security interest in the property, we will use the property's fair value as a basis for the impairment.

There
are judgments involved in determining the probability for an impairment to collect contractual amounts. As these types of loans are generally investment specific based on the
particular loan terms and the underlying project characteristics, there is usually not any secondary market to evaluate impairments. Accordingly, we must rely on our subjective judgments and
individual weightings of the specific factors. If loans are considered impaired, then judgments and estimates are required to determine the projected cash flows for the loan, considering the
borrower's or, if applicable, the guarantor's financial condition and the consideration and valuation of the secured property and any other collateral.

Changes
in these facts or in our judgments and assessments of these facts could result in impairment losses which could be material to our results of operations and financial condition.



As of December 31, 2009, all of our Co-Investment Ventures are BHMP CO-JVs. We are the manager of each
BHMP CO-JV's affairs, but the operation of BHMP CO-JVs are conducted in accordance with operating plans prepared by us and approved by us and the BHMP Co-Investment
Partner. In addition, without the consent of both members of the BHMP CO-JV, the manager may not generally approve or disapprove on behalf of the BHMP CO-JV certain major
decisions affecting the BHMP CO-JV, such as (i) selling or otherwise disposing of the investment or any other property having a value in excess of $100,000, (ii) selling any
additional interests in the BHMP CO-JV, (iii) approving initial and annual operating plans and capital expenditures or (iv) incurring or materially modifying any indebtedness
of the BHMP CO-JV in excess of $100,000. As a result of the equal substantive participating rights possessed by each partner in the ordinary course of business, no single party controls
each venture; accordingly, we account for each BHMP CO-JV using the equity method of accounting. The equity method of accounting requires these investments to be initially recorded at cost
and subsequently increased (decreased) for our share of net income (loss), including eliminations for our share of inter-company transactions, and reduced when distributions are received.

Each
of the Property Entities have different profit sharing interests, some of which have numerous allocation and distribution provisions where certain equity investors receive preferred
interests or deferred participations. We allocate income and loss for determining our equity in earnings of unconsolidated joint ventures based on the underlying economic effect or participation in
the benefit or loss. Although our policy is to use the concepts of a hypothetical liquidation at book value, judgment is required to determine which owners are bearing economic benefits or losses,
particularly as properties move from development to operations and guarantees and other priority payments are triggered or removed. A change in these judgments could result in greater or lesser
amounts of equity in earnings.

When
we or a BHMP CO-JV acquire a controlling interest in a business previously accounted for as a noncontrolling investment, a gain or loss is recorded for the difference
between the fair value and the carrying value of the investment in the real estate joint venture and in some instances pre-existing relationships. This analysis, which is from the
perspective of market participants, requires determination of fair values for investments and contractual relationships where there are no secondary markets. Accordingly, we must rely on our
subjective judgments using models with the best available information. Changes in these judgments could significantly impact our results of operations and the carrying amount of our assets and
liabilities.

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For real estate properties acquired by us or our Co-Investment Ventures classified as business combinations, we allocate
the purchase price, after adjusting for settlement of any pre-existing relationships, to the tangible assets acquired, consisting of land, inclusive of associated rights, and buildings,
any assumed debt, identified intangible assets and liabilities and asset retirement obligations based on their relative fair values. Identified intangible assets and liabilities consist of the fair
value of above-market and below-market leases and in-place leases. Goodwill is recognized as of the acquisition date and measured as the aggregate fair value of the consideration
transferred and any noncontrolling interests in the acquiree over the fair value of identifiable net assets acquired. Likewise, a bargain purchase gain is recognized in current earnings when the
aggregate fair value of the consideration transferred and any noncontrolling interests in the acquiree is less than the fair value of the identifiable net assets acquired.

The
fair value of the tangible assets acquired, consisting of land and buildings, is determined by valuing the property as if it were vacant, and the
"as-if-vacant" value will then be allocated to land and buildings. Land values will be derived from appraisals, and building values will be calculated as replacement cost less
depreciation or our Advisor's estimates of the relative fair value of these assets using discounted cash flow analyses or similar methods. The value of the building is depreciated over the estimated
useful life of 25 to 35 years, using the straight-line method. Improvements are depreciated over their estimated useful lives ranging from 3 to 15 years using the
straight-line method.

We
determine the value of above-market and below-market in-place leases for acquired properties based on the present value (using an interest rate that reflects the risks
associated with the leases acquired) of the difference between (1) the contractual amounts to be paid pursuant to the in-place leases and (2) management's estimate of
current-market lease rates for the corresponding in-place leases, measured over a period equal to (a) the remaining non-cancelable lease term for above-market leases, or
(b) the remaining non-cancelable lease term plus any fixed rate renewal options for below-market leases. We record the fair value of above-market and below-market leases as
intangible assets or intangible liabilities, respectively, and amortize them as an adjustment to rental income over the above determined lease term.

The
total value of identified real estate intangible assets acquired is further allocated to in-place lease values, in-place leasing commissions and tenant
relationships based on our evaluation of the specific characteristics of each tenant's lease and our overall relationship with that respective tenant. The aggregate value of in-place
leases acquired and tenant relationships is determined by applying a fair value model. The estimates of fair value of in-place leases include an estimate of carrying costs during the
expected lease up periods for the respective spaces considering then current market conditions. In estimating the carrying costs that would have otherwise been incurred had the leases not been in
place, we include such items as real estate taxes, insurance and other operating expenses as well as projected rental
revenue during the expected lease up period based on then current market conditions. The estimates of the fair value of tenant relationships also include costs to execute similar leases including
leasing commissions, legal and tenant improvements as well as an estimate of the likelihood of renewal as determined by our Advisor on a tenant-by-tenant basis.

We
amortize the value of in-place leases and in-place tenant improvements over the initial term of the respective leases. The value of tenant relationship
intangibles is amortized over the initial term and any anticipated renewal periods, but in no event exceeding the remaining depreciable life of the building. If a tenant terminates its lease prior to
expiration of the initial terms, the unamortized portion of the in-place lease value and tenant relationship intangibles is charged to expense.

We
determine the fair value of assumed debt by calculating the net present value of the scheduled mortgage payments using interest rates for debt with similar terms and remaining
maturities that our

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Advisor
believes we could obtain. Any difference between the fair value and stated value of the assumed debt is recorded as a discount or premium and amortized over the remaining life of the loan.

Our
Advisor makes assumptions and estimates in determining these allocations, including market rental rates, physical and economic obsolescence, lease-up periods and discount
rates. A change in their assumptions could result in the various categories of our real estate assets or related intangibles being overstated or understated which could result in an overstatement or
understatement of depreciation or amortization expense or rental income.



For real estate we wholly own or record on a consolidated basis, we monitor events and changes in circumstances indicating that the
carrying amounts of the real estate assets may not be recoverable. When such events or changes in circumstances are present, we assess potential impairment by comparing estimated future undiscounted
operating cash flows expected to be generated over the life of the asset and from its eventual disposition, to the carrying amount of the asset. In the event that the carrying amount exceeds the
estimated future undiscounted operating cash flows, we will recognize an impairment loss to adjust the carrying amount of the asset to estimated fair value.

For
real estate we may own through an investment in a joint venture, TIC interest or other similar investment structure, at each reporting date we compare the estimated fair value of our
investment to the carrying value. An impairment charge will be recorded to the extent the fair value of our investment is less than the carrying amount and the decline in value is determined to be
other than a temporary decline.

In
evaluating our investments for impairment, we make several judgments, assumptions and estimates, including, but not limited to, the projected date of disposition of our investments in
real estate, the estimated future cash flows from our investments in real estate and the projected sales price of each of our investments in real estate. Recently, domestic financial and real estate
markets have experienced unusual volatility and uncertainty with fewer non-distressed secondary transactions available on which to base these estimates and assumptions. Our estimates of
fair value are based on information available to management as to conditions present as of the assessment date. A change in these judgments, assumptions and estimates could result in understating or
overstating the book value of our investments which could be material to our financial statements.



In connection with our assessments and determinations of fair value for many real estate assets and financial instruments, there are
generally not available observable market price inputs for substantially the same items. Accordingly, our Advisor makes assumptions and uses various estimates and pricing models, including, but not
limited to, the estimated useful lives of the assets, the cost of replacing certain assets, discount and interest rates used to determine present values and market rental rates. Many of these
estimates are from the perspective of market participants and will also be obtained from independent third-party appraisals. However, our Advisor will be responsible for the source and use of these
estimates. A change in these estimates and assumptions could be material to our results of operations and financial condition.

Results of Operations

For the year ended December 31, 2009, we are reporting a net loss of $8.3 million, compared to net income of
$2.6 million for the year ended December 31, 2008 and a net loss of $0.2 million for the year ended December 31, 2007. The overall decrease in net income in 2009 is
primarily due to our acquisitions of three wholly owned multifamily communities and seven acquisitions by BHMP CO-JVs and the treatment of acquisition activities. Prior to 2009, our share
of acquisition costs was capitalized

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to
the acquisition but beginning in 2009, these acquisition costs are expensed. During 2009, our share of acquisition expenses was approximately $3.4 million. Acquisition accounting also
requires that we allocate a portion of the purchase price to lease intangibles. These lease intangibles primarily relate to in-place leases and are amortized over remaining lease terms,
generally a term of less than one year. Accordingly, amortization expense is higher in the period immediately following an acquisition. Further, several of the multifamily communities we have made
investments in are in lease up or in development. During these periods, holding costs, amortization and depreciation expense may exceed the pre-stabilization revenues. Also contributing to
the decrease are additional costs in general and administrative and asset management expenses as a result of our larger portfolio as well as a reduction in interest income due to lower interest rates
on our cash equivalents. We expect that as we complete the investments of the proceeds from our Initial Public Offering that earnings on our stabilized real estate investments will have a higher
contribution to our net income while general and administrative and asset management expenses and interest income from our cash equivalents will be proportionally less significant to our overall
operating results. However, acquisition and amortization expenses during this acquisition and development stage could be significant, resulting in net losses until we have substantially invested the
proceeds from our Initial Public Offering.

For
the year ended 2008, our primary investments were BHMP CO-JV mezzanine and mortgage development loans in Property Entities, substantially through our BHMP
CO-JVs. As of December 31, 2008, we and our BHMP CO-JVs made investments in nine properties under development and one operating multifamily community. Prior to 2009, we
did not have any investments in wholly owned multifamily communities. During the year ended December 31, 2009, we invested in three wholly owned operating multifamily communities and seven
additional multifamily communities through BHMP CO-JVs. With these acquisitions, we are reporting rental revenues and operating costs as well as real estate assets and liabilities on a
consolidated basis for the first time for the year ended December 31, 2009.

Accordingly,
many of our results for the year ended December 31, 2009 are not directly comparable to the year ended December 31, 2008 or 2007, where our results of
operations for each period presented reflect significant increases in substantially all reporting categories for the current period. This will likely be the case until we substantially invest the
proceeds from the Initial Public Offering.



Rental Revenues.Rental revenues for the year ended December 31, 2009 were approximately $4.1 million. These rental revenues
are from
our three wholly owned multifamily communities acquired in 2009. We expect continued increases in these revenues as a result of owning these properties for a full year and our expected acquisitions of
additional real estate investments. We did not have any wholly owned real estate assets in 2008 and consequently did not have any rental revenue in 2008.

Property Operating and Real Estate Expenses.These expenses were approximately $1.1 million and are from our wholly owned
multifamily
communities acquired in 2009. We expect continued increases in these expenses as a result of owning these properties for a full year and our expected acquisitions of additional real estate
investments. We did not have any wholly owned real estate assets in 2008 and consequently did not have any property operating expense in 2008.

Asset Management and Other Fees.Asset management fees for the years ended December 31, 2009 and 2008 were approximately
$2.1 million
and $0.9 million, respectively. These fees are based on the amount of our gross real estate investments and the time period in place. Accordingly, the increase is due to the timing and funded
amounts of our investments for 2009 compared to 2008. We expect continued increases in these fees as a result of owning and acquiring additional real estate investments.

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General and Administrative Expenses.General and administrative expenses for the years ended December 31, 2009 and 2008 were
approximately
$3.2 million and $1.6 million, respectively, and included corporate general and administrative expenses incurred and reimbursable, as well as compensation of our board of directors,
auditing and tax fees, and legal fees. The significant increase in the expenses for
the year ended December 31, 2009 as compared to the year ended December 31, 2008 is due to higher administrative costs related to our Initial Public Offering which occurred in September
2008. The increase included higher corporate legal and accounting reimbursements to our Advisor for $0.9 million, outside audit and legal fees for $0.3 million, director and officer
insurance expense for $0.3 million and other miscellaneous administrative expenses for $0.1 million. We expect further increases as a result of owning and acquiring additional real
estate investments and other joint venture interests.

Acquisition Expenses.Acquisition expenses for the year ended December 31, 2009 relate to our acquisition of The Gallery at NoHo
Commons,
Mariposa Loft Apartments and Grand Reserve Orange. Of the total expenses of $3.4 million, approximately $3.0 million was incurred with our Advisor. As we make additional wholly owned
investments, we expect acquisition expenses to increase and to have a significant effect on our operating results. Prior to 2009, GAAP provided for the capitalization of acquisition costs. See the
section below entitled "Funds from Operations and Modified Funds from Operations" for additional discussion.

Depreciation and Amortization.Depreciation and amortization expense for the year ended December 31, 2009 was approximately
$2.9 million, primarily relating to our acquisition of The Gallery at NoHo Commons, Mariposa Loft Apartments and Grand Reserve Orange. Depreciation and amortization expense primarily includes
depreciation of our wholly owned multifamily communities and amortization of acquired in-place leases. As we make additional wholly owned investments, we expect depreciation and
amortization expense to increase and to be a significant factor in our GAAP reported results. In 2008, we did not have any wholly owned investments. See the section below entitled "Funds from
Operations and Modified Funds from Operations" for additional discussion.

Interest Income.Interest income, which primarily included interest earned on our cash equivalents, for the years ended December 31,
 2009 and
2008 was approximately $1.1 million and $0.9 million, respectively. Although we had higher average investment balances for the year ended December 31, 2009 as compared to 2008,
our average weighted interest rate for the year ended December 31, 2009 was approximately 0.8% compared to approximately 2.1% for 2008 due to market rate declines in short-term
interest rates. Our interest income on bank deposits is a function of the timing and magnitude of our proceeds from our Initial Public Offering and our investment activity, both of which we expect to
increase. For the year ended December 31, 2009, interest income also included earnings on a direct, wholly owned note receivable of approximately $0.2 million with no comparable
investment or earnings for the prior period in 2008.

Equity in Earnings (Loss) of Investments in Unconsolidated Real Estate Joint Ventures.Equity in loss of joint venture investments for
the year ended
December 31, 2009 was approximately $0.2 million compared to equity in earnings of approximately $4.3 million for the year ended December 31, 2008, and
included our share in earnings or losses from our unconsolidated real estate joint venture investments. The decrease is mainly due to the acquisition accounting for the seven operating multifamily
communities acquired by BHMP CO-JVs in 2009. Our portion of acquisition expenses associated with these investments was approximately $1.5 million. Our portion of lease amortization
and depreciation associated with our BHMP CO-JVs was approximately $4.9 million. These expenses were partially offset by increased earnings due to additional fundings, particularly
for loan investments of approximately $1.9 million.

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During
2009, we made $140.7 million of new investments related to equity investments in newly formed BHMP CO-JVs. We also invested $39.8 million in existing
BHMP CO-JVs, primarily used to acquire additional ownership interests in Property Entities as follows:



A
breakdown of our approximate equity in earnings by type of underlying investments for the year ended 2009 and 2008 is as follows (amounts in millions):

2009

2008Loan investments

$
7.7

$
5.4Equity investments:Stabilized/Comparable


(0.6
)

(0.8
)Stabilized/Non-comparable


(2.3
)

Lease ups


(4.9
)

(0.3
)Developments


(0.1
)

(7.9
)

(1.1
)Total

$
(0.2
)
$
4.3


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Earnings from underlying loan investments increased due to additional advances in Property Entities for the Grand Reserve, Veritas, and Skye 2905. Our weighted
average interest rate for all of the loan investments was approximately 10.6% as of December 31, 2009 compared to 10.1% as of December 31, 2008.

Earnings
from equity investments for stabilized/comparable relate to The Reserve at John Creek Walk for both 2009 and 2008. The decrease in loss for 2009 was due to less lease intangible
amortization expense than in 2008.

Earnings
from equity investments for stabilized/non-comparable and lease ups was a loss for 2009 primarily due to our share of depreciation and amortization expense and one
time charges for acquisition expenses exceeding net operating income. During 2009, we added four new stabilized/non-comparable and three lease up communities, incurring approximately
$1.5 million of one-time acquisition expenses. For these new stabilized/non-comparable communities, the average occupancy at December 31, 2009 was 91%. While all
our stabilized/non-comparable investments produced an overall loss, primarily due to non-cash expenses for depreciation and amortization, these investments provided cash
distributions of approximately $4.7 million during 2009. These acquisitions were substantially completed in the second half of 2009, and therefore do not include a full year of operating
results. We expect to continue to receive distributions from these investments but due to non-cash charges for depreciation and amortization, we expect a loss in reported equity earnings.

Equity
in earnings from the lease up equity investments was a loss in 2009 primarily related to the three properties underlying our investments that began leasing, but have not yet
reached stabilized operations, The Eclipse, Satori and The Venue, and our recent investment in Forty55 Lofts. These losses were recognized due to these communities recently being placed in service,
where interest expense, amortization and depreciation exceeded the unstabilized net operating income as well as one-time acquisition expenses. Although these equity investments produced a
loss in equity in earnings, our lease up investments provided cash distributions to us during 2009 of approximately $0.2 million. The loss in equity in earnings for The Eclipse, Satori and The
Venue had no affect on our cash flow as the operating deficit was included in the development budget and was covered by construction loan draws.

During
2009, our only development investments, Veritas and Skye 2905, produced net losses. Previously all development activity was capitalized to the project. Although these investments
produced a loss, they had no affect on our net cash flow as all expenditures were included in the development budget and covered by construction draws. During 2010, we expect these communities to
commence lease up with increased losses until stabilized net operating results can be obtained.



Asset Management and Other Fees.Asset management fees for the years ended December 31, 2008 and 2007 were approximately
$0.9 million
and $0.2 million, respectively. These fees are based on the amount of our real estate investment and the time period in place. Accordingly, the increase is due to the timing and funded amounts
of our investments for 2008 compared to 2007.

Interest Expense.Interest expense for the years ended December 31, 2008 and 2007 was approximately $0 and $0.6 million,
respectively,
and was comprised of interest costs due for borrowings under the credit facility with Behringer Harvard Operating Partnership I LP. We entered into this credit facility in April 2007 and
borrowed a total of $36 million during 2007. This credit facility was terminated on December 20, 2007 and all amounts were paid in full. In the ordinary course of our business, we may
enter into borrowing arrangements in the future, which would create additional interest expenses; however, as of December 31, 2008, there is no credit facility or company borrowings in place.

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General and Administrative Expenses.General and administrative expenses for the years ended December 31, 2008 and 2007 were
approximately
$1.6 million and $0.4 million respectively, and included corporate general and administrative expenses incurred and reimbursable, as well as compensation of our board of directors,
auditing and tax fees, and legal fees. Significant increases in 2008 included new corporate legal and accounting allocations from our Advisor for $0.5 million, increased audit fees for
$0.3 million and directors and officers insurance expenses of $0.2 million related to our Initial Public Offering.

Organization Expense.Organization expense for the years ended December 31, 2008 and 2007 was approximately $9,500 and $50,000,
respectively.
In connection with the September 2, 2008 amendment to our advisory management agreement, we recorded the remaining unreimbursed organization costs. We do not expect any significant additional
organization expenses in the future. In 2007, related to our Private Offering, we had an obligation to pay a fixed fee of 1.5% of our gross private offering proceeds to our Advisor, which covered
organization and offering expenses incurred on our behalf. We recorded the pro-rated share of organization expenses embedded in the fee as an expense. The private offering was terminated
on December 28, 2007.

Interest Income.Interest income for the years ended December 31, 2008 and 2007 was approximately $0.9 million and
$0.3 million,
respectively, and primarily included interest earned on our bank deposits with funds from our Private Offering, which terminated on December 28, 2007, and to a lesser extent our Initial Public
Offering in 2008. During 2008, we had a higher average balance as compared to 2007, which was only partially offset by lower interest rates in 2008. Our average interest rates as of
December 31, 2008 and 2007 were 1.75% and 2.15%, respectively. Our interest income on bank deposits is a function of the timing and magnitude of our acquisition activity. As of
December 31, 2008, interest income on direct, wholly owned investments, primarily mezzanine loans, has not been significant.

Equity in Earnings of Investments in Unconsolidated Real Estate Joint Ventures.Equity in earnings of joint venture investments for the
years ended
December 31, 2008 and 2007 was approximately $4.3 million and $0.8 million, respectively, and included our share in earnings from our unconsolidated joint venture investments.
These net earnings increased due to the increased funding of investments and the acquisition of two joint venture investments. During 2008, we made $35.4 million of new investments in BHMP
CO-JVs. Of this amount, approximately $27.0 million related to loan investments
in Property Entities and approximately $8.4 million related to equity investments in Property Entities. A breakdown of our approximate equity earnings by type of underlying investments for the
years ended December 31, 2008 and 2007 are as follows (amounts in millions):

2008

2007Loan investments

$
5.4

$
1.2Equity investments


(1.1
)

(0.4
)Total

$
4.3

$
0.8


Earnings
from underlying loan investments increased due to investments in Property Entities for the Grand Reserve, Bailey's Crossing, and The Cameron. Our weighted-average interest rate
on the underlying loan investments was approximately 10.1% in 2008 and 9.7% in 2007. Equity in earnings from underlying equity investments was a loss in 2008 and related to one Property Entity that
was an operating property, The Reserve at Johns Creek Walk. A loss was recognized due to interest expense and depreciation exceeding net operating income for the project.

We
would expect our equity in earnings related to underlying loan investments to increase until the Property Entities have completed the project development, when, if the mezzanine loans
are converted to equity investments, our equity investments will increase. However, we anticipate equity investments

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to
report less earnings due to depreciation and interest expense exceeding net operating income for the Property Entity during the first years of operations. Accordingly, as the proportion of our
equity investments increases, we expect our net earnings in unconsolidated real estate joint ventures to decline
for an interim period and may even reflect a net loss. Even if underlying loan investments are not converted to equity interests, our earnings in unconsolidated real estate joint ventures may decline
due to restrictions on recording interest income, either due to deferral of interest or consolidation.

We
review our investments for impairment in accordance with our accounting policies. For the years ended December 31, 2009 and 2008, we have not recorded any impairment losses.
However, this conclusion could change in future periods based on changes in certain factors, primarily:



In
December 2009, Fairfield Residential LLC, a real estate operating company, ("Fairfield Residential") and certain of its affiliates filed for voluntary bankruptcy. Certain other
affiliates of Fairfield Residential that serve as the general partner for The Cameron and current limited partners of Bailey's Crossing and 55 Hundred were not part of the bankruptcy filing (the
"Fairfield Projects"). The Bailey's Crossing, 55 Hundred and The Cameron Property Entities were also not a part of the bankruptcy filing. The Bailey's Crossing and 55 Hundred Property Entity
restructurings and recapitalizations were completed prior to Fairfield Residential's bankruptcy and were not affected by the bankruptcy filing.

Because
Fairfield Residential has guaranteed repayment of The Cameron senior construction loan, as well as completion of the project for the senior construction loan, Fairfield
Residential's bankruptcy gave rise to an event of default under The Cameron senior construction loan agreement. As a result, The Cameron senior construction lender sent a default notice to The Cameron
Property Entity. These events in turn gave rise to an event of default under the BHMP CO-JV note receivable. To preserve its rights, the BHMP CO-JV also served a default notice
to The Cameron Property Entity related to its $19.3 million mezzanine loan. Through March 2010, the senior construction lender has continued to fund construction draws and has not exercised any
of its default remedies. If the senior construction

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lender
did exercise its default remedies, we expect to have an opportunity to (a) cure the default, (b) purchase the senior construction loan or (c) otherwise negotiate a solution
acceptable to the senior construction lender. However, there is no assurance that we would be able to restructure the senior construction loan including associated guarantees on terms that are
acceptable to The Cameron Property Entity owners and us. In addition, the senior construction lender's exercise of default remedies or the results of any restructuring negotiations may change our
analysis of the accounting for the investment, which could result in the BHMP CO-JV accounting for the investment as joint venture, or if the BHMP CO-JV is viewed as the
primary beneficiary, to consolidate the investment. However, we believe we have sufficient collateral, contractual remedies and other creditor rights for us to recover all of our investment in the
development project.

As
of December 31, 2009, management's assessment related to The Cameron BHMP CO-JV is that the loan investment is still properly accounted for as a loan. The
continuation of this accounting treatment is dependent on the resolution of the issues described above, and there can be no assurance as new facts and circumstances arise that different accounting
would not be required. A change in accounting could affect our recognition of earnings in future periods. As of December 31, 2009, no impairment charges related to our investments with respect
to any of the Fairfield Projects have been recorded.

Cash Flow Analysis

Cash and cash equivalents increased for the year ended December 31, 2009 by approximately $53.8 million as compared to a
decrease in cash and cash equivalents for the year ended December 31, 2008 of approximately $29.6 million. The increase in cash and cash equivalents is primarily due to our Initial
Public Offering which commenced in September 2008.



As of December 31, 2009, we had made investments in 20 multifamily communities, 12 in various stages of lease up or development
and eight operating multifamily communities. In 2009, we made three wholly owned multifamily acquisitions, where cash flows are reported on a consolidated basis rather than as equity investments. We
also began to receive proceeds from our Initial Public Offering in October 2008. As a result, our cash flows for the year ended December 31, 2009 reflect significant differences from the cash
flows for the year ended December 31, 2008.

Cash
flows provided by operating activities for the years ended December 31, 2009 and 2008 were $0.2 million and $2.4 million, respectively. The year ended
December 31, 2009 recognized a net loss as compared to a net income in 2008, primarily due to our 2009 acquisition expenses of approximately $3.4 million from our wholly owned
acquisitions and $1.5 million from our BHMP CO-JVs. Prior to 2009, acquisition expenses were not included in net income but included in cash flows from investing activities. Due to
our 2009 acquisitions of wholly owned real estate assets, we also benefited from depreciation and amortization related to these assets. During 2009, depreciation and amortization of real estate
related assets from both our wholly owned acquisitions and BHMP CO-JVs was approximately $7.6 million, with no similar amount in 2008. Distributions received from our investments
increased for the year ended December 31, 2009 primarily from interest income received from increased loan investments made through BHMP CO-JVs.

Cash
flows used in investing activities for the years ended December 31, 2009 and 2008 were $341.0 million and $35.4 million, respectively. During 2009, we acquired
three wholly owned multifamily communities for all cash. During 2009, we invested in seven new BHMP CO-JVs and contributed capital to three BHMP CO-JVs in connection with
restructurings of their investments in the respective Property Entities. During 2008, our primary investments in unconsolidated real estate joint ventures related to fulfilling our loan and equity
fundings of our ten BHMP CO-JV investments. As our Initial

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Public
Offering continues into 2010, we would expect our new acquisitions to increase. Also providing a source of investing cash flow for the year ended December 31, 2009 were BHMP
CO-JV distributions which were returns of investments in unconsolidated real estate joint ventures, primarily related to an excess contribution to the Veritas BHMP CO-JV funded
in 2008 and returned during 2009.

Cash
flows provided by financing activities for the years ended December 31, 2009 and 2008 was $394.5 million and $3.4 million, respectively. Financing activities
increased due to our Initial Public Offering commencing in September 2008. As our Initial Public Offering continues into 2010, we would expect proceeds from the sale of common stock to increase.
Additionally, financing activities increased due to obtaining new financing for one of our wholly owned multifamily communities. The acquisition of this community was initially funded entirely with
cash and then financed, receiving net proceeds of approximately $50.4 million. For the year ended December 31, 2009, distributions increased due to higher distribution rates and
increased common stock outstanding from our Initial Public Offering as compared to the same period in 2008. There was no capital raise for the nine months ended September 30, 2008. Our board of
directors increased the distribution rate from an effective annual rate of 6.5% to 7.0% in March 2009, resulting in increased distributions. As discussed above, we expect to fund increased
distributions from earnings on the increased amount of investments and, to the extent necessary, from the proceeds of our Initial Public Offering. Offering costs paid were significantly higher for the
year ended December 31, 2009, because offering costs paid are a factor of our common stock sales and our Advisor incurs greater costs in the initial phases of our offering.

In
accordance with the Statement of Policy Regarding Real Estate Investment Trusts published by the North American Securities Administrators Association, also known as the NASAA REIT
Guidelines, our charter requires that we monitor our expenses on a trailing twelve-month basis. Our charter defines the following terms and requires that our Total Operating Expenses ("TOE") are
deemed to be excessive if at the end of any quarter they exceed for the prior trailing twelve month period the greater of 2% of our Average Invested Assets ("AIA") or 25% of our Net Income ("NI"). For
the trailing twelve months ended December 31, 2009, TOE of approximately $6.7 million exceeded 2% of our AIA (which was approximately $3.9 million) by approximately
$2.8 million. Our board of directors, including all of our independent directors, have reviewed this analysis and unanimously determined the excess to be justified considering that we are
currently in our acquisition and development stage, that certain investments are not stabilized and that we are continuing to raise capital for our Initial Public Offering of common stock where the
expenses incurred as a result of being a public company for audit and legal services, director and officer liability insurance and fees for board of directors are disproportionate to the Company's AIA
and NI.



As of December 31, 2008, we made BHMP CO-JV investments in nine properties under development and one joint venture
interest in an operating multifamily community. We began to receive proceeds from our Private Offering in April 2007, which terminated on December 28, 2007. We began acquiring interests in real
estate in April 2007. As a result, our cash flows for the year ended December 31, 2008 reflect significant differences from the cash flows for the year ended December 31, 2007.

Cash
flows provided by operating activities for the year ended December 31, 2008 were $2.4 million compared to $0.2 million in 2007. The increase was due to
additional BHMP CO-JV investments in 2008, which were proportionally outstanding longer than compared to 2007. In 2008, we received operating distributions from BHMP CO-JVs of
$4.3 million compared to $0.8 million in 2007. This was partially offset by additional asset management fees and general and administrative costs related to additional BHMP
CO-JVs.

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Cash
flows used in investing activities for the year ended December 31, 2008 were $35.4 million compared to $60.8 million in 2007. Our primary investing activity is
investment acquisitions or fundings, which are largely dependent on our capital raises. During 2007, we were investing proceeds from our Private Offering, which expired in December 2007. These
proceeds provided the funding source for our 2007 acquisitions with funds not spent carrying over to 2008. We did not commence our Initial Public Offering until September 2008; therefore, new proceeds
were not available earlier in the year. Consequently, investments in 2008 were down compared to 2007. Also providing a source of investing cash flow in 2008 were BHMP CO-JV distributions
in 2008, which were in excess of the equity earnings in unconsolidated joint ventures. These are presented as an investing activity and not cash flows from operating activity.

Cash
flows from financing activities for the year ended December 31, 2008 were $3.4 million compared to $113.9 million in 2007. Financing activities decreased from
2007 to 2008 due to our Private Offering continuing through December 2007 and our Initial Public Offering not beginning until September 2008. Distributions in 2008 were higher than 2007 due to higher
distribution rates and increased common stock outstanding. Offering costs paid were significantly higher in 2007 compared to 2008 because offering costs paid are a factor of our common stock sales.
Also, in 2007 we received financing cash flows from our credit facility. These amounts were repaid in December 2007 from proceeds of our capital raises.

Liquidity and Capital Resources



Our principal demands for funds will continue to be investments in multifamily communities, on our own or through joint ventures, and
for the payment of operating expenses and distributions. Generally, cash needs for items other than our investments are expected to be met from operations, and cash needs for our investments,
including acquisition expenses, are expected to be met from the net proceeds from our Initial Public Offering and other offerings of our securities as well as mortgages secured by our real estate
investments. However, there may be a delay between the sale of our shares, making investments in real estate and loans and the receipt of income from such investments, which could result in a delay in
the benefits to our stockholders of returns generated from our operations. During this period, we may decide to temporarily invest any uninvested proceeds in investments at lower returns than our
targeted investments in real estate and real estate-related assets. These lower returns may affect our ability to make distributions or the amount actually disbursed.

Unlike
other real estate types, multifamily financing is available at favorable rates for well capitalized, stabilized properties. During 2009, we and our Co-Investment
Ventures amended or acquired new financing of approximately $166.5 million at an average interest rate of 5.1%. However, if we are unable to borrow monies on terms and conditions that we find
acceptable, we likely will have to reduce the number of properties we can purchase, and the return on the properties we do purchase likely will be lower. In addition, we may find it difficult, costly
or impossible to refinance indebtedness that is maturing. If interest rates are higher when the properties are refinanced, we may not be able to finance the properties and our income could be reduced.

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Our primary indicators of short-term liquidity are our cash and cash equivalents and the proceeds from our Initial Public
Offering. As of December 31, 2009, our cash and cash equivalents balance was $77.5 million, compared to $23.8 million as of December 31, 2008. On a daily basis, cash is
primarily affected by our net proceeds from our Initial Public Offering. Since September 5, 2008, we sold approximately 43.1 million shares of our common stock with gross proceeds of
approximately $430.4 million. Although there can be no assurance, we expect our sales of shares of common stock in our Initial Public Offering to increase in 2010. For the year ended
December 31, 2009, we received gross proceeds from our Initial Public Offering, including our DRIP, of approximately $419.5 million. We also expect our operating cash flows to increase
from a full year of operations from our 2009 acquisitions and as additional investments are added to our portfolio.

Our
cash and cash equivalents are invested in bank demand deposits, bank money market accounts and a high grade money market fund. We manage our credit exposure by diversifying our
investments over several financial institutions.

Our
primary operating expenditures are payments for asset management fees and general and administrative expenses. We currently meet these obligations from cash flow from operating
activities. Because we evaluate our investments fully loaded for all costs, we primarily fund acquisition expenses from the proceeds of our Initial Public Offering. As the amount of our real estate
investments increases, we would expect these expenses to also increase. Depending on the timing and magnitude, we may evaluate other short-term financing options, including working capital
and acquisition credit facilities.



Our primary funding source for investments is the proceeds we receive from our Initial Public Offering. In the offering, we seek to
raise up to $2 billion in gross proceeds from our primary offering and $475 million in gross proceeds from our DRIP. Total offering expenses are expected to be approximately 11% of the
gross proceeds from our primary offering, netting approximately 89% that is generally available for new investment, before funding of distributions and other operations as discussed above. We expect
offering expenses from our DRIP offering to be immaterial. Through December 31, 2009, we have raised total gross proceeds from our Initial Public Offering of approximately $430.4 million
and paid related offering costs of approximately $55.5 million.

We
may increase the number and diversity of our investments by entering into joint ventures with partners such as the BHMP Co-Investment Partner. Through December 31,
2009, we and the BHMP Co-Investment Partner have contributed approximately $279.5 million and $211.6 million, respectively, to the BHMP CO-JVs for acquisition of
investments, primarily equity investments and mezzanine loans in multifamily communities. As of December 31, 2009, the BHMP Co-Investment Partner has a remaining contractual
commitment of approximately $10.3 million to BHMP CO-JVs. For us to realize the commitment, we would generally be expected to contribute approximately $15.7 million to BHMP
CO-JVs. We anticipate raising this capital and capital for future BHMP CO-JVs from our continuing proceeds of our Initial Public Offering. There is no assurance that we will be
able to raise sufficient capital to meet these requirements, and consequently, all or portions of the BHMP Co-Investment Partner commitment may not be available to us. See the following
section below entitled "Off-Balance Sheet Arrangements and Contractual Obligations" for further discussion of our contractual contingencies.

For
each equity investment, we will also evaluate the use of new or existing property debt. Accordingly, depending on how the investment is structured, we may utilize financing at our
parent company level (primarily related to our wholly owned investments), at the BHMP CO-JV level or at the Property Entity level, where there are unaffiliated third-party partners. Based
on current market

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conditions
and our investment and borrowing policies, we would expect our share of property debt financing to be approximately 60% at the completion of our Initial Public Offering and stabilization of
our portfolio. If property debt is used on wholly owned properties, we expect it to be secured by the property, including rents and leases. BHMP CO-JV and Property Entity level debt, which
is also secured by the property, including rents and leases, has been used as construction financing for six Property Entities and for four operating properties. Property Entity debt or BHMP
CO-JV level debt is not an obligation or contingency for us (other than standard indemnities related to administrative matters that are substantially within our control or considered
outside of our normal course of business) but does allow us to increase our access to capital. We will generally seek non-recourse financing, particularly for stabilized communities. As of
December 31, 2009, all of our debt is individually secured property debt.

The
total carrying amount of debt, including our approximate pro rata share is summarized as follows (amounts in millions):

Total Carrying
Amount

Weighted Average
Interest Rate

Maturity Dates

Our Approximate
ShareParent Company Level:Permanent mortgagesfixed interest rates

$
51.3

4.72%

2016

$
51.3BHMP CO-JV Level:Permanent mortgagesfixed interest rates


110.1

5.23%

2011 to 2016


60.6Property Entity Level:Construction loansvariable interest rates


261.3

Monthly LIBOR
+ 2.28%

2010 to 2013


88.6Permanent mortgagesfixed interest rates


23.0

6.46%

2013


11.8Total

$
445.7





$
212.3


---



Contractual
principal payments for each of the five years from December 31, 2009 are as follows (in millions):

Parent
Company Level

BHMP CO-JV Level

Property Entity Level2010

$


$
1.2

$
69.42011

$


$
25.3

$
103.42012

$


$
1.7

$
36.72013

$


$
56.7

$
74.82014 and thereafter

$
51.3

$
25.2

$



We
would expect to refinance these borrowings at or prior to their respective maturity dates. There is no assurance that at those times market terms would allow financings at comparable
interest rates or

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leverage
levels. As a part of the BHMP CO-JV governing agreements, the BHMP CO-JV's will not have individual or aggregate permanent financing leverage greater than 65% of the
BHMP CO-JV property fair values unless the BHMP Co-Investment Partner approves a greater leverage rate. In addition, we would anticipate that for some of these properties,
lower leverage levels may be necessary which may require additional contributions from us or the BHMP CO-JVs. We expect to use proceeds from our Initial Public Offering to fund any such
capital contributions.

Other
potential future sources of capital may include proceeds from secured or unsecured financings, arrangements with other joint venture partners, proceeds from the sale of our
investments, if and when they are sold, and undistributed cash flow from operating activities. For our unsecured wholly owned properties, we may obtain financing through individual mortgages or credit
facilities collateralized by individual or pooled wholly owned communities. In 2009, we closed on $51.3 million of financing collateralized by our real estate investment in The Gallery at NoHo
Commons. The mortgage loan payable has a term of seven years with interest-only payments at an annual rate of 4.72%. As of December 31, 2009, we currently have wholly owned
communities with a purchase price of approximately $54.3 million that are not encumbered by any secured debt. In addition, BHMP CO-JVs have wholly owned communities with a purchase
price of approximately $229.7 million that are not encumbered by any secured debt. During the first quarter of 2010, we and certain BHMP CO-JVs closed on approximately
$95.1 million of financings collateralized by four multifamily communities. The mortgage loans payable had terms of five to seven years with interest rates ranging from 4.21% to 5.21%. We
intend to invest our share of the proceeds of $44.7 million in additional multifamily investments.

For
each equity investment made by us or by the applicable BHMP CO-JV or Property Entity, we will also evaluate requirements for capital expenditures. Of the 20 multifamily
communities in which we have invested as of December 31, 2009, two are in development projects that we invested through BHMP CO-JVs. With respect to these investments, we expect the
construction financing for the Property Entities to significantly meet all remaining funding requirements. We also have invested through BHMP CO-JVs in three multifamily communities in
lease up that do not currently have financing in place. We expect to place financing on these multifamily communities after stabilization. Until then, the BHMP CO-JV partners will be
required to fund certain construction costs. Our share of these contractual costs are estimated to be $0.9 million. For the remaining multifamily communities, due to their recent construction,
property capital expenditures are not expected to be significant in the near term. When they do occur, we would expect recurring capital expenditures to be funded from our or the Property Entities'
cash flow from operating activities. For non-recurring capital expenditures, we would look to the capital sources noted above. As of December 31, 2009, neither we nor any of the
BHMP CO-JVs have any other significant commitments for property capital expenditures for operating multifamily communities.

Subsequent
to year ended December 31, 2009, we acquired two wholly owned multifamily communities, one located in Santa Rosa, California, and one in the Tyson Corner area in
McLean, Virginia from unaffiliated sellers. The purchase price for the two communities was approximately $106.9 million, excluding closing costs. Mortgage debt of $26.8 million was
assumed in connection with the Santa Rosa multifamily community acquisition. The mortgage loan payable bears interests at 4.63%. Acquisition expenses of approximately $2.1 million were
recognized. The Multifamily community located in McLean, Virginia consists of 131 units and 66,000 square feet of retail currently occupied by a grocery store.

Subsequent
to year ended December 31, 2009, we acquired, through a newly formed BHMP CO-JV, a multifamily community located in Denver, Colorado from an unaffiliated
seller. The purchase price was approximately $52.0 million, excluding closing costs. No mortgage debt was assumed in connection with the acquisition. Acquisition expenses of approximately
$0.6 million were recognized. Our equity interest in the BHMP CO-JV was 55% and we contributed approximately $28.6 million to

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the
BHMP CO-JV to fund our portion of the acquisition. Subsequent to the acquisition, we closed on a $28.6 million mortgage loan payable secured by the property. The mortgage loan
payable bears interest at 4.23%.

Subsequent
to year ended December 31, 2009, we closed on a $15.8 million mortgage loan payable. The mortgage loan payable bears interest at 5.21% and matures on
March 1, 2017. The mortgage loan payable is secured with wholly owned assets that as of December 31, 2009 had a carrying value of approximately $27.9 million.

Subsequent
to year ended December 31, 2009, a BHMP CO-JV in which we hold a 55% ownership interest closed on a $23.9 million mortgage loan payable. The mortgage
loan payable bears interest at 4.21% and matures on March 1, 2015. The mortgage loan payable is secured with BHMP CO-JV assets that as of December 31, 2009 had a carrying
value of approximately $48.1 million.

On
March 26, 2010, we closed on a $150.0 million credit facility. We intend to use the facility for general corporate and working capital purposes, including, but not
limited to financing further acquisitions and placing debt on communities we initially purchase in all-cash transactions. The credit facility matures on April 1, 2017. Draws under the facility
will be secured by multifamily communities directly owned by our subsidiaries, and those properties will comprise a collateral pool under the credit agreement. The aggregate borrowings under the
facility is limited to 70% of the value of the collateral pool. Currently, the collateral pool includes only Grand Reserve Orange; we may add and remove multifamily communities from the collateral
pool in compliance with requirements under the credit agreement. The carrying value of wholly owned assets collateralizing the facility is approximately $25.1 million.

Borrowing
tranches under the credit facility bear interest at a "base rate" (calculated as either the one-month or three-month LIBOR rate plus the applicable margin). As of
March 26, 2010, the base rate for the first borrowing tranche was 2.33% based on one-month LIBOR. The loan requires monthly interest-only payments. The current amount
outstanding under the credit facility is $10.0 million.

The
credit agreement contains customary provisions in respect of events of default, affirmative, negative and financial covenants and representations, warranties and borrowing
conditions. In particular, the credit agreement requires us to maintain consolidated net worth of at least $150.0 million, liquidity of at least $15.0 million and net operating income of
the collateral pool to be no less than 155% of the facility debt service cost.

Distributions

The cash distributions paid in the years ended December 31, 2009 and 2008 were approximately $11.5 million and
$5.7 million, respectively. Distributions funded through the issuance of shares under our DRIP for the years ended December 31, 2009 and 2008 were approximately $8.8 million and
$0.2 million, respectively. For the years ended December 31, 2009 and 2008, cash flow from operating activities was approximately $0.2 million and $2.4 million,
respectively. For the years ended December 31, 2009 and 2008, cash amounts distributed to stockholders exceeded cash flow from operating activities by $11.3 million and
$3.3 million, respectively. Such differences were funded from proceeds from our Initial Public Offering. For more information about our distributions and our distribution policy, see
Item 5, "Market for Registrant's Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity SecuritiesDistributions" of this Annual Report on
Form 10-K.

Off-Balance Sheet Arrangements

As of December 31, 2009, consolidated BHMP CO-JV borrowings include three BHMP CO-JV level borrowings
and three Property Entity level borrowings that meet the requirements of consolidated BHMP CO-JV borrowings as of December 31, 2009. The lenders for these borrowings have no

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recourse
to us (other than non-recourse, carve-out guarantees such as environmental conditions, misuse of funds and material misrepresentation). As of December 31, 2009,
no events of default have occurred on these borrowings. The following table summarizes these borrowings (amounts in millions):

BHMP CO-JV Borrowings

Loan Amount

Loan Type

Interest Rate

Maturity DateHalstead

$
24.0

Interest-only

6.17% - fixed

September 2011Waterford Place


60.1

Interest & principal

4.83% - fixed

May 2013Burroughs's Mill Apartment Homes


26.0

Interest-only

5.29% - fixed

October 2016Total

$
110.1




Property Entity Level Borrowings

Loan Amount

Loan Type

Interest Rate

Maturity DateBailey's Crossing

$
61.1

Interest-only

Monthly LIBOR + 275

November 2011The Reserve at Johns Creek Walk


23.0

Interest-only

6.46% - fixed

March 201355 Hundred


52.7

Interest-only

Monthly LIBOR + 300

November 2013Total

$
136.8


A
total of $47.0 million of the borrowings require maintenance of certain operating performance levels. As of December 31, 2009, we believe all the BHMP CO-JVs
were in compliance with all such requirements.

As
of December 31, 2009, six of the BHMP CO-JVs had made mezzanine or mortgage loan investments in Property Entities. These Property Entities and their affiliates have
provided the BHMP CO-JVs with collateral interests in the underlying properties, development projects, improvements, their interests in the Property Entities and/or financial and
performance guarantees of the developer and certain of its affiliates. These Property Entities have also obtained additional financing that is senior to our mezzanine or mortgage loan investments,
including for certain BHMP CO-JV's, their equity investment. The senior loans with the respect to these Property Entities, as well as other senior loans in other Property Entities, are
secured by the developments and improvements and may be further secured with repayment and completion guarantees from the unaffiliated developers or their affiliates. We or the BHMP CO-JVs
have no contractual obligations on these senior level financings obtained by the Property Entities. These senior level financings have rates and terms that are different from our loan investment rates
and terms. In addition, financial institutions behind these loans have independent unfunded obligations under the loan terms.

We
have no other off-balance sheet arrangements that are reasonably likely to have a current or future material effect on our financial condition, changes in financial
condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

Contractual Obligations

In the ordinary course of business, we and/or Co-Investment Ventures (all of which were BHMP CO-JVs as of
December 31, 2009) contract with unaffiliated commercial property development companies and provide equity and/or loans for a particular project (our "Project Commitments"). We generally fund
an initial amount under our Project Commitments at contract inception and fund additional amounts as construction progresses, typically spanning one to three years. As of December 31, 2009, the
BHMP CO-JVs held contracts for equity investments and/or loans with a total commitment amount from its partners of approximately $517.0 million, and the BHMP CO-JVs have
received approximately $491.1 million. The BHMP CO-JVs will require additional capital from us and

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the
BHMP Co-Investment Partner in order to fund the remaining commitments of $25.9 million. Our share of the unfunded commitments is $15.7 million.

We
have contractual obligations related to our mortgage loan payable. The following table summarizes our primary contractual obligations as of December 31, 2009 (amounts in
millions):

Mortgage loan

Total

2010

2011

2012

2013

2014

ThereafterPrincipal payments

$
51.3

$


$


$


$


$


$
51.3Interest expense


16.6


2.4


2.4


2.4


2.4


2.4


4.6Total

$
67.9

$
2.4

$
2.4

$
2.4

$
2.4

$
2.4

$
55.9


The
BHMP CO-JVs may become obligated to purchase all or a portion of the interests on two Property Entities under contingent sell options held by other investors on the
Property Entities: The Cameron and Grand Reserve. The options are generally exercisable after completion of the development and for a period of three years thereafter. The option price is set by
agreement and is either based on the fair value of the project at exercise or the cost of the project as defined in the respective agreement. As this amount is based on future events, we are not able
to estimate this amount if exercised; however, the estimated cost is approximately $51.8 million. The amount of cash required to fund these purchase options may be substantially less than the
option price due to the applicable BHMP CO-JV's notes receivable investment, assumption of existing Property Entity financing and new financing sources. As of December 31, 2009, no
sell options are exercisable.

Each
of the seven BHMP CO-JV equity investments that include unaffiliated third-party partners also includes buy/sell provisions. Under these provisions and during specific
periods, a partner could make an offer to purchase the interest of the other partner and the other partner would have the option to accept the offer or purchase the offering partner's interest at that
price. As of December 31, 2009, no such offers are outstanding.

The
Bailey's Crossing BHMP CO-JV may become obligated to purchase a limited partnership interest in the Bailey's Crossing BHMP CO-JV at a price set through an
appraisal process. The obligation is for a one-year period commencing November 2011. As this amount is based on future events and valuations, we are not able to estimate this amount if
exercised; however, the limited partner's invested capital as of December 31, 2009 is approximately $11.8 million.

In
the ordinary course of business, the multifamily communities in which we have investments may have commitments to provide affordable housing. Under these arrangements, we generally
receive from the resident a below-market rent, which is determined by a local or national authority. In certain arrangements, a local or national housing authority makes payments covering some or
substantially all of the difference between the restricted rent paid by residents and market rents. In connection with our acquisition of The Gallery at NoHo Commons, we assumed an obligation to
provide affordable housing through 2048. As partial reimbursement for this obligation, the housing authority will make level annual payments of approximately $2.0 million through 2028 and no
reimbursement for the remaining 20-year period. We may also be required to reimburse the housing authority if certain operating results are achieved on a cumulative basis during the term
of the agreement. At the acquisition, we recorded a liability of $14.0 million based on the fair value of terms over the life of the agreement. We will record rental revenue from the housing
authority on a straight line basis, recognizing a portion of the collections from deferred lease revenues. As of December 31, 2009, we have recorded approximately $1.6 million in
deferred lease revenues and other liabilities, and for the
year ended December 31, 2009, we have recognized $0.3 million of deferred revenue amortization related to our The Gallery at NoHo Commons affordable housing obligations.

Our
board of directors has authorized a share redemption program. During the year ended December 31, 2009, we redeemed 304,353 shares of common stock for approximately
$2.5 million. We

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have
funded and intend to continue funding these redemptions from our Initial Public Offerings. For more information about our share redemption program, see Item 5, "Market for Registrant's
Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity SecuritiesShare Redemption Program" of this Annual Report on Form 10-K.

Funds from Operations and Modified Funds from Operations

Funds from operations ("FFO") is a non-GAAP performance financial measure that is widely recognized as a measure of REIT
operating performance. We use FFO as defined by the National Association of Real Estate Investment Trusts to be net income (loss), computed in accordance with GAAP excluding extraordinary items, as
defined by GAAP, and gains (or losses) from sales of property (including deemed sales and settlements of pre-existing relationships), plus depreciation and amortization on real estate
assets, and after related adjustments for unconsolidated partnerships, joint ventures and subsidiaries and noncontrolling interests. We believe that FFO is helpful to our investors and our management
as a measure of operating performance because it excludes real estate-related depreciation and amortization, gains and losses from property dispositions, and extraordinary items, and as a result, when
compared year to year, reflects the impact on operations from trends in occupancy rates, rental rates, operating costs, development activities, general and administrative expenses, and interest costs,
which are not immediately apparent from net income. Historical cost accounting for real estate assets in accordance with GAAP implicitly assumes that the value of real estate and intangibles
diminishes predictably over time. Since real estate values have historically risen or fallen with market conditions, many industry investors and analysts have considered the presentation of operating
results for real estate companies that use historical cost accounting alone to be insufficient. As a result, our management believes that the use of FFO, together with the required GAAP presentations,
is helpful for our investors in understanding our performance. Factors that impact FFO include start-up costs, fixed costs, delay in buying assets, lower yields on cash held in accounts,
income from portfolio properties and other portfolio assets, interest rates on acquisition financing and operating expenses. In addition, FFO will be affected by the types of investments in our and/or
our Co-Investment Ventures' portfolios, which include, but are not limited to, equity and mezzanine, mortgage and bridge loan investments in existing operating properties and properties in
various stages of development and the accounting treatment of the investments in accordance with our accounting policies.

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In addition to FFO, we use modified funds from operations ("Modified Funds from Operations" or "MFFO") which excludes from FFO acquisition expenses, impairment
charges and adjustments to fair value for derivatives not qualifying for hedge accounting, to further evaluate our operating performance. We believe that MFFO with these adjustments, like those
already included in FFO, is helpful as a measure of operating performance because it excludes costs that management considers more reflective of investing activities or non-operating
valuation changes. As explained below, management's evaluation of our operating performance excludes the items considered in the calculation based on the following economic
considerations:



By
providing MFFO, we believe we are presenting useful information that assists investors to better align their analysis with management's analysis of long-term, core
operating activities. MFFO also provides useful information in analyzing comparability between reporting periods. Because MFFO is primarily affected by the same factors as FFO but without
non-operating valuation changes, we believe fluctuations in MFFO are more indicative of changes in operating activities, and MFFO is more comparable in evaluating our performance over time
and as compared to other real estate companies, which may not be as involved in acquisition activities and derivatives or as affected by impairments.

FFO
or MFFO should not be considered as an alternative to net income (loss), as an indication of our liquidity, nor is either indicative of funds available to fund our cash needs,
including our ability to make distributions; both should be reviewed in connection with other GAAP measurements. MFFO also excludes impairment charges and unrealized gains and losses related to fair
value adjustments for derivatives not qualifying for hedge accounting. Although the related holdings are not held for sale or

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used
in trading activities, if the holdings were sold currently, it could affect our operating results. Our FFO and MFFO as presented may not be comparable to amounts calculated by other REITs.

For
the year ended December 31, 2009, MFFO per share was impacted by the increase in net proceeds realized from our existing offering of shares. For the year ended
December 31, 2009, we issued 42.1 million shares of our common stock, increasing our outstanding shares by 274%. The proceeds from this issuance were temporarily invested in
short-term cash equivalents until they could be invested in multifamily communities. Due to lower interest rates on cash equivalent investments, interest earnings were minimal. We expect
to invest these proceeds in higher-earning multifamily community investments consistent with our investment policies.

Our
MFFO was also impacted by our real estate investments in development and lease ups. Until these investments reach stabilization, property operating costs and interest expense in
excess of rental revenue will adversely impact MFFO per share. We believe our investment basis in these multifamily communities is favorable. For example, our BHMP CO-JVs' investments in
Forty55 Lofts, San Sebastian and Cyan/PDX, high quality projects acquired at below-replacement value, require a lease-up period to achieve stabilization. When stabilized, these assets will
be well positioned for long-term returns. We believe these investments and our other development investments will add value to our stockholders over our longer-term investment
horizon, even if this results in less current-period earnings. See the "Results of Operations" section above for a quantification of the results of our lease ups and development investments.

The
following section presents our calculation of FFO and MFFO and provides additional information related to our operations (in millions, except per share amounts):

2009

2008

2007Net income (loss)

$
(8.3
)
$
2.6

$
(0.2
)Real estate depreciation and amortization


7.6


1.1


0.5FFO


(0.7
)

3.7

$
0.3Acquisition expenses


5.0





MFFO

$
4.3

$
3.7

$
0.3GAAP weighted average common shares


32.5


14.4


2.7MFFO per share

$
0.13

$
0.26

$
0.11




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Provided
below is additional information related to our GAAP net income, which may be helpful in assessing our operating results:



As
noted above, we believe FFO and MFFO are helpful to investors and our management as measures of operating performance. FFO and MFFO are not indicative of our cash available to fund
distributions since other uses of cash, such as capital expenditures and principal payment of debt related to investments in unconsolidated real estate joint ventures, are not deducted when
calculating FFO and MFFO.

New Accounting Pronouncements

In June 2009, the Financial Accounting Standards Board ("FASB") issued an amendment to the authoritative guidance on the consolidation
of variable interest entities. This guidance eliminates exceptions to consolidating qualifying special purpose entities, contains new criteria for determining the primary beneficiary, and increases
the frequency of required reassessments to determine whether a company is the primary beneficiary of a variable interest entity. This guidance also contains a new requirement that any term,
transaction, or arrangement that does not have a substantive effect on an entity's status as a variable interest entity, a company's power over a variable interest entity, or a company's obligation to
absorb losses or its rights to receive benefits of an entity must be disregarded in evaluating whether an entity is a variable interest entity. This guidance is applicable for annual periods after
November 15, 2009 and interim periods thereafter. The adoption of this guidance will not have a material impact on our consolidated financial statements.

In
May 2009, the FASB issued authoritative guidance for subsequent events. This guidance establishes general standards of accounting for and disclosure of events that occur after the
balance sheet date but before financial statements are issued or are available to be issued.

In
April 2009, the FASB issued additional authoritative guidance for estimating fair value when the volume and level of activity for the asset or liability have significantly decreased.
Based on this guidance, if an entity determines that the level of activity for an asset or liability has significantly decreased and that a transaction is not orderly, further analysis of transactions
or quoted prices is needed, and a significant adjustment to the transaction or quoted prices may be necessary to estimate fair value. This guidance is to be applied prospectively and is effective for
interim and annual periods

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after
June 15, 2009 with early adoption permitted for periods after March 15, 2009. The adoption of this guidance did not have a material impact on our consolidated financial statements.

Inflation

The real estate market has not been affected significantly by inflation in the past several years due to a relatively low inflation
rate. The majority of our fixed-lease terms are less than 12 months and reset to market if renewed. The majority of our leases also contain protection provisions applicable to reimbursement
billings for utilities. Should inflation return, due to the short term nature of our leases, multifamily investments are considered good inflation hedges.

REIT Tax Election

We have elected to be taxed as a REIT under Sections 856 through 860 of the Code and have qualified as a REIT since the year
ended December 31, 2007. To qualify as a REIT, we must meet a number of organizational and operational requirements, including a requirement that we distribute at least 90% of our REIT taxable
income to our stockholders. As a REIT, we generally will not be subject to federal income tax at the corporate level. We are organized and operate in such a manner as to qualify for taxation as a REIT
under the Code, and we intend to continue to operate in such a manner, but no assurance can be given that we will operate in a manner so as to remain qualified as a REIT.

Item 7A.    Quantitative and Qualitative Disclosures About Market Risk

We are exposed to interest rate changes as a result of long-term debt used by us, the BHMP CO-JVs and the
Property Entities. Our interest rate risk management objectives are mainly to limit the impact of interest rate changes on earnings and cash flows and to lower overall borrowing costs. To achieve
these objectives, borrowings are made primarily at fixed rates or variable rates with the lowest margins available and, in some cases, variable rates that may be converted to fixed rates. With regard
to variable-rate financing, we will assess interest rate cash flow risk by continually identifying and monitoring changes in interest rate exposures that may adversely impact expected
future cash flows and by evaluating hedging opportunities.

As
of December 31, 2009, we had $51.3 million of outstanding debt on one of our wholly owned communities at a fixed interest rate of 4.7%. Our BHMP CO-JVs with
wholly owned properties and our BHMP CO-JVs with equity in Property Entities had funded aggregate senior debt of approximately $110.1 million and $284.3 million, respectively
(which amount consists of third-party first mortgages and construction loans and excludes loans made to the Property Entities by the BHMP CO-JVs or us). Of this amount, approximately
$133.1 million was at a fixed interest rate and $261.3 million was at variable interest rates with a weighted average of monthly LIBOR plus 2.28%.

As
of December 31, 2009, we have only one wholly owned note receivable with a carrying value of approximately $2.4 million and a fixed interest rate of 10.0%. Our BHMP
CO-JVs had notes receivable from Property Entities of approximately $83.2 million, all of which were at fixed rates, with a weighted average interest rate of 10.6%.

As
of December 31, 2009, we also had approximately $77.5 million of bank deposits and money market accounts. During 2008 and 2009, the interest rates on these accounts
significantly decreased, and as of December 31, 2009, had a weighted average interest rate of approximately 1.2%. Given that current interest rate levels are at historically low levels, we
believe that any additional decreases in interest rates would not significantly affect our net income. However, if interest rates were to increase, we could earn a higher return on our cash and cash
equivalents.

Interest
rate fluctuations will generally not affect our future earnings or cash flows on our fixed rate debt or fixed rate real estate loan receivable unless such instruments mature or
are otherwise

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terminated.
However, interest rate changes will affect the fair value of our fixed rate instruments. Conversely, movements in interest rates on variable rate debt and loans receivable would change our
future earnings and cash flows but not significantly affect the fair value of those instruments. As we do not expect to trade or sell our fixed rate debt instruments prior to maturity and the amounts
due under such instruments would be limited to the outstanding principal balance and any accrued and unpaid interest, we do not expect that fluctuations in interest rates would have a significant
impact on our fixed rate debt instruments.

We
do not have any foreign operations and thus we are not exposed to foreign currency fluctuations as of December 31, 2009.

Item 8.    Financial Statements and Supplementary Data.

The information required by this Item 8 is included in our Consolidated Financial Statements beginning on
page F-1 of this Annual Report on Form 10-K.

Item 9.    Change in and Disagreements With Accountants on Accounting and Financial Disclosure.

None.

Item 9A(T).    Controls and Procedures.



As required by Rule 13a-15(b) and Rule 15d-15(b) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), our management, including our Chief Executive Officer and Chief Financial Officer, evaluated, as of December 31, 2009, the effectiveness of our disclosure controls
and procedures as defined in Exchange Act Rule 13a-15(e) and Rule 15d-15(e). Based on that evaluation, our Chief Executive Officer and Chief Financial Officer
concluded that our disclosure controls and procedures were effective as of December 31, 2009 to provide reasonable assurance that information required to be disclosed by us in this report is
recorded, processed, summarized and reported within the time periods specified by the rules and forms of the Exchange Act and is accumulated and communicated to management, including the Chief
Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosures.

We
believe, however, that a controls system, no matter how well designed and operated, cannot provide absolute assurance that the objectives of the controls system are met, and no
evaluation of controls can provide absolute assurance that all control issues and instances of fraud or error, if any, within a company have been detected.



Management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Exchange
Act Rules 13a-15(f) and 15d-15(f)). Our management, including our Chief Executive Officer and Chief Financial Officer, evaluated, as of December 31, 2009, the
effectiveness of our internal control over financial reporting using the framework in Internal ControlIntegrated Framework issued by the Committee of Sponsoring Organizations of the
Treadway Commission. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our internal controls, as of December 31, 2009, were effective in providing
reasonable assurance regarding reliability of financial reporting

This
annual report does not include an attestation report of the Company's registered public accounting firm regarding internal control over financial reporting. Management's report was
not subject to attestation by our registered public accounting firm pursuant to temporary rules of the

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Securities
and Exchange Commission that permit the Company to provide only management's report in this annual report.



There have been no changes in internal control over financial reporting during the year ended December 31, 2009 that have
materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Item 9B.    Other Information.

None.

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PART III

Item 10.    Directors, Executive Officers and Corporate Governance.

Directors

Because our directors take a critical role in guiding our strategic direction and oversee our management, they must demonstrate
broad-based business and professional skills and experiences, concern for the long-term interests of our stockholders, and personal integrity and judgment. In addition, our directors must
have time available to devote to board activities and to enhance their knowledge of our industry. As described further below, we believe our directors have the appropriate mix of experiences,
qualifications, attributes and skills required of our board members in the context of the current needs of our company.

Robert M. Behringer, 61,is our Chairman of the Board and a director. Mr. Behringer is also the founder, sole manager and Chief
Executive Officer of Behringer Harvard Holdings, LLC, the indirect parent company of our advisor. Mr. Behringer also serves as Chairman of the Board and a director of Behringer Harvard
REIT I, Inc. ("Behringer Harvard REIT I"), Behringer Harvard REIT II, Inc. ("Behringer Harvard REIT II") (as of the date of this Annual Report on Form 10-K, its
initial registration statement had been filed, but not yet declared effective), Behringer Harvard Opportunity REIT I, Inc. ("Behringer Harvard Opportunity REIT I") and Behringer Harvard
Opportunity REIT II, Inc. ("Behringer Harvard Opportunity REIT II"), all publicly registered real estate investment trusts. In addition to overseeing various real estate transactions, as an
officer and director of Behringer Harvard-sponsored programs and their advisors, Mr. Behringer has overseen the acquisition, structuring and management of various types of real estate-related
loans, including mortgages and mezzanine loans. Since 2002, Mr. Behringer has been a general partner of Behringer Harvard Short-Term Opportunity Fund I LP ("Behringer Harvard
Short-Term Opportunity Fund") and Behringer Harvard Mid-Term Value Enhancement Fund I LP ("Behringer Harvard Mid-Term Value Enhancement Fund"), each a
publicly registered real estate limited partnership. Mr. Behringer also controls the general partners of Behringer Harvard Strategic Opportunity Fund I LP ("Behringer Harvard Strategic
Opportunity Fund I") and Behringer Harvard Strategic Opportunity Fund II LP ("Behringer Harvard Strategic Opportunity Fund II"), private real estate limited partnerships. Since 2001,
Mr. Behringer also has been the Chief Executive Officer of the other companies affiliated with Behringer Harvard Holdings, LLC.

From
1995 until 2001, Mr. Behringer was Chief Executive Officer of Harvard Property Trust, Inc., a privately-held REIT formed by Mr. Behringer that has
been liquidated and that had a net asset value of approximately $200 million before its liquidation. Before forming Harvard Property Trust, Inc., Mr. Behringer invested in
commercial real estate as Behringer Partners, a sole proprietorship formed in 1989 that invested in single asset limited partnerships. From 1985 until 1993, Mr. Behringer was Vice President and
Investment Officer of Equitable Real Estate Investment Management, Inc. (now known as Lend Lease Real Estate Investments, Inc.), one of the largest pension funds advisors and owners of
real estate in the United States. While at Equitable, Mr. Behringer was responsible for its General Account Real Estate Assets located in the south-central United States, which included working
on mortgage loan "workouts" and restructurings. The portfolio included institutional-quality office, industrial, retail, apartment and hotel properties exceeding 17 million square feet with a
value of approximately $2.8 billion. Mr. Behringer's experience at Equitable required him to negotiate unique terms (such as loan length, interest rates, principal payments, loan
covenants (i.e., debt to equity ratios), collateral, guaranties and general credit enhancements) for each restructured loan, specifically tailored
to the debtor's particular facts and circumstances and market conditions. Although Mr. Behringer was a significant participant in acquisitions, management, leasing, redevelopment and
dispositions, his primary responsibility was to increase net operating income and the overall value of the portfolio.

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Mr. Behringer
has over 25 years of experience in real estate investment, management and finance activities, including approximately 140 different properties with over
24 million square feet of office, retail, industrial, apartment, hotel and recreational space. Since the founding of the Behringer Harvard organization, Mr. Behringer's experience
includes an additional approximately 140 properties, with over approximately 31 million square feet of office, retail, industrial, apartment, hotel and recreational properties.
Mr. Behringer is a Certified Property Manager, Real Property Administrator and Certified Hotel Administrator, holds FINRA Series 7, 24 and 63 registrations and is a member of the
Institute of Real Estate Management, the Building Owners and Managers Association, the Urban Land Institute and the Real Estate Council. Mr. Behringer was also a licensed certified public
accountant for over 20 years. Mr. Behringer received a Bachelor of Science degree from the University of Minnesota.

Our
board of directors has concluded that Mr. Behringer is qualified to serve as Chairman of the Board and one of our directors for reasons including his over 25 years of
experience in real estate investing and having sponsored numerous public and private real estate programs. With this background, we believe Mr. Behringer has the depth and breadth of experience
to implement our business strategy. Further, as Chairman of the Board and a director of Behringer Harvard REIT I, Behringer Harvard Opportunity REIT I and Behringer Harvard Opportunity REIT II, he has
an understanding of the requirements of serving on a public company board and the leadership experience necessary to serve as the Chairman of the Board of our company.

Robert S. Aisner, 63,is our Chief Executive Officer and also serves as one of our directors. In addition, Mr. Aisner serves as
President, Chief Executive Officer and a director of Behringer Harvard REIT I, Behringer Harvard Opportunity REIT I and Behringer Harvard Opportunity REIT II and Chief Executive Officer and President
of Behringer Harvard REIT II. Mr. Aisner is also Chief Executive Officer of our advisor. Mr. Aisner has over 30 years of commercial real estate experience. In addition to
Mr. Aisner's commercial real estate experience, as an officer and director of Behringer Harvard-sponsored programs and their advisors, Mr. Aisner has overseen the acquisition,
structuring and management of various types of real estate-related loans, including mortgages and mezzanine loans. From 1996 until joining Behringer Harvard in 2003, Mr. Aisner served as:
(1) Executive Vice President of AMLI Residential Properties Trust, formerly a New York Stock Exchange-listed REIT focused on the development, acquisition and management of upscale apartment
communities and served as advisor and asset manager for institutional investors with respect to their multifamily real estate investment activities; (2) President of AMLI Management Company,
which oversaw all of AMLI's apartment operations in 80 communities; (3) President of the AMLI Corporate Homes division that managed AMLI's corporate housing properties; (4) Vice
President of AMLI Residential Construction, a division of AMLI that performed real estate construction services; and (5) Vice President of AMLI Institutional Advisors, the AMLI division that
served as institutional advisor and asset manager for
institutional investors with respect to their multifamily real estate activities. Mr. Aisner also served on AMLI's Executive Committee and Investment Committee. During Mr. Aisner's
tenure, AMLI was actively engaged in real estate debt activities, some of which were similar to our current loan structures. In February 2006, AMLI merged into an indirect subsidiary of Morgan Stanley
Real Estate's Prime Property Fund, and the consideration paid for AMLI represented a 20.7% premium over the closing price of its common shares on the last full trading day prior to the public
announcement of the merger. From 1994 until 1996, Mr. Aisner owned and operated Regents Management, Inc., which had both a multifamily development and construction group and a general
commercial property management group. From 1984 to 1994, Mr. Aisner served as Vice President of HRW Resources, Inc., a real estate development and management company. Mr. Aisner
received a Bachelor of Arts degree from Colby College and a Masters of Business Administration degree from the University of New Hampshire.

Our
board of directors has concluded that Mr. Aisner is qualified to serve as one of our directors for reasons including his over 30 years of commercial real estate
experience. This experience allows him

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to
offer valuable insight and advice with respect to our investments and investment strategies. In addition, as the Chief Executive Officer of our advisor and with prior experience as an executive
officer of a New York Stock Exchange-listed REIT, Mr. Aisner is able to direct to the board of directors to the critical issues facing our company. Further, as a director of Behringer Harvard
REIT I, Behringer Harvard Opportunity REIT I, and Behringer Harvard Opportunity REIT II, he has an understanding of the requirements of serving on a public company board.

Sami S. Abbasi, 44,has served as one of our independent directors since November 2006. Mr. Abbasi has served as Chairman and Chief
Executive Officer of National Surgical Care, Inc., which owns, develops, and operates surgical facilities in partnership with physicians and healthcare systems, since January 2007. From
November 2004 to November 2006, Mr. Abbasi served as President and Chief Executive Officer of Radiologix, Inc., a provider of diagnostic imaging services, which was acquired by
RadNet, Inc., formerly known as Primedex Health Systems, Inc., in November 2006. From February 2005 until November 2006, Mr. Abbasi served as a director of Radiologix.
Mr. Abbasi served as Executive Vice President and Chief Operating Officer of Radiologix from October 2003 until November 2004 and as Executive Vice President and Chief Financial Officer of
Radiologix from December 2000 until March 2004. Radiologix was a leading national provider of diagnostic imaging services and was listed on the American Stock Exchange until its November 2006
acquisition by Primedex. From January 2000 through June 2000, Mr. Abbasi served as Chief Financial Officer and Chief Operating Officer of Adminiquest, Inc., a private company that
provided web-enabled and full-service outsourcing solutions to the insurance and benefits industry. From August 1996 through December 1999, Mr. Abbasi was Senior Vice
President and Chief Financial Officer of Radiologix. From January 1995 through July 1996, Mr. Abbasi served as Vice President in the Healthcare Group of Robertson, Stephens and Company, where
he was responsible for investment banking business development and executing a broad range of corporate finance transactions and mergers and acquisitions. From June 1988 through January 1995,
Mr. Abbasi held various positions at Citicorp Securities, including Vice President and Senior Industry Analyst in the Healthcare Group. Mr. Abbasi serves on the board of directors and
the audit committee for American CareSource Holdings, Inc. Mr. Abbasi received his Masters of Business Administration from the University of Rochester and his Bachelor of Arts, magna cum
laude, in Economics from the University of Pennsylvania.

Our
board of directors has concluded that Mr. Abbasi is qualified to serve as one of our directors and the chairman of our audit committee for reasons including his significant
executive, corporate finance and accounting experience that compliments that of our other board members. In particular, Mr. Abbasi has over 10 years of experience as a director and/or
executive officer of private and public companies, with a broad range of responsibilities including those relating to financial statements and coordinating with external auditors. Mr. Abbasi
also has many years of experience in commercial and investment banking, which background enables Mr. Abbasi to provide valuable insight to our board.

Roger D. Bowler, 65,has served as one of our independent directors since November 2006. Mr. Bowler served in various capacities at
Embrey Partners, Ltd., a San Antonio, Texas based multifamily development and management company, from 1981 through 2006. From 1991 through 2006, Mr. Bowler served as Executive Vice
President for Embrey and was responsible for corporate operations, as well as project feasibility, financing, and sales. Prior to his employment at Embrey, Mr. Bowler established and managed a
corporate planning group for a Midwest bank holding company. Mr. Bowler also served as the Senior Financial Officer for a Houston retail and office developer. Mr. Bowler earned a
Bachelor's degree in Accounting and a Masters of Business Administration in finance from Michigan State University. From 1984 through 2006, Mr. Bowler served on the Advisory Board of Directors
for the JP Morgan Chase Bank of San Antonio. Mr. Bowler currently serves on the Board of Directors for the Marathon Title Insurance Company and American Village Communities, Inc. of
Fairfax, Virginia.

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Our
board of directors has concluded that Mr. Bowler is qualified to serve as one of our directors for reasons including his significant experience relating to real estate
investments and multifamily investments, in particular. For 25 years, Mr. Bowler served in various capacities at an apartment development and management company, including
15 years as an executive officer. Mr. Bowler also has experience as a director and is actively engaged in the professional community, industry trends and issues in the multifamily space.

Jonathan L. Kempner, 59,has served as one of our independent directors since November 2008. In October 2009, Mr. Kempner became
the President of Tiger 21, LLC, a peer-to-peer learning group for high-net-worth investors. Prior to this, Mr. Kempner was President and
Chief Executive Officer of the Mortgage Bankers Association ("MBA") from April 2001 to December 2008. MBA is the national association representing the real estate finance industry with over 2,400
member companies, including mortgage companies, mortgage brokers, commercial banks, thrifts life insurance companies and others in the mortgage lending field. In addition, Mr. Kempner served on
MBA's Board of Directors (ex officio) and on the board of its business development affiliate, Lender Technologies Corp.

Prior
to assuming his role at the MBA, for 14 years, Mr. Kempner was President of the National Multi Housing Council, a leading trade association representing apartment
owners, managers, developers, lenders and service providers. Previously from 1983 to 1987, Mr. Kempner was Vice President and General Counsel of Oxford Development Corp., a privately owned real
estate services firm in Maryland, with a focus on commercial real estate development, asset and property management, brokerage and investment advisory services. From 1982 to 1983, Mr. Kempner
served as Assistant Director and General Counsel of the Pennsylvania Avenue Development Corp., a federally owned real estate firm. From 1981 to 1982, Mr. Kempner also served as Assistant
General Counsel to the Charles E. Smith Companies, a significant owner and developer of apartment complexes.

Mr. Kempner
practiced law with Fried Frank, a leading international commercial law firm, from 1977 to 1980 immediately following a clerkship for U.S. District Judge David W.
Williams of the Central District of California. Mr. Kempner also served as a Special Consultant to the U.S. Department of the Treasury Office of Capital Markets and as a Staff Assistant to the
Subcommittee on Representation of Citizen Interests of the U.S. Senate Committee on the Judiciary and in the office of Sen. Abraham Ribicoff.

Mr. Kempner
holds a bachelor's degree from the University of Michigan (high honors and high distinction, Phi Beta Kappa) and a law degree from Stanford University Law School,
where he served on the Stanford Law Review. Mr. Kempner serves on the editorial boards of numerous real estate publications and is on the board of directors of three nonprofit organizations:
Greater DC Cares, Yachad and the Ciesla Foundation.

Our
board of directors has concluded that Mr. Kempner is qualified to serve as one of our directors for reasons including his 21 years of combined experience heading the
Mortgage Bankers Association and the National Multi Housing Council and his prior experience as a director. With this background, Mr. Kempner brings to our board substantial insight and
experience with respect to the multifamily real estate and mortgage industries. In addition, Mr. Kempner has substantial experience acting as an attorney and general counsel, which brings a
unique perspective to our board. Mr. Kempner also remains active in the professional and charitable communities.

E. Alan Patton, 47,has served as one of our independent directors since November 2006. Mr. Patton is President of The Morgan
Group, Inc., a multifamily development and management company, and has been responsible for the day-to-day operations of The Morgan Group since 1998. From 1990 to 1998,
Mr. Patton was the Managing Director of the Chase Bank of Texas Realty Advisory Group (formerly known as Texas Commerce Realty Advisors). During his eight-year tenure at Chase Bank,
Mr. Patton developed and managed Chase's Real Estate Mezzanine Financing product, worked in the Real Estate Workout/Restructuring Group and the Commercial Real Estate Lending Group.

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Mr. Patton
previously served as a Project Manager with a Houston-based commercial general contractor, Miner-Dederick Companies, Inc., where he managed office and medical building
construction projects nationwide for eight years. Mr. Patton attended Harding University and the University of Houston, from which he received his Bachelor in ScienceFinance degree
and his Masters of Business Administration. Mr. Patton is on the Board of Directors of the National Multi Housing Council and a council member of the Urban Land Institute.

Our
board of directors has concluded that Mr. Patton is qualified to serve as one of our directors for reasons including his significant real estate and real estate finance
experience. He provides valuable knowledge and insight with respect to multifamily investment and management issues. In addition, his expertise in the real estate finance markets complements that of
our other board members. Mr. Patton is also active in the professional community.

Executive Officers

In addition to Robert M. Behringer and Robert S. Aisner, the following individuals serve as our executive officers:

Robert J. Chapman, 62,is our President, President of our advisor and an Executive Vice President and Co-Chief Operating
Officer of Harvard Property Trust, LLC, an affiliate of our sponsor and advisor. Prior to joining Behringer Harvard in September 2007, Mr. Chapman was Executive Vice President and Chief
Financial Officer of AMLI Residential Properties Trust, formerly a New York Stock Exchange-listed REIT, from December 1997 to August 2007. In February 2006, AMLI merged into an indirect subsidiary of
Morgan Stanley Real Estate's Prime Property Fund, and the consideration paid for AMLI represented a 20.7% premium over the closing price of its common shares on the last full trading day prior to the
public announcement of the merger. Mr. Chapman also served as a non-employee board member and the audit committee chairman of Behringer Harvard Opportunity REIT I from March 2005 to
August 2007. From 1994 to 1997, Mr. Chapman was Managing Director of Heitman Capital Management Corporation. Mr. Chapman served as Managing Director and Chief Financial Officer of JMB
Institutional Realty Corporation in 1994 and as Managing Director and Chief Financial Officer of JMB Realty Corporation, where he was employed from 1976 to 1994. From
1972 to 1976, Mr. Chapman was associated with KPMG LLP. Mr. Chapman received a B.B.A. in Accounting in 1970 and an M.B.A. in Finance in 1971 from the University of Cincinnati.
Mr. Chapman is a CPA and, when previously affiliated with a broker-dealer, was a FINRA Registered Representative. Mr. Chapman is, or has been, a member of the Association of Foreign
Investors in Real Estate, the Mortgage Bankers Association, the National Association of Real Estate Investment Trusts, the National Multi Housing Council, Pension Real Estate Association, the Real
Estate Investment Advisory Council, the Urban Land Institute, the International Council of Shopping Centers, the American Institute of Certified Public Accountants and the Illinois CPA Society.
Mr. Chapman has served as a Board Member of the National Association of Real Estate Companies and the Real Estate Advisory Council of the University of Cincinnati and is currently an adjunct
professor of real estate finance at DePaul University in Chicago.

Mark T. Alfieri, 48,is our Chief Operating Officer and Chief Operating Officer of our advisor. Mr. Alfieri also serves as Senior
Vice PresidentReal Estate for Harvard Property Trust, LLC. Prior to joining Behringer Harvard in May 2006, from January 1999 to April 2006 Mr. Alfieri was Senior Vice
President of AMLI Residential Properties Trust, formerly a New York Stock Exchange-listed REIT, where he directed investment activities for the Southwest region. During his seven-year
tenure at AMLI Residential Properties Trust, Mr. Alfieri consummated over $1.4 billion in multifamily transactions. From 2000 to 2006, Mr. Alfieri was a member of CEC, AMLI's
senior executive committee. In February 2006, AMLI merged into an indirect subsidiary of Morgan Stanley Real Estate's Prime Property Fund, and the consideration paid for AMLI represented a 20.7%
premium over the closing price of its common shares on the last full trading day prior to the public announcement of the merger.

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From
1991 until 1998, Mr. Alfieri was president and Chief Executive Officer of Revest Group, Inc., a regional full service investment company. Revest was engaged in the acquisition and
development of multifamily and commercial properties as a sponsor/general partner on behalf of international and domestic private investors. Mr. Alfieri also was president and Chief Executive
Officer of Revest Management Services. Revest Management Services fee managed office, ministorage and multifamily properties. Mr. Alfieri graduated from Texas A&M with a Bachelor of Business
Administration degree in Marketing. Mr. Alfieri is a licensed Real Estate Broker in the State of Texas. Mr. Alfieri served on the Board of Directors of the National Multi Housing Council
from 2002 to 2004 and is currently a member of the National Multi Housing Council.

Gerald J. Reihsen, III, 51,is our Executive Vice PresidentCorporate Development & Legal and Assistant Secretary.
Mr. Reihsen is also the Executive Vice PresidentCorporate Development & Legal and Assistant Secretary of our advisor and serves in these and similar executive capacities
with other entities sponsored by Behringer Harvard Holdings, LLC, including Behringer Harvard REIT I, Behringer Harvard REIT II, Behringer Harvard Opportunity REIT I, and Behringer Harvard
Opportunity REIT II. Mr. Reihsen is also President of Behringer Securities LP.

For
over 20 years, Mr. Reihsen's business and legal background has centered on sophisticated financial and transactional matters, including commercial real estate
transactions, real estate partnerships, and
public and private securities offerings. Prior to joining Behringer Harvard in 2001, for the period from 1985 to 2000, Mr. Reihsen practiced as an outside corporate securities attorney. After
serving from 1986 to 1995 in the corporate department of Gibson, Dunn & Crutcher, a leading international commercial law firm, Mr. Reihsen established his own firm, Travis &
Reihsen, where he served as a corporate/securities partner until 1998. In 1998, Mr. Reihsen became the lead partner in the corporate/securities section of the law firm Novakov Davis, where he
served until 2000. In 2000, Mr. Reihsen practiced law as a principal of Block & Balestri, a corporate and securities law firm. In 2000 and 2001, Mr. Reihsen was employed as the
Vice PresidentCorporate Development and Legal of Xybridge Technologies, Inc., a telecommunications software company that Mr. Reihsen helped guide through venture funding,
strategic alliances with international telecommunications leaders and its ultimate sale to Zhone Technologies, Inc.

Mr. Reihsen
holds FINRA Series 7, 24, 27 and 63 registrations. Mr. Reihsen received a Bachelor of Arts degree, magna cum laude, from the University of Mississippi
and a Juris Doctorate degree, cum laude, from the University of Wisconsin.

Gary S. Bresky, 43,is our Executive Vice President. Mr. Bresky is also the Executive Vice President of our advisor and has served
in this and similar executive capacities with other entities sponsored by Behringer Harvard Holdings, including Behringer Harvard REIT I, Behringer Harvard REIT II, Behringer Harvard Opportunity REIT
I, and Behringer Harvard Opportunity REIT II.

Mr. Bresky
has been active in commercial real estate and related financial activities for over 15 years. Prior to joining Behringer Harvard in 2002, Mr. Bresky
served as a Senior Vice President of Finance with Harvard Property Trust, Inc. from 1997 to 2001. In this capacity, Mr. Bresky was responsible for directing all accounting and financial
reporting functions and overseeing all treasury management and banking functions for the company. Mr. Bresky also was integral in analyzing deal and capital structures as well as participating
in all major decisions related to any acquisition or sale of assets.

From
1995 until 1996, Mr. Bresky worked in the Real Estate Group at Coopers & Lybrand LLP in Dallas, Texas, where he focused on finance and accounting for both
public and private real estate investment trusts. His experience included conducting annual audits, preparing public securities reporting compliance filings and public real estate securities
registration statements for his clients. From 1989 to 1994, Mr. Bresky worked with Ten West Associates, Ltd. and Westwood Financial Corporation in Los Angeles, California as a real
estate analyst and asset manager for two commercial

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real
estate portfolios totaling in excess of $185 million. From 1988 until 1989, Mr. Bresky worked as an analysts' assistant for both Shearson-Lehman Bros., Inc. and Hambrecht and
Quist Inc. assisting brokers in portfolio management. Mr. Bresky holds FINRA Series 7, 24, 27 and 63 registrations. Mr. Bresky received a Bachelor of Arts degree from the
University of CaliforniaBerkeley and a Masters of Business Administration degree from the University of Texas at Austin.

Howard S. Garfield, 52,is our Chief Financial Officer, Chief Accounting Officer and Treasurer. In addition, Mr. Garfield serves as
Chief Financial Officer and Treasurer of our advisor and our property manager. Mr. Garfield is also Senior Vice PresidentFinance of Harvard Property Trust, LLC, the general
partner of our advisor, a position he has held since joining Behringer Harvard in February 2009. Prior to joining Behringer Harvard, from April 2008 to February 2009, Mr. Garfield was Senior
Vice PresidentPrivate Equity Real Estate Funds for Lehman Brothers Holdings Inc., formerly a New York Stock Exchange listed investment banking firm, where he was responsible for
accounting and fund administration for certain private equity real estate funds sponsored by Lehman Brother Holdings Inc. From 2006 to April 2008, Mr. Garfield was Executive Vice
President and Chief Financial Officer of Homevestors of America, Inc., a privately held franchisor related to reselling single-family homes. From 1998 to 2005, Mr. Garfield was Chief
Financial Officer of Hillwood Development Corporation, a privately held real estate company. Mr. Garfield received a Bachelor of Business Administration degree, summa cum laude, from the
University of Texas at Austin. Mr. Garfield is a certified public accountant in the State of Texas and a member of the National Association of Real Estate Companies.

M. Jason Mattox, 34,is our Executive Vice President. Mr. Mattox also serves as an Executive Vice President of our advisor and has
served in these and similar executive capacities with other entities sponsored by Behringer Harvard Holdings, LLC, including Behringer Harvard REIT I, Behringer Harvard REIT II, Behringer
Harvard Opportunity REIT I, and Behringer Harvard Opportunity REIT II.

From
1997 until joining Behringer Harvard in 2002, Mr. Mattox served as a Vice President of Harvard Property Trust, Inc. and became a member of its Investment Committee in
1998. From 1999 until 2001, Mr. Mattox served as Vice President of Sun Resorts International, Inc., a recreational property investment company, coordinating marina acquisitions
throughout the southern United States and the U.S. Virgin Islands. From 1999 until 2001, in addition to providing services related to investing, acquisition, disposition and operational activities,
Mr. Mattox served as an asset manager with responsibility for over one million square feet of Harvard Property Trust, Inc.'s commercial office assets in Texas and Minnesota, overseeing
property performance, management offices, personnel and outsourcing relationships.

Mr. Mattox
is a continuing member of the Building Owners and Managers Association and the National Association of Industrial and Office Properties. Mr. Mattox holds FINRA
Series 7, 24 and 63 registrations. Mr. Mattox received a Bachelor of Business Administration degree, with honors, and a Bachelor of Science degree, cum laude, from Southern Methodist
University.

Key Personnel

The following individuals are non-executive personnel who are important to our success:

Andrew J. Bruceis the Vice PresidentFinance of our advisor and reports to Mr. Bresky. Mr. Bruce is responsible
for managing the financing activities and the finance group for the Behringer Harvard-sponsored programs. This includes the structuring and placement of commercial debt for new acquisitions and
developments, for the refinancing of existing debt, and for fund level credit facilities. In addition, Mr. Bruce is responsible for maintaining existing banking and lending relationships as
well as cultivating new relationships. Mr. Bruce also is charged with analyzing and managing the programs' use of derivatives and hedging instruments, and working with the programs' real estate
professionals in their efforts to analyze potential new development projects that the programs are considering.

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Prior
to joining Behringer Harvard, from 1994 to early 2006 Mr. Bruce worked for AMLI Residential Properties Trust, formerly a New York Stock Exchange listed REIT, in Dallas and
in Chicago. While at AMLI, Mr. Bruce was responsible for placing AMLI's secured and unsecured debt and for overseeing the underwriting projections for new development projects, including
acquisitions made on behalf of the AMLI/BPMT joint venture.

Mr. Bruce
graduated from Western Michigan University with a Bachelor of Business Administration degree. Mr. Bruce also earned a Masters in Business Administration degree
from the University of Chicago, and a CPA designation while working in Illinois.

Robert T. Poynteris the Vice President of our advisor. Mr. Poynter is responsible for reviewing and improving existing policies
regarding the multifamily investment and acquisition process for Behringer Harvard and for developing best practices for the multifamily group. In this capacity Mr. Poynter also is responsible
for sourcing, underwriting and administering the multifamily investment and acquisition process for Behringer Harvard.

Prior
to joining Behringer Harvard, from October 1983 to September 2006, Mr. Poynter was employed by JPI, a multifamily development and acquisition company. Mr. Poynter was
a Senior Vice President of several different JPI-affiliated entities and served as the Strategic Recapitalization
Services Partner. During that time, Mr. Poynter worked on condominium and home sales, corporate housing, third party property management services and acquisitions. Mr. Poynter also was
involved in numerous disposition transactions for JPI with an aggregate value of approximately $2.2 billion. Mr. Poynter is a licensed Real Estate Broker in the state of Texas.
Mr. Poynter received a Bachelor of Science degree from the Wharton School at the University of Pennsylvania.

Ross P. Odlandis the Vice PresidentPortfolio Management of our advisor. Mr. Odland is responsible for developing
investment strategies, sourcing, developing and managing joint venture partnerships, and leading the asset management group for the multifamily group.

Prior
to joining Behringer Harvard, from 2000 to 2007, Mr. Odland was Vice President of Portfolio Management at AMLI Residential Properties Trust, formerly a New York Stock
Exchange listed REIT, where he managed the company's joint venture relationships and performed portfolio and asset management duties for the company's southwest region which was valued in excess of
$1.1 billion. From 1997 to 2000, Mr. Odland was a consultant with Pricewaterhouse Coopers in the Real Estate Advisory Group. In this role, Mr. Odland performed valuation, market
research, and due diligence activities for publicly traded REITS and institutional real estate funds.

Mr. Odland
holds a Bachelor of Business Administration degree from the University of Wisconsin-Madison. Mr. Odland is a chartered financial analyst (CFA) and member of the
CFA Society of Dallas-Fort Worth and a member of the Pension Real Estate Advisory Association.

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Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires each director, officer and individual beneficially
owning more than 10% of a registered security of the Company to file with the SEC, within specified time frames, initial statements of beneficial ownership (Form 3) and statements of changes in
beneficial ownership (Forms 4 and 5) of common stock of the Company. These specified time frames require the reporting of changes in ownership within two business days of the transaction
giving rise to the reporting obligation. Reporting persons are required to furnish us with copies of all Section 16(a) forms filed with the SEC. Based solely on a review of the copies of such
forms furnished to the Company during and with respect to the fiscal year ended December 31, 2009, or written representations that no additional forms were required, the Company believes that
all required Section 16(a) filings were timely and correctly made by reporting persons during 2009 with the exception of one late Form 4 filed by Mr. Patton to report his
acquisition of 3,000 shares of our common stock.

Code of Ethics

Our board of directors has adopted an Amended and Restated Code of Business Conduct Policy that is applicable to all members of our
board of directors, our executive officers and employees of our advisor and its affiliates. We have posted the policy on the website maintained for us at www.behringerharvard.com. If in the future we
amend, modify or waive a provision in the Amended and Restated Code of Business Conduct Policy, we may,
rather than filing a Current Report on Form 8-K, satisfy the disclosure requirement by posting promptly such information on the website maintained for us as necessary.

Audit Committee Financial Expert

The Audit Committee consists of independent directors Sami S. Abbasi, the chairman, Roger D. Bowler, Jonathan L. Kempner and E. Alan
Patton. Our board of directors has determined that Mr. Abbasi is an "audit committee financial expert," as defined by the rules of the SEC. The biography of Mr. Abbasi, including his
relevant qualifications, is previously described in this Item 10. Our shares are not listed for trading on any national securities exchange and therefore our audit committee members are not
subject to the independence requirements of the New York Stock Exchange ("NYSE") or any other national securities exchange. However, each member of our audit committee is "independent" as defined by
the NYSE.

Item 11.    Executive Compensation.

Executive Compensation

We do not directly compensate our named executive officers for services rendered to us, and we do not intend to pay any compensation
directly to our executive officers. As a result, we do not have nor has our board of directors considered a compensation policy or program for our executive officers and have not included a
Compensation and Discussion Analysis in this Annual Report on Form 10-K.

Directors' Compensation

Effective July 1, 2009, we pay each of our directors who are not employees of the Company or Behringer Harvard Multifamily
Advisors I or its affiliates an annual retainer of $30,000 per year. In addition, we pay the chairman of our Audit Committee an annual retainer of $10,000 per year and the chairmen of our Compensation
and Nominating Committees annual retainers of $5,000 per year. These retainers will be paid quarterly in arrears. In addition, we pay each of our directors who are not employees of the Company or
Behringer Harvard Multifamily Advisors I or its affiliates (1) $1,500 for each board or committee meeting attended in person or by telephone and (2) $750 for each written

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consent
considered by the director. Prior to July 1, 2009, we paid our non-employee directors an annual retainer of $25,000 per year, we paid the chairman of our Audit Committee an
additional annual retainer of $10,000 per year and the chairmen of our Compensation and Nominating Committees additional annual retainers of $5,000 per year, and we paid each of our
non-employee directors (i) $1,000 for each board or committee meeting attended in person and (ii) $500 for each board or committee meeting attended by telephone and for each
written consent considered by the director.

All
directors receive reimbursement of reasonable out-of-pocket expenses incurred in connection with attendance at meetings of our board of directors. If a
director also is an employee of us, or an employee of Behringer Harvard Multifamily Advisors I or its affiliates, we do not pay compensation for services rendered as a director.

Under
our Incentive Award Plan, we issued each of our non-employee directors, with the exception of Mr. Kempner who was not appointed as a director until 2008, 1,000
shares of restricted common stock on the date he became a director in November 2006 and, after serving as a non-employee director for one year, another 1,000 shares of restricted common
stock in contemplation of a second year of service as a non-employee director in November 2007. We have not issued any additional awards under the Incentive Award Plan.

The
following table summarizes compensation paid to the non-employee directors during 2009:

Fees Earned or
Paid in Cash

TotalSami S. Abbasi

$
61,500

$
61,500Roger D. Bowler

$
60,000

$
60,000Jonathan L. Kempner

$
54,500

$
54,500E. Alan Patton

$
59,500

$
59,500


Incentive Award Plan

Our Incentive Award Plan was approved by the board of directors on November 14, 2006 and by the stockholders on
November 15, 2006 and later amended and restated and approved by the board of directors on March 14, 2008. The Incentive Award Plan is administered by our Compensation Committee and
provides for equity awards to our employees, directors and consultants and those of our advisor and its affiliates. The Incentive Award Plan authorizes the grant of non-qualified and
incentive stock options, restricted stock awards, restricted stock units, stock appreciation rights, dividend equivalents and other stock-based awards. A total of 10,000,000 shares have been
authorized and reserved for issuance under our Incentive Award Plan. There were no awards issued during 2009, and we currently have no plans to issue any additional awards under the Incentive Award
Plan.

Compensation Committee Interlocks and Insider Participation

No member of our Compensation Committee served as an officer or employee of the Company or any of our subsidiaries during the fiscal
year ended December 31, 2009 or formerly served as an officer of the Company or any of our subsidiaries. In addition, during the fiscal year ended December 31, 2009, none of our
executive officers served as a member of a board of directors or compensation committee of any entity that has one or more executive officers serving as a member of our board of directors or
Compensation Committee.

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Item 12.    Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

Equity Compensation Plan Information

The following table gives information regarding our equity compensation plans as of December 31, 2009:

Plan Category

Number of securities to be
issued upon exercise of
outstanding options,
warrants and rights

Weighted-average
exercise price of
outstanding options,
warrants and rights

Number of securities remaining
available for future issuance
under equity compensation plansEquity compensation plans approved by security holders








9,994,000Equity compensation plans not approved by security holders


N/A


N/A


N/ATotal



(1)




9,994,000
(2)


(1)Represents
options that were granted pursuant to the Incentive Award Plan as of December 31, 2009.(2)All
shares authorized for issuance pursuant to awards not yet granted under the Incentive Award Plan.


Security Ownership of Certain Beneficial Owners

The following table sets forth information as of December 31, 2009, regarding the beneficial ownership of our common stock by
each person known by us to own 5% or more of the outstanding shares of common stock, each of our directors, each named executive officers, and our directors and executive officers as a group. The
percentage of beneficial ownership is calculated based on 57,098,265 shares of common stock outstanding as of December 31, 2009.

Name of Beneficial Owner

Amount and Nature of
Beneficial Ownership(1)

Percentage
of ClassRobert M. Behringer(2)(3)


37,246


*Robert S. Aisner(3)(4)


6,139


*Sami S. Abbasi(5)


2,000


*Roger D. Bowler(6)


2,000


*Jonathan L. Kempner(7)





E. Alan Patton(8)


5,000


*Robert J. Chapman(3)


12,277


*Mark T. Alfieri(3)


6,139


*Gerald J. Reihsen, III(3)(9)


6,139


*Howard S. Garfield(3)





Gary S. Bresky(3)(10)


3,069


*M. Jason Mattox(3)(11)


1,228


*All current directors and executive officers as a group (12 persons)


81,237


*


*Represents
less than 1%(1)For
purposes of calculating the percentage beneficially owned, the number of shares of common stock deemed outstanding includes 57,098,265 shares of common
stock


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outstanding
as of December 31, 2009; it does not include 1,000 shares of convertible stock owned by Behringer Harvard Multifamily Advisors I. Beneficial ownership is determined in accordance
with the rules of SEC that deem shares to be beneficially owned by any person or group who has or shares voting and investment power with respect to such shares. (2)Includes
24,969 shares of common stock owned by Behringer Harvard Holdings but does not include 1,000 shares of convertible stock owned by Behringer Harvard
Multifamily Advisors I, an indirect subsidiary of Behringer Harvard Holdings. As of December 31, 2009, Mr. Behringer controlled the disposition of approximately 40% of the outstanding
limited liability company interests and the voting of 85% of the outstanding limited liability company interests of Behringer Harvard Holdings.(3)The
address of Messrs. Behringer, Aisner, Chapman, Alfieri, Reihsen, Garfield, Bresky and Mattox is c/o Behringer Harvard Multifamily REIT
I, Inc., 15601 Dallas Parkway, Suite 600, Addison, Texas 75001.(4)Does
not include 24,969 shares of common stock owned by Behringer Harvard Holdings, of which Mr. Aisner controls the disposition of 4% of the limited
liability company interests, or 1,000 shares of convertible stock owned by Behringer Harvard Multifamily Advisors I, an indirect subsidiary of Behringer Harvard Holdings. Mr. Behringer has the
right to vote Mr. Aisner's interest in Behringer Harvard Holdings.(5)The
address of Mr. Abbasi is c/o Behringer Harvard Multifamily REIT I, Inc., 15601 Dallas Parkway, Suite 600, Addison, Texas 75001.(6)The
address of Mr. Bowler is c/o Behringer Harvard Multifamily REIT I, Inc., 15601 Dallas Parkway, Suite 600, Addison, Texas 75001.(7)The
address of Mr. Kempner is c/o Behringer Harvard Multifamily REIT I, Inc., 15601 Dallas Parkway, Suite 600, Addison, Texas 75001.(8)The
address of Mr. Patton is c/o Behringer Harvard Multifamily REIT I, Inc., 15601 Dallas Parkway, Suite 600, Addison, Texas 75001.(9)Does
not include 24,969 shares of common stock owned by Behringer Harvard Holdings, of which Mr. Reihsen controls the disposition of 4.5% of the
limited liability company interests, or 1,000 shares of convertible stock owned by Behringer Harvard Multifamily Advisors I, an indirect subsidiary of Behringer Harvard Holdings. Mr. Behringer
has the right to vote Mr. Reihsen's interest in Behringer Harvard Holdings.(10)Does
not include 24,969 shares of common stock owned by Behringer Harvard Holdings, of which Mr. Bresky controls the disposition of 3% of the
limited liability company interests, or 1,000 shares of convertible stock owned by Behringer Harvard Multifamily Advisors I, an indirect subsidiary of Behringer Harvard Holdings. Mr. Behringer
has the right to vote Mr. Bresky's interest in Behringer Harvard Holdings.(11)Does
not include 24,969 shares of common stock owned by Behringer Harvard Holdings, of which Mr. Mattox controls the disposition of 1.5% of the
limited liability company interests, or 1,000 shares of convertible stock owned by Behringer Harvard Multifamily Advisors I, an indirect subsidiary of Behringer Harvard Holdings. Mr. Behringer
has the right to vote Mr. Mattox's interest in Behringer Harvard Holdings.


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Item 13.    Certain Relationships and Related Transactions, and Director Independence.

Policies and Procedures with Respect to Related Party Transactions

We do not currently have written formal policies and procedures for the review, approval or ratification of transactions with related
persons, as defined by Item 404 of Regulation S-K of the Exchange Act. Under that definition, transactions with related persons are transactions in which we were or are a
participant and the amount involved exceeds $120,000 and in which any related person had or will have a direct or indirect material interest. Related parties include any executive officers, directors,
director nominees, beneficial owners of more than 5% of our voting securities, immediate family members of any of the foregoing persons, and any firm,
corporation or other entity in which any of the foregoing persons is employed and in which such person has 10% or greater beneficial ownership interest.

Our
charter, however, contains provisions setting forth our ability to engage in certain transactions. Our board reviews all of these transactions as well as any related party
transactions. As a general rule, any related party transaction must be approved by a majority of the directors not otherwise interested in the transaction. In determining whether to approve or
authorize a particular related party transaction, these directors will consider whether the transaction between us and the related party is fair and reasonable to us and has terms and conditions no
less favorable to us than those available from unaffiliated third parties.

Our
advisor and certain of its affiliates have earned fees and compensation in connection with each of our public offerings and earn fees and compensation in connection with the
acquisition, debt financing, management and sale of our assets.

We
have no employees and are supported by related party service agreements. Our Advisor earns fees and compensation in connection with the acquisition, management and sale of our assets.
We are dependent on our Advisor, Behringer Securities and Behringer Harvard Multifamily Management Services, LLC ("BHM Management"), and their affiliates for certain services that are essential
to us, including the sale of shares of our common stock, asset acquisition and disposition decisions, property management and leasing services and other general administrative responsibilities. In the
event that these companies become unable to provide us with the respective services, we would be required to obtain such services from other sources.

Our
advisory management agreement, as it has been amended and restated, has a termination date of April 1, 2010 with the option to be renewed by either party for an unlimited
number of successive one-year terms. The board of directors has a duty to evaluate the performance of our Advisor annually before the parties can agree to renew the agreement.

Pursuant
to the prior advisory management agreement in effect through March 31, 2009, we were required to reimburse the Advisor for organization and offering expenses related to a
public offering of shares (other than pursuant to a distribution reinvestment plan) and any organization and offering expenses previously advanced by the Advisor related to a prior offering of shares
to the extent not previously reimbursed by us out of proceeds from the prior offering ("O&O Reimbursement"). However, such reimbursement was not required to the extent that the reimbursement would
cause the total amount of O&O Reimbursement paid by us to exceed 1.5% of the gross proceeds of the public offering as of the date of reimbursement. Additional amounts that were incurred by our Advisor
that we believed were probable of being owed were accrued. Effective April 1, 2009, pursuant to the amended and restated advisory management agreement, our obligation to reimburse the Advisor
for organization and offering expenses is no longer capped as of the date of reimbursement. However, the Advisor remains obligated to reimburse us after the completion of the public offering to the
extent that O&O Reimbursement paid by the Company exceed 1.5% of the gross proceeds of the completed public offering. The Company's reimbursement of organization and offering expenses related to
subsequent

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public
offerings of shares also will not be capped as of the date of reimbursement, unless the terms are amended by the parties upon renewal of the advisory management agreement. In April 2009, in
connection with the amendment, a payment of $6.9 million was made to the Advisor for prior O&O Reimbursement incurred but not previously paid. For the years ended December 31, 2009 and
2008, we incurred O&O Reimbursement of approximately $8.9 million and $6.9 million, respectively. As of December 31, 2009, the amount by which our O&O Reimbursement exceeded 1.5%
of the gross proceeds of our Initial Public Offering was approximately $9.5 million.

Our
Advisor was obligated to pay all of our Private Offering organization and offering costs. Under the advisory management agreement through September 2, 2008, our only
obligation for those costs was to pay a fee to our Advisor under the advisory management agreement. We incurred this fee obligation at the rate of 1.5% of the actual gross Private Offering proceeds
(the "O&O Fee"), regardless of whether the actual amount of Private Offering costs incurred by our Advisor were higher or lower than the O&O Fee. On September 2, 2008, the advisory management
agreement was amended, and our reimbursement was increased to include Private Offering costs incurred by our Advisor in excess of total amounts due under the O&O Fee subject to the limitations
discussed above. For the year ended December 31, 2008, we incurred O&O Reimbursement of $6.1 million due to the reimbursement of the remaining Private Offering costs. The amount of O&O
Fees recorded was determined as 1.5% of the actual Private Offering proceeds received to date; no other amounts were considered by management to be probable of reimbursement. No O&O Fee was recorded
during 2009.

Behringer
Securities LP ("Behringer Securities"), an affiliate of our Advisor, serves as the dealer manager for the Initial Public Offering and receives selling commissions of up
to 7% of gross offering proceeds before reallowance of commissions earned by participating broker-dealers. In connection with the Initial Public Offering, up to 2.5% of gross proceeds before
reallowance to participating broker-dealers are paid to Behringer Securities as a dealer manager fee. No selling commissions or dealer manager fee is paid on purchases made pursuant to our DRIP. In
the Initial Public Offering, Behringer Securities reallows all of its commissions to participating broker-dealers and reallows a portion of its dealer manager fee of up to 2.0% of the gross offering
proceeds to be paid to such participating broker-dealers; provided, however, that Behringer Securities may reallow, in the aggregate, no more than 1.5% of gross offering proceeds for marketing fees
and expenses, bona fide training and
educational meetings and non-itemized, non-invoiced due diligence efforts, and no more than 0.5% of gross offering proceeds for bona fide, separately invoiced due diligence
expenses incurred as fees, costs and other expenses from third parties.

The
following presents the components of our sale of common stock, net related to our Initial Public Offering (amounts in millions):

Sale of common stock

2009

2008

2007Gross proceeds

$
410.7

$
10.7

$
Less offering costs:O&O Reimbursement(1)


(8.9
)

(6.9
)

Dealer manager fees


(10.3
)

(0.3
)

Selling commissions


(28.2
)

(0.7
)

Other





(0.2
)

Total offering costs


(47.4
)

(8.1
)

Sale of common stock, net

$
363.3

$
2.6

$



(1)Prior
to September 2, 2008, the O&O Fee was recognized separately from the O&O Reimbursement and was $1.9 million.


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Included
in general and administrative expense for accounting and legal personnel costs incurred on our behalf by our Advisor for the years ended December 31, 2009 and 2008 is
approximately $1.4 million and $0.5 million, respectively. None were incurred for the year ended December 31, 2007.

Through
September 1, 2008, our Advisor and its affiliates received acquisition and advisory fees of 2.5% of (1) the contract purchase price paid or allocated in respect of
the development, construction or improvement of each asset acquired directly by us, including any debt attributable to these assets, or (2) when we made an investment indirectly through another
entity, our pro rata share of the gross asset value of real estate investments held by that entity. Our Advisor and its affiliates also received 2.5% of the funds advanced in respect of a loan or
other investment. Under the advisory management agreement dated September 2, 2008, these rates were reduced to 1.75%.

Through
September 2, 2008, our Advisor was reimbursed for all expenses related to the selection and acquisition of assets, whether or not acquired by us. Effective
September 2, 2008, our Advisor receives a non-accountable acquisition expense reimbursement in the amount of 0.25% of (a) funds advanced in respect of a loan or other
investment, and (b) the funds paid for purchasing an asset, including any debt attributable to the asset, plus 0.25% of the funds budgeted for development, construction or improvement in the
case of assets that we acquire and intend to develop, construct or improve. We will also pay third parties, or reimburse the Advisor, for any investment-related expenses due to third parties in the
case of a completed investment, including, but not limited to, legal fees and expenses, travel and communication expenses, costs of appraisals, accounting fees and expenses, third-party brokerage or
finder's fees, title insurance, premium expenses and other closing costs. Our Advisor will be responsible, and we have no obligation, for paying all of the expenses it incurs associated with persons
employed by the Advisor to the extent dedicated to making investments for us, such as wages and benefits of the investment personnel. Our Advisor will also be responsible, and we have no obligation,
for paying all of the investment-related expenses that we or our Advisor incurs that are due to third parties with respect to investments we do not make.

For
the years ended December 31, 2009, 2008 and 2007, our Advisor earned acquisition and advisory fees, including the acquisition expense reimbursement, of approximately
$8.1 million, $1.9 million and $2.6 million, respectively. For the years ended December 31, 2009, 2008 and 2007, approximately $5.1 million, $1.9 million and
$2.6 million of these amounts, respectively, were capitalized to investments in unconsolidated real estate joint ventures.

Our
Advisor receives debt financing fees of 1% of the amount available to us under debt financing which was originated, assumed or refinanced by or for us. Our Advisor may pay some or
all of these fees to third parties with whom it subcontracts to coordinate financing for us. For the year ended December 31, 2009, our Advisor has earned debt financing fees of approximately
$1.1 million. Our Advisor did not earn any debt financing fees in 2008 or 2007.

On
September 2, 2008, the Company entered into an Amended and Restated Property Management Agreement (the "Property Management Agreement") with our operating partnership and our
property manager, BHM Management. The Property Management Agreement has a term of two years from the effective date of the original property management agreement and will terminate on
November 21, 2010 with automatic renewal periods of two years. If no party gives written notice of termination to the other parties at least thirty days prior to the expiration date of the
agreement, then it will automatically continue for consecutive two-year periods. The Property Management Agreement also provides that, in the event we terminate the advisory management
agreement with our Advisor, BHM Management will have the right to terminate the agreement upon at least thirty days prior written notice.

Property
management fees are equal to 3.75% of gross revenues. In the event that we contract directly with a non-affiliated third-party property manager in respect to a
property, we will pay BHM Management or its affiliates an oversight fee equal to 0.5% of gross revenues of the property managed.

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In
no event will we pay both a property management fee and an oversight fee to BHM Management or its affiliates with respect to a particular property. We will reimburse the costs and expenses incurred
by BHM Management on our behalf, including fees and expenses of apartment locators and third-party accountants, the wages and salaries and other employee-related expenses of all on-site
employees of BHM Management and other out-of-pocket expenses that are directly related to the management of specific properties.

The
Property Management Agreement applies where we have control over the selection of property management. As of December 31, 2009, 11 properties were managed under the Property
Management Agreement. For the year ended December 31, 2009, 2008 and 2007, BHM Management or its affiliates earned minimal property management fees. For all other properties, the third-party
developer has selected the property manager or the property is still in development.

Through
September 1, 2008, our Advisor received a monthly asset management fee for each asset held by us. This amount was calculated based upon one-twelfth of 1% of
aggregate asset value, as defined, as of the last day of the preceding month. Effective September 2, 2008, this fee is 0.75% of the higher of the cost of investment or value of the investment.
For the years ended December 31, 2009, 2008 and 2007, our Advisor earned asset management fees of approximately $1.9 million, $0.9 million and $0.2 million, respectively.

Our
Advisor is paid a disposition fee if our Advisor provides a substantial amount of services, as determined by our independent directors, in connection with the sale of one or more
properties. In such an event, we will pay our Advisor (1) in the case of the sale of real property, the lesser of: (A) one-half of the aggregate brokerage commission paid
(including the subordinate disposition fee) or if none is paid, the amount that customarily would be paid, or (B) 3% of the sales price of each property sold, and (2) in the case of the
sale of any asset other than real property, 3% of the sales price of such asset. This fee shall not be earned or paid unless and until the stockholders have received total distributions in an amount
equal to or in excess of the sum of the aggregate capital contributions by stockholders plus a 7% cumulative, non-compounded, annual return on such capital contributions. Subordinated
disposition fees that are not payable at the date of sale because stockholders have not yet received their required minimum distributions will be deferred and paid at such time as these subordination
conditions have been satisfied. No disposition fee has been earned since our inception.

We
will pay a development fee to our Advisor in an amount that is usual and customary for comparable services rendered to similar projects in the geographic market of the project;
provided, however, we will not pay a development fee to an affiliate of our Advisor if our Advisor or any of its
affiliates elects to receive an acquisition and advisory fee based on the cost of such development. Our Advisor has earned no development fees since our inception.

For
other expenses paid or incurred by the Advisor in connection with the services provided to us that are not covered by a fee, we will reimburse our Advisor, subject to the limitation
that we will not reimburse our Advisor for any amount by which its operating expenses (including the asset management fee) at the end of the four preceding fiscal quarters exceeds the greater of:
(A) 2% of our average invested assets ("AIA"), or (B) 25% of our net income ("NI") determined without reduction for any additions to reserves for depreciation, bad debts or other similar
non-cash reserves and excluding any gain from the sale of our assets for that period. Notwithstanding the above, we may reimburse the Advisor for expenses in excess of this limitation if a
majority of our independent directors determines that such excess expenses are justified based on unusual and non-recurring factors. We do not reimburse our Advisor or its affiliates for
personnel employment costs incurred by our Advisor or its affiliates in performing services under the advisory management agreement to the extent that such employees perform services for which the
Advisor receives a separate fee.

For
the trailing twelve months ended December 31, 2009, total operating expenses of approximately $6.7 million exceeded 2% of our AIA (which was approximately
$3.9 million) by

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approximately
$2.8 million. Our board of directors, including all of our independent directors, has reviewed this analysis and unanimously determined the excess to be justified considering that
we are currently in our acquisition and development stage, that certain investments are not stabilized and that we are continuing to raise capital for our Initial Public Offering of common stock where
the expenses incurred as a result of being a public company for audit and legal services, director and officer liability insurance and fees for board of directors are disproportionate to the Company's
AIA and NI.

We
are dependent on our Advisor, Behringer Securities and BHM Management for certain services that are essential to us, including the sale of shares of our common stock, asset
acquisition and disposition decisions, property management and leasing services and other general administrative responsibilities. In the event that these companies become unable to provide us with
the respective services, we would be required to obtain such services from other sources.

Independence

Although our shares are not listed for trading on any national securities exchange and therefore our board of directors is not subject
to the independence requirements of the NYSE or any other national securities exchange, our board has evaluated whether our directors are
"independent" as defined by the NYSE. The NYSE standards provide that to qualify as an independent director, in addition to satisfying certain bright-line criteria, the board of directors
must affirmatively determine that a director has no material relationship with us (either directly or as a partner, stockholder or officer of an organization that has a relationship with us).
Consistent with these considerations, after review of all relevant transactions or relationships between each director, or any of his family members, and Behringer Harvard Multifamily REIT I, our
senior management and our independent registered public accounting firm, the board has determined that the majority of the members of our board, and each member of our audit committee, compensation
committee and nominating committee, is "independent" as defined by the NYSE.

Item 14.    Principal Accounting Fees and Services.

Independent Registered Public Accounting Firm

Deloitte & Touche LLP has served as our independent registered public accounting firm since November 14, 2006. Our
management believes that Deloitte & Touche LLP is knowledgeable about our operations and accounting practices and is well qualified to act as our independent registered public accounting
firm.

Audit and Other Fees

The following table presents fees for professional services rendered by our independent registered public accounting firm,
Deloitte & Touche LLP, the member firms of Deloitte Touche Tohmatsu, and

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their
respective affiliates (collectively, "Deloitte & Touche") for the audits of our annual financial statements for the years ended December 31, 2009 and 2008:

2009

2008Audit Fees(1)

$
573,000

$
443,538Audit-Related Fees(2)


192,078


424,446Tax Fees(3)


11,000


24,931All Other Fees





Total Fees

$
776,078

$
892,915


(1)Audit
fees consist principally of fees for the audit of our annual consolidated financial statements and review of our consolidated financial statements
included in our quarterly reports on Form 10-Q.(2)Audit-related
fees consist of professional services performed in connection with a review of registration statements, as amended, for the public offerings
of our common stock audits and reviews of historical financial statements for property acquisitions (including compliance with the requirements of Rules 3-05, 3-06,
3-09 or 3-14) and Sarbanes-Oxley Act, Section 404 advisory services.(3)Tax
fees consist principally of assistance with matters related to tax compliance, tax planning and tax advice.


The
Audit Committee considers the provision of these services to be compatible with maintaining the independence of Deloitte & Touche LLP.

Audit Committee's Pre-Approval Policies and Procedures

The Audit Committee must approve any fee for services to be performed by the Company's independent registered public accounting firm in
advance of the service being performed. For proposed projects using the services of the Company's independent registered public accounting firm that are expected to cost under $25,000, the Audit
Committee will be provided information to review and must approve each project prior to commencement of any work. For proposed projects using the services of the Company's independent registered
public accounting firm that are expected to cost $25,000 and over, the Audit Committee will be provided with a detailed explanation of what is being included and asked to approve a maximum amount for
specifically identified services in each of the following categories: (a) audit fees; (b) audit-related fees; (c) tax fees; and (d) all other fees for any services allowed
to be performed by the independent registered public accounting firm. If additional amounts are needed, the Audit Committee must approve the increased amounts prior to the previously approved maximum
being reached and before the additional work may continue. Approval by the Audit Committee may be granted at its regularly scheduled meetings or otherwise, including by telephonic or other electronic
communications. The Company will report the status of the various types of approved services and fees, and cumulative amounts paid and owed, to the Audit Committee on a regular basis.

The
Audit Committee approved all of the services provided by, and fees paid to, Deloitte & Touche during the years ended December 31, 2009 and 2008.

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PART IV

Item 15.    Exhibits, Financial Statement Schedules.









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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this
report to be signed on its behalf by the undersigned, thereunto duly authorized.

Dated: March 31, 2010

By:

/s/ ROBERT S. AISNER Robert S. Aisner Chief Executive Officer


Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on
the dates indicated.

March 31, 2010

/s/ ROBERT M. BEHRINGER Robert M. Behringer Chairman of the Board and DirectorMarch 31, 2010

/s/ ROBERT S. AISNER Robert S. Aisner Chief Executive Officer and DirectorMarch 31, 2010

/s/ HOWARD S. GARFIELD Howard S. Garfield Chief Financial Officer, Chief Accounting Officer
    and TreasurerMarch 31, 2010

/s/ ROBERT J. CHAPMAN Robert J. Chapman PresidentMarch 31, 2010

/s/ SAMI S. ABBASI Sami S. Abbasi DirectorMarch 31, 2010

/s/ ROGER D. BOWLER Roger D. Bowler DirectorMarch 31, 2010

/s/ JONATHAN L. KEMPNER Jonathan L. Kempner DirectorMarch 31, 2010

/s/ E. ALAN PATTON E. Alan Patton Director


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INDEX TO FINANCIAL STATEMENTS



PageFinancial StatementsBehringer Harvard Multifamily REIT I, Inc.Consolidated Financial StatementsReport of Independent Registered Public Accounting Firm

F-2Consolidated Balance Sheets as of December 31, 2009 and 2008

F-3Consolidated Statements of Operations for the years ended December 31, 2009, 2008 and
2007

F-4Consolidated Statements of Stockholders' Equity for the years ended December 31, 2009, 2008
and 2007

F-5Consolidated Statements of Cash Flows for the years ended December 31, 2009, 2008 and
2007

F-6Notes to Consolidated Financial Statements

F-7Behringer Harvard VenturesCombined Financial StatementsReport of Independent Registered Public Accounting Firm

F-41Combined Balance Sheets as of December 31, 2009 and 2008

F-42Combined Statements of Operations for the years ended December 31, 2009 and 2008 and for the
period from June 1, 2007 (inception date of first Venture) through December 31, 2007

F-43Combined Statements of Equity for the years ended December 31, 2009 and 2008 and for the
period from June 1, 2007 (inception date of first Venture) through December 31, 2007

F-44Combined Statements of Cash Flows for the years ended December 31, 2009 and 2008 and for the
period from June 1, 2007 (inception date of first Venture) through December 31, 2007

F-45Notes to Combined Financial Statements

F-46Financial Statements SchedulesReport of Independent Registered Public Accounting Firm

F-67Schedule IIValuation and Qualifying Accounts

F-68Schedule IIIReal Estate and Accumulated Depreciation

F-69Schedule IVMortgage Loans on Real Estate

F-70


F-1

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Table of Contents

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To
the Board of Directors and Stockholders of
Behringer Harvard Multifamily REIT I, Inc.
Addison, Texas

We
have audited the accompanying consolidated balance sheets of Behringer Harvard Multifamily REIT I, Inc. and subsidiaries (the "Company") as of December 31, 2009 and 2008
and the related consolidated statements of operations, stockholders' equity and cash flows for each of the three years in the period ended December 31, 2009. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We
conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal
control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances,
but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes
examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In
our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2009 and 2008 and the
results of its operations and its cash flows for each of the three years in the period ended December 31, 2009 in conformity with accounting principles generally accepted in the United States
of America.

/s/ DELOITTE
& TOUCHE LLP

Dallas,
Texas
March 31, 2010

F-2

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Table of Contents



Behringer Harvard Multifamily REIT I, Inc.        Consolidated Balance Sheets        (in thousands, except share and per share amounts)

December 31,
2009

December 31,
2008AssetsReal estate:Land

$
39,100

$
Buildings and improvements


121,363


160,463


Less accumulated depreciation


(1,484
)

Total real estate, net


158,979


Investments in unconsolidated real estate joint ventures


279,859


96,505Cash and cash equivalents


77,540


23,771Note and other receivables


4,025


1Deferred financing costs, net


834


Receivables from affiliates


258


299Other assets, net


4,227


318Total assets

$
525,722

$
120,894Liabilities and stockholders' equityLiabilitiesMortgage loan payable

$
51,300

$
Payables to affiliates


2,278


627Distributions payable


3,248


832Accrued offering costs payable to affiliates


1,411


6,918Deferred lease revenues and other related liabilities, net


15,197


Tenant security deposits and prepaid rent


405


Accounts payable and other liabilities


866


123Total liabilities


74,705


8,500Commitments and contingenciesStockholders' equityPreferred stock, $.0001 par value per share; 125,000,000 shares authorized, none outstanding





Non-participating, non-voting convertible stock, $.0001 par value per share; 1,000 shares authorized, 1,000 shares issued and outstanding





Common stock, $.0001 par value per share; 875,000,000 shares authorized, 57,098,265 and 15,347,792 shares issued and outstanding at December 31, 2009
and December 31, 2008, respectively


5


1Additional paid-in capital


486,880


117,268Cumulative distributions and net loss


(35,868
)

(4,875
)Total stockholders' equity


451,017


112,394Total liabilities and stockholders' equity

$
525,722

$
120,894


See
Notes to Consolidated Financial Statements.

F-3

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Table of Contents



Behringer Harvard Multifamily REIT I, Inc.        Consolidated Statements of Operations        (in thousands, except per share amounts)

For the Years Ended December 31,2009

2008

2007Rental revenues

$
4,106

$


$
ExpensesProperty operating expenses


1,108





Real estate taxes


488





Asset management and other fees


2,051


884


218General and administrative expenses


3,231


1,599


483Acquisition expenses


3,393





Interest expense


101





642Depreciation and amortization


2,891


47


Total expenses


13,263


2,530


1,343Interest income


1,090


884


343Equity in earnings (loss) of investments in unconsolidated real estate joint ventures


(238
)

4,276


793Net income (loss)

$
(8,305
)
$
2,630

$
(207
)Weighted average number of common shares outstanding


32,473


14,351


2,731Basic and diluted income (loss) per share

$
(0.26
)
$
0.18

$
(0.08
)


See
Notes to Consolidated Financial Statements.

F-4

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Behringer Harvard Multifamily REIT I, Inc.        Consolidated Statements of Stockholders' Equity        (in thousands)

Convertible Stock

Common StockNumber
of Shares

Par
Value

Number
of Shares

Par
Value

Additional
Paid-in
Capital

Cumulative
Distributions and
Net Loss

Total
Stockholders'
EquityBalance at January 1, 2007




$



4

$


$
13

$
(14
)
$
(1
)Net loss

















(207
)

(207
)Issuances of common stock under:Sale of common stock, net








14,266


1


114,530





114,531Incentive award plan








3





24





24Distributions declared on common stock

















(927
)

(927
)Balance at December 31, 2007








14,273


1


114,567


(1,148
)

113,420Net income

















2,630


2,630Issuance of convertible stock


1











1





1Issuances of common stock under:Sale of common stock, net








1,074





2,647





2,647Incentive award plan














22





22Redemptions of common stock








(17
)




(140
)




(140
)Distributions declared on common stock

















(6,357
)

(6,357
)Stock issued pursuant to Distribution Reinvestment Plan, net








18





171





171Balance at December 31, 2008


1





15,348


1


117,268


(4,875
)

112,394Net loss

















(8,305
)

(8,305
)Sale of common stock, net








41,129


4


363,332





363,336Redemptions of common stock








(304
)




(2,512
)




(2,512
)Distributions declared on common stock

















(22,688
)

(22,688
)Stock issued pursuant to Distribution Reinvestment Plan, net








925





8,792





8,792Balance at December 31, 2009


1

$



57,098

$
5

$
486,880

$
(35,868
)
$
451,017


See Notes to Consolidated Financial Statements.

F-5

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Table of Contents



Behringer Harvard Multifamily REIT I, Inc.        Consolidated Statements of Cash Flows        (in thousands)

For the Years Ended December 31,2009

2008

2007Cash flows from operating activitiesNet Income (loss)

$
(8,305
)
$
2,630

$
(207
)Adjustments to reconcile net income to net cash provided by operating activities:Equity in (earnings) loss of investments in unconsolidated real estate joint ventures


238


(4,276
)

(793
)Distributions received from investments in unconsolidated real estate joint ventures


5,720


4,276


793Depreciation and amortization


1,482


47


Amortization of deferred financing costs


172





328Amortization of in-place lease intangibles


1,237





Amortization of deferred lease revenues and other related liabilities


(401
)




Stock-based compensation amortization





22


24Changes in operating assets and liabilities:Accounts payable and other liabilities


103


(71
)

204Other assets


(37
)

(206
)

(164
)Payables to affiliates


352


(67
)

130Accounts receivable


(317
)

28


(70
)Cash provided by operating activities


244


2,383


245Cash flows from investing activitiesAcquisition of and additions to wholly owned real estate


(147,942
)




Investments in unconsolidated real estate joint ventures


(193,930
)

(36,615
)

(58,293
)Issuances of note receivable


(2,183
)




(2,995
)Advances to/from unconsolidated real estate joint ventures


1,032





(226
)Repayments of advances to unconsolidated real estate joint ventures


(81
)

19


Prepaid or reimbursable acquisition costs


89





(518
)Proceeds from sales of interests in real estate ventures








1,969Return of investments in unconsolidated real estate joint ventures


4,205


1,176


160Escrow deposits


(2,158
)




(889
)Cash used in investing activities


(340,968
)

(35,420
)

(60,792
)Cash flows from financing activitiesProceeds from sales of common stock


410,705


10,712


127,498Proceeds from financing, net:Mortgage loan payable


50,446





Credit Facility








35,672Repayments of credit facility








(36,000
)Return of incentive units








(10
)Offering costs paid


(52,663
)

(1,368
)

(12,968
)Distributions on common stock paid


(11,483
)

(5,766
)

(515
)Redemptions of common stock


(2,512
)

(140
)

Change in payables to affiliates





(7
)

227Change in subscriptions for common stock





(53
)

53Change in subscription cash received





53


(53
)Cash provided by financing activities


394,493


3,431


113,904Net change in cash and cash equivalents


53,769


(29,606
)

53,357Cash and cash equivalents at beginning of year


23,771


53,377


20Cash and cash equivalents at end of year

$
77,540

$
23,771

$
53,377


See Notes to Consolidated Financial Statements.

F-6

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Table of Contents



Behringer Harvard Multifamily REIT I, Inc.        Notes to Consolidated Financial Statements

1. Organization and Business



Behringer Harvard Multifamily REIT I, Inc. (which, together with its subsidiaries as the context requires, may be referred to as
the "Company," "we," "us," or "our") was organized in Maryland on August 4, 2006 and has elected to be taxed, and currently qualifies, as a real estate investment trust ("REIT") for federal
income tax purposes. As a REIT, we generally are not subject to corporate-level income taxes. To maintain our REIT status, we are required, among other requirements, to distribute annually at least
90% of our "REIT taxable income," as defined by the Internal Revenue Code of 1986, as amended (the "Code"), to our stockholders. If we fail to qualify as a REIT in any taxable year, we would be
subject to federal income tax on our taxable income at regular corporate tax rates. As of December 31, 2009, we believe we are in compliance with all applicable REIT requirements.

We
invest in and operate high quality multifamily communities. These multifamily communities include conventional multifamily assets, such as mid-rise, high-rise,
and garden style properties, and may also include student housing and age-restricted properties, typically requiring residents to be age 55 or older. Our targeted communities include
existing "core" properties that are already stabilized and producing rental income as well as more opportunistic properties in various phases of development, redevelopment, in lease up or
repositioning. Further, we may invest in other types of commercial real estate, real estate-related securities, mortgage, bridge,
mezzanine or other loans and Section 1031 tenant-in-common interests, or in entities that make investments similar to the foregoing. We completed our first investment in
April 2007 and, as of December 31, 2009, we have made investments in twenty multifamily communities of which eight are stabilized operating properties, ten are in lease up and two are in
development. We have made and intend to continue making investments both in wholly owned investments and through co-investment arrangements with other participants
("Co-Investment Ventures").

We
have no employees and are supported by related party service agreements. We are externally managed by Behringer Harvard Multifamily Advisors I LP ("Behringer Harvard
Multifamily Advisors I" or the "Advisor"), a Texas limited partnership organized in 2006. The Advisor is responsible for managing our affairs on a day-to-day basis and for
identifying and making real estate investments on our behalf. Substantially all our business is conducted through our operating partnership, Behringer Harvard Multifamily OP I LP, a Delaware
limited partnership ("Behringer Harvard Multifamily OP I"). Our wholly owned subsidiary, BHMF, Inc., a Delaware corporation ("BHMF Inc.") owns less than 0.1% of Behringer Harvard
Multifamily OP I as its sole general partner. The remaining ownership interest in Behringer Harvard Multifamily OP I is held as a limited partner's interest by our wholly owned subsidiary BHMF
Business Trust, a Maryland business trust.



On November 22, 2006, we commenced a private offering pursuant to Regulation D of the Securities Act of 1933, as amended
(the "Securities Act") to sell a maximum of approximately $400 million of common stock to accredited investors (the "Private Offering"). We terminated the Private Offering on
December 28, 2007. We sold a total of approximately 14.2 million shares of common stock and raised a total of approximately $127.3 million in gross offering proceeds in the
Private Offering. Net proceeds after selling commissions, dealer manager fees, and other offering costs were approximately $114.3 million.

F-7

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Table of Contents

Behringer Harvard Multifamily REIT I, Inc.

Notes to Consolidated Financial Statements (Continued)

1. Organization and Business (Continued)

On
September 5, 2008, we commenced our initial public offering (the "Initial Public Offering") of up to 200,000,000 shares of common stock offered at a price of $10.00 per share
pursuant to a Registration Statement on Form S-11 filed under the Securities Act. The Initial Public Offering also covered the registration of up to an additional 50,000,000 shares
of common stock at a price of $9.50 per share pursuant to our distribution reinvestment plan ("DRIP"). We reserve the right to reallocate shares of our common stock between the primary offering and
our DRIP. As of December 31, 2009, we have sold a total of approximately 43.1 million shares of common stock and raised a total of
approximately $430.4 million in gross offering proceeds in the Initial Public Offering. Net proceeds, after selling commissions, dealer manager fees, and other offering costs were approximately
$374.9 million.

Our
common stock is not currently listed on a national securities exchange. However, management anticipates within four to six years after the termination of our public offering to begin
the process of either listing the common stock on a national securities exchange or liquidating our assets, depending on then-prevailing market conditions.

2. Summary of Significant Accounting Policies



The preparation of consolidated financial statements in conformity with generally accepted accounting procedures ("GAAP") requires
management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial
statements and the reported amounts of revenues and expenses during the reporting period. These estimates include such items as: the purchase price allocation for real estate acquisitions; impairment
of long-lived assets, notes receivable and equity-method real estate investments; fair value evaluations; revenue recognition of note receivable interest income and equity in earnings of
investments in unconsolidated real estate joint ventures; depreciation and amortization; and allowance for doubtful accounts. Actual results could differ from those estimates.



Our consolidated financial statements include our accounts, the accounts of variable interest entities in which we are the primary
beneficiary and the accounts of other subsidiaries over which we have control. All inter-company transactions, balances and profits have been eliminated in consolidation. Interests in entities are
evaluated based on applicable GAAP, which requires the consolidation of variable interest entities in which we are deemed to be the primary beneficiary. If the interest in the entity is determined to
not be a variable interest entity, then the entities are evaluated for consolidation based on legal form, economic substance, and the extent to which we have control and/or substantive participation
rights under the respective ownership agreement.

There
are judgments and estimates involved in determining if an entity in which we will make an investment will be variable interest entities ("VIEs") and if so, if we will be the
primary beneficiary. The entity will be evaluated to determine if it is a VIE by, among other things, calculating the percentage of equity being risked compared to the total equity of the entity.
There are some guidelines as to what the minimum equity at risk should be, but the percentage can vary depending upon the industry or the type of operations of the entity and it will be up to our
Advisor to determine that minimum percentage as it relates to our business and the facts surrounding each of our acquisitions. In

F-8

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Table of Contents

Behringer Harvard Multifamily REIT I, Inc.

Notes to Consolidated Financial Statements (Continued)

2. Summary of Significant Accounting Policies (Continued)

addition,
even if the entity's equity at risk is a very low percentage, our Advisor will be required to evaluate the equity at risk compared to the entity's expected future losses to determine if
there could still in fact be sufficient equity in the entity. Determining expected future losses involves assumptions of various possibilities of the results of future operations of the entity,
assigning a probability to each possibility using a discount rate to determine the net present value of those future losses and allocating those losses between the equity owners, subordinated lenders
or other variable interests. The determination will also be based on an evaluation of the voting rights of partners in relation to their economic participation in benefits or obligation to absorb
losses. As partnership agreements have various terms which may change over time or based on future results, these evaluations require complex analysis and weighting of different factors. A change in
the judgments, assumptions, allocations and estimates outlined above could result in consolidating an entity that should not be consolidated or accounting for an investment on the equity method that
should in fact be consolidated, the effects of which could be material to our results of operations and financial condition.

For
other investments, we must evaluate whether we have control of an entity, where there are judgments involved in determining if provisions in governing agreements provide protective
or participating rights for us, our Co-Investment Ventures or other equity owners. This evaluation includes an assessment of multiple terms as to their economic effect to the operations of
the entity, how relevant the term is to the recurring operations of the entity and the weighing of each item to determine whether in the aggregate which owner, if any, has control. These assessments
would affect
whether an entity should be consolidated or reported on the equity method, the effects of which could be material to our results of operations and financial condition.



For real estate properties acquired by us or our Co-Investment Ventures classified as business combinations, we allocate
the purchase price, after adjusting for settlement of any pre-existing relationships, to the tangible assets acquired, consisting of land, inclusive of associated rights, and buildings,
any assumed debt, identified intangible assets and liabilities and asset retirement obligations based on their fair values. Identified intangible assets and liabilities primarily consist of the fair
value of in-place leases, including tenant relationships. Goodwill is recognized as of the acquisition date and measured as the aggregate fair value of the consideration transferred and
any noncontrolling interests in the acquiree over the fair value of identifiable net assets acquired. Likewise, a bargain purchase gain is recognized in current earnings when the aggregate fair value
of the consideration transferred and any noncontrolling interests in the acquiree is less than the fair value of the identifiable net assets acquired.

The
fair value of any tangible assets acquired, expected to consist of land and buildings, is determined by valuing the property as if it were vacant, and the
"as-if-vacant" value is then allocated to land, buildings and improvements. Land values are derived from appraisals, and building values are calculated as replacement cost less
depreciation or estimates of the relative fair value of these assets using discounted cash flow analyses or similar methods. Buildings are depreciated over their estimated useful lives ranging from 25
to 35 years using the straight-line method. Improvements are depreciated over their estimated useful lives ranging from 3 to 15 years using the straight-line
method.

We
determine the value of in-place lease values and tenant relationships based on our evaluation of the specific characteristics of each tenant's lease and our overall
relationship with that respective tenant. The aggregate value of in-place leases and tenant relationships was determined by applying a

F-9

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Table of Contents

Behringer Harvard Multifamily REIT I, Inc.

Notes to Consolidated Financial Statements (Continued)

2. Summary of Significant Accounting Policies (Continued)

fair
value model. The estimates of fair value of in-place leases includes an estimate of carrying costs during the expected lease-up periods for the respective units
considering current market conditions. In estimating fair value of in-place leases, we consider items such as real estate taxes, insurance, leasing commissions, legal expenses, tenant
improvements and other operating expenses to execute similar deals as well as projected rental revenue and carrying costs during the expected lease-up period. The estimate of the fair
value of tenant relationships also includes an estimate of the likelihood of renewal as determined by management.

We
determine the value of above-market and below-market in-place leases for acquired properties based on the present value (using an interest rate that reflects the risks
associated with the leases acquired) of the difference between (1) the contractual amounts to be paid pursuant to the in-place leases and (2) estimates of current market
lease rates for the corresponding in-place leases, measured over a period equal to (a) the remaining non-cancelable lease term for above-market leases, or (b) the
remaining non-cancelable lease term plus any fixed rate renewal options for below-market leases. We record the fair value of above-market and below-market leases as intangible assets or
intangible liabilities, respectively, and amortize them as an adjustment to rental income over the above determined lease term.

We
amortize the value of in-place leases acquired to expense over the term of the leases. The value of tenant relationship intangibles will be amortized to expense over the
initial term and any anticipated renewal periods, but in no event will the amortization period for intangible assets exceed the remaining depreciable life of the building. Intangible lease assets are
recorded within other assets, and intangible lease liabilities are recorded within deferred lease revenues and other related liabilities.

We
determine the fair value of assumed debt by calculating the net present value of the scheduled debt service payments using interest rates for debt with similar terms and remaining
maturities that management believes we could obtain. Any difference between the fair value and stated value of the assumed debt is recorded as a discount or premium and amortized over the remaining
life of the loan.

Initial
valuations are subject to change until our information is finalized, which is no later than 12 months from the acquisition date. We have had no significant valuation
changes for acquisitions prior to December 31, 2009.



For any properties wholly owned by us or our Co-Investment Ventures, we monitor events and changes in circumstances
indicating that the carrying amounts of the real estate assets may not be recoverable. When such events or changes in circumstances are present, we assess potential impairment by comparing estimated
future undiscounted operating cash flows expected to be generated over the life of the asset including its eventual disposition, to the carrying amount of the asset. In the event that the carrying
amount exceeds the estimated future undiscounted operating cash flows, we recognize an impairment loss to adjust the carrying amount of the asset to estimated fair value.

For
real estate we own through an investment in an unconsolidated real estate joint venture or other similar real estate investment structure, at each reporting date we compare the
estimated fair value of our real estate investment to the carrying value. An impairment charge is recorded to the extent the fair value of our real estate investment is less than the carrying amount
and the decline in

F-10

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Table of Contents

Behringer Harvard Multifamily REIT I, Inc.

Notes to Consolidated Financial Statements (Continued)

2. Summary of Significant Accounting Policies (Continued)

value
is determined to be other than a temporary decline. We did not record any impairment losses for the years ended December 31, 2009, 2008 or 2007.



We consider investments in bank deposits, money market funds and highly-liquid cash investments with original maturities of three
months or less to be cash equivalents.



Notes receivable are reported at their outstanding principal balances net of any unearned income and unamortized deferred fees and
costs. Loan origination fees and certain direct origination costs are generally deferred and recognized as adjustments to interest income over the lives of the related loans.

In
accounting for notes receivable by us or our Co-Investment Ventures, we evaluate whether the investments are loans, investments in joint ventures or acquisitions of real
estate. In addition, we evaluate whether the loans contain any rights to participate in expected residual profits, provide sufficient collateral or qualifying guarantees or include other
characteristics of a loan. As a result of our review, neither our wholly owned loan nor the loans made through our Co-Investment Ventures contain a right to participate in expected
residual profits. In addition, the project borrowers remain obligated to pay principal and interest due on the loan with sufficient collateral, reserves or qualifying guarantees.

We
assess notes receivable for impairment in accordance with applicable GAAP. Based on specific circumstances, we determine whether it is probable that there has been an adverse change
in the estimated cash flows of the contractual payments for the notes receivable. We then assess the impairment based on the probability to collect all contractual amounts. If the impairment is
probable, we recognize an impairment loss equal to the difference between our or the
Co-Investment Venture's investment in the note receivable and the present value of the estimated cash flows discounted at the note receivable's effective interest rate. Where we have the
intent and the ability to foreclose on our security interest in the property, we will use the collateral's fair value as a basis for the impairment.

There
are judgments involved in determining the probability for an impairment to collect contractual amounts. As these types of notes receivable are generally investment specific based
on the particular loan terms and the underlying project characteristics, there is usually no secondary market to evaluate impairments. Accordingly, we must rely on our subjective judgments and
individual weightings of the specific factors. If notes receivable are considered impaired, then judgments and estimates are required to determine the projected cash flows for the notes receivable,
considering the borrower's or, if applicable, the guarantor's financial condition and the consideration and valuation of the secured property and any other collateral. Changes in these facts or in our
judgments and assessments of these facts could result in impairment losses which could be material to our consolidated financial statements.



We or our Co-Investment Ventures account for certain investments in unconsolidated real estate joint ventures using the
equity method of accounting because we exercise significant influence over, but do not control, these entities. These investments are initially recorded at cost and are adjusted for our

F-11

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Table of Contents

Behringer Harvard Multifamily REIT I, Inc.

Notes to Consolidated Financial Statements (Continued)

2. Summary of Significant Accounting Policies (Continued)

share
of equity in earnings and distributions. We report our share of income and losses based on our economic interests in the entities.

We
capitalized interest expense to investments in unconsolidated real estate joint ventures for our share of qualified expenditures.

We
amortize any excess of the carrying value of our investments in joint ventures over the book value of the underlying equity over the estimated useful lives of the underlying operating
property, which represents the assets to which the excess is most clearly related.

When
we or our Co-Investment Ventures acquire a controlling interest in a previously noncontrolled investment, a gain or loss is recognized for the differences between the
investment's carrying value and fair value.



Deferred financing costs are recorded at cost and are amortized to interest expense using a straight-line method that
approximates the effective interest method over the life of the related debt.



Rental income related to leases is recognized on an accrual basis when due from residents, generally on a monthly basis. Rental
revenues for leases with uneven payments and terms greater than one year are recognized on a straight-line basis over the term of the lease. Any deferred revenue is recorded as a liability
within deferred lease revenues and other related liabilities.



Acquisition costs for business combinations, which are expected to include most wholly owned properties, are expensed when it is
probable that the transaction will be accounted for as a business combination and the purchase will be consummated. Acquisition costs related to investments in unconsolidated real estate joint
ventures are capitalized as a part of our basis in the investment. Pursuant to our Advisory Management Agreement (as defined below), our Advisor is obligated to reimburse us for all investment-related
expenses the Company pursues but ultimately does not consummate. Prior to the determination of its status, amounts incurred are recorded in other assets. Acquisition costs and expenses include amounts
incurred with our Advisor and with third parties.



Our Advisor is obligated to pay all of our Initial Public Offering and Private Offering organization and offering costs and we are
required to make reimbursements in accordance with the Advisory Management Agreement, as amended. Organization expenses are
expensed as incurred. Offering costs are recognized based on estimated amounts probable of reimbursement and are offset against additional paid-in capital.



We account for the possible redemption of our shares by classifying securities that are convertible for cash at the option of the
holder outside of equity. We do not reclassify the shares to be redeemed from equity to a liability until such time as the redemption has been formally approved. The portion of the redeemed common
stock in excess of the par value is charged to additional paid-in capital.

F-12

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Table of Contents

Behringer Harvard Multifamily REIT I, Inc.

Notes to Consolidated Financial Statements (Continued)

2. Summary of Significant Accounting Policies (Continued)



We have elected to be taxed as a REIT under Sections 856 through 860 of the Code and have qualified as a REIT since the year
ended December 31, 2007. To qualify as a REIT, we must meet a number of organizational and operational requirements, including a requirement that we distribute at least 90% of our REIT taxable
income to our stockholders. As a REIT, we generally will not be subject to federal income tax at the corporate level. We are organized and operate in such a manner as to qualify for taxation as a REIT
under the Code and intend to continue to operate in such a manner, but no assurance can be given that we will operate in a manner so as to remain qualified as a REIT.

We
have evaluated the current and deferred income tax related to state taxes, where we do not have a REIT exemption, and we have no significant tax liability or benefit as of
December 31, 2009 and 2008. In addition, we recognized no current tax expense for the years ended December 31, 2009 and 2008 related to the Texas margin tax or other jurisdictions other
than our share of insignificant amounts included in equity in earnings in investments in unconsolidated real estate joint ventures.

We
recognize the financial statement benefit of an uncertain tax position only after determining that the relevant tax authority would more likely than not sustain the position following
an audit. As of December 31, 2009, we have no significant uncertain tax positions.



We have a stock-based incentive award plan for our directors and consultants and for employees, directors and consultants of our
affiliates, and our Advisor. Awards are granted at the fair market value on the date of grant with fair value estimated using the Black-Scholes-Merton option valuation model, which incorporates
assumptions surrounding volatility, dividend yield, the risk-free interest rate, expected life, and the exercise price as compared to the underlying stock price on the grant date. The tax
benefits associated with these stock-based payments are to be classified as financing activities in the Consolidated Statements of Cash Flows.

We
have issued a total of 6,000 shares of restricted stock to our independent directors. These restricted shares are fully vested. The fair value of the restricted stock was recognized
as compensation expense on a straight-line basis over the required service period. We have not recognized any significant compensation expense.



We invest our cash and cash equivalents between several banking institutions and money market accounts in an attempt to minimize
exposure to any one of these entities. As of December 31, 2009 and 2008, we had cash and cash equivalents deposited in certain financial institutions in excess of federally-insured levels. We
regularly monitor the financial stability of these financial institutions and believe that we are not exposed to any significant credit risk in cash and cash equivalents.



Basic earnings per share is calculated by dividing net earnings available to common stockholders by the weighted average common shares
outstanding during the period. Diluted earnings per share is calculated similarly, except that during periods of net income it includes the dilutive effect of the assumed exercise of securities,
including the effect of shares issuable under our stock-based incentive

F-13

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Table of Contents

Behringer Harvard Multifamily REIT I, Inc.

Notes to Consolidated Financial Statements (Continued)

2. Summary of Significant Accounting Policies (Continued)

plans.
During periods of net loss, the assumed exercise of securities is anti-dilutive and are not included in the calculation of earnings per share.

The
Behringer Harvard Multifamily REIT I, Inc. Amended and Restated 2006 Incentive Award Plan ("Incentive Award Plan") authorizes the grant of non-qualified and
incentive stock options, restricted stock awards, restricted stock units, stock appreciation rights, dividend equivalents and other stock-based awards. A total of 10,000,000 shares has been authorized
and reserved for issuance under the Incentive Award Plan. As of December 31, 2009, no options have been issued. As of December 31, 2009 and 2008, 6,000 shares of the restricted stock
have been included in the basic and dilutive earnings per share calculation.

As
of December 31, 2009 and 2008, we had 1,000 shares of convertible stock issued and outstanding, no shares of preferred stock issued and outstanding, and had no options to
purchase shares of common stock outstanding. The convertible stock is not included in the dilutive earnings per share because the shares of convertible stock do not participate in earnings and would
currently not be convertible into any common shares, if converted.



Our current business consists of investing in and operating multifamily communities. Substantially all of our consolidated net income
is from investments in real estate properties that we wholly own or own through Co-Investment Ventures, which we account for under the equity method of accounting. Our management evaluates
operating performance on an individual investment level. However, as each of our investments has similar economic characteristics in our consolidated financial statements, the Company is managed on an
enterprise-wide basis with one reportable segment.



In connection with our assessments and determinations of fair value for many real estate assets and financial instruments, there are
generally not available observable market price inputs for substantially the same items. Accordingly, our Advisor makes assumptions and uses various estimates and pricing models, including, but not
limited to, the estimated useful lives of the assets, the cost of replacing certain assets, discount and interest rates used to determine present values and market rental rates. Many of these
estimates are from the perspective of market participants and will also be obtained from independent third-party appraisals. However, our Advisor will be responsible for the source and use of these
estimates. A change in these estimates and assumptions could be material to our results of operations and financial condition.

As
of December 31, 2009, we believe the carrying values of cash and cash equivalents, note receivable, receivables and payables from affiliates and mortgage loan payable
approximate their fair values. As of December 31, 2009 and 2008, we had no assets or liabilities measured at fair value on a recurring or nonrecurring basis.



Certain financial information from the previous fiscal years has been revised to conform to the current year presentation. This
revision to the historical presentation does not reflect a material change to the information presented in the Consolidated Statements of Operations.

F-14

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Table of Contents

Behringer Harvard Multifamily REIT I, Inc.

Notes to Consolidated Financial Statements (Continued)

2. Summary of Significant Accounting Policies (Continued)

For
the years ended December 31, 2008 and 2007, in order to combine insignificant amounts, we revised the presentation of the Consolidated Statements of Operations to combine the
organization expenses caption and the general and administrative expenses into one caption titled general and administrative expenses.

3. New Accounting Pronouncements

In June 2009, the Financial Accounting Standards Board ("FASB") issued an amendment to the authoritative guidance on the consolidation of variable interest entities. This guidance
eliminates exceptions to consolidating qualifying special-purpose entities, contains new criteria for determining the primary beneficiary, and increases the frequency of required reassessments to
determine whether a company is the primary beneficiary of a variable interest entity. This guidance also contains a new requirement that any term, transaction, or arrangement that does not have a
substantive effect on an entity's status as a variable interest entity, a company's power over a variable interest entity, or a company's obligation to absorb losses or its rights to receive benefits
of an entity must be disregarded in evaluating whether an entity is a variable interest entity. This guidance is applicable for annual periods after November 15, 2009 and interim periods
thereafter. The adoption of this guidance will not have a material impact on our financial statements.

In
May 2009, the FASB issued authoritative guidance for subsequent events. This guidance establishes general standards of accounting for and disclosure of events that occur after the
balance sheet date but before financial statements are issued or are available to be issued. We included the required disclosures in the accompanying notes to these consolidated financial statements
(see footnote 11).

In
April 2009, the FASB issued additional authoritative guidance for estimating fair value when the volume and level of activity for the asset or liability have significantly decreased.
Based on this guidance, if an entity determines that the level of activity for an asset or liability has significantly decreased and that a transaction is not orderly, further analysis of transactions
or quoted prices is needed, and a significant adjustment to the transaction or quoted prices may be necessary to estimate fair value. This guidance is to be applied prospectively and is effective for
interim and annual periods after June 15, 2009 with early adoption permitted for periods after March 15, 2009. The adoption of this guidance did not have a material impact on our
consolidated financial statements.

In
December 2007, the FASB issued updated accounting guidance on business combinations. The updated guidance retains the fundamental requirement that the acquisition method of
accounting, or purchase method, be used for all business combinations and for an acquirer to be identified for each business combination. This Statement is broader in scope than the original guidance,
which applied only to business combinations in which control was obtained by transferring consideration. The updated guidance applies the same method of accounting (the acquisition method) to all
transactions and other events in which one entity obtains control over one or more other businesses. This Statement also makes certain other modifications, including a broader definition of a business
and the requirement that acquisition related costs are expensed as incurred. This statement applies to business combinations occurring on or after the beginning of the first annual reporting period
beginning on or after December 15, 2008. The acquisition of real estate property has been determined to meet the definition of a business combination as defined in the updated guidance. We
adopted this guidance on January 1,

F-15

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Table of Contents

Behringer Harvard Multifamily REIT I, Inc.

Notes to Consolidated Financial Statements (Continued)

3. New Accounting Pronouncements (Continued)

2009
and expect that it will have a material effect on our accounting for future acquisitions of properties, primarily as acquisition costs will no longer be capitalized, but will be expensed.

In
December 2007, the FASB issued authoritative guidance on noncontrolling interests. This guidance clarifies that a noncontrolling interest in a subsidiary, which is sometimes referred
to as minority interest, is an ownership interest in the consolidated entity that should be reported as equity in the consolidated financial statements. Among other requirements, this guidance
requires consolidated net income to be reported, on the face of the consolidated statement of operations, at amounts that include the amounts attributable to both the parent and the noncontrolling
interest. Our adoption of this guidance on January 1, 2009 increased our total equity. Net income (loss) no longer includes an allocation of income or losses to noncontrolling interests. Income
available to common stockholders was not affected.

In
November 2008, the FASB reached a consensus for authoritative guidance on equity method investment accounting considerations which was issued to clarify how the application of equity
method accounting will be affected in business combinations and noncontrolling interests. This guidance clarifies that an entity shall continue to use the cost accumulation model for its equity method
investments. It also confirms past accounting practices related to the treatment of contingent consideration and the use of the impairment model for equity method accounting. Additionally, it requires
an equity method investor to account for a share issuance by an investee as if the investor had sold a proportionate share of the investment. This guidance was effective January 1, 2009 and
applies
prospectively. The adoption of this guidance did not have a material impact on our consolidated financial statements.

4. Real Estate Investments

We make real estate investments through entities wholly owned by us or through unconsolidated real estate joint ventures. As of December 31, 2009, we had three wholly owned real
estate investments and 17 investments in unconsolidated real estate joint ventures. As of December 31, 2008, we had ten investments in unconsolidated real estate joint ventures. All of our
investments in unconsolidated real estate joint ventures are BHMP CO-JVs (as defined below). We are not limited to joint ventures through BHMP CO-JVs, as we may choose other
joint venture partners or investment structures.

The
following presents our wholly owned real estate investments and our investments in unconsolidated real estate joint ventures as of December 31, 2009. The investments are
categorized based on the type of investment, on the stages in the development and operation of the investment and for investments in unconsolidated real estate joint ventures based on its type of
underlying investment. The definitions of each stage are as follows:



F-16

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Table of Contents

Behringer Harvard Multifamily REIT I, Inc.

Notes to Consolidated Financial Statements (Continued)

4. Real Estate Investments (Continued)



Occupancy
data is presented upon stabilization of the property.

Investments in Real Estate

Location

Purchase Date

Units
(unaudited)

Occupancy
Rate
(unaudited)

Total Real Estate,
net (in millions)Stabilized / Non-comparable:The Gallery at NoHo Commons(1)(8)

Los Angeles, CA

3rd Quarter 2009


438


90
%
$
106.0Mariposa Loft Apartments

Atlanta, GA

3rd Quarter 2009


253


91
%

27.9Grand Reserve Orange

Orange, CT

4th Quarter 2009


168


92
%

25.1859




$
159.0


F-17

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Table of Contents

Behringer Harvard Multifamily REIT I, Inc.

Notes to Consolidated Financial Statements (Continued)

4. Real Estate Investments (Continued)

Investments in Unconsolidated Real Estate Joint Ventures(2)

Location

Acquisition,
Completion, or
Estimated Future
Completion Date

Units
(unaudited)

Occupancy
Rate
(unaudited)

Our Investment
in Unconsolidated
Real Estate
Joint Ventures
(in millions)Equity InvestmentsStabilized / Comparable:The Reserve at Johns Creek Walk(2)(3)(8)

Johns Creek, GA

3rd Quarter 2007


210


93
%
$
4.0Stabilized / Non-comparable:Halstead(4)

Houston, TX

2nd Quarter 2009


301


90
%

3.4Waterford Place(4)

Dublin, CA

3rd Quarter 2009


390


92
%

11.0Burrough's Mill Apartment Homes(4)

Cherry Hill, NJ

3rd Quarter 2009


308


92
%

8.1Calypso Apartments and Lofts(4)

Irvine, CA

4th Quarter 2009


177


89
%

27.4Lease ups:The Eclipse(4)(5)

Houston, TX

2nd Quarter 2009


330


N/A


19.7Forty55 Lofts(4)

Marina del Rey, CA

3rd Quarter 2009


140


N/A


26.2Cyan/PDX(2)(4)(6)

Portland, OR

4th Quarter 2009


352


N/A


46.2San Sebastian(4)

Laguna Beach, CA

4th Quarter 2009


134


N/A


19.955 Hundred(3)(6)(7)(8)

Arlington, VA

1st Quarter 2010


234


N/A


23.6Bailey's Crossing(3)(8)(9)

Alexandria, VA

2nd Quarter 2010


414


N/A


29.8Equity and Loan InvestmentsLease ups:The Venue(8)(10)

Clark County, NV

4th Quarter 2009


168


N/A


4.5Satori(6)(8)(10)

Fort Lauderdale, FL

1st Quarter 2010


279


N/A


12.3Developments:Skye 2905(6)(8)(10)

Denver, CO

4th Quarter 2010


400


N/A


12.9Veritas(8)(10)

Henderson, NV

1st Quarter 2011


430


N/A


14.9Loan InvestmentsLease ups:Grand Reserve(8)(11)

Dallas, TX

1st Quarter 2010


149


N/A


5.1The Cameron(6)(8)(11)

Silver Spring, MD

2nd Quarter 2010


325


N/A


10.94,741




$
279.9Total Units


5,600


(1)Purchase
price of The Gallery at NoHo Commons was $96.0 million, before normal closing costs and prorations.(2)Our
ownership interest in all our investments in unconsolidated real estate joint ventures is 55% except for The Reserve at Johns Creek Walk (64%) and
Cyan/PDX (70%).(3)Equity
investment in a BHMP CO-JV in a Property Entity with unaffiliated third parties.(4)Equity
investment wholly owned by a BHMP CO-JV.(5)Through
November 12, 2009, the BHMP CO-JV had an equity investment in a Property Entity that included a third party developer. Subsequent
to November 12, 2009, the BHMP CO-JV wholly owned the multifamily community.(6)Includes
retail space, where the total approximate square footage of retail space of gross leasable area ("GLA") for all these investments totals 34,540
square feet (unaudited), approximately 2% (unaudited) of total rentable area.


F-18

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Table of Contents

Behringer Harvard Multifamily REIT I, Inc.

Notes to Consolidated Financial Statements (Continued)

4. Real Estate Investments (Continued)

(7)Through
November 23, 2009, the BHMP CO-JV had a mezzanine loan investment and an equity interest in a Property Entity that included a
third party developer. Subsequent to November 23, 2009, the BHMP CO-JV contributed additional equity and the mezzanine loan investment was converted to an equity investment.(8)Equity
interest in the property owned by BHMP CO-JV and/or other owners may be subject to call rights, put rights and/or buy sell rights and/or
right of BHMP CO-JV to convert mezzanine loan to equity in the property.(9)Through
November 30, 2009, the BHMP CO-JV had a mezzanine loan investment in a Property Entity owned by a third-party developer.
Subsequent to November 30, 2009, the BHMP CO-JV contributed additional equity and the mezzanine loan investment was converted into an equity investment.(10)Mezzanine
loan investment and equity investment by a BHMP CO-JV in a joint venture with unaffiliated third parties.(11)Mezzanine
loan investment by a BHMP CO-JV.




In 2009, we acquired three wholly owned multifamily communities, The Gallery at NoHo Commons, Mariposa Loft Apartments and Grand
Reserve Orange totaling 859 units for an aggregate purchase price, excluding closing costs, of approximately $150.3 million, paid in cash funded from the proceeds of our Initial Public
Offering. No mortgage debt was assumed or obtained in connection with the acquisitions. On October 28, 2009, we closed on a $51.3 million loan financing collateralized by our real estate
investment in The Gallery at NoHo Commons. We did not have any wholly owned investments in real estate as of December 31, 2008.

The
following tables present certain additional information regarding our material acquisition, The Gallery at NoHo, and the other wholly owned acquisitions acquired in 2009. The amounts
recognized for major assets acquired and liabilities assumed as of the acquisition date are as follows (in millions):

The Gallery at
NoHo Commons

Other Wholly
Owned Acquisitions

TotalLand

$
28.7

$
10.4

$
39.1Buildings and improvements


78.2


43.0


121.2Acquired intangible assets


1.5


0.9


2.4Note and other receivables


1.4





1.4Deferred lease revenues and other related liabilities


(13.8
)




(13.8
)Total

$
96.0

$
54.3

$
150.3




F-19

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Table of Contents

Behringer Harvard Multifamily REIT I, Inc.

Notes to Consolidated Financial Statements (Continued)

4. Real Estate Investments (Continued)

The amounts recognized for revenues and net losses assumed from the acquisition dates to December 31, 2009 are as follows (in millions):

The Gallery at
NoHo Commons

Other Wholly
Owned AcquisitionsRevenues

$
2.6

$
1.5Net loss

$
(0.9
)
$
(0.2
)




The
following unaudited pro forma information is presented as if we acquired our wholly owned multifamily communities on January 1, 2008. This information is not necessarily
indicative of what the actual results of operations would have been had we completed these transactions on January 1, 2008, nor does it purport to represent our future operations (amounts in
millions, expect per share):

Pro Forma for the Years Ended December 31,2009

2008Revenue

$
15.1

$
14.4Net loss

$
(2.9
)
$
(2.3
)Net loss per share

$
(0.08
)
$
(0.10
)




Depreciation
expense associated with all of our wholly owned buildings and improvements for the year ended December 31, 2009 was approximately $1.5 million. Accumulated
depreciation associated with all of our wholly owned buildings and improvements as of December 31, 2009 was approximately $1.5 million.

Cost
of lease intangibles related to our wholly owned investments in real estate consisted of the value of in-place leases and are included in other assets. As of
December 31, 2009, the value of in-place leases was approximately $2.4 million and accumulated amortization was $1.2 million. The amortization expense for the value of
in-place leases will be fully amortized in 2010.



We have entered into 17 separate joint ventures with Behringer Harvard Master Partnership I LP (the "BHMP
Co-Investment Partner") through entities in which we are the manager. The 1% general partner of the BHMP Co-Investment Partner is Behringer Harvard
Institutional GP LP, which is an affiliate of our Advisor and is indirectly owned by our sponsor, Behringer Harvard Holdings, LLC. The 99% limited partner of the BHMP
Co-Investment Partner is Stichting Depositary PGGM Private Real Estate Fund, a Dutch foundation acting in its capacity as depositary of and for the account and risk of PGGM Private Real
Estate Fund, an investment vehicle for large Dutch pension funds ("PGGM").

F-20

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Table of Contents

Behringer Harvard Multifamily REIT I, Inc.

Notes to Consolidated Financial Statements (Continued)

4. Real Estate Investments (Continued)

Substantially
all of the capital provided to the BHMP Co-Investment Partner is from PGGM. We have no ownership or other direct financial interests in either of these entities.

Each
of our separate joint ventures with the BHMP Co-Investment Partner is made through a separate entity that owns 100% of the voting equity interests and approximately 99%
of the economic interests in one subsidiary REIT, through which substantially all of the joint venture's business is conducted. Each separate joint venture entity, together with its respective
subsidiary REIT, is referred to herein as a "BHMP CO-JV." Each BHMP CO-JV is a separate legal entity formed for the sole purpose of holding its respective investment and
obtaining legally separated debt and equity financing. In certain circumstances the governing documents of the BHMP CO-JV may require the subsidiary REIT to be disposed of via a sale of
its capital stock rather than as an asset sale by that subsidiary REIT.

Each
BHMP CO-JV is managed by us or a subsidiary of ours, but the operation of the BHMP CO-JV's investment must generally be conducted in accordance with
operating plans approved by the BHMP Co-Investment Partner. In addition, without the consent of all members of the BHMP CO-JV, the manager may not generally approve or
disapprove on behalf of the BHMP CO-JV certain major decisions affecting the BHMP CO-JV, such as (i) selling or otherwise disposing of the BHMP CO-JV's
investment or any other property having a value in excess of $100,000, (ii) selling any additional interests in the BHMP CO-JV, (iii) approving initial and annual operating
plans and capital expenditures or (iv) incurring or materially modifying any indebtedness of the BHMP CO-JV in excess of $100,000 or causing the BHMP CO-JV to become
liable for any debt, obligation or undertaking of any other individual or entity in excess of $100,000 other than in accordance with the operating plans. The BHMP Co-Investment Partner may
remove the manager for cause and appoint a successor. Distributions of net cash flow from the BHMP CO-JV will be distributed to the members no less than quarterly in accordance with the
members' ownership interests. BHMP CO-JV capital contributions and distributions are made pro rata in accordance with ownership interests.

We
have determined that our BHMP CO-JVs are not variable interest entities and that each partner has equal substantive control and participating rights with no single party
controlling each BHMP CO-JV. Accordingly, we account for our interest in each BHMP CO-JV using the equity method of accounting.

Certain
BHMP CO-JVs have made equity investments with third-party partners in, and/or have made notes receivable to, entities that own one real estate operating property or
development project. The collective group of these operating property entities or development entities are collectively referred to herein as "Property Entities." Each Property Entity is a separate
legal entity for the sole purpose of holding its respective operating property or development project and obtaining legally separated debt and equity financing.

PGGM
has committed to invest up to $300 million in co-investments with affiliates or investment programs of our sponsor. Until the current funding commitment from PGGM
of $300 million has been placed in BHMP CO-JVs or in other co-investments with affiliates or investment programs of our sponsor, to the extent that investments fit
within the investment parameters agreed between the BHMP Co-Investment Partner and our sponsor, we expect a portion of our future real estate acquisitions and real estate under development
activities will be made through BHMP CO-JVs.

F-21

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Table of Contents

Behringer Harvard Multifamily REIT I, Inc.

Notes to Consolidated Financial Statements (Continued)

4. Real Estate Investments (Continued)

Generally,
the BHMP Co-Investment Partner will co-invest in a BHMP CO-JV with a 45% equity interest, and we will co-invest with a 55%
equity interest, although PGGM may elect smaller allocations. Cash distributions are allocated pro rata based on each partner's capital investments. Although we are the manager of each BHMP
CO-JV, each partner possesses equal substantive control and participating rights to approve initial and annual operating plans, initial and annual capital expenditures, any sales or
dispositions of investments, and any method of refinancing or raising additional debt or equity capital.

As
of December 31, 2009, two BHMP CO-JVs have only loan investments in Property Entities. As of December 31, 2009, 15 of our BHMP CO-JVs include
equity investments. Eight of the Property Entities are indirectly wholly owned by the BHMP CO-JVs. The remaining seven Property Entities are owned by BHMP CO-JVs and
unaffiliated third parties who serve as general and limited partners and are generally subsidiaries of commercial developers which were organized to own, construct, and finance only one particular
real estate project. Each of these BHMP CO-JV equity investments in a Property Entity is evaluated for consolidation at the BHMP CO-JV level using our principles of
consolidation. Of these 15 Property Entities, we have 11 investments reported on a consolidated basis by the BHMP
CO-JV and the remaining investments are recorded as unconsolidated real estate joint ventures and reported with the equity method of accounting by the respective BHMP CO-JVs.
During 2009 and 2008, we invested in seven and two, respectively, newly formed BHMP CO-JVs, all with investments in separate multifamily communities.

In
addition to the investments in newly formed BHMP CO-JV, we also made additional investments in existing BHMP CO-JVs during 2009 that were used by the BHMP
CO-JVs to acquire additional ownership interests in Property Entities:



F-22

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Table of Contents

Behringer Harvard Multifamily REIT I, Inc.

Notes to Consolidated Financial Statements (Continued)

4. Real Estate Investments (Continued)



The
summarized financial data shown below presents the combined accounts of each of the (i) BHMP CO-JVs and (ii)100% of the accounts of the Property Entities where
there is a corresponding BHMP CO-JV equity investment. The Property Entities include 100% of their accounts, where the noncontrolling interest amounts represent the portion owned by
unaffiliated third parties. All inter-entity transactions, balances and profits have been eliminated in the combined financial data. The December 31, 2008 combined financial data has been
adjusted to reflect noncontrolling interest (amounts in millions):

Balance Sheet Data:

December 31,
2009

December 31,
2008Land, buildings and improvements, net

$
649.3

$
136.3Construction in progress


210.2


139.4Notes receivable, net


25.4


45.9Cash and cash equivalents


6.2


8.0Other assets, including restricted cash


22.9


1.8Total assets

$
914.0

$
331.4Property Entity level construction and mortgage loans payable

$
284.3

$
132.4BHMP CO-JV level mortgage loans payable


110.1


Accounts payable, interest payable and other liabilities


30.2


27.9Total liabilities


424.6


160.3Redeemable, noncontrolling interests


10.4


Our members' equity


268.5


91.6BHMP Co-Investment Partner's equity


201.2


73.8Nonredeemable, noncontrolling interests


9.3


5.7Total equity


479.0


171.1Total liabilities and equity

$
914.0

$
331.4


F-23

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Table of Contents

Behringer Harvard Multifamily REIT I, Inc.

Notes to Consolidated Financial Statements (Continued)

4. Real Estate Investments (Continued)



For the Years Ended
December 31,Operating Data:

2009

2008

2007RevenuesRental revenues

$
13.3

$
3.0

$
1.2Interest income


14.3


10.2


2.327.6


13.2


3.5ExpensesProperty operating expenses


8.0


1.3


0.3Real estate taxes


2.0


0.3


0.1Interest expense


5.9


1.5


0.7Acquisition expenses


2.8





Equity in loss of investments in unconsolidated real estate joint ventures





0.5


Depreciation and amortization


9.5


1.9


1.028.2


5.5


2.1Net income (loss)


(0.6
)

7.7


1.4Net loss attributable to noncontrolling interests


0.4


0.3


0.2Net income (loss) attributable to consolidated BHMP CO-JV

$
(0.2
)
$
8.0

$
1.6Our share of equity in earnings (loss) of investments in unconsolidated real estate joint ventures

$
(0.2
)
$
4.3

$
0.8


The
following presents the reconciliation between our member's equity interest in the combined BHMP CO-JVs and our total investments in unconsolidated real estate joint
ventures (amounts in millions):

December 31,
2009

December 31,
2008Balance of our member's equity in the BHMP CO-JVs

$
268.5

$
91.6Other capitalized costs, net of amortization


11.4


4.9Investments in unconsolidated real estate joint ventures

$
279.9

$
96.5


Included
in the combined financial data are notes receivable by BHMP CO-JVs to Property Entities in various stages of development. The BHMP CO-JVs acquired
options to purchase a certain percentage ownership interest in the Property Entity, or to convert the notes receivable into equity interests in the Property Entities. Options are generally exercisable
during defined periods after project completion. All advances have reached their required maximum funding amounts. Below are the

F-24

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Table of Contents

Behringer Harvard Multifamily REIT I, Inc.

Notes to Consolidated Financial Statements (Continued)

4. Real Estate Investments (Continued)

BHMP
CO-JVs' notes receivable from the Property Entities as of December 31, 2009 and 2008 (amounts in millions):

Carrying AmountFixed
Interest
Rate



Option Period
Commencement After
ConstructionName of Underlying Property

2009

2008

Maturity DateGrand Reserve

$
7.5

$
7.0

10.0%

April 2012

120 days after the earlier of 1 year or 90% occupiedThe Cameron


19.3


19.3

9.5%

December 2012

90 daysBailey's Crossing



(a)

22.1

(a)

(a)

(a)Total BHMP CO-JV Notes


26.8


48.4Less: Deferred Financing Fees


(1.4
)

(2.5
)Net BHMP CO-JV Notes

$
25.4

$
45.9


(a)Effective
in December 2009, the note receivable was converted into an equity interest in the Property Entity.


In
the combined financial data, the notes receivable and notes payable between the BHMP CO-JVs and its Property Entities in which the BHMP CO-JVs have equity
interests are eliminated. For these notes, all advances have reached their required maximum funding amounts. Below are the eliminated BHMP CO-JVs' notes receivable as of
December 31, 2009 and 2008 (amounts in millions):

Carrying AmountFixed Interest RateName of Underlying Property

2009

2008

Maturity DateSatori

$
14.8

$
14.8

10.0%

October 2012Skye 2905


14.8


10.6

10.0%

April 2013The Venue


5.8


5.8

10.0%

June 2013Veritas


21.0


14.7

13.0%

December 201355 Hundred



(a)

20.0

(a)

(a)The Eclipse



(a)

8.1

(a)

(a)Total BHMP CO-JV Notes Receivable Eliminated in Combination

$
56.4

$
74.0


(a)During
2009, the notes were converted into equity interests in the respective Property Entity.


Three
BHMP CO-JVs are solely responsible for their respective mortgage loan payables (other than customary non-recourse carve-out guarantees such as
environmental conditions, misuse of funds, and material misrepresentations provided by us), which are secured by the respective wholly owned underlying properties. These mortgage loans payables are
referred to as BHMP CO-JV mortgage loans.

As
of December 31, 2009, other than loans made by our BHMP CO-JVs or us to the Property Entities, there are seven construction and mortgage notes payable relating to
our investments. Each of these loans payable is between an unaffiliated third-party lender and the Property Entities, which include unaffiliated third-party partners. These loans payable are referred
to as Property Entity level

F-25

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Table of Contents

Behringer Harvard Multifamily REIT I, Inc.

Notes to Consolidated Financial Statements (Continued)

4. Real Estate Investments (Continued)

construction
and mortgage loans. Other than guarantees issued by the project developers or their affiliates, the Property Entities are solely responsible for amounts under their construction loans,
mortgage loans and mezzanine loans as well as other liability balances. Neither we nor the BHMP CO-JVs have a primary or secondary obligation on those obligations of the Property Entities.

The
following presents the carrying amount of the combined construction and mortgage loans payable as of December 31, 2009 and 2008 made by parties other than BHMP
CO-JVs or us (amounts in millions):

BHMP CO-JV Level Mortgage Loans

2009

2008

Interest Rate

Maturity DateHalstead

$
24.0

$


6.17% - Fixed

September 2011Waterford Place


60.1




4.83% - Fixed

May 2013Burrough's Mill Apartment Homes


26.0




5.29% - Fixed

October 2016Total

$
110.1

$
Property Entity Level Construction and Mortgage LoansThe Reserve at Johns Creek Walk

$
23.0

$
23.0

6.46% - Fixed

March 2013The Eclipse





17.2

Monthly LIBOR + 175 bps

N/ASatori


69.4


41.9

Monthly LIBOR + 140 bps

October 201055 Hundred


52.7


30.1

Monthly LIBOR + 300 bps

November 2013Bailey's Crossing


61.1




Monthly LIBOR + 275 bps

November 2011Skye 2905


42.2


14.9

Monthly LIBOR + 195 bps

May 2011The Venue


19.2


5.3

Monthly LIBOR + 225 bps

June 2012Veritas


16.7




Monthly LIBOR + 275 bps

December 2012Total

$
284.3

$
132.4




As
of December 31, 2009, $459.7 million of the net carrying value of land, buildings and improvements and $171.1 million of construction in progress collateralized
the combined construction and mortgage loans payable.

Each
of the Property Entity level construction loans are used to fund development projects and are drawn as construction costs are incurred. The aggregate total commitment, if fully
funded, is $330.7 million. Each construction loan has provisions allowing for extensions, generally two, one-year options if certain operational performance levels have been
achieved as of the maturity date. An extension fee, generally 0.25% of the total loan balance, is required for each extension.

In
December 2009, Fairfield Residential LLC, a real estate operating company, ("Fairfield Residential") and certain of its affiliates filed for voluntary bankruptcy. Certain other
affiliates of Fairfield Residential that serve as the general partner for The Cameron and current limited partners of Bailey's Crossing and 55 Hundred were not part of the bankruptcy filing (the
"Fairfield Projects"). The Bailey's Crossing, 55 Hundred and The Cameron Property Entities were also not a part of the bankruptcy filing. The Bailey's Crossing and 55 Hundred Property Entity
restructurings and recapitalizations were completed prior to Fairfield Residential's bankruptcy and were not affected by the bankruptcy filing.

F-26

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Table of Contents

Behringer Harvard Multifamily REIT I, Inc.

Notes to Consolidated Financial Statements (Continued)

4. Real Estate Investments (Continued)

Because
Fairfield Residential has guaranteed repayment of The Cameron senior construction loan, as well as completion of the project for the senior construction loan, Fairfield
Residential's bankruptcy gave rise to an event of default under The Cameron senior construction loan agreement. As a result, The Cameron senior construction lender sent a default notice to The Cameron
Property Entity. These events in turn gave rise to an event of default under the BHMP CO-JV note receivable. To preserve its rights, the BHMP CO-JV also served a default notice
to The Cameron Property Entity related to its $19.3 million mezzanine loan. Through March 2010, the senior
construction lender has continued to fund construction draws and has not exercised any of its default remedies. If the senior construction lender did exercise its default remedies, we expect to have
an opportunity to (a) cure the default, (b) purchase the senior construction loan or (c) otherwise negotiate a solution acceptable to the senior construction lender. However,
there is no assurance that we would be able to restructure the senior construction loan including associated guarantees on terms that are acceptable to The Cameron Property Entity owners and us. In
addition, the senior construction lender's exercise of default remedies or the results of any restructuring negotiations may change our analysis of the accounting for the investment, which could
result in the BHMP CO-JV accounting for the investment as joint venture, or if the BHMP CO-JV is viewed as the primary beneficiary, to consolidate the investment. However, we
believe we have sufficient collateral, contractual remedies and other creditor rights for us to recover all of our investment in the development project.

As
of December 31, 2009, management's assessment related to The Cameron BHMP CO-JV is that the loan investment is still properly accounted for as a loan. The
continuation of this accounting treatment is dependent on the resolution of the issues described above, and there can be no assurance as new facts and circumstances arise that different accounting
would not be required. A change in accounting could affect our recognition of earnings in future periods. As of December 31, 2009, no impairment charges related to our investments with respect
to any of the Fairfield Projects have been recorded.

5. Note and Other Receivables

As of December 31, 2009 and 2008, we have approximately $2.4 million and less than $0.1 million, respectively, in a note receivable. The note is secured by the Grand
Reserve Property Entity, bears interest at 10.0%, and is due April 2012. During 2009, we fully funded our loan commitment. Our note receivable is junior to a loan by the BHMP CO-JV.

As
of December 31, 2009, we have a receivable of approximately $1.6 million related to a tax increment receivable from the Community Redevelopment Agency of the City of Los
Angeles, net of imputed discount. The tax increment receivable is collectable from real estate taxes through 2028 as defined in
the agreement with the Community Redevelopment Agency. This receivable was acquired in connection with our acquisition of The Gallery at NoHo Commons.

6. Mortgage Loan Payable

As of December 31, 2009, we had one mortgage loan payable for approximately $51.3 million, bearing interest at 4.72% and maturing on November 1, 2016. The mortgage
loan payable requires interest only payments until maturity. As of December 31, 2009, assets with a carrying value of approximately $106.0 million secure the mortgage loan payable.

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Table of Contents

Behringer Harvard Multifamily REIT I, Inc.

Notes to Consolidated Financial Statements (Continued)

7. Stockholders' Equity



As of December 31, 2009 and 2008, we had 57,098,265 and 15,347,792 shares of common stock outstanding, respectively, including
6,000 shares of restricted stock issued to our independent directors for no cash, and 24,969 shares owned by Behringer Harvard Holdings, LLC, an affiliate of our Advisor, for cash of $200,001.

As
of December 31, 2009 and 2008, we had 1,000 shares of convertible stock owned by our Advisor issued for cash of $1,000. The convertible stock has no voting rights, other than
for certain limited exceptions, and prior to conversion, does not participate in any earnings or distributions. The convertible stock generally is convertible into shares of common stock with a value
equal to 15% of the amount by which (1) our enterprise value at the time of conversion, including the total amount of distributions paid to our stockholders, exceeds (2) the sum of the
aggregate capital invested by our stockholders plus a 7% cumulative, non-compounded, annual return on such capital at the time of conversion, on a cash-on-cash
basis. The convertible stock can be converted when the excess value described above is achieved and distributed to stockholders or our common stock is listed on a national securities exchange. The
conversion may also be prorated in the event of a termination or non-renewal of the Advisory Management Agreement (defined below) other than for cause. Management has determined that the
requirements for conversion have not been met as of December 31, 2009. Management reviewed the terms of the underlying convertible stock and determined the fair value approximated the nominal
value paid for the shares at issuance.

As
of December 31, 2009 and 2008, we had no shares of preferred stock issued and outstanding. Our board of directors has no present plans to issue preferred stock but may do so
with terms established at its discretion and at any time in the future without stockholder approval.



Our board of directors has authorized a share redemption program for stockholders who have held their shares for more than one year,
subject to the significant conditions and limitations of the program. On November 11, 2009, our board of directors adopted a valuation policy and approved certain amendments to the share
redemption program to be effective immediately. The terms of the share redemption program through November 11, 2009 are summarized below, followed by information regarding the amendments.

Summary of share redemption program through November 11, 2009

The terms on which we redeem shares may differ between redemptions upon the death or "qualifying disability" (as defined in the share
redemption program) of the stockholder or requests for redemption sought upon a stockholder's confinement to a long-term care facility (collectively referred to herein as "Exceptional
Redemptions") and all other redemptions (referred to herein as "Ordinary Redemptions").

For
Ordinary Redemptions, the purchase price for shares redeemed under the share redemption program will equal:



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Behringer Harvard Multifamily REIT I, Inc.

Notes to Consolidated Financial Statements (Continued)

7. Stockholders' Equity (Continued)



For
Extraordinary Redemptions, the purchase price per share for shares redeemed under the share redemption program will equal, until we begin having appraisals performed, the amount by
which (a) the average issue price per share for all of the shares (as adjusted for any stock dividends, combinations, splits, recapitalizations and the like with respect to the shares of common
stock) exceeds (b) the aggregate amount of net sale proceeds per share, if any, distributed to investors prior to the redemption date as a result of the sale of one or more of our investments.
Thereafter, the purchase price will be the estimated value per share, as determined by the most recent appraisal.

Our
board of directors reserves the right in its sole discretion at any time, and from time to time, to (1) waive the one-year holding period in the event of other
exigent circumstances affecting a stockholder such as bankruptcy or a mandatory distribution requirement under the stockholder's IRA, (2) reject any request for redemption, (3) change
the purchase price for redemptions, or (4) otherwise amend the terms for the share redemption program. Under the terms of the program, we will not redeem in excess of 5% of the weighted average
number of shares outstanding during the twelve-month period immediately prior to the date of redemption. In addition, our board of directors will determine at least quarterly whether we have
sufficient cash to repurchase shares, and such purchases will generally be limited to proceeds from the distribution reinvestment plan plus 1% of operating cash flow for the previous fiscal year. The
provisions of the share redemption program in no way limit our ability to repurchase shares from stockholders by any other legally available means for any reason that our board of directors, in its
discretion, deems to be in our best interest.

Summary of amendments effective as of November 11, 2009

On November 11, 2009, our board of directors approved certain amendments to the program to be effective immediately. Under the
amended and restated share redemption program, the per share redemption price will equal:



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Behringer Harvard Multifamily REIT I, Inc.

Notes to Consolidated Financial Statements (Continued)

7. Stockholders' Equity (Continued)



"Original
Share Price" means the average price per share the original purchaser or purchasers of shares paid to us for all of his or her shares (as adjusted for any stock dividends,
combinations, splits, recapitalizations and the like with respect to our common stock).

Notwithstanding
the redemption prices set forth above, our board of directors may determine, whether pursuant to formulae or processes approved or set by our board of directors, the
redemption price of the shares, which may differ between Ordinary Redemptions and Exceptional Redemptions; provided, however, that we must provide at least 30 days' notice to stockholders
before applying this new price determined by our board of directors.

In
addition, under the amended and restated share redemption program, Exceptional Redemption requests may be made within one year of the event giving rise to the special circumstances,
as opposed to 270 days under the prior share redemption program (i.e. Exceptional Redemption requests may be made within one year of the death of the stockholder, within one year of the
determination of the stockholder's qualifying disability or, with respect to redemptions sought upon a stockholder's confinement to a long-term care facility, within one year of the
earlier of (1) the one year anniversary of the stockholder's admittance to the long-term care facility or (2) the date of the determination of the stockholder's indefinite
confinement to the long-term care facility by a licensed physician). Exceptional Redemption requests not made within the one-year period will be treated as Ordinary Redemption
requests.

Finally,
under the amended and restated share redemption program, the cash available for redemption on any particular date will generally be limited to the proceeds from our distribution
reinvestment plan during the period consisting of the preceding four fiscal quarters for which financial statements are available, less any cash already used for redemptions during the same period,
plus, if we had positive operating cash flow during such preceding four fiscal quarters, 1% of all operating cash flow during such preceding four fiscal quarters.

For
the year ended December 31, 2009, we redeemed approximately 304,353 shares of common stock for approximately $2.5 million. For the year ended December 31, 2008,
we redeemed 16,667 shares of common stock for approximately $0.1 million.



We paid our first distribution effective July 1, 2007.

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Behringer Harvard Multifamily REIT I, Inc.

Notes to Consolidated Financial Statements (Continued)

7. Stockholders' Equity (Continued)

Distributions,
including paid by issuing shares under the DRIP, for the years ended December 31, 2009 and 2008 were as follows (amounts in millions):

Distributions2009

Declared

PaidFourth Quarter

$
8.7

$
7.8Third Quarter


6.5


5.9Second Quarter


4.6


4.1First Quarter


2.9


2.5Total

$
22.7

$
20.32008Fourth Quarter

$
2.4

$
2.0Third Quarter


1.3


1.3Second Quarter


1.3


1.3First Quarter


1.3


1.3Total

$
6.3

$
5.9


8. Commitments and Contingencies

In the ordinary course of business, we and/or our Co-Investment Ventures contract with unaffiliated commercial property development companies and provide equity and/or loans
for a particular project (our "Project Commitments"). We generally fund an initial amount under our Project Commitments at contract inception and fund additional amounts as construction progresses,
typically spanning one to three years. As of December 31, 2009, all of our Co-Investment Ventures have been BHMP CO-JVs. As of December 31, 2009, we and/or our
Co-Investment Ventures have unfunded commitments to the BHMP CO-JVs of approximately $25.9 million.

The
BHMP CO-JVs may become obligated to purchase all or a portion of the interests on two Property Entities under contingent sell options held by other investors on the
Property Entities: The Cameron and Grand Reserve. The options are generally exercisable after completion of the development and for a period of three years thereafter. The option price is set by
agreement and is either based on the fair value of the project at exercise or the cost of the project as defined in the respective agreement. As this amount is based on future events, we are not able
to estimate this amount if exercised; however, the estimated cost is approximately $51.8 million. The amount of cash required to fund these option purchases may be substantially less than the
fair value price due to the applicable BHMP CO-JV's notes receivable investment, assumption of existing Property Entity financing and new financing sources. As of December 31, 2009,
no purchase options are exercisable.

Each
of the BHMP CO-JV equity investments that include unaffiliated third-party partners also includes buy/sell provisions. Under these provisions and during specific
periods, a partner could make an offer to purchase the interest of the other partner and the other partner would have the option to accept the offer or purchase the offering partner's interest at that
price. As of December 31, 2009, no such offers are outstanding.

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Table of Contents

Behringer Harvard Multifamily REIT I, Inc.

Notes to Consolidated Financial Statements (Continued)

8. Commitments and Contingencies (Continued)

The
Bailey's Crossing BHMP CO-JV may become obligated to purchase a limited partnership interest in the Bailey's Crossing Property Entity at a price set through an appraisal
process. The obligation is for a one-year period commencing November 2011. As this amount is based on future events and valuations, we are not able to estimate this amount or our share if
exercised; however the limited partner's invested capital as of December 31, 2009 is approximately $11.8 million.

In
the ordinary course of business, the multifamily communities in which we have investments may have commitments to provide affordable housing. Under these arrangements, we generally
receive from the resident a below market rent, which is determined by a local or national authority. In certain arrangements, a local or national housing authority makes payments covering some or
substantially all of the difference between the restricted rent paid by residents and market rents. In connection with our acquisition of The Gallery at NoHo Commons, we assumed an obligation to
provide affordable housing through 2048. As partial reimbursement for this obligation, the housing authority will make level annual payments of approximately $2.0 million through 2028 and no
reimbursement for the remaining 20-year period. We may also be required to reimburse the housing authority if certain operating results are achieved on a cumulative basis during the term
of the agreement. At the acquisition, we recorded a liability of $14.0 million based on the fair value of the terms over the life of the agreement. In addition, we will record rental revenue
from the housing authority on a straight line basis, recognizing a portion of the collections as deferred lease revenues and other related liabilities. As of December 31, 2009, we have recorded
approximately $1.6 million in deferred lease revenues and other related liabilities and for the year ended December 31, 2009 recognized approximately $0.3 million of deferred
revenue amortization related to The Gallery at NoHo Commons affordable housing obligations.

9. Related Party Arrangements

Our advisor and certain of its affiliates have earned fees and compensation in connection with each of our public offerings and earn fees and compensation in connection with the
acquisition, debt financing, management and sale of our assets.

We
have no employees and are supported by related party service agreements. Our Advisor earns fees and compensation in connection with the acquisition, management and sale of our assets.
We are dependent on our Advisor, Behringer Securities and Behringer Harvard Multifamily Management Services, LLC ("BHM Management"), an affiliate of our Advisor, for certain services that are
essential to us, including the sale of shares of our common stock, asset acquisition and disposition decisions, property management and leasing services and other general administrative
responsibilities. In the event that these companies become unable to provide us with the respective services, we would be required to obtain such services from other sources.

Our
advisory management agreement (the "Advisory Management Agreement"), as it has been amended and restated, has a termination date of April 1, 2010 with the option to be renewed
by either party for an unlimited number of successive one-year terms. The board of directors has a duty to evaluate the performance of our Advisor annually before the parties can agree to
renew the agreement.

Pursuant
to the prior Advisory Management Agreement in effect through March 31, 2009, we were required to reimburse the Advisor for organization and offering expenses related to a
public offering of shares (other than pursuant to a distribution reinvestment plan) and any organization and offering expenses previously advanced by the Advisor related to a prior offering of shares
to the extent not previously reimbursed by us out of proceeds from the prior offering ("O&O Reimbursement").

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Behringer Harvard Multifamily REIT I, Inc.

Notes to Consolidated Financial Statements (Continued)

9. Related Party Arrangements (Continued)

However,
such reimbursement was not required to the extent that the reimbursement would cause the total amount of O&O Reimbursement paid by us to exceed 1.5% of the gross proceeds of the public
offering as of the date of reimbursement. Additional amounts that were incurred by our Advisor that we believed were probable of being owed were accrued. Effective April 1, 2009, pursuant to
the amended and restated Advisory Management Agreement, our obligation to reimburse the Advisor for organization and offering expenses is no longer capped as of the date of reimbursement. However, the
Advisor remains obligated to reimburse us after the completion of the public offering to the extent that O&O Reimbursement paid by the Company exceeds 1.5% of the gross proceeds of the completed
public offering. The Company's reimbursement of organization and offering expenses related to subsequent public offerings of shares also will not be capped as of the date of reimbursement, unless the
terms are amended by the parties upon renewal of the Advisory Management Agreement. In April 2009, in connection with the amendment, a payment of $6.9 million was made to the Advisor for prior
O&O Reimbursement incurred but not previously paid. For the years ended December 31, 2009 and 2008, we incurred O&O Reimbursement of approximately $8.9 million and $6.9 million,
respectively. As of December 31, 2009, the amount by which our O&O Reimbursement exceeded 1.5% of the gross proceeds of our Initial Public Offering was approximately $9.5 million.

Our
Advisor was obligated to pay all of our Private Offering organization and offering costs. Under the Advisory Management Agreement through September 2, 2008, our only
obligation for those costs was to pay a fee to our Advisor under the Advisory Management Agreement. We incurred this fee obligation at the rate of 1.5% of the actual gross Private Offering proceeds
(the "O&O Fee"), regardless of whether the actual amount of Private Offering costs incurred by our Advisor were higher or lower than the O&O Fee. On September 2, 2008, the Advisory Management
Agreement was amended, and our reimbursement was increased to include Private Offering costs incurred by our Advisor in excess of total amounts due under the O&O Fee subject to the limitations
discussed above. For the year ended December 31, 2008, we incurred O&O Reimbursement of $6.1 million due to the reimbursement of the remaining Private Offering costs. The amount of O&O
Fees recorded was determined as 1.5% of the actual Private Offering proceeds received to date; no other amounts were considered by management to be probable of reimbursement. No O&O Fee was recorded
during 2009.

Behringer
Securities LP ("Behringer Securities"), an affiliate of our Advisor, serves as the dealer manager for the Initial Public Offering and receives selling commissions of up
to 7% of gross offering proceeds before reallowance of commissions earned by participating broker-dealers. In connection with the Initial Public Offering, up to 2.5% of gross proceeds
before reallowance to participating broker-dealers are paid to Behringer Securities as a dealer manager fee. No selling commissions or dealer manager fee is paid on purchases made pursuant
to our DRIP. In the Initial Public Offering, Behringer Securities reallows all of its commissions to participating broker-dealers and reallows a portion of its dealer manager fee of up to
2.0% of the gross offering proceeds to be paid to such participating broker-dealers; provided, however, that Behringer Securities may reallow, in the aggregate, no more than 1.5% of gross
offering
proceeds for marketing fees and expenses, bona fide training and educational meetings and non-itemized, non-invoiced due diligence efforts, and no more than 0.5% of gross
offering proceeds for bona fide, separately invoiced due diligence expenses incurred as fees, costs and other expenses from third parties.

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Table of Contents

Behringer Harvard Multifamily REIT I, Inc.

Notes to Consolidated Financial Statements (Continued)

9. Related Party Arrangements (Continued)

The following presents the components of our sale of common stock, net related to our Initial Public Offering (amounts in millions):

Sale of common stock

2009

2008

2007Gross proceeds

$
410.7

$
10.7

$
Less offering costs:O&O Reimbursement(1)


(8.9
)

(6.9
)

Dealer manager fees


(10.3
)

(0.3
)

Selling commissions


(28.2
)

(0.7
)

Other





(0.2
)

Total offering costs


(47.4
)

(8.1
)

Sale of common stock, net

$
363.3

$
2.6

$



(1)Prior
to September 2, 2008, the O&O Fee was recognized separately from the O&O Reimbursement and was $1.9 million.


Included
in general and administrative expense for accounting and legal personnel costs incurred on our behalf by our Advisor for the years ended December 31, 2009 and 2008 is
approximately $1.4 million and $0.5 million, respectively. None were incurred for the year ended December 31, 2007.

Through
September 1, 2008, our Advisor and its affiliates received acquisition and advisory fees of 2.5% of (1) the contract purchase price paid or allocated in respect of
the development, construction or improvement of each asset acquired directly by us, including any debt attributable to these assets, or (2) when we made an investment indirectly through another
entity, our pro rata share of the gross asset value of real estate investments held by that entity. Our Advisor and its affiliates also received 2.5% of the funds advanced in respect of a loan
or other investment. Under the Advisory Management Agreement dated September 2, 2008, these rates were reduced to 1.75%.

Through
September 2, 2008, our Advisor was reimbursed for all expenses related to the selection and acquisition of assets, whether or not acquired by us. Effective
September 2, 2008, our Advisor receives a non-accountable acquisition expense reimbursement in the amount of 0.25% of (a) funds advanced in respect of a loan or other
investment, and (b) the funds paid for purchasing an asset, including any debt attributable to the asset, plus 0.25% of the funds budgeted for development,
construction or improvement in the case of assets that we acquire and intend to develop, construct or improve. We will also pay third parties, or reimburse the Advisor, for any
investment-related expenses due to third parties in the case of a completed investment, including, but not limited to, legal fees and expenses, travel and communication expenses, costs of
appraisals, accounting fees and expenses, third-party brokerage or finder's fees, title insurance, premium expenses and other closing costs. Our Advisor will be responsible, and we have no
obligation, for paying all of the expenses it incurs associated with persons employed by the Advisor to the extent dedicated to making investments for us, such as wages and benefits of the investment
personnel. Our Advisor will also be responsible, and we have no obligation, for paying all of the investment-related expenses that we or our Advisor incurs that are due to third parties
with respect to investments we do not make.

For
the years ended December 31, 2009, 2008 and 2007, our Advisor earned acquisition and advisory fees, including the acquisition expense reimbursement, of approximately
$8.1 million,

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Behringer Harvard Multifamily REIT I, Inc.

Notes to Consolidated Financial Statements (Continued)

9. Related Party Arrangements (Continued)

$1.9 million
and $2.6 million, respectively. For the years ended December 31, 2009, 2008 and 2007, approximately $5.1 million, $1.9 million and $2.6 million
of these amounts, respectively, were capitalized to investments in unconsolidated real estate joint ventures.

Our
Advisor receives debt financing fees of 1% of the amount available to us under debt financing which was originated, assumed or refinanced by or for us. Our Advisor may pay some or
all of these fees to third parties with whom it subcontracts to coordinate financing for us. For the year ended December 31, 2009, our Advisor has earned debt financing fees of approximately
$1.1 million. Our Advisor did not earn any debt financing fees in 2008 or 2007.

On
September 2, 2008, the Company entered into an Amended and Restated Property Management Agreement (the "Property Management Agreement") with our operating partnership and our
property manager, Behringer Harvard Multifamily Management Services, LLC ("BHM Management"). The Property Management Agreement has a term of two years from the effective date of the
original property management agreement and will terminate on November 21, 2010 with automatic renewal periods of two years. If no party gives written notice of termination to the other parties
at least thirty days prior to the expiration date of the agreement, then it will automatically continue for consecutive two-year periods. The Property Management Agreement also provides
that, in the event we terminate the advisory management agreement with our Advisor, BHM Management will have the right to terminate the agreement upon at least thirty days prior written notice.

Property
management fees are equal to 3.75% of gross revenues. In the event that we contract directly with a non-affiliated third-party property manager in
respect to a property, we will pay BHM Management or its affiliates an oversight fee equal to 0.5% of gross revenues of the property managed. In no event will we pay both a property management
fee and an oversight fee to BHM Management or its affiliates with respect to a particular property. We will reimburse the costs and expenses incurred by BHM Management on our behalf,
including fees and
expenses of apartment locators and third-party accountants, the wages and salaries and other employee-related expenses of all on-site employees of
BHM Management and other out-of-pocket expenses that are directly related to the management of specific properties.

The
Property Management Agreement applies where we have control over the selection of property management. As of December 31, 2009, 11 multifamily communities were managed under
the Property Management Agreement. For the year ended December 31, 2009, 2008 and 2007, BHM Management or its affiliates earned minimal property management fees. For all other
multifamily communities, the third-party developer has selected the property manager or the property is still in development.

Through
September 1, 2008, our Advisor received a monthly asset management fee for each asset held by us. This amount was calculated based upon one-twelfth of 1% of
aggregate asset value, as defined, as of the last day of the preceding month. Effective September 2, 2008, this fee is 0.75% of the higher of the cost of investment or value of the investment.
For the years ended December 31, 2009, 2008 and 2007, our Advisor earned asset management fees of approximately $1.9 million, $0.9 million and $0.2 million, respectively.

Our
Advisor is paid a disposition fee if our Advisor provides a substantial amount of services, as determined by our independent directors, in connection with the sale of one or more
properties. In such an event, we will pay our Advisor (1) in the case of the sale of real property, the lesser

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Behringer Harvard Multifamily REIT I, Inc.

Notes to Consolidated Financial Statements (Continued)

9. Related Party Arrangements (Continued)

of: (A) one-half
of the aggregate brokerage commission paid (including the subordinate disposition fee) or if none is paid, the amount that customarily would be paid, or
(B) 3% of the sales price of each property sold, and (2) in the case of the sale of any asset other than real property, 3% of the sales price of such asset. This fee shall not be earned
or paid unless and until the stockholders have received total distributions in an amount equal to or in excess of the sum of the aggregate capital contributions by stockholders plus a 7% cumulative,
non-compounded, annual return on such capital contributions. Subordinated disposition fees that are not payable at the date of sale because stockholders have not yet received their
required minimum distributions will be deferred and paid at such time as these subordination conditions have been satisfied. No disposition fee has been earned since our inception.

We
will pay a development fee to our Advisor in an amount that is usual and customary for comparable services rendered to similar projects in the geographic market of the project;
provided, however, we will not pay a development fee to an affiliate of our Advisor if our Advisor or any of its affiliates elects to receive an acquisition and advisory fee based on the cost of such
development. Our Advisor has earned no development fees since our inception.

For
other expenses paid or incurred by the Advisor in connection with the services provided to us that are not covered by a fee, we will reimburse our Advisor, subject to the limitation
that we will not reimburse our Advisor for any amount by which its operating expenses (including the asset management fee) at the end of the four preceding fiscal quarters exceeds the greater of:
(A) 2% of our average invested assets ("AIA"), or (B) 25% of our net income ("NI") determined without reduction for any additions to reserves for depreciation, bad debts or other similar
non-cash reserves and excluding any gain from the sale of our assets for that period. Notwithstanding the above, we may reimburse the Advisor for expenses in excess of this limitation if a
majority of our independent directors determines that such excess expenses are justified based on unusual and non-recurring factors. We do not reimburse our Advisor or its affiliates for
personnel employment costs incurred by our Advisor or its affiliates in performing services under the Advisory Management Agreement to the extent that such employees perform services for which the
Advisor receives a separate fee.

For
the trailing twelve months ended December 31, 2009, total operating expenses of approximately $6.7 million exceeded 2% of our AIA (which was approximately
$3.9 million) by approximately $2.8 million. Our board of directors, including all of our independent directors, has reviewed this analysis and unanimously determined the excess to be
justified considering that we are currently in our acquisition and development stage, that certain investments are not stabilized and that we are continuing to raise capital for our Initial Public
Offering of common stock where the expenses incurred as a result of being a public company for audit and legal services, director and officer liability insurance and fees for board of directors are
disproportionate to the Company's AIA and NI.

We
are dependent on our Advisor, Behringer Securities and BHM Management for certain services that are essential to us, including the sale of shares of our common stock, asset
acquisition and disposition decisions, property management and leasing services and other general administrative responsibilities. In the event that these companies become unable to provide us with
the respective services, we would be required to obtain such services from other sources.

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Table of Contents

Behringer Harvard Multifamily REIT I, Inc.

Notes to Consolidated Financial Statements (Continued)

10. Supplemental Disclosures of Cash Flow Information

Supplemental cash flow information is summarized below (amounts in millions):

2009

2008

2007Supplemental disclosure of cash flow information:Interest paid, net of amounts capitalized of $0.3 million in 2009 and $0.3 million in 2007

$
0.1

$


$
0.2Non-cash investing and financing activities:Investment in unconsolidated real estate joint ventures

$
0.2

$


$
Escrow and prepaid acquisition costs

$


$
1.9

$
0.9Conversion of note receivable into investments in unconsolidated real estate joint ventures

$


$


$
2.8Distributions payable

$
3.2

$
0.8

$
0.4Dividend reinvestments

$
8.6

$
0.2

$
Accrued offering costs and dealer manager fees

$
1.6

$
6.9

$



11. Subsequent Events



For the period January 1, 2010 through February 28, 2010, we sold approximately 9.0 million shares of common stock
for gross proceeds of approximately $89.9 million including issuances through our DRIP.



On January 5, 2010, we paid total distributions of approximately $3.2 million, of which $1.6 million was cash
distributions and $1.6 million was funded by issuing shares pursuant to our DRIP, relating to distributions declared each day in the month of December 2009. On February 2, 2010, we paid
total distributions of approximately $3.5 million, of which $1.7 million was cash distributions and $1.8 million was funded by issuing shares pursuant to our DRIP, relating to
distributions declared each day in the month of January 2010. On March 2, 2010, we paid total distributions of approximately $3.5 million, of which $1.7 million was cash
distributions and $1.8 million was funded by issuing shares pursuant to our DRIP, relating to distributions declared each day in the month of February 2010.



On February 28, 2010, our board of directors declared distributions payable to the stockholders of record each day during the
months of March, April and May 2010. The distributions authorized for March, April and May equal a daily amount of $0.0019178 per share of common stock. Distributions payable to each stockholder of
record during a month will be paid in cash on or before the 10th day of the following month. A portion of each distribution may constitute a return of capital for tax purposes. If the rate we
are paying for each day in December, January and February was paid each day for a 365-day period, it would equal a 7.0% annualized rate based on a purchase price of $10.00 per share.

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Table of Contents

Behringer Harvard Multifamily REIT I, Inc.

Notes to Consolidated Financial Statements (Continued)

11. Subsequent Events (Continued)



On January 7, 2010, we acquired a wholly owned multifamily community, located in Santa Rosa, California, from an unaffiliated
seller. The purchase price was approximately $38.7 million, excluding closing costs. Mortgage debt of $26.8 million was assumed in connection with the acquisition. The mortgage loan
payable bears interest at 4.63%. Acquisition expenses of approximately $0.8 million were recognized.

On
January 21, 2010, we acquired, through a newly formed BHMP CO-JV, a multifamily community located in Denver, Colorado, from an unaffiliated seller. The
purchase price was approximately $52.0 million, excluding closing costs. No mortgage debt was assumed or obtained in connection with the acquisition. Acquisition expenses of approximately
$0.6 million were recognized. Our equity interest in the BHMP CO-JV was 55% and we contributed approximately $28.6 million to the BHMP CO-JV to fund
our portion of the acquisition.

On
March 16, 2010, we acquired a wholly owned multifamily community consisting of 131 units and 66,000 square feet of retail currently occupied by a grocery store
located in the Tyson Corner area of McLean, Virginia, from an unaffiliated seller. The purchase price was approximately $68.2 million, excluding closing costs. No mortgage debt was assumed or
obtained in connection with the acquisition. Acquisition expenses of approximately $1.4 million were recognized.



On February 5, 2010, a BHMP CO-JV in which we hold a 55% ownership interest closed on a $23.9 million
mortgage loan payable. The mortgage loan payable bears interest at 4.21% and matures on March 1, 2015. The mortgage loan payable is secured with BHMP CO-JV assets that as of
December 31, 2009 had a carrying value of approximately $48.1 million.

On
February 5, 2010, we closed on a $15.8 million mortgage loan payable. The mortgage loan payable bears interest at 5.21% and matures on March 1, 2017. The mortgage
loan payable is secured with wholly owned assets that as of December 31, 2009 had a carrying value of approximately $27.9 million.

On
February 26, 2010, a BHMP CO-JV in which we hold a 55% ownership interest closed on a $28.6 million mortgage loan payable. The mortgage loan payable
bears interest at 4.23% and mature on March 1, 2015.

On
March 26 2010, we closed on a $150.0 million credit facility. We intend to use the facility for general corporate and working capital purposes, including, but not
limited to financing further acquisitions and placing debt on communities we initially purchase in all-cash transactions. The credit facility matures on April 1, 2017. Draws under the facility
will be secured by multifamily properties directly owned by our subsidiaries, and those properties will comprise a collateral pool under the credit agreement. The aggregate borrowings under the
facility is limited to 70% of the value of the collateral pool. Currently, the collateral pool includes only Grand Reserve Orange; we may add and remove multifamily communities from the collateral
pool in compliance with requirements under the credit agreement. The carrying value of wholly owned assets collateralizing the facility is approximately $25.1 million.

F-38

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Table of Contents

Behringer Harvard Multifamily REIT I, Inc.

Notes to Consolidated Financial Statements (Continued)

11. Subsequent Events (Continued)

Borrowing
tranches under the credit facility bear interest at a "base rate" (calculated as either the one-month or three-month LIBOR rate plus the applicable
margin). As of March 26, 2010, the base rate for the first borrowing tranche was 2.33% based on one-month LIBOR. The loan requires monthly interest-only payments. The
current amount outstanding under the credit facility is $10.0 million.

The
credit agreement contains customary provisions in respect of events of default, affirmative, negative and financial covenants and representations, warranties and borrowing
conditions. In particular, the credit agreement requires us to maintain consolidated net worth of at least $150.0 million, liquidity of at least $15.0 million and net operating income of
the collateral pool to be no less than 155% of the facility debt service cost.



On January 29, 2010, we and our Advisor entered into the Third Amended and Restated Advisory Management Agreement (the "Amended
and Restated Agreement") which amends and restates the Second Amended and Restated Advisory Management Agreement dated April 1, 2009. In the Amended and Restated Agreement, the subordinated
disposition fee has been removed. Accordingly, the Advisor will not be paid a subordinated disposition fee for providing services in connection with the sale of one or more of our assets.

The
Amended and Restated Agreement also amends the definition of acquisition expenses to clarify that if our Advisor directly provides services formerly provided or usually provided by
third parties, including without limitation accounting services related to the preparation of audits required by the SEC, property condition reports, title services, title insurance, insurance
brokerage or environmental services related to the preparation of environmental assessments in connection with a prospective or completed investment, the direct employee costs and burden to our
Advisor of providing these services will be acquisition expenses. These services will not be considered services for which our Advisor is entitled to compensation in the form of a separate fee.
Pursuant to the Amended and Restated Agreement, acquisition expenses also include any payments made to (i) a prospective seller of an asset, (ii) an agent of a prospective seller of an
asset, or (iii) a party that has the right to control the sale of an asset intended for investment by us that are not refundable and that are not ultimately applied against the purchase price
for such asset. Furthermore, the Amended and Restated Agreement provides that we shall pay directly or reimburse the Advisor for the expenses listed in the previous sentence, regardless of whether
they relate to an investment that we make or do not make.



Our Amended and Restated Distribution Reinvestment Plan and Amended and Restated Automatic Purchase Plan, each adopted
November 11, 2009 and filed as an exhibit to the Company's Quarterly Report on Form 10-Q filed on November 13, 2009, became effective on March 1, 2010.

F-39

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Table of Contents

Behringer Harvard Multifamily REIT I, Inc.

Notes to Consolidated Financial Statements (Continued)

12. Quarterly Results (unaudited)

Presented below is a summary of the unaudited quarterly consolidated financial information for the years ended December 31, 2009 and 2008 (amounts in thousands, except per share
data):

2009 Quarters EndedMarch 31

June 30

September 30

December 31Rental revenues

$


$


$
538

$
3,568Interest income


80


195


409


406Net income (loss)


138


408


(3,861
)

(4,990
)Basic and diluted weighted average shares outstanding


17,376


26,334


36,678


49,109Basic and diluted income (loss) per share

$
0.01

$
0.02

$
(0.11
)
$
(0.10
)




2008 Quarters EndedMarch 31

June 30

September 30

December 31Rental revenues

$


$


$


$
Interest income


425


225


162


72Net income


697


835


766


332Basic and diluted weighted average shares outstanding


14,271


14,267


14,267


14,599Basic and diluted income per share

$
0.05

$
0.06

$
0.05

$
0.02


*****

F-40

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Table of Contents

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To
the Manager and Members of
Behringer Harvard Ventures
Addison, Texas

We
have audited the accompanying combined balance sheets of Behringer Harvard Ventures ("the Ventures"), which are under common ownership and common management, as of December 31,
2009 and 2008 and the related combined statements of operations, equity and cash flows for the years ended December 31, 2009 and 2008 and for the period from June 1, 2007 (inception date
of the first Venture) through December 31, 2007. These financial statements are the responsibility of the Ventures' management. Our responsibility is to express an opinion on these financial
statements based on our audits.

We
conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of material misstatement. The Ventures are not required to have, nor were we engaged to perform, an audit of their internal
control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances,
but not for the purpose of expressing an opinion on the effectiveness of the Ventures' internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes
examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In
our opinion, such combined financial statements present fairly, in all material respects, the financial position of the Ventures at December 31, 2009 and 2008 and the results
of their operations and their cash flows for the years ended December 31, 2009 and 2008 and for the period from June 1, 2007 (inception date of the first Venture) through
December 31, 2007 in conformity with accounting principles generally accepted in the United States of America.

/s/
Deloitte & Touche LLP

Dallas,
Texas
March 31, 2010

F-41

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Table of Contents



Behringer Harvard Ventures        Combined Balance Sheets        (in thousands)

December 31,
2009

December 31,
2008AssetsReal estate:Land

$
138,593

$
3,205Buildings and improvements


379,040


29,450517,633


32,655Less accumulated depreciation


(5,774
)

(1,760
)Net operating real estate


511,859


30,895Construction in progress


105,822


Total real estate, net


617,681


30,895Mortgage notes receivable, net


81,820


119,911Investments in unconsolidated real estate joint ventures


20,184


29,895Cash and cash equivalents


5,049


7,795Restricted cash


14,030


202Interest receivable


2,183


1,616Deferred financing costs, net


2,574


344Other assets, net


4,316


168Total assets

$
747,837

$
190,826Liabilities and equityLiabilitiesConstruction and mortgage loans payable

$
247,309

$
23,000Accounts payable and other liabilities


14,113


167Interest payable


875


128Tenant security deposits and prepaid rent


1,089


94Total liabilities


263,386


23,389Commitments and contingenciesRedeemable, noncontrolling interests


10,384


EquityVentures' equity


469,694


165,424Non-redeemable, noncontrolling interests


4,373


2,013Total equity


474,067


167,437Total liabilities and equity

$
747,837

$
190,826


See
Notes to Combined Financial Statements.

F-42

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Table of Contents



Behringer Harvard Ventures        Combined Statements of Operations        (in thousands)

For the years ended
December 31,

For the period from
June l, 2007
(inception date of first
Venture) through
December 31, 20072009

2008Rental revenues

$
10,083

$
3,036

$
1,191ExpensesProperty operating expenses


3,725


843


331Real estate taxes


1,367


329


106General and administrative expenses


468


392


23Acquisition expenses


2,759





Interest expense


3,734


1,511


650Depreciation and amortization


7,406


1,910


991Total expenses


19,459


4,985


2,101Interest income


14,345


10,207


2,294Equity in losses of investments in unconsolidated real estate joint ventures


(5,505
)

(515
)

Net income (loss)


(536
)

7,743


1,384Net loss attributable to noncontrolling interests


353


301


177Net income (loss) attributable to the Ventures

$
(183
)
$
8,044

$
1,561


See
Notes to Combined Financial Statements.

F-43

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Table of Contents



Behringer Harvard Ventures        Combined Statements of Equity        (in thousands)

Multifamily LP

Master LP

Total
Ventures'
Equity

Non-redeemable,
noncontrolling
interests

Redeemable,
noncontrolling
interestsBalance at June 1, 2007 (inception date of first venture)

$


$


$


$


$
Contributions


57,165


45,243


102,408


2,262


Distributions


(953
)

(1,005
)

(1,958
)




Net income (loss)


794


767


1,561


(177
)

Balance at December 31, 2007


57,006


45,005


102,011


2,085


Contributions


35,769


29,256


65,025





Distributions


(5,514
)

(4,143
)

(9,656
)




Issuance of preferred units, net











229


Net income (loss)


4,337


3,708


8,044


(301
)

Balance at December 31, 2008


91,598


73,826


165,424


2,013


Contributions


185,076


133,692


318,768


2,632


10,529Distributions, including preferred units dividends


(7,902
)

(6,413
)

(14,315
)

(77
)

Issuance of preferred units, net











13


Net income (loss)


(237
)

54


(183
)

(208
)

(145
)Balance at December 31, 2009

$
268,535

$
201,159

$
469,694

$
4,373

$
10,384


See
Notes to Combined Financial Statements.

F-44

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Table of Contents



Behringer Harvard Ventures        Combined Statements of Cash Flows        (in thousands)

For the years ended
December 31,

For the period from
June l, 2007
(inception date of first
Venture) through
December 31, 20072009

2008Cash flows from operating activitiesNet income (loss)

$
(536
)
$
7,743

$
1,384Adjustments to reconcile net income to net cash provided by (used in) operating activities:Depreciation and amortization


7,160


1,843


991Amortization of deferred loan costs


(1,264
)




Amortization of deferred financing costs


268


(495
)

(74
)Equity in loss of investments in unconsolidated real estate joint ventures


5,505


509


Changes in operating assets and liabilities:Accrued interest receivable


(1,318
)

(575
)

(1,041
)Accounts payable and other liabilities


1,118


(127
)

243Interest payable


617


128


Other assets


221


7


(38
)Cash provided by operating activities


11,771


9,033


1,465Cash flows from investing activitiesAcquisitions of and additions to wholly owned real estate


(237,546
)

(33
)

(31,495
)Acquisitions of controlling interest in real estate joint ventures


(49,344
)




Advances on mortgage notes receivable, net


(10,988
)

(42,970
)

(76,278
)Payment of purchase option price under land lease


(4,605
)




Investments in unconsolidated real estate joint ventures


(59
)

(15,415
)

(14,982
)Change in restricted cash


2,375


(10
)

(192
)Other assets





(6
)

(55
)Cash used in investing activities


(300,167
)

(58,434
)

(123,002
)Cash flows from financing activitiesContributions from partners


318,768


65,025


102,408Distributions to partners


(14,315
)

(9,596
)

(1,957
)Paydown and payoff of mortgage loan


(21,148
)




Proceeds from mortgage loan


2,571





23,000Noncontrolling interests:Proceeds from issuance of subsidiary preferred units, net


13


229


Distributions paid


(77
)

(61
)

(37
)Other


(162
)

(5
)

(273
)Cash provided by financing activities


285,650


55,592


123,141Net change in cash and cash equivalents


(2,746
)

6,191


1,604Cash and cash equivalents at beginning of year


7,795


1,604


Cash and cash equivalents at end of year

$
5,049

$
7,795

$
1,604Supplemental disclosure of cash flow information:Interest paid, net of amounts capitalized in 2009 of $0.2 million

$
3,100

$
1,383

$
650Supplemental schedule of noncash investing and financing activities:Accrued additions to real estate

$
1,823

$


$
Amounts acquired and assumed in acquisitions of real estate:Construction and mortgage loans payable assumed

$
243,216

$


$
Conversion of mortgage notes receivable

$
50,991

$


$
Noncontrolling interests

$
13,160

$


$
2,299Reclass of construction in progress to buildings and improvements

$
21,302

$


$
Accrued offering costs

$
64

$
44

$
77


See Notes to Combined Financial Statements.

F-45

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Table of Contents



Behringer Harvard Ventures        Notes to Combined Financial Statements

1. Organization and Business



Behringer Harvard Combined Ventures (which may be referred to as the "Ventures," "we," "us," or "our") combines 17
co-investment joint ventures. Each of these Ventures included in the combined financial statements have common ownership and management. These co-investment joint ventures are
between Behringer Harvard Multifamily OP I LP ("Multifamily LP"), which, through individual wholly owned limited liability companies for each co-investment joint venture, is
our manager, and, Behringer Harvard Master Partnership I LP ("Master LP"). The 1% general partner of Master LP is Behringer Harvard Institutional GP LP, which is an
affiliate of Behringer Harvard Multifamily Advisors I LP ("Advisor"), the advisor to Behringer Harvard Multifamily REIT I, Inc (the "MF REIT") which indirectly wholly owns
Multifamily LP. The Advisor is a Texas limited partnership which is indirectly owned by the MF REIT's sponsor, Behringer Harvard Holdings, LLC. The 99% limited partner of
Master LP is Stichting Depositary PGGM Private Real Estate Fund, a Dutch foundation acting in its capacity as depositary of and for the account and risk of PGGM Private Real Estate Fund, an
investment vehicle for Dutch pension funds ("PGGM").

Multifamily LP
and Master LP hold, indirectly and directly, respectively, 100% of our voting equity interests and approximately 99% of the economic interests. Substantially
all of the capital provided to the Master LP is from PGGM. Generally, Master LP will co-invest with a 45% equity interest, and Multifamily LP will
co-invest with a 55% equity interest, although Master LP
may elect smaller allocations. Cash distributions and profits and losses are allocated pro-rata based on each partner's capital investment.

We
do not have any employees and are supported by related party service agreements. The MF REIT is externally managed by the Advisor. The Advisor, through MF REIT, is responsible for
managing Ventures affairs on a day-to-day basis and for identifying and making real estate investments on the Venture's behalf.

F-46

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Table of Contents

Behringer Harvard Ventures

Notes to Combined Financial Statements (Continued)

1. Organization and Business (Continued)

We
have made 17 multifamily investments located in California, Texas, Colorado, Nevada, Florida, Georgia, New Jersey, Virginia, Maryland and Oregon totaling 5,600 multifamily community
units. The following presents the Ventures as of December 31, 2009:

Ownership InterestVenture
Ownership in
Property Entity
(defined below)VENTURE

Venture Formation Date

Multifamily
LP

Master
LPBehringer Harvard Eldridge Venture, LLC ("Eldridge Venture")

June 2007


55
%

45
%
(1)Behringer Harvard Baileys Venture, LLC ("Baileys Venture")

June 2007


55
%

45
%
(2)(3)Behringer Harvard Lovers Lane Venture I, LLC ("Lovers Lane Venture")

June 2007


55
%

45
%
(3)Behringer Harvard Satori Venture, LLC ("Satori Venture")

June 2007


55
%

45
%
(2)(3)Behringer Harvard St. Rose Venture, LLC ("St. Rose Venture")

July 2007


55
%

45
%
(2)(3)Behringer Harvard Columbia Venture, LLC ("Columbia Venture")

August 2007


55
%

45
%
(2)(3)Behringer Harvard Johns Creek Venture, LLC ("Johns Creek Venture")

August 2007


64
%

36
%
(2)Behringer Harvard Cameron House Venture, LLC ("Cameron Venture")

September 2007


55
%

45
%
(3)Behringer Harvard Russell Venture, LLC ("Russell Venture")

September 2007


55
%

45
%
(2)(3)Behringer Harvard Alexan Prospect Venture, LLC ("Alexan Prospect Venture")

October 2007


55
%

45
%
(2)(3)Behringer Harvard Braeswood Venture, LLC ("Braeswood Venture")

March 2009


55
%

45
%
(1)Behringer Harvard Waterford Place Venture, LLC ("Waterford Place Venture")

May 2009


55
%

45
%
(1)Behringer Harvard Burroughs Mill Venture, LLC ("Burroughs Mill Venture")

August 2009


55
%

45
%
(1)Behringer Harvard Redwood Venture, LLC ("Redwood Venture")

August 2009


55
%

45
%
(1)Behringer Harvard Calypso Venture, LLC ("Calypso Venture")

December 2009


55
%

45
%
(1)Behringer Harvard Cyan Venture, LLC ("Cyan Venture")

December 2009


70
%

30
%
(1)Behringer Harvard San Sebastian Venture, LLC ("San Sebastian Venture")

December 2009


55
%

45
%
(1)


(1)Wholly
owned by the Venture(2)Owned
jointly with unaffiliated third parties.(3)The
Venture has equity purchase options in the Property Entity.


We were organized to own 100% of the voting equity interests and approximately 99% of the economic interests in 17 separate subsidiaries that have
each elected to be taxed as a real estate investment trust ("REIT"), collectively referred to as the "BH REITs", under Sections 856 through 860 of the Internal Revenue Code ("Code").
Substantially all of our business is conducted through these BH REITs. The BH REITs were organized to hold, directly and indirectly, equity interests and/or mortgage or mezzanine loans in operating
multifamily properties and multifamily developments.

Each
individual BH REIT has established one or more separate legal entities which provide for obtaining legally separated financing, investments in and holding of each respective
operating property or development project. The collective group of the operating property's or development project's separate legal entities is referred to herein as a "Property Entity." Each Property
Entity has been legally separated and is not co-mingled or cross-collateralized with any other Property
Entity; however, we refer to the collective group herein as the "Property Entities." Property Entities may include equity investments by third party investors, usually real estate development
entities.

F-47

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Table of Contents

Behringer Harvard Ventures

Notes to Combined Financial Statements (Continued)

1. Organization and Business (Continued)

Multifamily LP
and Master LP may form additional ventures and Property Entities subsequent to December 31, 2009.

2. Summary of Significant Accounting Policies



Our combined financial statements include our accounts, the accounts of variable interest entities in which we are the primary
beneficiary and the accounts of other subsidiaries over which we have control. Ventures are included in the combined financial statements from the date of their formation because they are under common
ownership and management. All inter-Venture transactions, balances and profits have been eliminated in combination or consolidation. Interests in entities are evaluated based on applicable generally
accepted accounting principals ("GAAP"), which requires the consolidation of variable interest entities in which we are deemed to be the primary beneficiary. If the interest in the entity is
determined to not be a variable interest entity, then the entities are evaluated for consolidation based on legal form, economic substance, and the extent to which we have control and/or substantive
participation rights under the respective ownership agreement.

There
are judgments and estimates involved in determining if an entity in which we will make an investment will be a VIE and if so, if we will be the primary beneficiary. The entity will
be evaluated to determine if it is a VIE by, among other things, calculating the percentage of equity being risked compared to the total equity of the entity. There are some guidelines as to what the
minimum equity at risk should be, but the percentage can vary depending upon the industry or the type of operations of the entity and it will be up to our Advisor to determine that minimum percentage
as it relates to our business and the facts surrounding each of our acquisitions. In addition, even if the entity's equity at risk is a very low percentage, our Advisor will be required to evaluate
the equity at risk compared to the entity's expected future losses to determine if there could still in fact be sufficient equity in the entity. Determining expected future losses involves assumptions
of various possibilities of the results of future operations of the entity, assigning a probability to each possibility using a discount rate to determine the net present value of those future losses
and allocating those losses between the equity owners, subordinated lenders or other variable interests. The determination will also be based on an evaluation of the voting rights of partners in
relation to their economic participation in benefits or obligation to absorb losses. As partnership agreements have various terms which may change over time or based on future results, these
evaluations require complex analysis and weighting of different factors. A change in the judgments, assumptions, allocations and estimates outlined above could result in consolidating an entity that
should not be consolidated or accounting for an investment on the equity method that should in fact be consolidated, the effects of which could be material to our results of operations and financial
condition.

For
other investments, we must evaluate whether we have control of an entity, where there are judgments involved in determining if provisions in governing agreements provide protective
or participating rights for us, our Co-Investment Ventures or other equity owners. This evaluation includes an assessment of multiple terms as to their economic effect to the operations of
the entity, how relevant the term is to the recurring operations of the entity and the weighing of each item to determine whether in the aggregate which owner, if any, has control. These assessments
would affect whether an entity should be consolidated or reported on the equity method, the effects of which could be material to our results of operations and financial condition.

F-48

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Table of Contents

Behringer Harvard Ventures

Notes to Combined Financial Statements (Continued)

2. Summary of Significant Accounting Policies (Continued)



The preparation of combined financial statements in conformity with GAAP requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the combined financial statements and the reported amounts of revenues and
expenses during the reporting period. These estimates include such items as the purchase price allocation for real estate acquisitions,
impairment of long-lived assets, notes receivable and equity-method real estate investments, fair value evaluations, revenue recognition of note receivable interest income and equity in
earnings of investments in unconsolidated real estate joint ventures, depreciation and amortization and allowance for doubtful accounts. Actual results could differ from those estimates.



For real estate properties acquired classified as business combinations, we allocate the purchase price, after adjusting for settlement
of any pre-existing relationships, to the tangible assets acquired, consisting of land, inclusive of associated rights, and buildings, any assumed debt, identified intangible assets and
liabilities and asset retirement obligations based on their fair values. Identified intangible assets and liabilities primarily consist of the fair value of in-place leases, including
tenant relationships. Goodwill is recognized as of the acquisition date and measured as the aggregate fair value of the consideration transferred and any noncontrolling interests in the acquiree over
the fair value of identifiable net assets acquired. Likewise, a bargain purchase gain is recognized in current earnings when the aggregate fair value of the consideration transferred and any
noncontrolling interests in the acquiree is less than the fair value of the identifiable net assets acquired.

The
fair value of any tangible assets acquired, expected to consist of land and buildings, is determined by valuing the property as if it were vacant, and the
"as-if-vacant" value is then allocated to land, buildings and improvements. Land values are derived from appraisals, and building values are calculated as replacement cost less
depreciation or estimates of the relative fair value of these assets using discounted cash flow analyses or similar methods. Buildings are depreciated over their estimated useful lives ranging from 25
to 35 years using the straight-line method. Improvements are depreciated over their estimated useful lives ranging from 3 to 15 years using the straight-line
method.

We
determine the value of in-place lease values and tenant relationships based on our evaluation of the specific characteristics of each tenant's lease and our overall
relationship with that respective tenant. The aggregate value of in-place leases and tenant relationships was determined by applying a fair value model. The estimates of fair value of
in-place leases includes an estimate of carrying costs during the expected lease-up periods for the respective units considering current market conditions. In estimating fair
value of in-place leases, we consider items such as real estate taxes, insurance, leasing commissions, legal expenses, tenant improvements and other operating expenses to execute similar
deals as well as projected rental revenue and carrying costs during the expected lease-up period. The estimate of the fair value of tenant relationships also includes an estimate of the
likelihood of renewal as determined by management.

We
determine the value of above-market and below-market in-place leases for acquired properties based on the present value (using an interest rate that reflects the risks
associated with the leases acquired) of the difference between (1) the contractual amounts to be paid pursuant to the in-place leases and (2) estimates of current market
lease rates for the corresponding in-place leases, measured

F-49

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Table of Contents

Behringer Harvard Ventures

Notes to Combined Financial Statements (Continued)

2. Summary of Significant Accounting Policies (Continued)

over
a period equal to (a) the remaining non-cancelable lease term for above-market leases, or (b) the remaining non-cancelable lease term plus any fixed rate
renewal options for below-market leases. We record the fair value of above-market and below-market leases as intangible assets or intangible liabilities, respectively, and amortize them as an
adjustment to rental income over the above determined lease term.

We
amortize the value of in-place leases acquired to expense over the term of the leases. The value of tenant relationship intangibles will be amortized to expense over the
initial term and any anticipated renewal periods, but in no event will the amortization period for intangible assets exceed the remaining depreciable life of the building. Intangible lease assets are
recorded within other assets, and intangible lease liabilities are recorded within deferred lease revenues and other related liabilities.

We
determine the fair value of assumed debt by calculating the net present value of the scheduled debt service payments using interest rates for debt with similar terms and remaining
maturities that management believes we could obtain. Any difference between the fair value and stated value of the assumed debt is recorded as a discount or premium and amortized over the remaining
life of the loan.

Initial
valuations are subject to change until our information is finalized, which is no later than 12 months from the acquisition date. We have had no significant valuation
changes for acquisitions prior to December 31, 2009.



For any properties we own or own by investments in unconsolidated real estate joint ventures, we monitor events and changes in
circumstances indicating that the carrying amounts of the real estate assets may not be recoverable. When such events or changes in circumstances are present, we assess potential impairment by
comparing estimated future undiscounted operating cash flows expected to be generated over the life of the asset including its eventual disposition, to the carrying amount of the asset. In the event
that the carrying amount exceeds the
estimated future undiscounted operating cash flows, we recognize an impairment loss to adjust the carrying amount of the asset to estimated fair value.

For
real estate we own through an investment in an unconsolidated real estate joint venture or other similar real estate investment structure, at each reporting date we compare the
estimated fair value of our real estate investment to the carrying value. An impairment charge is recorded to the extent the fair value of our real estate investment is less than the carrying amount
and the decline in value is determined to be other than a temporary decline. We did not record any impairment losses for the years ended December 31, 2009 or 2008 or during the period from
June 1, 2007 (date of inception) through December 31, 2007.



We consider investments in bank deposits, money market funds and highly-liquid cash investments with original maturities of three
months or less to be cash equivalents.



As of December 31, 2009, restricted cash primarily consists of escrow accounts required under construction loan agreements to
secure performance for the Baileys Venture and Columbia Venture

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Notes to Combined Financial Statements (Continued)

2. Summary of Significant Accounting Policies (Continued)

Property
Entity developments. The escrow accounts are expected to be released upon completion of the development.



Notes receivable are reported at their outstanding principal balances net of any unearned income and unamortized deferred fees and
costs. Loan origination fees and certain
direct origination costs are generally deferred and recognized as adjustments to interest income over the lives of the related loans.

In
accounting for notes receivable, we evaluate whether the investments are loans, investments in joint ventures or acquisitions of real estate. In addition, we evaluate whether the
loans contain any rights to participate in expected residual profits, provide sufficient collateral or qualifying guarantees or include other characteristics of a loan. As a result of our review, we
do not contain a right to participate in expected residual profits. In addition, the project borrowers remain obligated to pay principal and interest due on the loan with sufficient collateral,
reserves or qualifying guarantees.

We
assess notes receivable for impairment in accordance with applicable GAAP. Based on specific circumstances, we determine whether it is probable that there has been an adverse change
in the estimated cash flows of the contractual payments for the notes receivable. We then assess the impairment based on the probability to collect all contractual amounts. If the impairment is
probable, we recognize an impairment loss equal to the difference between our investment in the note receivable and the present value of the estimated cash flows discounted at the note receivable's
effective interest rate. Where we have the intent and the ability to foreclose on our security interest in the property, we will use the collateral's fair value as a basis for the impairment.

There
are judgments involved in determining the probability for an impairment to collect contractual amounts. As these types of notes receivable are generally investment specific based
on the particular loan terms and the underlying project characteristics, there is usually no secondary market to evaluate impairments. Accordingly, we must rely on our subjective judgments and
individual weightings of the specific factors. If notes receivable are considered impaired, then judgments and estimates are required to determine the projected cash flows for the notes receivable,
considering the borrower's or, if applicable, the guarantor's financial condition and the consideration and valuation of the secured property and any other collateral. Changes in these facts or in our
judgments and assessments of these facts could result in impairment losses which could be material to our consolidated financial statements.



We account for certain investments in unconsolidated real estate joint ventures using the equity method of accounting because we
exercise significant influence over, but do not control, these entities. These investments are initially recorded at cost and are adjusted for our share of equity in earnings and distributions. We
report our share of income and losses based on our economic interests in the entities.

Each
of the Property Entities have different profit sharing interests, some of which have numerous allocation and distribution provisions where certain equity investors receive preferred
interests or deferred participations. We allocate income and loss for determining our equity in earnings of unconsolidated joint ventures based on the underlying economic effect or participation in
the benefit or loss. Although our policy is to use the concepts of a hypothetical liquidation at book value, judgment is required to determine which owners are bearing economic benefits or losses,
particularly as properties

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Notes to Combined Financial Statements (Continued)

2. Summary of Significant Accounting Policies (Continued)

move
from development to operations and guarantees and other priority payments are triggered or removed. A change in these judgments could result in greater or lesser amounts of equity in earnings.

When
we acquire a controlling interest in a business previously accounted for as a noncontrolling investment, a gain or loss is recorded for the difference between the fair value and the
carrying value of the investment in the real estate joint venture and in some instances pre-existing relationships. This analysis, which is from the perspective of market participants,
requires determination of fair values for investments and contractual relationships where there are no secondary markets. Accordingly, we must rely on our subjective judgments using models with the
best available information. Changes in these judgments could significantly impact our results of operations and the carrying amount of our assets and liabilities.



Deferred financing costs are recorded at cost and are amortized to interest expense using a straight-line method that
approximates the effective interest method over the life of the related debt.



Rental income related to leases is recognized on an accrual basis when due from residents, generally on a monthly basis. Rental
revenues for leases with uneven payments and terms greater than one year are recognized on a straight-line basis over the term of the lease. Any deferred revenue is recorded as a liability
within deferred lease revenues and other related liabilities.



Acquisition costs for business combinations, which are expected to include most wholly owned properties, are expensed when it is
probable that the transaction will be accounted for as a business combination and the purchase will be consummated. Acquisition costs related to investments in unconsolidated real estate joint
ventures are capitalized as a part of our basis in the investment.



Our BH REITs have each elected to be taxed as a REIT under Sections 856 through 860 of the Code. Each BH REIT qualified as a
REIT within a year of its formation. To qualify as a REIT, we must meet a number of organizational and operational requirements, including a requirement that we distribute at least 90% of our REIT
taxable income to our stockholders. As a REIT, we generally will not be subject to federal income tax at the corporate level. We are organized and operate in such a manner as to qualify for taxation
as a REIT under the Code and intend to continue to operate in such a manner, but no assurance can be given that we will operate in a manner so as to remain qualified as a REIT.

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Notes to Combined Financial Statements (Continued)

2. Summary of Significant Accounting Policies (Continued)

We have evaluated the current and deferred income tax related to state taxes, where we do not have a REIT exemption, and we have no significant tax liability or benefit as of
December 31, 2009 and 2008.

We
recognize the financial statement benefit of an uncertain tax position only after determining that the relevant tax authority would more likely than not sustain the position following
an audit. As of December 31, 2009, we have no significant uncertain tax positions.



Redeemable, noncontrolling interests are comprised of potential future obligations of the Venture, which allow the investors holding
the noncontrolling interest to require the Venture to purchase their interest. The Venture classifies obligations under the redeemable noncontrolling interests at fair value, increased or decreased
for the noncontolling interest's share of net income or loss or the redemption value if redemption is considered probable. The redeemable noncontrolling interests are temporary equity not within the
Venture's control, and presented in our combined venture statements outside of permanent equity between debt and equity.

Non-redeemable,
noncontrolling interests are comprised of third-party equity interests in multifamily communities as well as Class A, preferred, cumulative,
non-voting membership units ("Preferred Units"). The initial measurement of the non-redeemable, noncontrolling interests of third-party equity interests is at fair value. The
subsequent carrying amount is recorded at the higher of the initial carrying amount, increased or decreased for the noncontolling interest's share of net income or loss or the redemption value. Both
the Preferred Units and the third-party equity interest are not redeemable by the holders and we have no current intent to exercise our redemption option. As such, these non-redeemable,
noncontrolling interests are presented as in our combined venture statements as part of permanent equity.



In connection with our assessments and determinations of fair value for many real estate assets and financial instruments, there are
generally not available observable market price inputs for substantially the same items. Accordingly, we make assumptions and use various estimates and pricing models, including, but not limited to,
the estimated useful lives of the assets, the cost of replacing certain assets, discount and interest rates used to determine present values and market rental rates. Many of these estimates are from
the perspective of market participants and will also be obtained from independent third-party appraisals. However, we will be responsible for the source and use of these estimates. A change in these
estimates and assumptions could be material to our results of operations and financial condition.

As
of December 31, 2009, we believe the carrying values of cash and cash equivalents, mortgage notes receivable, receivables from affiliates and construction and mortgage loans
payable approximate their fair values. As of December 31, 2009 and 2008, we had no assets or liabilities measured at fair value on a recurring or nonrecurring basis.

3. Recently Announced Accounting Pronouncements

In June 2009, the Financial Accounting Standards Board ("FASB") issued an amendment to the authoritative guidance on the consolidation of variable interest entities. This guidance
eliminates

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Notes to Combined Financial Statements (Continued)

3. Recently Announced Accounting Pronouncements (Continued)

exceptions
to consolidating qualifying special-purpose entities, contains new criteria for determining the primary beneficiary, and increases the frequency of required reassessments to determine
whether a company is the primary beneficiary of a variable interest entity. This guidance also contains a new requirement that any term, transaction, or arrangement that does not have a substantive
effect on an entity's status as a variable interest entity, a company's power over a variable interest entity, or a company's obligation to absorb losses or its rights to receive benefits of an entity
must be disregarded in evaluating whether an entity is a variable interest entity. This guidance is applicable for annual periods after November 15, 2009 and interim periods thereafter. The
adoption of this guidance will not have a material impact on our financial statements.

In
May 2009, the FASB issued authoritative guidance for subsequent events. This guidance establishes general standards of accounting for and disclosure of events that occur after the
balance sheet date but before financial statements are issued or are available to be issued. We included the required disclosures in the accompanying notes to these consolidated financial statements
(see footnote 11).

In
April 2009, the FASB issued additional authoritative guidance for estimating fair value when the volume and level of activity for the asset or liability have significantly decreased.
Based on this guidance, if an entity determines that the level of activity for an asset or liability has significantly decreased and that a transaction is not orderly, further analysis of transactions
or quoted prices is needed, and a significant adjustment to the transaction or quoted prices may be necessary to estimate fair value. This guidance is to be applied prospectively and is effective for
interim and annual periods after June 15, 2009 with early adoption permitted for periods after March 15, 2009. The adoption of this guidance did not have a material impact on our
consolidated financial statements.

In
December 2007, the FASB issued updated accounting guidance on business combinations. The updated guidance retains the fundamental requirement that the acquisition method of
accounting, or purchase method, be used for all business combinations and for an acquirer to be identified for each business combination. This Statement is broader in scope than the original guidance,
which applied only to business combinations in which control was obtained by transferring consideration. The updated guidance applies the same method of accounting (the acquisition method) to all
transactions and other events in which one entity obtains control over one or more other businesses. This Statement also makes certain other modifications, including a broader definition of a business
and the requirement that acquisition related costs are expensed as incurred. This statement applies to business combinations occurring on or after the beginning of the first annual reporting period
beginning on or after December 15, 2008. The acquisition of real estate property has been determined to meet the definition of a business combination as defined in the updated guidance. We
adopted this guidance on January 1, 2009 and expect that it will have a material effect on our accounting for future acquisitions of properties, primarily as acquisition costs will no longer be
capitalized, but will be expensed.

In
December 2007, the FASB issued authoritative guidance on noncontrolling interests. This guidance clarifies that a noncontrolling interest in a subsidiary, which is sometimes referred
to as minority interest, is an ownership interest in the consolidated entity that should be reported as equity in the consolidated financial statements. Among other requirements, this guidance
requires consolidated net income to be reported, on the face of the consolidated statement of operations, at amounts that include the amounts attributable to both the parent and the noncontrolling
interest. Our adoption of this guidance on January 1, 2009 increased our total equity. Net income (loss) no longer

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Notes to Combined Financial Statements (Continued)

3. Recently Announced Accounting Pronouncements (Continued)

includes
an allocation of income or losses to noncontrolling interests. Income available to common stockholders was not affected.

In
November 2008, the FASB reached a consensus for authoritative guidance on equity method investment accounting considerations which was issued to clarify how the application of equity
method accounting will be affected in business combinations and noncontrolling interests. This guidance clarifies that an entity shall continue to use the cost accumulation model for its equity method
investments. It also confirms past accounting practices related to the treatment of contingent consideration and the use of the impairment model for equity method accounting. Additionally, it requires
an equity method investor to account for a share issuance by an investee as if the investor had sold a proportionate share of the investment. This guidance was effective January 1, 2009 and
applies prospectively. The adoption of this guidance did not have a material impact on our consolidated financial statements.

4. Real Estate Investments

As of December 31, 2009 and 2008, we had 11 and one, respectively, wholly or majority owned real estate investments.

In
2009, we separately acquired ten wholly owned or majority owned multifamily communities totaling 2,780 units for an aggregate purchase price of approximately $589.7 million.
Approximately $224.3 million of mortgage debt in connection with the acquisitions was assumed or obtained upon or after the acquisitions. Our multifamily community acquisitions for 2009 are as
follows:

Name

Location

Date of Acquisition(3)Braeswood Venture

Houston, TX

June 2009Waterford Place Venture

Dublin, CA

September 2009Burroughs Mill Venture

Cherry Hill, NJ

September 2009Redwood Venture

Marina del Rey, CA

September 2009Eldridge Venture(1)

Houston, TX

November 2009Columbia Venture(1)

Arlington, VA

November 2009Baileys Venture(2)

Alexandria, VA

December 2009Calypso Venture

Irvine, CA

December 2009Cyan Venture

Portland, OR

December 2009San Sebastian Venture

Laguna Beach, CA

December 2009


(1)In
November 2009, the applicable venture acquired controlling interests in the Eldridge and Columbia Ventures. See footnote 5 for additional information.(2)In
December 2009, the Baileys Venture converted its $22.1 million note receivable to an equity interest. In addition to the conversion, the Baileys
Venture became the general partner in the Property Entity and contributed $28.8 million for a first priority equity interest carrying a 14% preferred return. The capital contribution was used
by the Property Entity to pay down the construction loan and pay certain development costs. The Baileys Venture is contingently obligated to fund up to $0.4 million of additional development
costs for a similar first priority equity interest. With the conversion and general partner restructuring, the Baileys Venture consolidated its related Property Entity.


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Notes to Combined Financial Statements (Continued)

4. Real Estate Investments (Continued)

(3)We
are in the process of finalizing our acquisition allocations, which is subject to change until our information is finalized, no later than twelve months
from the acquisition date.


The
following two tables present certain additional information regarding our material acquisitions, Baileys Venture, Columbia Venture and Waterford Place Venture. The amounts recognized
for major assets acquired and liabilities assumed as of the acquisition date are as follow (in millions):

Baileys Venture

Columbia Venture

Waterford Place VentureLand

$
32.4

$
24.2

$
12.9Buildings and improvements

$
50.9

$
27.8

$
64.7Construction in progress

$
41.1

$
35.7

$
Acquired intangible assets

$


$


$
2.1Property Entity Level construction loans payable

$
61.1

$
52.7

$
Mortgage notes payable

$


$


$
60.4Noncontrolling interests

$
13.2

$


$



Since
the date of acquisitions, approximately $2.7 million of revenues and approximately $2.7 million of net loss were recognized from the acquisition dates to
December 31, 2009. Included in the net loss is depreciation and amortization expense of approximately $2.8 million.

The
following pro forma information is presented as if we acquired Waterford Place on January 1, 2008. For the year ended December 31, 2009, both Baileys Venture and
Columbia Venture were substantially in the development phase. Accordingly, their operating revenues and net income were not material and are not presented in the table below. This information is not
necessarily indicative of what the actual results of operations would have been had we completed this transaction on January 1, 2008, nor does it purport to represent our future operations
(amounts in millions):

Pro Forma
for the
Years Ended
December 31,2009

2008Revenue

$
15.6

$
11.3Net income

$
1.0

$
5.1




Depreciation
expense associated with all of our buildings and improvements for the years ended December 31, 2009 and 2008 was approximately $4.0 million and
$1.2 million, respectively. Accumulated depreciation associated with our buildings and improvements as of December 31, 2009 was approximately $5.8 million.

Cost
of lease intangibles related to our real estate consisted of the value of in-place leases. As of December 31, 2009, the value of in-place leases was
approximately $7.0 million and accumulated amortization $4.2 million. As of December 31, 2008, the value of in-place leases was approximately $1.2 million and
accumulated amortization $1.1 million. The value of in-place leases for our acquisitions made during 2009 will be fully amortized in 2010.

Amortization
expense associated with all of our lease intangibles for the years ended December 31, 2009 and 2008 was approximately $3.4 million and $0.7 million,
respectively.

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Behringer Harvard Ventures

Notes to Combined Financial Statements (Continued)

5. Investment in Unconsolidated Real Estate Joint Ventures

Each BH REIT has made equity investments in and for certain investments notes receivable to entities that own one real estate operating property or development project. Each individual
operating property or development project has established one or more separate Property Entities. The Property Entities are owned by a BH REIT and/or unaffiliated third parties who serve as general
and limited partners and are generally subsidiaries of commercial developers that were organized to own, construct, and finance only one particular real estate project.

We
account for our investment in real estate joint ventures using the equity method of accounting because we exercise significant influence over, but do not control the Property
Entities. This investment is initially recorded at cost, including acquisition costs, and is adjusted for our share of equity in earnings and distributions. We report our share of income and losses
based on our economic interests in the Property Entities. Partnership distributions are made generally to first return capital contributions to the partners with preferred returns and to pay certain
deferred fees to the developer. Thereafter, returns are paid to the partners in accordance with their respective back-end interests. As of December 31, 2009 and 2008, respectively,
we had four and six Property Entities recorded as unconsolidated real estate joint ventures and reported with the equity method of accounting by its respective Venture. The following presents our
combined investments in unconsolidated real estate joint ventures as of December 31, 2009 and 2008:

Investment in Unconsolidated
Real Estate Joint Ventures
(in millions)Back-End
Interest

Preferred
ReturnVenture

2009

2008Alexan Prospect Venture

50.1%

9.5%

$
7.3

$
7.3Russell Venture

50.1%

9.5%


2.0


2.9Satori Venture

50.0%

9.5%


5.8


7.4St. Rose Venture

60.0%

9.5%


5.1


5.2Eldridge Venture

(a)

(a)



(a)

3.6Columbia Venture

(b)

(b)



(b)

3.5$
20.2

$
29.9


(a)In
November 2009, the Eldridge Venture indirectly acquired all of the remaining ownership interest in the Eldridge Property Entity for $0.1 million
and the assumption of the $20.9 million construction loan. Effective with the transaction, the Eldridge Property Entity became wholly owned by the Eldridge Venture and consolidated. Because of
the recent development of the project, where the fair value approximated the carrying value, no gain or loss was recognized in the acquisition of the controlling interest. At the closing, the Eldridge
Venture paid off the construction loan, exercised the ground lease purchase option and effectively eliminated its note receivable to the Eldridge Property Entity. The total funding by the Eldridge
Venture, before normal closing costs, was approximately $25.6 million.(b)In
November 2009, the Columbia Venture Property Entity was restructured, whereby the Columbia Venture converted its $20.0 million note receivable to
an equity interest. In addition to the conversion, the Columbia Venture became the general partner in the Property Entity and


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Notes to Combined Financial Statements (Continued)

5. Investment in Unconsolidated Real Estate Joint Ventures (Continued)

contributed
$17.6 million for a first priority equity interest carrying a 14% preferred return. The capital contribution was used by the Property Entity to pay down the construction loan and
certain development costs. With the restructuring, the Columbia Venture consolidated its related Property Entity. Because of the recent development of the project, where the fair value approximated
the carrying value, no gain or loss was recognized in the acquisition of the controlling interest.


The
summarized financial data shown below presents the combined accounts of each of the accounts of the Property Entities for the years ended December 31, 2009 and 2008 where
there is a corresponding Venture equity investment (amounts in millions):

Balance Sheet Data

December 31,
2009

December 31,
2008Land, buildings, and improvements, net

$
137.4

$
105.3Construction in progress


104.3


139.4Other assets


1.6


0.3Total assets

$
243.3

$
245.0Property Entity Level construction loans payable

$
147.5

$
109.4Mortgage loans payable to Ventures (see footnote 6)


56.4


74.0Accounts payable and other liabilities


14.2


28.2Total liabilities


218.1


211.6Ventures' equity


20.2


29.9Noncontrolling interests


5.0


3.5Total equity


25.2


33.4Total liabilities and equity

$
243.3

$
245.0




For the Years Ended
December 31,Income Statement Data

2009

2008RevenuesRental revenues

$
1.2

$
ExpensesProperty operating expenses


2.0


0.3Real estate taxes





Interest expense


1.2


0.1Depreciation and amortization


1.1


0.14.3


0.5Net income (loss)


(3.1
)

0.5Net loss attributable to noncontrolling interests


0.5


Net income (loss) attributable to the Ventures

$
(2.6
)
$
0.5


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Notes to Combined Financial Statements (Continued)

5. Investment in Unconsolidated Real Estate Joint Ventures (Continued)

There
are no material differences between our Ventures' equity interest in the combined Ventures and our total investments in unconsolidated real estate joint ventures as of
December 31, 2009 and 2008. The Eldridge Venture and Columbia Venture financial data is not included in the above tables for 2009, due to these Ventures being wholly owned and consolidated
effective November 2009. The aggregate equity in losses for Eldridge Venture and Columbia Venture not included for 2009 was approximately $2.9 million.

As
of December 31, 2009, other than loans made by us to the Property Entities, there are four construction loans payable relating to our investments, each made by an unaffiliated
third party to the Property Entities. These loans payable are referred to as Property Entity level construction and mortgage loans. Other than guarantees issued by the project developers or their
affiliates, the Property Entities are solely responsible for amounts under their construction loans, mortgage loans and mezzanine loans as well as other liability balances. The following presents the
carrying amounts of Property Entity level construction loans payable at December 31, 2009 and 2009 (amounts in millions):

Property Entity Level Construction Loans Payable

2009

2008

Interest Rate (a)

Maturity DateSatori Venture

$
69.4

$
41.9

Monthly LIBOR + 140 bps

October 2010Columbia Venture





30.1

Monthly LIBOR + 150 bps

October 2010Alexan Prospect Venture


42.2


14.9

Monthly LIBOR + 195 bps

May 2011Russell Venture


19.2


5.3

Monthly LIBOR + 225 bps

June 2012St. Rose Venture


16.7




Monthly LIBOR + 275 bps

December 2012Eldridge Venture





17.2Property Entity Level Construction Loans Payable

$
147.5

$
109.4


(a)Monthly
LIBOR at December 31, 2009 was 0.23%.


Each
of the Property Entity level construction loans are used to fund development projects and are drawn as construction costs are incurred. The aggregate total commitment, if fully
funded, is approximately $256.0 million. Each construction loan has provisions allowing for extensions, generally two, one-year options if certain operation performance levels have
been achieved as of the maturity date. An extension fee, generally 0.25% of the total loan balance, is required for each extension.

As
of December 31, 2009, each of our investments in unconsolidated real estate joint ventures are VIEs, where we are not the primary beneficiary. Our involvement in each of these
VIEs includes only a limited partner equity interest and a mortgage note receivable. (See footnote 6 for a description of each mortgage note receivable). As of December 31, 2009, the comparison
of the carrying amounts of

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Notes to Combined Financial Statements (Continued)

5. Investment in Unconsolidated Real Estate Joint Ventures (Continued)

our
assets and liabilities, if any, to our maximum exposure to loss as a result of our involvement with these VIEs is presented below (amounts in millions):

Carrying AmountsInvestment in VIE

Investments in Unconsolidated
Real Estate Joint Venture

Mortgage Notes
Receivable

Total

Maximum
Exposure to LossAlexan Prospect Venture

$
7.3

$
14.8

$
22.1

$
22.1Russell Venture


2.0


5.8


7.8


7.8Satori Venture


5.8


14.8


20.6


20.6St. Rose Venture


5.1


21.0


26.1


26.1Total

$
20.2

$
56.4

$
76.6

$
76.6


As
a limited partner in each VIE, we are not obligated to make any additional investments and our maximum exposure to loss is limited to our current investment in the VIE. As a lender,
we have fully funded our lending commitment and are not obligated to make any additional advances to the VIEs. We have not provided any guarantees, liquidity arrangements or contractual obligations to
purchase any assets of or related to the VIEs other than options to acquire assets at fair value as described in footnote 10. Accordingly, we have determined the maximum loss exposure based on our
carrying value of investments in unconsolidated real estate joint ventures and mortgage receivables as December 31, 2009.

6. Mortgage Notes Receivable, net

The mortgage notes receivable include amounts between us and the underlying Property Entities in which we have equity interests and notes receivable between us and Property Entities in
various stages of development where we do not have an equity investment. All note advances have reached their required maximum funding amounts. The mortgage notes receivable are collateralized by
individual

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Notes to Combined Financial Statements (Continued)

6. Mortgage Notes Receivable, net (Continued)

second
liens in the related Property Entity properties or equity interests. Below are our combined notes receivable as of December 31, 2009 and 2008 (amounts in millions):

Amount AdvancedFixed
Interest
RateVenture Holding Mortgage Notes Receivable

2009

2008

Maturity DateColumbia Venture

$

(a)
$
20.0

(a)

(a)Eldridge Venture



(a)

8.1

(a)

(a)Satori Venture


14.8


14.8

10.0%

October 2012Alexan Prospect Venture


14.8


10.6

10.0%

April 2013Russell Venture


5.8


5.8

10.0%

June 2013St. Rose Venture


21.0


14.7

13.0%

December 2013Mortgage Notes Receivable to Ventures and payable by unconsolidated Project Entities


56.4


74.0Other Mortgage Notes Receivable from Property EntitiesBaileys Venture



(a)

22.1

(a)

(a)Lovers Lane Venture(b)


7.5


7.0

10.0%

April 2012Cameron Venture(c)


19.3


19.3

9.5%

December 2012Other Mortgage Notes Receivable from Property Entities


26.8


48.4Total Mortgage Notes Receivable


83.2


122.4Less: Deferred Financing Fees


(1.4
)

(2.5
)Mortgage Notes Receivable, net

$
81.8

$
119.9


(a)During
2009, the notes were converted to an equity interest in the Property Entity.(b)Lovers
Lane Venture option period commences within 45 days after completion of construction is 120 days after the earlier of 1 year or
90% occupied.(c)The
Cameron option period commencement is 90 days after construction is completed. As of December 31, 2009, The Cameron mortgage note
receivable is in technical, non-monetary default. (See footnote 10).


Interest
is payable on a monthly basis from a budgeted interest reserve and from available net operational cash flows. At maturity, principal and unpaid interest is due. No prepayment of
the mortgage note may be made until the interest reserve is depleted. Generally, each mortgage note is secured by (i) a lien pursuant to a deed of trust on project that is subordinate to the
lien granted to the senior lender and/or (ii) a pledge by the borrower of all the ownership interests in the Property Entity. Each mortgage note is also supported by a guarantee from affiliates
of the commercial developers. The guarantee includes (i) construction and completion of the project if, for any reason, the Property Entity abandons the project or fails to complete the project
on the agreed schedule and (ii) the payment of certain costs that exceed the approved construction budget. The guarantee also includes full and prompt payment of the mortgage borrower's
obligations in connection with the mortgage note in the event that the mortgage borrower files a voluntary bankruptcy or insolvency proceeding prior to project completion.

F-61

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Table of Contents

Behringer Harvard Ventures

Notes to Combined Financial Statements (Continued)

6. Mortgage Notes Receivable, net (Continued)

Each
of the mortgage notes receivable provide options for us to acquire a certain percentage ownership interest in the Property Entities, or to convert the mortgage notes receivable into
equity interests in the Property Entities. Options are generally exercisable during defined periods after project completion. No options are currently exercisable.

The
mortgage notes receivable related to Grand Reserve and The Cameron may obligate us to purchase all or a portion of the interests in the related to Property Entity. See footnote 10.

7. Construction and Mortgage Loans Payable

Three of our Ventures are solely responsible for their respective mortgage loans payable, which are secured by the respective wholly owned underlying properties. These mortgage loans
payable are referred to as Venture Level Mortgage Loans. For three of our consolidated construction and mortgage loans, the Property Entities where there are third-party partners, are solely
responsible for their respective loan payables. These are referred to as Property Entity level construction and mortgage loans payable.

The
following presents the carrying amount of the combined construction and mortgage loans payable as of December 31, 2009 and 2008 made by parties other than us (amounts in
millions):

Venture Level Mortgage Loans

2009

2008

Interest Rate

Maturity DateBraeswood Venture

$
24.0

$


6.17% - Fixed

September 2011Waterford Place Venture


60.1




4.83% - Fixed

May 2013Burroughs Mill Venture


26.0




5.29% - Fixed

October 2016Total Venture Level Mortgage Loans


110.1


Property Entity Level Construction and
Mortgage LoansJohns Creek Venture


23.0


23.0

6.46% - Fixed

March 2013Columbia Venture


52.7




Monthly LIBOR + 300 bps

November 2013Baileys Venture


61.1




Monthly LIBOR + 275 bps

November 2011Total Property Entity Level Construction and Mortgage Loans


136.8


23.0Total Venture and Property Entity Level Loans Payable


246.9


23.0Add: Market debt adjustmentloan premiums


0.4


Total Construction and Mortgage Loans

$
247.3

$
23.0


Monthly
LIBOR at December 31, 2009 was 0.23%.

As
of December 31, 2009, $322.3 million of the net carrying value of land, buildings and improvements and $66.7 million of construction in progress collateralized
the combined construction and mortgage loans payable.

F-62

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Table of Contents

Behringer Harvard Ventures

Notes to Combined Financial Statements (Continued)

7. Construction and Mortgage Loans Payable (Continued)

The
following presents principal payments for the following five years and thereafter as of December 31, 2009 (amounts in millions):

Year

Amount2010

$
1.22011


86.52012


2.42013


131.62014


0.4Thereafter


24.8Plus: Loan Premiums


0.4Total

$
247.3


8. Noncontrolling Interests



The limited liability company agreements of the BH REITs have authorized 125 units of Preferred Units. For ten of our BH REITs, as of
December 31, 2009, we sold Preferred Units ranging from 121 to 124 units per REIT. As of December 31, 2009 and 2008, we raised aggregate gross offering proceeds for all Ventures totaling
approximately $0.1 million and $0.5 million, respectively. As of December 31, 2009 and 2008, offering costs associated with the Preferred Units issuance were approximately
$0.1 million and $0.3 million, respectively, and have been recorded as an offset to the noncontrolling interest balance. As of December 31, 2009 and 2008, the carrying amounts of
the Preferred Units noncontrolling interests were approximately $0.2 million and $0.2 million, respectively.

In
January 2010, we sold additional Preferred Units related to seven additional BH REITs, 121 units per BH REIT, for aggregate gross offering proceeds totaling approximately
$0.4 million. Offering costs associated with these Preferred Units issuance were approximately $0.3 million.

The
Preferred Units pay an annual dividend of 12.5% and are senior in priority to all other members' equity of the BH REIT. The BH REIT, at its option, may redeem the Preferred Units, in
whole or in part, at any time or from time to time, for cash at a redemption price equal to $500 per unit, plus all accrued and unpaid distributions thereon to and including the date fixed for
redemption, plus a premium per unit of $100 for the first year which declines in value $25 each year until there is no redemption premium remaining. The Preferred Units are not redeemable by the unit
holders and we have no current intent to exercise our redemption option.

As
of December 31, 2009 and 2008, we have two Property Entities containing third-party equity interest. The initial measurement of the non-redeemable, noncontrolling
interests is at fair value. The subsequent carrying amount is recorded at the higher of the initial carrying amount, increased or decreased for the noncontrolling interest's share of net income or
loss or the redemption value. As of December 31, 2009 and 2008, the carrying amounts of these noncontrolling interests were approximately $1.5 million and $1.8 million,
respectively.

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Table of Contents

Behringer Harvard Ventures

Notes to Combined Financial Statements (Continued)

8. Noncontrolling Interests (Continued)



As
of December 31, 2009 we have one Property Entity containing third-party equity interests. This interest contains conversion rights at the option of the third-party, redeemable
at fair value for a one-year period commencing November 2011. The initial measurement of the temporary noncontrolling interests is at fair value. The subsequent carrying amount is recorded
at the higher of the initial carrying amount, increased or decreased for the noncontolling interest's share of net income or loss or the redemption value if redemption is considered probable. As of
December 31, 2009, the carrying amounts of this Property Entity noncontrolling interest was approximately $10.4 million. We did not have any redeemable, noncontrolling interests as of
December 31, 2008.

9. Related Party Arrangements

We are dependent on the Venture members and their affiliates for our operational and investment capital needs. We are also ultimately dependent, through MF REIT, on the Advisor and
Behringer Harvard Multifamily Management Services, LLC and certain of their affiliates for certain services that are essential to us, including, asset acquisition and disposition decisions,
property management and leasing services and other general administrative responsibilities. In the event that these companies were unable to provide us with the respective capital or services, we
would be required to obtain such capital or services from other sources. Asset management fees related to these services are the responsibility of MF REIT and Master LP level and are not
incurred by us or included in these combined financial statements.

In
the ordinary course of our business, MF REIT and its affiliates may advance money on our behalf to pay certain operating expenses, escrows or other costs. As of December 31,
2009, we have less than $0.1million in total reimbursement costs payable to Multifamily LP and its affiliates. As of December 31, 2008, we did not have any reimbursement costs payable to
Multifamily LP and its affiliates.

10. Commitments and Contingencies

In December 2009, Fairfield Residential LLC, a real estate operating company, ("Fairfield Residential") and certain of its affiliates filed for voluntary bankruptcy. Certain other
affiliates of Fairfield Residential that serve as the general partner for The Cameron and current limited partners of Bailey's Crossing and 55 Hundred were not part of the bankruptcy filing (the
"Fairfield Projects"). The Bailey's Crossing, 55 Hundred and The Cameron Property Entities were also not a part of the bankruptcy filing. The Bailey's Crossing and 55 Hundred Property Entity
restructurings and recapitalizations were completed prior to Fairfield Residential's bankruptcy and were not affected by the bankruptcy filing.

Because
Fairfield Residential has guaranteed repayment of The Cameron senior construction loan, as well as completion of the project for the senior construction loan, Fairfield
Residential's bankruptcy gave rise to an event of default under The Cameron senior construction loan agreement. As a result, The Cameron senior construction lender sent a default notice to The Cameron
Property Entity. These events in turn gave rise to an event of default under the BHMP CO-JV note receivable. To preserve its rights, the BHMP CO-JV also served a default notice
to The Cameron Property Entity related to its $19.3 million mezzanine loan. Through March 2010, the senior construction lender has continued to fund construction draws and has not exercised any
of its default remedies. If the senior construction

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Table of Contents

Behringer Harvard Ventures

Notes to Combined Financial Statements (Continued)

10. Commitments and Contingencies (Continued)

lender
did exercise its default remedies, we expect to have an opportunity to (a) cure the default, (b) purchase the senior construction loan or (c) otherwise negotiate a solution
acceptable to the senior construction lender. However, there is no assurance that we would be able to restructure the senior construction loan including associated guarantees on terms that are
acceptable to The Cameron Property Entity owners and us. In addition, the senior construction lender's exercise of default remedies or the results of any restructuring negotiations may change our
analysis of the accounting for the investment, which could result in the BHMP CO-JV accounting for the investment as joint venture, or if the BHMP CO-JV is viewed as the
primary beneficiary, to consolidate the investment. However, we believe we have sufficient collateral, contractual remedies and other creditor rights for us to recover all of our investment in the
development project.

As
of December 31, 2009, management's assessment related to The Cameron BHMP CO-JV is that the loan investment is still properly accounted for as a loan. The
continuation of this accounting treatment is dependent on the resolution of the issues described above, and there can be no assurance as new facts and circumstances arise that different accounting
would not be required. A change in accounting could affect our recognition of earnings in future periods. As of December 31, 2009, no impairment charges related to our investments with respect
to any of the Fairfield Projects have been recorded.

We
may become obligated to purchase all or a portion of the interests on two Property Entities under contingent sell options held by other investors on the Property Entities: The Cameron
and Grand Reserve (formerly known as Lovers Lane Townhomes). The options are generally exercisable after completion of the development and for a period of three years thereafter. The option price is
set by agreement and is either based on the fair value of the project at the exercise date or the cost of the project as defined in the respective agreement. The estimated amount of the purchase
options is $51.8 million. The amount of cash required to fund these option purchases may be substantially less than the option price due to the Cameron Venture and Lovers Lane Venture notes
receivable investment, assumption of existing Property Entity financing and new financing sources. As of December 31, 2009, no purchase options are exercisable. The Bailey's Venture may become
obligated to purchase a limited partnership interest in the Bailey's Crossing Property Entity at a price set through an appraisal process. The obligation is for a one-year period
commencing November 2011. As this amount is based on future events and valuations, we are not able to estimate this amount if exercised; however the limited partner's invested capital as of
December 31, 2009 is approximately $11.8 million.

Each
of our equity investments that include third-party developers also includes buy/sell provisions. Under these provisions and during specific periods, a partner could make an offer to
purchase the interest of the other partner and the other partner would have the option to accept the offer or purchase the offering partner's interest at that price. As of December 31, 2009, no
such offers are outstanding.

For
Redwood Venture, Baileys Venture and Columbia Venture, the multifamily communities are undergoing renovation or development as of December 31, 2009. The unfunded amount of
contractual construction commitments aggregate approximately $21.1 million of which $19.6 million are anticipated to be paid from the Property Entity level construction loans.

F-65

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Table of Contents

Behringer Harvard Ventures

Notes to Combined Financial Statements (Continued)

11. Subsequent Events

In January 2010, we acquired a multifamily community located in Denver, Colorado, from an unaffiliated seller. The purchase price was $52.0 million, excluding closing costs. No
mortgage debt was assumed in connection with the acquisition. On February 26, 2010, the Venture closed on a $28.6 million mortgage loan payable. The mortgage loan payable bears interest
at 4.23% and mature on March 1, 2015.

In
February 2010, we closed on $23.9 million of financing collateralized by our real estate investment in the Calypso Venture. The mortgage loan payable has a term of five years
with interest-only payments at an annual rate of 4.21%. Substantially all of the net proceeds were distributed to the partners.

*****

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Table of Contents

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To
the Board of Directors and Stockholders of
Behringer Harvard Multifamily REIT I, Inc.
Addison, Texas

We
have audited the consolidated financial statements of Behringer Harvard Multifamily REIT I, Inc. and subsidiaries (the "Company") as of December 31, 2009 and 2008
and for each of the three years in the period ended December 31, 2009, and have issued our report thereon dated March 31, 2010; such financial statements and report are included
elsewhere in this Form 10-K. Our audits also included the financial statement schedules of the Company listed in Item 15. These financial statement schedules are the
responsibility of the Company's management. Our responsibility is to express an opinion based on our audits. In our opinion, such financial statement schedules, when
considered in relation to the basic consolidated financial statements taken as a whole, present fairly, in all material respects, the information set forth therein.

/s/
Deloitte & Touche LLP

Dallas,
Texas
March 31, 2010

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Table of Contents



Behringer Harvard Multifamily REIT I, Inc.        Valuation and Qualifying Accounts        Schedule II        December 31, 2009        (in thousands)

Allowance for Doubtful Accounts

Balance at
Beginning of
Year

Charged to
Costs and
Expenses

Charged to
Other
Accounts

Deductions

Balance at
End of YearYear ended December 31, 2009

$


$
169

$


$
115

$
54Year ended December 31, 2008

$


$


$


$


$
Year ended December 31, 2007

$


$


$


$


$



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Table of Contents



Behringer Harvard Multifamily REIT I, Inc.        Real Estate and Accumulated Depreciation        Schedule III        December 31, 2009
    (in thousands)

Initial CostProperty Name

Location

Land

Buildings and
Improvements

Gross Amount
Carried at Close
of Period

Accumulated
Depreciation

Year of
Completion/
Acquisition

EncumbrancesThe Gallery at NoHo Commons

Los Angeles, CA

$
28,700

$
78,309

$
107,009

$
1,001


2008/2009

$
51,300Mariposa Loft Apartments

Atlanta, GA


5,800


22,452


28,252


364


2005/2009


Grand Reserve Orange

Orange, CT


4,600


20,602


25,202


119


2005/2009


$
39,100

$
121,363

$
160,463

$
1,484




$
51,300


Each of our properties has a depreciable life of 25 years.

A
summary of activity for real estate and accumulated depreciation for the years ended December 31, 2009, 2008 and 2007 is as follows (in thousands):

Year Ended
December 31, 2009

Year Ended
December 31, 2008

Year Ended
December 31, 2007Real Estate:Balance at beginning of year

$


$


$
Additions


160,463





Deductions








Balance at end of the year

$
160,463

$


$
Accumulated Depreciation:Balance at beginning of year

$


$


$
Depreciation expense


1,484





Deductions








Balance at end of the year

$
1,484

$


$



F-69

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Table of Contents



Behringer Harvard Multifamily REIT I, Inc.        Mortgage Loans on Real Estate        Schedule IV        December 31, 2009    
  (in thousands)

Description

Interest
Rate

Maturity
Date

Periodic Payment
Terms

Prior
Liens

Face
Amount of
Note

Carrying
Amount of
Note

Principal Amount of
Loans Subject to
Delinquent
Principal or InterestMezzanine note


10.0
%
April 2012

Accrued interest
payable at maturity

N/A

$
2,183

$
2,368

$
$
2,183

$
2,368

$



We did not have any material mortgage notes outstanding prior to 2009.

*****

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Table of Contents

EXHIBIT INDEX

Exhibit
Number

Description3.1

Articles of Restatement, incorporated by reference to Exhibit 3.1.2 to the Company's Form 8-K filed on September 8, 20083.2

Fourth Amended and Restated Bylaws, incorporated by reference to Exhibit 3.2 to the Company's Form 8-K filed on March 1, 20104.1

Form of Subscription Agreement (included as Exhibit A to prospectus), incorporated by reference to Exhibit 4.1 to the Company's Post-Effective Amendment No. 4 to its Registration Statement on
Form S-11 filed on January 14, 2010, Commission File No. 333-1484144.2

Distribution Reinvestment Plan (included as Exhibit B to prospectus), incorporated by reference to Exhibit 4.2 to the Company's Post-Effective Amendment No. 4 to its Registration Statement on
Form S-11 filed on January 14, 2010, Commission File No. 333-1484144.3

Automatic Purchase Plan (included as Exhibit C to prospectus), incorporated by reference to Exhibit 4.3 to the Company's Post-Effective Amendment No. 4 to its Registration Statement on Form S-11
filed on January 14, 2010, Commission File No. 333-1484144.4

Amended and Restated Share Redemption Program, incorporated by reference to Exhibit 4.4 to the Company's Form 10-Q filed on November 13, 2009, Commission File No. 333-1484144.5

Statement regarding Restrictions on Transferability of Shares of Common Stock, incorporated by reference to Exhibit 4.5 to the Company's Registration Statement on Form S-11/A filed on May 9,
20084.6

Amended and Restated Distribution Reinvestment Plan, incorporated by reference to Exhibit 4.2 to the Company's Form 10-Q filed on November 13, 20094.7

Amended and Restated Automatic Purchase Plan, incorporated by reference to Exhibit 4.3 to the Company's Form 10-Q filed on November 13, 200910.1
*
Third Amended and Restated Advisory Management Agreement, dated January 29, 201010.2

Amended and Restated Property Management Agreement, incorporated by reference to Exhibit 10.2 to the Company's Form 10-Q filed on November 14, 200810.3

Amended and Restated Incentive Award Plan, incorporated by reference to Exhibit 10.3 to the Company's Registration Statement on Form S-11/A filed on May 9, 2008, Commission File
No. 333-14841410.4

Service Mark Agreement, incorporated by reference to Exhibit 10.4 to the Company's Form 10-Q filed on November 14, 200810.5

Senior and Junior Mezzanine Promissory Notes by and between SW 131 St. Rose Mezzanine Borrower LLC as borrower and Behringer Harvard St. Rose REIT, LLC as lender dated December 31, 2008,
incorporated by reference to Exhibit 10.5 to the Company's Form 10-K filed on March 31, 200910.6

Senior and Junior Mezzanine Loan Agreements by and between SW 131 St. Rose Mezzanine Borrower LLC as borrower and Behringer Harvard St. Rose REIT, LLC as lender dated December 31, 2008,
incorporated by reference to Exhibit 10.6 to the Company's Form 10-K filed on March 31, 200910.7

Senior and Junior Mezzanine Deeds of Trust, Assignments of Rents and Leases, Security Agreements, Fixture Filings and Financing Statements by and between SW 132 St. Rose Senior Borrower LLC as grantor and
Behringer Harvard St. Rose REIT, LLC as lender dated December 31, 2008, incorporated by reference to Exhibit 10.7 to the Company's Form 10-K filed on March 31, 2009


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Table of Contents

Exhibit
Number

Description10.8

Mezzanine Guaranty Agreement by and between CFP Residential, L.P., Kenneth J. Valach, Bruce Hart and J. Ronald Terwilliger collectively as guarantor and Behringer St. Rose REIT, LLC as lender dated
December 31, 2008, incorporated by reference to Exhibit 10.8 to the Company's Form 10-K filed on March 31, 200910.9

Intercreditor and Subordination Agreement by and between Bank of America, N.A. on behalf of senior construction lenders and land loan lender and Behringer Harvard St. Rose REIT, LLC as subordinate lender
dated December 31, 2008, incorporated by reference to Exhibit 10.9 to the Company's Form 10-K filed on March 31, 200910.10

Sale, Purchase and Escrow Agreement between Verandah Owner Limited Partnership as seller and Harvard Property Trust, LLC as purchaser dated January 26, 2009, incorporated by reference to Exhibit 10.10
to the Company's Form 10-K filed on March 31, 200910.11

Assignment and Assumption of Sale, Purchase and Escrow Agreement by and between Harvard Property Trust, LLC as assignor and Behringer Harvard Multifamily OP I LP as assignee dated January 28, 2009,
incorporated by reference to Exhibit 10.11 to the Company's Form 10-K filed on March 31, 200910.12

First Amendment to Sale, Purchase and Escrow Agreement by and between Verandah Owner Limited Partnership as seller and Behringer Harvard Multifamily OP I LP as purchaser dated February 20, 2009, incorporated
by reference to Exhibit 10.12 to the Company's Form 10-K filed on March 31, 200910.13

Agreement of Sale and Purchase and Joint Escrow Instructions by and between Waterford Place Apartments, LLC as seller and Behringer Harvard Multifamily OP I LP as buyer dated May 29, 2009, incorporated
by reference to Exhibit 10.13 to the Company's Form 10-Q filed on August 14, 200910.14

Revivor and First Amendment to Agreement of Sale and Purchase and Joint Escrow Instructions by and between Waterford Place Apartments, LLC as seller and Behringer Harvard Multifamily OP I LP as buyer dated
July 2, 2009, incorporated by reference to Exhibit 10.14 to the Company's Form 10-Q filed on August 14, 200910.15

Second Amendment to Agreement of Sale and Purchase and Joint Escrow Instructions by and between Waterford Place Apartments, LLC as seller and Behringer Harvard Multifamily OP I LP as buyer dated
July 13, 2009, incorporated by reference to Exhibit 10.15 to the Company's Form 10-Q filed on August 14, 200910.16

Assignment and Assumption of Sale, Purchase and Escrow Agreement by and between Behringer Harvard Multifamily OP I LP as assignor and Behringer Harvard Waterford Place REIT, LLC as assignee dated
August 4, 2009, incorporated by reference to Exhibit 10.16 to the Company's Form 10-Q filed on August 14, 200910.17

(First Lien) Assumption Agreement by and among Waterford Place Apartments, LLC, Behringer Harvard Waterford Place REIT, LLC and the Federal Home Loan Mortgage Corporation dated August 25, 2009,
incorporated by reference to Exhibit 10.17 to the Company's Form 10-Q filed on November 13, 200910.18

(Second Lien) Assumption Agreement by and among Waterford Place Apartments, LLC, Behringer Harvard Waterford Place REIT, LLC and the Federal Home Loan Mortgage Corporation dated August 25, 2009,
incorporated by reference to Exhibit 10.18 to the Company's Form 10-Q filed on November 13, 200910.19

Multifamily Note by Waterford Place Apartments, LLC in favor of Deutsche Bank Berkshire Mortgage, Inc. dated March 31, 2008, incorporated by reference to Exhibit 10.19 to the Company's
Form 10-Q filed on November 13, 2009


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Table of Contents

Exhibit
Number

Description10.20

Multifamily Note by Waterford Place Apartments, LLC in favor of Berkshire Mortgage Finance Limited Partnership dated April 1, 2004, incorporated by reference to Exhibit 10.20 to the Company's Form 10-Q
filed on November 13, 200910.21

Multifamily Deed of Trust, Assignment of Rents, Security Agreement and Fixture Filing by Waterford Place Apartments, LLC for the benefit of Deutsche Bank Berkshire Mortgage, Inc. dated March 31, 2008,
incorporated by reference to Exhibit 10.21 to the Company's Form 10-Q filed on November 13, 200910.22

Multifamily Deed of Trust, Assignment of Rents, Security Agreement and Fixture Filing by Waterford Place Apartments, LLC for the benefit of Berkshire Mortgage Finance Limited Partnership dated April 1, 2004,
incorporated by reference to Exhibit 10.22 to the Company's Form 10-Q filed on November 13, 200910.23

Limited Liability Company Agreement of Behringer Harvard Waterford Place Venture, LLC by and between Behringer Harvard Waterford Place, LLC and Behringer Harvard Master Partnership I LP dated
May 29, 2009, incorporated by reference to Exhibit 10.23 to the Company's Form 10-Q filed on November 13, 200910.24

Sale, Purchase and Escrow Agreement by and between SAF Burroughs Mills, LLC, as seller, and Behringer Harvard Multifamily OP I LP as buyer dated August 7, 2009, incorporated by reference to
Exhibit 10.24 to the Company's Form 10-Q filed on November 13, 200910.25

Assignment of Sale, Purchase and Escrow Agreement by and between Behringer Harvard Multifamily OP I LP as assignor and Behringer Harvard Burroughs Mill REIT, LLC as assignee dated September 12, 2009,
incorporated by reference to Exhibit 10.25 to the Company's Form 10-Q filed on November 13, 200910.26

Agreement of Sale by and between SF No Ho LLC as seller and Behringer Harvard Multifamily OP I LP as buyer dated August 12, 2009, incorporated by reference to Exhibit 10.26 to the Company's
Form 10-Q filed on November 13, 200910.27

Assignment of Agreement of Sale by and between Behringer Harvard Multifamily OP I LP, as assignor, and Behringer Harvard NOHO, LLC as assignee effective August 19, 2009, incorporated by reference to
Exhibit 10.27 to the Company's Form 10-Q filed on November 13, 200910.28

Amendment to Agreement of Sale by and between SF No Ho LLC as seller and Behringer Harvard NOHO, LLC as buyer dated September 17, 2009, incorporated by reference to Exhibit 10.28 to the Company's
Form 10-Q filed on November 13, 200910.29

Multifamily Note by Behringer Harvard NOHO, LLC in favor of Red Mortgage Capital, Inc. dated October 28, 2009, incorporated by reference to Exhibit 10.29 to the Company's Form 10-Q filed on
November 13, 200910.30

Multifamily Deed of Trust, Assignment of Rents, Security Agreement and Fixture Filing by Behringer Harvard NOHO, LLC for the benefit of Red Mortgage Capital, Inc. dated October 28, 2009, incorporated by
reference to Exhibit 10.30 to the Company's Form 10-Q filed on November 13, 200910.31

Owner Participation Agreement by and between The Community Redevelopment Agency of Los Angeles and SL No Ho, LLC dated December, 2001, incorporated by reference to Exhibit 10.31 to the Company's
Form 10-Q filed on November 13, 200910.32

First Implementation Agreement to Owner Participation Agreement by and between The Community Redevelopment Agency of the City of Los Angeles and SL No Ho, LLC dated November, 2002, incorporated by reference to
Exhibit 10.32 to the Company's Form 10-Q filed on November 13, 2009


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Table of Contents

Exhibit
Number

Description10.33

Second Implementation Agreement to Owner Participation Agreement by and between The Community Redevelopment Agency of the City of Los Angeles and SL No Ho, LLC dated December 12, 2003, incorporated by reference
to Exhibit 10.33 to the Company's Form 10-Q filed on November 13, 200910.34

Third Implementation Agreement to Owner Participation Agreement by and between The Community Redevelopment Agency of the City of Los Angeles and SL No Ho, LLC dated October 1, 2004, incorporated by reference
to Exhibit 10.34 to the Company's Form 10-Q filed on November 13, 200910.35

Agreement Containing Covenants Affecting Real Property by and between The Community Redevelopment Agency of the City of Los Angeles and SF No Ho, LLC dated December 19, 2003, incorporated by reference to
Exhibit 10.35 to the Company's Form 10-Q filed on November 13, 200910.36

Subarea "A" Partial Assignment of Owner Participation Agreement and Consent to Assignment by and among SF No Ho, LLC, Behringer Harvard NOHO, LLC and The Community Redevelopment Agency of the City of Los
Angeles dated September 17, 2009, incorporated by reference to Exhibit 10.36 to the Company's Form 10-Q filed on November 13, 200910.37

Agreement of Sale and Purchase and Joint Escrow Instructions by and between Acacia on Santa Rosa Creek, LLC, as seller, and Behringer Harvard Multifamily OP I LP, as buyer, dated October 12, 2009,
incorporated by reference to Exhibit 10.37 to the Company's Form 10-Q filed on November 13, 200910.38

Limited Liability Company Agreement of Behringer Harvard Baileys Venture, LLC by and between Behringer Harvard Baileys, LLC and Behringer Harvard Master Partnership I LP dated June 26, 2007,
incorporated by reference to Exhibit 10.41 to Post-Effective Amendment No. 4 to the Company's Registration Statement on Form S-11 filed on December 8, 2009, Commission File No. 333-14814110.39

Amended and Restated Limited Partnership Agreement of Behringer Harvard Baileys Investors, L.P. among Behringer Harvard Baileys GP, LLC as general partner and the limited partners named therein, dated
December 1, 2009, incorporated by reference to Exhibit 10.42 to Post-Effective Amendment No. 4 to the Company's Registration Statement on Form S-11 filed on December 8, 2009, Commission File No. 333-14814110.40
*
Purchase and Sale Agreement by and between Park Crest Building 5 Associates, LLC as seller and Behringer Harvard Multifamily OP I LP as buyer dated January 28, 201010.41
*
First Amendment to Purchase and Sale Agreement by and between Park Crest Building 5 Associates, LLC as seller and Behringer Harvard Multifamily OP I LP as buyer dated February 26, 201010.42
*
Assignment of Agreement of Sale by and between Behringer Harvard Multifamily OP I LP as assignor and Behringer Harvard Park Crest, LLC as assignee effective March 8, 201010.43
*
Credit Agreement by and among Behringer Harvard Multifamily OP I LP and Behringer Harvard Orange, LLC collectively as borrower and NorthMarq Capital, LLC as lender dated March 26, 201010.44
*
Multifamily Revolving Credit Note by Behringer Harvard Multifamily OP I LP and Behringer Harvard Orange, LLC as borrower in favor of NorthMarq Capital, LLC dated March 26, 201010.45
*
Multifamily Open-End Mortgage, Assignment of Rents and Security Agreement between Behringer Harvard Orange, LLC as mortgagor and NorthMarq Capital, LLC as mortgagee dated March 26, 2010


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Table of Contents

Exhibit
Number

Description10.46

Form of Dealer Manager Agreement, including Form of Selected Dealer Agreement and Form of Selected Investment Advisor Agreement, incorporated by reference to Exhibit 1.1 to the Company's Registration Statement on
Form S-11/A filed on August 26, 2008, Commission File No. 333-14841421.1*

Subsidiaries of the Company31.1*

Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 200231.2*

Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 200232.1*

Certifications of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002**


*Filed
herewith**In
accordance with Item 601(b)(32) of Regulation S-K, this Exhibit is not deemed "filed" for purposes of Section 18 of the
Exchange Act or otherwise subject to the liabilities of that section. Such certifications will not be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act,
except to the extent that the registrant specifically incorporates it by reference.


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