**EXHIBIT 99.2**

 

**POLICY FOR ESTIMATION OF COMMON STOCK VALUE**

**OF**

**BEHRINGER HARVARD OPPORTUNITY REIT I, INC.**

 

In order to assistfiduciaries in discharging their obligations under ERISA reporting requirementsand to assist broker-dealers in connection with their obligations under applicableFINRA Rules with respect to customer account statements, Behringer HarvardOpportunity REIT I, Inc. (the “Company”) has adopted this policy inrespect of estimating the per share value of its common stock (the “CommonStock”) as of May 11, 2009.  Thispolicy may be amended by the Board of Directors of the Company (the “Board”) atany time in its sole discretion.  Inaddition, although this policy expresses the intent of the Board at the time ofits adoption, there is no limitation on the ability of the Board to cause theCompany to vary from this policy to the extent it deems appropriate, with orwithout an express amendment of this policy.

 

The Company shall provide itsstockholders a per share estimated value of its common stock on a periodicbasis, generally annually.  Until 18months have passed without a sale in an offering of the Common Stock (or othersecurities from which the Board believes the value of a share of common stockcan be estimated), the Company shall use the gross offering price of a share ofthe Common Stock in its most recent offering as the per share estimated value thereofor, with respect to an offering of other securities from which the value of ashare of Common Stock can be estimated, the Company shall use the value derivedfrom the gross offering price of such other security as the per share estimatedvalue of the Common Stock.  For purposesof the foregoing, an offering shall not include an offering related to adistribution reinvestment plan, employee benefit plan or the redemption ofinterests in the Company’s operating partnership.

 

No later than 18 monthsafter the last sale in an offering of the securities described above, theCompany shall disclose an estimated per share value that is not based solely onthe offering price of securities in the most recent offering.  This estimate shall be determined by theBoard, or a committee thereof, after consultation with Behringer HarvardOpportunity Advisors I, LLC (the “Advisor”), or if the Company shall no longerbe administered by the Advisor, the Company’s officers and employees.  The Advisor or the Company may engage such expertsand third parties as it may deem appropriate. If a committee of the Board of Directors estimates the value, a majorityof the voting members of the committee will be independent directors; however,the committee may also include officers or employees of the Company, the Advisoror the Advisor’s affiliates.

 

If the Company has soldassets and made distributions to stockholders of net proceeds from such salessince the termination of the most recent offering, the estimated value pershare shall generally be net of the amount of those distributions.

 

The Board or committeethereof will have the discretion to choose a methodology or combination ofmethodologies as it deems reasonable under then current circumstances forestimating the per share value of the Common Stock.  These methodologies may take account numerousfactors including, without limitation, the following:

 

·                  netamounts that might be realized in a sale of the Company’s assets in an orderlyliquidation;

 

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·                  netamounts that might be realized in a bulk portfolio sale of the Company’sassets;

 

·                  separatevaluations of the Company’s assets;

 

·                  privatereal estate market conditions;

 

·                  publicreal estate market conditions;

 

·                  thebusiness plan of the Company and characteristics and factors specific to theportfolio or securities;

 

·                  theprices at which the Company’s securities were sold in other offerings, such as adistribution reinvestment plan offering;

 

·                  theprices paid for Company securities in other transactions, including secondary markettrades;

 

·                  therelative prices paid for comparable companies listed on a national securitiesexchange; and

 

·                  theCompany’s going concern value.

 

The Board may rely on theAdvisor or a third-party valuation expert to assist in estimating the value ofthe Company’s assets or its shares of Common Stock.  However, with respect to asset valuations, theBoard shall not be required to obtain asset-by-asset appraisals prepared byappraisers certified by a Member of the Appraisal Institute or other tradeorganization that monitors appraisers, nor must any appraisals conform toformats or standards promulgated by any such trade organization.  The Company shall disclose the effective dateof the estimated valuation.  The Companyshall not release individual property value estimates or any of the data supportingthe estimated per share value, and the Board is under no obligation to describethe factors on which it relied or the methodologies utilized in estimating the estimatedvalue of a share of Common Stock.

 

After first publishing an estimateby the Board within 18 months after an offering as described above, the Companyshall repeat the process of estimating share value of the Common Stock periodicallythereafter.  However, if deemedappropriate by the Board, the Company may return to the publication of anestimated value based solely on the offering price of a share of Common Stock orother securities if the Company has conducted another offering within 18 monthsof the disclosure of an estimated per share value.  The Company shall provide this information in itsannual report on Form 10-K.  TheCompany may also disseminate this information by a posting on the web sitemaintained for the Company and the Advisor and its affiliates at www.behringerharvard.comor by other means.

 

Estimates based solely on anoffering price will be subject to numerous limitations.  For example, such estimates will not takeinto account:

 

·                  individual or aggregatevalues of the Company’s assets;

 

·                  real estate marketfluctuations affecting the Company’s assets generally;

 

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·                  adverse or beneficialdevelopments with respect to one or more assets in the Company’s portfolio;

 

·                  the Company’s costs of theoffering; or

 

·                  the Company’s costs ofacquiring assets.

 

After the estimated value hereunderis based on factors in addition to the most recent offering price of a share ofCommon Stock or other security, the estimated value will not reflectdevelopments that occur after the most recent estimated valuation date.  Further, such valuations will be estimatesonly and may be based upon a number of estimates, assumptions and opinions thatmay not be or may later prove not to be accurate or complete, which could makethe estimated valuations incorrect.

 

With respect to any estimate of the value of Common Stockmade pursuant to this policy, there can be no assurance that:

 

·                  theestimated value per share would actually be realized by the Company’s stockholdersupon liquidation, bulk portfolio sales of the Company’s assets, sale of theCompany or listing of the Common Stock on an exchange;

 

·                  anystockholder of the Company would be able to realize estimated share values in anyattempt to sell shares;

 

·                  theestimated value per share would be related to any individual or aggregatedvalue estimates or appraisals of the Company’s assets; or

 

·                  theestimated value, or method used to estimate value, would be found by anyregulatory authority to comply with the ERISA, FINRA or other regulatory requirements.

 

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