**Exhibit 99.1**

 

**POLICY FOR ESTIMATION OF COMMON STOCK VALUE**

**OF**

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

 

In order to assist fiduciaries in discharging their obligations underERISA reporting requirements and to assist broker-dealers in connection withtheir obligations under applicable FINRA Rules with respect to customeraccount statements, Behringer Harvard Multifamily REIT I, Inc. (the “Company”)has adopted this policy in respect of estimating the per share value of itscommon stock (the “Common Stock”) as of November 11, 2009.  This policy may be amended by the Board of Directorsof the Company (the “Board”) at any time in its sole discretion.  In addition, although this policy expressesthe intent of the Board at the time of its adoption, there is no limitation onthe ability of the Board to cause the Company to vary from this policy to theextent it deems appropriate, with or without an express amendment of thispolicy.

 

The Company shall provide its stockholders a per share estimated valueof its common stock on a periodic basis, generally annually.  Until 18 months have passed without a sale inan offering of the Common Stock (or other securities from which the Boardbelieves the value of a share of common stock can be estimated), the Companyshall use the gross offering price of a share of the Common Stock in its mostrecent offering as the per share estimated value thereof or, with respect to anoffering of other securities from which the value of a share of Common Stockcan be estimated, the Company shall use the value derived from the grossoffering price of such other security as the per share estimated value of theCommon Stock.  For purposes of theforegoing, an offering shall not include an offering related to a distributionreinvestment plan, employee benefit plan or the redemption of interests in theCompany’s operating partnership.

 

No later than 18 months after the last sale in an offering of thesecurities described above, the Company shall disclose an estimated per sharevalue that is not based solely on the offering price of securities in the mostrecent offering.  This estimate shall bedetermined by the Board, or a committee thereof, after consultation withBehringer Harvard Multifamily Advisors I LP (the “Advisor”), or if the Companyshall no longer be advised by the Advisor, the Company’s officers andemployees.  The Advisor or the Companymay engage such experts and third parties as it may deem appropriate.  If a committee of the Board estimates thevalue, a majority of the voting members of the committee will be independentdirectors; however, the committee may also include officers or employees of theCompany, the Advisor or the Advisor’s affiliates.

 

If the Company has sold assets and made distributions to stockholdersof net proceeds from such sales since the termination of the most recentoffering, the estimated value per share shall generally be net of the amount ofthose distributions.

 

The Board or committee thereof will have the discretion to choose amethodology or combination of methodologies as it deems reasonable under thencurrent circumstances for estimating the per share value of the CommonStock.  The estimated value is notintended to be related to any analysis of individual asset value performed forfinancial statement purposes nor values at which individual assets may becarried on financial statements under applicable accounting standards.  The methodologies for determining theestimated values hereunder may take into account numerous factors including,without limitation, the following:

 

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·                  net amounts thatmight be realized in a sale of the Company’s assets in an orderly liquidation;

·                  net amounts thatmight be realized in a bulk portfolio sale of the Company’s assets;

·                  separate valuationsof the Company’s assets;

·                  private realestate market conditions;

·                  public realestate market conditions;

·                  the businessplan of the Company and characteristics and factors specific to its portfolioor securities;

·                  the prices atwhich the Company’s securities were sold in other offerings, such as adistribution reinvestment plan offering;

·                  the prices paidfor Company securities in other transactions, including secondary markettrades;

·                  the relativeprices paid for comparable companies listed on a national securities exchange;and

·                  the Company’sgoing concern value.

 

The Board may rely on the Advisor or a third-party valuation expert toassist in estimating the value of the Company’s assets or its shares of CommonStock.  However, with respect to assetvaluations, the Board shall not be required to obtain asset-by-asset appraisalsprepared by appraisers certified by a Member of the Appraisal Institute orother trade organization that monitors appraisers, nor must any appraisalsconform to formats or standards promulgated by any such tradeorganization.  The Company shall disclosethe effective date of the estimated valuation. The Company shall not release individual property value estimates or anyof the data supporting the estimated per share value, and the Board is under noobligation to describe the factors on which it relied or the methodologiesutilized in estimating the estimated value of a share of Common Stock.

 

After first publishing an estimate by the Board within 18 months afteran offering as described above, the Company shall repeat the process ofestimating share value of the Common Stock periodically thereafter.  However, if deemed appropriate by the Board,the Company may return to the publication of an estimated value based solely onthe offering price of a share of Common Stock or other securities if theCompany has conducted another offering within 18 months of the disclosure of anestimated per share value.  The Companyshall provide this information in its annual report on Form 10-K.  The Company may also disseminate thisinformation by a posting on the web site maintained for the Company and theAdvisor and its affiliates at *www.behringerharvard.com*or by other means.

 

Estimates based solely on an offering price will be subject to numerouslimitations.  For example, such estimateswill not take into account:

 

·                  individual oraggregate values of the Company’s assets;

·                  real estatemarket fluctuations affecting the Company’s assets generally;

·                  adverse orbeneficial developments with respect to one or more assets in the Company’sportfolio;

·                  the Company’scosts of the offering; or

 

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·                  the Company’scosts of acquiring assets.

 

Estimates not based solely on the offering price of securities in themost recent offering will also be subject to numerous limitations.  Such valuations will not reflect developmentsthat 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 Stock made pursuantto this policy, there can be no assurance that:

 

·                  the estimatedvalue per share would actually be realized by the Company’s stockholders uponliquidation, bulk portfolio sales of the Company’s assets, sale of the Companyor listing of the Common Stock on an exchange;

·                  any stockholderof the Company would be able to realize estimated share values in any attemptto sell shares;

·                  the estimatedvalue per share would be related to any individual or aggregated valueestimates or appraisals of the Company’s assets; or

·                  the estimatedvalue, or method used to estimate value, would be found by any regulatoryauthority to comply with the ERISA, FINRA or other regulatory requirements.

 

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