##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, DC 20549
 FORM 10-Q
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
 For the quarterly period ended September 30, 2008
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
 For the transition period from to
 Commission File Number: 000-52619
 AmREIT MONTHLY INCOME & GROWTH FUND IV, L.P.
  Delaware
(State or Other Jurisdiction of
Incorporation or Organization)
    
    20-5685431
(IRS Employer Identification No.)8 Greenway Plaza, Suite 1000
Houston, Texas
(Address of Principal Executive Offices)
    
    77046
(Zip Code)
 713-850-1400
 þ o
  Large accelerated filer o
Accelerated filer o
Non-accelerated filer o(Do not check if a smaller reporting company)
Smaller reporting company þ o þ




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##### 



TABLE OF CONTENTS
 PagePart I  Financial InformationItem 1 
    
    Financial Statements
    
    
    1Item 2 
    
    Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    16Item 3 
    
    Quantitative and Qualitative Disclosures About Market Risk
    
    
    24Item 4T 
    
    Controls and Procedures
    
    
    25Part II  Other InformationItem 1 
    
    Legal Proceedings
    
    
    25Item 2 
    
    Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    25Item 3 
    
    Defaults Upon Senior Securities
    
    
    25Item 4 
    
    Submission of Matters to a Vote of Security Holders
    
    
    25Item 5 
    
    Other Information
    
    
    25Item 6 
    
    Exhibits
    
    
    25Signatures
    
    
    26Exhibit Index
    
    
    27EXHIBIT 31.1EXHIBIT 31.2EXHIBIT 32.1EXHIBIT 32.2




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##### Table of Contents



PART I  FINANCIAL INFORMATION
 
 ITEM 1. FINANCIAL STATEMENTS.
 AmREIT MONTHLY INCOME & GROWTH FUND IV, L.P. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
September 30, 2008 and December 31, 2007
(in thousands)
 September 30,
    
    
    December 31,2008
    
    
    2007(unaudited)ASSETSReal estate investments at cost:Land
    
    $
    30,942
    
    
    $
    Buildings
    
    
    30,828
    
    
    
    Tenant improvements
    
    
    1,280
    
    
    
    63,050
    
    
    
    Less accumulated depreciation and amortization
    
    
    (1,525
    )
    
    
    61,525
    
    
    
    Investment in non-consolidated entities
    
    
    11,229
    
    
    
    17,100Intangible lease cost, net
    
    
    3,384
    
    
    
    Net real estate investments
    
    
    76,138
    
    
    
    17,100Cash and cash equivalents
    
    
    4,569
    
    
    
    19,349Escrow deposits
    
    
    1,618
    
    
    
    1,540Tenant receivables, net
    
    
    306
    
    
    
    Accounts receivable
    
    
    
    
    
    
    113Accounts receivable  related party
    
    
    178
    
    
    
    Deferred costs, net
    
    
    208
    
    
    
    Other assets
    
    
    81
    
    
    
    10TOTAL ASSETS
    
    $
    83,098
    
    
    $
    38,112LIABILITIES AND PARTNERS CAPITALLiabilities:Notes payable
    
    $
    30,000
    
    
    $
    Notes payable  related party
    
    
    551
    
    
    
    Accounts payable
    
    
    1,178
    
    
    
    104Accounts payable  related party
    
    
    124
    
    
    
    1,208Derivative liability
    
    
    415
    
    
    
    Asset retirement obligations
    
    
    700
    
    
    
    Below market leases, net
    
    
    2,127
    
    
    
    Security deposits
    
    
    122
    
    
    
    TOTAL LIABILITIES
    
    
    35,217
    
    
    
    1,312Minority interest in consolidated subsidiaries
    
    
    11,646
    
    
    
    Partners capital:General partner
    
    
    
    
    
    
    Limited partners, 1,956 and 1,796 units outstanding
September 30, 2008 and December 31, 2007, respectively
    
    
    36,235
    
    
    
    36,800TOTAL PARTNERS CAPITAL
    
    
    36,235
    
    
    
    36,800TOTAL LIABILITIES AND PARTNERS CAPITAL
    
    $
    83,098
    
    
    $
    38,112
  1




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AmREIT MONTHLY INCOME & GROWTH FUND IV, L.P. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands)
 Three months ended September 30,
    
    
    Nine months ended September 30,2008
    
    
    2007
    
    
    2008
    
    
    2007Revenues:Rental income from operating leases
    
    $
    1,308
    
    
    $
    
    
    
    $
    3,862
    
    
    $
    Total revenues
    
    
    1,308
    
    
    
    
    
    
    
    3,862
    
    
    
    Expenses:General and administrative
    
    
    39
    
    
    
    14
    
    
    
    87
    
    
    
    79General and administrative  related party
    
    
    29
    
    
    
    22
    
    
    
    86
    
    
    
    42Asset management fees  related party
    
    
    108
    
    
    
    62
    
    
    
    320
    
    
    
    115Property expense
    
    
    455
    
    
    
    
    
    
    
    1,316
    
    
    
    Property management fees  related party
    
    
    46
    
    
    
    
    
    
    
    140
    
    
    
    Legal and professional
    
    
    158
    
    
    
    26
    
    
    
    281
    
    
    
    78Depreciation and amortization
    
    
    870
    
    
    
    
    
    
    
    2,549
    
    
    
    Total expenses
    
    
    1,705
    
    
    
    124
    
    
    
    4,779
    
    
    
    314Operating loss
    
    
    (397
    )
    
    
    (124
    )
    
    
    (917
    )
    
    
    (314
    )Other income (expense):Loss on derivative
    
    
    (39
    )
    
    
    
    
    
    
    (415
    )
    
    
    Interest and other income
    
    
    27
    
    
    
    205
    
    
    
    254
    
    
    
    303Interest expense
    
    
    (368
    )
    
    
    
    
    
    
    (1,225
    )
    
    
    Interest expense  related party
    
    
    (7
    )
    
    
    
    
    
    
    (21
    )
    
    
    (101
    )Equity in losses from non-consolidated entities
    
    
    (181
    )
    
    
    (245
    )
    
    
    (679
    )
    
    
    (649
    )Minority interest in loss of consolidated subsidiaries
    
    
    169
    
    
    
    
    
    
    
    914
    
    
    
    Margin tax expense
    
    
    (8
    )
    
    
    
    
    
    
    (28
    )
    
    
    Total other income (expense)
    
    
    (407
    )
    
    
    (40
    )
    
    
    (1,200
    )
    
    
    (447
    )Net loss
    
    $
    (804
    )
    
    $
    (164
    )
    
    $
    (2,117
    )
    
    $
    (761
    )
  2




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AmREIT MONTHLY INCOME & GROWTH FUND IV, L.P. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF PARTNERS CAPITAL
For the nine months ended September 30, 2008
(in thousands)
 General partner
    
    
    Limited partners
    
    
    TotalBalance at December 31, 2007
    
    $
    
    
    
    $
    36,800
    
    
    $
    36,800Contributions, net
of offering costs
    
    
    
    
    
    
    4,299
    
    
    
    4,299Net loss (1)
    
    
    28
    
    
    
    (2,145
    )
    
    
    (2,117
    )Distributions
    
    
    (28
    )
    
    
    (2,719
    )
    
    
    (2,747
    )Balance at September 30, 2008
    
    $
    
    
    
    $
    36,235
    
    
    $
    36,235
 
 (1)
    
    The allocation of net loss includes a curative allocation to increase the GP capital account by
$49. The cumulative curative allocation since inception of the Partnership is $74. The partnership
agreement provides that no partner shall be required to fund a deficit balance in their capital
account.  3




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AmREIT MONTHLY INCOME & GROWTH FUND IV, L.P. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
 Nine months ended September 30,2008
    
    
    2007Cash flows from operating activities:Net loss
    
    $
    (2,117
    )
    
    $
    (761
    )Adjustments to reconcile net loss to net cash
used in operating activities:Loss from non-consolidated entities
    
    
    679
    
    
    
    649Depreciation and amortization
    
    
    2,621
    
    
    
    Amortization
of out-of-market leases
    
    
    (326
    )
    
    
    Loss on derivative
    
    
    415
    
    
    
    Minority interest in loss of consolidated subsidiaries
    
    
    (914
    )
    
    
    Increase in tenant receivables
    
    
    (53
    )
    
    
    Decrease in accounts receivable  related party
    
    
    151
    
    
    
    Increase in deferred costs
    
    
    (6
    )
    
    
    Increase in other assets
    
    
    (505
    )
    
    
    (7
    )Increase in accounts payable
    
    
    4
    
    
    
    55Decrease in accounts payable  related party
    
    
    (1,864
    )
    
    
    (632
    )Increase in security deposits
    
    
    38
    
    
    
    Net cash used in operating activities
    
    
    (1,877
    )
    
    
    (696
    )Cash flows from investing activities:Improvements to real estate
    
    
    (287
    )
    
    
    Acquisition of investment properties
    
    
    (10,550
    )
    
    
    Investment in non-consolidated entities
    
    
    (4,818
    )
    
    
    (5,142
    )Earnest
money deposit made, net of reimbursements
    
    
    150
    
    
    
    (40
    )Net cash used in investing activities
    
    
    (15,505
    )
    
    
    (5,182
    )Cash flows from financing activities:Proceeds from notes payable  related party
    
    
    551
    
    
    
    Payments on notes payable  related party
    
    
    
    
    
    
    (4,926
    )Contributions
    
    
    4,899
    
    
    
    31,002Issuance costs
    
    
    (600
    )
    
    
    (3,537
    )Loan acquisition costs
    
    
    (36
    )
    
    
    Distributions
    
    
    (2,747
    )
    
    
    (746
    )Net cash provided by financing activities
    
    
    2,067
    
    
    
    21,793Net increase (decrease) in cash and cash equivalents
    
    
    (15,315
    )
    
    
    15,915Cash and cash equivalents, beginning of period
    
    
    19,349
    
    
    
    796Cash and cash equivalents, beginning of period for previously
non-consolidated entities
    
    
    535
    
    
    
    Cash and cash equivalents, beginning of period, adjusted for
entities consolidated during the 2008 period
    
    
    19,884
    
    
    
    796Cash and cash equivalents, end of period
    
    $
    4,569
    
    
    $
    16,711Supplemental schedule of cash flow information:Cash paid during the period for:Interest
    
    $
    1,153
    
    
    $
    127Taxes
    
    $
    11
    
    
    $
    
 Supplemental schedule of noncash investing and financing activities:
   Supplemental notes:
   4




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AmREIT MONTHLY INCOME & GROWTH FUND IV, L.P. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2008
 1. DESCRIPTION OF BUSINESS AND NATURE OF OPERATIONS
    2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 BASIS OF PRESENTATION
   REVENUE RECOGNITION
  5




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REAL ESTATE INVESTMENTS
 Development Properties 
 Acquired Properties and Acquired Lease Intangibles Business Combinations
 Depreciation 
 Properties Held for Sale 
 Impairment 
 ENVIRONMENTAL EXPOSURES
  6




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RECEIVABLES AND ALLOWANCE FOR UNCOLLECTIBLE ACCOUNTS
 Tenant Receivables 
 Accounts Receivable-Related Party
 DERIVATIVE FINANCIAL INSTRUMENTS
 Accounting for
Derivative Instruments and Hedging Activities Amendment of Statement 133 on Derivative Instruments and Hedging Activities
 DEFERRED COSTS
  INCOME TAXES
 Federal 
 State  Accounting for Income Taxes
 7




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USE OF ESTIMATES
  FAIR VALUE OF FINANCIAL INSTRUMENTS
  CONSOLIDATION OF VARIABLE INTEREST ENTITIES
 Consolidation of Variable Interest Entities ,
 NEW ACCOUNTING STANDARDS
 Fair Value Measurements
 The Fair Value Option for Financial Assets and
Financial Liabilities .
 Business Combinations .
 8




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Noncontrolling Interests in Consolidated Financial
Statementsan amendment of ARB No. 51
 Disclosures about Derivative Instruments and Hedging
Activities .
 OFFERING COSTS
  CASH AND CASH EQUIVALENTS
  INTEREST
  SEGMENT REPORTING
 Disclosures about Segments of an Enterprise and Related
Information
 3. INVESTMENTS IN NON-CONSOLIDATED ENTITIES
  9




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
    
    In February 2008, we acquired a 10% interest in Shadow Creek Holding
Company LLC which owns a multi-tenant retail property located in Pearland, Texas
with a combined gross leasable area of 616,370 square feet. The remaining 90% is
owned by an unaffiliated third party and REITPlus, Inc., an affiliated AmREIT
entity.
    
    In December 2007, we acquired a 50% interest in Cambridge & Holcombe, LP
which consists of raw land that will be developed into a multi-tenant retail
property located in Houston, Texas. The remaining 50% is owned by an unaffiliated
third party.
    
    In December 2006, we acquired a 50% interest in AmREIT Casa Linda, LP
which owns a multi-tenant retail property located in Dallas, Texas with a combined
gross leasable area of 325,000 square feet. The remaining 50% is owned by AmREIT
Monthly Income & Growth Fund III, Ltd., an affiliated AmREIT entity.
  Three months ended
    
    Nine months endedSeptember 30,
    
    September 30,2008
    
    2007
    
    2008
    
    2007Revenue
    
    $
    1,299
    
    
    $
    1,155
    
    
    $
    3,376
    
    
    $
    3,390Depreciation and amortization
    
    
    (536
    )
    
    
    (555
    )
    
    
    (1,640
    )
    
    
    (1,652
    )Net loss
    
    
    (218
    )
    
    
    (364
    )
    
    
    (1,028
    )
    
    
    (1,178
    )
 4. ACQUIRED LEASE INTANGIBLES
   September 30, 2008
    
    
    December 31, 2007In-Place
    
    
    
    
    
    
    Above-market
    
    
    In-Place
    
    
    
    
    
    
    Above-marketleases
    
    
    
    
    
    
    leases
    
    
    leases
    
    
    
    
    
    
    leasesCost
    
    $
    5,004
    
    
    
    
    
    
    $
    193
    
    
    $
    
    
    
    
    
    
    
    $
    Accumulated
amortization
    
    
    (1,754
    )
    
    
    
    
    
    
    (59
    )
    
    
    
    
    
    
    
    
    
    
    Intangible
lease cost, net
    
    $
    3,250
    
    
    
    
    
    
    $
    134
    
    
    $
    
    
    
    
    
    
    
    $
    
  10




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5. NOTES PAYABLE
    ScheduledPrincipal
    
    
    Term-Loan
    
    
    TotalScheduled Payments by Year
    
    Payments
    
    
    Maturities
    
    
    Payments2008
    
    $
    
    
    
    $
    
    
    
    $
    2009
    
    
    51
    
    
    
    
    
    
    
    512010
    
    
    81
    
    
    
    23,800
    
    
    
    23,8812011
    
    
    86
    
    
    
    
    
    
    
    862012
    
    
    90
    
    
    
    
    
    
    
    90Thereafter
    
    
    449
    
    
    
    5,443
    
    
    
    5,892Total
    
    $
    757
    
    
    $
    29,243
    
    
    $
    30,000
 6. DERIVATIVE FINANCIAL INSTRUMENTS
   7. CONCENTRATIONS
   11




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Tenant
    
    2008
    
    
    2007Borders
    
    $
    643
    
    
    $
    Walgreens
    
    
    249
    
    
    
    Randalls
    
    
    182
    
    
    
    Jos A. Bank
    
    
    155
    
    
    
    Paesanos
    
    
    96
    
    
    
    $
    1,325
    
    
    $
    
 8. PARTNERS CAPITAL AND MINORITY INTEREST
  Limited Optional Redemption
 Distributions
 
    
    First  100% to the Limited Partners (in proportion to their unreturned actual
invested capital) until such time as the Limited Partners have received cumulative
distributions from all sources equal to 100% of their actual invested capital
(calculated using the actual purchase price per unit);
    
    Second  100% to the General Partner until it has received cumulative distributions
from all sources equal to 100% of its actual invested capital of $1,000;
    
    Third  1% to the General Partner and 99% to the limited partners on a per unit
basis until such time as the limited partners have received cumulative distributions
from all sources equal to 8.5% per annum, cumulative, uncompounded return on their
unreturned deemed capital contributions (which will be equal to (i) the product of
$25,000 per unit (regardless of the purchase price paid for a unit) multiplied by
the number of units owned by a partner, reduced by (ii) the aggregate amount of any
distributions received that constitute a return of capital contributions);
    
    Fourth  100% to the General Partner until it has received cumulative
distributions from all sources (other than with respect to the Units it purchased)
in an amount equal to 40% of the net cash flow paid to date to the Limited Partners
in excess of their actual invested capital; and
 12




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
    
    Thereafter  60% to the limited partners on a per unit basis and 40% to the General
Partner.
 Minority Interest 
 9. RELATED PARTY TRANSACTIONS
  Three months ended
    
    Nine months endedSeptember 30,
    
    September 30,Type of Service
    
    2008
    
    2007
    
    2008
    
    2007Securities Commissions, Due Diligence and
Marketing Reimbursements
    
    $
    11
    
    
    $
    1,316
    
    
    $
    569
    
    
    $
    3,348Organizational and Offering Cost Reimbursements
    
    
    
    
    
    
    32
    
    
    
    41
    
    
    
    190Asset Management Fees
    
    
    108
    
    
    
    62
    
    
    
    320
    
    
    
    115Development and Acquisition Fees
    
    
    
    
    
    
    
    
    
    
    264
    
    
    
    Property Management Fees and Leasing Costs
    
    
    48
    
    
    
    
    
    
    
    147
    
    
    
    Administrative Costs Reimbursements
    
    
    29
    
    
    
    22
    
    
    
    86
    
    
    
    42$
    196
    
    
    $
    1,432
    
    
    $
    1,427
    
    
    $
    3,695
  10. REAL ESTATE ACQUISITIONS AND DISPOSITIONS
   Summary of Assets Acquired and
    
    As ofLiabilities Assumed
    
    March 25, 2008(In thousands)(unaudited)AssetsLand
    
    $
    3,051Buildings
    
    
    5,402Intangible lease costs
    
    
    700Escrow deposits
    
    
    390Other assets
    
    
    42Total Assets
    
    
    9,585LiabilitiesNotes payable
    
    
    6,200Accounts payable
    
    
    32Below market leases
    
    
    156Security deposits
    
    
    48Total Liabilities
    
    
    6,436Net assets acquired
    
    $
    3,149
    13




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Three months ended
    
    Nine months endedCombined Statements of Operations
    
    September 30, 2008
    
    September 30, 2008(In thousands)
    
    (In thousands)(unaudited)
    
    (unaudited)Total revenues
    
    $
    1,040
    
    
    $
    3,326Depreciation and amortization
    
    
    709
    
    
    
    2,218Operating loss
    
    
    (92
    )
    
    
    (221
    )Interest expense
    
    
    279
    
    
    
    1,041Net income (loss)
    
    
    (426
    )
    
    
    (1,722
    )
  As ofCombined Balance Sheet
    
    June 6, 2008(In thousands)(unaudited)AssetsNet real estate assets
    
    $
    56,566Other assets
    
    
    1,773Total Assets
    
    $
    58,339Liabilities and Partners Capital:Notes payable
    
    $
    23,800Other liabilities
    
    
    4,647Partners capital
    
    
    29,892Total Liabilities and Partners Capital
    
    $
    58,339
  2007(In thousands)(unaudited)Total revenues
    
    $
    1,165Depreciation & amortization
    
    
    876Operating loss
    
    
    (651
    )Minority Interest in loss of consolidated subsidiaries
    
    
    293Net loss
    
    
    (1,330
    )
  14




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11. COMMITMENTS AND CONTINGENCIES
 Litigation
 Environmental matters
  15




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ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
   Overview
    Summary of Critical Accounting Policies
  16




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Revenue Recognition
  Valuation of Real Estate Assets
    Investment in Real Estate Assets
   17




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Valuation of Receivables
  Real Estate Acquisitions
 Business Combinations
    Derivative Financial Instruments
 Accounting for
Derivative Instruments and Hedging Activities Amendment of Statement 133 on Derivative Instruments and Hedging Activities
 18




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Recently Issued Accounting Pronouncements
 Fair
Value Measurements
 The Fair Value Option for Financial Assets and
Financial Liabilities .
 Business Combinations .
 Noncontrolling Interests in Consolidated Financial
Statementsan amendment of ARB No. 51
 Disclosures about Derivative Instruments and Hedging
Activities .
 Results of Operations
  19




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Three Months Ended September 30, 2008 versus Three Months Ended September 30, 2007
 Revenue.
 General & Administrative.
 General & Administrative  Related Party.
 Asset Management Fees  Related Party.
 Property Expense.
 Property Management Fees  Related Party.
 20




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##### Table of Contents



Legal and Professional Fees.
 Depreciation and Amortization Expense.
 Loss on Derivative.
 Interest and Other Income.
 Interest Expense.
 Interest Expense  Related Party.
 Equity in Losses From Non-Consolidated Entities.
 Minority Interest in Loss of Consolidated Subsidiaries
 Margin Tax Expense.
 21




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Nine months ended September 30, 2008 versus Nine months ended September 30, 2007
 Revenue.
 General & Administrative.
 General & Administrative  Related Party.
 Asset Management Fees  Related Party.
 Property Expense.
 Property Management Fees  Related Party.
 Legal and Professional Fees.
 Depreciation and Amortization Expense.
 Loss on Derivative.
 22




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##### Table of Contents



Interest and Other Income.
 Interest Expense.
 Interest Expense  Related Party.
 Equity in Losses From Non-Consolidated Entities.
 Minority Interest in Loss of Consolidated Subsidiaries
 Margin Tax Expense.
 Liquidity and Capital Resources
    23




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Nine months endedSeptember 30,2008
    
    2007Operating activities
    
    $
    (1,877
    )
    
    $
    (696
    )Investing activities
    
    
    (15,505
    )
    
    
    (5,182
    )Financing activities
    
    
    2,067
    
    
    
    21,793
    
 ITEM 303(a)(iv). OFF-BALANCE SHEET ARRANGEMENTS.
  ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
    24




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##### Table of Contents



ITEM 4T. CONTROLS AND PROCEDURES.
 Evaluation of Disclosure Controls and Procedures
    Changes in Internal Controls
  
 PART II  OTHER INFORMATION
 
 ITEM 1. LEGAL PROCEEDINGS.
  
 ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
  
 ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
  
 ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
  
 ITEM 5. OTHER INFORMATION.
  
 ITEM 6. EXHIBITS.
  25




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##### Table of Contents



SIGNATURES
  AmREIT Monthly Income & Growth Fund IV, L.P.Date: November 14, 2008
    By:
    AmREIT Monthly Income & Growth IV
Corporation, its General PartnerBy:
    /s/ H. Kerr TaylorH. Kerr TaylorPresident, Chief Executive Officer and DirectorBy:
    /s/ Chad C. BraunChad C. BraunExecutive Vice President, Chief Financial Officer,
Treasurer and Secretary 26




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##### Table of Contents



EXHIBIT INDEX
 Exhibit 3.1
    
    Certificate of Limited Partnership of AmREIT Monthly Income
& Growth Fund IV, L.P., dated October 10, 2006 (incorporated
herein by reference from Exhibit 3.1 to the Partnerships
Registration Statement on Form 10 dated April 29, 2008).Exhibit 3.2
    
    Agreement of Limited Partnership of AmREIT Monthly & Income
Growth Fund IV, L.P., dated October 10, 2006 (incorporated
herein by reference from Exhibit 3.2 to the Partnerships
Registration Statement on Form 10 dated April 29, 2008).Exhibit 3.2.1
    
    Amendment No. 1 to Agreement of Limited Partnership of
AmREIT Monthly & Income Growth Fund IV, L.P., dated December
7, 2006 (incorporated herein by reference from Exhibit 3.3
to the Partnerships Registration Statement on Form 10 dated
April 29, 2008).Exhibit 31.1
    
    Certification signed by the Chief Executive Officer of the
Partnerships General Partner pursuant to Exchange Act Rule
13a-14(a)  filed herewith.Exhibit 31.2
    
    Certification signed by the Chief Financial Officer of the
Partnerships General Partner pursuant to Exchange Act Rule
13a-14(a)  filed herewith.Exhibit 32.1
    
    Certification Pursuant to 18 U.S.C. Section 1350, as Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002,
signed by the Chief Executive Officer of the Partnerships
General Partner  furnished herewith.Exhibit 32.2
    
    Certification Pursuant to 18 U.S.C. Section 1350, as Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002,
signed by the Chief Financial Officer of the Partnerships
General Partner  furnished herewith.
 27