**Exhibit 99.1**

 

**POLICY FOR ESTIMATION OF COMMON STOCK VALUE**

**OF**

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

 

Adopted November 10, 2009

 

Inorder to assist fiduciaries in discharging their obligations under ERISAreporting requirements and to assist broker-dealers in connection with theirobligations under applicable FINRA Rules with respect to customer accountstatements, Behringer Harvard Opportunity REIT II, Inc. (the “Company”)has adopted this policy in respect of estimating the per share value of itscommon stock (the “Common Stock”) as of November 10, 2009.  This policy may be amended by the Board ofDirectors of 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.

 

TheCompany shall provide its stockholders a per share estimated value of itscommon 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 Stock canbe estimated, the Company shall use the value derived from the gross offeringprice of such other security as the per share estimated value of the CommonStock.  For purposes of the foregoing, anoffering shall not include an offering related to a distribution reinvestmentplan, employee benefit plan or the redemption of interests in the Company’soperating partnership.

 

Nolater than 18 months after the last sale in an offering of the securitiesdescribed above, the Company shall disclose an estimated per share value thatis not based solely on the offering price of securities in the most recentoffering.  This estimate shall bedetermined by the Board, or a committee thereof, after consultation withBehringer Harvard Opportunity Advisors II 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.

 

Ifthe Company has sold assets and made distributions to stockholders of netproceeds from such sales since the termination of the most recent offering, theestimated value per share shall generally be net of the amount of thosedistributions.

 

TheBoard or committee thereof will have the discretion to choose a methodology orcombination of methodologies as it deems reasonable under then currentcircumstances for estimating the per share value of the Common Stock.  The estimated value is not intended to berelated to any analysis of individual asset value performed for financialstatement purposes nor values at which individual assets may be carried onfinancial statements under applicable accounting standards.  The methodologies for determining theestimated values hereunder may take into account numerous factors including,without limitation, the following:

 

·                  net amounts that might be realized in a saleof the Company’s assets in an orderly liquidation;

 

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·                  net amounts that might be realized in a bulkportfolio sale of the Company’s assets;

·                  separate valuations of the Company’s assets;

·                  private real estate market conditions;

·                  public real estate market conditions;

·                  the business plan of the Company andcharacteristics and factors specific to its portfolio or securities;

·                  the prices at which the Company’s securitieswere sold in other offerings, such as a distribution reinvestment planoffering;

·                  the prices paid for Company securities inother transactions, including secondary market trades;

·                  the relative prices paid for comparablecompanies listed on a national securities exchange; and

·                  the Company’s going concern value.

 

TheBoard may rely on the Advisor or a third-party valuation expert to assist inestimating 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.

 

Afterfirst publishing an estimate by the Board within 18 months after an offering asdescribed above, the Company shall repeat the process of estimating share valueof the Common Stock periodically thereafter. However, if deemed appropriate by the Board, the Company may return tothe publication of an estimated value based solely on the offering price of ashare of Common Stock or other securities if the Company has conducted anotheroffering within 18 months of the disclosure of an estimated per sharevalue.  The Company shall provide thisinformation 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.

 

Estimatesbased solely on an offering price will be subject to numerous limitations.  For example, such estimates will not takeinto account:

 

·                  individual or aggregate values of the Company’sassets;

·                  real estate market fluctuations affecting theCompany’s assets generally;

·                  adverse or beneficial developments with respectto one or more assets in the Company’s portfolio;

·                  the Company’s costs of the offering; or

·                  the Company’s costs of acquiring assets.

 

Estimatesnot based solely on the offering price of securities in the most recentoffering 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 opinionsthat may not be or may later prove not to be accurate or complete, which couldmake the estimated valuations incorrect.

 

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Withrespect to any estimate of the value of Common Stock made pursuant to thispolicy, there can be no assurance that:

 

·                  the estimated value per share would actuallybe realized by the Company’s stockholders upon liquidation, bulk portfoliosales of the Company’s assets, sale of the Company or listing of the CommonStock on an exchange;

·                  any stockholder of the Company would be ableto realize estimated share values in any attempt to sell shares;

·                  the estimated value per share would berelated to any individual or aggregated value estimates or appraisals of theCompany’s assets; or

·                  the estimated value, or method used toestimate value, would be found by any regulatory authority to comply with theERISA, FINRA or other regulatory requirements.

 

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