1179352--3/27/2007--BEHRINGER_HARVARD_MID_TERM_VALUE_ENHANCEMENT_FUND_I

related topics

{investment, property, distribution}

{tax, income, asset}

{loan, real, estate}

{debt, indebtedness, cash}

{cost, contract, operation}

{interest, director, officer}

{stock, price, operating}

{operation, international, foreign}

{customer, product, revenue}

{personnel, key, retain}

{cost, regulation, environmental}

{financial, litigation, operation}

{condition, economic, financial}

There is no public trading market for our units, therefore it will be difficult for limited partners to sell their units. Our units have limited transferability and lack liquidity. Our limited partners should view their investments as long-term in nature. If we, through our General Partners, are unable to find suitable investments, then we may not be able to achieve our investment objectives or pay distributions. The prior performance of real estate investment programs sponsored by affiliates of our General Partners may not be an indication of our future results. We may suffer from delays in locating suitable investments, which could adversely affect the return on limited partners investments. We are limited in the number and type of properties in which we may invest and the value of limited partners investment will fluctuate with the performance of the specific investments made. If we lose or are unable to obtain key personnel, our ability to implement our investment strategies could be delayed or hindered. Robert M. Behringer has a dominant role in determining what is in our best interests and, therefore, we will not have the benefit of independent consideration of issues affecting our partnership operations. Our General Partners have a limited net worth consisting of assets that are not liquid, which may adversely affect the ability of our General Partners to fulfill their financial obligations to us. Our rights and the rights of our limited partners to recover claims against our General Partners are limited. Our units are generally not suitable for IRAs and other retirement plans subject to ERISA. Our General Partners will face conflicts of interest relating to the purchase and leasing of properties, and such conflicts may not be resolved in our favor. Our General Partners will face conflicts of interest relating to the incentive fee structure under our Partnership Agreement that could result in actions that are not necessarily in the long-term best interests of our limited partners. Our General Partners will face conflicts of interest relating to joint ventures, which could result in a disproportionate benefit to a Behringer Harvard program or third party other than us. Our General Partners and certain of their key personnel will face competing demands relating to their time, and this may cause our investment returns to suffer. There is no separate counsel for us and our affiliates, which could result in conflicts of interest. The Texas Revised Limited Partnership Act (TRLPA) does not grant limited partners any voting rights, and their rights are limited under our Partnership Agreement. Limited partners have limited voting rights, and are bound by the majority vote on matters on which they are entitled to vote. Limited partners are unable to sell their units pursuant to our redemption program after December 31, 2006. Payment of fees to our General Partners and their affiliates will reduce cash available for investment and distribution. The distributions we pay to our limited partners are not necessarily indicative of our current or future operating results and there can be no assurance that we will be able to achieve expected cash flows necessary to continue to pay or maintain cash distributions at any particular level, or that distributions will increase over time. Adverse economic conditions will negatively affect our returns and profitability. Gains and distributions upon resale of our properties are uncertain. 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 investors that we will be profitable or that we will realize growth in the value of our real estate properties. Properties that have significant vacancies could be difficult to sell, which could diminish the investor s return on its investment. We are dependent on tenants for our revenue and lease terminations could reduce our distributions to our limited partners. We may be unable to secure funds for future tenant improvements, which could adversely impact our ability to pay cash distributions to our limited partners. We may be unable to sell a property if or when we decide to do so, which could adversely impact our ability to pay cash distributions to our limited partners. If we sell any of our properties in tenant-in-common transactions, those sales may be viewed as sales of securities, and we would retain potential liability after the sale under applicable securities laws. Uninsured losses relating to real property or excessively expensive premiums for insurance coverage may adversely affect investor returns. Our operating results may be negatively affected by potential development and construction delays and resultant increased costs and risks. If we contract with Behringer Development for newly developed property, we cannot guarantee that our earnest money deposit made to Behringer Development Company LP will be fully refunded. Competition with third parties in acquiring properties may reduce our profitability and investors returns on their investments. Delays in acquisitions of properties may have adverse effects on limited partners investments. Uncertain market conditions and the broad discretion of our General Partners relating to the future disposition of properties could adversely affect the limited partners returns on their investments. If we set aside insufficient working capital reserves, we may be required to defer necessary property improvements. 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. Discovery of previously undetected environmentally hazardous conditions may adversely affect our operating results. Our costs associated with complying with the Americans with Disabilities Act may affect cash available for distributions. If we sell properties by providing financing to purchasers, we will bear the risk of default by the purchaser. The Internal Revenue Service may challenge our characterization of material tax aspects of investment in our units of limited partnership interest. Investors may realize taxable income without cash distributions, and they may have to use funds from other sources to pay their tax liabilities. We could be characterized as a publicly traded partnership, which would have an adverse tax effect on investors. The deductibility of losses will be subject to passive loss limitations, and therefore, their deductibility will be limited. The Internal Revenue Service may challenge our allocations of profit and loss, and any reallocation of items of income, gain, deduction and credit could reduce anticipated tax benefits. We may be characterized as a dealer, and if so, any gain recognized upon a sale of real property would be taxable to investors as ordinary income. We may be audited, which could result in the imposition of additional tax, interest and penalties. State and local taxes and a requirement to withhold state taxes may apply, and if so, the amount of net cash from operations payable to investors would be reduced. Legislative or regulatory action could adversely affect investors. The State of Texas recently enacted legislation that creates a new margin tax and decreases state property taxes. This tax reform could result in decreased reimbursable expenses from tenants, and increased taxes on our operations, which could reduce the cash available for distribution to our investors. There are special considerations that apply to pension or profit sharing trusts or IRAs investing in our units. We may dissolve the Partnership if our assets are deemed to be plan assets or if we engage in prohibited transactions. Adverse tax considerations may result because of minimum distribution requirements. UBTI may be generated with respect to tax-exempt investors.

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1179352--3/27/2007--BEHRINGER_HARVARD_MID_TERM_VALUE_ENHANCEMENT_FUND_I_LP