The following table sets forth information as of June 13, 201312, 2014 regarding the beneficial ownership of our common stock by each person known by us to own 5% or more of the outstanding shares of common stock, each of our directors, each of our executive officers, and our directors and executive officers as a group.  The address for each of the persons named in the following table is 15601 Dallas Parkway, Suite 600, Addison, Texas 75001.

Management is responsible for the financial reporting process, including the system of internal control, and for the preparation of consolidated financial statements in accordance with accounting principles generally accepted in the United States of America (“GAAP”).  Our independent registered public accounting firm is responsible for auditing those financial statements and expressing an opinion as to their conformity with GAAP.  The Audit Committee’s responsibility is to oversee and review these processes.  WeCommittee oversees our financial reporting process on behalf of the Board.  The members of the Audit Committee are not, however, professionally engaged in the practice of accounting or auditing, and do not provide any expert or other special assurance as to such financial statements concerning compliance with the laws, regulations or GAAP or as to the independence of the registered public accounting firm.  The Audit Committee relies, without independent verification, on the information provided to usit and on the representations made by management and the independent registered public accountants.

In this context, the Audit Committee has met and held discussions with management and Deloitte & Touche LLP, the Company’s independent registered public accounting firm, regarding the fair and complete presentation of the Company’s results of operations.  The Audit Committee has discussed significant accounting policies applied by the Company in its audited financial statements, as well as alternative treatments.  Management represented to the Audit Committee that the Company’s audited consolidated financial statements were prepared in accordance with generally accepted accounting principles, and the Audit Committee has reviewed and discussed the consolidated financial statements with management and the independent registered public accounting firm.  The Audit Committee discussed with the independent registered public accounting firm matters required to be discussed by the Statement on Auditing Standards No. 61, as amended (AICPA, Professional Standards, Vol. 1. AU section 380), as adopted by the Public Company Accounting Oversight Board (“PCAOB”) in Rule 3200T.

Auditing Standard No. 16 — Communications with Audit Committees.

In addition, the Audit Committee has discussed with the independent registered public accounting firm its independence from the Company and its management, including Behringer Harvard Opportunity Advisors II, LLC and its affiliates, including the matters in the written disclosures and the letter provided to the Audit Committee by the independent registered public accounting firm as required by PCAOB Ethics and IndependencePublic Company Accounting Oversight Board Rule 3526, Communication with Audit Committees Concerning Independence.  The Audit Committee also has considered whether the provision by the independent registered public accounting firm of non-audit professional services is compatible with maintaining their independence.  The Audit Committee has concluded that the independent registered public accounting firm is independent from the Company.

The Audit Committee discussed with the Company’s internal auditors and independent registered public accounting firm the overall scope and plans for its audit.their respective audits.  The Audit Committee meets periodically with the internal auditors and independent registered public accounting firm, with and without management present, to discuss the results of its examination, the evaluationtheir examinations, their evaluations of the Company’sour internal controls, and the overall quality of the Company’sour financial reporting.

  The Audit Committee also meets privately with the independent registered public accounting firm, Chief Financial Officer, Chief Accounting Officer and Vice President of Internal Audit at each quarterly meeting.

In reliance on the reviews and discussions referred to above, the Audit Committee recommended to the Board of Directors, and the Board approved, that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2012,2013, for filing with the SEC.Securities Exchange Commission.  In addition, the Audit Committee has selected, and the Board of Directors has ratified the selection of, the Company’s independent registered public accounting firm.  The following independent directors, who constitute the Audit Committee, provide the foregoing report.

	AUDIT COMMITTEE:
	Jeffrey P. Mayer, Chairman
	Andreas K. Bremer
	Diane S. Detering-Paddison
	Cynthia Pharr Lee

Deloitte & Touche LLP (“Deloitte”) has served as our independent registered public accounting firm since January 2007.  Our management believes that Deloitte is knowledgeable about our operations and accounting practices and well qualified to act as our independent registered public accounting firm.  The audit committee may, however, select new auditors at any time in the future in its discretion if it deems such decision to be in our best interests.  Any such decision would be disclosed to the stockholders in accordance with applicable securities laws.

One or more representatives of Deloitte have been invited and are expected to be present at the Annual Meeting.  They will have an opportunity to make a statement if they desire to do so and will be available to respond to appropriate questions.

The following table presents fees for professional services rendered by our independent registered public accounting firm, Deloitte & Touche LLP, the member firms of Deloitte Touche Tohmatsu, and their respective affiliates (collectively, “Deloitte & Touche”) for the years ended December 31, 20122013 and 20112012 ($ in thousands):

		2012			2011
Audit Fees(1)		$	426		$	386
Audit-Related Fees(2)		9			238
Tax Fees(3)		5			7
All Other Fees		—			—
Total Fees		$	440		$	631

Our audit committee considers the provision of these services to be compatible with maintaining the independence of Deloitte & Touche LLP.

Our audit committee must approve any fee for services to be performed by the Company’s independent registered public accounting firm in advance of the service being performed.  For proposed projects using the services of the Company’s independent registered public accounting firm that are expected to cost under $100,000, our audit committee will be provided information to review and must approve each project prior to commencement of any work.  For proposed projects using the services of the Company’s independent registered public accounting firm that are expected to cost $100,000 and over, our audit committee will be provided with a detailed explanation of what is being included, and asked to approve a maximum amount for specifically identified services in each of the following categories: (1) audit fees; (2) audit-related fees; (3) tax fees; and (4) all other fees for any services allowed to be performed by the independent registered public accounting firm. If additional amounts are needed, our audit committee must approve the increased amounts prior to the previously approved maximum being reached and before the work may continue.  Approval by our audit committee may be made at its regularly scheduled meetings or otherwise, including by telephonic or other electronic communications.  The Company will report the status of the various types of approved services and fees, and cumulative amounts paid and owed, to our audit committee on a regular basis.  Our audit committee has considered the independent registered public accounting firm’s non-audit services provided to the Company and has determined that such services are compatible with maintaining its independence.

Our audit committee approved all of the services provided by, and fees paid to, Deloitte & Touche LLP during the years ended December 31, 20122013 and 2011.

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2012.

We do not currently have written formal policies and procedures for the review, approval or ratification of transactions with related persons, as defined by Item 404 of Regulation S-K of the Securities Exchange Act of 1934, as amended. Under that definition, transactions with related persons are transactions in which we were or are a participant and the amount involved exceeds $120,000 and in which any related person had or will have a direct or indirect material interest. Related parties include any executive officers, directors, director nominees, beneficial owners of more than 5% of our voting securities, immediate family members of any of the foregoing persons, and any firm, corporation or other entity in which any of the foregoing persons is employed and in which such person has 10% or greater beneficial ownership interest.

However, in order to reduce or eliminate certain potential conflicts of interest, our charter contains a number of restrictions relating to (1) transactions we enter into with our Advisor and its affiliates, (2) certain future offerings, and (3) allocation of investment opportunities among affiliated entities. As a general rule, any related party transactions must be approved by a majority of the directors (including a majority of independent directors) not otherwise interested in the transaction. In determining whether to approve or authorize a particular related party transaction, these persons will consider whether the transaction between us and the related party is fair and reasonable to us.

Our Advisor and certain of its affiliates receive fees and compensation in connection with our public offerings of shares of our common stock and the acquisition, management, and sale of our assets.

Pursuant to a dealer manager agreement, we engaged Behringer Securities LP (“Behringer Securities”) to act as our dealer manager in connection with our public offerings of common stock. Our follow-on public offering terminated as to the primary portion on March 15, 2012 and we terminated the distribution reinvestment plan portion of the follow-on offering effective April 3, 2012.

Behringer Securities received commissions of up to 7% of gross offering proceeds in connection with our public offerings.  Behringer Securities reallowed 100% of selling commissions earned to participating broker-dealers.  In addition, we paid Behringer Securities a dealer manager fee of up to 2.5% of gross offering proceeds.  Pursuant to separately negotiated agreements, Behringer Securities could reallow a portion of its dealer manager fee in an aggregate amount up to 2% of gross offering proceeds to broker-dealers participating in our public offerings; provided, however, that Behringer Securities could reallow, in the aggregate, no more than 1.5% of gross offering proceeds for marketing fees and expenses, conference fees and non-itemized, non-invoiced due diligence efforts and no more than 0.5% of gross offering proceeds for out-of-pocket and bona fide, separately invoiced due diligence expenses incurred as fees, costs or other expenses from third parties.  Further, in special cases pursuant to separately negotiated agreements and subject to applicable limitations imposed by the Financial Industry Regulatory Authority, Behringer Securities could use a portion of its dealer manager fee to reimburse certain broker-dealers participating in our public offerings for technology costs and expenses associated with our public offerings and costs and expenses associated with the facilitation of the marketing and ownership of our shares by such broker-dealers’ customers.  No selling commissions, dealer manager fees or organization and offering expenses were paid for sales under the distribution reinvestment plan.  Our follow-on public offering terminated as to the primary portion on March 15, 2012 and we terminated the distribution reinvestment plan portion of the follow-on offering effective April 3, 2012.  For the year ended December 31, 2012, Behringer Securities earned selling commissions and dealer manager fees of $0.4 million and $0.2 million, respectively.  Behringer Securities did not earn selling commissions or dealer manager fees during the year ended December 31, 2013 as a result of the terminations. No selling commissions and dealer manager fees were paid in the three months ended March 31, 2013.

2014.

We reimbursed our Advisor or its affiliates for organization and offering expenses (other than selling commissions and the dealer manager fee) incurred on our behalf in connection with the primary offering component of our public offerings.  The total we were required to remit to our Advisor for organization and offering expenses (other than selling commissions and the dealer manager fee) was limited to 1.5% of the gross proceeds raised in the completed primary offering components of our public offerings as determined upon their completion.  Our Advisor or its affiliates determined the amount of organization and offering expenses owed based on specific invoice identification, as well as an allocation of costs to us and other Behringer Harvard programs, based on respective equity offering results of those entities in offering.

Our Advisor was required to reimburse us to the extent that the total amount spent on organization and offering expenses (other than selling commissions and the dealer manager fee) in our public offerings exceeded 1.5% of the gross proceeds raised in the primary component of our public offerings.  Based on the gross proceeds from our public offerings, we recorded a receivable from our Advisor for approximately $3.8 million of organization and offering expenses that were previously reimbursed to our Advisor.  The receivable of $3.8 million is presented net of other payables of $0.5 million to the Advisor on our consolidated balance sheet as of December 31, 2012. We received payment of $3.8 million from our Advisor for this receivable in March 2013.

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Prior to January 1, 2014, our Advisor or its affiliates will also receivereceived acquisition and advisory fees of 2.5% of the amount paid and/or budgeted in respect of the purchase, development, construction, or improvement of each asset we acquire,acquired, including any debt attributable to those assets.  Our Advisor and its affiliates will also receivereceived acquisition and advisory fees of 2.5% of the funds advanced in respect of a loan investment.  We incurred acquisition and advisory fees payable to our Advisor of $0.5 million and $0.9$2.3 million for the yearyears ended December 31, 2012 and 2013, respectfully.  We incurred no acquisition and advisory fees payable to our Advisor for the three months ended March 31, 2013, respectively.

2014.  Effective January 1, 2014, our Advisor or its affiliates will receive acquisition and advisory fees of 1.5% of the amount paid in respect of the purchase, development, construction, or improvement of each asset we acquire, including any debt attributable to those assets.  Our Advisor and its affiliates will receive acquisition and advisory fees of 1.5% of the funds advanced in respect of a loan investment.

Our Advisor or its affiliates also receive an acquisition expense reimbursement in the amount of 0.25% of (i) the funds paid for purchasing an asset, including any debt attributable to the asset, (ii) the funds for development, construction, or improvement in the case of assets that we acquire and intend to develop, construct, or improve, and (iii) the funds advanced in respect of a loan or other investment.  In addition, prior to January 1, 2014, to the extent our Advisor or its affiliates directly provideprovided services formerly provided or usually provided by third parties, including, without limitation, accounting services related to the preparation of audits required by the SEC, property condition reports, title services, title insurance, insurance brokerage or environmental services related to the preparation of environmental assessments in connection with a completed investment, the direct employee costs and burden to our Advisor of providing these services will bewas included as acquisition expenses for which we reimbursed our Advisor.  Effective January 1, 2014, such services will no longer be included as acquisition expenses for which we reimburse our Advisor. We also pay third parties, or reimburse our Advisor or its affiliates, for any investment-related expenses due to third parties in the case of a completed investment, including, but not limited to, legal fees and expenses, travel and communication expenses, costs of appraisals, accounting fees and expenses, third-party brokerage or finder’s fees, title insurance, premium expenses, and other closing costs.  In addition, acquisition expenses for which we will reimburse our Advisor, include any payments made to (i) a prospective seller of an asset, (ii) an agent of a prospective seller of an asset, or (iii) a party that has the right to control the sale of an asset intended for investment by us that are not refundable and that are not ultimately applied against the purchase price for such asset.  Except as described above with respect to services customarily or previously provided by third parties, our Advisor is responsible for paying all of the expenses it incurs associated with persons employed by our Advisor to the extent that they are dedicated to making investments for us, such as wages and benefits of the investment personnel.  Our Advisor and its affiliates are also responsible for paying all of the investment-related expenses that we or our Advisor or its affiliates incur that are due to third parties or related to the additional services provided by our Advisor as described above with respect to investments we do not make, other than certain non-refundable payments made in connection with any acquisition.  For the yearyears ended December 31, 2012 and the three months ended March 31, 2013, we incurred acquisition expense reimbursements of less than $0.1 million and $0.1$0.2 million, respectively.

We payrespectfully. For the three months ended March 31, 2014 we incurred no acquisition expense reimbursements.

Prior to January 1, 2014, we paid our Advisor or its affiliates a debt financing fee of 1% of the amount available under any loan or line of credit made available to us.  It iswas anticipated that our Advisor willwould pay some or all of these fees to third parties with whom it subcontractssubcontracted to coordinate financing for us.  We incurred debt financing fees of $0.3 million and $0.3$0.5 million for the yearyears ended December 31, 2012 and 2013, respectfully. We incurred no debt financing fees for the three months ended March 31, 2013, respectively.

2014. Effective January 1, 2014, we will pay our Advisor or its affiliates a debt financing fee of 0.5% of the amount available under any loan or line of credit made available to us and we will pay directly all third-party costs associated with obtaining financing.

We pay our Advisor or its affiliates a development fee in an amount that is usual and customary for comparable services rendered to similar projects in the geographic market of the project if such affiliate provides the development services and if a majority of our independent directors determines that such development fee is fair and reasonable and on terms and conditions not less favorable than those available from unaffiliated third parties.  We incurred no such fees for the yearyears ended December 31, 2012 or 2013 or the three months ended March 31, 2013.

We pay our property manager and affiliate of our Advisor, Behringer Harvard Opportunity II Management Services, LLC (“BHO II Management”), or its affiliates, fees for the management, leasing, and construction supervision of our properties.  PropertyPrior to January 1, 2014, property management fees arewere 4.5% of the gross revenues of the properties managed by BHO II Management or its affiliates, plus leasing commissions based upon the customary leasing commission applicable

to the same geographic location of the respective property. Effective January 1, 2014,  property management fees will be 4.0% of the gross revenues of the properties managed by BHO II Management or its affiliates, plus leasing commissions based upon the customary leasing commission applicable to the same geographic location of the respective property.   In the event that we contract directly with a third-party property manager in respect of a property, BHO II Management or its affiliates receives an oversight fee equal to 0.5% of the gross revenues of the property managed.  In no event will BHO II Management or its affiliates receive both a property management fee and an oversight fee with respect to any particular property.  In the event we own a property through a joint venture that does not pay BHO II Management directly for its services, we will pay BHO II Management a management fee or oversight fee, as applicable, based only on our economic interest in the property.  We incurred and expensed property management fees or oversight fees to BHO II Management of approximately $1.2 million and $0.3$0.9 million for the yearyears ended December 31, 2012 and 2013, respectfully. We incurred and expensed property management fees or oversight fees to BHO II Management of approximately $0.1 million for the three months ended March 31, 2013, respectively.

We pay2014.

Prior to January 1, 2014, we paid our Advisor or its affiliates a monthly asset management fee of one-twelfth of 1.0% of the sum of the higher of the cost or value of each asset.  For the yearyears ended December 31, 2012 and 2013, we expensed $3 million and $3.4 million of asset management fees, respectfully. For the three months ended March 31, 2013,2014, we expensed $3 million and $0.7$0.9 million of asset management fees.  Effective January 1, 2014 we will pay our Advisor or its affiliates a monthly asset management fee of one-twelfth of 0.7% of the value of each asset. In addition, the Advisor agreed to waive accrued but unpaid asset management fees respectively.

We reimburseof $257,354 for the period from August 2013 through December 2013.

Prior to January 1, 2014, we reimbursed our Advisor or its affiliates for all expenses paid or incurred by our Advisor in connection with the services provided to us, subject to the limitation that we willwould not reimburse our Advisor for any amount by which our operating expenses (including the asset management fee) at the end of the four preceding fiscal quarters exceedsexceeded the greater

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We are dependent on our Advisor and BHO II Management for certain services that are essential to us, including asset acquisition and disposition decisions, property management and leasing services, and other general administrative responsibilities.  In the event that these companies were unable to provide us with their respective services, we would be required to obtain such services from other sources.

On November 1, 2012, we, through a wholly-owned subsidiary of our operating partnership, entered into a lease agreement with Behringer Harvard Europe Real Estate GmbH, to lease approximately 380 rentable square meters at Holstenplatz.  The lease commenced on November 1, 2012 for a 14-month term with two options to extend the lease for an additional one-year terms.  The annualized rent is approximately $80,000.  Our management and board of directors determined that the lease was fair and reasonable to us.  In addition, Michael Cohen’s wife is trustee and beneficiary of several trusts that, in the aggregate, own a 15.3% interest in Behringer Harvard Holdings.

With the consent of affected stockholders, the SEC permits us to send a single copy of our Annual Report and this Proxy Statement to any household at which two or more stockholders reside if they appear to be members of the same family.  Each stockholder continues to receive a separate proxy card.  The procedure, referred to as householding, reduces the volume of duplicate information stockholders receive and reduces mailing and printing costs.  Only one copy of this Proxy Statement and the 20122013 Annual Report will be sent to certain stockholders who share a single address, unless any stockholder residing at that address has given contrary instructions.

We will promptly deliver, upon written or oral request, a separate copy of this Proxy Statement and our 20122013 Annual Report to a stockholder at a shared address to which a single copy of the documents was delivered.  If any stockholder residing at such an address desires at this time to receive a separate copy of this Proxy Statement and the 20122013 Annual Report or if any such stockholder wishes to receive a separate proxy statement and annual report in the future, the stockholder should contact the Shareholder Services Department by phone at 866.655.3650,(866) 655-3650, or by mail at Behringer Harvard Opportunity REIT II, Inc., Attn: Shareholder Services, 15601 Dallas Parkway, Suite 600, Addison, Texas 75001.  Likewise, if any stockholders residing at one household currently receive multiple copies of these documents and would like to receive one set in the future, please contact us.

The rules promulgated by the SEC require that any proposal by a stockholder for inclusion in the proxy materials for the 20142015 Annual Meeting of Stockholders must be received by us no later than March 12, 2014.2, 2015.  Under such rules, we are not required to include stockholder proposals in our proxy materials unless certain other conditions specified in the rules are met.  However, if we hold our 20142015 Annual Meeting before August 14, 201411, 2015 or after October 18, 2014,10, 2015, stockholders must submit proposals for inclusion in our 20142015 proxy statement within a reasonable time before we begin to print our proxy materials.