| DLA Piper LLP (US) |
4141 Parklake Avenue, Suite 300 | |
Raleigh, North Carolina 27612-2309 | |
www.dlapiper.com | |
| |
Laura Sirianni | |
laura.sirianni@dlapiper.com | |
T 919.786.2025 | |
F 919.786.2200 |
April 16, 2009
VIA COURIER AND EDGAR
Karen J. Garnett, Assistant Director
Division of Corporation Finance
Securities and Exchange Commission
100 F Street, N.E., Mail Stop 3010
Washington, D.C. 20549
Re: | Behringer Harvard Opportunity REIT II, Inc. |
| Post-Effective Amendment No. 7 to Form S-11 |
| Commission File No. 333-140887 |
Dear Ms. Garnett:
Attached is a courtesy copy of the above-referenced filing. Behringer Harvard Opportunity REIT II is filing this post-effective amendment to update information pursuant to Section 10(a)(3) of the Securities Act.
This post-effective amendment includes a re-write of Behringer Harvard Opportunity REIT II’s base prospectus and a quarterly supplement that presents, among other items, (i) summary information with respect to Behringer Harvard Opportunity REIT II’s portfolio (please note that no acquisitions have been made during the last three months); (ii) selected financial data for the year ended December 31, 2008; (iii) information with respect to distributions; and (iv) information with respect to fees earned by and expenses reimbursable to Behringer Harvard Opportunity REIT II’s advisor and dealer manager.
Please note that Behringer Harvard Opportunity REIT II is taking advantage of the revisions to Form S-11 that allow issuers that have filed an annual report for their most recently completed fiscal year and that are current in their Exchange Act reporting obligations to incorporate by reference previously filed Exchange Act reports. To that end, Behringer Harvard Opportunity REIT II has incorporated by reference, among other filings, its Annual Report on Form 10-K, the Form 8-K/A containing the financial statements related to its significant property acquisition and the Form 8-K filed on April 16, 2009 containing the year end 2008 prior performance tables and prior performance summary required by Industry Guide 5. For your reference, we are also attaching a copy of the April 16, 2009 Form 8-K with the prior performance tables.
If you should have any questions about this filing or require any further information, please call me at (919) 786-2025.
| Very truly yours, |
|
|
|
|
| /s/ Laura Sirianni |
| Laura Sirianni |