• There is no public trading market for the shares, and we cannot assure you that one will ever develop. Until the shares are publicly traded, you will have difficulty selling your shares, and even if you are able to sell your shares, you will likely have to sell them at a substantial discount.
  
  
• All of our properties are located in the Houston and San Antonio metropolitan areas. Because of the lack of geographic diversification of our portfolio, an economic downturn in the Houston and San Antonio metropolitan areas could adversely impact our operations and ability to pay dividends to our shareholders.
  
  
• We have not identified any investments that we will make with the proceeds of this offering. You will not have the opportunity to evaluate our investments prior to our making them. You must rely totally upon Hartman Management’s ability to select our investments.
  
  
•  The number of properties that we will acquire and the diversification of our investments will be reduced to the extent that we sell less than all of the 11,000,000 shares being offered. If we do not sell substantially more than the minimum offering of 200,000 shares, we may buy only one property with the proceeds of this offering and the value of your investment may fluctuate more widely with the performance of the specific investment. There is a greater risk that you will lose money in your investment if we cannot diversify our portfolio of investments by geographic location and property type.
  
  
• Our ability to achieve our investment objectives and to pay dividends depends on the performance of Hartman Management, our advisor, for the day-to-day management of our business and the selection of our real estate properties, mortgage loans and other investments.
  
  
• We will pay significant fees to Hartman Management and its affiliates, some of which are payable based upon factors other than the quality of services provided to us.
  
  
• We may incur substantial debt. Loans we obtain will be secured by some of our properties, which will put those properties at risk of forfeiture if we are unable to pay our debts and could hinder our ability to pay dividends to our shareholders in the event that income on such properties, or their value, falls.

• We may not remain qualified as a REIT for federal income tax purposes, which would subject us to the payment of tax on our income at corporate rates and reduce the amount of funds available for payment of dividends to our shareholders.
  
  
• We depend on tenants for our revenue and on anchor tenants to attract non-anchor tenants. We cannot predict what the occupancy level will be in a particular building or that any tenant will remain solvent. We also cannot predict the future value of our properties. Accordingly, we cannot guarantee that you will receive cash dividends or appreciation of your investment.
  
  
• To ensure that we continue to qualify as a REIT, our charter prohibits any shareholder from owning more than 9.8% of our outstanding common shares.
  

• You will not have preemptive rights as a shareholder, so any shares that we issue in the future may dilute your interest in our company. In addition, our charter permits our board of trustees to issue capital shares that may subordinate the rights of holders of our common shares.
  
  
• Approximately 35.1% of our gross leasable area is subject to leases that expire prior to December 31, 2006.
  
  
•  If we do not obtain listing of our common shares on the New York Stock Exchange, the American Stock Exchange, the Nasdaq National Market or another national exchange by the twelfth anniversary of the termination of the offering, our charter provides that we must liquidate our assets unless a majority of our board of trustees, including a majority of our independent trustees, shall approve otherwise.
  
  
• The vote of shareholders owning a majority of our shares will bind all of the shareholders as to certain matters such as the election of trustees and any amendment to our charter.
  
  
• Potential liability as the result of environmental matters could adversely affect our operations.
  
  
• Allen R. Hartman controls other entities that compete with us for his time as well as for tenants and acquisition opportunities. Accordingly, Mr. Hartman will face conflicts of interest resulting from his duties to these other entities.
  
  
• We have acquired a majority of our properties from entities owned, in whole or in part, by Allen R. Hartman.
  

• to maximize cash dividends paid to you;
  
  
• to obtain and preserve long-term capital appreciation in the value of our properties to be realized upon our ultimate sale of such properties; and
  
  
• to provide you with a return of your investment by listing the shares on the New York Stock Exchange, the American Stock Exchange, the Nasdaq National Market or another national exchange within twelve years of the termination of this offering or, if we do not obtain listing of the shares within twelve years of the termination of this offering, by making an orderly disposition of our properties and distributing the cash to you.
  

• Our board of trustees oversees our operations. We have six members on our board of trustees. Four of our trustees are independent of Hartman Management and have responsibility for reviewing its performance.
  
  
• We pay Hartman Management significant compensation for services it performs, the majority of which is not dependent on the quality of the service provided to us. We also reimburse Hartman Management for expenses it pays on our behalf.

•  Hartman Management will experience conflicts of interest in connection with the management of our business and properties, such as:

• identify and acquire investments that further our investment strategies;
  
  
• increase awareness of the Hartman name within the investment products market outside of the Houston and San Antonio, Texas metropolitan areas;
  
  
• establish and maintain our network of licensed securities brokers and other agents;
  
  
• attract, integrate, motivate and retain qualified personnel to manage our day-to-day operations;
  
  
• respond to competition for our targeted real estate properties and other investments as well as for potential investors in us; and
  
  
• continue to build and expand our operations structure to support our business.

• the amount of the cash available for distribution;
  
  
• our UPREIT’s financial condition;
  
  
• our UPREIT’s capital expenditure requirements; and
  
  
• our annual distribution requirements necessary to maintain our qualification as a REIT.

• risks that investments will fail to perform in accordance with expectations;
  
  
• risks that judgments with respect to the costs of necessary improvements will prove inaccurate; and
  
  
• general investment risks associated with any real estate investment.

• the risks of construction delays or cost overruns that may increase project costs and could make such project uneconomical;
  
  
• the risk that occupancy or rental rates at the completed project will not be sufficient to enable us to pay operating expenses or earn the targeted rate of return on our investment; and
  
  
• the risk of incurrence of redevelopment costs in connection with projects that are not completed.

• tenants will not renew such leases;
  
  
• we will not be able to re-lease the space subject to such leases; and
  
  
• the terms of any renewal or re-lease will not be as favorable as current leases.

• the possibility that our partners or co-investors might become insolvent or bankrupt;
  
  
• that such partners or co-investors might have economic or other business interests or goals that are inconsistent with our business interests or goals;
  
  
• the possibility that we may incur liabilities as the result of the action taken by our partner or co-investor; or
  
  
• that such partners or co-investors may be in a position to take action contrary to our instructions or requests or contrary to our policies or objectives, including our policy with respect to maintaining our qualification as a REIT.

• the possibility that our co-venturer, co-tenant or partner in an investment might become bankrupt;
  
  
• that such co-venturer, co-tenant or partner may at any time have economic or business interests or goals that are or that become inconsistent with our business interests or goals; or
  
  
• that such co-venturer, co-tenant or partner may be in a position to take action contrary to our instructions or requests or contrary to our policies or objectives.

• 897,117.19 OP Units, as adjusted to reflect the recapitalization, in consideration of Mr. Hartman’s general partner interest in the selling entities;
  
  
• the ability to limit his future exposure to general partner liability as a result of Mr. Hartman no longer serving as the general partner to certain of the selling entities; and
  
  
• the repayment of debt encumbering various of our properties that was personally guaranteed by Mr. Hartman.

• any person who beneficially owns ten percent or more of the voting power of the trust’s shares; or

• an affiliate or associate of the trust who, at any time within the two-year period prior to the date in question, was the beneficial owner of ten percent or more of the voting power of the then outstanding voting shares of the trust.

• eighty percent of the votes entitled to be cast by holders of outstanding voting shares of the trust; and
  
  
• two-thirds of the votes entitled to be cast by holders of voting shares of the trust other than shares held by the interested shareholder with whom or with whose affiliate the business combination is to be effected or held by an affiliate or associate of the interested shareholder.

• limitations on capital structure;

• restrictions on specified investments;

• prohibitions on transactions with affiliates; and

• compliance with reporting, record keeping, voting, proxy disclosure and other rules and regulations that would significantly change our operations.

• the election or removal of trustees;

• any amendment of our charter (including a change in our investment objectives), except that our board of trustees may amend our charter without shareholder approval, to increase or decrease the aggregate number of our shares, to increase or decrease the number of our shares of any class or series that we have the authority to issue, or to classify or reclassify any unissued shares by setting or changing the preferences, conversion or other rights, restrictions, limitations as to dividends, qualifications or terms and conditions of redemption of such shares, provided however, that any such amendment does not adversely affect the rights, preferences and privileges of the shareholders;

• our liquidation or dissolution;

• a reorganization as provided in our charter; and

• any merger, consolidation or sale or other disposition of substantially all of our assets.

• poor economic times may result in tenant defaults under our leases;

• job transfers and layoffs may increase vacancies;

• maintaining occupancy levels may require increased concessions or reduced rental rates; and

• increased insurance premiums, resulting in part from the increased risk of terrorism, may reduce funds available for payment of dividends or, to the extent we can pass such increases through to tenants, may lead to tenant defaults. Increased insurance premiums also may make it difficult to increase rents to tenants on turnover, which may adversely affect our ability to increase our returns.

• conditions in financial markets;

• over-building;

• a reduction in rental income as the result of the inability to maintain occupancy levels;

• adverse changes in applicable tax, real estate, environmental or zoning laws;

• changes in general economic conditions;

• a taking of any of our properties by eminent domain;

• adverse local conditions (such as changes in real estate zoning laws that may reduce the desirability of real estate in the area);

• acts of God, such as earthquakes or floods and other uninsured losses;

• changes in supply of or demand for similar or competing properties in an area;

• changes in interest rates and availability of permanent mortgage funds, which may render the sale of a property difficult or unattractive; and

• periods of high interest rates and tight money supply.

• the risk that a co-tenant may at any time have economic or business interests or goals which are or which become inconsistent with our business interests or goals;

• the risk that a co-tenant may be in a position to take action contrary to our instructions or requests or contrary to our policies or objectives; or

• the possibility that a co-tenant might become insolvent or bankrupt, which may be an event of default under mortgage loan financing documents or allow the bankruptcy court to reject the tenants in common agreement or management agreement entered into by the co-tenants owning interests in the property.

• we would not be allowed to deduct our distributions to shareholders when computing our taxable income;

• we would be subject to federal income tax (including any applicable alternative minimum tax) on our taxable income at regular corporate rates;

• we would be disqualified from being taxed as a REIT for the four taxable years following the year during which qualification was lost, unless entitled to relief under certain statutory provisions;

• our cash available for dividends would be reduced and we would have less cash to pay dividends to shareholders; and

• we may be required to borrow additional funds or sell some of our assets in order to pay corporate tax obligations we may incur as a result of our disqualification.

•  is subject to the “plan assets” rules under ERISA and the Internal Revenue Code;

• satisfies the fiduciary standards of care established under ERISA;

• is subject to the unrelated business taxation rules under Section 511 of the Internal Revenue Code; and

• constitutes a prohibited transaction under ERISA or the Internal Revenue Code. Those investors subject to ERISA should read the “ERISA Considerations” for further discussion of ERISA topics.

• your investment is consistent with your fiduciary obligations under ERISA and the Internal Revenue Code;

• your investment is made in accordance with the documents and instruments governing your plan or IRA, including your plan’s investment policy;

• your investment satisfies the prudence and diversification requirements of ERISA;

• your investment will not impair the liquidity of the plan or IRA;

•  your investment will not produce UBTI for the plan or IRA;

• you will be able to value the assets of the plan annually in accordance with ERISA requirements; and

• your investment will not constitute a prohibited transaction under Section 406 of ERISA or Section 4975 of the Internal Revenue Code.

• plans and objectives of management for future operations; and

• projections of revenue and other financial items.

• Selling commissions and the dealer manager fee, which consist of selling commissions of up to 7.0% of aggregate gross offering proceeds, which commissions may be waived or reduced under certain circumstances, and a dealer manager fee of up to 2.5% of aggregate gross offering proceeds, both of which are payable to D.H. Hill Securities. D.H. Hill Securities may pay commissions of up to 7.0% of the gross offering proceeds to other broker-dealers participating in the offering of our shares. With respect to shares sold by D.H. Hill Securities by registered representatives and principals of D.H. Hill Securities who are affiliates of our company, D.H. Hill Securities has agreed to waive the full amount of the selling commission otherwise payable to it by the purchaser of those shares, which will increase the money that we will use to buy real properties. D.H. Hill Securities may re-allow a portion of its dealer manager fee in an aggregate amount up to 1.5% of gross offering proceeds to broker-dealers participating in the offering to be paid as marketing fees, including bona fide conference fees incurred, and due diligence expense reimbursement. In no event shall the total underwriting compensation, including selling commissions, the dealer manager fee and underwriting expense reimbursements, exceed 9.5% of gross offering proceeds. See the “Plan of Distribution” section of this prospectus for a description of additional provisions relating to selling commissions and the dealer manager fee.

• Organization and offering expenses are defined generally as any and all costs and expenses incurred by us, our advisor or an affiliate of our advisor in connection with our formation, qualification and registration and the marketing and distribution of our shares, including, but not limited to, accounting and escrow fees, printing, advertising and marketing expenses, and other accountable offering expenses, other than selling commissions and the dealer manager fee. Hartman Management and its affiliates will be responsible for the payment of organization and offering expenses, other than selling commissions and the dealer manager fee, to the extent they exceed 2.5% of gross offering proceeds, without recourse against or reimbursement by us and, pursuant to our charter, the aggregate sum of such organization and offering expenses, selling commissions and the dealer manager fee, shall in no event exceed 15.0% of the gross offering proceeds.

• Acquisition fees, which are defined generally as fees and commissions paid by any party to any person in connection with identifying, reviewing, evaluating, investing in, and the purchase, development or construction of properties, or the making or investing in mortgage loans or other investments. We will pay Hartman Management, as our advisor, acquisition fees of 2.0% of the gross offering proceeds upon receipt of the offering proceeds rather than at the time a property is acquired. However, if either party terminates or fails to renew the advisory agreement, Hartman Management must return any acquisition fees not yet allocated to one of our investments. Acquisition fees do not include acquisitions expenses.

• we sold all the remaining 9,226,125 common shares offered by this prospectus to the public;

• we sold all the remaining 994,496 common shares offered pursuant to our dividend reinvestment plan; and

• we received additional net proceeds of $93,630,563 from this offering,

• the amount of the fees paid to Hartman Management in relation to the size, composition and performance of our investments;

• the success of Hartman Management in generating appropriate investment opportunities;

• rates charged to other REITs, especially REITs of similar structure, and to investors other than REITs by advisors performing the same or similar services;

• additional revenues realized by Hartman Management and its affiliates through their relationship with us, whether they are paid by us or they are paid by others with whom we do business;

• the quality and extent of service and advice furnished by Hartman Management and the performance of our investment portfolio; and

• the quality of our portfolio relative to the investments generated by Hartman Management or its affiliates for their own accounts.

• accelerate the vesting and/or exercisability of the non-assumed option; and/or

• unilaterally cancel such non-assumed option in exchange for:

• unilaterally cancel such non-assumed option after providing the holder of such option with (1) an opportunity to exercise such non-assumed option to the extent vested within a specified period prior to the date of the change of control, and (2) notice of such opportunity to exercise prior to the commencement of such specified period.

• the average closing sale price for the five consecutive trading days ending on such date, if the shares are traded on a national stock exchange;

• the average of the high bid and low asked prices on such date, if the shares are quoted on the Nasdaq Stock Market;

• the per share offering price of our common shares, if there is a current public offering and the shares are not traded or listed as provided above; or

• the fair market value as determined by our board of trustees.

• the act or omission of the director or officer was material to the matter giving rise to the proceeding and (i) was committed in bad faith or (ii) was the result of active and deliberate dishonesty,

• the director or officer actually received an improper personal benefit in money, property or services or

• in the case of any criminal proceeding, the director or officer had reasonable cause to believe that the act or omission was unlawful.

• the trustees, advisor or affiliates have determined, in good faith, that the course of conduct that caused the loss or liability was in our best interests;

• the trustees, advisor or affiliates were acting on our behalf or performing services for us;

• in the case of our non-independent trustees, advisor or affiliates, the liability or loss was not the result of negligence or misconduct by the party seeking indemnification;

• in the case of independent trustees, the liability or loss was not the result of gross negligence or willful misconduct by the party seeking indemnification; and

• the indemnification or agreement to hold harmless is recoverable only out of our net assets and not from the shareholders.

• there has been a successful adjudication on the merits of each count involving alleged securities law violations;

• such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction; or

• a court of competent jurisdiction approves a settlement of the claims against the indemnitee and finds that indemnification of the settlement and the related costs should be made, and the court considering the request for indemnification has been advised of the position of the Securities and Exchange Commission and of the published position of any state securities regulatory authority in which our securities were offered as to indemnification for violations of securities laws.

• the legal action relates to acts or omissions with respect to the performance of duties or services on behalf of us;

• our trustees, officers, employees, agents, advisor or affiliates provide us with written affirmation of their good faith belief that they have met the standard of conduct necessary for indemnification;

• the legal action is initiated by a third party who is not a shareholder or, if the legal action is initiated by a shareholder acting in his or her capacity as such, a court of competent jurisdiction specifically approves such advancement; and

• our trustees, officers, employees, agents, advisor or affiliates agree in writing to repay the advanced funds to us together with the applicable legal rate of interest thereon, in cases in which such trustees, officers, employees, agents, advisor or affiliates are found not to be entitled to indemnification.

• find, present and recommend to us real estate investment opportunities consistent with our investment policies and objectives;

• structure the terms and conditions of our real estate acquisitions, sales or joint ventures;

• acquire properties on our behalf in compliance with our investment objectives and policies;

• arrange for financing and refinancing for our properties;

• enter into leases and service contracts for our properties;

• oversee the property managers’ performance;

•  review and analyze the properties’ operating and capital budgets;

• generate an annual budget for us;

• review and analyze financial information for each property and the overall portfolio;

• formulate and oversee the implementation of strategies for the administration, promotion, management, operation, maintenance, improvement, financing and refinancing, marketing, leasing and disposition of properties;

• perform transfer agent functions; and

• engage our agents.

• perform the duties of a landlord under all leases insofar as such duties relate to operation, maintenance, and day-to-day management;

• cause the properties to be maintained in the same manner as similar properties in the area;

• coordinate the leasing of properties and negotiate and use its best efforts to secure executed leases from qualified tenants for available space in the properties;

• forward notices of violations or other notices from any governmental authority, board of fire underwriters or any insurance company;

• enter into or renew contracts for electricity, gas, steam, landscaping, fuel, oil, maintenance and other services as are customarily furnished or rendered;

• analyze and pay all bills received for services, work and supplies in connection with maintaining and operating the properties;

• collect all rent and other monies from tenants and any sums otherwise due with respect to the properties; and

• establish and maintain a separate checking account for funds relating to the properties.

• the size of the advisory fee in relation to the size, composition and profitability of our portfolio;

• the success of Hartman Management in generating opportunities that meet our investment objectives;

• the rates charged to other REITs, especially similarly structured REITs, and to investors other than REITs by advisors performing similar services;

• additional revenues realized by Hartman Management through their relationship with us;

• the quality and extent of service and advice furnished by Hartman Management;

• the performance of our investment portfolio, including income, conservation or appreciation of capital, frequency of problem investments and competence in dealing with distress situations; and

• the quality of our portfolio in relationship to the investments generated by Hartman Management for the account of other clients.

• the receipt of 897,117.19 OP Units, as adjusted to reflect the recapitalization, in consideration of Mr. Hartman’s general partner interest in the selling entities;

• the ability to limit his future exposure to general partner liability as a result of Mr. Hartman no longer serving as the general partner to certain of the entities; and

• the repayment of debt encumbering various of our properties which was personally guaranteed by Mr. Hartman.

• 897,117.19 OP Units, as adjusted to reflect the recapitalization, in consideration of Mr. Hartman’s general partner interest in the selling entities;

• the ability to limit his future exposure to general partner liability as a result of Mr. Hartman no longer serving as the general partner to certain of the selling entities; and

• the repayment of debt encumbering various of our properties which was personally guaranteed by Mr. Hartman.

• computation of fees and/or reimbursements under Hartman OP’s partnership agreement and the management agreement;

• termination of the management agreement;

• order and priority in which we pay the obligations of Hartman OP, including amounts guaranteed by or due to Mr. Hartman or his affiliates;

• order and priority in which we pay amounts owed to third parties as opposed to amounts owed to Hartman Management;

• timing, amount and manner in which we refinance any indebtedness; and

•  extent to which we repay or refinance the indebtedness which is recourse to Mr. Hartman prior to nonrecourse indebtedness and the terms of any such refinancing.

• the continuation, renewal or enforcement of our agreements with Hartman Management and its affiliates, including the advisory agreement and the dealer manager agreement;

• public offering of securities;

• property sales;

• property acquisitions;

• transactions with affiliates;

• compensation of our officers and trustees who are affiliated with our advisors;

• whether and when we seek to list our common shares on the New York Stock Exchange, the American Stock Exchange, the Nasdaq National Market or another national exchange; and

• whether and when we seek to sell the company or its assets.

• We will not purchase or lease properties in which Hartman Management, any of our trustees or any of their respective affiliates has an interest without a determination by a majority of the trustees, including a majority of the independent trustees, not otherwise interested in such transaction that such transaction is fair and reasonable to us and at a price to us no greater than the cost of the property to the seller or lessor unless there is substantial justification for any amount that exceeds such cost and such excess amount is determined to be reasonable. In no event will we acquire any such property at an amount in excess of its appraised value. We will not sell or lease properties to Hartman Management, any of our trustees or any of their respective affiliates unless a majority of the trustees, including a majority of the independent trustees, not otherwise interested in the transaction, determines the transaction is fair and reasonable to us.

• We will not make any loans to Hartman Management, any of our trustees or any of their respective affiliates, except that we may make or invest in mortgage loans involving Hartman Management, our trustees or their respective affiliates, provided that an appraisal of the underlying property is obtained from an independent appraiser and the transaction is approved as fair and reasonable to us and on terms no less favorable to us than those available from third parties. In addition, Hartman Management, any of our trustees and any of their respective affiliates will not make loans to us or to joint ventures in which we are a joint venture partner unless approved by a majority of the trustees, including a majority of the independent trustees, not otherwise interested in the transaction as fair, competitive and commercially reasonable, and no less favorable to us than comparable loans between unaffiliated parties.

• Hartman Management and its affiliates shall be entitled to reimbursement, at cost, for actual expenses incurred by them on behalf of us or joint ventures in which we are a joint venture partner, subject to the limitation that for any year in which we qualify as a REIT, Hartman Management must reimburse us for the amount, if any, by which our total operating expenses, including the asset management fee, paid during the previous fiscal year exceeds the greater of: (i) 2.0% of our average invested assets for that fiscal year, or (ii) 25.0% of our net income, before any additions to reserves for depreciation, bad debts or other similar non-cash reserves and before any gain from the sale of our assets, for that fiscal year.

• In the event that an investment opportunity becomes available that is suitable, under all of the factors considered by Hartman Management, for both us and one or more other entities affiliated with Hartman Management and its affiliates, and for which more than one of such entities has sufficient uninvested funds, then the entity that has had the longest period of time elapse since it was offered an investment opportunity will first be offered such investment opportunity. It shall be the duty of our board of trustees, including the independent trustees, to insure that this method is applied fairly to us. In determining whether or not an investment opportunity is suitable for more than one program, Hartman Management, subject to approval by our board of trustees, shall examine, among others, the following factors:

• If a subsequent development, such as a delay in the closing of a property or a delay in the construction of a property, causes any such investment, in the opinion of our board of trustees and Hartman Management, to be more appropriate for a program other than the program that committed to make the investment, Hartman Management may determine that another program affiliated with Hartman Management or its affiliates will make the investment. Our board of trustees has a duty to ensure that the method used by Hartman Management for the allocation of the acquisition of properties by two or more affiliated programs seeking to acquire similar types of properties is applied fairly to us.

• We will not accept goods or services from Hartman Management or its affiliates or enter into any other transaction with Hartman Management or its affiliates unless a majority of our trustees, including a majority of the independent trustees, not otherwise interested in the transaction approve such transaction as fair and reasonable to us and on terms and conditions not less favorable to us than those available from unaffiliated third parties.

• to maximize cash dividends paid to our shareholders;

• to continue to qualify as a REIT for federal income tax purposes;

• to obtain and preserve long-term capital appreciation in the value of our properties to be realized upon our ultimate sale of such properties; and

• to provide our shareholders with liquidity for their investment in us by listing our shares on the New York Stock Exchange, the American Stock Exchange, the Nasdaq National Market or another national exchange within twelve years after the completion of this offering.

• the location of the property;

• the property’s condition, suitability for the current or proposed use and any refurbishment needs;

• the property’s historical operation and any potential liabilities associated therewith;

• information learned from surveys, environmental reports, title reports and policies and similar materials;

• the property’s income-producing history and capacity;

• the property’s prospects for long-term appreciation;

• the potential liquidity of the property; and

• income tax considerations.

• plans and specifications;

• environmental reports;

• surveys;

• evidence of marketable title subject to such liens and encumbrances as are acceptable to Hartman Management;

• audited financial statements covering recent operations of properties having operating histories; and

• title and liability insurance policies.

• changes in general economic or local conditions;

• changes in supply of or demand for similar or competing properties in an area;

• changes in interest rates and availability of permanent mortgage funds that may render the sale of a property difficult or unattractive;

• changes in tax, real estate, environmental and zoning laws;

• periods of high interest rates and tight money supply that may make the sale of properties more difficult;

• tenant turnover; and

• general overbuilding or excess supply in the market area.

• a majority of our trustees, including a majority of the independent trustees, approve the transaction as being fair and reasonable to us and on substantially the same terms and conditions as those received by other joint venturers; and

• we will have a right of first refusal to buy if such co-venturer elects to sell its interest in the property held by the joint venture.

• the percentage of our assets that may be invested in any type of mortgage or in any single mortgage; or

• the types of properties subject to mortgages in which we may invest.

• the ratio of the amount of the investment to the value of the property by which it is secured;

• the property’s potential for capital appreciation;

• expected levels of rental and occupancy rates;

• current and projected cash flow of the property;

• potential for rental increases;

• the degree of liquidity of the investment;

• geographic location of the property;

• the condition and use of the property;

• the property’s income-producing capacity;

• the quality, experience and creditworthiness of the borrower;

• general economic conditions in the area where the property is located; and

• any other factors that the advisor believes are relevant.

• invest in commodities or commodity futures contracts, except for futures contracts when used solely for the purpose of hedging in connection with our ordinary business of investing in real estate assets and mortgages;

• invest in real estate contracts of sale, otherwise known as land sale contracts, unless the contract is in recordable form and is appropriately recorded in the chain of title;

• make or invest in mortgage loans unless an appraisal is obtained concerning the underlying property, except for those mortgage loans insured or guaranteed by a government or government agency. In cases where our independent trustees determine, and in all cases in which the transaction is with any of our trustees or Hartman Management and its affiliates, such appraisal shall be obtained from an independent appraiser. We will maintain such appraisal in our records for at least five years, and it will be available for inspection and duplication by our shareholders. We will also obtain a mortgagee’s or owner’s title insurance policy as to the priority of the mortgage;

• make or invest in mortgage loans that are subordinate to any mortgage or equity interest of any of our trustees, Hartman Management or its affiliates;

• make or invest in mortgage loans, including construction loans, on any one property if the aggregate amount of all mortgage loans on such property, including loans to us, would exceed an amount equal to 85.0% of the appraised value of such property as determined by appraisal unless substantial justification exists for exceeding such limit because of the presence of other underwriting criteria;

• borrow in excess of 55.0% of the aggregate value of all assets owned by us as of the date of any borrowing without approval from a majority of our independent trustees;

• make investments in unimproved property or indebtedness secured by a deed of trust or mortgage loans on unimproved property in excess of 10.0% of our total assets;

• issue equity securities on a deferred payment basis or other similar arrangement;

• issue debt securities in the absence of adequate cash flow to cover debt service;

• issue securities which are redeemable solely at the option of the holder (except for shares offered by shareholders to us pursuant to our share repurchase plan);

• grant warrants or options to purchase shares to officers or affiliated trustees or to Hartman Management or its affiliates except on the same terms as the options or warrants are sold to the general public and the amount of the options or warrants does not exceed an amount equal to 10.0% of the outstanding shares on the date of grant of the warrants and options; or

• make any investment that we believe would be inconsistent with our objectives of qualifying and remaining qualified as a REIT.

• invest in the securities of other issuers for the purpose of exercising control over such issuer (except as described above);

• underwrite securities of other issuers; or

• actively trade in loans or other investments.

• national tenants as any tenant that operates in at least four metropolitan areas located in more than one region (i.e., Northwest, Midwest, Southwest or Southeast);

• regional tenants as any tenant that operates in two or more metropolitan areas located within the same region; and

• local tenants as any tenant that operates stores only within the metropolitan Houston, Texas or San Antonio, Texas area.

• property management fees in an amount not to exceed the fees customarily charged in arm’s length transactions by others rendering similar services in the same geographic area for similar properties as determined by a survey of brokers and agents in such area. Generally, we expect these fees to be between approximately two and four percent (2.0%-4.0%) of gross revenues for the management of commercial office buildings  and approximately five percent (5.0%) of gross revenues for the management of retail and industrial properties. 

• the leasing of the properties, a separate fee for the leases of new tenants and renewals of leases with existing tenants in an amount not to exceed the fee customarily charged in arm’s length transactions by others rendering similar services in the same geographic area for similar properties as determined by a survey of brokers and agents in such area (with such fees, at present, being equal to 6% of the effective gross revenues from leases originated by Hartman Management and 4% of the effective gross revenues from expansions or renewals of existing leases, as under the prior agreement).

• except as otherwise specifically provided, all costs and expenses incurred by Hartman Management in fulfilling its duties for the account of and on behalf of us. Such costs and expenses shall include the wages and salaries and other employee-related expenses of all on-site and off-site employees of Hartman Management who are engaged in the operation, management, maintenance and leasing or access control of our properties, including taxes, insurance and benefits relating to such employees, and legal, travel and other out-of-pocket expenses that are directly related to the management of specific properties.

• a management fee of 5% of our effective gross revenues to manage our properties;

• a leasing fee of 6% of the effective gross revenues from leases originated by Hartman Management and a fee of 4% of the effective gross revenues from expansions or renewals of existing leases;

• an administrative fee of 1% of our effective gross revenues for day-to-day supervisory and general administration services; and

• the reimbursement of all reasonable and necessary expenses incurred or funds advanced in connection with the management and operation of our properties, including expenses and costs relating to maintenance and construction personnel incurred on behalf of our properties; provided, however, that we will not reimburse Hartman Management for its overhead, including salaries and expenses of centralized employees other than salaries of certain maintenance and construction personnel.

• security payments and deposits (unless and until such deposits have been applied to the payment of current or past due rent); and

• payments received from tenants in reimbursement of the expense of repairing damage caused by tenants.

• acquire additional material assets;

• merge or consolidate with any other entity;

• engage in any other business or activity other than the ownership, operation and maintenance of the properties securing the note;

• make certain investments;

• incur, assume or guarantee additional indebtedness;

• grant certain liens; and

• loan money to others.

• declare or pay any distribution during the continuance of a default or event of default;

• acquire, consolidate with or merge into any other entity;

• permit a material change in the management group;

• engage in any other business or activity other than the ownership, operation and maintenance of the properties securing the note;

• change the general character of its business;

• materially change accounting practices, methods or standards;

• sell, lease, transfer, convey or otherwise dispose of a material part of its assets other than in the ordinary course of business;

• form any new subsidiary or acquire all of the assets of a third party;

• permit its net worth to be less than $70,000,000;

• permit the combined occupancy of the properties securing the loan to be less than 86%;

• make certain investments;

• incur, assume, guarantee or alter the terms of certain additional indebtedness;

• grant certain liens; and

• loan money to others.

• The Company will provide a negative pledge on the borrowing base pool and may not provide a negative pledge of the borrowing base pool to any other lender.

• The properties must be free of all liens, unless otherwise permitted.

• All eligible properties must be retail, office/warehouse, or office properties, must be free and clear of material environmental concerns and must be in good repair.

• The aggregate physical occupancy of the borrowing base pool must remain above 80% at all times.

• No property may comprise more than 15% of the value of the borrowing base pool with the exception of Corporate Park Northwest, which is allowed into the borrowing base pool.

• The borrowing base pool must at all times be comprised of at least 10 properties.

• The borrowing base pool properties may not contain development or redevelopment projects.

• The Company will not permit any liens on the properties in the borrowing base pool unless otherwise permitted.

• The ratio of aggregate net operating income from the borrowing base pool to debt service shall at all time exceed 1.5 to 1.0. For any quarter, debt service shall be equal to the average loan balance for the past quarter times an interest rate which is the greater of a) the then current annual yield on 10 year United States Treasury notes over 25 years plus 2%, b) a 6.5% constant, or c) the actual interest rate for the facility.

• The ratio of the value of the borrowing base pool to total funded loan balance must always exceed 1.67 to 1.00. The value of the borrowing base pool is defined as aggregate net operating income for the preceding four quarters, less a $.15 per square foot per annum capital expenditure reserve, divided by a 9.25% capitalization rate.

• The ratio of consolidated rolling four-quarter earnings before interest, income tax, deprecation and amortization expenses for such quarter to total interest expense, including capitalized interest, shall not be less than 2.0 to 1.0.

• The ratio of consolidated earnings before interest, income tax, deprecation and amortization expenses for such quarter to total interest expense, including capitalized interest, principal amortization, capital expenditures and preferred stock dividends shall not be less than 1.5 to 1.0. Capital expenditures shall be deemed to be $.15 per square foot per annum.

• The ratio of secured debt to fair market value of real estate assets shall not be greater than 40%.

• The ratio of declared dividends to funds from operations shall not be greater than 95%.

• The ratio of development assets to fair market value of real estate assets shall not be greater than 20%.

• The Company must maintain its status as a real estate investment trust for income tax purposes.

• Total other investments shall not exceed 30% of total asset value. Other investments shall include investments in joint ventures, unimproved land, marketable securities and mortgage notes receivable. Additionally,  the preceding investment categories shall not comprise greater than 30%, 15%, 10% and 20%, respectively, of total other investments.

• Within six months of closing, the Company must hedge all variable rate debt above $40 million until the point in which the ratio of variable rate debt to fixed rate debt is 50% of total debt. Thereafter, the Company must maintain such hedges during any period in which variable rate debt exceeds 50% of total debt.

• a retail center with two buildings totaling approximately 75,000 rentable square feet;

• an office/warehouse complex containing four buildings totaling approximately 66,000 rentable square feet;

• an office/warehouse complex containing two buildings totaling approximately 21,000 rentable square feet;

• a six-story office building with approximately 88,000 rentable square feet;

• an office complex containing seven two- and three-story buildings totaling approximately 208,000 rentable square feet;

• a retail center with two buildings totaling approximately 70,000 square feet; and

• a ten-story office building with approximately 183,000 square feet.

• a retail center in San Antonio, Texas with five buildings totaling approximately 246,000 rentable square feet;

• a nine-story office building in Houston, Texas totaling approximately 156,000 rentable square feet;

• a two-building office complex in Houston, Texas containing three-story buildings totaling approximately 225,000 rentable square feet; and

• An office building in Dallas, Texas containing 198,374 rentable square feet.

• current provisions of the Internal Revenue Code;

• existing, temporary and currently proposed Treasury Regulations promulgated under the Internal Revenue Code;

• the legislative history of the Internal Revenue Code;

• currently published administrative rulings; and

• judicial interpretations of the foregoing.

• We will be taxed at regular corporate rates on our undistributed REIT taxable income, including undistributed net capital gains.

• Under some circumstances, we will be subject to alternative minimum tax.
  
  
• If we have net income from the sale or other disposition of “foreclosure property” that is held primarily for sale to customers in the ordinary course of business or other non-qualifying income from foreclosure property, we will be subject to tax at the highest corporate rate on that income to the extent it does not constitute qualifying income for purposes of the 75% Income Test (discussed below).
  
  
• If we have net income from prohibited transactions (which are, in general, sales or other dispositions of property other than foreclosure property that is held primarily for sale to customers in the ordinary course of business), we will be subject to a 100.0% tax on such income.
  
  
• If we fail to satisfy either of the 75.0% or 95.0% Income Tests (discussed below) but have nonetheless maintained our qualification as a REIT because applicable conditions have been met, we will be subject to a 100.0% tax on the net income attributable to the greater of (i) the amount by which we fail the 75% Income Test or (ii) the amount by which 90% of our gross income exceeds the amount of income qualifying for the 95% Income Test, multiplied by a fraction calculated to reflect our profitability.
  
  
• If we fail to distribute during each year an amount equal to at least the sum of (i) 85.0% of our REIT ordinary income for such year, (ii) 95.0% of our REIT capital gain net income for such year and (iii) any undistributed taxable income from prior periods, we will be subject to a 4.0% excise tax on the excess of the required distribution over the sum of (A) amounts actually distributed and (B) retained amounts on which income tax is paid at the corporate level.
  
  
• If we acquire any asset from a C corporation (i.e., a corporation generally subject to full corporate-level tax) in a carryover-basis transaction and we subsequently recognize gain on the disposition of such asset during the ten-year period beginning on the date on which we acquired the asset, then we generally will be subject to tax at the highest regular corporate rate on the lesser of the amount of gain that we recognize at the time of the sale or disposition and the amount of gain that we would have recognized if we had sold the asset at the time we acquired the asset, pursuant to guidelines issued by the Internal Revenue Service.

• be a domestic corporation;

• elect to be taxed as a REIT and satisfy relevant filing and other administrative requirements;

• be managed by one or more trustees or directors;

• have transferable shares;

• not be a financial institution or an insurance company;

• use a calendar year for federal income tax purposes;

• have at least 100 shareholders for at least 335 days of each taxable year of twelve months; and

• not be closely held.

• We must derive directly or indirectly at least 75.0% of our gross income, excluding gross income from prohibited transactions, for each taxable year from investments relating to real property or mortgages on real property. Gross income includes “rents from real property” and, in some circumstances, interest, but excludes gross income from dispositions of property held primarily for sale to customers in the ordinary course of a trade or business. Such dispositions are referred to as “prohibited transactions.” This is known as the 75.0% Income Test.

• We must derive at least 95.0% of our gross income, excluding gross income from prohibited transactions, for each taxable year from the real property investments described above, and from dividends, interest and gains from the sale or disposition of stock or securities or from any combination of the foregoing. This is known as the 95.0% Income Test.

• The amount of rent received from a tenant generally must not be based in whole or in part on the income or profits of any person; however, an amount received or accrued generally will not be excluded from the  term “rents from real property” solely by reason of being based on a fixed percentage or percentages of gross receipts or sales.

• Rents received from a tenant will not qualify as “rents from real property” if we own 10.0% or more of (i) the total combined voting power of all classes of voting stock of a corporation, (ii) the total value of shares of all classes of stock of a corporation or (iii) the total assets or net profits in any entity that is not a corporation of the tenant or a subtenant of the tenant (in which case only rent attributable to the subtenant is disqualified).

• If rent attributable to personal property leased in connection with a lease of real property is greater than 15.0% of the total rent received under the lease, then the portion of rent attributable to the personal property will not qualify as “rents from real property.”

• The REIT must not operate or manage the property or furnish or render services to tenants, other than through an “independent contractor” who is adequately compensated and from whom the REIT does not derive any income. However, a REIT may provide services with respect to its properties, and the income derived therefrom will qualify as “rents from real property,” if the services are “usually or customarily rendered” in connection with the rental of space only and are not otherwise considered “rendered to the occupant.” Even if the services with respect to a property are impermissible tenant services, the income derived therefrom will qualify as “rents from real property” if such income does not exceed 1.0% of all amounts received or accrued with respect to that property.

• our failure to meet these tests was due to reasonable cause and not due to willful neglect;

• we attach a schedule of our income sources to our federal income tax return; and

• any incorrect information on the schedule is not due to fraud with intent to evade tax.

• First, at least 75.0% of the value of our total assets must be represented by real estate assets, cash, cash items and government securities. The term “real estate assets” includes real property, mortgages on real property, shares in other qualified REITs and a proportionate share of any real estate assets owned by a partnership in which we are a partner or of any qualified REIT subsidiary of ours.

• Second, no more than 25.0% of our total assets may be represented by securities other than those in the 75.0% asset class.

• Third, of the investments included in the 25.0% asset class, the value of any one issuer’s securities that we own may not exceed 5.0% of the value of our total assets. Additionally, we may not own more than 10.0% of any one issuer’s outstanding voting securities.

• 85.0% of our ordinary income for that year;

• 95.0% of our capital gain net income other than the capital gain net income that we elect to retain and pay tax on for that year; and

• any undistributed taxable income from prior periods,

•  we would be required to pay the tax on these gains;

• our shareholders, while required to include their proportionate share of the undistributed long-term capital gains in income, would receive a credit or refund for their share of the tax paid by us; and

• the basis of a shareholder’s shares would be increased by the amount of our undistributed long-term capital gains, minus the amount of capital gains tax we pay, included in the shareholder’s long-term capital gains.

•  is a citizen or resident of the United States;

• is a corporation, partnership or other entity created or organized in or under the laws of the United States or of any political subdivision thereof;    

• is an estate or trust, the income of which is subject to United States federal income taxation regardless of its source; or

• a trust, if a United States court is able to exercise primary supervision over the administration of the trust and one or more United States persons have the authority to control all substantial decisions of the trust.

• fails to furnish his or her taxpayer identification number, which, for an individual, would be his or her Social Security Number;

• furnishes an incorrect tax identification number;

• is notified by the Internal Revenue Service that he or she has failed properly to report payments of interest and distributions or is otherwise subject to backup withholding; or

• under some circumstances, fails to certify, under penalties of perjury, that he or she has furnished a correct tax identification number and that (a) he or she has not been notified by the Internal Revenue Service that he or she is subject to backup withholding for failure to report interest and distribution payments or (b) he or she has been notified by the Internal Revenue Service that he or she is no longer subject to backup withholding.

• 35.0% of designated capital gain distributions or, if greater, 35.0% of the amount of any distributions that could be designated as capital gain distributions; and

• 30.0% of ordinary income distributions (i.e., distributions paid out of our earnings and profits).

• whether the investment is in accordance with the documents and instruments governing such Plan or IRA;

• whether the investment satisfies the prudence and diversification and other fiduciary requirements of ERISA, if applicable;

• whether the investment will result in UBTI to the Plan or IRA, see “Federal Income Tax Considerations - Treatment of Tax-Exempt Shareholders”;

• whether there is sufficient liquidity for the Plan or IRA, considering the minimum distribution requirements under the Internal Revenue Code and the liquidity needs of such Plan or IRA, after taking this investment into account;

• the need to value the assets of the Plan or IRA annually; and

• whether the investment would constitute or give rise to a prohibited transaction under ERISA and/or the Internal Revenue Code, if applicable.

• the estimated value per share would actually be realized by our shareholders upon liquidation, because these estimates do not necessarily indicate the price at which properties can be sold;

• our shareholders would be able to realize estimated net asset values if they were to attempt to sell their shares, because no public market for our shares exists or is likely to develop; or

• that the value, or method used to establish value, would comply with ERISA or Internal Revenue Code requirements described above.

• in securities issued by an investment company registered under the Investment Company Act;

• in “publicly offered securities,” defined generally as interests that are “freely transferable,”“widely held” and registered with the Securities and Exchange Commission;

• in which equity participation by “benefit plan investors” is not significant; or

• in an “operating company,” which includes “venture capital operating companies” and “real estate operating companies.”

• the removal of trustees;

• any amendment of our Declaration of Trust, except that our board of trustees may amend our Declaration of Trust without shareholder approval to increase or decrease the aggregate number of our shares or the number of our shares of any class or series that we have the authority to issue, to classify or reclassify any unissued shares or to qualify as a REIT under the Internal Revenue Code or the Maryland REIT Law, provided however, that such amendment does not adversely affect the rights, preferences and privileges of the holders of our issued and outstanding shares;

• any merger, consolidation or sale or other disposition of substantially all of our property (which also requires the approval of our board of trustees); and

• our termination (which also may be approved by action of our board of trustees).

•  If one or more tenants defaults or terminates its lease, there could be a decrease or cessation of rental payments, which would mean less cash available for dividends.

• Any failure by a borrower under our mortgage loans to repay the loans or interest on the loans will reduce our income and dividends to shareholders.

• Cash available for dividends may be reduced if we are required to spend money to correct defects or to make improvements to properties.

• Cash available to pay dividends may decrease if the assets we acquire have lower yields than expected.

• There may be a delay between the sale of the common shares and our purchase of real properties. During that time, we may invest in lower yielding short-term instruments, which could result in a lower yield on your investment.

• Federal income tax laws require REITs to distribute at least 90.0% of their taxable income to shareholders. This limits the earnings that we may retain for corporate growth, such as property acquisition, development or expansion and makes us more dependent upon additional debt or equity financing than corporations that are not REITs. If we borrow more funds in the future, more of our operating cash will be needed to make debt payments and cash available for dividends may therefore decrease.

• In connection with future property acquisitions, we may issue additional shares of common shares, operating partnership units or interests in other entities that own our properties. We cannot predict the number of shares of common shares, units or interests which we may issue, or the effect that these additional shares might have on cash available for dividends to you. If we issue additional shares, they could reduce the cash available for dividends to you.

• We pay dividends to our shareholders to comply with the distribution requirements of the Internal Revenue Code and to eliminate, or at least minimize, exposure to federal income taxes and the nondeductible REIT excise tax. Differences in timing between the receipt of income and the payment of expenses, and the effect of required debt payments, could require us to borrow funds on a short-term basis to meet the distribution requirements that are necessary to achieve the tax benefits associated with qualifying as a REIT.

• our operating and interest expenses;

• the ability of tenants to meet their obligations under the leases associated with our properties;

• our ability to keep our properties occupied;

• our ability to maintain or increase rental rates when renewing or replacing current leases;

• unanticipated capital expenditures; and

• our effectiveness in using the proceeds received from the offering contemplated by this prospectus.

• a transaction involving our securities that have been for at least twelve months listed on the New York Stock Exchange, the American Stock Exchange, the Nasdaq National Market or another national exchange; or

• a transaction involving our conversion to trust, or association form if, as a consequence of the transaction, there will be no significant adverse change in shareholder voting rights, the term of our existence, compensation to our advisor or our investment objectives.

• accepting the securities of the Roll-up Entity offered in the proposed Roll-up Transaction; or

• one of the following:

• that would result in the shareholders having voting rights in a Roll-up Entity that are less than those provided in our bylaws and described elsewhere in this prospectus, including rights with respect to the election and removal of trustees, annual reports, annual and special meetings, amendment of our Declaration of Trust, and our termination;

• that includes provisions that would materially impede or frustrate the accumulation of shares by any purchaser of the securities of the Roll-up Entity, except to the minimum extent necessary to preserve the tax status of the Roll-up Entity, or which would limit the ability of an investor to exercise the voting rights of its securities of the Roll-up Entity on the basis of the number of shares held by that investor;

• in which our investor’s rights to access of records of the Roll-up Entity will be less than those provided in the section of this prospectus entitled “— Meetings and Special Voting Requirements” above; or

• in which any of the costs of the Roll-up Transaction would be borne by us if the Roll-up Transaction is not approved by the shareholders.

• any person who beneficially owns ten percent or more of the voting power of the trust’s shares; or

• an affiliate or associate of the trust who, at any time within the two-year period prior to the date in question, was the beneficial owner of ten percent or more of the voting power of the then outstanding voting shares of the trust.

• 80% of the votes entitled to be cast by holders of outstanding voting shares of the trust; and

• two-thirds of the votes entitled to be cast by holders of voting shares of the trust other than shares held by the interested shareholder with whom or with whose affiliate the business combination is to be effected or held by an affiliate or associate of the interested shareholder.

• one-tenth or more but less than one-third,

• one-third or more but less than a majority, or

• a majority or more of all voting power.

• a classified board,

• two-thirds vote requirement for removing a trustee,

• a requirement that the number of trustees be fixed only by vote of the trustees,

• a requirement that a vacancy on the board be filled only by the remaining trustees and for the remainder of the full term of the trusteeship in which the vacancy occurred, and

• a majority requirement for the calling of a special meeting of shareholders.

• each dividend reinvested for your account during the quarter;

• the date of the reinvestment;

• the number and price of the shares purchased by you; and

• the total number of shares in your account.

• acquire, purchase, own, operate, lease and dispose of any real property and any other property;

• construct buildings and make other improvements on owned or leased properties;

• authorize, issue, sell, redeem or otherwise purchase any debt or other securities;

• borrow money;

• make or revoke any tax election;

• maintain insurance coverage in amounts and types as we determine is necessary;

• retain employees or other service providers;

• form or acquire interests in joint ventures; and

• merge, consolidate or combine Hartman OP with another entity.

• all expenses relating to our formation and continuity of existence;

• all expenses relating to the public offering and registration of our securities;

• all expenses associated with the preparation and filing of our periodic reports under federal, state or local laws or regulations;

• all expenses associated with our compliance with applicable laws, rules and regulations; and

• all of our other operating or administrative costs incurred in the ordinary course of business.

• result in our shares being owned by fewer than 100 persons;

• result in us being “closely held” within the meaning of Section 856(h) of the Internal Revenue Code;

• cause us to own 10% or more of the ownership interests in a tenant within the meaning of Section 856(d)(2)(B) of the Internal Revenue Code;

• result in such limited partner or any other person owning, directly or constructively under Section 856(d)(5) of the Internal Revenue Code, in excess of 9.8% of the total issued and outstanding shares in the company;

• cause more than 50% of the value of the company’s shares to be held by five or fewer individuals and certain organizations under Section 856(h) and 542(a)(2) of the Internal Revenue Code;

• cause the acquisition of shares in the company to be “integrated” with any other distribution of interests in the company for purposes of complying with the registration provisions of the Securities Act;

• cause us to be terminated as a partnership under Section 708 of the Internal Revenue Code

• to enlarge the obligation of any partner to make contributions to the capital of Hartman OP;

• to modify the allocation of profits or losses or distributions among partners except as may be otherwise permitted under the limited partnership agreement; or

• to amend the transferability provisions contained in the limited partnership agreement, the amendment provisions contained in the limited partnership agreement, the provision regarding the limitations on the power and authority of the general partner and the name of Hartman OP.

• 50,000 shares at $10.00 per share (total: $500,000) and a 7.0% commission (based on $10.00 per share);

• 50,000 shares at $9.80 per share (total: $490,000) and a 5.0% commission (based on $10.00 per share); and

• 26,020 shares at $9.60 per share (total: $249,792) and a 3.0% commission (based on $10.00 per share).

• meets the minimum income and net worth standards set forth under “Suitability Standards” immediately following the cover page of this prospectus;

• can reasonably benefit from an investment in our shares based on the prospective shareholder’s overall investment objectives and portfolio structure;

• is able to bear the economic risk of the investment based on the prospective shareholder’s overall financial situation; and

• has apparent understanding of:
  
  the fundamental risks of the investment;
  
  the risk that the shareholder may lose the entire investment;
  
  the lack of liquidity of the shares;
  
  the restrictions on transferability of the shares;
  
  the background and qualifications of Hartman Management and its affiliates; and
  
  the tax consequences of the investment.