Exhibit 10.3


 


November 11, 2010


 


Behringer
Harvard Multifamily Advisors I, LLC


15601
Dallas Parkway, Suite 600


Addison,
Texas  75001


 


Re:          Deferral of
Certain Expense Reimbursements


 


Ladies
and Gentlemen:


 


Reference
is made to that certain Fourth Amended and Restated Advisory Management
Agreement, dated June 14, 2010 (the “Advisory Agreement”), by and
between Behringer Harvard Multifamily REIT I, Inc., a Maryland corporation
(the “Company”), and Behringer Harvard Multifamily Advisors I, LLC, a
Texas limited liability company (the “Advisor”).  Capitalized terms used herein but not defined
herein shall have the meanings set forth in the Advisory Agreement.


 


In
consideration of the mutual agreements and covenants contained herein, and for
other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the Company and the Advisor hereby agree as follows:


 


1.             Deferral of
Certain Expense Reimbursements.  As of the date of this letter agreement,
$2,654,294.01 is due and payable from the Company to the Advisor for
reimbursement of Organization and Offering Expenses under the Advisory
Agreement.  Notwithstanding anything to
the contrary contained in the Advisory Agreement, the Advisor, on behalf of
itself and its Affiliates, and its and their respective successors and assigns,
hereby defers the Company’s obligations to reimburse such Organization and
Offering Expenses and any other reimbursements of Organization and Offering
Expenses which would otherwise subsequently become due and payable under the
Advisor Agreement.  The Company and the
Advisor will consider in the first quarter of 2011, and no later than March 31,
2011, whether reimbursement of all or part of such Organization and Offering
Expenses should continue to be deferred. 
If no additional agreement between the Advisor and the Company is made,
the Advisor shall prepare a statement documenting the unreimbursed Organization
and Offering Expenses paid or incurred by the Advisor through March 31,
2011, the Advisor shall deliver the statement to the Company within 45 days
after March 31, 2011, and all such Organization and Offering Expenses
shall be reimbursed by the Company within 60 days of March 31, 2011.


 


2.             Ratification;
Effect on Advisory Agreement.


 


(a)           Ratification.  The Advisory Agreement, as amended by this
letter agreement, shall remain in full force and effect and is hereby ratified
and confirmed in all respects.


 

















 


(b)           Effect on the
Advisory Agreement.  On and
after the date hereof, each reference in the Advisory Agreement to “this
Agreement,” “herein,” “hereof,” “hereunder,” or words of similar import shall
mean and be a reference to the Advisory Agreement as amended hereby.


 


3.             Miscellaneous.


 


(a)           Governing Law;
Venue.  This letter agreement and the
legal relations between the parties hereto shall be construed and interpreted
in accordance with the internal laws of the State of Texas without giving
effect to its conflicts of law principles, and venue for any action brought
with respect to any claims arising out of this letter agreement shall be
brought exclusively in Dallas County, Texas.


 


(b)           Modification.  This letter agreement shall not be changed,
modified, or amended, in whole or in part, except by an instrument in writing
signed by both parties hereto, or their respective successors or assignees.


 


(c)           Headings.  The titles and headings of the sections and
subsections contained in this letter agreement are for convenience only, and
they neither form a part of this letter agreement nor are they to be used in
the construction or interpretation hereof.


 


(d)           Severability.  The provisions of this letter agreement are
independent of and severable from each other, and no provision shall be
affected or rendered invalid or unenforceable by virtue of the fact that for
any reason any other or others of them may be invalid or unenforceable in whole
or in part.


 


(e)           Counterparts.  This letter agreement may be executed in
multiple counterparts, each of which shall be deemed to be an original as
against any party whose signature appears thereon, and all of which shall
together constitute one and the same instrument.  This letter agreement shall become binding
when one or more counterparts hereof, individually or taken together, shall
bear the signatures of all of the parties reflected hereon as the
signatories.  This letter agreement, to
the extent signed and delivered by means of electronic mail or a facsimile
machine, shall be treated in all manner and respects as an original agreement
or instrument and shall be considered to have the same binding legal effect as
if it were an original signed version thereof delivered in person.  No party hereto shall raise the use of
electronic mail or a facsimile machine to deliver a signature or the fact that
any signature was transmitted or communicated through the use of electronic
mail or a facsimile machine as a defense to the formation or enforceability of
a contract and each party hereto forever waives any such defense.


 


[The remainder of this page intentionally blank]


 


2

















 


If
the foregoing meets with your approval, please indicate your acceptance of this
letter agreement by countersigning a copy of this letter agreement in the space
indicated below.


 


	
   

  	
  Very
  truly yours,

  
	
   

  	
   

  
	
   

  	
  BEHRINGER
  HARVARD MULTIFAMILY

  
	
   

  	
  REIT
  I, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Howard S. Garfield

  
	
   

  	
  Name:

  	
  Howard
  S. Garfield

  
	
   

  	
  Its:

  	
  Chief
  Financial Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
  Acknowledged
  and agreed, as of

  	
   

  
	
  the
  date first written above:

  	
   

  
	
   

  	
   

  
	
  BEHRINGER
  HARVARD MULTIFAMILY ADVISORS I, LLC

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/
  Gerald J. Reihsen, III

  	
   

  
	
  Name:

  	
  Gerald
  J. Reihsen, III

  	
   

  
	
  Its:

  	
  Executive
  Vice President