Tab10.1 Advisory Agmt Amendment


EXHIBIT 10.1


AMENDMENT NO. 4
TO THE
AMENDED AND RESTATED ADVISORY AGREEMENT


This Amendment No. 4 to the Amended and Restated Advisory Agreement (this “Amendment”) is made and entered into as of May 14, 2013, by and among Steadfast Income REIT, Inc., a Maryland corporation (the “Company”), Steadfast Income REIT Operating Partnership, L.P., a Delaware limited partnership (the “Operating Partnership”), and Steadfast Income Advisor, LLC, a Delaware limited liability company (the “Advisor”). The Company, the Operating Partnership and the Advisor are collectively referred to herein as the “Parties.” Capitalized terms used but not defined herein shall have the meaning set forth in the Advisory Agreement (as defined below).


W I T N E S S E T H


WHEREAS, the Parties previously entered into that certain Amended and Restated Advisory Agreement, dated and effective as of May 4, 2010 (as amended to date, the “Advisory Agreement”), which provided for, among other matters, the management of the Company’s and the Operating Partnership’s day-to-day activities by the Advisor; and


WHEREAS, the parties desire to amend the Advisory Agreement to revise the Deferral Period associated with the Deferred Fees.


NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants and agreements contained herein, the Parties, intending to be legally bound, hereby agree as follows:


ARTICLE I


AMENDMENT


In order to give effect to the Parties’ desire to amend the Deferral Period provided in the Advisory Agreement, the Advisory Agreement is hereby amended as follows:


Section 1.1    Amendment to Section 24.  The term “Deferral Period” as set forth in Section 24 of the Advisory Agreement is hereby amended to mean the period beginning on the Commencement Date and ending on the date that a registration statement for a follow-on Public Offering is declared effective by the SEC.  


ARTICLE II


MISCELLANEOUS 


Section 2.1    Continued Effect.   Except as specifically set forth herein, all other terms and conditions of the Advisory Agreement shall remain unmodified and in full force and effect, the same being confirmed and republished hereby.  In the event of any conflict between the terms of the Advisory Agreement and the terms of this Amendment, the terms of this Amendment shall control.











Section 2.2    Counterparts.  The Parties may sign any number of copies of this Amendment.  Each signed copy shall be an original, but all of them together represent the same agreement.  Delivery of an executed counterpart of a signature page of this Amendment or any document or instrument delivered in connection herewith by telecopy or other electronic method shall be effective as delivery of a manually executed counterpart of this Amendment or such other document or instrument, as applicable.  


Section 2.3    Governing Law.  This Amendment shall be governed by, and construed in accordance with, the internal laws of the State of Delaware.


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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first written above.


STEADFAST INCOME REIT, INC.


                    	
		
	By:
	/s/ Ella Shaw Neyland

	Name:
	Ella Shaw Neyland

	Title:
	President








STEADFAST INCOME REIT OPERATING PARTNERSHIP, L.P.


                                                               	
		
	By:
	STEADFAST INCOME REIT, INC.

	 
	its general partner






    	
		
	By:
	/s/ Ella Shaw Neyland

	Name:
	Ella Shaw Neyland

	Title:
	President








STEADFAST INCOME ADVISOR, LLC




	
		
	By:
	/s/ Ana Marie del Rio

	Name:
	Ana Marie del Rio

	Title:
	Secretary