**Exhibit 10.3**

** **

November 11, 2010

 

BehringerHarvard Multifamily Advisors I, LLC

15601Dallas Parkway, Suite 600

Addison,Texas  75001

 

Re:          Deferral ofCertain Expense Reimbursements

 

Ladiesand Gentlemen:

 

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

 

Inconsideration of the mutual agreements and covenants contained herein, and forother good and valuable consideration, the receipt and sufficiency of which ishereby acknowledged, the Company and the Advisor hereby agree as follows:

 

1.             Deferral ofCertain Expense Reimbursements.  As of the date of this letter agreement,$2,654,294.01 is due and payable from the Company to the Advisor forreimbursement of Organization and Offering Expenses under the AdvisoryAgreement.  Notwithstanding anything tothe contrary contained in the Advisory Agreement, the Advisor, on behalf ofitself and its Affiliates, and its and their respective successors and assigns,hereby defers the Company’s obligations to reimburse such Organization andOffering Expenses and any other reimbursements of Organization and OfferingExpenses which would otherwise subsequently become due and payable under theAdvisor Agreement.  The Company and theAdvisor 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 OfferingExpenses 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 Organizationand Offering Expenses paid or incurred by the Advisor through March 31,2011, the Advisor shall deliver the statement to the Company within 45 daysafter March 31, 2011, and all such Organization and Offering Expensesshall 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 thisletter agreement, shall remain in full force and effect and is hereby ratifiedand confirmed in all respects.

 

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

 

3.             Miscellaneous.

 

(a)           Governing Law;Venue.  This letter agreement and thelegal relations between the parties hereto shall be construed and interpretedin accordance with the internal laws of the State of Texas without givingeffect to its conflicts of law principles, and venue for any action broughtwith respect to any claims arising out of this letter agreement shall bebrought 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 writingsigned by both parties hereto, or their respective successors or assignees.

 

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

 

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

 

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

 

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Ifthe foregoing meets with your approval, please indicate your acceptance of thisletter agreement by countersigning a copy of this letter agreement in the spaceindicated 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        |   |

 

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