Exhibit 10.16

ASSIGNMENT AND ASSUMPTION OF

AGREEMENT OF SALE AND PURCHASE AND JOINT ESCROW INSTRUCTIONS

THIS ASSIGNMENT is made and entered into as of this 5th day of August, 2009, by and between BEHRINGER HARVARD MULTIFAMILY OP I LP, a Delaware limited partnership any (hereinafter referred to as “ Assignor ”), and BEHRINGER HARVARD WATERFORD PLACE REIT, LLC, a Delaware limited liability company (hereinafter referred to as “ Assignee ”).

W I T N E S S E T H :

WHEREAS , Waterford Place Apartments, LLC, a California limited liability company (“Seller”) and Assignor, as Buyer, entered into that Agreement of Sale and Purchase And Joint Escrow Instructions dated May 29, 2009 and revived and amended by that certain Revivor and First Amendment to Agreement of Sale and Purchase And Joint Escrow Instructions dated July 2, 2009 and Second Amendment to Agreement of Sale and Purchase and Joint Escrow Instructions dated July 13, 2009 (collectively, “the Purchase Agreement”) whereby Seller agreed to sell to Assignor and Assignor agreed to purchase from Seller the Property, as defined therein.  Unless otherwise expressly defined herein, all initially-capitalized terms used herein shall have the meanings ascribed to them in the Purchase Agreement; and

WHEREAS , as permitted by t