ex1015.htm


    
      BLUEROCK
ENHANCED MULTIFAMILY TRUST, INC.

       

      WHISTLEBLOWER
POLICY

       

      EXHIBIT
10.15

       

      Adopted
as of January 14, 2009

       

      Biuerock
Enhanced Multifamily Trust, Inc., a Maryland corporation (the “Company’’), has
adopted this policy to encourage employees of the Company, the advisor to the
Company, and any other entity affiliated with the Company that enters into
contractual relationships with the Company (collectively, “Biuerock Affiliates”)
to report to responsible persons possible (i) violations of law, including the
applicable securities laws, (ii) accounting irregularities, and (iii) other
suspected wrongdoing, including their own, which in any way may affect the
Company or the properties owned by the Company. The goal of this policy is to
discourage illegal activity and business conduct that damages the Company's good
name, business interests and its relationships with employees, stockholders,
broker-dealers, real estate professionals, suppliers, tenants and the community
at large. While the Company does not encourage frivolous complaints, it does
want any officer, employee or agent of any Biuerock Affiliates (each an “Affected Person”) who
knows of a Harmful Violation (defined below) or potentially what is reasonably
believed to be a Harmful Violation to contact a representative of a Biuerock
Affiliate or the Company through one of the methods contained in Section 7. A
“Harmful
Violation” includes the following:

      
        	 
      	 
      	 
      
	 
      	
                1.

              	
                violations
      of law which in any way may affect the Company or the properties owned by
      the Company, including any rule of the Securities and Exchange Commission,
      federal laws related to fraud against the stockholders of the Company, and
      the laws and regulations of any jurisdiction in which the Company
      operates;

              
	 
      	 
      	 
      
	 
      	
                2.

              	
                violations
      of the Bluerock Affiliates' policies and statutory or other requirements
      for good corporate governance involving the Company;

              
	 
      	 
      	 
      
	 
      	
                3.

              	
                improper
      accounting entries, violations of internal accounting controls or improper
      auditing matters (including, but not limited to, knowingly providing any
      false or misleading representation to an auditor) which in any way may
      affect the Company or the properties owned by the
  Company;

              
	 
      	 
      	 
      
	 
      	
                4.

              	
                any
      other matter which, in the good faith belief of any Affected Person, could
      cause harm to the business or public reputation of the
      Company;

              
	 
      	 
      	 
      
	 
      	
                5.

              	
                any
      attempt to conceal a potential Harmful Violation or to conceal evidence of
      a potential Harmful Violation; or

              
	 
      	 
      	 
      
	 
      	
                6.

              	
                

                  any
      Retaliation (defined below) for any report, complaint, allegation or other
      disclosure made pursuant to this policy (a “Disclosure”).

                

              


      

       

      


      
        	 
      	 
      
	
                1.

              	
                General
      Policy.

              


      

       

      The
Company notes that the Sarbanes-Oxley Act of 2002 provides certain legal
protections to employees who provide information in investigations - including
internal investigations - into certain types of violations of the securities
laws and regulations, or who file proceedings relating

       

    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


     

    to
similar violations. Under these laws, the Company, the Bluerock Affiliates and
their officers, employees and agents are prohibited from discharging, demoting,
suspending, threatening, harassing, or in any other manner discriminating
against an employee in connection with the terms and conditions of his or her
employment because of any lawful act done by such employee to provide
information which such employee reasonably believes constitutes a violation of
any rule of the Securities and Exchange Commission or any other provision of
federal law relating to fraud against the stockholders of the Company
(collectively, ‘Retaliate’ or “Retaliation”).

     

    Accordingly,
any Affected Person who, in Good Faith, makes a Disclosure pursuant to this
policy with respect to a Harmful Violation or potential Harmful Violation is
referred to as a “Whistleblower” and
shall be protected from any Retaliation by the Company or a Bluerock Affiliate.
“Good Faith”
means that the employee has a reasonably held belief that the Disclosure made by
the Affected Person is true and has not been made for personal gain, for
malicious or frivolous reasons, or for any ulterior motive:

    
      	 
      	 
      
	
              2.

            	
              Purpose
      of the Policy.

            


    

     

    The
Company has adopted this policy in order to:

    
      	 
      	 
      	 
      
	 
      	
              (a)

            	
              cause
      Harmful Violations to be disclosed before they can disrupt the business or
      operations of the Company, or lead to serious loss;

            
	 
      	 
      	 
      
	 
      	
              (b)

            	
              promote
      a climate of accountability with respect to Company resources, including
      the employees of any Bluerock Affiliate; and

            
	 
      	 
      	 
      
	 
      	
              (c)

            	
              ensure
      that no Affected Person should feel at a disadvantage in raising
      legitimate concerns.

            


    

     

    This
policy provides a means whereby Affected Persons can safely raise, internally
and at a high level, serious concerns and disclose information that the Affected
Person believes in Good Faith could cause a Harmful Violation. This policy does
not apply to all grievances, such as those related to terms of employment or
those concerns that are specifically addressed by existing Company policies
relating to discriminatory harassment, and any such other grievances not
specifically covered by this policy shall be handled in the manner stated in
such other existing policies.

    
      	 
      	 
      
	
              3.

            	
              Affected
      Persons Protected.

            


    

     

    This
policy and the related procedures offer protection from Retaliation to Affected
Persons, who make any Disclosure with respect to matters that are, or could
reasonably give rise to, Harmful Violations, provided the Disclosure is
made:

    
      	 
      	 
      
	
              •

            	
              In
      Good Faith (as defined above);

            
	 
      	 
      
	
              •

            	
              In
      the reasonable belief of the individual making the Disclosure that the
      conduct or matter covered by the Disclosure could give rise to or has
      resulted in a Harmful Violation; and

            
	 
      	 
      
	
              •

            	
              Pursuant
      to the procedures contained in Section 7
below.

            


    

     

    2

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    No
complaint that satisfies these conditions shall result in any Retaliation or
threat of Retaliation against the Whistleblower by the Company, a Bluerock
Affiliate or any officer, employee, contractor, subcontractor or agent of the
Company or a Bluerock Affiliate. Any acts of Retaliation against a Whistleblower
shall be treated by us as a serious violation of Company policy and could result
in discharge.

    
      	 
      	 
      
	
              4.

            	
              Confidentiality
      of Disclosure.

            


    

     

    The
Company will use its best efforts to treat all Disclosures by Whistleblowers as
confidential and privileged to the fullest extent permitted by law so long as
maintaining such confidentiality and privilege is compatible with a fair
investigation. The Company will exercise particular care to keep confidential
the identity of any Affected Person making a Disclosure under this procedure
until a formal investigation is undertaken. Thereafter, the identity of the
Affected Person making the Disclosure may be kept confidential, if requested,
unless (a) such confidentiality is incompatible with a fair investigation, (b)
there is an overriding reason for identifying or otherwise disclosing the
identity of the Whistleblower, or (c) such disclosure is required by law. In any
such instance, the Affected Person making the Disclosure will be so informed in
advance of his or her being identified with the Disclosure. Where disciplinary
proceedings are invoked against any individual following a Disclosure under this
procedure, the Company will normally require the name of the person making the
Disclosure to be disclosed to the person subject to such proceedings. In
addition, the person making the Disclosure confidentially should be informed
that his or her identity will be disclosed if, after the investigation, it is
reasonably determined that the Disclosure was made maliciously or
recklessly.

     

    While the
Company encourages individuals to put their name to any Disclosure they make,
any Affected Person may make an anonymous Disclosure by completing a Complaint
Form in the form attached as Exhibit “A” to this policy (except for the personal
information contained in Section 2) and submitting it anonymously to one of the
Designated Recipients set forth in Section 7.1. In responding to an anonymous
Disclosure, the Company will pay due regard to fairness to any individual named
in the Disclosure, the seriousness of the issue raised, the credibility of the
information or allegations in the Disclosure and the prospects of an effective
investigation and discovery of evidence.

     

    Investigations
will be conducted as quickly as possible, taking into account the nature and
complexity of the Disclosure and the issues raised therein.

    
      	 
      	 
      
	
              5.

            	
              Unsubstantiated
      Allegations.

            


    

     

    If an
Affected Person makes a Disclosure in Good Faith pursuant to this policy and any
facts alleged are not confirmed by subsequent investigation, no action will be
taken against the Affected Person as a Whistleblower. In making a Disclosure,
all individuals should exercise due care to ensure the accuracy of the
information disclosed. Persons making a Disclosure that is determined to be
without substance and to have been made for personal gain or for malicious or
frivolous reasons will not be protected by this policy.

     

    Where
alleged facts disclosed pursuant to this policy are not substantiated (a) the
conclusions of the investigation will be made known both to the person who made
the Disclosure and to the

     

    3

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    person(s)
against whom any allegation was made in the Disclosure, and (b) all papers
relating to the allegation and investigation will be removed from the
record.

    
      	 
      	 
      
	
              6.

            	
              Follow-Up.

            


    

     

    A
detailed report of all substantive Disclosures and any subsequent actions taken
will be made to the Audit Committee of the Company's Board of Directors (the
“Audit
Committee”) where the Disclosure relates to an issue or matter within its
purview. In all other cases, a summary report will be made to the Audit
Committee.

     

    The
conclusion of any investigation will be communicated to the person or persons
against whom the Disclosure is made and to the Affected Person.

    
      	 
      	 
      
	
              7.

            	
              Procedures.

            


    

    


    
      	 
      	 
      
	
              7.1

            	
              Any
      Disclosure made by an Affected Person under this policy must be submitted
      to one of the following (each, a “Designated
      Recipient”), as appropriate:

            
	 
      	 
      	 
      
	 
      	
              (a)

            	
              directly
      to the President of a Bluerock Affiliate; or

            
	 
      	 
      	 
      
	 
      	
              (b)

            	
              to
      the Chairman of the Audit Committee.

            
	 
      	 
      
	 
      	
              Submissions
      to the Chairman of the Audit Committee should be made through the
      Company's Compliance Officer (as defined below) and should be addressed as
      follows:

            
	 
      	 
      
	 
      	
              Personal
      and Confidential Communication/Whistleblower Submission Only Recipient May
      Open

            
	 
      	 
      
	 
      	
              Bluerock
      Enhanced Multifamily Trust, Inc.

              680
      5th
      Avenue, 16th
      Floor

              New
      York, NY 10019

              Attention:
      Compliance Officer

            
	 
      	 
      
	 
      	
              Upon
      receiving a Disclosure, the Designated Recipient shall immediately enter
      the pertinent information into a log and open a file for each Disclosure,
      which file shall be maintained in a secure location to protect the
      confidentiality of the Disclosure. A sample Complaint Form is attached as
      Exhibit “A” hereto, which is recommended for use by the Designated
      Recipient in documenting matters covered by each
    Disclosure.

            
	 
      	 
      
	
              7.2

            	
              An
      Affected Person should expect some response to the Disclosure no later
      than two weeks after the Disclosure, unless the Affected Person believes
      in good faith that conditions warrant a quicker reply, in which case the
      Affected Person shall detail those conditions as part of his or her
      initial Disclosure and suggest expedited treatment.

            
	 
      	 
      
	
              7.3

            	
              An
      Affected Person who is not satisfied with the response after following the
      procedure set out in Section 7.1 or who has not received a response in the
      time period contained in Section 7.2 may invoke this Section 7.3. The
      Affected Person must continue to discuss the Disclosure with the
      Designated Recipient. However, the Disclosure shall thereafter also be
      delivered by the Designated Recipient, in writing, and confidentially, to
      the Audit

            


    

     

    4

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    


    
      	 
      	 
      
	 
      	
              Committee.
      The Audit Committee shall then make a preliminary investigation of the
      facts alleged in the Disclosure and may, in its discretion, advise the
      compliance officer designated by the Audit Committee to administer this
      policy (the “Compliance Officer”-)
      in writing, with a request that the Compliance Officer investigate further
      and report to the Audit Committee in a period of time specified by the
      Chairman of the Audit Committee. The Compliance Officer may appoint
      another person to undertake the preliminary investigation, provided that
      the findings and conclusions of the person so appointed shall be reported
      to, and endorsed by, the Compliance Officer before the report is made to
      the Audit Committee. If it is determined on preliminary investigation that
      the matter raised or alleged in the Disclosure invoked under this Section
      7.3 is without merit and should be dismissed, the Audit Committee should
      retain counsel to confirm such conclusion prior to communication to the
      Whistleblower of the decision and the reasons for such
      dismissal.

            
	 
      	 
      
	
              7.4

            	
              If
      on preliminary examination the matter raised or alleged in any Disclosure
      is judged to be without substance or merit, the matter shall be dismissed
      and the Whistleblower informed of the decision and the reasons for such
      dismissal. If it is judged that the allegation(s) or issue(s) covered in
      the Disclosure have merit, the matter shall be dealt with in accordance
      with this policy, any Bluerock Affiliates' normal disciplinary procedures
      and/or as otherwise may be deemed appropriate according to the nature of
      the case. The Whistleblower shall be informed as to the ultimate outcome
      of the investigation.

            
	 
      	 
      
	
              7.5

            	
              Subject
      to Section 7.4, if any Disclosure relates to the alleged conduct of a
      director or officer of the Company, the Disclosure shall be referred to
      the Chairman of the Audit Committee for investigation by the Audit
      Committee. It is highly recommended that the Audit Committee retain
      counsel to investigate the facts and allegations contained in such
      Disclosure, as well as in all cases where a Disclosure contains
      allegations of any improper accounting entry, violations of internal
      accounting controls or improper auditing matters, whether or not the
      allegation implicates an officer or director of the Company. If the
      Disclosure relates to the alleged conduct of a director or officer of any
      Bluerock Affiliate (other than the Company), the Disclosure shall be
      referred to the Chairman of the Audit Committee who shall appoint an
      appropriate investigating officer to investigate the facts and allegations
      contained in the Disclosure.

            
	 
      	 
      
	
              7.6

            	
              Disclosures
      received by a Designated Recipient anonymously or with instructions from
      the Affected Person to keep the Disclosure confidential shall be handled
      as provided in Section 4 of this policy.

            
	 
      	 
      
	
              7.7

            	
              The
      file for each Disclosure shall be retained by the Company for a period of
      10 years following the date of conclusion of the
      investigation.

            


    

    


    
      	 
      	 
      
	
              8.

            	
              Annual
      Review and Reporting.

            


    

     

    The
Compliance Officer shall make a quarterly report to the Audit Committee of (i)
the number of Disclosures made, (ii) the number of investigations commenced in
response to Disclosures, (iii) the number of wrongdoings discovered, and (iv)
all disciplinary actions taken in response to matters discovered through
Disclosures. This policy will be reviewed annually by the Audit Committee after
consultation with the Compliance Officer, taking into account the
effectiveness

     

    5

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    of the
policy in promoting proper disclosure, but with a view to minimizing the
opportunities to cause improper investigations.

    
      	 
      	 
      
	
              9.

            	
              Cooperation
      by Bluerock Affiliates

            


    

     

    This
policy is designed to cover Disclosures of Harmful Violations directly or
indirectly affecting the Company as a public company. Since the Company does not
currently have any employees and its day-to-day operations and asset and
property management functions are performed by employees of any Bluerock
Affiliate pursuant to executed agreements, this policy shall be formally adopted
by each Bluerock Affiliate with which the Company has a contractual
relationship, and each such Bluerock Affiliate shall fully cooperate with the
Company in enforcing the provisions of this policy.

     

    6

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    EXHIBIT
A

     

    COMPLAINT
FORM

    
      	 
      	 
      	 
      
	
              1.

            	
              Designated
      Recipient/Case
      Number:_________________________________________________________________________

            	 
      
	 
      	 
      	 
      
	
              2.

            	
              (Note:
      The information relating to the Affected Person in this Section 2 should
      not be completed if the Disclosure is submitted
    anonymously)

            	 
      
	 
      	 
      	 
      
	 
      	
              Affected
      Person Name: _________________________________________Tel:
      ___________________________________

            	 
      
	 	 	 
	 
      	
              Supervisor:
      _____________________________________________E-mail:
      ______________________________________

            	 
      
	 
      	 
      	 
      
	
              3.

            	
              Department
      of Affected Person:
      _________________________________________________________________________

            


    

    
      	 	 
	
              4.

            	Type
      of
      Violation:                 
      o
      Legal          o
      Accounting/Auditing       o
    Retaliation
	 	 
	
              5.

            	
              Date
      Affected Person became aware of Harmful Violation:
      _____________________________________________________

            
	 	 
	
              6.

            	Harmful
      Violation
      is:             
      o
      Ongoing              
      o
      Completed                    
      o
  Unsure
	 	 	 
	
              7.

            	
              Department
      suspected of Harmful Violation:
      _______________________________________________________________

            	 
      
	 	 	 
	
              8.

            	
              Individuals
      suspected of Harmful Violation:
      _______________________________________________________________

            	 
      
	 	 	 
	
              9.

            	
              Describe
      the relevant facts of the Harmful Violation:
      _________________________________________________________

            	 
      
	 
      	_________________________________________________________________________________________________ 
      	 
      
	 	_________________________________________________________________________________________________   	 
	 	 	 
	
              10.

            	
              Describe
      how the Affected Person became aware of the Harmful
    Violation:

            	 
      
	 	_________________________________________________________________________________________________   	 
	 	_________________________________________________________________________________________________   	 
	 
      	_________________________________________________________________________________________________   
      	 
      
	 	 	 
	
              11.

            	
              Describe
      the steps taken by Affected Person prior to contacting the Designated
      Recipient: ____________________________

            	 
      
	 	_________________________________________________________________________________________________   	 
	 	_________________________________________________________________________________________________   	 
	 	 	 
	
              12.

            	
              Who,
      if anyone, may be harmed or adversely affected by the Harmful
      Violation?

            	 
      
	 
      	_________________________________________________________________________________________________   
      	 
      
	 	_________________________________________________________________________________________________   	 
	 	_________________________________________________________________________________________________   	 
	 
      	 
      	 
      
	
              13.

            	
              If
      the Harmful Violation is legal, estimate the amount of potential loss to
      the Company as a result of the Harmful Violation:
    $__________

            	 
      
	 
      	 
      	 
      
	
              14.

            	
              If
      the Harmful Violation relates to accounting/auditing matters, estimate the
      amount of the misreporting and indicate the affected category (or
      categories) of misreporting: $__________

            	 
      
	 
      	 
      	 
      
	 
      	Category:     o
      Assets     o Liabilities    o
Expenses	 
      
	 
      	      o
      Revenues         o
      Valuation            
      o Equity	 
      
	 	 	 
	
              15.

            	 Provide
      any suggestions for remedying the Harmful Violation:
      _________________________________________________	 
	 	_________________________________________________________________________________________________   	 
	 	_________________________________________________________________________________________________