Attached files
BLUEROCK
ENHANCED MULTIFAMILY TRUST, INC.
CODE
OF ETHICS
EXHIBIT 10.14
TABLE
OF CONTENTS
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I.
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Covered
Persons/Purpose of the Code
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1
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II.
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Conflicts
of Interest
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1
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III.
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Confidentiality
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3
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IV.
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Recordkeeping
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3
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V.
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Fair
Dealing
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3
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VI.
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Protection
and Proper Use of Company Assets
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4
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VII.
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Foreign
Corrupt Practices Act
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4
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VIII.
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Disclosure
and Compliance
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4
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IX.
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Accountability
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5
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X.
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Accounting
Complaints
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5
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XI
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Reporting
any Illegal or Unethical Behavior
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5
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XII.
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Administration
and Violations of the Code of Ethics
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5
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XIII.
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Other
Policies and Procedures
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6
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XIV.
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Confidentiality
of Reports & Records
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6
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XV.
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Internal
Use
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6
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BLUEROCK
ENHANCED MULTIFAMILY TRUST, INC.
CODE
OF ETHICS
Adopted
January 14, 2009
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I.
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Covered Persons/Purpose of the
Code
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This
Code of Ethics (the “Code”-) for
Bluerock Enhanced Multifamily Trust, Inc. (the “Company”) applies to
its principal executive officer, principal financial officer, principal
accounting officer, controller and persons performing similar functions and all
members of its Board of Directors (the “Board”) (collectively
the “Covered
Persons”) for the purpose of promoting:
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honest
and ethical conduct, including the ethical handling of actual or apparent
conflicts of interest between personal and professional
relationships;
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full,
fair, accurate, timely and understandable disclosure in reports and
documents filed with, or submitted to, the Securities and Exchange
Commission (the “SEC”) and in other
public communications made by the Company;
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compliance
with applicable laws and governmental rules and
regulations;
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prompt
internal reporting of violations of the Code to an appropriate person or
persons identified in the Code; and
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accountability
for adherence to the Code.
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II.
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Conflicts of
Interest
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Covered
Persons should be scrupulous in avoiding conflicts of interest with regard to
the interests of the Company. A “conflict of interest” occurs when a Covered
Person’s private interest in any material respect interferes with the interests
of, or his or her service to, the Company. For example, a conflict of interest
would arise if a Covered Person, or a member of such Covered Person’s family,
receives improper personal benefits as a result of his or her position with the
Company.
Although
typically not presenting an opportunity for improper personal benefit, conflicts
arise from, or as a result of, the contractual relationships between the Company
and (i) its advisor, Bluerock Enhanced Multifamily Advisor, LLC (the “Advisor”), (ii) its
dealer manager, Select Capital Corporation, LLC (the “Dealer Manager”),
(iii) its sponsors, Bluerock Real Estate, L.L.C. and Orion Residential, LLC (the
“Sponsors”),
(iv) its property manager, Bluerock REIT Property Management, LLC (the “Property Manager”),
and (v) any of its other affiliates (collectively, “Company Affiliates”).
As a result, this Code recognizes that the Covered Persons will, in the normal
course of their duties (whether formally for the Company or for Company
Affiliates or both), be involved in establishing policies and implementing
decisions that may have different effects on Company Affiliates and the Company.
The participation of the Covered Persons in such activities is inherent in the
contractual relationship between the
Company
and Company Affiliates and is consistent with the performance by the Covered
Persons of their duties as officers and directors of the Company.
The
following list provides examples of prohibited conflicts of interest under this
Code, but Covered Persons should keep in mind that these examples are not
exhaustive. The overarching principle is that the personal interest of a Covered
Person should not be placed improperly before the interest of the
Company.
Each
Covered Person must:
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not
use his or her personal influence or personal relationships improperly to
influence business decisions or financial reporting by the Company whereby
the Covered Person would benefit personally to the detriment of the
Company;
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not
cause the Company to take action, or fail to take action, for the
individual personal benefit of the Covered Person to the detriment of the
Company; and
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report
at least annually any affiliations or other relationships related to
conflicts of interest.
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In
addition to the prohibitions in the Code, federal securities laws prohibit
personal loans to directors and executive officers by the Company.
In
order to avoid situations in which a conflict of interest involving a Covered
Person may result in an improper benefit, all transactions involving a conflict
of interest must be approved by a majority of the Board (including a majority of
the independent directors) not otherwise interested in the transaction as fair
and reasonable to the Company and on terms not less favorable to the Company
than those available from unaffiliated third parties. Conflicts of interest may
not always be clear-cut, so if an officer or director has a question, he or she
shall promptly bring it to the attention of the Chairman of the Audit Committee
of the Board of the Company (the “Audit Committee”).
Examples of potential conflicts of interest include:
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service
as a director on the board of any other business
organization;
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the
receipt of non-nominal gifts;
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the
receipt of entertainment from any company with which the Company has
current or prospective business dealings, including investments in such
companies, unless such entertainment is business-related, reasonable in
cost, appropriate as to time and place, and not so frequent as to raise
any questions of impropriety; or
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any
ownership interest in, or any consulting or employment relationship with,
any of the Company’s unaffiliated service
providers.
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The
Company encourages civic, charitable, educational and political activities as
long as they do not interfere with the performance of the duties of an officer
or director of the Company. Each officer or director shall contact the Audit
Committee before agreeing to participate in any civic or political activity that
is likely to unduly interfere with the performance of his or her duties as an
officer or director of the Company.
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III.
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Confidentiality
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Covered
Persons shall maintain the confidentiality of confidential information entrusted
to them by the Company or parties with whom the Company transacts business,
except when disclosure is authorized by the Chairman of the Audit Committee or
required by laws, regulations or legal proceedings. Whenever feasible, Covered
Persons should consult with the Chairman of the Audit Committee if they believe
they have a legal obligation to disclose confidential information. Confidential
information includes all non-public information, and all other information the
disclosure of which might be harmful to the Company or parties with whom the
Company transacts business, including, without limitation, information that
could (i) be of use to competitors of the Company, (ii) have an adverse effect
on the Company’s business relationships or otherwise adversely affect the
reputation or perception of the Company in the business, financial, investment
or real estate community, (iii) impair the value of any of the Company’s assets
or (iv) expose the Company to legal claims, regulatory actions or other forms of
liability. Covered Persons shall not share confidential information with anyone
outside of the Company, including family and friends, or with employees,
officers and directors of the Advisor and its affiliates who do not need to know
the information to carry out their duties. Covered Persons remain under an
obligation to keep all information confidential even if their relationship with
the Company ends. All public and media communications involving the Company
shall be handled exclusively by the President of the Company.
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IV.
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Recordkeeping
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All
of the Company’s books, records, accounts and financial statements must be
maintained in reasonable detail, must appropriately reflect the Company’s
transactions and must conform both to applicable legal requirements and to the
Company’s system of internal controls. Unrecorded or “off the books” funds or
assets should not be maintained unless permitted by applicable law or regulation
and authorized by the Audit Committee. Records should always be retained or
destroyed according to the Company’s record retention policies.
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V.
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Fair
Dealing
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Each
Covered Person shall deal fairly with the Company’s customers, suppliers,
competitors, officers and employees. No Covered Person should take unfair
advantage of anyone through manipulation, concealment, abuse of privileged
information, misrepresentation of material facts or any other unfair dealing or
practice. The Company seeks competitive advantages through superior performance,
never through unethical or illegal business practices. Stealing proprietary
information, possessing trade secret information that was obtained without the
owner’s consent, or inducing such disclosures by past or present employees of
other companies is prohibited. Covered Persons must disclose prior to or at
their time of hire the existence of any employment agreement, non-compete or
non-solicitation agreement, confidentiality agreement or similar agreement with
a former employer that in any way restricts or prohibits the performance of any
duties or responsibilities of their positions with the Company. Copies of such
agreements should be provided to the President of the Company to permit
evaluation of the agreement in light of the officer’s position. In no event
shall a Covered Person use any trade secrets, proprietary information or other
similar property, acquired in the course of his or her employment with another
employer, in the performance of his or her duties for or on behalf of the
Company.
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VI.
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Protection and Proper Use of
Company Assets
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All
Covered Persons shall protect the Company’s assets and ensure their efficient
and proper use. Theft, carelessness and waste have a direct impact on the
Company’s profitability. All Company assets should be used for legitimate
business purposes. Company assets may not be used for personal benefit, sold,
loaned, given away or disposed of without proper authorization. Permitting
Company property to be damaged, lost or used in an unauthorized manner is
strictly prohibited. Covered Persons shall not use corporate or other official
stationary for personal purposes.
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VII.
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Foreign Corrupt Practices
Act
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The
United States Foreign Corrupt Practices Act prohibits giving anything of value,
directly or indirectly, to foreign government officials or foreign political
candidates in order to obtain, retain or direct business. Accordingly, corporate
funds, property or anything of value may not be, directly or indirectly, offered
or given by a Covered Person or an agent acting on such Covered Person’s behalf,
to a foreign official, foreign political party or official thereof or any
candidate for a foreign political office for the purpose of influencing any act
or decision of such foreign person or inducing such person to use his or her
influence or in order to assist in obtaining or retaining business for, or
directing business to, any person.
Covered
Persons are also prohibited from offering or paying anything of value to any
foreign person if it is known or it should have been known that all or part of
such payment will be used for the above-described prohibited actions. This
provision includes situations when intermediaries, such as affiliates or agents,
are used to channel payoffs to foreign officials.
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VIII.
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Disclosure and
Compliance
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Each
Covered Person should:
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familiarize
himself or herself with the disclosure requirements generally applicable
to the Company;
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not
knowingly misrepresent, or cause others to misrepresent, facts about the
Company to others, whether within or outside the Company, including to the
Company’s directors and auditors, and to governmental regulators and
self-regulatory organizations;
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to
the extent appropriate within such Covered Person’s area of
responsibility, consult with other officers and employees of the Company
and Company Affiliates with the goal of promoting full, fair, accurate,
timely and understandable disclosure in the reports and documents the
Company files with, or submits to, the SEC and in other public
communications made by the Company; and
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promote
compliance with the standards and restrictions imposed by applicable laws,
rules and regulations.
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IX.
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Accountability
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Each
Covered Person must:
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upon
adoption of the Code (or thereafter as applicable, upon becoming a Covered
Person), affirm in writing to the Board that he has received, read and
understands the Code by signing and returning to the Board the affirmation
attached hereto as Exhibit
A;
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annually
thereafter affirm to the Board that he has complied with the requirements
of the Code;
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not
retaliate against any other Covered Person or any employee of the Company
or Company Affiliates for reports of potential violations that are made in
good faith; and
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notify
the Chairman of the Audit Committee promptly if he or she knows of any
material violation of this Code.
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X.
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Accounting
Complaints
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The
Company’s policy is to comply with all financial reporting and accounting
regulations applicable to the Company. If any Covered Person of the Company has
concerns or complaints regarding questionable accounting or auditing matters
(including, but not limited to, knowingly providing any false or misleading
representation to an auditor) which in any way affects the Company, then such
Covered Person is encouraged to submit those concerns or complaints
(anonymously, confidentially or otherwise) to the Chairman of the Audit
Committee.
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XI.
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Reporting any Illegal or
Unethical Behavior
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Covered
Persons are encouraged to talk to other officers about observed illegal or
unethical behavior and about the best course of action in a particular
situation. Officers and directors who are concerned that violations of this Code
have occurred or may occur or that other illegal or unethical conduct by other
officers or directors of the Company has occurred or may occur should contact
(anonymously, confidentially or otherwise) the Compliance Officer of the Code or
the Chairman of the Audit Committee.
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XII.
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Administration and Violations
of the Code of Ethics
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This
Code shall be administered and monitored by the Code’s Compliance Officer who
shall be appointed by the Audit Committee. The Compliance Officer will handle
the Company’s day-to-day compliance matters, including:
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receiving,
reviewing, investigating and resolving concerns and reports on the matters
described in this Code;
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providing
guidance on the meaning and application of this Code;
and
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reporting
periodically and as matters arise (if deemed necessary by the Compliance
Officer) to management and the Audit Committee on
implementation
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and
effectiveness of this Code and other compliance matters and recommending any
updates or amendments to the Code that he or she deems necessary.
Any
questions and further information on this Code should be directed to the
Compliance Officer.
Covered
Persons are expected to follow this Code at all times. Generally, there should
be no waivers of this Code. For executive officers and directors, the Audit
Committee shall have the sole and absolute discretionary authority to approve
any deviation or waiver from or amendments to this Code and any such waiver must
be promptly disclosed to shareholders.
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XIII.
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Other Policies and
Procedures
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This
Code shall be the sole code of ethics adopted by the Company for purposes of
Section 406 of the Sarbanes-Oxley Act of 2002 and the applicable rules and
regulations thereunder. Insofar as other policies or procedures of the Company
or Company Affiliates govern or purport to govern the behavior or activities of
the Covered Persons who are subject to this Code, they are superseded by this
Code to the extent that they overlap or conflict with the provisions of this
Code.
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XIV.
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Confidentiality of Reports
& Records
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All
reports and records prepared or maintained pursuant to this Code will be
considered confidential and shall be maintained and protected accordingly.
Except as otherwise required by law or regulation or this Code, such matters
shall not be disclosed to anyone other than the Board and the Audit
Committee.
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XV.
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Internal
Use
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The
Code is intended solely for the internal use by the Company and does not
constitute an admission, by or on behalf of the Company, as to any fact,
circumstance or legal conclusion.
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EXHIBIT
A
AFFIRMATION
OF RECEIPT OF CODE OF ETHICS
I,
_______________________, as a “Covered Person” under the terms of the Code of
Ethics (the “Code”) of Bluerock
Enhanced Multifamily Trust, Inc. (the “Company”), hereby
affirm to the Company’s Board of Directors that I have received a copy of the
Code and that I have read and understand the Code.
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Date
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Name:
____________________________________________________
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Title:
____________________________________________________
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