Bluerock Residential Growth REIT, Inc. - FORM 8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 19, 2011

BLUEROCK ENHANCED MULTIFAMILY TRUST, INC.

(Exact Name of Registrant as Specified in Its Charter)


Maryland	333-153135	26-3136483
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	IRS Employer Identification No.

Heron Tower, 70 East 55th Street

New York, NY 10022

(Address of principal executive offices)

Registrant’s telephone number, including area code: (212) 843-1601

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 8.01

OTHER EVENTS

This Current Report on Form 8-K is being filed by Bluerock Enhanced Multifamily Trust, Inc. (the “Company”) to present information about the prior performance of programs sponsored by Bluerock Real Estate LLC, the Company’s sponsor. This prior performance information is being filed on Form 8-K in order to be incorporated by reference into the Company’s Registration Statement on Form S-11 (File No. 333-153135), as amended.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

BLUEROCK ENHANCED MULTIFAMILY TRUST, INC.

DATE: January 19, 2011 /s/ R. Ramin Kamfar

R. Ramin Kamfar

Chief Executive Officer and Chairman of the Board

(Principal Executive Officer)

PRIOR PERFORMANCE TABLES

As used herein, the terms “we”, “our” and “us” refer to Bluerock Enhanced Multifamily Trust, Inc.

The following Prior Performance Tables, or Tables, provide information relating to real estate investment programs sponsored by Bluerock Real Estate, L.L.C., or Bluerock, or Prior Real Estate Programs, through December 31, 2009. All of the Prior Real Estate Programs presented in the Tables or otherwise discussed in the section entitled “Prior Performance Summary” in our Registration Statement on Form S-11 (File No. 333-153135), as amended are private programs that have no public reporting requirements. Bluerock has not previously sponsored a public program.

As of December 31, 2009, Bluerock served as sponsor of ten Prior Real Estate Programs, seven of which had been closed to outside investors as of such date and of which only one had been completed. Because the three remaining programs commenced in 2008, and have not closed nor sold any of their properties within the three most recent years, their information is not reflected in the Tables. Certain relevant information regarding these programs is presented in Table VI, which is included herein as well as in Part II of our Registration Statement on Form S-11 (File No. 333-153135), as amended. An affiliate of Bluerock serves as either property manager or asset manager for each of these programs.

In addition to these programs with similar investment objectives, a notes program sponsored by Bluerock offered notes to be issued by a limited liability company affiliated with Bluerock. The issuer borrowed funds from investors, who invested in the issuer’s notes. The issuer in turn contributed the offering proceeds to a subsidiary for investment in real estate or real estate-related debt and investments. Investors in the notes program made loans to the issuer by investing in its notes, and did not acquire equity interests therein.

As of December 31, 2009, Bluerock through this notes program had raised approximately $11.8 million from 179 investors. Including interest accrued through December 31, 2009, a total of approximately $10.9 million of those proceeds had been invested principally with other Bluerock affiliates.

Other than the notes program sponsored by Bluerock, certain of the investment objectives of the Bluerock-sponsored programs are similar to ours, including the acquisition and operation of commercial or multifamily properties; the provision of stable cash flow available for distribution to investors; preservation and protection of investor capital; and the realization of capital appreciation upon the ultimate sale or refinancing of the program properties. See “Investment Strategies, Objectives and Policies” in our Registration Statement on Form S-11 (File No. 333-153135), as amended. Bluerock considers the investment objectives of the notes program to be different than the other Prior Real Estate Programs. An investor in the notes program is making an investment in notes, which is a loan to the issuer, not an equity investment. The investment objective of the notes program is to provide fixed payments of interest to investors and return principal to investors, regardless of the underlying performance of the real estate assets. Because the notes program does not have similar investment objectives to Bluerock’s other Prior Real Estate Programs, the Tables do not include information on the notes program.

Our advisor is responsible for the acquisition, origination, financing, operation, maintenance and disposition of our investments. Key members of the management of Bluerock indirectly own and control our advisor and will play a significant role in the promotion of our public offering and the operation of our advisor. The financial results of the Prior Real Estate Programs thus may provide some indication of our advisor’s ability to perform its obligations. However, general economic conditions affecting the real estate industry and other factors contribute significantly to financial results.

F-1

As an investor in our company, you will not own any interest in the Prior Real Estate Programs and should not assume that you will experience returns, if any, comparable to those experienced by investors in the Prior Real Estate Programs.

The following tables are included herein:

·	Table I – Experience in Raising and Investing Funds;

·	Table II – Compensation to Sponsor;

·	Table III – Operating Results of Prior Programs;

·	Table IV – Results of Completed Programs; and

·	Table VI – Acquisitions of Properties by Programs.

The information in these tables should be read together with the summary information under “Prior Performance Summary” in our Registration Statement on Form S-11 (File No. 333-153135), as amended.

F-2

TABLE I
(UNAUDITED)
EXPERIENCE IN RAISING AND INVESTING FUNDS

This Table I sets forth a summary of experience of Bluerock Real Estate, L.L.C. in raising and investing funds in in Prior Real Estate Programs the offerings of which have closed in the three years ended December 31, 2009. All of the Prior Real Estate Programs presented in this Table I have similar or identical investment objectives to Bluerock Enhanced Multifamily Trust, Inc. Information is provided with regard to the manner in which the proceeds of the offerings have been applied. Also set forth is information pertaining to the timing and length of these offerings and the time period over which the proceeds have been invested in the properties. All figures are as of December 31, 2009.

		BR-North Park		Summit at		Landmark/Laumeier
		Towers, DST		Southpoint		Office Portfolio

Dollar amount offered		$ 24,975,000		$ 13,545,000		$ 7,525,000
Dollar amount raised		11,432,968	100.0%	13,387,849	100.0%	7,315,869		100.0%
Less offering expenses:
	Selling commissions and
	discounts retained by affiliates	1,086,132	9.5%	1,338,785	10.0%	695,008		9.5%

	Organizational expenses	91,464	0.8%	393,692	2.9%	280,118		3.8%
Reserves		-		-		-
Other		-	0.0%	-	0.0%	-		0.0%
Amount available for
investment		$ 10,255,372	89.7%	$ 11,655,372	87.1%	$ 6,340,743		86.7%
Acquisition costs:
	Cash invested	8,565,186	33.9%	11,158,680	31.6%	6,043,726		24.3%
	Acquisition fees	944,501	3.7%	206,409	0.6%	195,538		0.8%
	Loan costs	745,685	3.0%	290,283	0.8%	101,479		0.4%
	Mortgage financing	15,000,000	59.4%	23,700,000	67.0%	18,500,000		74.5%
Total acquisition cost		$ 25,255,372	100%	$ 35,355,372	100%	$ 24,840,743		100%

Percent leverage		59.4%		67.0%		74.5%

Date offering began		12/9/05		1/18/07		6/25/07

Length of offering (in months)		29		8		2

Months to invest 90% of amount
	available for investment
	(measured from the beginning
	of the offering)	11	(1)	5	(1)	2	(1)

F–3

TABLE I
(UNAUDITED)
EXPERIENCE IN RAISING AND INVESTING FUNDS — (Continued)

		Cummings Research Park						1355 First
		Portfolio I		Portfolio II		Portfolio III		Avenue

Dollar amount offered		$ 24,209,284		$ 21,276,699		$ 21,206,547		$ 31,237,500
Dollar amount raised		24,209,284	100.0%	21,276,699	100.0%	21,206,547	100.0%	31,237,500	100.0%
Less offering expenses:
	Selling commissions and
	discounts retained by affiliates	2,178,836	9.0%	2,021,286	9.5%	2,014,622	9.5%	2,967,563	9.5%

	Organizational expenses	560,844	2.3%	566,321	2.7%	546,635	2.6%	624,750	2.0%
Reserves		-		-		-		-
Other		-	0.0%	-	0.0%	-	0.0%	-	0.0%
Amount available for
investment		$ 21,469,604	88.7%	$ 18,689,092	87.8%	$ 18,645,290	87.9%	$ 27,645,188	88.5%
Acquisition costs:
	Cash invested	19,862,084	37.0%	16,916,675	28.4%	17,016,048	32.1%	24,704,160	48.3%
	Acquisition fees	1,433,000	2.7%	1,599,526	2.7%	1,456,400	2.7%	1,329,471	2.6%
	Loan costs	174,520	0.3%	172,890	0.3%	172,842	0.3%	1,611,557	3.2%
	Mortgage financing	32,250,000	60.0%	40,900,000	68.6%	34,390,000	64.8%	23,468,330	45.9%
Total acquisition cost		$ 53,719,604	100%	$ 59,589,092	100%	$ 53,035,290	100%	$ 51,113,518	100%

Percent leverage		60.0%		68.6%		64.8%		45.9%

Date offering began		5/13/08		11/26/07		3/10/08		8/14/07

Length of offering (in months)		4.5		5		3		8.5

Months to invest 90% of amount
	available for investment
	(measured from the beginning
	of the offering)	0		0		0		0


(1)	Property was acquired by sponsor prior to offering date. Sponsor has retained ownership for the portion of the offering which was not sold and does not intend to further syndicate this program. The dollar amount raised is lower than the dollar amount offered but is shown as a 100% so that all offering percentages are calculated off of the lesser amount (i.e., the dollar amount raised).

F–4

TABLE II
(UNAUDITED)
COMPENSATION TO SPONSOR

This Table II sets forth the types of compensation received by Bluerock Real Estate, L.L.C., and its affiliates, including compensation paid out of offering proceeds and compensation paid in connection with ongoing operations, in connection with seven programs the offerings of which have closed in the three years ended December 31, 2009. All of the Prior Real Estate Programs presented in this Table II have similar or identical investment objectives to Bluerock Enhanced Multifamily Trust, Inc. All figures are as of December 31, 2009.

					Landmark/
					Laumeier
			BR North Park	Summit at	Office	Cummings Research Park			1355 First
			Towers, DST	Southpoint	Portfolio	Portfolio I	Portfolio II	Portfolio III	Avenue
Date offering commenced			12/9/2005	1/18/2007	6/25/2007	5/13/2008	11/26/2007	3/10/2008	8/14/2007

Dollar amount raised			$ 11,432,968	$ 13,387,849	$ 7,315,869	$ 24,209,284	$ 21,276,699	$ 21,206,547	$ 31,237,500

Amount paid to sponsor from proceeds
	of offering:
	Underwriting fees		$ -	$ -	$ -	$ -	$ -	$ -	$ -
	Acquisition fees					-	-	-	-
	-	real estate commissions	-		-	-	-	-	-
	-	advisory fees	309,600	975,000	712,477	1,433,000	1,599,526	1,456,400	1,329,471
	-	Reimbursed offering expenses	91,464	393,692	280,118	560,844	566,321	546,635	624,750
	Other		-	-	-	-	35,000	35,000
Total amount paid to sponsor			$ 401,064	$ 1,368,692	$ 992,595	$ 1,993,844	$ 2,200,847	$ 2,038,035	$ 1,954,221

Dollar amount of cash generated
	from operations before deducting
	payments to sponsor		$ 1,443,816	$ 2,220,133	$ 3,407,170	$ 5,151,696	$ 7,291,619	$ 4,936,071	$ 4,324,630

Amount paid to sponsor from operations:
	Property management fees		-	475,929	368,701	382,415	494,324	465,058	-
	Partnership management fees		-	-	-	-	-	-	-
	Construction management fees		-	-	10,398	36,412	52,336	40,924	1,200,000
	Reimbursements		-	-	-	-	-	-	-
	Leasing commissions		-	-	-	-	-	-	-
	Other		-	-	-	-	-	-	-

Dollar amount of property sales and
	refinancing before deducting
	payments to sponsor:
	-	cash	-	-	-	-	-	-	-
	-	notes	-	-	-	-	-	-	-

Amount paid to sponsor from property sales
	and refinancing:
	Real estate commissions		-	-	-	-	-	-	-
	Incentive fees		-	-	-	-	-	-	-
	Other		-	-	-	-	-	-	-

F–5

TABLE II
(UNAUDITED)
COMPENSATION TO SPONSOR — (Continued)




			Total
Date offering commenced

Dollar amount raised			$ 130,066,716

Amount paid to sponsor from proceeds
	of offering:
	Underwriting fees		$ -
	Acquisition fees
	-	real estate commissions	-
	-	advisory fees	7,815,474
	-	Reimbursed offering expenses	3,063,825
	Other		70,000
Total amount paid to sponsor			$ 10,949,299

Dollar amount of cash generated
	from operations before deducting
	payments to sponsor		$ 29,010,514

Amount paid to sponsor from operations:
	Property management fees		2,186,427
	Partnership management fees		-
	Construction management fees		1,340,070
	Reimbursements		-
	Leasing commissions		-
	Other		-

Dollar amount of property sales and
	refinancing before deducting
	payments to sponsor:
	-	cash	-
	-	notes	-

Amount paid to sponsor from property sales
	and refinancing:
	Real estate commissions		-
	Incentive fees		-
	Other		-

F–6

TABLE III
(UNAUDITED)
ANNUAL OPERATING RESULTS OF PRIOR REAL ESTATE PROGRAMS

This Table III sets forth the annual operating results of Prior Real Estate Programs sponsored by Bluerock Real Estate, L.L.C. and its affiliates that have closed offerings during the five years ended December 31, 2009. All of the Prior Real Estate Programs presented in this Table III have similar or identical investment objectives to Bluerock Enhanced Multifamily Trust, Inc. All figures are for the period commencing January 1 of the year acquired, except as otherwise noted.

	Woodlands I, L.L.C. (sponsor by Bluerock Real Estate, L.L.C.)

	2003			2004			2005			2006 (1)
Gross revenue	$	1,729,356		$	2,238,883		$	2,129,734		$	998,884
Gain on sale of properties		-			-			-			2,829,029
Interest income		1,897			6,915			12,366			27,167

Less:
Operating expenses		442,056			669,266			881,966			313,445
Interest expense		600,214			838,878			829,788			306,455
Property and asset management fees		66,254			136,292			126,028			-
General and administrative		127,739			309,841			149,426			91,785
Commissions		-			-			-			-
Depreciation and amortization		297,685			432,758			464,587			472,430
Net income - GAAP basis	$	197,305		$	(141,237	)	$	(309,695	)	$	2,670,965

Taxable income
- from operations	$	197,305		$	(141,237	)	$	(309,695	)	$	(158,064	)
- from gain on sale		-			-			-			2,829,029

Cash generated from operations		440,948			228,066			(80,103	)		(119,504	)
Cash generated from sales		-			-			-			5,214,685
Cash generated from financing/refinancing		-			-			-			-
Total cash generated from operations, sales
and refinancing		440,948			228,066			(80,103	)		5,095,181

Less: Cash distributed to investors
- from operating cash flow		153,903			525,009			525,009			60,483
- from sales and refinancing		-			-			-			5,214,685
- from other		-			-			-			-

Cash generated (deficiency) after cash distributions		293,961			(324,597	)		(512,820	)		640,554

Special items (not including sales and refinancing)
Improvements to building		135,924			222,874			204,812			-
Other		-			-			-			-

Cash generated (deficiency) after cash distributions
and special items	$	158,037		$	(547,471	)	$	(717,632	)	$	640,554

Tax and Distribution Data Per $1,000 Invested
Federal income tax results:
Ordinary income (loss)
- from operations	$	71		$	(30	)	$	(61	)	$	(31	)
- from recapture		-			-			-			-

Capital gain (loss)	$	-		$	-		$	-		$	131

Cash distribution to investors
Source (on GAAP basis)
- from investment income		53			118			85			224
- from return of capital		-			-			-			1,000
Total distributions on GAAP basis	$	53		$	118		$	85		$	1,224

Source (on cash basis)
- from operations	$	53		$	118		$	85		$	14
- from refinancing		-			-			-			-
- from other		-			-			-			-
- from sales		-			-			-			1,210
Total distributions on cash basis	$	53		$	118		$	85		$	1,224

Amount (in percentage terms) remaining invested
in program properties at the end of last year
reported in table		100	%		100	%		100	%		0	%


(1)	The property owned by Woodlands I, LLC was purchased on April 14, 2003 and sold on May 15, 2006.

F–7

TABLE III
(UNAUDITED)
ANNUAL OPERATING RESULTS OF PRIOR REAL ESTATE PROGRAMS - (Continued)

	BR North Park Towers, DST (Sponsored by Bluerock Real Estate, L.L.C.)

	2005			2006			2007			2008			2009
Gross revenue	$	50,044		$	867,355		$	2,165,177		$	2,145,856		$	2,099,164
Interest income		-			320			-			-			-

Less:
Operating expenses		-			-			-			-			-
Interest expense		22,091			334,676			806,665			817,705			838,047
Property and asset management fees		-			-			-			-			-
General and administrative		1,401			32,044			116,998			120,162			118,150
Commissions		-			-			-			-			-
Depreciation and amortization		21,173			512,927			1,259,215			1,286,330			1,295,774
Net income - GAAP basis	$	5,379		$	(11,972	)	$	(17,701	)	$	(78,341	)	$	(152,807	)

Taxable income
- from operations	$	5,379		$	(11,972	)	$	(17,701	)	$	(78,341	)	$	(152,807	)
- from gain on sale		-			-			-			-			-

Cash generated from operations		(217,284	)		193,293			838,586			247,915			415,545
Cash generated from sales		-			-			-			-			-
Cash generated from financing/refinancing
Total cash generated from operations, sales		-			-			-			-			-
and refinancing		(217,284	)		193,293			838,586			247,915			415,545

Less: Cash distributed to investors
- from operating cash flow		-			88,823			-			215,589			415,545
- from sales and refinancing		-			-			-			-			-
- from other		-			-			-			-			191,054

Cash generated (deficiency) after cash distributions		(217,284	)		104,470			838,586			32,326			(191,054	)

Special items (not including sales and refinancing)
Improvements to building		-			72,080			219,681			205,489			445,544
Other		-			34,837			34,224			65,660			25,231

Cash generated (deficiency) after cash distributions
and special items	$	(217,284	)	$	(2,447	)	$	584,681		$	(238,822	)	$	(661,829	)

Tax and Distribution Data Per $1,000 Invested
Federal income tax results:
Ordinary income (loss)
- from operations	$	1		$	(1	)	$	(2	)	$	(7	)	$	(13	)
- from recapture		-			-			-			-			-

Capital gain (loss)	$	-		$	-		$	-		$	-		$	-

Cash distribution to investors
Source (on GAAP basis)
- from investment income	$	-		$	8		$	-		$	19		$	36
- from return of capital		-			-			-			-			-
Total distributions on GAAP basis	$	-		$	8		$	-		$	19		$	36

Source (on cash basis)
- from operations	$	-		$	8		$	-		$	19		$	36
- from refinancing		-			-			-			-			-
- from other		-			-			-			-			-
- from sales		-			-			-			-			-
Total distributions on cash basis	$	-		$	8		$	-		$	19		$	36

Amount (in percentage terms) remaining invested
in program properties at the end of last year
reported in table		100	%		100	%		100	%		100	%		0	%

F-8

TABLE III
(UNAUDITED)
ANNUAL OPERATING RESULTS OF PRIOR REAL ESTATE PROGRAMS - (Continued)

	Summit at Southpoint (sponsored by Bluerock Real Estate, L.L.C.)
	2007			2008			2009
Gross revenue	$	4,594,040		$	4,844,940		$	4,543,029
Interest income		63,770			19,749			7,855

Less:
Operating expenses		1,893,957			1,876,996			1,817,877
Interest expense		1,620,832			1,356,549			1,352,842
Property and asset management fees		181,349			355,891			227,596
General and administrative		82,099			112,526			49,678
Commissions		-			-			-
Depreciation and amortization		587,252			614,799			696,371
Net Income - GAAP basis	$	292,321		$	547,928		$	406,520

Taxable income
- from operations	$	292,321		$	547,928		$	406,520
- from gain on sale		-			-			-

Cash generated from operations		1,151,744			1,188,747			(596,287	)
Cash generated from sales		-			-			-
Cash generated from financing/refinancing		-			-			-
Total cash generated from operations, sales
and refinancing		1,151,744			1,188,747			(596,287	)

Less: Cash distributed to investors
- from operating cash flow		537,825			1,114,975			357,558
- from sales and refinancing		-			-			-
- from other		-			-			-

Cash generated (deficiency) after cash distributions		613,919			73,772			(953,845	)

Special items (not including sales and refinancing)
Improvements to building		336,367			147,866			207,036
Other		21,020			-			-

Cash generated (deficiency) after cash distributions
and special items	$	256,532		$	(74,094	)	$	(1,160,881	)

Tax and Distribution Data Per $1,000 Invested
Federal income tax results:
Ordinary income (loss)
- from operations	$	22		$	41		$	30
- from recapture		-			-			-

Capital gain (loss)	$	-		$	-		$	-

Cash distribution to investors
Source (on GAAP basis)
- from investment income	$	40		$	83		$	27
- from return of capital		-			-			-
Total distributions on GAAP basis	$	40		$	83		$	27

Source (on cash basis)
- from operations	$	40		$	83		$	27
- from refinancing		-			-			-
- from other		-			-			-
- from sales		-			-			-
Total distributions on cash basis	$	40		$	83		$	27

Amount (in percentage terms) remaining invested
in program properties at the end of last year
reported in table		100	%		100	%		100	%

(1) The property owned by Summit at Southpoint was purchased on February 22, 2006.

F-9

TABLE III
(UNAUDITED)
ANNUAL OPERATING RESULTS OF PRIOR REAL ESTATE PROGRAMS - (Continued)

	Landmark/Laumeier Office Portfolio (sponsored by Bluerock Real Estate, L.L.C.)

	2007 (1)			2008			2009
Gross revenue	$	3,202,979		$	3,608,620		$	3,784,480
Interest income		2,978			24,729			16,688

Less:
Operating expenses		998,593			1,491,113			1,319,332
Interest expense		880,119			1,049,505			1,046,637
Property and asset management fees		142,422			217,125			228,895
General and administrative		19,136			55,346			108,149
Depreciation and amortization		479,502			578,004			596,984
Net Income - GAAP basis	$	686,185		$	242,256		$	501,171

Taxable income
- from operations	$	686,185		$	242,256		$	501,171
- from gain on sale		-			-			-

Cash generated from operations		306,846			938,097			810,365
Cash generated from sales		-			-			-
Cash generated from financing/refinancing		-			-			-
Total cash generated from operations, sales		-			-			-
and refinancing		306,846			938,097			810,365

Less: Cash distributed to investors
- from operating cash flow		197,822			530,401			557,726
- from sales and refinancing		-			-			-
- from other		-			-			-

Cash generated (deficiency) after cash distributions		109,024			407,696			252,639

Special items (not including sales and refinancing)
Improvements to building		87,649			66,696			142,668
Other		-			147,937			63,880

Cash generated (deficiency) after cash distributions
and special items	$	21,375		$	193,063		$	46,091

Tax and Distribution Data Per $1,000 Invested
Federal income tax results:
Ordinary income (loss)
- from operations	$	92		$	33		$	67
- from recapture		-			-			-

Capital gain (loss)	$	-		$	-		$	-

Cash distribution to investors
Source (on GAAP basis)
- from investment income	$	27		$	71		$	75
- from return of capital		-			-			-
Total distributions on GAAP basis	$	27		$	71		$	75

Source (on cash basis)
- from operations	$	27		$	71		$	75
- from refinancing		-			-			-
- from other		-			-			-
- from sales		-			-			-
Total distributions on cash basis	$	27		$	71		$	75

Amount (in percentage terms) remaining invested
in program properties at the end of last year
reported in table		100	%		100	%		100	%


(1) The property owned by Landmark/Laumeier Porfolio was purchased on May 14, 2007.

F-10

TABLE III
(UNAUDITED)
ANNUAL OPERATING RESULTS OF PRIOR REAL ESTATE PROGRAMS - (Continued)

	1355 First Avenue (sponsored by Bluerock Real Estate, L.L.C.)

	2007 (1)			2008			2009
Gross revenue	$	-		$	2,787,650		$	2,500,000
Interest income		59,607			96,724			36,916

Less:
Operating expenses		60,000			-			-
Interest expense		1,020,964			-			-
Property and asset management fees		-			-			-
General and administrative		95,225			19,609			929,600
Commissions		-			-			-
Depreciation and amortization		-			-			-
Net Income - GAAP basis	$	(1,116,582	)	$	2,864,765		$	1,607,316

Taxable income
- from operations	$	-		$	2,864,765		$	1,607,316
- from gain on sale		-			-			-

Cash generated from operations		(1,347,451	)		2,864,765			1,607,316
Cash generated from sales		-			-			-
Cash generated from financing/refinancing		-			-			-
Total cash generated from operations, sales
and refinancing		(1,347,451	)		2,864,765			1,607,316

Less: Cash distributed to investors
- from operating cash flow		-			1,641,714			1,641,714
- from sales and refinancing		101,719			-			-
- from other		-			-			-

Cash generated (deficiency) after cash distributions		(1,449,170	)		1,223,051			(34,398	)

Special items (not including sales and refinancing)
Improvements to building		1,348,767			13,254,395			-
Other		-			-			-

Cash generated (deficiency) after cash distributions
and special items	$	(2,797,937	)	$	(12,031,344	)	$	(34,398	)

Tax and Distribution Data Per $1,000 Invested
Federal income tax results:
Ordinary income (loss)
- from operations	$	(55	)	$	(55	)	$	(55	)
- from recapture		-			-			-

Capital gain (loss)	$	-		$	-		$	-

Cash distribution to investors
Source (on GAAP basis)
- from investment income	$	-		$	53		$	53
- from return of capital		-			-			-
Total distributions on GAAP basis	$	-		$	-		$	-

Source (on cash basis)
- from operations	$	-		$	53		$	53
- from refinancing		-			-			-
- from other		-			-			-
- from sales		-			-			-
Total distributions on cash basis	$	-		$	-		$	-

Amount (in percentage terms) remaining invested
in program properties at the end of last year
reported in table		100	%		100	%		100	%


(1) The property owned by 1355 First Avenue was purchased on June 29, 2007.

F-11

TABLE III
(UNAUDITED)
ANNUAL OPERATING RESULTS OF PRIOR REAL ESTATE PROGRAMS - (Continued)

	Huntsville - Cummings Research Park - Portfolio I -

	2007			2008			2009
Gross revenue	$	1,487,708		$	7,289,265		$	7,352,316
Interest income		31,243			26,097			12,190

Less:
Operating expenses		268,377			3,544,865			3,054,756
Interest expense		-			2,121,351			2,137,262
Property and asset management fees		33,867			367,068			539,099
General and administrative		4,949			106,368			83,840
Commissions		-			-			-
Depreciation and amortization		517,388			3,151,434			3,160,544
Net Income - GAAP basis	$	694,370		$	(1,975,724	)	$	(1,610,995	)

Taxable income
- from operations	$	694,370		$	(1,975,724	)	$	(1,610,995	)
- from gain on sale		-			-			-

Cash generated from operations		11,107,095			1,185,345			2,913,660
Cash generated from sales		-			-			-
Cash generated from financing/refinancing		-			-			-
Total cash generated from operations, sales
and refinancing		11,107,095			1,185,345			2,913,660

Less: Cash distributed to investors
- from operating cash flow		-			1,350,057			1,561,452
- from sales and refinancing		-			-			-
- from other		-			-			-

Cash generated (deficiency) after cash distributions		11,107,095			(164,712	)		1,352,208

Special items (not including sales and refinancing)
Improvements to building		-			2,388,717			146,824
Other		-			96,876			351,925

Cash generated (deficiency) after cash distributions
and special items	$	11,107,095		$	(2,650,305	)	$	853,459

Tax and Distribution Data Per $1,000 Invested
Federal income tax results:
Ordinary income (loss)
- from operations	$	-		$	(82	)	$	(67	)
- from recapture		-			-			-
		-			-			-
Capital gain (loss)	$	-		$	-		$	-

Cash distribution to investors
Source (on GAAP basis)
- from investment income	$	-		$	56		$	64
- from return of capital	$	-		$	-		$	-
Total distributions on GAAP basis	$	-		$	56		$	64

Source (on cash basis)
- from operations	$	-		$	56		$	64
- from refinancing		-			-			-
- from other		-			-			-
- from sales		-			-			-
Total distributions on cash basis	$	-		$	56		$	64

Amount (in percentage terms) remaining invested
in program properties at the end of last year
reported in table		100	%		100	%		100	%

F-12

TABLE III
(UNAUDITED)
ANNUAL OPERATING RESULTS OF PRIOR REAL ESTATE PROGRAMS - (Continued)


	Huntsville - Cummings Research Park - Portfolio II-
	2007			2008			2009
Gross revenue	$	1,314,505		$	8,511,115		$	9,213,136
Interest income		136,487			29,370			9,768

Less:
Operating expenses		260,708			3,466,514			3,632,458
Interest expense		-			2,690,334			2,702,035
Property and asset management fees		41,392			534,851			602,508
General and administrative		9,020			136,070			97,671
Commissions		-			-			-
Depreciation and amortization		359,308			2,174,579			2,247,563
Net Income - GAAP basis	$	780,564		$	(461,863	)	$	(59,331	)

Taxable income
- from operations	$	780,564		$	(461,863	)	$	(59,331	)
- from gain on sale		-			-			-

Cash generated from operations		11,020,459			2,945,123			3,105,688
Cash generated from sales		-			-			-
Cash generated from financing/refinancing		-			-			-
Total cash generated from operations, sales
and refinancing		11,020,459			2,945,123			3,105,688

Less: Cash distributed to investors
- from operating cash flow		-			1,227,028			1,500,710
- from sales and refinancing		-			-			-
- from other		-			-			-

Cash generated (deficiency) after cash distributions		11,020,459			1,718,095			1,604,978

Special items (not including sales and refinancing)		-			-			-
Improvements to building		-			1,461,149			1,366,653
Other		-			-			-

Cash generated (deficiency) after cash distributions
and special items	$	11,020,459		$	256,946		$	238,325

Tax and Distribution Data Per $1,000 Invested
Federal income tax results:
Ordinary income (loss)
- from operations	$	-		$	(22	)	$	(3	)
- from recapture		-			-			-

Capital gain (loss)	$	-		$	-		$	-

Cash distribution to investors		-			-			-
Source (on GAAP basis)		-			-			-
- from investment income	$	-		$	58		$	71
- from return of capital		-			-			-
Total distributions on GAAP basis	$	-		$	58		$	71

Source (on cash basis)
- from operations	$	-		$	58		$	71
- from refinancing		-			-			-
- from other		-			-			-
- from sales		-			-			-
Total distributions on cash basis	$	-		$	58		$	71

Amount (in percentage terms) remaining invested
in program properties at the end of last year
reported in table		100	%		100	%		100	%

F-13

TABLE III
(UNAUDITED)
ANNUAL OPERATING RESULTS OF PRIOR REAL ESTATE PROGRAMS - (Continued)

	Huntsville - Cummings Research Park - Portfolio III -

	2007			2008			2009
Gross revenue	$	1,218,835		$	8,164,819		$	8,691,299
Interest income		31,534			19,721			10,224

Less:
Operating expenses		305,746			3,631,519			3,651,460
Interest expense		-			2,262,117			2,250,949
Property and asset management fees		33,426			324,969			561,211
General and administrative		9,952			327,175			144,304
Commissions		-			-			-
Depreciation and amortization		319,636			2,205,383			2,262,351
Net Income - GAAP basis	$	581,609		$	(566,623	)	$	(168,752	)

Taxable income
- from operations	$	581,609		$	(566,623	)	$	(168,752	)
- from gain on sale
		-			-			-
Cash generated from operations		8,981,298			2,661,423			2,155,584
Cash generated from sales		-			-			-
Cash generated from financing/refinancing		-			-			-
Total cash generated from operations, sales
and refinancing		8,981,298			2,661,423			2,155,584

Less: Cash distributed to investors		-			-			-
- from operating cash flow		-			1,244,261			1,483,267
- from sales and refinancing		-			-			-
- from other

Cash generated (deficiency) after cash distributions		8,981,298			1,417,162			672,317

Special items (not including sales and refinancing)		-			-			-
Improvements to building		-			941,557			403,095
Other		4,508,843			-			-

Cash generated (deficiency) after cash distributions
and special items	$	4,472,455		$	475,605		$	269,222

Tax and Distribution Data Per $1,000 Invested
Federal income tax results:
Ordinary income (loss)
- from operations	$	-		$	(27	)	$	(8	)
- from recapture

Capital gain (loss)	$	-		$	-		$	-

Cash distribution to investors		-			-			-
Source (on GAAP basis)		-			-			-
- from investment income	$	-			59			70
- from return of capital		-			-			-
Total distributions on GAAP basis	$	-			59			70

Source (on cash basis)
- from operations	$	-			59			70
- from refinancing		-			-			-
- from other		-			-			-
- from sales		-			-			-
Total distributions on cash basis	$	-			59			70

Amount (in percentage terms) remaining invested
in program properties at the end of last year
reported in table		100	%		100	%		100	%

F-14

TABLE IV
(UNAUDITED)
RESULTS OF COMPLETED PROGRAMS

This Table IV sets forth the results of completed Prior Real Estate Programs sponsored by Bluerock Real Estate, L.L.C. that have sold properties and completed operations during the five years ended December 31, 2009. All of the Prior Real Estate Programs presented in this Table IV have similar or identical investment objectives to Bluerock Enhanced Multifamily Trust, Inc.


		Bluerock Real
		Estate, LLC
		sponsored
		program
		Woodlands I
		LLC

Dollar amount raised		$	4,311,100

Number of properties purchased			3

Date of closing of offering		3/9/2005

Date of first sale of property		5/15/2006

Date of final sale of property		5/15/2006

Tax and Distribution Data Per $1,000 Investment
Federal Income Tax Results:
	Ordinary income (loss)
	- from operations	$	(95	)
	- from recapture		-

	Capital Gain (loss)		656

	Deferred Gain
	- Capital		-
	- Ordinary		-

Cash Distributions to Investors
	Source (on GAAP basis)
	- Investment income		480
	- Return of capital		1,000

	Source (on cash basis)
	- Sales		1,210
	- Refinancing		-
	- Operations		270
	- Other		-

Receivable on Net Purchase Money Financing			-

F-15

TABLE VI

(UNAUDITED)

ACQUISITIONS OF PROPERTIES BY PROGRAM

This Table VI sets forth summary information on properties acquired during the three years ended December 31, 200 9 by Prior Real Estate Programs sponsored by Bluerock Real Estate, L.L.C. All of the Prior Real Estate Programs presented in this Table VI have similiar or identical investment objectives to Bluerock Enhanced Multifamily Trust, Inc.

			Landmark/
			Laumeier
	Summit at		Office		Cummings Research Park

	Southpoint		Portfolio		Portfolio I		Portfolio II		Portfolio III

Property Name	Summit at Southpoint		Landmark Office Park		Cummings Research Park		Cummings Research Park		Cummings Research Park
Location	Jacksonville, FL		St. Louis, MO		Huntsville, AL		Huntsville, AL		Huntsville, AL
Type	Office		Office		Office		Office		Office
Number of units
Total sq. ft of units		259,587		182,955		516,583		672,328		513,014
Date(s) of purchase	12/22/06		5/14/07		11/7/07		11/7/07		11/7/07
Mortgage Financing at date(s) of purchase	$	23,700,000	$	18,500,000	$	32,250,000	$	40,900,000	$	34,390,000
Cash invested	$	11,158,680	$	6,043,726	$	19,459,310	$	15,408,857	$	16,129,498
Acquisition cost:
Contract purchase price plus acquisition fee	$	30,606,409	$	21,395,538	$	50,067,280	$	54,505,880	$	49,480,000
Other cash expenditures capitalized		4,252,271		3,148,188		1,642,030		1,802,977		1,039,498

Total acquisition cost	$	34,858,680	$	24,543,726	$	51,709,310	$	56,308,857	$	50,519,498

	1355 First Avenue		Plaza Gardens, DST		Valley Townhomes, DST		BR Town & County, DST

Property Name	1355 First Avenue		Plaza Gardens		Valley Townhomes		Town & Country Corporate Center
Location	New York, NY		Overland Park, KS		Pallyup, Washington		St. Louis, MO
Type	Condos		Multi Family		Multi Family		Office
Number of units		45		200		221
Total sq. ft of units		334,088		350,000		257,248
Date(s) of purchase	6/29/07		8/29/08		7/31/08		6/24/08
Mortgage Financing at date(s) of purchase	$	23,468,330	$	16,880,000	$	23,011,000	$	29,500,000
Cash invested	$	24,704,160	$	3,053,754	$	16,766,354	$	295,979
Acquisition cost:
Contract purchase price plus acquisition fee	$	47,180,837	$	21,733,000	$	35,976,600	$	44,032,500
Other cash expenditures capitalized		991,653		890,395		1,601,611		1,890,820

Total acquisition cost	$	48,172,490	$	22,623,395	$	37,578,211	$	45,923,320

F-16

Bluerock Residential Growth REIT, Inc. - FORM 8-K - January 19, 2011

Bluerock Residential Growth REIT, Inc. Reports