Current Report · Items 1.01, 7.01, 9.01 · 8-K
Bluerock Private Real Estate Fund
Entry into a Material Definitive Agreement · Regulation FD Disclosure
Item 1.01 Entry into a Material Definitive Agreement. On July 1, 2026, Bluerock Private Real Estate Fund (the “Fund”) entered into an Administrative Services Agreement (the “ASA”) with Bluerock Fund Advisor, LLC (the “Adviser”), the Fund’s investment adviser.…
Filed Jul 2, 2026Accepted Jul 2, 2026, 5:28 PM EDTCIK 1551047Accession 0001398344-26-011663
Company context
Current securities
Registered securities in this filing
BLUEROCK PRIVATE REAL ESTATE FUND · 8-K · Filed 2026-07-02
As filed in this accession. Current/historical status below comes from the governed listing record; the cover itself remains exact to this filing.
Common Shares
- Exchange
- NYSE
- Classification
- COMMON
- Status
- Current
Filing context
Context: AsOf2026-07-01
Dimensions: Not supplied
Accession 000139834426011663 · 1 registered-security cover member
Read the exact SEC filing ↗Disclosure sections
Items 1.01, 7.01, 9.01Select an item to read the extracted section. The as-filed document remains the primary evidence.
Item 1.01Item 1.01 - Entry into Material Agreement
Item 1.01 Entry into a Material Definitive Agreement.
On July 1, 2026, Bluerock Private Real Estate Fund (the “Fund”)
entered into an Administrative Services Agreement (the “ASA”) with Bluerock Fund Advisor, LLC (the “Adviser”),
the Fund’s investment adviser. Currently, the Fund's investments in Institutional Investment Funds bear significant expenses at
the underlying fund level (“Underlying Fund Expenses”), which reduce the net returns of those investments to the Fund. As
assets are redeemed from the Institutional Investment Funds and rotated into direct real estate investments, these Underlying Fund Expenses
are eliminated to the benefit of shareholders, but additional services are required to be undertaken on behalf of the Fund, including
Joint Venture Administration, Property Operations, Property-Level Debt Administration, Subsidiary and Entity Governance, Legal/Compliance
Services, REIT Qualification Monitoring, and Accounting and Tax Services for the Fund’s direct real estate investments.
The ASA engages the Adviser to provide such services, along with
other services such as NYSE Listing Compliance, Proxy and Annual Meeting Process, Exchange Act Reporting and Regulation FD Compliance,
and other additional services to the extent agreed upon by the parties, all of which are distinct from and in addition to those provided
by the Adviser pursuant to the existing investment management agreement between the Fund and the Adviser.. In consideration for such services,
commencing July 1, 2026, the Fund agreed to pay the Adviser an Administrative and Accounting Services Fee (the “ASA Fee”)
at an annual rate of 0.20% of the Fund’s average managed assets, calculated and paid monthly. For this purpose, “managed assets”
means the Fund’s net assets plus the principal amount of any outstanding borrowings plus the liquidation preference of any outstanding
preferred stock. Given the ASA Fee is at a significantly lower rate than the Underlying Fund Expense levels, and to ensure that the significant
net savings flow to the investors, the Adviser has elected to voluntarily waive a portion of the ASA Fee in an amount equal to the ASA
Fee which would otherwise be payable with respect to managed assets represented by the Fund’s investments in Institutional Investment
Funds. Based on the Fund’s investments as of July 1, 2026, this would result in a waiver of approximately 53% of the ASA Fee owed
to the Adviser. The ASA continues in effect until terminated and may be terminated at any time upon 60 days’ written notice, without
payment of any penalty, by a vote of a majority of the independent members of the Board of Trustees, by a vote of a majority of the outstanding
voting securities of the Fund, or by the Adviser. Any amendment to the ASA requires approval by the Board of Trustees, including a majority
of the independent members of the Board of Trustees.
The ASA is filed as Exhibit 10.1 hereto and incorporated herein
by reference. The foregoing description does not purport to be complete and is qualified in its entirety by reference to such exhibit.
Item 7.01Item 7.01 - Regulation FD Disclosure
Item 7.01 Regulation FD Disclosure.
On July 1, 2026, the Fund updated investors on the progress of its rotation
into direct real estate.
As of July 1, 2026, the Fund has closed approximately $250 million
of direct real estate investments and has approximately $450 million of direct real estate investments under contract or in its investment
pipeline.
The information disclosed under this Item 7.01 is being furnished and shall
not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 and shall not be deemed incorporated
by reference into any filing made under the Securities Act of 1933, except as expressly set forth by specific reference in such filing.