Bluerock Fund sets new 0.20% admin services fee

Bluerock Private Real Estate Fund entered into a new Administrative Services Agreement with its adviser, Bluerock Fund Advisor, LLC, effective July 1, 2026.

Rhea-AI Filing Summary

Bluerock Private Real Estate Fund entered into a new Administrative Services Agreement with its adviser, Bluerock Fund Advisor, LLC, effective July 1, 2026. The adviser will provide administration, property-level, governance, compliance, exchange reporting, and other services related to the Fund’s growing direct real estate portfolio, separate from its existing investment management role.

The Fund will pay an Administrative and Accounting Services Fee at an annual rate of 0.20% of average managed assets, calculated and paid monthly, with “managed assets” defined to include net assets plus borrowings and preferred stock liquidation preference. The adviser has elected to voluntarily waive the portion of this fee tied to assets invested in Institutional Investment Funds, which based on holdings as of July 1, 2026 would amount to approximately 53% of the fee.

The Fund also reported progress on its rotation into direct real estate, stating it has closed approximately $250 million of direct real estate investments and has about $450 million of additional direct real estate investments under contract or in its investment pipeline. The agreement continues until terminated and may be ended on 60 days’ written notice by the independent trustees, shareholders, or the adviser.

Insights

Closed-end fund and REIT structure analyst

Bluerock formalizes admin services as it shifts from fund-of-funds to direct real estate.

Bluerock Private Real Estate Fund has signed an Administrative Services Agreement with its adviser, compensating it at 0.20% of average managed assets for a broad suite of operational, governance, compliance, and exchange-related services supporting direct real estate holdings.

A key detail is the adviser’s voluntary waiver of the fee portion tied to assets still in Institutional Investment Funds, estimated at about 53% of the ASA fee based on current investments. This indicates an intent for shareholders to benefit from lower underlying fund expenses as capital rotates into directly held properties.

The Fund disclosed it has closed roughly $250 million of direct real estate investments and has about $450 million more under contract or in its pipeline as of July 1, 2026. Subsequent filings may provide more detail on how the growing direct real estate portfolio affects overall expenses and net returns as the rotation progresses.

8-K Event Classification

3 items: 1.01, 7.01, 9.01

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Administrative and Accounting Services Fee rate: 0.20% of average managed assets Estimated ASA fee waiver: Approximately 53% of ASA Fee Closed direct real estate investments: $250 million +2 more

5 metrics

Administrative and Accounting Services Fee rate 0.20% of average managed assets Annual rate under Administrative Services Agreement, from July 1, 2026

Estimated ASA fee waiver Approximately 53% of ASA Fee Portion waived on managed assets in Institutional Investment Funds as of July 1, 2026

Closed direct real estate investments $250 million Direct real estate investments closed as of July 1, 2026

Direct real estate under contract or pipeline $450 million Direct real estate investments under contract or in pipeline as of July 1, 2026

Termination notice period for ASA 60 days Written notice required by independent trustees, shareholders, or adviser

Key Terms

Administrative Services Agreement, Underlying Fund Expenses, managed assets, Institutional Investment Funds, +1 more

5 terms

Administrative Services Agreement financial

"entered into an Administrative Services Agreement (the “ASA”) with Bluerock Fund Advisor, LLC"

Underlying Fund Expenses financial

"investments in Institutional Investment Funds bear significant expenses at the underlying fund level (“Underlying Fund Expenses”)"

managed assets financial

"an annual rate of 0.20% of the Fund’s average managed assets, calculated and paid monthly"

Managed assets are the financial investments—such as stocks, bonds, cash, or real estate—that a professional firm or advisor oversees and makes decisions about on behalf of clients. They matter to investors because the amount and performance of these assets influence a manager’s revenue, reputation, and the client’s potential returns, much like the size and health of a garden reflect a gardener’s skill and likely harvest.

Institutional Investment Funds financial

"the Fund's investments in Institutional Investment Funds bear significant expenses at the underlying fund level"

Regulation FD regulatory

"Exchange Act Reporting and Regulation FD Compliance, and other additional services"

Regulation FD is a rule that prevents company insiders, like executives, from sharing important information with some people before others get it. It matters because it helps ensure all investors have equal access to key news, making the stock market fairer and reducing chances of insider trading.

FAQ

What new agreement did Bluerock Private Real Estate Fund (BPRE) enter on July 1, 2026?

Bluerock Private Real Estate Fund entered an Administrative Services Agreement with Bluerock Fund Advisor, LLC. The adviser will provide administration, property-level, governance, compliance, and NYSE-related services supporting the Fund’s direct real estate investments, separate from its existing investment management agreement.

How is the new Administrative and Accounting Services Fee for BPRE calculated?

The Administrative and Accounting Services Fee is set at an annual rate of 0.20% of the Fund’s average managed assets. Managed assets include net assets plus the principal of any outstanding borrowings and the liquidation preference of any outstanding preferred stock, with the fee calculated and paid monthly.

What fee waiver did Bluerock Fund Advisor agree to under the ASA with BPRE?

Bluerock Fund Advisor voluntarily agreed to waive the portion of the ASA fee tied to managed assets invested in Institutional Investment Funds. Based on the Fund’s investments as of July 1, 2026, this waiver would equal approximately 53% of the ASA fee otherwise payable to the adviser.

How far has Bluerock Private Real Estate Fund progressed in rotating into direct real estate?

As of July 1, 2026, Bluerock Private Real Estate Fund has closed about $250 million of direct real estate investments. It also reports approximately $450 million of additional direct real estate investments under contract or in its investment pipeline, reflecting substantial rotation activity.

Can the Administrative Services Agreement between BPRE and its adviser be terminated?

Yes. The Administrative Services Agreement continues until terminated but may be ended at any time on 60 days’ written notice. Termination can be initiated by a majority of independent trustees, a majority of outstanding voting securities of the Fund, or by the adviser itself, without any penalty payment.

What types of services are covered by BPRE’s new Administrative Services Agreement?

The agreement covers Joint Venture Administration, Property Operations, Property-Level Debt Administration, subsidiary and entity governance, legal and compliance services, REIT qualification monitoring, accounting and tax services for direct real estate, NYSE listing compliance, proxy and annual meeting processes, and Exchange Act reporting and Regulation FD compliance.

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Accepted by SEC EDGAR 07/02/2026 - 05:28 PM Learn about SEC filing dates

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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): July 1, 2026

BLUEROCK PRIVATE REAL ESTATE FUND

(Exact name of registrant as specified in its charter)

Delaware	001-43017	46-0724240
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification Number)

919 Third Ave, 40th Floor

New York, NY 10022

(Address of principal executive offices, including zip code)

(844) 819-8287

(Registrant's telephone number, including area code)

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 (see General Instruction A.2. below):

[ ] 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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Shares	BPRE	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company [ ]

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]

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 7.01 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.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
10.1	Administrative Services Agreement, dated July 1, 2026, by and between Bluerock Private Real Estate Fund and Bluerock Fund Advisor, LLC.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

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

BLUEROCK PRIVATE REAL ESTATE FUND

Date: July 2, 2026

By: /s/ Jordan Ruddy

Name: Jordan Ruddy

Title: President

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

• EX-10.1 fp0099747-1_ex101.htm 33.9 KB

Other Documents

• EX-101 XBRL SCHEMA FILE 2.9 KB
• EX-101 XBRL LABEL FILE 33.4 KB
• EX-101 XBRL PRESENTATION FILE 21.8 KB