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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
