Morris Kandinov LLP Announces Investigation of Bluerock Private Real Estate Fund (NYSE: BPRE)

NEW YORK--(BUSINESS WIRE)--Morris Kandinov LLP has announced an investigation of Bluerock Private Real Estate Fund (NYSE: BPRE) (the "Fund"), formerly known as Bluerock Total Income+ Real Estate Fund, its Board of Trustees (the "Board"), and its investment adviser, Bluerock Fund Advisor, LLC (the "Adviser"), for potential breaches of duty and other violations of law in connection with the Fund's conversion from an interval fund to a listed closed-end fund. Shareholders previously had the ability to redeem shares at the Fund's net asset value per share ("NAV"); as of today, the shares trade at an approximately 47% discount to NAV.

Background

For more than a decade, the Fund operated as Bluerock Total Income+ Real Estate Fund and grew to a peak of more than $7 billion in net assets. However, beginning in late 2022, shareholder redemption requests began to mount, and the Fund's net assets declined to less than $4 billion by 2025. As an interval fund, the Fund had offered shareholders regular liquidity through repurchases at prices based on the Fund's NAV, which accounted for a portion of the decline.

On July 28, 2025, in an apparent attempt to stem the outflow of redemptions, the Fund sought shareholder approval to convert to a listed closed-end fund. After the conversion, the primary means for shareholders to sell their shares would be in the market at a market price, not necessarily NAV. The solicitation materials emphasized that a listing would allow shareholders to buy and sell Fund shares daily. While they acknowledged that the shares could trade at a "substantial" discount to NAV, the solicitation materials described that discount as likely to be "more pronounced for a period of time following the listing," suggesting a temporary dislocation rather than deep and persistent discounts.

The Listing and the Discount

On December 16, 2025, the Fund's shares began trading on the New York Stock Exchange. The share price quickly traded down to a discount of more than 35% to the Fund's reported NAV, which persisted and only deepened over time. Nine months later, the shares continue to trade at around a 47% discount.

What the Board Knew

Before the Fund’s conversion, a number of other registered funds had made similar conversions from unlisted vehicles into exchange-listed closed-end funds. Trading data would have been available to the Board showing that the shares of those funds traded at substantial, persistent discounts to NAV after listing and continued to do so long after their listings. The Board would have known these facts but continued to solicit shareholder approval in support of the conversion anyway, likely on the recommendation of the Adviser.

Morris Kandinov LLP is investigating what exactly the Board and the Adviser knew and expected would happen with the Fund’s shares after the conversion, why shareholders were nonetheless led to expect that any discount to NAV would be short-lived, and whether the Board's and the Adviser's economic interests in completing the conversion, including the Adviser’s financial interest in stemming redemptions, influenced the decision.

Shareholders of the Fund who purchased shares before the December 2025 listing, or who continue to hold shares today, are encouraged to contact the firm to discuss the investigation.

Morris Kandinov LLP is a national law firm that specializes in recovering investment losses and protecting stockholder rights. We often work on contingency. Our attorneys have made substantial recoveries for investors in jurisdictions across the country and we were recognized as a Top 25 Firm by ISS Securities Class Action Services.

The firm's investigation is continuing. The statements above reflect our views at the time and are subject to change as additional information is received. Please contact us to further discuss or to provide information regarding this matter.