Bluerock Widens SEC Co-Investment Application to Cover Open-End Funds
Bluerock has filed a third amendment to its application for SEC co-investment exemptive relief, broadening the scope of the order it is seeking to include open-end registered funds – not just closed-end vehicles and business development companies – the most significant expansion since it was first submitted in April.
The updated application, filed with the U.S. Securities and Exchange Commission on Monday, covers two existing Bluerock entities: Bluerock Private Real Estate Fund (NYSE: BPRE), the firm’s NYSE-listed closed-end fund, and Bluerock High Income Institutional Credit Fund, a nontraded closed-end fund. The revised definition of “future regulated fund” — the catch-all category that would allow additional Bluerock vehicles to rely on the same order without separate applications — now encompasses open-end management investment companies as well as closed-end funds and BDCs. The earlier versions of the application were limited to closed-end structures.
The revision indicates Bluerock is laying legal groundwork for a broader product lineup, one that could eventually include open-end or interval-fund structures eligible to co-invest alongside BPRE and the firm’s affiliated private funds. The amendment also adds successor-entity language for the fund advisers, a technical clarification that ensures the relief survives any future reorganization of the advisory entities.
The application is one of several steps Bluerock has taken since BPRE’s December 2025 NYSE listing to position the fund – and the broader Bluerock complex – for its next chapter as a listed fund manager. Shareholders approved the listing in a September 2025 special meeting after an earlier vote fell short of the needed threshold. The fund, formerly known as Bluerock Total Income+ Real Estate Fund, or TI+, began trading on the NYSE on Dec. 16, 2025, opening at a substantial discount to net asset value.
In the months since, the firm has moved to build out BPRE’s infrastructure as a functioning listed fund. In December, it announced a switch to monthly distributions and an increased distribution rate. In its most recent semi-annual shareholder letter, Bluerock identified $47 million in annual expense savings from the structural transition to a listed format, and it set an 8% to 8.5% distribution rate on NAV as a target, saying it expects the June 2026 distribution to push the rate above the midpoint of that range.
Co-investment exemptive relief is a standard but consequential piece of that infrastructure. Sections 17(d) and 57(a)(4) of the Investment Company Act of 1940 generally prohibit registered funds from engaging in joint transactions with affiliates. An exemptive order from the SEC – which is routine for asset managers running multiple fund vehicles – allows BPRE and the High Income Institutional Credit Fund to invest alongside other Bluerock-affiliated entities in the same transactions, subject to conditions designed to protect fund shareholders from overreaching.
The application cites a cluster of similar orders granted to other asset managers in 2025 as precedent, including relief issued to FS Credit Opportunities Corp., Sixth Street Specialty Lending, Blue Owl Capital, and BlackRock Growth Equity Fund, all approved in early 2025.
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