Bluerock Total Income (plus) Real Estate Fund
For the period ended Sep 3, 2025. Filed Jul 28, 2025.
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Sep 3, 2025 · Filed Jul 28, 2025
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DEF 14A 1 btiprefdef14a072025.htm
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. __)
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Filed by a Party other than the Registrant [ ]
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| [ ] | Preliminary Proxy Statement |
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| [ ] | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| [X] | Definitive Proxy Statement |
| [ ] | Definitive Additional Materials |
| [ ] | Soliciting Material Pursuant to Sec. 240.14a-11(c) or Sec. 240.14a-12 |
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Your action is required. Please vote today.
Dear Shareholder:
The enclosed Proxy Statement contains information regarding 14 proposals (each a “Proposal”) from the Board of Trustees (the “Board”) of the Bluerock Total Income+ Real Estate Fund (the “Fund”) to be voted on at the Fund’s two special meetings of shareholders to be held on September 3, 2025 (the “Meetings”).
The Meetings will be held in a virtual meeting format only, via live webcast for the convenience of our shareholders. We believe the virtual meeting format enhances stockholder access, participation and communication, while reducing costs for both the Fund and its shareholders. The virtual meeting has been designed to provide the same rights to participate as you would have at an in-person meeting. Shareholders of record may attend the Meetings and vote by visiting the website listed on your proxy card. You will need to provide your control number that is on your proxy card.
The first special meeting of shareholders is to be held at 10:00 a.m., Eastern Time (the “First Meeting”), and the second special meeting of shareholders is to be held at 10:30 a.m., Eastern Time (the “Second Meeting”). As discussed in more detail in the enclosed Proxy Statement, the Meetings are being held to seek shareholder approval of 14 proposals related to the Fund.
At the First Meeting, shareholders will be asked to approve the election or re-election of the Trustees of the Fund.
At the Second Meeting, shareholders will be asked to approve a series of proposals intended to facilitate a listing of the Fund on the New York Stock Exchange (“NYSE”), including (i) the elimination of the Fund’s fundamental policy of making quarterly repurchase offers for no less than 5% of the Fund’s shares outstanding at net asset value; (ii) certain specific changes to the Fund’s Agreement and Declaration of Trust, as amended to date, as well as other changes generally addressed; and (iii) to approve Amended and Restated By-Laws for the Fund. The proposed changes to the Fund’s governing documents will change shareholders’ rights, as outlined further in the Proxy Statement. Shareholders will also be asked to approve an adjournment to solicit additional proxies if there is a quorum, but insufficient proxies to approve the foregoing proposals. The Fund is holding two meetings to facilitate the separate consideration of routine and non-routine matters. By considering only routine matters at the First Meeting, the Fund is attempting to reduce solicitation expenses. See the Proxy Statement for more information.
We believe that converting the Fund to a listed closed-end structure confers several compelling benefits to shareholders:
| 1. | Daily Tradability for Investors: The Fund’s current interval fund structure has historically provided quarterly liquidity of up to 5% of the Fund’s outstanding shares per quarter, and the Fund has successfully offered over $4.3 billion in liquidity over the last three years. However, like other real estate interval funds distributed through the wealth channel, over the last several quarters redemption requests have significantly exceeded the 5% figure, and as a result recent repurchase requests have been subject to significant prorations, with investors only receiving an average of |
20% of their repurchase requests over the last year. Converting the Fund to a listed vehicle on the NYSE (or similar national securities exchange) would provide for daily tradability without prescribed limitations. Approval of Proposal 2 and the related listing of the Fund’s shares on the NYSE would allow investors to sell their shares on a public exchange at their market price rather than requesting that the Fund repurchase shares at net asset value (“NAV”), allowing those investors seeking to exit the Fund to do so without inhibiting the ability of the Fund’s investment advisor (the “Advisor”) to manage the Fund to maximize shareholder value. This, in turn, benefits the vast majority of shareholders seeking to remain invested in the Fund.
| 2. | Enhanced Total Return Potential: Institutional real estate pricing has retreated to levels last seen in the wake of the Great Financial Crisis, on an inflation adjusted basis, creating an attractive environment to purchase assets, and correspondingly, an unattractive environment to dispose of assets. However, the Fund’s obligation to supply quarterly liquidity to fund the repurchase requests is creating a “Liquidity Mismatch, ” which is inhibiting the Fund’s ability to make new investments to take advantage of today’s compelling values to maximize total returns for shareholders. In addition, such Liquidity Mismatch would likely force the Fund to cut its distribution rate, and could compel the Fund to sell out of its high conviction assets at depressed pricing, which, on occurrence, would negatively impact future returns. Further, such Liquidity Mismatch would negatively impact the Fund’s ability to refinance or renew its existing debt at attractive rates. Approval of Proposal 2 and the related listing of the Fund’s shares on the NYSE would solve this Liquidity Mismatch by allowing investors who seek to exit by selling their shares in the market, allowing the Fund to prioritize accretive allocation of capital to enhance total returns in contrast to becoming a forced seller of assets to fund repurchases at an unattractive point in the real estate cycle. |
| 3. | Potential for Increased, More Frequent Distributions: The elimination of the Liquidity Mismatch outlined above would provide the Fund the ability to allocate funds to today’s higher income investment opportunities, which in turn should allow the Fund to increase its distributions significantly. Additionally, the Advisor anticipates a positive change to cash flow as a result of lower operating expenses, as discussed below. The Advisor believes it will be able to increase the Fund’s distribution rate significantly above its historical distribution rate of 5.25%, and anticipates eventually being able to achieve a distribution rate of 8%. Switching to a listed closed-end fund would also allow for the possibility of moving the Fund from quarterly distributions to monthly distributions. As is currently the case, the Fund’s distribution rate will not be fixed or guaranteed and may consist of a return of capital. The Fund’s distribution policy is subject to change. |
| 4. | Lower Operating Expenses: Converting to a listed closed-end fund is expected to reduce the Fund’s annual operating expenses by approximately $8 – $10 million per year compared to the Fund’s historical operating expenses as an interval fund, as a listed fund requires fewer services, which savings will directly benefit shareholders, potentially translating to higher net returns. The Fund’s total annual operating expenses are expected to decrease due to the Fund having lower transfer agency fees, the elimination of certain distribution and shareholder servicing fees and additional cost reductions associated with the elimination of quarterly repurchase offers, as discussed further below. |
| 5. | Access to Lower Cost Debt; Potential for Investment Grade Rating: The Advisor believes that eliminating the fundamental policy to make repurchase offers will improve the Fund’s access to lower cost debt and its ability to achieve an investment grade rating. The Advisor believes the Fund’s current required quarterly repurchase policy (and the associated outflow of cash in a non-accretive manner) makes the Fund less attractive to potential lenders and rating agencies than a closed-end fund without such a policy and by eliminating this policy, the Fund will have better access to lower cost debt and improved chances of achieving an investment grade rating. Although there is no guarantee the Fund will achieve an investment grade rating, such a rating would enhance |
the Fund’s financing options and potentially further lower borrowing costs, contributing to potentially higher net returns.
There are potential disadvantages associated with the Fund being listed on an exchange. These include the expectation that the Fund will likely trade at a discount to its NAV at times, particularly following the listing as some shareholders take advantage of newly available secondary market liquidity, and the potential for the Fund to become a target of arbitrage investors and investor take-over attempts.
Notwithstanding the various proposals described herein, the Fund’s investment objective and investment policies will remain unchanged. The Advisor, consistent with past practice, will regularly evaluate the Fund’s investment strategies and their effectiveness in achieving the Fund’s investment objective and may adjust as it deems appropriate in its judgment based on market conditions. In connection with the conversion from an interval fund to a listed closed-end fund, the Advisor expects to be able to allocate additional funds to higher income investment opportunities, as the conversion will eliminate the requirement to fund quarterly repurchase offers, reducing the need to hold cash reserves and liquid securities. Certain changes to the Fund’s portfolio management team will also be implemented, with Ryan MacDonald joining Jordan Ruddy on the Fund’s portfolio management team as lead portfolio managers in connection with the departure of Adam Lotterman, who has elected to leave the Advisor effective August 1 st to pursue other opportunities. Mr. MacDonald is Bluerock’s Chief Investment Officer and has been a longstanding member of the Advisor’s investment committee. Mr. MacDonald has extensive experience with publicly traded companies. Please see the Proxy Statement for more information about Mr. MacDonald. Further, in connection with the conversion of the Fund to a listed fund, Mercer Investments LLC and RREEF America L.L.C. will no longer serve as investment sub-advisors to the Fund. No change to the Fund’s management fee is presently proposed.
The Board unanimously recommends that you vote “FOR” each Trustee Nominee and “FOR” each of Proposals 2-14.
Sincerely, /s/Ramin Kamfar Ramin Kamfar Chairman of the Board Bluerock Total Income+ Real Estate Fund
YOUR VOTE IS IMPORTANT
The enclosed Proxy Statement describes the voting process for shareholders. Shareholders will be asked to vote on the Proposals at two special meetings of shareholders to take place on September 3, 2025 at 10:00 a.m., Eastern Time and 10:30 a.m., Eastern Time. Voting today by proxy will save the Fund the cost of future mailings and other communications to solicit shareholder votes.
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