Fidelity Core Real Estate Fund Files 8‑K: New Share Classes & Private Offering

What Happened
On August 20, 2026, Fidelity Core Real Estate Fund filed an 8‑K reporting amendments to its governing documents to create three new share classes—Class I, Class S and Class F—and related unit classes in its operating partnership. The company executed an Amended and Restated Declaration of Trust, a Third Amended and Restated Investment Management Agreement, a Third Amended and Restated Limited Partnership Agreement, and a Dealer Manager Agreement to facilitate a continuous private offering under Rule 506(b) of Regulation D. The filing also amends the fund’s distribution reinvestment plan (DRIP) and share repurchase plan to incorporate the new share classes.

Key Details

• Effective August 20, 2026, all existing common shares and partnership units were converted into Class I Shares and Class I Units, respectively.
• The Declaration of Trust authorizes an unlimited number of Class I, Class S and Class F shares and sets voting, liquidation and conversion mechanics (e.g., automatic conversion of Class S/F into Class I on certain events).
• Class I shares sold by a broker‑dealer, registered investment adviser or other financial intermediary may automatically convert into Class F shares if that intermediary reaches an aggregate sales threshold.
• The Third Amended and Restated IMA sets management fee terms by share class and allows the investment manager (Fidelity Diversifying Solutions, LLC) to waive reimbursement rights for certain offering and organizational expenses.
• Dealer Manager Agreement (with Fidelity Distributors Company LLC) provides for best‑efforts offer and sale of new shares to accredited investors via FINRA brokers, RIAs and other authorized selling participants.
• DRIP and Share Repurchase Plan were amended and restated to include the new share classes and update the website reference for monthly transaction pricing.

Why It Matters
These changes create distinct share classes that can carry different fee structures and distribution/servicing arrangements, and they formalize a continuing private offering to accredited investors. For current holders, the automatic conversions and new class mechanics could affect how shares are classified for fees, repurchases and reinvestment. The investment manager’s ability to waive reimbursement of offering costs may reduce near‑term expense pressures on the fund. The filing does not report earnings, asset sales, or officer changes—it focuses on the fund’s capital structure and offering mechanics.