PGIM Private Real Estate Fund PerformancePGIMPrivateRealEstateFundPerformance

Past performance does not guarantee future results, and current performance may be lower or higher than the past performance data quoted. The investment return and principal value will fluctuate, and shares, when sold, may be worth more or less than the original cost.

Expenses are as of the most recent prospectus. Net expenses reflect expenses after fee waivers and/or expense reimbursements by PGIM Investments, if any.

* The Waiver Date is the date through which PGIM Investments has agreed to waive fees or reimburse expenses, if applicable. Expenses for the current year may exceed the Net expenses listed above due to exclusions from any applicable contractual waiver or reimbursement, which may fluctuate. PGIM Investments may recoup certain waived fees or reimbursed expenses. See the prospectus for more information.

Source of performance: PGIM. Total returns without sales charges describes the return to the investor before any sales charges are imposed. Total returns with sales charges describes the return to the investor after maximum sales charges are imposed. All returns assume share price changes, as well as the compounding effect of reinvested dividends and capital gains. Returns reflect fee waivers and/or expense reimbursements, including a management fee waiver that will extend through June 30, 2025. Without such, returns would be lower. Performance by share class may vary. Returns for periods greater than one year are annualized.

Past performance does not guarantee future results, and current performance may be lower or higher than the past performance data quoted. The investment return and principal value will fluctuate, and shares, when sold, may be worth more or less than the original cost. All statistics based on the aggregate fair value of the investment portfolio unless otherwise noted.

 

Annualized Distribution Rate reflects the Fund’s regular distribution annualized and divided by the Fund’s NAV. Distribution amounts and the frequency of distribution payments are subject to Board of Directors approval and may change. Distributions are not guaranteed and may be suspended. Distributions have been and may in the future be funded through sources other than cash flow. The estimated Return of Capital % (“ROC”) is 56.9% of the distribution paid in August. For the 2023 tax year, 33.3% of distributions for classified as ROC. The Fund cannot guarantee that it will make distributions, and if it does, it may fund such distributions from sources other than cash flow from operations, including the sale of assets, borrowings, return of capital or offering proceeds, and although the Fund generally expects to fund distributions from cash flow from operations, the Fund has not established limits on the amounts it may pay from such other sources. Because a distribution may include a return of capital, the distribution rate should not be confused with yield. For purposes of declaring and paying distributions, the Fund will determine its monthly net investment income to distribute in accordance with GAAP, which may differ from income tax regulations. For tax purposes, a distribution that for purposes of GAAP is composed of return of capital and net investment income may be subsequently re-characterized to also include capital gains. Stockholders will be informed of the tax characteristics of any distributions after the close of the Fund’s fiscal year. Please refer to the most recent Section 19 Notice, if applicable, for additional information regarding the estimated composition of distributions. Section 19 Notices may be found at https://www.pgim.com/investments/section-19-notices?fundid=Private-Funds. Distributions may also be funded in significant part, directly or indirectly, from temporary waivers or expense reimbursements borne by the Manager or its affiliates, that may be subject to reimbursement to the Manager or its affiliates. The repayment of any amounts owed to the Fund's affiliates will reduce future distributions to which you would otherwise be entitled.

Distribution amounts and the frequency of distribution payments are subject to Board of Directors approval and may change. Distributions are not guaranteed and may be suspended. Distributions have been and may in the future be funded through sources other than cash flow. The estimated Return of Capital % (“ROC”) is 51.9% of the distribution paid in October. For the 2023 tax year, 33.3% of distributions for classified as ROC. The Fund cannot guarantee that it will make distributions, and if it does, it may fund such distributions from sources other than cash flow from operations, including the sale of assets, borrowings, return of capital or offering proceeds, and although the Fund generally expects to fund distributions from cash flow from operations, the Fund has not established limits on the amounts it may pay from such other sources. Because a distribution may include a return of capital, the distribution rate should not be confused with yield. For purposes of declaring and paying distributions, the Fund will determine its monthly net investment income to distribute in accordance with GAAP, which may differ from income tax regulations. For tax purposes, a distribution that for purposes of GAAP is composed of return of capital and net investment income may be subsequently re-characterized to also include capital gains. Stockholders will be informed of the tax characteristics of any distributions after the close of the Fund’s fiscal year. Please refer to the most recent Section 19 Notice, if applicable, for additional information regarding the estimated composition of distributions. Section 19 Notices may be found at https://www.pgim.com/investments/section-19-notices?fundid=Private-Funds. Distributions may also be funded in significant part, directly or indirectly, from temporary waivers or expense reimbursements borne by the Manager or its affiliates, that may be subject to reimbursement to the Manager or its affiliates. The repayment of any amounts owed to the Fund's affiliates will reduce future distributions to which you would otherwise be entitled.

Fund Risks

Investing in the PGIM Private Real Estate Fund involves certain risks and may not be able to achieve its intended results for a variety of reasons, including, among others, the possibility that the Fund may not be able to successfully implement its investment strategy because of market, economic, regulatory, geopolitical and other conditions. The Fund’s risks include, but are not limited to, some or all of the risks discussed below. For further information on the Fund’s risks, please refer to the Fund’s Prospectus and Statement of Additional Information.

The Fund invests in
− real estate investments which pose certain risks related to overall and specific economic conditions as well as risks related to individual property, credit, and interest-rate fluctuations;
− commercial real estate industry which is dependent upon broad economic conditions;
− residential real estate industry, which is subject to various changes in real estate conditions, and any negative trends in real estate conditions may adversely affect the Fund’s investments through decreased revenues or increased costs;
− mezzanine loans that take the form of subordinated loans secured by a pledge of the ownership interests of either the entity owning the real property or the entity that owns the interest in the entity owning the real property;
− commercial mortgage-backed securities (“CMBS”), which are subject to particular risks, including lack of standardized terms, shorter maturities than residential mortgage loans and payment of all or substantially all of the principal only at maturity rather than regular amortization of principal;
− residential mortgage-backed securities (“RMBS”) are subject to the risks of defaults, foreclosure timeline extension, fraud, home price depreciation and unfavorable modification of loan principal amount, interest rate and amortization of principal accompanying the underlying residential mortgage loans;
− fixed income investments are subject to issuer, credit, market, and interest rate risks (including duration risk, prepayment risk, and extension risk), and their value will decline as interest rates rise;
− high yield (“junk”) bonds, which are subject to greater credit and market risks, including greater risk of default; may pay interest under mortgages or credit facilities, and receive interest payments on certain of its real estate-related securities, based on the London Interbank Offered Rate (“LIBOR”), which is the subject of recent national, international and regulatory guidance and proposals for reform;
− derivative securities, which may carry increased risk of principal loss due to imperfect correlation between the values of the derivatives and the underlying securities or unexpected price or interest rate movements and be subject to other risks such as market, credit, counterparty, leverage and liquidity risks;
− mortgage loans, which are subject to risks of delinquency and foreclosure and risks of loss that are greater than similar risks associated with loans made on the security of single-family residential property;
− and non-U.S. investments, which are subject to currency fluctuation, political uncertainty and different regulatory standards than those of U.S. companies.

The Fund is a newly organized, non-diversified, closed-end management investment company with no history of operations or public trading and is subject to all of the business risks and uncertainties associated with any new business. As a result, prospective investors have no track record or history on which to base their investment decision.

The Fund is subject to illiquid investment risk, in which many of the Fund’s investments will be illiquid, including the Fund’s real estate investments; liquidity risk, the Fund is designed primarily for long-term investors and an investment in the Fund’s Common Stock should be considered illiquid; and prime single tenant risk, in which the Fund’s revenue is dependent on the success and economic viability of its tenants. This offering is being made on a “best efforts” basis, meaning the Distributor and broker-dealers participating in the offering are only required to use their best efforts to sell shares and have no firm commitment or obligation to sell any of the shares. There is no guarantee that the Fund’s objective will be achieved or that dividends or distributions will be paid.

The Fund has a limited operating history and there is no assurance that the Fund will achieve its investment objective. This material must be read in conjunction with the Fund’s prospectus in order to fully understand all the implications and risks of an investment in the Fund. This material is neither an offer to sell nor a solicitation of an offer to buy securities. Prior to making an investment, investors should read the prospectus, including the “Risk Factors” section therein, which contain the risks and uncertainties that we believe are material to our business. This material includes information pertaining only to PGIM Private Real Estate Fund, Inc. Any recipient of this material acknowledges that their receipt of the material is not an approval to market or offer interests in the Fund. An investment in the Fund may not be in the best interest of, or suitable for, all investors. Alternative investments often are speculative, typically have higher fees than traditional investments, often include a high degree of risk and are suitable for eligible, long-term investors who are willing to forego liquidity and put capital at risk for an indefinite period of time. There can be no assurance that PGIM’s targets will be realized or that PGIM will be successful in finding investment opportunities that meet these anticipated return parameters. Returns will be lower after deduction of fees, expenses and taxes. Past performance is not indicative nor a guarantee of future returns. PGIM has not made any representation or warranty, expressed or implied, with respect to fairness, correctness, accuracy, reasonableness, or completeness of any of the information contained herein (including but not limited to information obtained from third parties unrelated to PGIM), and expressly disclaims any responsibility or liability therefor. PGIM has no responsibility to update any of the information provided in this summary document. Shares of the Fund may only be offered in jurisdictions where the Fund is authorized for distribution.

Investment products are distributed by Prudential Investment Management Services LLC, member FINRA and SIPC. PGIM Investments is a registered investment adviser. PGIM Real Estate is a unit of PGIM, a registered investment advisor. All are Prudential Financial affiliates. ©2024 Prudential Financial, Inc. and its related entities. PGIM, PGIM Investments, PGIM Real Estate, and the PGIM logo are service marks of Prudential Financial, Inc. and its related entities, registered in many jurisdictions worldwide.

This material is being provided for informational or educational purposes only and does not take into account the investment objectives or financial situation of any client or prospective clients. The information is not intended as investment advice and is not a recommendation. Clients seeking information regarding their particular investment needs should contact their financial professional.

INVESTMENT PRODUCTS | Are not insured by the FDIC or any federal government agency | May lose value | Are not a deposit of or guaranteed by any bank or any bank affiliate