The terms and guidelines herein are subject to change. *Portfolio Operating Income means (1) the Fund’s share of Net Operating Income (as defined in the Fund’s prospectus) from the Fund’s real estate equity investments; plus (2) the Fund’s net investment income (or loss) from debt, preferred equity investments and traded real estate-related securities; minus (3) the Fund’s expenses (excluding the incentive fee and distribution and servicing fees). 1. Pursuant to an Expense Limitation and Reimbursement Agreement, for three years from effectiveness of the Fund’s registration statement, the Manager has contractually agreed to waive its fees and/or reimburse expenses of the Fund so that certain of the Fund’s expenses, including organizational and offering expenses (excluding the Initial Organization and Offering Costs), among other expenses as specified in the Fund’s prospectus (“Specified Expenses”) will not exceed 0.50% of net assets (annualized). The Fund has agreed to repay these amounts, when and if requested by the Manager, but only if and to the extent that Specified Expenses are less than 0.50% of net assets (annualized) (or, if a lower expense limit is then in effect, such lower limit) within three years after the date the Manager waived or reimbursed such fees or expenses. 2 The Fund's Board of Directors may amend or suspend these share repurchases in its discretion if it deems such action to be in the best interest of shareholders. 3 Distribution amounts and the frequency of distribution payments are subject to Board of Directors approval and may change. 4 The Fund may incur debt, including unsecured and secured credit facilities representing up to 33 1/3% of the Fund’s total assets (less all liabilities and indebtedness not represented by Investment Company Act leverage) immediately after such borrowings. Investment/property level debt will be incurred by operating entities held by the Fund or by joint ventures entered into by one of the Fund’s operating entities and secured by real estate owned by such operating entities. The Fund does not expect to include such debt under the Fund level limitation unless required to under the Investment Company Act. 5 The Fund intends to elect to be taxed as a REIT beginning with the Fund’s taxable year ending December 31, 2023.The Fund intends to be taxed as a C corporation, and may be subject to U.S. federal income taxes and related state and local taxes, for its taxable year ending December 31, 2022. The Fund has entered into an agreement with the Manager under which the Manager has agreed to pay or reimburse the Fund for U.S. federal, state and local income taxes it may incur as a result of the Fund’s status as a C corporation for the taxable year ending December 31, 2022. Such amounts are not reimbursable to the Manager.

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.