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 Real Estate Fund Inc. (the “Fund”) involves risks, including the risk that a shareholder may receive little or no return on his or her investment or that a shareholder may lose part or all of his or her investment. The Fund should be considered a speculative investment that entails substantial risks, and a prospective investor should invest in the Fund only if they can sustain a complete loss of their investment. Investors should consider carefully the risks before investing in the Fund. Below is a summary of some of the principal risks of investing in the Fund:

Limited History of Operations. The Fund is a non-diversified, closed-end management investment company with limited 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 limited track record or history on which to base their investment decision;

General, Market and Economic Risks which involves certain risks and the Fund 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 (including those associated with COVID-19 or other infectious disease outbreaks);

Repurchase Offers Risk in which the Fund is an “interval fund” and, in order to provide liquidity to shareholders, the Fund, subject to applicable law, will conduct quarterly repurchase offers of the Fund’s outstanding common stock (“Common Shares”) at NAV. There is no secondary market for the fund’s shares and none is expected to develop. Investors should consider shares of the fund to be an illiquid investment;

Illiquid Investment Risk, to the extent consistent with the applicable liquidity requirements for interval funds under Rule 23c-3 of the Investment Company Act of 1940, the Fund may invest without limit in illiquid securities;

Distributions Risk, as there can be no assurance that the Fund will achieve investment results that will allow the Fund to make a specified level of cash distributions or maintain certain levels of cash distributions. Distributions may constitute return of capital and may reduce an investor’s adjusted tax basis. Any capital returned through distributions will be distributed after payment of fees and expenses;

Liquidity Risk, as the Fund is designed primarily for long-term investors and an investment in the Fund’s Common Shares should be considered illiquid;

Valuation Risk, as the value of certain of the Fund’s investments will be difficult to determine and the valuation determinations made by the Manager and Subadviser with respect to such investments will likely vary from the amounts the Fund would receive upon sale or disposition of such investments;

Real Estate Investment Risk, as the Fund’s investments in real estate investments 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 Risk, as the Fund’s investments in commercial real estate industry are dependent upon broad economic conditions;

Residential Real Estate Industry Risk, as the Fund’s investments in residential real estate industry are 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;

Reliance on Investment Professionals. As of the date of this prospectus, the Fund has made a limited number of investments and the success of the Fund will therefore depend on the ability of the Fund’s manager and/or the subadvisers and their respective affiliates to identify and consummate suitable investments and to, when relevant, exit investments of the Fund prudently;

Selection Risk. Selection risk is the risk that the investments selected by the Fund’s subadviser will underperform the broader real estate market, relevant indices, or other funds with similar investment objectives and investment strategies.

Delay in Use of Proceeds Risk, as although the Fund currently intends to invest the proceeds from any sale of the Common Shares offered hereby within three months from receipt thereof, such investments may be delayed if suitable investments are unavailable at the time;

Competition Risk, as identifying, completing and realizing attractive portfolio investments is competitive and involves a high degree of uncertainty;

Non-Diversification Risk. The Fund is “non-diversified,” which means that the Fund may invest a significant portion of its assets in the securities of a smaller number of issuers than a diversified fund;

Joint Venture Risk, including Real Estate Joint Venture Risk, as the Fund may enter into joint ventures with third parties and/or affiliates of the Manager or Subadviser to make investments, and such investments may involve risks and conflicts of interest not otherwise present with other methods of investment;

Recourse Financings Risk, as in certain cases, financings for the Fund’s commercial real estate properties may be recourse to the Fund. While the Manager expects to negotiate indemnities from joint venture partners to protect against risks related to such financings, there remains the possibility that the acts of such joint venture partner could result in liability to the Fund under certain guarantees;

Prime Single Tenant Risk, as the Fund depends on its tenants for revenue, and therefore the Fund’s revenue is dependent on the success and economic viability of its tenants;

Mortgage Loan Risk, as the Fund’s investments in mortgage loans 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;

Mezzanine Loan Risk, as the Fund’s investments in mezzanine loans 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;

CMBS Risk, as the Fund’s investments in commercial mortgage-backed securities (“CMBS”) 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;

RMBS Risk, as the Fund’s investments in 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;

ABS Risk, as the Fund’s investments in asset-backed securities (“ABS”) are subject to risks that that the ability of an issuer of ABS to enforce its security interest in the underlying assets or to otherwise recover from the underlying obligor may be limited;

Fixed Income Instruments Risk, as the Fund’s investments in fixed income instruments are subject to issuer risk, interest rate risk, duration risk, floating-rate and fixed-to-floating rate securities, prepayment risk, extension risk, reinvestment risk, spread risk, credit risk and refinancing risk, and their value will decline as interest rates rise;

Below Investment Grade (high yield or junk bond) Instrument Risk, as the Fund’s investments in high yield (“junk”) bonds are subject to greater credit and market risks, including greater risk of default;

Capital Markets Risk. The Fund expects to fund a portion of its private real estate investments with property-level financing. There can be no assurance that any financing will be available in the future on acceptable terms, if at all, or that it will be able to satisfy the conditions precedent required to use its credit facilities, if entered into;

Inflation Risk, as wages and prices of inputs increasing during periods of inflation may negatively impact returns on the Fund’s investments;

Derivatives Risk, as the Fund may invest in derivative instruments, such as options contracts, futures contracts, options on futures contracts, indexed securities, credit linked notes, credit default swaps and other swap agreements for investment, hedging and risk management purposes;

Leverage Risk, as the Fund may utilize leverage, but there can be no assurance that the Fund will do so, or that, if utilized, it will be successful during any period in which it is employed. Leverage is a speculative technique that exposes the Fund to greater risk and higher costs than if it were not implemented;

Potential Conflicts of Interest Risk. The Fund’s manager and subadvisers serve as adviser or subadvisers to other vehicles that have the same or similar investment objectives and investment strategies to those of the Fund. As a result, the manager and the Fund’s portfolio managers may devote unequal time and attention to the management of the Fund and those other funds and accounts;

Allocation of Investment Opportunities Risk, since certain other existing or future funds, investment vehicles and accounts managed by the Fund’s manager and its affiliates and PGIM-affiliated proprietary entities invest in securities, properties and other assets in which the Fund may seek to invest;

Best Efforts Offering Risk. This offering is being made on a “best efforts” basis, meaning the Fund’s 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;

Anti-Takeover Provisions Risk, as certain provisions of the Fund’s charter and bylaws could have the effect of limiting the ability of other entities or persons to acquire control of the Fund or to modify the Fund’s structure;

Incentive Fee Risk, as the Fund’s incentive fee may create an incentive for the manager to make investments in order to maximize portfolio operating income under the incentive fee even if such investments may not benefit the Fund’s net asset value, cause us to use more leverage than it otherwise would in the absence of the incentive fee or to otherwise make riskier investments on the Fund’s behalf;

Non-U.S. Investment Risk, as the Fund may invest in real estate located outside the United States and real estate debt issued in, and/or backed by real estate in, countries outside the United States, which are subject to currency fluctuation, political uncertainty and different regulatory standards than those of U.S. companies;

Property Manager Risk, as the manager will hire property managers (including affiliates and partners) to manage the Fund’s properties and leasing agents to lease vacancies in the Fund’s properties, and the success of the Fund’s business may depend in large part on the ability of its property managers to manage the day-to-day operations and the ability of our leasing agents to lease vacancies in the Fund’s properties;

Risks Related to the Fund’s REIT Status, the Fund’s qualification as a REIT involves the application of highly technical and complex Code provisions for which only a limited number of judicial or administrative interpretations exist. If the Fund fails to continue to qualify as a REIT, it would be taxable as a corporation and would be subject to corporate income tax, any such taxes would reduce the amount distributable to investors;

Tax Risks of Investing in the Fund. Even if the Fund qualifies and maintains its status as a REIT, it may become subject to U.S. federal income taxes and related state and local taxes.

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.