Prudential Real Estate Income Fund, Inc. Sample Contracts

PRUDENTIAL REAL ESTATE INCOME FUND, INC. SUBADVISORY AGREEMENT
Subadvisory Agreement • July 26th, 2013 • Prudential Real Estate Income Fund, Inc. • New York

Agreement made the day of , 2013 between Prudential Investments LLC (PI or the Manager), a New York limited liability company, and Prudential Investment Management, Inc. (PIM), a New Jersey corporation.

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PRUDENTIAL REAL ESTATE INCOME FUND, INC. MANAGEMENT AGREEMENT
Management Agreement • July 26th, 2013 • Prudential Real Estate Income Fund, Inc. • New York

Agreement made the day of , 2013 between Prudential Real Estate Income Fund, Inc. (the Fund), a Maryland corporation, and Prudential Investments LLC, a New York limited liability company (the Manager).

AMENDMENT
Custody Agreement • August 15th, 2013 • Prudential Real Estate Income Fund, Inc.

AMENDMENT made as of August 12, 2013 to that certain Custody Agreement dated as of November 7, 2002, as amended from time to time, between each Fund listed on the attached Schedule A thereto, , including any series thereof (the “Fund”) and The Bank of New York Mellon (formerly, The Bank of New York) (“Custodian”) (such Global Custody Agreement hereinafter referred to as the “Custody Agreement”). Capitalized terms not otherwise defined herein shall have the meaning assigned to them pursuant to the Custody Agreement.

Second Amendment to Transfer Agency and Service Agreement
Transfer Agency and Service Agreement • August 15th, 2013 • Prudential Real Estate Income Fund, Inc. • New Jersey

This Second Amendment (“Amendment”), effective as of August 12, 2013 (“Effective Date”), is to the Transfer Agency and Service Agreement (the “Agreement”) dated March 8, 2012, by and among Computershare Inc., and its fully owned subsidiary Computershare Trust Company, N.A. (collectively, “Transfer Agent”) and each of the Prudential Investments Closed-End Companies listed on Exhibit A attached to the Agreement (each, a “Company”).

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