PGIM Private Real Estate Fund, Inc. SUBADVISORY AGREEMENTSubadvisory Agreement • June 6th, 2022 • PGIM Private Real Estate Fund, Inc. • New York
Agreement made as of this 4th day of April, 2022 between PGIM Investments LLC (“PGIM Investments” or the “Manager”), a New York limited liability company, and PGIM, Inc. (“PGIM” or the “Subadviser”), a New Jersey corporation.
PGIM PRIVATE REAL ESTATE FUND, INC. FORM OF DEALER AGREEMENTDealer Agreement • June 6th, 2022 • PGIM Private Real Estate Fund, Inc. • New Jersey
PGIM PRIVATE REAL ESTATE FUND, INC. Form of Distribution AgreementDistribution Agreement • June 6th, 2022 • PGIM Private Real Estate Fund, Inc. • New Jersey
THIS DISTRIBUTION AGREEMENT is made as of [ ], 2022 between PGIM Private Real Estate Fund, Inc. (the “Fund”) and Prudential Investment Management Services LLC, a Delaware limited liability company (the “Distributor”).
PGIM PRIVATE REAL ESTATE FUND, INC. MANAGEMENT AGREEMENTManagement Agreement • June 6th, 2022 • PGIM Private Real Estate Fund, Inc. • New York
Agreement made the 4th day of April 2022 between PGIM Private Real Estate Fund, Inc. (the “Fund”), a Maryland corporation, and PGIM Investments LLC, a New York limited liability company (the “Manager”).
PGIM Strategic Investments, Inc. 655 Broad Street Newark, NJ 07102 Prudential Insurance Company of America Newark, NJ 07102Shareholder Agreement • June 6th, 2022 • PGIM Private Real Estate Fund, Inc. • New Jersey
This letter agreement (this “Agreement”) sets forth the commitment of the parties set forth on Schedule A (the “Sponsors”), subject to the terms and conditions contained herein, to purchase, or cause the purchase of, shares of common stock of PGIM Private Real Estate Fund, Inc., a Maryland corporation registered as a closed-end management investment company under the Investment Company Act of 1940 (the “Fund”). The Sponsors and the Fund hereby agree as follows:
TO CUSTODY AGREEMENTCustody Agreement • June 6th, 2022 • PGIM Private Real Estate Fund, Inc. • New York
Amendment made as of March 30, 2022 (the “Effective Date”) 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 (each, a “Fund”) and The Bank of New York Mellon (formerly, The Bank of New York) (“Custodian”) (such Custody Agreement, as amended, 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.
ADDENDUM TO FUND ADMINISTRATION AND ACCOUNTING AGREEMENTFund Administration and Accounting Agreement • June 6th, 2022 • PGIM Private Real Estate Fund, Inc.
REAL ESTATE FUND ACCOUNTING SERVICES ADDENDUM made as of March 30, 2022 (the “Effective Date”), to that certain Fund Administration and Accounting Agreement dated as of February 3, 2006 (as amended, restated, supplemented or otherwise modified, the “Agreement”) by and between each Fund listed on Exhibit A thereto (including any series thereof, each a “Fund”) and The Bank of New York Mellon (“Bank”).
AMENDMENTFund Administration and Accounting Agreement • June 6th, 2022 • PGIM Private Real Estate Fund, Inc. • New York
Amendment made as of March 30, 2022 to that certain Fund Administration and Accounting Agreement dated as of February 3, 2006, as amended from time to time, between each Fund listed on the attached Schedule A thereto, including any series thereof (collectively, the “Funds”) and The Bank of New York Mellon (formerly, The Bank of New York) (“BNY”) (such Fund Administration and Accounting Agreement, as amended, hereinafter referred to as the “Accounting Agreement”). Capitalized terms not otherwise defined herein shall have the meaning assigned to them pursuant to the Accounting Agreement.
AMENDMENTTransfer Agency and Service Agreement • June 6th, 2022 • PGIM Private Real Estate Fund, Inc.
AMENDMENT made as of March 30, 2022 to that certain Amended and Restated Transfer Agency and Service Agreement made as of May 29, 2007 (the “TA Agreement”), between each of the investment companies listed in Exhibit A hereto including any series thereof (the “Fund”) and Prudential Mutual Fund Services LLC (“PMFS”). Capitalized terms not otherwise defined herein shall have the meaning assigned to them pursuant to the TA Agreement.
