SecProbe.io

CORRESP
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Faegre Drinker Biddle & Reath LLP

320 South Canal Street, Suite 3300

Chicago, IL 60606

www.faegredrinker.com

February 28, 2023

Via EDGAR Transmission

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attention: Karen Rossotto

 Re: Pender Real Estate Credit Fund (the “Fund” or “Registrant”)

File Nos.: 333-265070; 811-23806

Dear Ms. Rossotto:

The following responds to the comments provided via
email addressed to Terry Gallagher on June 14, 2022, in connection with the SEC staff’s review of a registration statement (the
“Registration Statement”) filed by the Registrant on Form N-2 under the Investment Company Act of 1940, as amended (the “1940
Act”) and Securities Act of 1933. The changes to the Fund’s disclosure discussed below are reflected in Pre-Effective Amendment
No. 1 to the Fund’s Registration Statement (the “Revised Registration Statement”).

For your convenience, we have repeated each comment
below, and the Fund’s responses follow your comments. Capitalized terms not otherwise defined herein shall have the meaning ascribed
to them in the Registration Statement, unless otherwise indicated.

General Comments

 1. Comment: We note that the registration statement is missing substantial information. Please confirm that all missing
information and all exhibits will be filed in a pre-effective amendment to the registration statement. We may have additional comments
on such portions when you complete them in the pre-effective amendment, on disclosures made in response to this letter, or on information
supplied supplementally.

Response: The Registrant confirms
that all missing information and all exhibits will be filed in a pre-effective amendment to the Registration Statement. The Registrant
further acknowledges that the Staff may have additional comments after such information and exhibits are provided.

 2. Comment: Please tell us if any test the waters materials have been presented to potential investors in connection
with this offering. If so, please provide us with copies of such materials.

Response: The Registrant confirms
that it has not presented any “test-the-water” materials to potential investors in connection with this offering.

 3. Comment: Inasmuch as Section 8(c) of the Securities Act of 1933 (“Securities Act”) relates to post- effective
amendments, please remove the check from the box next to “when declared effective pursuant to Section 8(c)” on the facing
sheet.

Response: The requested change
has been made.

 4. Comment: We note the disclosure that the Fund is seeking an order to operate as a multi-class fund. Please advise
us if you have submitted or expect to submit any other exemptive applications or no-action requests in connection with the registration
statement.

Response: The Fund does not expect
to submit any other exemptive application or no action request in connection with the Registration Statement.

Cover Page

 5. Comment: Under “Interval Fund,” please include a cross-reference to the prospectus sections that discuss
the Fund’s repurchase policies and the attendant risks. See Guide 10 to Form N- 2.

Response: The Registrant has
added the cross-reference, as requested.

 6. Comment: In the paragraph immediately following “Interval Fund,” please disclose that there is no guarantee
that the Fund will receive an exemptive order.

Response: The requested change has
been made.

Fund Summary

The Fund and its Shares

 7. Comment: Please provide the Predecessor Fund’s audited financial statements and explain how the full disclosure requirements
of rule 6-11 of Regulation S-X will be met, including the supplemental financial information requirements. In your response, please indicate
the fiscal year end of the Predecessor Fund and what fiscal year-ends and interim periods will be included.

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Response: Pursuant to Rule 6-11(b), the term
“fund” includes any investment company as defined in section 3(a) of the 1940 Act, including a business development company,
or any company that would be an investment company but for the exclusions provided by sections 3(c)(1) or 3(c)(7) of that Act, or any
private account managed by an investment adviser. The Predecessor Fund is not an investment company pursuant to Section 3(c)(5)(c) of
the 1940 Act. Accordingly, the Fund are not required to comply with Rule 6-11 of Regulation S-X.

In response to the Staff’s request, the Registrant
has provided the Staff with the audited special purpose schedule of investments as of the fiscal year ended December 31, 2021 and an
audited special purpose schedule of investments as of September 30, 2022 of the Predecessor Fund, each presented as required by Rule
6-11 of Regulation S-X, by email. The audited schedules of investments as of December 31, 2021 and September 30, 2022, respectively, are included in the Registrant’s statement of additional information. The schedules of
investments are presented in accordance with U.S. Generally Accepted Accounting Principles. The schedules of investments have been
presented as required by Rule 6- 11 of Regulation S-X.

The following disclosure has been added to the paragraph under
“FINANCIAL STATEMENTS” in the SAI:

“The Schedules of Investments of the Predecessor Fund
are presented in accordance with Rule 6-11 of Regulation S-X, using investment company accounting (FASB Accounting Standards Codification
(“ASC”) Topic 946).”

In addition, the following disclosure is included in the Fund’s
SAI in accordance with the supplemental financial information requirements of Article 6-11:

“SUPPLEMENTAL FINANCIAL INFORMATION

A table showing the
fees and expenses of the Fund after giving effect to the proposed reorganization of the Predecessor Fund into the Fund is included in
the Prospectus. The reorganization will not result in a material change to the Predecessor Fund's investment portfolio due to the investment
restrictions of the Fund. As a result, a schedule of investments of the Predecessor Fund modified to show the effects of such change is
not required and is not included. There are no material differences in the accounting policies of the Predecessor Fund as compared to
those of the Fund.”

 8. Comment: The disclosure indicates that the Predecessor Fund is transferring substantially all of its portfolio securities
into the Fund. Please explain supplementally which portfolio securities will not be transferred and update the disclosure accordingly.

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Response: The Registrant confirms that the Predecessor
Fund will transfer all of its portfolio securities into the Fund. The disclosure has been updated accordingly.

 9. Comment: Please re-locate the disclosure regarding the Predecessor Fund to a new heading, “Predecessor Fund”
in the Fund Summary. In addition, please include this paragraph in a prominent place in the disclosure responding to Item 8 of Form N-2.

Response: The requested changes have been made.

Investment Objectives and Strategies

 10. Comment: The term “credit” in the Fund’s name suggests that the Fund will invest in fixed income securities.
Rule 35d-1 under the Investment Company Act of 1940 (“1940 Act”) requires a registered investment company with a name suggesting
that the company focuses on a particular type of investment to invest at least 80% of its assets in the type of investment suggested by
its name. Please revise the strategy section of the prospectus to include a requirement to invest at least 80% of net assets plus borrowings
for investment purposes in “credit instruments.”

Response: The requested change
has been made.

Fund Fees and Expenses

 11. Comment: Please supplementally explain whether the Incentive Fee calculates “pre-investment fee net investment income”
on a class or Fund basis.

Response: The Registrant confirms that the Incentive
Fee calculates “pre-investment fee net investment income” on a Fund basis.

 12. Comment: Please supplementally explain how the Fund’s inability to terminate the Expense Limitation and Reimbursement
Agreement during its initial term is consistent with Section 15(a) of the 1940 Act.

Response: The Registrant respectfully disagrees
that the Expense Limitation and Reimbursement Agreement is subject to Section 15(a). Nevertheless, the disclosure has been clarified that
the Agreement will terminate if the Investment Management Agreement is terminated.

 13. Comment: Please include a new subheading, “Distribution and Servicing Fee,” under “Administration Fee”
to better identify the disclosure in that paragraph. In the last sentence, please reconcile the statement that “I1 Class Shares
are not offered for sale” with previous disclosure indicating that this Class is not currently available.

Response: The requested changes
have been made.

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 14. Comment: Please include a new subheading “Expense Limitation and Expense Agreement,” with respect to the last
paragraph in this section.

Response: The requested change
has been made.

Fund Fees and Expenses

 15. Comment: Please insert a line item for Dividend Reinvestment Plan Fees per Item 3 of Form N-2.

Response: The Registrant declines
to make this change since the Fund does not charge any fees to participate in the Dividend Reinvestment Plan.

 16. Comment: Please include a graphical example of how the incentive fee works.

Response: The Registrant has
added a graphical example of the incentive fee to the Prospectus.

 17. Comment: Footnote 5 suggests that the Fund will leverage with borrowed funds. In “Fund Summary” please
briefly disclose the anticipated extent of such borrowings, how the borrowings will be used, and the material terms of any agreements
in place.

Response: The Registrant has added disclosure in
the Fund Summary regarding the anticipated extent of borrowings, the purpose of the borrowings and the material terms of any agreements.

Investment Objectives and Strategies

Investment Strategies and Overview of the Investment Process

 18. Comment: The disclosure in this section discusses the various types of investments the Fund may make but does not address
the research, analyses, or other considerations the Adviser will employ when making investment decisions to purchase, hold, or sell particular
investments or construct the portfolio as a whole. Please revise this section to describe the investment strategies and process.

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Response: The Registrant has added the following disclosure:

The Investment Manager analyzes both quantitative and qualitative
factors to assess the risk-reward potential of each loan investment. The Investment Manager also assesses the overall composition of the
Fund’s portfolio. When making a decision with respect to an investment, the Investment Manager considers the following:

 ● Strength of the sponsor(s) of the loan investment (history and past performance of sponsor; evaluation of real estate business plans);

 ● Strength of the loan investment (current value, past performance and future anticipated performance);

 ● Real estate sector and geographic location (focus on the sectors and locations that Investment Manager believes are the better performing
ones)

 ● Loan amount (targeted range $9 million to $30 million); and

 ● Loan-To-Value of the investment (maximum of 65%)

The Investment Manager anticipates that the weighted
average loan-to value across the Fund’s portfolio will be at or below 65% and expects the Fund’s loan investments to be highly
collateralized to help to protect against downward risk.

In executing its investment objective, the Investment Manager will
lean on its Investment Committee (“Committee”) to give direction on which investments to purchase, hold and sell. During
its regularly-scheduled and ad-hoc meetings, the Committee will review existing and proposed investments. The Committee among other things
considers whether the Investment Manager’s methodologies are being followed and the Fund’s objectives are being met.
As needed, the Committee will delegate to (certain of) its members research and analysis to be conducted and reported back to the Committee.
Accordingly, the Committee advises the Investment Manager whether the approach given to any individual investment(s) or overall strategies
need to be modified in order to achieve the Fund’s investment objective.

 19. Comment: Please reconcile the references to the “Firm” that appear throughout the prospectus to the defined
term “Investment Manager,” if accurate.

Response: The term “Firm” has been replaced
with “Investment Manager”.

 20. Comment: We note that the prospectus notes in several places that the Fund may invest through REIT subsidiaries (each
a “Subsidiary”) (e.g., pp 18, 50, and 597). In this regard:

 a. Please disclose that a “Subsidiary” includes entities that engage in investment activities in securities or other assets
that are “primarily controlled” by the Fund. In this regard, please note that “primarily controlled” means (1)
the Fund controls the Subsidiary within the meaning of Section 2(a)(9) of the 1940 Act, and (2) the Fund's control of the Subsidiary is
greater than that of any other person;

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 b. Please supplementally advise us whether any of the Sub-REITs are expected to be wholly-owned by the Fund; if so, we may have further
comments;

 c. Please disclose that the Fund complies with the provisions of the 1940 Act governing investment policies (Section 8) on an aggregate
basis with the Subsidiary;

 d. Please disclose that the Fund complies with the provisions of the 1940 Act governing capital structure and leverage (Section 18)
on an aggregate basis with the Subsidiary so that the Fund treats the Subsidiary’s debt as its own for purposes of Section 18;

 e. Please disclose that any investment adviser to the Subsidiary complies with provisions of the 1940 Act relating to investment advisory
contracts (Section 15) as if it were an investment adviser to the Fund under Section 2(a)(20) of the 1940 Act. Any investment advisory
agreement between the Subsidiary and its investment adviser is a material contract that should be included as an exhibit to the registration
statement;

 f. If the Investment Manager or any of its affiliates will be entitled to any form of compensation in connection with the Subsidiary
(including structuring or management fees), please revise to disclose the nature and material terms of such compensation;

 g. Please disclose that each Subsidiary complies with provisions relating to affiliated transactions and custody (Section 17). Please
identify the custodian of the Subsidiary, if any;

 h. Please disclose any of the Subsidiary’s principal investment strategies or principal risks that constitute principal investment
strategies or risks of the Fund. The principal investment strategies and principal risk disclosures of a fund that invests in a Subsidiary
should reflect aggregate operations of the Fund and the Subsidiary;

 i. Please explain in correspondence whether the financial statements of the Subsidiary will be consolidated with those of the Fund.
If not, please explain why not; and

 j. Please confirm in correspondence that the Subsidiary and its board of directors/trustees will agree to inspection by the staff
of the Subsidiary’s books and records, which will be maintained in accordance with Section 31 of the 1940 Act and the rules thereunder.

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Response:

The Registrant represents
that it does not expect to have any REIT subsidiaries. Accordingly, disclosure regarding REIT subsidiaries has been removed from the Prospectus.
The Registrant responses below are applicable to any single purpose vehicle established by the Fund to invest in or purchase debt investments.
See response to Item 22.

a.
The requested disclosure has been added, as applicable.

b.
The Registrant confirms that the subsidiaries are expected to be wholly-owned and controlled subsidiaries of the Fund.

c.
The requested disclosure has been added.

d.
The requested disclosure has been added.

e.    The Registran