SecProbe.io

June 13, 2025

VIA E-MAIL

Michael McVickar
General Counsel Origin Investments 121 W. Wacker, Suite 1000
Chicago, IL 60601

Re: Origin Real Estate Credit Interval Fund
 File Nos. 333-287135, 811-24089

Dear Mr. McVickar:
On May 9, 2025, you filed an in itial registration statement on Form N-2 on behalf of
Origin Real Estate Credit Interval Fund (the “Fund”).  Our comments are set forth below.  Where
a comment is made with regard to disclosure in one location, it is applicable to all similar disclosure appearing elsewhere in the registration statement.  We may have additional comments after reviewing your responses to the following comments, or any amendment to the filing.

General  1. We note that portions of the filing, including the Fund’s financial statements, are
incomplete.  A full financial review (e.g., seed financial statements, auditor's report, consent)
must be performed prior to declaring the registration statement effective.  We may have additional comments on such portions when you complete them in a pre-effective amendment, on disclosures made in response to this letter, on information supplied supplementally, or on
exhibits added in any amendments.
2.  Please supplementally explain the status of any exemptive relief or no-action request
submitted, or expected to be submitted, in connection with the registration statement, including
the applications for multi-class relief and co-investment relief referenced in the filing.
3. Section 8(c) of the Securities Act relates to post-effective amendments.  Please remove
the check from the box next to “when declared effective pursuant to Section 8(c).”

Michael McVickar
June 13, 2025 Page 2

Prospectus
Cover page

4. The Fund’s 80% policy suggests that it w ill primarily invest in loans on multifamily
residential properties, recognizing that the policy includes “other real estate-related investments.”
However, much of the focus of the discussion that follows relates to the “other real estate-related investments,” including commercial real estate as well as other commercial loans (e.g.,
mezzanine debt, etc.).  If the Fund intends to primarily invest in mu ltifamily real estate loans,
revise the disclosure to describe multifamily loans more prominently and completely (including risks) or clarify how they fit within the current disclosure.  If multifamily real estate investments
are not expected to be more significant than “other real estate-related investments,” consider
revising the 80% policy to place less prominence on mu ltifamily real estate loans.
 5.  In your 80% policy you state the Fund will “originate, invest and manage … in a
portfolio of multifamily real estate loans and other real estate-related investments.”  In the
Summary, please clarify what you mean by “originate, invest and manage” and discuss the
Adviser’s capabilities and experience originating and managing real estate loans and investments, including its experience and intentions with respect to under- or non-performing loans and investments.

In addition, please ensure your Summary disclosure addresses other relevant investment considerations such as:
x What you mean by “multifamily”,
x Anticipated loan sizes,
x Whether loans will be collateralized (first-lien, second, etc.),
x Whether you will lend to new projects or existing/occupied properties only,
x The types of data, metrics, analyses, and investment factors you consider when making
investment decisions and monitoring and valuing existing investments.
 6. The disclosure under the caption “Leverage” states that the Fund may use leverage to
enhance returns.  Supplementally advise in further detail the anticipated amount and timing of
such leverage.  To the extent the Fund intends to obtain such leverage in the first year, ensure the estimated cost is reflected in the fee table.
7. We note that the Fund w ill be seeded via pred ecessor funds/accounts.  Please
supplementally advise as to any prior staff guidance, including no-action letters, that the Fund intends to rely on in order to (1) effect the formation transactions contemplated to create the

Michael McVickar
June 13, 2025 Page 3

Fund and (2) present prior performance of any of the predecessor funds, if the Fund intends to do so.  Please discuss the basis for the Fund’s belief that such guidance is applicable.
Investment Strategies (page 3)

8. The disclosure on page 4 states that the Fund may “invest directly in commercial real estate.”  Clarify what this means.  For instance, does this mean that the Fund will own real estate properties directly (as opposed to investing in instruments secured by real estate)?  If so, explain
how the Fund intends to manage such properties.  In addition, please clarify whether the Fund,
either alone or with affiliates, will control its investments, including real estate.  Also explain how direct or controlling investments will affect the Fund’s status as an investment company.
9.  If the Adviser is newly registered under the Advisers Act, or has limited resources
relative to other market participants, please consider the need to add summary risk disclosure addressing the Adviser’s experience, resources, and capabilities operating under the Investment Company Act and Advisers Act.

10.  We note the disclosure on page 14 that affiliates of the Adviser “may be engaged at prevailing market rates to provide property management and other services, for the Fund’s real estate investments” and the “Fund may invest in assets that are serviced by an affiliate of the
Adviser.”  We note similar disclosure on page 75 that the Adviser or its affiliates “may engage in
origination activities and r eceive attendant arrangement, structuring or similar fees.” Please tell
us more about the scope of potential activ ities contemplated by this disclosure, including policies
and procedures in place to protect the Fund from overreach and ensure transactions are at
“prevailing market rates”.  Please explain how any contemplated transactions or arrangements
will be structured to comply with Section 17 of the Investment Company Act.  Also, to the extent that any of the Predecessor Funds’ investments are or were subject to similar fees and arrangements, please address the scope of such activities in correspondence.

Use of Proceeds (page 28)

11. Disclose how long it is expected to take to fully invest net proceeds in accordance with
the Fund’s investment objectives and policies, the reasons for any anticipated lengthy delay in
investing the net proceeds, and the consequences of any delay.  See Item 7.2 of Form N-2.
Participations in Loans (page 33)

12. The disclosure states that the Fund “may enter into participation, intercreditor or other
similar agreements, potentially in a subordinate position to other participants in a syndicated lending structure.”  Clarify in plain English what this means.  For example, explain whether these investments in these loans structured into different levels of tranches themselves and
whether the Fund will be investing in the lower (e.g., equity) tranches, and if so, the attendant
risks.

Michael McVickar
June 13, 2025 Page 4

Potential Investment Structures (page 35)
13. With respect to the Fund’s subsidiaries:
x Disclose any of the Subsidiary’s principal investment strategies or principal risks that
constitute principal investment strategies or risks of the f und. 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.
x Explain in correspondence whether the financial statements of the Subsidiary will be
consolidated with those of the fund.  If not, please explain why not.
x Confirm in correspondence that the Subsidiary and its board of directors 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 Investment Company Act and the rules thereunder.
x If a Subsidiary is a foreign corporation, confirm supplementally that the Subsidiary and
its board of directors will agree to designate an agent for service of process in the United States.
x If a Subsidiary is wholly-owned, confirm supplementally that the Subsidiary’s
management fee (including any performance fee), if any, will be included in
“Management Fees,” and the wholly-owned Subsidiary’s expenses will be included in “Other Expenses” in the fund’s fee table.
Conflicts of Interest (page 74)

14. In the second paragraph on page 75, the disclosure states: “As with fees for property
management or other services by affiliates of the Adviser, the receipt of loan origination fees by
the Adviser and/or its affiliates will be subject to the requirements of applicable law.”  Please supplementally provide your analysis for how the Fund intends to comply with such laws with respect to such fees, including Section 17 of the 1940 Act.

15. In the fourth paragraph on page 75, the disclosure states that “By acquiring Shares, each Shareholder will be deemed to have acknowledged the existence of the above actual and potential conflicts of interest and to have waived any claim with respect to any liability arising
from the existence of any such conflict of interest, except as may otherwise be provided under
provisions of applicable Federal securities law which cannot be waived or modified.”  Supplementally explain why such a broad waiver of conflicts of interest are appropriate in the registration statement and consistent with the Federal securities laws.  Also provide a detailed
analysis of the liability provisions that would and would not remain available to shareholders as
a result of such a waiver.  Consider the need for prominent disclosure of the risks associated with such a waiver on the Cover Page and in the Summary.
Determination of Net Asset Value (page 77)

16. In the last paragraph on page 77, the disclosure states that securities not publicly traded “will initially be valued at cost and thereafter valued at fair value as determined by the Adviser

Michael McVickar
June 13, 2025 Page 5

in good faith.”  Supplementally explain the length of time that the Fund anticipates will pass before the Fund anticipates valuing such securities at fair value.    17. The disclosure in this paragraph also states that “the Valuation Committee shall value
each Level 3 investment on a monthly basis.”  Supplementally explain why this duration is
appropriate when the Fund discloses it is offering shares daily at net asset value.
 Part C: Other Information

Item 15. Financial Statements and Exhibits

18. Please file the finalized exhibits once they are available.

Item 30. Indemnification

19. In an appropriate location, please provide the undertaking required by Rule 484 under the
Securities Act regarding the Commission’s position on indemnification.
 Accounting Comments
20. Please confirm that there are no fee waiver/reimbursement arrangements.
 21. Under the Financial Highlights section, it is noted that the new fund will be the "accounting successor." Please clarify what this means and adjust the wording, if necessary.

22. Please explain in correspondence whether the financial statements of any wholly-owned subsidiaries will be consolidated with those of the Fund.
23. If the Fund expects to establish a taxable REIT subsidiary within one year of the effective
date of the registration statement, please confirm that the estimated tax expenses of such taxable REIT subsidiary will be reflected in the fee table.
24. Certain initial organization and offering expenses will be "advanced by the Adviser."
Please explain how the costs incurred by the Fund and costs incurred by the Adviser will be accounted for and whether amounts paid by the Adviser are subject to recoupment.  25. The registration notes that offering costs are charged "against capital in excess of par on
the balance sheet." Please elaborate on this and also describe how subsequent offering costs
incurred to keep the Fund “alive” will be treated. ( See: AICPA, Technical Questions and
Answers Section 4110.10)
26. Regarding the reorganization of three predecessor funds into the new fund:

a. Please explain in correspondence what assets will be used to seed the Fund.

Michael McVickar
June 13, 2025 Page 6

b. Please provide in correspondence a sequence timeline for the reorganizations and the
order they took place. As part of the response, please include the forms that were filed with the Commission for each transaction noted, including any anticipated amendments.

*    *    *
Responses to this letter should be made in a letter to me filed on E DGAR. Where no
change will be made in the filing in response to a comment, please indicate this fact in the
letter to us and briefly state the basis for your position.

You should review and comply with all applicable requirements of the federal securities
laws in connection with the preparation and distribution of preliminary prospectuses.

Although we have completed our initial review of the registration statement, the filing
will be reviewed further after we r eceive your response. Therefore, we reserve the right to
comment further on the registration statement and any amendments.  After we have resolved
all issues, the Fund and its underwriter must request acceleration of the effective date of the
registration statement.

In closing, we remind you that the Fund and its management are responsible for the
accuracy and adequacy of their disclosures in the registration statement, notwithstanding
any review, comments, action, or absence of action by the staff.
  Should you have any questions regarding this letter, please feel free to contact me at (202) 551-3250 or, with regard to accounting comments, Shandy Pumphrey at 202-551-2393.

              S i n c e r e l y ,                       /s/ Raymond A. Be

              Raymond A. Be               A t t o r n e y - A d v i s e r
cc:  Joseph M. Mannon, Vedder Price P.C.
 Nathaniel Segal, Vedder Price P.C.
Jay Williamson, Securities and Exchange Commission Christian Sandoe, Securities and Exchange Commission