SEC Company Response from Origin Real Estate Credit Fund (CIK 0002066993) — Sep 23, 2025
Origin Real Estate Credit Fund (CIK 0002066993)
Date: Sept. 23, 2025 · CIK: 0002066993 · Accession: 0001213900-25-090812
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-287135, 811-24089
Letter
VIA EDGAR Office of Disclosure Review & Accounting 100 F Street, NE Washington, D.C. Ms. Shandy C. Pumphrey, Staff Accountant Re: Origin Real Estate Credit Fund (formerly, Origin Real Estate Credit Interval Fund) Registration Statement on Form N-2 File Nos. 333-287135, 811-24089
Dear Mr. Be and Ms. Pumphrey,
On behalf of Origin Real Estate Credit Fund (formerly, Origin Real Estate Credit Interval Fund) (“Registrant” or the “Fund”), this letter responds to the comments provided telephonically by the Staff of the U.S. Securities and Exchange Commission (the “Commission” or “SEC”) on September 11, 2025 and September 15, 2025, and to comments received by email from the Staff on September 22, 2025, with respect to Pre-Effective Amendment No. 2, filed with the Commission on August 25, 2025, to the above-referenced registration statement pursuant to the Securities Act of 1933, as amended (the “Securities Act”), and the Investment Company Act of 1940, as amended (the “1940 Act”) (the “Registration Statement”), through the Commission’s electronic data gathering, analysis and retrieval (“EDGAR”) system. Set forth below are the Staff’s comments, as we understand them, and the Registrant’s responses.
For convenience of reference, the comments of the Staff have been reproduced herein and are accompanied by corresponding Registrant responses. Registrant notes that its responses are also reflected, to the extent applicable, in Pre-Effective Amendment No. 3 to the Registration Statement, filed on or about September 23, 2025 (the “Amendment”). Unless otherwise noted, capitalized terms have the same meaning as contained in the Amendment.
222 North LaSalle Street | Chicago, Illinois 60601 | T +1 312 609 7500 | F +1 312 609 5005
Vedder Price P.C. is affiliated with Vedder Price LLP, which operates in England and Wales, Vedder Price (CA), LLP, which operates in California, Vedder Price Pte. Ltd., which operates in Singapore and Vedder Price (FL), LLP, which operates in Florida.
Mr. Raymond A. Be
Ms. Shandy C. Pumphrey
Division of Investment Management
Securities and Exchange Commission
September 23, 2025
Page
General and Response Letter
1. Comment: Please supplementally explain whether the Adviser or any of its affiliates holds an interest in any of the Predecessor Funds.
Response: Neither the Adviser nor any of its corporate affiliates hold an interest in the Predecessor Funds. Certain employees of the Adviser do hold equity interests in the Predecessor Funds but the ownership is de minimis.
2. Comment: Please supplementally describe how investments in the Predecessor Funds were sourced, including from whom the investments were purchased and contributed and whether they were sourced from an affiliate of the Fund or Adviser.
Response: None of the Predecessor Funds’ investments were sourced, purchased, contributed by or otherwise acquired from the Adviser or its affiliates. All portfolio investments of the Predecessor Funds were sourced by the Adviser’s investment management professionals from third parties utilizing the team’s fundamental analysis and due diligence processes, involving, among other things, various market data inputs, and leveraging the team’s experience with credit markets, network of real estate industry contacts and familiarity with multifamily investment characteristics.
3. Comment: The Staff notes that in Registrant’s August 11, 2025 response letter to the Commission’s June 13, 2025 comments (“August 11 Letter”), Registrant’s response to Comment 7 stated that the “Fund and the Predecessor Funds intend on effecting the Reorganization in accordance the conditions set forth in GuideStone Financial, et al., SEC No-Action Letter (pub. avail. December 27, 2006) (“GuideStone”)” (hereafter the “Guidestone Transaction”). Please supplementally confirm that, in accordance the conditions set forth in GuideStone, the Guidestone Transaction will close and disclosures will be updated prior to the Fund selling its shares to new investors.
Response: Confirmed.
4. Comment: If the Predecessor Funds intend to purchase underlying securities in secondary market transactions, and then mark them up using practical expedient prior to the Guidestone Transaction, please supplementally explain how Registrant intends to handle the potential materiality and disclosure considerations associated with such gains accruing only to the Predecessor Funds’ investors under such circumstances (i.e., purchases made close in time to the merger).
Response: It is not anticipated that the Predecessor Funds will engage in such transactions and/or activity. Additionally, Registrant notes that all Predecessor Fund investments will be valued in the same manner prior to and following the Guidestone Transaction. As required under Guidestone, the Predecessor Funds and the Fund have the same procedures for determining their net asset values and will follow those procedures in determining the amount of shares. Additionally, as disclosed in the Prospectus under “DETERMINATION OF NET ASSET VALUE,” investments for which market quotations are readily available will be valued using end-of-day pricing quotes obtained from an independent third-party pricing service on a daily basis. Securities that are not publicly traded or whose market prices are not readily available will initially be valued at cost and thereafter valued at fair value based on the input of an independent evaluator. Registrant also directs the Staff to the response to Comment 5 below regarding the role of an independent evaluator and the evaluation process to be utilized, which is designed to ensure a fair and accurate appraisal of all portfolio investments, particularly those for which public market quotations are not readily available—as is the case for a substantial portion of commercial real estate-related debt investments and direct real estate investments.
Mr. Raymond A. Be
Ms. Shandy C. Pumphrey
Division of Investment Management
Securities and Exchange Commission
September 23, 2025
Page
5. Comment: The Staff notes that Guidestone requires a report of an independent evaluator in certain circumstances. Specifically, under Guidestone an independent evaluator must prepare a report assessing the value of any securities (or other assets) for which market quotations are not readily available, that sets forth the fair value of each such asset as of the date of transaction. Please confirm Registrant intends to fully comply with the conditions of Guidestone with respect to the preparation of a report by an independent evaluator.
Response: Confirmed.
6. Comment: The Staff notes that in the August 11 Letter, Registrant’s response to Comment 8 stated “…at all times, the Fund will limit its direct ownership of commercial real estate in order to ensure its continued treatment as an investment company under the 1940 Act.” Please supplementally advise how the Fund intends to manage such real estate (e.g., whether it will operate and manage the property, itself, or hire a third-party to do so). Please also supplementally advise how such an investment would be presented in the Fund’s Schedule of Investments.
Response: For the Staff’s information, Registrant does not expect to own direct interests in commercial real estate in the ordinary course and has revised disclosures in the Amendment to clarify the foregoing, including to make clear that direct real estate holdings are not included among the Fund’s primary asset classes. In the relatively rare event that a debt instrument owned by Registrant defaults or the underlying real estate becomes impaired (i.e., a Work Out circumstance), it is possible that the Fund could become a direct owner of real estate. However, in such an instance, Registrant would retain an unaffiliated, third party service provider to manage and operate the property and would seek to dispose the investment as soon as practicable, taking into account market conditions and the best interests of the Fund and its shareholders. Supplemental disclosure addressing the foregoing has been incorporated into the Amendment where appropriate. Such investments in commercial real estate would be held through blocker corporations and would be presented in the schedule of investments as “Private Investments - Equity”, sub-type “Real Estate Common Equity” with notations regarding illiquidity, restricted nature under the Securities Act, good faith fair valued and the non-income producing nature of the investment along with the required ASC 820 required footnote disclosures. Additionally, there would be footnote disclosure of the revenue and expenses of the underlying real estate if material.
Mr. Raymond A. Be
Ms. Shandy C. Pumphrey
Division of Investment Management
Securities and Exchange Commission
September 23, 2025
Page
7. Comment: Please supplementally advise whether any of the investments Registrant will receive in the Guidestone Transaction will involve the direct ownership of real estate.
Response: To our knowledge, none of the investments will involve a direct ownership of real estate.
8. Comment: The Staff notes that in the August 11 Letter, Registrant’s response to Comment 10 does not include a discussion of any potential property management or other services that may be provided by an affiliate of the Adviser. Please add a summary discussion to address the potential property management or other services that may be provided by an affiliate of the Adviser. In doing so, please include a summary discussion addressing any conflicts of interest that might arise with respect to affiliated service providers, and supplementally advise of any policies and procedures in place to protect the Fund from overreach. Please also acknowledge that any action or inaction by the Commission with respect to such discussion should not be taken as an agreement with Registrant’s analysis.
Response: For the Staff’s information, the Adviser and its affiliates will not provide any property management services to Registrant and Registrant has revised or removed disclosures in the Amendment to clarify the foregoing. As disclosed in the Prospectus, the Adviser and/or its affiliates may engage in origination activities and receive attendant arrangement, structuring or similar fees from borrowers for services rendered. Specifically, it is anticipated that an affiliate of the Adviser will receive a loan origination fee from the borrowers of the loans of up to 1.5%. A loan origination fee is a one-time fee charged by the lender or servicer to cover the costs associated with processing a loan. This fee, typically a percentage of the loan amount, helps the lender or servicer manage the administrative and underwriting tasks (including diligence on the borrower) involved in getting the loan approved and disbursed. It is a common feature of the closing costs for real estate mortgages and other types of loans and the amount of the fee is within industry averages. In addition to loan origination fees, the borrowers typically pay a loan servicing charge for ongoing administration of the loan. This fee is not retained by the Adviser’s affiliate and is remitted to a third-party loan servicer. Any loan servicing fees received from a borrower in excess of the third-party servicer expenses will be remitted to Registrant. Registrant has supplemented disclosures in the Prospectus to clarify the foregoing fee remission and, as noted, to make clear that only unaffiliated third parties will be engaged for property management services, if needed.
9. Comment: Please provide an organizational chart depicting the parties to the transaction both prior to and after the acquisition of the Predecessor Funds.
Response: Provided supplementally to the Staff by email.
Mr. Raymond A. Be
Ms. Shandy C. Pumphrey
Division of Investment Management
Securities and Exchange Commission
September 23, 2025
Page
Prospectus
10. Comment: The Staff notes that the Cover Page of the Prospectus states that “… the Fund’s direct ownership of commercial real estate is expected to be limited to acquisitions of property securing an existing investment that has become impaired, provided the investment is suitable and permissible for the Fund,” but that the “Principal Investment Strategies” immediately above that statement includes “Commercial real estate.” Please clarify what would constitute “suitable and permissible” direct ownership of commercial real estate.
Response: Registrant has revised the disclosure to clarify that Registrant does not intend to directly own real estate and, in unusual and limited circumstances, would obtain ownership only through a distressed or workout scenario related to real estate debt held by Registrant. Please refer to Registrant’s response to Comment 6 above.
11. Comment: With respect to the “PERFORMANCE” section and related disclosure, please supplementally advise the Staff regarding the guidance upon which the Fund is relying in order to include the prior performance presentation.
Response: The Fund no longer intends to provide prior performance information in the Fund’s Registration Statement. The Fund has updated the Registration Statement accordingly.
Accounting Comments
12. Comment: The Staff notes disclosure on page 2 of the Prospectus that the Predecessor Funds merging into the new entity include Origin Multifamily Credit Fund, LLC (“Multifamily Credit Fund”), OSCF Aggregator, LLC (“OSCF Aggregator”) and Origin Strategic Credit Fund, LLC (“Strategic Credit Fund”). The Staff further notes that the combined financial statements included with the Amendment filing include Origin Parallel Fund, L.P. (“Parallel Fund”). Please confirm if the Parallel Fund or its assets are being merged into the Fund. If not, please consider whether the Parallel Fund should be included in the financials. To the extent necessary, delineate the financial statements of Multifamily Credit Fund from those of the Parallel Fund. Please also consider adding clarity to the Statement of Additional Information regarding which funds will be merging into the Fund.
Response: For the Staff’s information, Registrant notes that Parallel Fund will not participate in the merger. Investors in Parallel Fund have been fully redeemed as of September 8, 2025 and Parallel Fund expects to wind up and be dissolved as of the merger date. Nonetheless, for purposes of the Predecessor Funds’ financial statements included with the Registration Statement, Registrant notes that Multifamily Credit Fund and Parallel Fund operated together as one collective entity and prepared combined financial statements. Thus, for presentation purposes, Registrant believes it is appropriate to retain the combined financial statements in their current form. However, Registrant notes that the Supplementary Information to the combined Multifamily Credit Fund and Parallel Fund financial statements do contain distinct financial information for each of the two entities. Registrant will modify disclosure in the Statement of Additional Information to clarify which funds will be merging into the Fund.
Mr. Raymond A. Be
Ms. Shandy C. Pumphrey
Division of Investment Management
Securities and Exchange Commission
September 23, 2025
Page
13. Comment: The Registration Statement notes 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, incl
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filename1.htm
Chicago
New York
Washington, DC
London
San Francisco
Los Angeles
Singapore
Dallas
Miami
September 23, 2025
vedderprice.com
Nathaniel Segal
Shareholder
+1 312 609 7747
nsegal@vedderprice.com
VIA EDGAR
U.S. Securities and Exchange
Commission
Division of Investment Management
Office of Disclosure Review & Accounting
100 F Street, NE
Washington, D.C.
20549
Attn:
Mr. Raymond A. Be, Attorney-Adviser
Ms. Shandy C. Pumphrey, Staff Accountant
Re: Origin Real Estate Credit Fund (formerly, Origin Real Estate Credit Interval Fund)
Registration Statement on Form N-2
File Nos. 333-287135, 811-24089
Dear Mr. Be and Ms. Pumphrey,
On behalf of Origin Real Estate Credit Fund (formerly,
Origin Real Estate Credit Interval Fund) (“Registrant” or the “Fund”), this letter responds to the comments provided
telephonically by the Staff of the U.S. Securities and Exchange Commission (the “Commission” or “SEC”) on September
11, 2025 and September 15, 2025, and to comments received by email from the Staff on September 22, 2025, with respect to Pre-Effective
Amendment No. 2, filed with the Commission on August 25, 2025, to the above-referenced registration statement pursuant to the Securities
Act of 1933, as amended (the “Securities Act”), and the Investment Company Act of 1940, as amended (the “1940 Act”)
(the “Registration Statement”), through the Commission’s electronic data gathering, analysis and retrieval (“EDGAR”)
system. Set forth below are the Staff’s comments, as we understand them, and the Registrant’s responses.
For convenience of reference, the comments of
the Staff have been reproduced herein and are accompanied by corresponding Registrant responses. Registrant notes that its responses are
also reflected, to the extent applicable, in Pre-Effective Amendment No. 3 to the Registration Statement, filed on or about September
23, 2025 (the “Amendment”). Unless otherwise noted, capitalized terms have the same meaning as contained in the Amendment.
222 North LaSalle Street | Chicago, Illinois 60601
| T +1 312 609 7500 | F +1 312 609 5005
Vedder Price P.C. is affiliated with Vedder Price LLP, which operates in England and Wales, Vedder Price (CA), LLP, which operates in
California, Vedder Price Pte. Ltd., which operates in Singapore and Vedder Price (FL), LLP, which operates in Florida.
Mr. Raymond A. Be
Ms. Shandy C. Pumphrey
Division of Investment Management
Securities and Exchange Commission
September 23, 2025
Page
2
General and Response Letter
1. Comment: Please supplementally explain whether the Adviser or any of its affiliates holds an interest in any of the Predecessor Funds.
Response: Neither the
Adviser nor any of its corporate affiliates hold an interest in the Predecessor Funds. Certain employees of the Adviser do hold equity
interests in the Predecessor Funds but the ownership is de minimis.
2. Comment: Please supplementally describe how investments in the Predecessor Funds were sourced, including from whom the investments were purchased and contributed and whether they were sourced from an affiliate of the Fund or Adviser.
Response: None of the
Predecessor Funds’ investments were sourced, purchased, contributed by or otherwise acquired from the Adviser or its affiliates.
All portfolio investments of the Predecessor Funds were sourced by the Adviser’s investment management professionals from third
parties utilizing the team’s fundamental analysis and due diligence processes, involving, among other things, various market data
inputs, and leveraging the team’s experience with credit markets, network of real estate industry contacts and familiarity with
multifamily investment characteristics.
3. Comment: The Staff notes that in Registrant’s August 11, 2025 response letter to the Commission’s June 13, 2025 comments (“August 11 Letter”), Registrant’s response to Comment 7 stated that the “Fund and the Predecessor Funds intend on effecting the Reorganization in accordance the conditions set forth in GuideStone Financial, et al., SEC No-Action Letter (pub. avail. December 27, 2006) (“GuideStone”)” (hereafter the “Guidestone Transaction”). Please supplementally confirm that, in accordance the conditions set forth in GuideStone, the Guidestone Transaction will close and disclosures will be updated prior to the Fund selling its shares to new investors.
Response: Confirmed.
4. Comment: If the Predecessor Funds intend to purchase underlying securities in secondary market transactions, and then mark them up using practical expedient prior to the Guidestone Transaction, please supplementally explain how Registrant intends to handle the potential materiality and disclosure considerations associated with such gains accruing only to the Predecessor Funds’ investors under such circumstances (i.e., purchases made close in time to the merger).
Response: It is not anticipated
that the Predecessor Funds will engage in such transactions and/or activity. Additionally, Registrant notes that all Predecessor Fund
investments will be valued in the same manner prior to and following the Guidestone Transaction. As required under Guidestone, the Predecessor
Funds and the Fund have the same procedures for determining their net asset values and will follow those procedures in determining the
amount of shares. Additionally, as disclosed in the Prospectus under “DETERMINATION OF NET ASSET VALUE,” investments for which
market quotations are readily available will be valued using end-of-day pricing quotes obtained from an independent third-party pricing
service on a daily basis. Securities that are not publicly traded or whose market prices are not readily available will initially be valued
at cost and thereafter valued at fair value based on the input of an independent evaluator. Registrant also directs the Staff to the response
to Comment 5 below regarding the role of an independent evaluator and the evaluation process to be utilized, which is designed to ensure
a fair and accurate appraisal of all portfolio investments, particularly those for which public market quotations are not readily available—as
is the case for a substantial portion of commercial real estate-related debt investments and direct real estate investments.
Mr. Raymond A. Be
Ms. Shandy C. Pumphrey
Division of Investment Management
Securities and Exchange Commission
September 23, 2025
Page
3
5. Comment: The Staff notes that Guidestone requires a report of an independent evaluator in certain circumstances. Specifically, under Guidestone an independent evaluator must prepare a report assessing the value of any securities (or other assets) for which market quotations are not readily available, that sets forth the fair value of each such asset as of the date of transaction. Please confirm Registrant intends to fully comply with the conditions of Guidestone with respect to the preparation of a report by an independent evaluator.
Response: Confirmed.
6. Comment: The Staff notes that in the August 11 Letter, Registrant’s response to Comment 8 stated “…at all times, the Fund will limit its direct ownership of commercial real estate in order to ensure its continued treatment as an investment company under the 1940 Act.” Please supplementally advise how the Fund intends to manage such real estate (e.g., whether it will operate and manage the property, itself, or hire a third-party to do so). Please also supplementally advise how such an investment would be presented in the Fund’s Schedule of Investments.
Response: For the Staff’s
information, Registrant does not expect to own direct interests in commercial real estate in the ordinary course and has revised disclosures
in the Amendment to clarify the foregoing, including to make clear that direct real estate holdings are not included among the Fund’s
primary asset classes. In the relatively rare event that a debt instrument owned by Registrant defaults or the underlying real estate
becomes impaired (i.e., a Work Out circumstance), it is possible that the Fund could become a direct owner of real estate. However, in
such an instance, Registrant would retain an unaffiliated, third party service provider to manage and operate the property and would seek
to dispose the investment as soon as practicable, taking into account market conditions and the best interests of the Fund and its shareholders.
Supplemental disclosure addressing the foregoing has been incorporated into the Amendment where appropriate. Such investments in commercial
real estate would be held through blocker corporations and would be presented in the schedule of investments as “Private Investments
- Equity”, sub-type “Real Estate Common Equity” with notations regarding illiquidity, restricted nature under the Securities
Act, good faith fair valued and the non-income producing nature of the investment along with the required ASC 820 required footnote disclosures.
Additionally, there would be footnote disclosure of the revenue and expenses of the underlying real estate if material.
Mr. Raymond A. Be
Ms. Shandy C. Pumphrey
Division of Investment Management
Securities and Exchange Commission
September 23, 2025
Page
4
7. Comment: Please supplementally advise whether any of the investments Registrant will receive in the Guidestone Transaction will involve the direct ownership of real estate.
Response: To our knowledge,
none of the investments will involve a direct ownership of real estate.
8. Comment: The Staff notes that in the August 11 Letter, Registrant’s response to Comment 10 does not include a discussion of any potential property management or other services that may be provided by an affiliate of the Adviser. Please add a summary discussion to address the potential property management or other services that may be provided by an affiliate of the Adviser. In doing so, please include a summary discussion addressing any conflicts of interest that might arise with respect to affiliated service providers, and supplementally advise of any policies and procedures in place to protect the Fund from overreach. Please also acknowledge that any action or inaction by the Commission with respect to such discussion should not be taken as an agreement with Registrant’s analysis.
Response:
For the Staff’s information, the Adviser and its affiliates will not provide any property management services to Registrant and
Registrant has revised or removed disclosures in the Amendment to clarify the foregoing. As disclosed in the Prospectus, the Adviser and/or
its affiliates may engage in origination activities and receive attendant arrangement, structuring or similar fees from borrowers for
services rendered. Specifically, it is anticipated that an affiliate of the Adviser will receive a loan origination fee from the borrowers
of the loans of up to 1.5%. A loan origination fee is a one-time fee charged by the lender or servicer to cover the costs associated with
processing a loan. This fee, typically a percentage of the loan amount, helps the lender or servicer manage the administrative and underwriting
tasks (including diligence on the borrower) involved in getting the loan approved and disbursed. It is a common feature of the closing
costs for real estate mortgages and other types of loans and the amount of the fee is within industry averages. In addition to loan origination
fees, the borrowers typically pay a loan servicing charge for ongoing administration of the loan. This fee is not retained by the Adviser’s
affiliate and is remitted to a third-party loan servicer. Any loan servicing fees received from a borrower in excess of the third-party
servicer expenses will be remitted to Registrant. Registrant has supplemented disclosures in the Prospectus to clarify the foregoing fee
remission and, as noted, to make clear that only unaffiliated third parties will be engaged for property management services, if needed.
9. Comment: Please provide an organizational chart depicting the parties to the transaction both prior to and after the acquisition of the Predecessor Funds.
Response:
Provided supplementally to the Staff by email.
Mr. Raymond A. Be
Ms. Shandy C. Pumphrey
Division of Investment Management
Securities and Exchange Commission
September 23, 2025
Page
5
Prospectus
10. Comment: The Staff notes that the Cover Page of the Prospectus states that “… the Fund’s direct ownership of commercial real estate is expected to be limited to acquisitions of property securing an existing investment that has become impaired, provided the investment is suitable and permissible for the Fund,” but that the “Principal Investment Strategies” immediately above that statement includes “Commercial real estate.” Please clarify what would constitute “suitable and permissible” direct ownership of commercial real estate.
Response: Registrant has
revised the disclosure to clarify that Registrant does not intend to directly own real estate and, in unusual and limited circumstances,
would obtain ownership only through a distressed or workout scenario related to real estate debt held by Registrant. Please refer to Registrant’s
response to Comment 6 above.
11. Comment: With respect to the “PERFORMANCE” section and related disclosure, please supplementally advise the Staff regarding the guidance upon which the Fund is relying in order to include the prior performance presentation.
Response: The Fund no
longer intends to provide prior performance information in the Fund’s Registration Statement. The Fund has updated the Registration
Statement accordingly.
Accounting Comments
12. Comment: The Staff notes disclosure on page 2 of the Prospectus that the Predecessor Funds merging into the new entity include Origin Multifamily Credit Fund, LLC (“Multifamily Credit Fund”), OSCF Aggregator, LLC (“OSCF Aggregator”) and Origin Strategic Credit Fund, LLC (“Strategic Credit Fund”). The Staff further notes that the combined financial statements included with the Amendment filing include Origin Parallel Fund, L.P. (“Parallel Fund”). Please confirm if the Parallel Fund or its assets are being merged into the Fund. If not, please consider whether the Parallel Fund should be included in the financials. To the extent necessary, delineate the financial statements of Multifamily Credit Fund from those of the Parallel Fund. Please also consider adding clarity to the Statement of Additional Information regarding which funds will be merging into the Fund.
Response: For the Staff’s
information, Registrant notes that Parallel Fund will not participate in the merger. Investors in Parallel Fund have been fully
redeemed as of September 8, 2025 and Parallel Fund expects to wind up and be dissolved as of the merger date. Nonetheless, for purposes
of the Predecessor Funds’ financial statements included with the Registration Statement, Registrant notes that Multifamily Credit Fund
and Parallel Fund operated together as one collective entity and prepared combined financial statements. Thus, for presentation purposes,
Registrant believes it is appropriate to retain the combined financial statements in their current form. However, Registrant notes that
the Supplementary Information to the combined Multifamily Credit Fund and Parallel Fund financial statements do contain distinct financial
information for each of the two entities. Registrant will modify disclosure in the Statement of Additional Information to clarify which
funds will be merging into the Fund.
Mr. Raymond A. Be
Ms. Shandy C. Pumphrey
Division of Investment Management
Securities and Exchange Commission
September 23, 2025
Page
6
13. Comment: The Registration Statement notes 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, incl