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September 26, 2025

VIA EDGAR

Division of Corporation Finance

Office of Real Estate and Construction

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attention: Stacie Gorman

  Pam Howell

  William Demarest

  Jennifer Monick

  Re:
  FBRED-C Feeder REIT Trust

  Amendment No. 1 to Registration Statement on Form 10-12G

  Filed September 4, 2025

  File No. 000-56765

Dear Ms. Gorman, Ms. Howell, Mr. Demarest,
and Ms. Monick:

On behalf of FBRED-C Feeder
REIT Trust (the “Company”), this letter is in response to your letter dated September 18, 2025, to the Company, relating to
the Company’s Amendment No. 1 to Registration Statement on Form 10-12G, filed on September 4, 2025. The headings and numbered paragraphs
of this letter correspond to the heading and paragraph numbers contained in the comment letter and, to facilitate your review, we have
reproduced the text of the comments in italics below.

Amendment No. 1 to Registration Statement on Form 10

Item 1. Business, page 4

1.             We note your response to prior comment 1. We note that your organizational chart does not reflect percentages. Further, it does not
reflect the disclosure contained in Item 4. Please revise the chart accordingly. Consider providing a current organizational chart and
an anticipated organizational chart with clear disclosure of the transactions, assumptions and uncertainties relating to the anticipated
organizational structure.

Response: In response to the comment, we have revised
the organizational chart in Post-Effective Amendment No. 1 to Registration Statement on Form 10 filed on September 26, 2025 (the “Post-Effective
Amendment”) to include the ownership percentages for all entities, except for Franklin BSP Real Estate Debt, Inc. (“FBRED”).
For the ownership of FBRED, we have revised the chart to include a note that the FBRED ownership percentages will change monthly based
on sales of shares in FBRED’s private offering and on share redemptions. In response to your comment, we have also included a note
addressing ownership of the Company prior to the initial closing.

2.             We note your disclosure that the Indirect Parent will use the proceeds of the purchase to make a loan to the Company and to purchase a
share of the Feeder Sub, which will then purchase a Company share. It appears that these amounts will be aggregated to purchase one share
of FBRED. Please explain the purpose of issuing loans rather than investing in equity and disclose the loan terms.

Response: In response to the comment, we have provided
additional disclosure in the Post-Effective Amendment regarding the reason for the proposed investment structure.

3.             We note your response to prior comment 2. We note your representation that FBRED will be your majority-owned subsidiary. We note that
you expect to receive 1 preferred share which will give you the ability to appoint 3 of the 6 directors and that you will not initially,
and may not for some time, control over 50% of the common shares of FBRED. However, there appears to be no certainty regarding such statements.
It is therefore unclear how you determined FBRED will be your majority-owned subsidiary. Please provide a legal analysis regarding how
you made this determination and revise your disclosure as appropriate. Further, we note that you and your subsidiaries intend to operate
your business in a manner that will permit you to maintain exemptions from registration under the Investment Company Act of 1940. Please
provide us with a detailed analysis of these exemptions and how your investment strategy will support these exemptions. Please note that
we may refer your response to the Division of Investment Management for further review.

Response:  Section 2(a)(24) of the Investment Company
Act of 1940 (the “Investment Company Act”) defines a “majority-owned subsidiary” of a person as “a company
50 per centum or more of the outstanding voting securities of which are owned by such person, or by a company which, within the meaning
of this paragraph, is a majority-owned subsidiary of such person.” Section 2(a)(42) defines a “voting security’’
as:

any security presently entitling the owner or holder
thereof to vote for the election of directors of a company. A specified percentage of the outstanding voting securities of a company means
such amount of its outstanding voting securities as entitles the holder or holders thereof to cast said specified percentage of the aggregate
votes which the holders of all the outstanding voting securities of such company are entitled to cast. The vote of a majority of the outstanding
voting securities of a company means the vote, at the annual or a special meeting of the security holders of such company duly called,
(A) of 67 per centum or more of the voting securities present at such meeting, if the holders of more than 50 per centum of the outstanding
voting securities of such company are present or represented by proxy; or (B) of more than 50 per centum of the outstanding voting securities
of such company, whichever is the less.

We remind the staff that the Company has been organized for
the sole purpose of facilitating the investment by certain foreign investors in FBRED in a tax efficient manner and its sole asset (other
than cash) will be FBRED stock. Prior to the Company’s initial closing, its only asset will be amounts funded by its initial shareholder
for its initial capitalization. At its initial closing, the Company will invest the proceeds from the closing in shares of common stock
of FBRED and will also be issued one share of Series A Preferred Stock of FBRED (the “FBRED Preferred Stock”). Pursuant to
the terms of the FBRED Preferred Stock, so long as the Company owns shares of FBRED common stock, the Company will have the right to appoint
50% of the board of directors of FBRED. As the Company will hold a security, the FBRED Preferred Stock, that will give it the right to
appoint directors of FBRED, the FBRED Preferred Stock is a “voting security.” The staff has noted that the right to appoint
directors is tantamount to the right of shareholders to elect directors at an annual shareholder meeting. For example, the power to determine
the identity of a corporation’s directors would support the classification of a security as a “voting security.” Capital
South Corporation (available December 24, 1986). Furthermore, the statutory definition of “voting security” is “not
intended to be rigidly applied to require the sort of formal voting that would occur in electing directors of a corporation” Wells
Fargo Alternative Asset Management, LLC (available January 26, 2005).

Although the Company may not own 50% of the total number
of outstanding shares of voting securities of all classes of FBRED, its ownership of the FBRED Preferred Stock gives it the voting right
equivalent to owning such number of shares. The Commission has noted that Section 2(a)(42) “does not specify whether the prescribed
percentages are to be determined on the basis of the number of securities, or the value of the securities,” recognizing that an
issuer does not need to own 50% of the number of outstanding voting securities. (See Adoption of Rule 18f-3 under the Investment
Company Act of 1940 and Related Disclosure Requirements by Multiple Class and Master-Feeder Funds, 1940 Act Release No. 20915 (Feb. 23
1995)). As a result, we respectfully submit that as of the initial closing, because the Company will own voting securities of FBRED (FBRED
Preferred Stock) that will allow it to designate 50% of the directors, as if it held 50% of the number of outstanding voting securities
of FBRED, FBRED will be a majority-owned subsidiary of the Company.

Furthermore, given the business purpose of the Company to
facilitate investment in FBRED by certain foreign investors, the Company will have an active interest and its directors will have a fiduciary
duty to exercise voting control of FBRED for the benefit of its shareholders. The equity investment in FBRED is the Company’s only
investment, which is its sole revenue-generating activity. Therefore, the Company will exercise control rather than treat this investment
as a passive investment that may be considered an “investment security” for purposes of Section 3(a)(1)(C) of the Investment
Company Act.

Please see the revised disclosure in Item 1. Business –
Investment Company Act Considerations.

The Company intends to primarily rely on the exception in
Section 3(a)(1)(C) because it will not own investment securities that exceed 40% of its total assets (excluding U.S. government securities
and cash) on an unconsolidated basis. As summarized above, other than cash, its sole asset will be its investment in FBRED, which will
be its majority-owned subsidiary. A security issued by a majority-owned subsidiary will not be considered an “investment security”
if the subsidiary is not relying on the exceptions in Section 3(c)(1) or Section 3(c)(7) of the Investment Company Act. As described in
the Company’s Form 10/A filed with the Commission, FBRED intends to rely on the exception set forth in Section 3(a)(1)(C), or alternatively
3(c)(5)(C) or 3(c)(6) if it owns investment securities in excess of 40%. Currently, FBRED wholly owns all of its subsidiaries and each
subsidiary is a “majority-owned subsidiary” not itself relying on Section 3(c)(1) or 3(c)(7) and therefore, the Company meets
the requirements of Section 3(a)(1)(C).

The Company believes that substantially all of FBRED’s
subsidiaries are expected to rely on the exception contained in Section 3(c)(5)(C) as described in FBRED’s Form 10/A and as further
described below. Through its investment in and control of FBRED, the Company will be in the business of originating senior floating-rate
mortgage loans, but will also invest in other real estate-related assets, including subordinated mortgage loans, mezzanine loans, and
participations in such loans, commercial real estate securities, including commercial mortgage-backed securities, equity or equity-linked
securities in real estate operating companies, and net leased properties. FBRED’s subsidiaries will further these business objectives
while expecting to primarily rely on the exception contained in Section 3(c)(5)(C).

Section 3(c)(5)(C) is available for entities “primarily
engaged in the business of purchasing or otherwise acquiring mortgages and other liens on and interests in real estate” and is not
in the business of issuing redeemable and certain other securities, as described in Section 3(c)(5)(C). This exception generally
requires that, for purposes of Section 3(c)(5)(C), at least 55% of a portfolio must be comprised of “Qualifying Interests”
and at least 80% of its portfolio must be comprised of Qualifying Interests and “Real Estate-related Interests” (and no more
than 20% comprised of non-qualifying or non-real estate-related assets). These criteria therefore limit what assets these subsidiaries
may buy and sell.

Qualifying Interests for the purpose of Section 3(c)(5)(C) include
mortgage loans and other assets, such as certain mezzanine loans and B notes and other interests in real estate as interpreted by the
SEC staff in various no-action letters. FBRED also may invest in mortgage loan participations that also meet the parameters of Section 3(c)(5)(C) based
on no-action letters issued by the SEC staff and other SEC staff interpretations. These restrictions will, however, limit FBRED’s
ability to invest in mortgage-backed securities that represent less than the entire ownership in a pool of mortgage loans, debt and equity
tranches of securitizations and certain asset-backed securities and real estate companies, or in non-real estate-related assets.

FBRED intends to treat first mortgage loans as Qualifying
Interests, as long as such loans are “fully secured” by real estate at the time it acquires the loan. Mortgage loans that
are junior to a mortgage owned by another lender, or second mortgages, will also be treated as Qualifying Interests if the real property
fully secures the second mortgage.

FBRED intends to treat participation interests in whole mortgage
loans as Qualifying Interests only if the interest is a participation in a mortgage loan, such as a B note, that meets certain criteria.
Consistent with SEC staff guidance, a B note will be treated as a qualifying real estate asset only if: (1) FBRED’s subsidiary
has a participation interest in a mortgage loan that is fully secured by real property; (2) FBRED’s subsidiary has the right
to receive its proportionate share of the interest and the principal payments made on the loan by the borrower, and the subsidiary’s
returns on the loan are based on such payments; (3) FBRED’s subsidiary invests only after performing the same type of due diligence
and credit underwriting procedures that it would perform if it were underwriting the underlying mortgage loan; (4) FBRED’s subsidiary
has approval rights in connection with any material decisions pertaining to the administration and servicing of the loan and with respect
to any material modification to the loan agreements; and (5) in the event that the loan becomes non-performing, FBRED’s subsidiary
has effective control over the remedies relating to the enforcement of the mortgage loan, including ultimate control of the foreclosure
process, by having the right to: (a) appoint the special servicer to manage the resolution of the loan; (b) advise, direct or
approve the actions of the special servicer; (c) terminate the special servicer at any time with or without cause; (d) cure
the default so that the mortgage loan is no longer non-performing; and (e) purchase the senior participation at par plus accrued
interest, thereby acquiring the entire mortgage loan.

FBRED intends to treat most types of CMBS, non-qualifying
subordinated financing, and any debt or equity securities issued by companies primarily engaged in real estate businesses and securities
issued by pass-through entities of which substantially all of the assets consist of qualifying assets and/or real estate-related assets
as Real Estate-related Interests.

Both the Company and FBRED are externally managed by the
Advisor, who makes investment decisions on behalf of FBRED, and is therefore positioned to monitor compliance with the Investment Company
Act on behalf of both entities. In turn, the activities of the Advisor are supervised by the respective Boards of Directors of the Company
and FBRED, with 50% of FBRED’s directors being designated by the Company.

Item 2. Financial Information

Management’s Discussion and Analysis of Financial
Condition and Results of Operations, page 11

4.             Please revise to incorporate by reference FBRED’s Form 10-Q for the quarter ended June 30, 2025 filed August 7, 2025.

Response: In response to the comment,
we have revised the applicable paragraph of the Post-Effective Amendment to incorporate by reference FBRED’s Form 10-Q for the
quarter ended June 30, 2025, filed August 7, 2025.

*	        *	       *

If
the Staff should have any questions, or would like further information, concerning any of the responses above, please do not hesitate
to contact Michael E. McTiernan at (202) 637-5684. We thank you in advance for your attention to the above.

Sincerely,

/s/ Jerome Baglien

Jerome Baglien

 FBRED-C Feeder REIT Trust

 cc: Michael E. McTiernan, Hogan Lovells US LLP