REPORT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING
FIRM

Board of Trustees and Shareholders
Pender Real Estate Credit Fund

In planning and performing our audit of the
financial statements of Pender Real Estate
Credit Fund (the  Company ) as of
December 31, 2023 and for the period from
April 24, 2023 (commencement of
operations) through December 31, 2023, in
accordance with the standards of the Public
Company Accounting Oversight Board
(United States), we considered the Company
s internal control over financial reporting,
including controls over safeguarding
securities, as a basis for designing audit
procedures for the purpose of expressing an
opinion on the financial statements and to
comply with the requirements of Form N-
CEN, but not for the purpose of expressing
an opinion on the effectiveness of the
Company s internal control over financial
reporting. Accordingly, we express no such
opinion.

Management of the Company is responsible
for establishing and maintaining effective
internal control over financial reporting. In
fulfilling this responsibility, estimates and
judgments by management are required to
assess the expected benefits and related
costs of controls. A company s internal
control over financial reporting is a process
designed to provide reasonable assurance
regarding the reliability of financial reporting
and the preparation of financial statements
for external purposes in accordance with
generally accepted accounting principles. A
company s internal control over financial
reporting includes those policies and
procedures that (1) pertain to the
maintenance of records that, in reasonable
detail, accurately and fairly reflect the
transactions and dispositions of the assets of
the company; (2) provide reasonable
assurance that transactions are recorded as
necessary to permit preparation of financial
statements in accordance with generally
accepted accounting principles, and that
receipts and expenditures of the company
are being made only in accordance with
authorizations of management and directors
of the company; and (3) provide reasonable
assurance regarding prevention or timely
detection of unauthorized acquisition, use, or
disposition of the company s assets that
could have a material effect on the financial
statements.

Because of its inherent limitations, internal
control over financial reporting may not
prevent or detect misstatements. Also
projections of any evaluation of effectiveness
to future periods are subject to the risk that
controls may become inadequate because of
changes in conditions, or the degree of
compliance with policies and procedures
may deteriorate.

A deficiency in internal control over financial
reporting exists when the design or operation
of a control does not allow management or
employees, in the normal course of
performing their assigned functions, to
prevent or detect misstatements on a timely
basis. A material weakness is a deficiency,
or a combination of deficiencies, in internal
control over financial reporting, such that
there is a reasonable possibility that a
material misstatement of the Company s
annual or interim financial statements will not
be prevented or detected on a timely basis.

Our consideration of the Company s internal
control over financial reporting was for the
limited purpose described in the first
paragraph and would not necessarily
disclose all deficiencies in internal control
over financial reporting that might be
material weaknesses under standards
established by the Public Company
Accounting Oversight Board (United States).
However, we noted no deficiencies in the
Company s internal control over financial
reporting and its operation, including controls
over safeguarding securities, which we
consider to be material weaknesses as
defined above as of December 31, 2023.

This report is intended solely for the
information and use of management and the
Board of Trustees of Pender Real Estate
Credit Fund and the U.S. Securities and
Exchange Commission, and is not intended
to be and should not be used by anyone
other than these specified parties.

/s/ GRANT THORNTON LLP

Chicago, Illinois
February 29, 2023