SEC Comment Letter for FUNDRISE REAL ESTATE INVESTMENT TRUST, LLC (CIK 0001645583) — Jun 24, 2021
FUNDRISE REAL ESTATE INVESTMENT TRUST, LLC (CIK 0001645583)
Date: June 24, 2021 · CIK: 0001645583 · Accession: 0000000000-21-007784
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File numbers found in text: 024-11140
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United States securities and exchange commission logo
June 24, 2021
Benjamin S. Miller
Chief Executive Officer of Fundrise Advisors, LLC
Fundrise Real Estate Investment Trust, LLC
11 Dupont Circle NW, 9th Floor
Washington, D.C. 20036.
Re:Fundrise Real Estate Investment Trust, LLC
Post-Qualification Amendment No. 6 to
Offering Statement on Form 1-A
Response dated June 9, 2021
File No. 024-11140
Dear Mr. Miller:
We have reviewed your response letter and have the following comment. In our
comment, we may ask you to provide us with information so we may better understand your
disclosure.
Please respond to this letter by amending your offering statement and providing the
requested information. If you do not believe our comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
After reviewing any amendment to your offering statement and the information you
provide in response to this comment, we may have additional comments. Unless we note
otherwise, our references to prior comments are to comments in our June 1, 2021 letter.
Post-Qualification Amendment No. 6 to Offering Statement on Form 1-A
General
1.We note your response to comment 1. It appears that the investor letter may constitute a
written offer pursuant to Rule 251(d)(1)(iii) of Regulation A, which requires that the offer
be accompanied or preceded by the offering circular. Please provide a hyperlink to the
most recent offering circular or advise. In addition, we are unable to agree with your
argument that the presentation of an aggregated Fundrise return in comparison to the
Vanguard ETFs is reasonable. Please revise the investor letter to remove this disclosure.
FirstName LastNameBenjamin S. Miller
Comapany NameFundrise Real Estate Investment Trust, LLC
June 24, 2021 Page 2
FirstName LastName
Benjamin S. Miller
Fundrise Real Estate Investment Trust, LLC
June 24, 2021
Page 2
Please contact Ronald (Ron) E. Alper at 202-551-3329 or Erin E. Martin at 202-551-3391
with any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc: Mark Schonberger