SEC Company Response from FUNDRISE REAL ESTATE INVESTMENT TRUST, LLC (CIK 0001645583) — Jun 9, 2021
FUNDRISE REAL ESTATE INVESTMENT TRUST, LLC (CIK 0001645583)
Date: June 9, 2021 · CIK: 0001645583 · Accession: 0001104659-21-078953
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File numbers found in text: 024-11140
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Goodwin Procter LLP
The New York Times
Building
620 Eighth Avenue
New York, NY 10018
goodwinlaw.com
+1 212 813 8800
June 9, 2021
VIA EDGAR
U.S. Securities and Exchange Commission
Division of Corporation Finance – Office of Real Estate &
Commodities
100 F Street, N.E.
Washington, D.C. 20549-3010
Re:
Fundrise Real Estate Investment Trust, LLC
Offering Statement on Form 1-A
Post-Qualification Amendment No. 6
Response dated May 12, 2021
File No. 024-11140
Dear Staff of the Division of Corporation Finance:
This letter is submitted on
behalf of Fundrise Real Estate Investment Trust, LLC (the “Company”) in response to a comment letter from the
staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
dated June 1, 2021 (the “Comment Letter”) with respect to the Company’s Post-Qualification Amendment on
Form 1-A filed with the Commission on May 12, 2021 (the “Offering Statement”). The responses provided are based
upon information provided to Goodwin Procter LLP by the Company.
For your convenience, the
Staff’s comments have been reproduced in italics herein with responses immediately following the comment. Defined terms used herein
but not otherwise defined have the meanings given to them in the Offering Statement.
Please note that as a follow-up
to our June 4 discussions with the Staff regarding the prior Staff comments and our responses, the responses below include and expand
upon our prior responses to those comments.
Post-Qualification Amendment No. 5 to Offering
Statement on Form 1-A
Appendix B - Year-End Letter to Investors
- 2020, page B-1
1. We
note your response to comment 1. Please explain to us how the returns of the various Fundrise programs are aggregated in your calculation.
In addition, please explain in more detail why you believe it is reasonable to present the aggregated return information for Fundrise
programs to investors. In this respect, please explain to us how your calculation of the aggregated return accounts for the fact that
the programs are in various stages of their life cycles, including some that are no longer open to investment, and have differing investment
focuses, and that the exact composition of an investor's portfolio that is invested in multiple Fundrise programs is unique.
Response to Comment No.
1
Aggregated Return Information
The Company respectfully notes that measuring
the aggregate performance of the Fundrise-sponsored programs (the “Fundrise Index”) is similar to any other
index that tracks a sector of the market. Aggregate return information is based on each of the Fundrise sponsored programs, excluding
the Fundrise Opportunity Zone Fund, LP (the “O-Zone Fund”).1
The Company excluded the O-Zone Fund from its aggregate return information because the Company does not consider an investment
in the O-Zone Fund to be similar to an investment in the eREITs and eFunds (as defined in the Offering Statement). In particular, the
O-Zone Fund was only available to accredited investors via Regulation D, is a qualified opportunity zone fund established pursuant to
the 2017 Tax Cuts and Jobs Act to encourage the investment of capital gains in low-income communities, and has ceased raising capital.
As with other indices, the Fundrise Index is not an investment product and investors are not able to invest in a fund or other security,
such as an ETF, that tracks the Fundrise Index; however, the Company does not believe that the inability to invest in the Fundrise Index
diminishes the value of the information presented in the Fundrise Index.
The returns of the Fundrise Programs that are presented in the Fundrise
Index were aggregated using the Modified Dietz Method of calculating investment portfolio returns. The portfolio in this case consists
of each one of the roughly 24 million unique shareholdings in the Fundrise Programs that existed during all or part of the calendar year
ending December 31, 2020. A shareholding is defined as a discrete group of shares acquired by an investor in a particular Fundrise Program
for a certain price per share on a certain day, and either held through the end of the year or redeemed at some point during the year.
Taken in the aggregate, these shareholdings represent a holistic portfolio representing the entirety of investments in the Fundrise Programs
over the course of 2020, which were collectively held by approximately 150,000 distinct investors as of December 31, 2020. A gain or loss
consisting of any change in the net asset value of the shares relative to the cost basis, plus any distributions earned, minus any advisory
fees incurred, is calculated for each shareholding and then added together to arrive at the overall gain or loss for the entire portfolio,
which is then divided by the average aggregate invested capital outstanding for the year to arrive at the aggregate Modified Dietz return.
The combined use of the Modified Dietz Method and a comprehensive data set ensures that the various Fundrise Programs are weighted into
the aggregated performance calculation in a manner proportional to their time-weighted average assets under management over the course
of the year (i.e., larger funds being weighted proportionately more heavily than smaller ones). While the Company does not believe
that the disclosure contained in the annual letter to be materially deficient in describing how the calculations were performed, any future
disclosure regarding the Fundrise Index will more closely reflect the response to this Comment No. 1, including clear disclosure of the
nature of the Fundrise Index and how it is inherently not investable because there is no Fundrise-sponsored investment security, such
as an ETF, that holds interests in all the Fundrise Programs included in the Fundrise Index..
Further, the Company agrees that the Fundrise Programs are in different
stages of their life cycles and have objectives that are not identical (e.g., income, growth or balanced), which is why the Company
believes, as an index of the Fundrise Programs, it is most representative (and useful to investors) to aggregate their returns in the
manner described above, which does not diminish the effects of Fundrise Programs that may be in a ramp up stage, and thus return less
to investors in the form of either dividends or appreciation.
With regard to the status of each Fundrise Program's offering (i.e.,
whether open for investment), the Company respectfully notes that, but for the limitations imposed by Regulation A, each of the Fundrise
Programs would be expected to be constantly open for investment. The main practical reason why any given Fundrise Program is not open
to investment under Regulation A at any given time is generally due to the fact that it has reached the maximum amount it is allowed to
raise in any 12-month period under Regulation A, and must thus refrain from raising additional capital pursuant to Regulation A until
such time as its Regulation A offering capacity has been replenished to a meaningful dollar amount and such dollar amount has been qualified
with the Commission. Accordingly, most, if not all, of the programs would be expected to raise at least some capital pursuant to Regulation
A in any given calendar year.
1 The seventeen (17) programs making up the index,
as of December 31, 2020, included (i) Fundrise Real Estate Investment Trust, LLC, (ii) Fundrise Equity REIT, LLC, (iii) Fundrise East
Coast Opportunistic REIT, LLC, (iv) Fundrise West Coast Opportunistic REIT, LLC, (v) Fundrise Midland Opportunistic REIT, LLC, (vi) Fundrise
Income eREIT II, LLC, (vii) Fundrise Growth eREIT II, LLC, (viii) Fundrise Income eREIT III, LLC, (ix) Fundrise Growth eREIT III, LLC,
(x) Fundrise Income eREIT 2019, LLC, (xi) Fundrise Growth eREIT 2019, LLC, (xii) Fundrise Income eREIT V, LLC, (xiii) Fundrise Growth
eREIT V, LLC, (xiv) Fundrise eREIT XIV, LLC, (xv) Fundrise Growth eREIT VI, LLC, (xvi) Fundrise Balanced eREIT, LLC, (xvii) Fundrise
eFund, LLC (f/k/a Fundrise For-Sale Housing eFUND - Los Angeles CA, LLC), (xviii) Fundrise For-Sale Housing eFUND - Washington DC, LLC
(since merged into Fundrise eFund, LLC), and (xix) Fundrise National For-Sale Housing eFund, LLC (since merged into Fundrise eFund, LLC).
Finally, the Company respectfully notes that the Fundrise Index as
described above is a useful benchmark for the approximately 150,000 individual investors (as of December 31, 2020) that are invested,
to varying degrees, across the Fundrise Programs as it provides a meaningful benchmark for any such investor to compare not only the performance
of the individual Fundrise Programs that they may hold (which individual performance is disclosed in each program’s Annual Report
on Form 1-K) but also of their entire portfolio of Fundrise Programs (e.g., the Company's net return for 2020 was approximately
7.34% compared to the Fundrise Index’s net return of approximately 7.42%). As noted previously, as of December 31, 2020, approximately
83% of the 150,000 individual investors hold five (5) or more of the seventeen (17) Fundrise Programs, approximately 52% hold twelve (12)
or more of the seventeen (17) Fundrise Programs, and approximately 6% are invested in all seventeen (17) of the Fundrise Programs.
Sources of Distributions
As noted previously, generally, the Company and its affiliated programs
did not pay distributions from offering proceeds during 2020; however, a program's GAAP net income alone is not a strong depiction of
cash available for distributions. As the Staff is aware, real estate investments have operating income in excess of their GAAP income
due to adjustments, such as for depreciation. Other times refinancing provides a source of proceeds but has no income statement effect.
As a result, while the Company's distributions were made 100% from GAAP net income and from ordinary income for U.S federal income tax
purposes, and there was no return of capital for the year ended December 31, 2020, several of the Fundrise Programs did report returns
of capital for U.S federal income tax purposes during 2020, including: (i) Fundrise East Coast Opportunistic REIT, LLC; (ii) Fundrise
Midland Opportunistic REIT, LLC; (iii) Fundrise Growth eREIT II, LLC; (iv) Fundrise Income eREIT III, LLC; (v) Fundrise Growth eREIT III,
LLC; (vi) Fundrise Growth eREIT 2019, LLC; and (vii) Fundrise Growth eREIT V, LLC.
In each of the above instances, disclosure was included in the appropriate
annual reports on Forms 1-K describing the distributions tax bases, and each of the above described programs filed and made public (on
fundrise.com/oc) IRS Forms 8937 describing such distributions. An example of the disclosure included in the Company’s Annual Report
on Form 1-K for the year ended December 31, 2020 in noted below:
When calculated on a tax basis, all distributions were made
100% from ordinary income and there was no return of capital for the year ended December 31, 2020.
However, more importantly, the Company respectfully advises the Staff
that if it, or any of the other Fundrise Programs, were using offering proceeds to fund a material amount of their respective distributions,
such distribution of offering proceeds would have had a material, detrimental effect on the respective NAVs of such programs as cash payments
or accruals for distributions in excess of cash distributions/earned income from investments would reduce net assets, ultimately reducing
NAV and, accordingly, negatively affecting the performance calculation described above.
2. We
note your response to comment 2. To the extent you continue to use indices to make comparisons, please expand your disclosure to describe
the companies that comprise the index, how those companies may differ from the issuer being discussed and why such comparison is appropriate
in the context it is being used.
Response to Comment No.
2
As presented in the annual letter, “Stock Market” performance
is represented by the performance of the Vanguard Total Stock Market ETF ("VTI"), which is an exchange-traded
share class of Vanguard Total Stock Market Index Fund that employs an indexing investment approach designed to track the performance of
the CRSP US Total Market Index (the "CRSP Index"). The CRSP Index represents approximately 100% of the investable
U.S. stock market and includes large-, mid-, small-, and micro-cap stocks regularly traded on the New York Stock Exchange and Nasdaq.
Information regarding VTI's composition and performance, among other things, are publicly available at https://investor.vanguard.com/etf/profile/VTI.
While the Fundrise Programs may be peers to certain component parts of VTI (e.g., the publicly traded REITs), no Fundrise Program
is a peer program to VTI itself, and the information presented is for benchmarking purposes only.
Further, the “Public REIT” performance is represented by
the performance of the Vanguard Real Estate ETF ("VNQ"), which is an exchange-traded share class of Vanguard Real
Estate Index Fund that employs an indexing investment approach designed to track the performance of the MSCI US Investable Market Real
Estate 25/50 Index (the "MSCI Index"). According to its website, VNQ attempts to replicate the index by investing
all, or substantially all, of its assets in the stocks that make up the MSCI Index, holding each stock in approximately the same proportion
as its weighting in the MSCI Index. Information regarding VNQ's composition and performance, among other things, are publicly available
at https://investor.vanguard.com/etf/profile/VNQ. While the various Fundrise Programs may be peers with the component parts of the VNQ,
no Fundrise Program is a peer program to VNQ, and the information presented is for benchmarking purposes only.
The Company believes that VTI and VNQ are better benchmarks against
the Fundrise Index than the CRSP Index or the MSCI Index because (a) VTI and VNQ are more well known among public investors than the CRSP
Index or the MSCI Index, and (b) the information regarding the composition and historical performance of each of the VTI and VNQ are freely
and publicly available to any interested party, unlike the CRSP Index or MSCI Index, which are only available to those investors that
have entered into agreements with the sponsors of the respective index. Further, the Company respectfully submits that the fact that VTI
and VNQ are both investable products available to retail investors is a positive in terms of investor comparison as it provides retail
investors with a tangible alternative to the Company or the other Fundrise Programs when deciding where to invest their assets.
Accordingly, the Company respectfully submits that VTI and VNQ are
appropriate benchmarks against both its own performance, as well as the Fundrise Index, for total stock market performance and public
REIT performance, respectively. In addition, while the Company does not believe the disclosure contained in the annual letter to be materially
deficient in describing the composition of VTI and VNQ, or disclaiming how such benchmarks are intended to be used, any future disclosure
regarding such benchmarks will more closely reflect the response to this Comment No. 2, including more prominent disclosure of the indices
relied upon by VTI and VNQ in their composition, as such indices may change from time to time, as well as the fact that the Fundrise Index
is not investable and is presented merely as a benchmark for informational purposes.
3. We
note your disclosure on page 24 that for redemptions that occur during the introductory period, an investor would receive back his or
her "original investment amount." We also note your disclosure on page 25 that you "intend to limit shareholders to redemption
requests to the lesser of 5,000 common shares or $50,000 worth of common shares, which may affect whe