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SEC Company Response from FUNDRISE REAL ESTATE INVESTMENT TRUST, LLC (CIK 0001645583) — Jun 28, 2021

FUNDRISE REAL ESTATE INVESTMENT TRUST, LLC (CIK 0001645583)
Date: June 28, 2021 · CIK: 0001645583 · Accession: 0001104659-21-086402

AI Filing Summary & Sentiment

File numbers found in text: 024-11140

Date
July 28, 2021
Author
/s/ Mark Schonberger
Form
CORRESP
Company
FUNDRISE REAL ESTATE INVESTMENT TRUST, LLC (CIK 0001645583)

Letter

VIA EDGAR Division of Corporation Finance – Office of Real Estate & Commodities Post-Qualification Amendment No. 6 to Offering Statement on Form 1-A Response dated June 9, 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 24, 2021 (the “Comment Letter”) with respect to the Company’s Post-Qualification Amendment No. 6 on Form 1-A filed with the Commission on June 9, 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 comment has been reproduced in italics herein with the response immediately following the comment. Defined terms used herein but not otherwise defined have the meanings given to them in the Offering Statement.

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.

Response to Comment No.

RESPONSE: The Company respectfully advises the Staff that, pursuant to previous conversations with the Staff in 2016 and in an abundance of caution as to whether a communication or a webpage on the Fundrise Platform may be deemed an "offer", each and every (i) communication from the Fundrise Platform (including the email containing the investor letter) and (ii) publicly available webpage on the Fundrise Platform includes a direct link to each of the most recent publicly available offering circulars with the following disclosure:

The publicly filed offering circulars of the issuers sponsored by Rise Companies Corp., not all of which may be currently qualified by the Securities and Exchange Commission, may be found at fundrise.com/oc.

As to the disclosure contained in the investor letter, the comparisons of an aggregate Fundrise return versus Vanguard ETFs have been removed from the investor letter that is posted on the Fundrise Platform.

* * * * *

If you have any questions or would like further information concerning the Company’s responses to the Comment Letter, please do not hesitate to contact me at (212) 813-8842 or Bjorn J. Hall at (202) 584-0550.

Sincerely,
/s/ Mark Schonberger

Show Raw Text
CORRESP
1
filename1.htm

    Goodwin Procter LLP

    The New York Times Building

    620 Eighth Avenue

    New York, NY 10018

    goodwinlaw.com

    +1 212 813 8800

July 28, 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

Post-Qualification Amendment No. 6 to

    Offering Statement on Form 1-A

    Response dated June 9, 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 24, 2021 (the “Comment Letter”) with respect to the Company’s Post-Qualification Amendment
No. 6 on Form 1-A filed with the Commission on June 9, 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 comment has been reproduced in italics herein with the response immediately following the comment. Defined
terms used herein but not otherwise defined have the meanings given to them in the Offering Statement.

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.

Response to Comment No.
1

RESPONSE: The Company respectfully advises
the Staff that, pursuant to previous conversations with the Staff in 2016 and in an abundance of caution as to whether a communication
or a webpage on the Fundrise Platform may be deemed an "offer", each and every (i) communication from the Fundrise Platform
(including the email containing the investor letter) and (ii) publicly available webpage on the Fundrise Platform includes a direct link
to each of the most recent publicly available offering circulars with the following disclosure:

The publicly filed offering circulars of
the issuers sponsored by Rise Companies Corp., not all of which may be currently qualified by the Securities and Exchange Commission,
may be found at fundrise.com/oc.

As to the disclosure contained in the investor
letter, the comparisons of an aggregate Fundrise return versus Vanguard ETFs have been removed from the investor letter that is posted
on the Fundrise Platform.

* * * * *

If you have any questions
or would like further information concerning the Company’s responses to the Comment Letter, please do not hesitate to contact me
at (212) 813-8842 or Bjorn J. Hall at (202) 584-0550.

    Sincerely,

    /s/ Mark Schonberger

    Mark Schonberger

    cc:
    Via E-mail

    Benjamin S. Miller, Chief Executive Officer

    Bjorn J. Hall, General Counsel and Secretary

    Michelle A. Mirabal, Deputy General Counsel

    Rise Companies Corp.

    Matthew Schoenfeld, Esq.

    Goodwin Procter LLP