SEC Company Response from FUNDRISE REAL ESTATE INVESTMENT TRUST, LLC (CIK 0001645583) — Jun 30, 2021
FUNDRISE REAL ESTATE INVESTMENT TRUST, LLC (CIK 0001645583)
Date: June 30, 2021 · CIK: 0001645583 · Accession: 0001104659-21-087845
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File numbers found in text: 024-11140
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CORRESP
1
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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 30, 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 28, 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 30, 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 response provided is 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 a 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 and we reissue it in part. Please also remove the aggregated Fundrise returns from the investor letter.
Response to Comment No. 1
While disagreeing with the Staff’s conclusion,
in the interest of time, with respect to the Company, the aggregated fund-level returns are being removed from the investor letter.
* * * * *
If you have any questions
or would like further information concerning the Company’s response 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