SecProbe.io

CORRESP
1
filename1.htm

    Goodwin Procter LLP

    100 Northern Avenue

    Boston, MA 02210

    goodwinlaw.com

    +1 617 570 1000

May 15, 2024

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance – Office of Real Estate &
Construction

100 F Street, N.E.

Washington, D.C. 20549-3010

    Re:

    Fundrise East Coast Opportunistic REIT, LLC

    Offering Statement on Form 1-A

    Filed February 13, 2024

    File No. 024-12398

Dear Staff of the Division of Corporation Finance:

This letter is submitted on behalf of Fundrise
East Coast Opportunistic REIT, 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 March 13, 2024 (the “Comment Letter”) with respect to the Company’s Offering Statement on Form 1-A
filed with the Commission on February 13, 2024 (the “Offering Statement”). The responses provided are based
upon information provided to Goodwin Procter LLP by the Company.

The Company is filing an amendment to the Offering
Statement (the “Amendment”) concurrently with the filing of this letter to include the responses noted below
and other changes.

For your convenience, the Staff’s comments
have been reproduced in bold italics herein with responses immediately following the comments. Defined terms used herein but not otherwise
defined have the meanings given to them in the Offering Statement, as amended.

Offering Statement on Form 1-A

Cover Page

 1. We note, on the cover page, you indicate that you intend to focus primarily on assets located in the East Coast and certain
metropolitan areas, including those in the Sunbelt States. However, on page 81, you state that you could also invest in assets in Europe.
Please revise your disclosure on the cover to clarify this if true, or revise your disclosure on page 81 to address this discrepancy.
Ensure that your disclosure is consistent throughout.

As disclosed on the cover page, the Company
intends to focus “primarily” on assets in certain East Coast states and metropolitan areas, and in high-growth Sunbelt states.
On page 81, the Company notes that it “expect[s] to continue to focus” on those markets, and that “if” it invests
in Europe, it would focus on commercial properties in Europe with similar characteristics as those
properties in which the Company has previous investment and management expertise. Given that potential investment in Europe is not a major
focus of the Company, the Company respectfully submits that its current disclosure is appropriate.

 2. We refer to your statement regarding the aggregate amount offered pursuant to “a prior offering.” To the extent
correct, please revise to clarify if the aggregate amount raised was the total amount raised through all prior offerings.

In response to the Staff’s comment,
the Amendment updates the Offering Statement to clarify that the aggregate amounts were raised pursuant to all prior Regulation A offerings.

Questions and Answers about this offering?

What is Fundrise East Coast Opportunistic REIT, LLC?, page 1

 3. We refer to your statement that you may invest through subsidiaries, which may have rights to receive preferred economic returns.
However, on page 43 you state that you “may invest in majority-owned subsidiaries owning real estate where [you] are entitled to
receive a preferred economic return.” Please revise to ensure consistency throughout. Additionally, in an appropriate place, please
clarify the investments you have made to date in such subsidiaries, your respective interest in such subsidiaries by stating the percentage
invested in such subsidiaries in your table on page 90, and clarify the return structure with respect to such subsidiaries.

The Company respectfully submits that
its disclosure with respect to “majority-owned subsidiaries” is clear, in that the Company may receive preferred economic
returns through some majority-owned subsidiaries. However, the Amendment updates the Offering Statement on page 43 to make the disclosure
consistent.

The Company also respectfully submits
that complete details of its investments in such subsidiaries is disclosed on page 91 and that investors can review investment amounts
and determine relative ownership percentages by reviewing details in the Form 1-Us linked thereto. However, in response to the Staff’s
comment, the Amendment updates the Offering Statement to include a cross reference in the Q/A to the detailed disclosures
included on page 91.

What is an EREIT?, page 1

 4. Please revise your disclosure to clearly explain what you mean by the term “eREIT” and clarify whether the only
difference as compared to a typical REIT structure is the use of the electronic platform, or otherwise discuss the additional differences.

The Company respectfully submits that
the disclosure under the Q&A “What is an eREIT” is adequate to explain that an eREIT is a type of real estate investment
trust sponsored by Rise Companies Corp., and offered directly to investors through the Fundrise Platform. However, in response to the
Staff’s comment, the Amendment updates the Offering Statement to clarify that an eREIT uses a typical REIT structure and what distinguishes
it from other publicly offered REITs is that it is available on the Fundrise Platform, which is an internet platform. “eREIT”
is a registered trademark of the Company’s sponsor.

What kind of offering is this?, page 3

 5. We note your disclosure that you may “briefly” pause acceptance of subscriptions. Please revise to explain how you
define “briefly,” how this is different from the provision in your subscription agreement that permits you to take up to 45
days to make a determination, and whether this provision would cause you to accept or reject a subscription beyond the 45 days referenced
in the subscription agreement and on page 137.

The disclosure on page 3 is intended
to address any concern that the offering might not be “continuous” due to the fact that, for operational purposes, the Company
may not process subscriptions immediately. The disclosure on page 3 would not cause the Company to accept or reject subscriptions beyond
the 45 days referenced in the subscription agreement and on page 138 of the Amendment.

Q: How will your NAV per share be calculated?, page 4

 6. We note your disclosure on page 4 regarding how your net asset value (“NAV”) per share will be calculated. We further
note you have incorporated by reference your Form 1-U filed on January 2, 2024 which discloses your calculation of NAV as of December
30, 2023. Please revise your filing to disclose the weighted average for each key assumption (e.g., capitalization rates) and a quantitative
illustration of the sensitivity of the valuation to changes in key assumptions.

The Company respectfully submits that
its disclosure with respect to calculation of NAV is adequate. The Company utilizes a template for NAV updates that was previously provided
to the Staff in connection with a comment letter dated April 11, 2019, for another entity sponsored by Rise Companies Corp. and managed
by Fundrise Advisors, LLC. The template includes a balance sheet and details with respect to the process that the Company’s internal
accountants use to calculate the NAV per common share. The Company has been utilizing this template for approximately 5 years.

What is the purchase price for your common shares?, page 4

 7. We note your disclosure that if “a material event occurs in between updates of NAV that would cause [y]our NAV per share
to change by 5% or more from the last disclosed NAV, [you] will disclose the updated price and the reason for the change in an offering
circular supplement as promptly as reasonably practicable.” However, it appears that there have been instances where you have had
a more than 5% change and do not appear to have filed supplements in between updates of your NAV to reflect the change or the reason for
the change, such as in the past two quarters. Please revise to disclose the times where you have not disclosed the updated price and the
reason for the change where there has been a material event that occurred in between updates of NAV that caused your NAV per share to
change by 5% or more, explain why you did not file a supplement in those circumstances, and to the extent applicable, add appropriate
risk factor disclosure to reflect that you failed to do so and the impact this may have had on purchasers during those interim periods
when the price did not reflect this change in NAV.

As noted on page 5 of the Offering Statement
in “Q: How exact will the calculation of the NAV per share be?”, “our published NAV per share may not fully reflect
certain material events to the extent that they are not known or their financial impact on our portfolio is not immediately quantifiable.”
There were no instances where a material event was known and its financial impact on our portfolio was immediately quantifiable in between
updates to our NAV per share. Any changes of greater than 5% in our NAV per share were identified through our regular quarterly NAV per
share calculation process and a supplement was filed at those times.

 8. We note your disclosure that individuals may generally withdraw their subscriptions prior to settlement, which you state “typically
occurs between 3-5 days after the submission of the subscription.” Please revise to specify this time period so that individuals
can determine how much time they have to withdraw. Please also reconcile this statement with the disclosure on page 135 that you have
up to 45 days to accept a subscription and the disclosure in your subscription agreement and on page 137 that an investor is irrevocably
subscribing for the shares.

In response to the Staff’s comment,
the Amendment updates the Offering Statement to remove the statement that individuals may withdraw subscriptions prior to settlement.
The disclosure with respect to investors irrevocably subscribing for shares is correct, notwithstanding the Company’s unequivocal
right to accept or reject subscriptions within 45 days.

Will I have the opportunity to redeem my common shares?, page 5

 9. We note your disclosure that redemption amounts will be reduced by “NAV Distributions.” Please revise to explain
these types of distributions, what factors would cause a distribution to be a “NAV distribution,” and provide a hypothetical
example of such a situation. Also, please explain why distributions generally would not result in the reduction of NAV. Additionally,
please define the term "exceptional redemptions" in this section.

The disclosure on page 5 and elsewhere
in the Offering Statement includes the following and we respectfully submit that a hypothetical example would not add to investor understanding
as the concept is quite straightforward in that the distribution that might otherwise have been paid is simply reduced by the amount of
the NAV Distribution:

“NAV
Distributions” are distributions that, in the sole discretion of the Manager, reduce
the Company’s NAV (including, for example, distributions arising from the proceeds of the sale of one or more of our properties
where such proceeds are not reinvested in other properties).

The term “exceptional redemptions”
is also already defined in the Offering Statement as “redemption requests upon the death or “qualifying disability”
of a shareholder” (see pages 5, 23 and 108).

Offering Summary

Our Structure, page 15

 10. Please revise to make the chart, including all amounts shown, legible.

In response to the Staff’s comment,
the Amendment updates the Offering Statement to include a more legible structure chart.

Conflicts of Interest, page 18

 11. Please clearly identify those entities that will directly compete with you for assets, disclose if those entities are still
raising funds, and clarify how much they have to invest.

In response to the Staff’s comment,
the Amendment updates the Offering Statement to disclose the entities that may compete with the Company for assets, the status of those
offerings and their cash available.

 12. We note your disclosure that shareholders may only remove the manager for “cause” with a two-thirds vote. Please
also clarify that this would lead to a 30-day (or in some cases, a 45-day) written notice period and that the manager could correct the
issue and remain on. Further, please add risk factor disclosure that this could mean that a manager that has embezzled funds or committed
fraud could continue to be a manager if sufficient votes are not obtained, which could result in an investor losing their entire investment.

This information is disclosed on page
68 of the Offering Statement under “Term and Removal of the Manager.” The Company respectfully submits that the risk that
a manager who has embezzled funds or committed fraud is not removed by a vote of at least two-thirds of shareholders is remote and is
not a material factor that would make an investment in the offering speculative or risky.

However, in response to the Staff’s
comment, the Amendment updates the Offering Statement to update the current risk factor titled “Our common shareholders have
limited voting rights and may be bound by either a majority or supermajority vote” to include the risk that a manager who has
breached their fiduciary duties to the Company could remain as the manager unless a sufficient vote to remove the Manager is obtained.

Redemption Plan, page 23

 13. We note your disclosure on page 6 that 100% of the submitted redemption requests as of February 2, 2024 have been honored. For
each of the past two years, please disclose the amount of redemption requests you have received, the amount of requests honored, and total
paid, and the sources used for redemptions.

The Company respectfully notes that the
additional disclosure requested is already included in its financial statements and notes thereto, however, it has updated the disclosure
on pages 8 and 24 of the Offering Statement to also include such information.

If we pay distributions from sources other than our cash flow…,
page 26

 14. We note that you have paid distributions, and that you state on page 8 that all distributions for the year ended December 31,
2023 have been paid out of cash flow from operations. We also note that in your Form 1 SA, your statement of cash flows show negative
cash flow for the six months ended June 30, 2023. Please revise to clarify if you have only paid distributions from cash flow from operations.
To the extent you have not, please update your risk factor to disclose that you have paid distributions from other sources, and the amount
paid from other sources. Further, on page 95, please disclose for the past two years the amount of distributions paid, and each of the
sources used to fund those distributions.

The Company respectfully notes that the
additional disclosure requested is already included in its financial statements and notes thereto, however, it has updated the disclosure
on pages 21 and 99 of the Offering Statement to also include such information. Additionally, in response to the Staff’s comment,
the Amendment updates the Offering Statement to update the applicable risk factor.

Risk Factors, page 26

 15. Please add risk factor disclosure to disclose the risk to you if you internalize your manager or if your manager is internalized
by another affiliate.

In response to the Staff’s comment,
the Amendment updates the Offering Statement to include this risk factor.

 16. We note several risk factors generally discussing the potential impact of inflation or changes in interest rates on your business,
and that you have exposure to interest rate risk on your variable rate debt. To the extent recent inflationary pressures and rising interest
rates have materially impacted your operations, please revise your risk factors to specifically discuss these issues, inclu