Correspondence 0001104659-24-097397 from Fundrise East Coast Opportunistic REIT, LLC (CIK 0001660918)
Fundrise East Coast Opportunistic REIT, LLC (CIK 0001660918)
Date: Sept. 5, 2024 · CIK: 0001660918 · Accession: 0001104659-24-097397
AI Filing Summary & Sentiment
File numbers found in text: 024-12398
Referenced dates: July 29, 2024
Letter
VIA EDGAR Division of Corporation Finance – Office of Real Estate & Construction Fundrise East Coast Opportunistic REIT, LLC Offering Statement on Form 1-A Filed May 16, 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”) to supplement the previous response letter dated July 29, 2024 submitted 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 13, 2024 (the “Comment Letter”) with respect to the Company’s Offering Statement on Form 1-A filed with the Commission on May 16, 2024 (the “Offering Statement”). The response provided is based upon information provided to Goodwin Procter LLP by the Company.
Defined terms used herein but not otherwise defined have the meanings given to them in the Offering Statement, as amended.
Advisor v Fund Performance.
The Company understands the Staff’s concerns regarding the performance figures reported by Fundrise Advisors, LLC under the rules and regulations of the Investment Advisers Act of 1940 (the “40 Act”) and that the Staff believes such 40 Act performance figures might be confused for the performance of the individual funds that have qualified offerings pursuant to Regulation A of the Securities Act of 1933 (the “Regulation A Funds”). Accordingly, the Company, and its affiliates, undertake to make the following changes to address the Staff’s concerns.
Offering Circular Revisions
The Company and the other Regulation A Funds will each revise their offering circulars to direct potential investors to such Regulation A Fund’s specific webpage, which will be publicly available without having to sign in to the Fundrise Platform. Each webpage will include copies of the offering documentation, as well as fund specific performance information, such as historical performance, net asset value (“NAV”), etc.
In addition, each Regulation A Fund’s webpage’s URL shall easily be identifiable as such Regulation A Fund’s webpage. For example, the Company’s webpage URL shall be fundrise.com/eastcoast.
Further, the Company, and the other Regulation A Funds, will make clarifying revisions to their offering circulars to make clear that the Fundrise Platform is not specific to each such Regulation A Fund’s offering, and that potential investors should visit the specific website provided in the offering circular. Examples of such revisions are as follows (revisions highlighted):
Fundrise, LLC owns and operates an online investment platform available at www.fundrise.com and through our Sponsor’s mobile applications (the “Fundrise Platform”) that allows investors to hold interests in real estate opportunities that may have been historically difficult to access for some investors. Investors may access our website at www.fundrise.com/eastcoast.
The offering statement and all supplements and reports that we have filed or will file in the future can be read at the SEC website, www.sec.gov, or on our website, https://fundrise.com/eastcoast.
Our website, https://fundrise.com/eastcoast, will identify the current NAV per share.
We will provide this information to you by posting such information on the SEC’s website at www.sec.gov, on our website at https://fundrise.com/eastcoast, on our Sponsor’s mobile applications or via e-mail.
Clarifying Language and Additional Regulation A Specific Pages
The Company’s sponsor, Rise Companies Corp. (the “Sponsor”), will undertake to revise any disclosure regarding the performance of Fundrise Advisors, LLC’s clients to be clearly marked with the following (and conforming) revisions on the Fundrise Platform and future communications:
Recent Advisory Client Returns
Our Historical Advisory Client Returns
In addition, going forward, our Sponsor will include the following additional, clarifying language, directly underneath any such performance figures that are being presented pursuant to the rules and regulations of the 40 Act, without the need for the reader to click any additional links:
Learn more about the assumptions in this section. The foregoing performance information is presented solely with regard to the advisory client performance of the clients of Fundrise Advisors, LLC pursuant to the Investment Advisers Act of 1940, and does not represent the performance of any individual investor or any individual or aggregate performance of any funds with offerings qualified pursuant Regulation A of the Securities Act (the “Regulation A Funds”). For more information about the Regulation A Funds, and their corresponding Forms 1-A, including their individual performance information, please click here.
Potential investors who click on the “here” link will be presented with links to the individual websites of each of the Regulation A Funds, where they may view fund specific information, including historical performance, NAV, etc., of such Regulation A Fund.
* * * * *
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 (617) 570-1039 or Bjorn J. Hall at (202) 584-0550.
Sincerely,
/s/ David Roberts
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filename1.htm
Goodwin Procter LLP
100 Northern Avenue
Boston, MA 02210
goodwinlaw.com
+1 617 570 1000
September 5, 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 May 16, 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”) to supplement the previous response letter
dated July 29, 2024 submitted 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 13, 2024 (the “Comment
Letter”) with respect to the Company’s Offering Statement on Form 1-A filed with the Commission on May 16,
2024 (the “Offering Statement”). The response provided is based upon information provided to Goodwin Procter
LLP by the Company.
Defined terms used herein
but not otherwise defined have the meanings given to them in the Offering Statement, as amended.
Advisor v Fund Performance.
The Company understands the Staff’s concerns
regarding the performance figures reported by Fundrise Advisors, LLC under the rules and regulations of the Investment Advisers Act of
1940 (the “40 Act”) and that the Staff believes such 40 Act performance figures might be confused for the performance of the
individual funds that have qualified offerings pursuant to Regulation A of the Securities Act of 1933 (the “Regulation A Funds”).
Accordingly, the Company, and its affiliates, undertake to make the following changes to address the Staff’s concerns.
Offering Circular Revisions
The Company and the other Regulation A Funds will
each revise their offering circulars to direct potential investors to such Regulation A Fund’s specific webpage, which will be publicly
available without having to sign in to the Fundrise Platform. Each webpage will include copies of the offering documentation, as well
as fund specific performance information, such as historical performance, net asset value (“NAV”), etc.
In
addition, each Regulation A Fund’s webpage’s URL shall easily be identifiable as such Regulation A Fund’s webpage.
For example, the Company’s webpage URL shall be fundrise.com/eastcoast.
Further, the Company, and the other Regulation
A Funds, will make clarifying revisions to their offering circulars to make clear that the Fundrise Platform is not specific to each such
Regulation A Fund’s offering, and that potential investors should visit the specific website provided in the offering circular.
Examples of such revisions are as follows (revisions highlighted):
Fundrise, LLC owns and operates an online investment platform
available at www.fundrise.com and through our Sponsor’s mobile applications (the “Fundrise Platform”) that allows investors
to hold interests in real estate opportunities that may have been historically difficult to access for some investors. Investors may
access our website at www.fundrise.com/eastcoast.
The
offering statement and all supplements and reports that we have filed or will file in the future can be read at the SEC website, www.sec.gov,
or on our website, https://fundrise.com/eastcoast.
Our
website, https://fundrise.com/eastcoast, will identify the current NAV per share.
We
will provide this information to you by posting such information on the SEC’s website at www.sec.gov, on our website
at https://fundrise.com/eastcoast, on our Sponsor’s mobile applications or via e-mail.
Clarifying Language and Additional Regulation A Specific
Pages
The Company’s sponsor, Rise Companies
Corp. (the “Sponsor”), will undertake to revise any disclosure regarding the performance of Fundrise Advisors, LLC’s
clients to be clearly marked with the following (and conforming) revisions on the Fundrise Platform and future communications:
Recent Advisory Client Returns
Our Historical Advisory Client Returns
In addition, going forward, our Sponsor
will include the following additional, clarifying language, directly underneath any such performance figures that are being presented
pursuant to the rules and regulations of the 40 Act, without the need for the reader to click any additional links:
Learn more about the assumptions in this section. The
foregoing performance information is presented solely with regard to the advisory client performance of the clients of Fundrise Advisors,
LLC pursuant to the Investment Advisers Act of 1940, and does not represent the performance of any individual investor or any individual
or aggregate performance of any funds with offerings qualified pursuant Regulation A of the Securities Act (the “Regulation A Funds”).
For more information about the Regulation A Funds, and their corresponding Forms 1-A, including their individual performance information,
please click here.
Potential
investors who click on the “here” link will be presented with links to the individual websites of each of the Regulation A
Funds, where they may view fund specific information, including historical performance, NAV, etc., of such Regulation A Fund.
* * * * *
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 (617) 570-1039 or
Bjorn J. Hall at (202) 584-0550.
Sincerely,
/s/ David Roberts
David Roberts
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.
Chloe Pletner, Esq.
Goodwin Procter LLP