SecProbe.io

CORRESP
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    Goodwin Procter LLP

    100 Northern Avenue

    Boston, MA 02210

    goodwinlaw.com

    +1 617 570 1000

August 29, 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 Growth eREIT VII, LLC

    Offering Statement on Form 1-A

    Response dated May 1, 2024

    File No. 024-12362

Dear Staff of the Division of Corporation Finance:

This letter is submitted on
behalf of Fundrise Growth eREIT VII, 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 6, 2024 (the “Comment Letter”) with respect to the Company’s Offering Statement on Form 1-A
filed with the Commission on November 22, 2023 (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 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.

See Exhibit A for supporting calculations
for the Company’s investment and operation percentages referenced throughout the responses.

1. Your response does not provide sufficient detail to support your
view that the company does not meet the definition of “investment company” under Section 3(a)(1)(A) of the Investment Company
Act of 1940 (the “Investment Company Act”). Please provide a comprehensive, detailed legal analysis regarding whether (i)
the company, (ii) SFR JV I, LLC, and (iii) SFR JV II, LLC meet the definition of “investment company” under Section 3(a)(1)(A)
of the Investment Company Act. In your response, please address, in detail, each of the factors outlined in Tonapah Mining Company of
Nevada, 26 SEC 426 (1947) and provide legal and factual support for your analysis of each such factor.

The determination of whether an issuer is an “investment
company” under Section 3(a)(1)(A) of the 1940 Act is dependent on the facts and circumstances. Traditionally, this analysis has
been based on the five factors set forth by the Commission in Tonopah Mining Company of Nevada, 26 S.E.C. 426 (1947) (“Tonopah”):
(i) the issuer’s public representations, (ii) the issuer’s historical development, (iii) the activities of
the issuer’s officers and directors, (iv) the nature of the issuer’s present assets, and (v) the sources of the
issuer’s present income.

 ● The issuer’s public representations.

In its public representations, the Company consistently
does not hold itself out as being primarily engaged in the business of investing, reinvesting or trading in securities.

In the “Investment Strategy” section of the
Offering Statement, the Company describes its investment strategy as investing “substantially all of the proceeds of this offering
to originate, acquire, asset manage, operate, selectively leverage, syndicate and opportunistically sell commercial real estate properties.”

The Company has consistently made public representations
in their SEC filings (including its Form 1-Ks) that it is primarily investing in commercial real estate properties:

 o Form 1-K, for the year ended December 31, 2021: “Fundrise Growth eREIT VII, LLC is a Delaware
limited liability company formed on January 28, 2020 to originate, invest in and manage a diversified portfolio primarily consisting of
investments in commercial real estate properties and development projects, as well as commercial real estate loans, commercial real estate
debt securities (including commercial mortgage-backed securities, collateralized debt obligations, and REIT senior unsecured debt) and
other select real estate-related assets, where the underlying assets primarily consist of such properties.”

 o Form 1-Ks, for the year ended December 31, 2022: “Fundrise Growth eREIT VII, LLC is a Delaware
limited liability company formed on January 28, 2020 to originate, invest in and manage a diversified portfolio primarily consisting of
investments in commercial real estate properties and development projects, as well as commercial real estate loans, commercial real estate
debt securities (including commercial mortgage-backed securities, collateralized debt obligations, and real estate investment trust (“REIT”)
senior unsecured debt) and other select real estate-related assets, where the underlying assets primarily consist of such properties.”

 o Form 1-Ks, for the year ended December 31, 2023: “Fundrise Growth eREIT VII, LLC is a Delaware
limited liability company formed on January 28, 2020 to originate, invest in and manage a diversified portfolio primarily consisting of
investments in commercial real estate properties and development projects, as well as commercial real estate loans, commercial real estate
debt securities (including commercial mortgage-backed securities, collateralized debt obligations, and real estate investment trust (“REIT”)
senior unsecured debt) and other select real estate-related assets, where the underlying assets primarily consist of such properties.”

Fundrise SFR JV 1, LLC (“SFR JV 1”) and Fundrise
SFR JV 2, LLC (“SFR JV 2”; together with SFR JV 1, the “SFR Joint Ventures”) have not made any public offering
or other public representations. The purpose of the SFR Joint Ventures as set forth in the operating agreements in the SFR Joint Ventures
is to originate, invest in, and manage a diversified portfolio of single family rental real estate investments and other real estate-related
assets.

 ● The issuer’s historical development.

The Company and the SFR Joint Ventures have consistently
followed the same investment strategy of investing in commercial real estate properties throughout their existence.

As noted above, the Company has consistently made public
representations in their SEC filings (including their Form 1-Ks) that it is primarily investing in commercial real estate properties and
the SFR Joint Ventures have pursue the purpose set forth in their operating agreements.

The activities of the manager (and its officers and employees)
of the Company and of the Operating Member of the SFR Joint Ventures have primarily consisted of researching, analyzing, acquiring, monitoring,
and selling the investments in commercial real estate properties by the Company and the SFR Joint Ventures.

At all times since it commenced investing, more than
60% of the value of the total assets of the Company (exclusive of cash items and U.S. government securities) has consisted of the
Company’s investments in joint ventures that own interests in real property, directly or indirectly through wholly-owned
subsidiaries. With respect to each SFR Joint Venture, more than 60% of the value of the total assets of each SFR Joint Venture
(exclusive of cash items and U.S. government securities) has consisted of the Company’s investments in wholly-owned
subsidiaries that own interests in real property, directly or indirectly through wholly-owned subsidiaries.

 ● The activities of the issuer’s officers and directors.

The manager of the Company and of the Operating Member
of the SFR Joint Ventures devotes the bulk of its time and efforts on behalf of the Company and the SFR Joint Ventures to researching,
analyzing, acquiring, monitoring, and selling the investments in commercial real estate properties by the Company and the SFR Joint Ventures.
The manager of the Company and of the Operating Member of the SFR Joint Ventures employs 60 full-time real estate professionals who are
involved in the day-to-day management, oversight, and operations of the real estate portfolio, which currently includes approximately
20,000 residential units and 2.5 million square feet of industrial and other commercial space.

The real estate team is regularly involved in overseeing,
managing, and approving day-to-day activities at the real estate properties, including, among other activities:

 a) Budget Approvals: Every property’s annual operating budgets are reviewed, edited, and
approved. This entails determining line item spend on, among other items, landscaping, repairs and maintenance, on-site payrolls, bonuses,
capital projects, third party contracts, advertising/marketing, and insurance.

 b) Value-Add Renovations: Each year, working with the joint venture partner (as applicable), the
real estate team determines the amount of spending on renovating units to increase potential rents, including reviewing construction budgets
(e.g., selecting kitchen cabinets, bathroom fixtures, level of finish, etc.). The joint venture property capital spending for value-add
renovations are assessed on an ongoing monthly basis as the rental environment changes.

 c) Capital Expenditures: Each year, working with the joint venture partner (as applicable), the
real estate team reviews, modifies, and approves any property cap expenditure, such as roof repairs, constructing new amenities, or upgrading
mechanical systems.

 d) Leasing, Occupancy, and Rental Rates: The real estate team is involved in the setting target
rental rates and the operational consequences to occupancies levels including targeted monthly occupancy, concessions, projected expirations,
focus on renewals vs. new leases depending on leasing environment, renovated units offered (including test units), upgrade premiums, etc.

 e) Regular Management Meetings: The real estate team meets biweekly and monthly with the property
partner and property management teams on every property to review top priorities in setting strategy, revising budgets and targets, capital
expenditures, renovations, new contracts, property damage insurance decisions (crime, fires, storms, severe tenant damage, etc.).

 f) Financing and Interest Rate Hedges: The real estate team determines if the property should take
on additional financing or enter into interest rate caps.

As noted more fully below with respect to the analysis
under Section 3(a)(1)(C), the vast majority of the Company’s investments are in joint ventures that own real property interests
and the vast majority of the SFR Joint Ventures’ investments are in wholly-owned subsidiaries that own real property interests.
Therefore, the vast majority of the time spent by the manager’s officers and employees with respect to investment activities of
the Company and the SFR Joint Ventures relate to real property interests that are not “investment securities.”

 ● The nature of the issuer’s present assets.

As of December 31, 2023 and 2022, on a consolidated basis,
approximately 92% and 93%, respectively, of the Company’s total assets (excluding U.S. government securities and cash items) consisted
of interests in joint ventures holding commercial real estate properties.

As of December 31, 2023 and 2022, on a consolidated basis,
approximately 98% and 96%, respectively, of SFR JV 1’s total assets (excluding U.S. government securities and cash items) consisted
of investments in commercial real estate properties.

As of December 31, 2023, on a consolidated basis, approximately
86% of SFR JV 2’s total assets (excluding U.S. government securities and cash items) consisted of investments in commercial real
estate properties. SFR JV 2 substantially commenced operations on January 9, 2023 and therefore did not have any material assets as of
December 31, 2022.

An analysis of the assets of the Company and the SFR Joint
Ventures on an unconsolidated basis is included below with respect to the analysis under Section 3(a)(1)(C).

 ● The sources of the issuer’s present income.

As stated in the Company’s Form 1-K for the fiscal
year ended December 31, 2023, the Company expects to “expect to primarily generate income from equity in earnings from our investments
in [its joint venture subsidiaries].”

For the years ended December 31, 2023 and 2022, the Company
recognized equity in losses from our equity interests in SFR JV 1 of approximately $6.5 million and $3.4 million, respectively. For the
year ended December 31, 2023, the Company recognized equity in losses from our equity interests in SFR JV 2 of approximately $240,000.
SFR JV 2 substantially commenced operations on January 9, 2023 and therefore no equity in earnings or losses were recognized by the Company
for the year ended December 31, 2022. The Company does not have any significant operating activities, apart from its equity interests
in SFR JV 1 and SFR JV 2.

For the years ended December 31, 2023 and 2022, on a consolidated
basis, the rental revenue associated with commercial real estate properties constituted approximately 88% and 89%, respectively, of the
total revenue of the SFR JV 1.

For the year ended December 31, 2023, on a consolidated
basis, the rental revenue associated with commercial real estate properties constituted approximately 86% of the total revenue of the
SFR JV 2. SFR JV 2 did not have any revenue for the year ended December 31, 2022.

Each of these five factors lead to the conclusion that
each of the Company and the SFR Joint Ventures do not fall within the definition of “investment company” in Section 3(a)(1)(A)
of the Investment Company Act.

Finally, we believe there is no market confusion as to
whether the Company or the SFR Joint Ventures is primarily engaged in the business of investing in securities.1

1
       See, e.g., SEC v. National Presto Industries, 486 F.3d 305 (2007) (emphasizing the importance
of investor perceptions and behavior in determining whether an issuer is an “investment company” under the Investment Company
Act).

2. Your response does not provide sufficient detail to support
                                                your view that the company and each of SFR JV I, LLC and SFR JV II, LLC do not meet the definition of an “investment
                                                company” under Section 3(a)(1)(C) of the Investment Company Act. Please provide a more comprehensive, detailed legal analysis
                                                regarding whether (i) the company, (ii) SFR JV I, LLC, and (iii) SFR JV II, LLC meet the definition of an “investment
                                                company” under Section 3(a)(1)(C) of the Investment Company Act., including all relevant calculations under Section 3(a)(1)(C)
                                                as of the most recent fiscal quarter end, identifying each constituent part
of the numerator(s) and denominator(s). Please also describe and discuss any other substantive determinations and/or characterizations
of assets that are material to your calculations.

As of December 31, 2023, more than 90% of the total assets
(exclusive of cash items and U.S. government securities) of the Company consists of joint venture interests in subsidiaries that, directly
or indirectly through wholly-owned subsidiaries, own one or more real property interests (“Property Vehicles”). More specifically,
the Company holds membership interests in the SFR Joint Ventures organized as limited liability companies for which the Company acts
as the Operating Member who, among other responsibilities, is responsible for the management of the affairs for the joint venture. The
Company believes that these membership interests are not “securities” for purpose of the Investment Company Act based on
Williamson v. Tucker, 645 F.2d 404 (5th Cir.), cert. denied 454 U.S. 897 (1981) since the Company is acting as a bona fide
operating member of the joint venture. See below for further discussion on the Company’s analysis of the membership interests
under the Williamson framework and the related SEC staff guidance.

Substantially all of the value of the assets of each SFR
Joint Venture (exclusive of cash items and U.S. government securities) consists of real property interests