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SEC Company Response from Fundrise Growth Tech Fund, LLC (VCX) (CIK 0001867090) (VCX) — Dec 13, 2021

Fundrise Growth Tech Fund, LLC (VCX) (CIK 0001867090)
Date: Dec. 13, 2021 · CIK: 0001867090 · Accession: 0001137439-21-001280

AI Filing Summary & Sentiment

File numbers found in text: 333-257157, 811-23708

Referenced dates: July 19, 2021

Date
December 13, 2021
Author
Not clearly detected
Form
CORRESP
Company
Fundrise Growth Tech Fund, LLC (VCX) (CIK 0001867090)

Letter

VIA EDGAR Division of Investment Management Attention: Mr. John M. Ganley Re: Fundrise Growth Tech Fund, LLC (formerly, Fundrise Growth Tech Interval Fund, LLC) File Nos. 333-257157 and 811-23708

Dear Mr. Ganley:

This letter responds to the comments provided to Nicole Simon in a letter dated July 19, 2021 regarding the initial registration statement on Form N-2 by Fundrise Growth Tech Interval Fund, LLC (the “Fund”) filed via the EDGAR system on June 17, 2021. We have summarized each of your comments below, in the order you provided them, and have set forth the Fund’s response immediately below each comment. Defined terms not herein defined shall have the meaning set forth in the Fund’s registration statement.

Please note that the Registrant has determined that it will operate as a closed-end tender offer fund instead of operating as a closed-end interval fund in reliance on Rule 23c-3 under the Investment Company Act of 1940, as amended (the “Investment Company Act”). In light of this change, the Fund intends to change its name to “Fundrise Growth Tech Fund, LLC” and will file an amended Form N-8A to reflect such change and the Fund’s disclosures have been revised accordingly.

Philadelphia, PA • Malvern, PA • Cherry Hill, NJ • Wilmington, DE • Washington, DC • New York, NY • Chicago, IL

A Pennsylvania Limited Liability Partnership

Mr. John M. Ganley

U.S. Securities and Exchange Commission

December 13, 2021

Page 2

FACING PAGE:

1.

Comment: When a pre-effective amendment is filed, please uncheck the box indicating that the filing will become effective when declared effective pursuant to Section 8(c) of the Securities Act of 1933 (“Securities Act”). We note that on June 25, 2021, the Fund filed a delaying amendment pursuant to Rule 473 under the Securities Act.

Response: The Registrant has made this change.

2.

Comment: Effective August 1, 2021, interval funds will be deemed to register an indefinite amount of securities pursuant to Rule 23c-3(e) under the Investment Company Act and will pay registration fees using Form 24F-2. Assuming that the registration statement would not be declared effective until after August 1, 2021, the Registration Fee Table may be deleted. See Instructions to “Calculation of Registration Fee Under the Securities Act of 1933” in Form N-2.

Response: As noted above, the Registrant no longer intends to operate pursuant to Rule 23c-3 under the Investment Company Act. Accordingly, the Registration Fee Table has not been deleted.

PROSPECTUS:

Cover Page

3.

Comment: The first paragraph under “Investment Strategies” provides that “the Fund will invest at least 80% of its net assets (plus the amount of any borrowings for investment purposes) in the securities of technology and technology-related companies . . . and other investments (including derivatives) that provide the Fund with economic exposure to technology companies.” (Emphasis added.) The adopting release for Rule 35d-1 under the Investment Company Act provides that an investment company with a name suggesting a type of investment may “include a synthetic instrument in the 80% basket if it has economic characteristics similar to the securities included in that basket.” See Investment Company Act Release No. 24828 (Jan. 17, 2001) (“Names Rule Adopting Release”) n.13 (emphasis added). Please revise the Fund’s 80% policy to refer to investments with economic characteristics similar to technology companies, rather than to investments that provide economic exposure to technology companies.

Response: The Registrant as made the following change to its 80% policy:

Mr. John M. Ganley

U.S. Securities and Exchange Commission

December 13, 2021

Page 3

Under normal circumstances, the Fund will invest at least 80% of its net assets (plus the amount of any borrowings for investment purposes) in the securities of technology and technology-related companies (referred to herein as “technology companies”) and other investments (including derivatives) that provide the Fund with economic exposure to have economic characteristics similar to investments in technology companies.

4.

Comment: The first paragraph under “Investment Strategies” sets forth examples of sectors and industries that include technology companies. The last sentence of the paragraph provides, however, that “[t]echnology companies may also include, in the judgment of the Fund’s investment adviser, companies operating in other sectors, sub-sectors and industries.” The Names Rule Adopting Release provides that “[a]s a general matter, an investment company may use any reasonable definition of the terms used in its name and should define the terms used in its name in discussing its investment objectives and strategies in the prospectus.” Names Rule Adopting Release n.43 (emphasis added). Please revise the disclosure to define the term “technology” and delete language providing the Adviser with discretion to define the term.

Response: The Registrant has revised its disclosure as follows:

Under normal circumstances, the Fund will invest at least 80% of its net assets (plus the amount of any borrowings for investment purposes) in the securities of technology and technology-related companies (referred to herein as “technology companies”) and other investments (including derivatives) that provide the Fund with economic exposure to have economic characteristics similar to investments in technology companies.

For this purpose, Ttechnology companies include companies operating in the information technology and telecommunication services sectors and companies operating in the following as well as technology-related companies in other sectors and industries, including: advertising (AdTech); sales and marketing technology; internet and catalog retail; media; electrical equipment; biotechnology (BioTech); health care equipment and supplies; and health care technology; pharmaceuticals; artificial intelligence; data and analytics; design tech; education technology (EdTech); financial services technology (FinTech); real estate technology (PropTech); gaming; internet services; manufacturing technology; entertainment; mapping;

Mr. John M. Ganley U.S. Securities and Exchange Commission

December 13, 2021

Page 4

payments; privacy & security; science and engineering; energy and sustainability technology; energy equipment and services; technology hardware, storage and peripherals; software; electronic equipment, instruments and components; communications equipment; semiconductors and semiconductor equipment; agriculture; transportation; commercial services and supplies; chemicals; synthetic materials; aerospace and defense; and nanotechnology. Technology companies may also include, in the judgment of the Fund’s investment adviser, companies operating in other sectors, sub-sectors and industries.

5.

Comment: The fourth paragraph under “Investment Strategies” states that the Fund seeks to invest in primary and secondary offerings of Portfolio Companies. Please briefly explain the terms “primary and secondary offerings.”

Response: The Registrant has revised its disclosure as follows:

The Fund intends to utilize private markets to acquire interests equity securities in primary and secondary offerings of Portfolio Companies. The Fund may invest in Portfolio Companies by purchasing securities directly from such Portfolio Companies, including through simple agreements for future equity (“SAFEs”). SAFEs represent a contractual right to future equity of a company, in exchange for which the holder of the SAFE contributes capital to the company. SAFEs enable investors to convert their investment to equity upon the occurrence of triggering events set forth in the applicable SAFE. The Fund may also invest in Portfolio Companies through transactions with existing shareholders of the Portfolio Companies, either by purchasing equity interests held by such shareholders or through the use of forward contracts.

6.

Comment: Footnote (2) to the pricing table provides that to the extent the Adviser pays for organizational or offering costs on behalf of the Fund, the Fund must reimburse the Adviser on a monthly basis, subject to both an expense limitation and also a limit based on the amount of a percentage of gross proceeds from sales for an applicable month. The last sentence of the footnote provides that unpaid amounts will be rolled forward to future months until the Adviser has been reimbursed in full. Footnote (4) to the fee table on page 16 provides, however, the Adviser may seek reimbursement under the Expense Limitation Agreement for a three-year period from the date of the payment made by the Adviser. Please make

Mr. John M. Ganley U.S. Securities and Exchange Commission

December 13, 2021

Page 5

clear whether or not this three-year limitation for reimbursement of the Adviser is applicable to the Fund’s obligation to repay organizational and offering costs incurred by the Adviser.

Response: The Registrant confirms that the three-year limitation for reimbursement of the Adviser is applicable to the Fund’s obligation to repay organizational and offering costs incurred by the Adviser. Footnote (2) to the pricing table has been revised accordingly:

Assumes all amounts currently registered are sold in the continuous offering. The Fund’s estimated organization and offering costs to date and for the initial 12-month period of investment operations are $[______], or $[______] per Share. All organization and offering costs of the Fund paid by the Adviser shall be subject to reimbursement pursuant to an Expense Limitation Agreement between the Fund and the Adviser. Subject to the limitations on reimbursements by the Fund under the Expense Limitation Agreement, such reimbursement payments will be made in monthly installments, but the aggregate monthly amount reimbursed can never exceed [____]% of the aggregate gross proceeds from the offering of the Fund’s Shares during the applicable month. If the sum of the total unreimbursed amount of such organization and offering costs, plus new costs incurred since the last reimbursement payment, exceeds the reimbursement limit described above for the applicable monthly installment, the excess will be eligible for reimbursement in subsequent months (subject to the [_____]% limit), calculated on an accumulated basis, until the Adviser has been reimbursed in full. See “Fund Expenses.”

Prospectus Summary – Principal Investment Strategies (Page 6)

7.

Comment: The first paragraph of this section states that technology companies include companies operating in the information technology and telecommunication services sectors and companies operating in the following industries: internet and catalog retail; media; electrical equipment; biotechnology; health care equipment and supplies and health care technology. If the Fund intends to make significant investments in particular sectors or industries, please identify them and provide the principal risks of those sectors or industries in the appropriate locations.

Response: The Registrant notes that the definition of technology companies has been revised, as set forth in response to Comment 4 above. In addition, the Registrant’s risk disclosure has been revised to add the following principal risks:

Mr. John M. Ganley

U.S. Securities and Exchange Commission

December 13, 2021

Page 6

PropTech Company Risk. PropTech companies typically use automation, artificial intelligence, or other forms of technology developed for the property industry. These companies may be adversely impacted by government regulations, economic conditions and deterioration in real estate markets generally. Real estate is highly illiquid and substantial in terms of capital required to develop, operate or buy. It is expensive to trade real estate, and there can be a vast bid-offer spread (gap between what buyers will offer and sellers will accept). Research and due diligence costs are significant. Additionally, the products or solutions offered by PropTech companies may face technical limitations related to connectivity, compatibility, and longevity, with many different technologies competing to become the standard. As a result, PropTech companies typically face intense competition and potentially rapid product obsolescence. Furthermore, the customers and/or suppliers of PropTech companies may be concentrated in a particular country, region or industry. Any adverse event affecting one of these countries, regions or industries could have a negative impact on PropTech companies. PropTech companies, especially smaller companies, tend to be more volatile than companies that do not rely heavily on technology. PropTech companies often struggle to gain market share to a degree that enables them to be sustainable.

FinTech Company Risk. FinTech companies may be adversely impacted by government regulations, economic conditions and deterioration in credit markets. These companies may have significant exposure to consumers and businesses (especially small businesses) in the form of loans and other financial products or services. FinTech companies typically face intense competition and potentially rapid product obsolescence. Many FinTech companies currently operate under less regulatory scrutiny than traditional financial services companies and banks, but there is significant risk that regulatory oversight could increase in the future. Higher levels of regulation could increase costs and adversely impact the current business models of some FinTech companies. FinTech companies involved in alternative currencies may face slow adoption rates and be subject to higher levels of regulatory scrutiny in the future, which could severely impact the viability of these companies. FinTech companies, especially smaller companies, tend to be more volatile than companies that do not rely heavily on technology. The customers and/or suppliers of FinTech companies may be concentrated in a particular country, region or industry. Any adverse event affecting one

Show Raw Text
CORRESP
1
filename1.htm

            Stradley Ronon Stevens & Young, LLP

            2000 K Street, N.W., Suite 700

            Washington, D.C. 20006

            Telephone  202-822-9611

            Fax  202-822-0140

            www.stradley.com

    Sara P Crovitz

    Partner

    scrovitz@stradley.com

    202.507.6414

    December 13, 2021

    VIA EDGAR

    U.S. Securities and Exchange Commission

    Division of Investment Management

    100 F Street, N.E.

    Washington, D.C.  20549-9303

    Attention:  Mr. John M. Ganley

          Re:

            Fundrise Growth Tech Fund, LLC

    (formerly, Fundrise Growth Tech Interval Fund, LLC)

    File Nos. 333-257157 and 811-23708

    Dear Mr. Ganley:

    This letter responds to the comments provided to Nicole Simon in a letter dated July 19, 2021 regarding the initial registration
      statement on Form N-2 by Fundrise Growth Tech Interval Fund, LLC (the “Fund”) filed via the EDGAR system on June 17, 2021.  We have summarized each of your comments below, in the order you provided them, and have set forth the Fund’s response
      immediately below each comment.  Defined terms not herein defined shall have the meaning set forth in the Fund’s registration statement.

    Please note that the Registrant has determined that it will operate as a closed-end tender offer fund instead of operating as a
      closed-end interval fund in reliance on Rule 23c-3 under the Investment Company Act of 1940, as amended (the “Investment Company Act”).  In light of this change, the Fund intends to change its name to “Fundrise Growth Tech Fund, LLC” and will file an
      amended Form N-8A to reflect such change and the Fund’s disclosures have been revised accordingly.

      Philadelphia, PA • Malvern, PA • Cherry Hill, NJ • Wilmington, DE • Washington, DC • New York, NY
        • Chicago, IL

      A Pennsylvania Limited Liability Partnership

      Mr. John M. Ganley

      U.S. Securities and Exchange Commission

      December 13, 2021

      Page 2

        FACING PAGE:

                  1.

                  Comment: When a pre-effective amendment is filed, please uncheck the box indicating that the filing will become effective when declared effective pursuant to
                    Section 8(c) of the Securities Act of 1933 (“Securities Act”).  We note that on June 25, 2021, the Fund filed a delaying amendment pursuant to Rule 473 under the Securities Act.

        Response:  The Registrant has made this
          change.

                  2.

                  Comment:  Effective August 1, 2021, interval funds will be deemed to register an indefinite amount of securities pursuant to Rule 23c-3(e) under the Investment
                    Company Act and will pay registration fees using Form 24F-2.  Assuming that the registration statement would not be declared effective until after August 1, 2021, the Registration Fee Table may be deleted.  See Instructions to “Calculation of Registration Fee Under the Securities Act of 1933” in Form N-2.

        Response: As noted above, the Registrant
          no longer intends to operate pursuant to Rule 23c-3 under the Investment Company Act. Accordingly, the Registration Fee Table has not been deleted.

        PROSPECTUS:

        Cover Page

                  3.

                  Comment:  The first paragraph under “Investment Strategies” provides that “the Fund will invest at least 80% of its net assets (plus the amount
                    of any borrowings for investment purposes) in the securities of technology and technology-related companies . . . and other investments (including derivatives) that provide the Fund with economic exposure to technology companies.”
                    (Emphasis added.)  The adopting release for Rule 35d-1 under the Investment Company Act provides that an investment company with a name suggesting a type of investment may “include a synthetic instrument in the 80% basket if it has economic characteristics similar to the securities included in that basket.” See Investment Company Act Release No. 24828 (Jan. 17, 2001) (“Names Rule Adopting Release”) n.13 (emphasis added).  Please revise the Fund’s 80% policy to refer to
                    investments with economic characteristics similar to technology companies, rather than to investments that provide economic exposure to technology companies.

        Response: The
          Registrant as made the following change to its 80% policy:

          Mr. John M. Ganley

          U.S. Securities and Exchange Commission

          December 13, 2021

          Page 3

        Under normal circumstances, the Fund will invest at least 80% of its net assets (plus the
          amount of any borrowings for investment purposes) in the securities of technology and technology-related companies (referred to herein as “technology companies”) and other investments (including derivatives) that provide the Fund with economic exposure to have
              economic characteristics similar to investments in technology companies.

                  4.

                  Comment:  The first paragraph under “Investment Strategies” sets forth examples of sectors and industries that include technology companies.
                    The last sentence of the paragraph provides, however, that “[t]echnology companies may also include, in the judgment of the Fund’s investment adviser, companies operating in other sectors, sub-sectors and industries.”  The Names Rule
                    Adopting Release provides that “[a]s a general matter, an investment company may use any reasonable definition of the terms used in its name and    should define the terms used in its name in discussing its investment objectives and strategies in the prospectus.” Names Rule Adopting Release n.43 (emphasis added).  Please revise the
                    disclosure to define the term “technology” and delete language providing the Adviser with discretion to define the term.

        Response:  The
          Registrant has revised its disclosure as follows:

        Under normal circumstances, the Fund will invest at least 80% of its net assets (plus the
          amount of any borrowings for investment purposes) in the securities of technology and technology-related companies (referred to herein as “technology companies”) and other investments (including derivatives) that provide the Fund with economic exposure to have
              economic characteristics similar to investments in technology companies.

        For this purpose, Ttechnology companies include companies operating in the information technology and telecommunication services sectors and companies operating in the following as well as technology-related companies in other sectors and industries, including: advertising (AdTech); sales
              and marketing technology; internet and catalog retail; media; electrical equipment; biotechnology (BioTech); health
          care equipment and supplies; and health care technology; pharmaceuticals; artificial intelligence; data and analytics; design tech; education technology (EdTech); financial services technology (FinTech); real estate technology (PropTech); gaming; internet services;
              manufacturing technology; entertainment; mapping;

        Mr. John M. Ganley
        U.S. Securities and Exchange Commission

        December 13, 2021

        Page 4

        payments; privacy & security; science and engineering; energy and sustainability technology; energy equipment and services; technology hardware, storage and peripherals; software; electronic equipment, instruments and components;
              communications equipment; semiconductors and semiconductor equipment; agriculture; transportation; commercial services and supplies; chemicals; synthetic materials; aerospace and defense; and nanotechnology.  Technology companies may also include, in the judgment of the Fund’s investment adviser, companies operating in other sectors, sub-sectors and
              industries.

                  5.

                  Comment:  The fourth paragraph under “Investment Strategies” states that the Fund seeks to invest in primary and secondary offerings of
                    Portfolio Companies.  Please briefly explain the terms “primary and secondary offerings.”

        Response:  The
          Registrant has revised its disclosure as follows:

        The Fund intends to utilize private markets to acquire interests equity securities in primary and secondary offerings of Portfolio Companies. The Fund may invest in Portfolio Companies by purchasing securities directly from such Portfolio Companies, including through simple agreements for future equity (“SAFEs”). SAFEs represent a contractual right to
              future equity of a company, in exchange for which the holder of the SAFE contributes capital to the company. SAFEs enable investors to convert their investment to equity upon the occurrence of triggering events set forth in the applicable
              SAFE.  The Fund may also invest in Portfolio Companies through transactions with existing shareholders of the Portfolio Companies, either by purchasing equity interests held by such shareholders or through the use of forward contracts.

                  6.

                  Comment:  Footnote (2) to the pricing table provides that to the extent the Adviser pays for organizational or offering costs on behalf of the
                    Fund, the Fund must reimburse the Adviser on a monthly basis, subject to both an expense limitation and also a limit based on the amount of a percentage of gross proceeds from sales for an applicable month.  The last sentence of the
                    footnote provides that unpaid amounts will be rolled forward to future months until the Adviser has been reimbursed in full.
                    Footnote (4) to the fee table on page 16 provides, however, the Adviser may seek reimbursement under the Expense Limitation Agreement for
                      a three-year period from the date of the payment made by the Adviser.  Please make

      Mr. John M. Ganley
        U.S. Securities and Exchange Commission

        December 13, 2021

        Page 5

                  clear whether or not this three-year limitation for reimbursement of the Adviser is applicable to the Fund’s obligation
                    to repay organizational and offering costs incurred by the Adviser.

        Response: The
          Registrant confirms that the three-year limitation for reimbursement of the Adviser is applicable to the Fund’s obligation to repay organizational and offering costs incurred by the Adviser. Footnote (2) to the pricing table has been revised
          accordingly:

        Assumes all amounts currently registered are sold in the continuous offering. The Fund’s
          estimated organization and offering costs to date and for the initial 12-month period of investment operations are $[______], or $[______] per Share. All organization and offering costs of the Fund paid by the Adviser shall be subject to
          reimbursement pursuant to an Expense Limitation Agreement between the Fund and the Adviser. Subject to the limitations on reimbursements by
              the Fund under the Expense Limitation Agreement, such reimbursement payments will be made in monthly installments, but the aggregate monthly amount reimbursed can never exceed [____]% of the aggregate gross proceeds from the offering of the
              Fund’s Shares during the applicable month. If the sum of the total unreimbursed amount of such organization and offering costs, plus new costs incurred since the last reimbursement payment, exceeds the reimbursement limit described above for
              the applicable monthly installment, the excess will be eligible for reimbursement in subsequent months (subject to the [_____]% limit), calculated on an accumulated basis, until the Adviser has been reimbursed in full. See
          “Fund Expenses.”

        Prospectus Summary – Principal Investment Strategies (Page 6)

                  7.

                  Comment:  The first paragraph of this section states that technology companies include companies operating in the information technology and
                    telecommunication services sectors and companies operating in the following industries:  internet and catalog retail; media; electrical equipment; biotechnology; health care equipment and supplies and health care technology.  If the
                    Fund intends to make significant investments in particular sectors or industries, please identify them and provide the principal risks of those sectors or industries in the appropriate locations.

        Response:  The
          Registrant notes that the definition of technology companies has been revised, as set forth in response to Comment 4 above.  In addition, the Registrant’s risk disclosure has been revised to add the following principal risks:

          Mr. John M. Ganley

          U.S. Securities and Exchange Commission

          December 13, 2021

          Page 6

        PropTech Company Risk.  PropTech companies typically use automation, artificial intelligence, or other forms of technology developed for the property industry.  These companies may  be  adversely  impacted  by
          government regulations, economic conditions and deterioration in real estate markets generally.  Real estate is highly illiquid and substantial in terms of capital required to develop, operate or buy. It is expensive to trade real estate, and
          there can be a vast bid-offer spread (gap between what buyers will offer and sellers will accept). Research and due diligence costs are significant. Additionally, the products or solutions offered by PropTech companies may face technical
          limitations related to connectivity, compatibility, and longevity, with many different technologies competing to become the standard.  As a result, PropTech companies typically face intense competition and potentially rapid product obsolescence.
          Furthermore, the customers and/or suppliers of PropTech companies may be concentrated in a particular country, region or industry.  Any adverse event affecting one of these countries, regions or industries could have a negative impact  on
          PropTech  companies. PropTech companies, especially smaller companies, tend to be more volatile than companies that do not rely heavily on technology.  PropTech companies often struggle to gain market share to a degree that enables them to be
          sustainable.

        FinTech Company Risk.  FinTech  companies  may  be  adversely  impacted  by  government regulations, economic conditions and deterioration in credit markets.  These companies may have significant exposure to
          consumers and businesses (especially small businesses) in the form of loans and other financial products or services.  FinTech companies typically face intense competition and potentially rapid product obsolescence.  Many FinTech companies
          currently operate under less regulatory scrutiny than traditional financial services companies and banks, but there is significant risk that regulatory oversight could increase in the future. Higher levels of regulation could increase costs and
          adversely impact the current business models of some FinTech companies.   FinTech companies involved in alternative currencies may face slow adoption rates and be subject to higher levels of regulatory scrutiny in the future, which could severely
          impact the viability of these companies.  FinTech companies, especially smaller companies, tend to be more volatile than companies that do not rely heavily on technology.  The customers and/or suppliers of FinTech companies may be concentrated in
          a particular country, region or industry.  Any adverse event affecting one